exv10w2






Exhibit 10.2




Description of performance goals under the Amended and Restated National Fuel Gas Company 2007
Annual At Risk Compensation Incentive Program and the National Fuel Gas Company Executive Annual
Cash Incentive Program



On December 20, 2010, the Compensation Committee of the Board of Directors of National Fuel Gas
Company (the “Company”) adopted specific written performance goals for fiscal year 2011 under the
Amended and Restated National Fuel Gas Company 2007 Annual At Risk Compensation Incentive Program
(“AARCIP”) for David F. Smith, Ronald J. Tanski, Matthew D. Cabell and Anna Marie Cellino. Mr.
Smith is Chairman of the Board and Chief Executive Officer of the Company. Mr. Tanski is President
and Chief Operating Officer of the Company. Mr. Cabell is President of Seneca Resources
Corporation (“Seneca Resources”), the Company’s exploration and production subsidiary, and Senior
Vice President of the Company. Mrs. Cellino is President of National Fuel Gas Distribution
Corporation (“Distribution Corporation”), the Company’s utility subsidiary.



Mr. Smith, Mr. Tanski, Mr. Cabell and Mrs. Cellino will earn cash compensation in fiscal 2011 under
the AARCIP depending upon their performance relative to their goals. Compensation amounts pursuant
to these arrangements can range from zero to 200% of salary for Mr. Smith, from zero to 160% of
salary for Mr. Tanski and from zero to 140% of salary for Mr. Cabell and Mrs. Cellino. Target
compensation is 100% of salary for Mr. Smith, 80% of salary for Mr. Tanski and 70% of salary for
Mr. Cabell and Mrs. Cellino. The Compensation Committee may approve other compensation or awards
at its discretion.



The goals for Mr. Smith relate to Company earnings per share (weighted as 25% of the formula),
earnings per share of the Company’s pipeline and storage subsidiaries and utility subsidiary
(weighted as 25% of the formula), oil and natural gas production volume (multiple goals weighted in
the aggregate as 35% of the formula), safety and environmental compliance (multiple goals weighted
in the aggregate as 10% of the formula), and the Company’s investor relations program (weighted as
5% of the formula).



The goals for Mr. Tanski relate to Company earnings per share (weighted as 25% of the formula),
earnings per share of the Company’s pipeline and storage subsidiaries and utility subsidiary
(weighted as 25% of the formula), oil and natural gas production volume (weighted as 15% of the
formula), growth of the pipeline and storage segment (weighted as 15% of the formula), management
of the capital expenditure budgets of the Company’s pipeline and storage subsidiaries and utility
subsidiary (weighted as 5% of the formula), safety (weighted as 5% of the formula), Distribution
Corporation’s effectiveness in obtaining customer assistance under the Home Energy Assistance
Program (weighted as 5% of the formula), and the Company’s investor relations program (weighted as
5% of the formula).



The goals for Mr. Cabell relate to Company earnings per share (weighted as 15% of the formula),
earnings per share of Seneca Resources (weighted as 15% of the formula), oil and natural gas
production volume (multiple goals weighted in the aggregate as 30% of the formula), oil and natural
gas reserve replacement (weighted as 20% of the formula), finding and





 









 







development costs (weighted as 10% of the formula), lease operating expenses and general and
administrative expenses (weighted as 5% of the formula), and environmental/safety compliance
(weighted as 5% of the formula).



The goals for Mrs. Cellino relate to Company earnings per share (weighted as 25% of the formula),
earnings per share of the Company’s pipeline and storage subsidiaries and utility subsidiary
(weighted as 25% of the formula), safety (multiple goals weighted in the aggregate as 15% of the
formula), Distribution Corporation customer service standards (weighted as 10% of the formula),
Distribution Corporation meter reading (weighted as 10% of the formula), employee education
(weighted as 5% of the formula), and Distribution Corporation’s effectiveness in obtaining customer
assistance under the Home Energy Assistance Program (multiple goals weighted in the aggregate as
10% of the formula).



Also on December 20, 2010, the Compensation Committee adopted specific written performance goals
for fiscal year 2011 under the National Fuel Gas Company Executive Annual Cash Incentive Program
(“EACIP”) for David P. Bauer, Treasurer and Principal Financial Officer of the Company; and James
D. Ramsdell, Senior Vice President of Distribution Corporation. Mr. Bauer and Mr. Ramsdell will
earn cash compensation in fiscal 2011 under the EACIP depending upon their performance relative to
their goals. Compensation amounts pursuant to these arrangements can range from zero to 90% of
salary for Mr. Bauer and Mr. Ramsdell. Target compensation is 45% of salary for Mr. Bauer and Mr.
Ramsdell. The Compensation Committee may approve other compensation or awards at its discretion.



The goals for Mr. Bauer relate to Company earnings per share (weighted as 25% of the formula),
earnings per share of the Company’s pipeline and storage subsidiaries and utility subsidiary
(weighted as 25% of the formula), the Company’s investor relations program (multiple goals weighted
in the aggregate as 20% of the formula), internal control compliance (weighted as 5% of the
formula), and individual performance as otherwise subjectively determined (weighted as 25% of the
formula).



The goals for Mr. Ramsdell relate to Company earnings per share (weighted as 25% of the formula),
earnings per share of the Company’s pipeline and storage subsidiaries and utility subsidiary
(weighted as 25% of the formula), safety (multiple goals weighted in the aggregate as 15% of the
formula), Distribution Corporation meter reading (weighted as 5% of the formula), management of the
capital expenditure budgets of the Company’s pipeline and storage subsidiaries and utility
subsidiary (weighted as 5% of the formula), and individual performance as otherwise subjectively
determined (weighted as 25% of the formula).