EX-10.9



 






Exhibit 10.9




RETIREMENT AGREEMENT




     THIS RETIREMENT AGREEMENT (the “Agreement”) is made by and among Horizon Energy
Development, Inc., a New York corporation having offices at 6363 Main Street, Williamsville, New
York 14221 (“Horizon”), National Fuel Gas Company, a New Jersey corporation having offices at 6363
Main Street, Williamsville, New York 14221 (“National Fuel”) and Mr. Bruce H. Hale, 247 Brantwood
Road, Snyder, New York, 14226 (“Mr. Hale”) as of August 1, 2005.



     WHEREAS, National Fuel, Horizon and Mr. Hale (each a “party,” collectively, the “parties”)
mutually agree that each party shall receive certain consideration, on the terms set out in this
Agreement;



     NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:





	1.	 	As used within this Agreement, the terms “Company,” “we,” “our” or “us“ collectively refer to
National Fuel Gas Company and its subsidiary and affiliated companies, other related entities,
and successors or assigns. As used within this Agreement, the terms “Mr. Hale,” “employee,”
“you” or “your” refers to Bruce H. Hale.
	 
	2.	 	You have voluntarily decided to apply for retirement, effective August 1, 2005.






	3.	 	Consistent with your decision to retire, you hereby resign, effective August 1, 2005, any and
all positions as an officer, director, employee or equivalent of any Company entity. Your
separation from employment is by mutual agreement between you and the Company. Your
employment with the Company will terminate on July 31, 2005.






	4.	 	The Company agrees to pay you, minus all applicable taxes and withholdings, your regular pay
and benefits up to and including July 31, 2005.






	5.	 	(a)	 	You are entitled to certain accrued pension benefits, effective August 1, 2005, as
provided under the terms of the National Fuel Gas Company Retirement Plan (the “Retirement
Plan”), payable upon such dates and in such amounts determined in accordance with the terms
and conditions of the Retirement Plan. Notwithstanding the foregoing, the benefit for the
month of August 2005, only, may be paid at any time during the month of August 2005 and is
dependent on your timely providing the Retirement Plan Administrator with a benefit option
choice under the Retirement Plan. 






	 	(b)	 	You are entitled to certain supplemental pension benefits, effective August 1,
2005, as provided under the terms of the National Fuel Gas Company Executive Retirement
Plan (the “ERP”) payable upon such dates and in such amounts




 









 






	 	 	 	determined in accordance with the terms and conditions of the ERP, provided, that
any amounts that would otherwise have been payable to you under the ERP in January
2006 shall be paid to you in full in December 2005. Notwithstanding the foregoing,
the benefit for the month of August 2005, only, may be paid at any time during the
month of August 2005 and is dependent on your timely providing the ERP Plan
Administrator with a benefit option choice under the ERP.






	6.	 	Your Split Dollar Agreement and the related Collateral Assignment, and any and all rights you
may have under National Fuel ERISA benefit plans not mentioned in this Agreement, including
but not limited to the National Fuel Gas Company Deferred Compensation Plan and the National
Fuel Gas Company Tophat Plan, shall remain in effect in accordance with their terms, as the
same may be amended to comply with the requirements of Section 409A of the Internal Revenue
Code and are not affected by this Agreement The Company hereby consents to any automatic
borrowing by you of money from the insurance policy underlying that Split Dollar Agreement
that would be applied directly to the payment of any premiums on that policy when and if the
dividends on that policy are insufficient to fund the entire premium while you are not in
breach of this Agreement. The Company shall not borrow money from such insurance policy.






	7.	 	(a)	 	Beginning August 1, 2005, you will be entitled to retiree health coverage in the same
manner and form as is available to any supervisory employee who retires in 2005, which is any
and all family medical coverage offered under (i) the Company’s Traditional Indemnity Plan for
non-bargaining unit retirees, and (ii) the Prescription Drug Plan. The Company will withhold
the retiree medical contribution of $71 per month from your monthly benefit under the
Retirement Plan, beginning August 1, 2005, which contribution rate will remain in effect for
the duration of your coverage.






	 	(b)	 	Commencing August 1, 2005, you may elect COBRA continuation coverage for a period
of 18 months under the Company Dental Plan, at your expense. Assuming you elect COBRA
continuation coverage beginning August 1, 2005, in the event of your death prior to the
expiration of the 18-month COBRA continuation period, your spouse will be entitled to
continue such coverage under COBRA at her election, at her cost based on the COBRA
continuation rate in effect from time to time and for the duration provided under
COBRA.
	 
	 	(c)	 	Commencing August 1, 2005, you may elect COBRA continuation coverage for a
period of 18 months under the Company’s Executive Medical Plan at your expense.
Assuming you elect COBRA continuation coverage, beginning August 1, 2005, in the event
of your death prior to the expiration of the 18-month COBRA continuation period, your
spouse will be entitled to continue such coverage under COBRA at her election, at her
cost based on the COBRA continuation rate in effect from time to time and for the
duration provided under COBRA.




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	8.	 	National Fuel will pay you a supplemental annual pension benefit equivalent to one hundred
twenty thousand dollars ($120,000) expressed as a single life annuity, minus any and all
applicable taxes and withholding. You have been offered the choices of forms of payment of
this benefit from among the benefit option choices available to retirees under the Retirement
Plan, and you hereby elect the Period Certain and Life Annuity form of payment for this
benefit, which yields a pre-tax annual benefit of one hundred twelve thousand eight hundred
dollars ($112,800). This amount, minus any and all applicable taxes and withholding, will be
paid in equal monthly installments beginning August 2005 and continuing in the same manner and
for the same duration as if it were payable under the Retirement Plan, for your life but for
at least fifteen (15) years to your designated beneficiary, and otherwise as provided in the
Retirement Plan. Notwithstanding the foregoing, the benefit for the month of August 2005,
only, may be paid at any time during the month of August, 2005, and any payment
scheduled to be made to you pursuant to this paragraph 8 that would otherwise have been
payable to you in January 2006 shall be paid to you in full in December 2005. The Company
will make such payment by a check mailed to your then-current home address or via direct
deposit to an account so designated, in writing, by you.






	9.	 	The Company agrees to pay you by check mailed to your then-current home address or via direct
deposit to an account so designated, in writing, by you, an additional supplemental pension
payment in a lump sum of six hundred fifty thousand dollars ($650,000), less any and all
applicable taxes and withholding. Said lump sum payment shall be made on or about October 15,
2005. In the event of your death prior to October 15, 2005, this payment will be payable to
your Estate when due. For the avoidance of doubt, no portion of this payment is intended to
constitute any bonus for the fiscal year ending September 30, 2005, and none has been included
in the calculation of your pension benefits provided in paragraph 5 of this Agreement.






	10.	 	In consideration for the promises set forth in paragraphs 8 and 9 of this Agreement, you
hereby knowingly and voluntarily release, unconditionally waive and forever discharge the
Company and National Fuel Gas Supply Corporation, their successors and assigns, heirs,
executors and administrators, of and from all, and all manner of action and actions, cause and
causes of actions, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims and demands whatsoever, in law or in equity,
based on the Employment Continuation and Noncompetition Agreement, dated December 11, 1998 and
entered into among Mr. Hale, National Fuel Gas Supply Corporation and National Fuel.






	11.	 	In further consideration for the promises set forth in paragraphs 8 and 9 of this Agreement,
you hereby knowingly and voluntarily release and unconditionally waive any and all demands,
claims and causes of action, of whatever kind or nature, which you ever had, now have or which
you, your successors, assigns, heirs, executors or administrators can, shall or may have for
any reason as of the date you execute this Agreement against the Company or any of the
Company’s predecessors, successors, assigns, executors,




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	 	 	administrators, directors, officers, employees and agents (collectively “Releasees”)
regarding your employment and its termination, including, but not limited to:






	 	(a)	 	all demands, claims and causes of action for wages, benefits (including
benefits under the ERP), bonuses, severance pay, perquisites, or back wages, benefits
or bonuses other than those set forth in this Agreement or in any benefit plan, program
or policy of the Company not specifically referred to in this Agreement;
	 
	 	(b)	 	all demands, claims and causes of action under state or federal civil rights
and anti-discrimination laws, regulations or orders, including Executive Order 11246,
Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of
1967, the Americans with Disabilities Act of 1990 and the New York Human Rights Law;
	 
	 	(c)	 	all demands, claims and causes of action that your employment or its
termination violated any alleged contractual relationship with the Company or was in
any way unreasonable, wrongful, or in violation of any Company policy; and
	 
	 	(d)	 	all demands, claims and causes of action for mental, physical or emotional
distress or harm, or defamation relating in any way to your employment or its
termination.






	12.	 	In conjunction with the provisions of paragraph 11 herein, the Company and you specifically
acknowledge and agree that:






	 	(a)	 	you do not waive any claim which may arise after the execution of this
Agreement;
	 
	 	(b)	 	you do not waive any claim with respect to performance by the Company of its
obligations under this Agreement.
	 
	 	(c)	 	you do not waive any right of indemnification by or contribution from the
Company which arises under the provisions of paragraph 18 of this Agreement, under the
Company’s by-laws or under the corporate laws of New York or New Jersey regarding the
relationship between a corporation and its officers;.
	 
	 	(d)	 	but for this Agreement, you would not be entitled to the benefits set forth in
paragraphs 8 and 9 of this Agreement;
	 
	 	(e)	 	the Company has advised you to review the Agreement, and specifically the
release contained in paragraph 11 herein, with your attorney prior to signing this
Agreement;
	 
	 	(f)	 	you were given this Agreement on July 27, 2005, and you understand you may
review this Agreement for up to twenty-one (21) days before being required to execute
this Agreement. You and the Company agree that the time period for you




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	 	 	 	to consider this Agreement before signing it will not be restarted if any changes,
material or non-material, are made to the Agreement after the date you first
received it. You and the Company also agree that, other than the accrued pension
benefits provided under the Retirement Plan and the ERP, no benefits provided under
this Agreement shall be payable unless and until the time periods referenced herein
and in paragraph (e) hereof expire and this Agreement becomes effective.
	 
	 	(g)	 	you may terminate this Agreement at any time within seven (7) days after your
execution of this Agreement. This Agreement shall not become effective until the time
to terminate it has expired.






	13.	 	As a part of the consideration for the compensation provided in this Agreement and for the
other covenants made by National Fuel in this Agreement, you agree to the following
confidentiality provisions:






	 	(a)	 	You agree that the contents of this Agreement are confidential and will not be
disclosed to any third party, other than your attorney, your wife, tax advisor,
financial advisor(s), the Internal Revenue Service, the New York State Tax Department
or the tax authority of any state or locality in which you are, or may be, subject to
income tax, unless you are compelled to do so by a court having jurisdiction over such
matter (in which case you will notify the Company as soon as possible of the activity
and cooperate with the Company in seeking relief from such compulsion) or as may be
necessary in connection with the enforcement of this Agreement. Notwithstanding the
previous sentence, you may disclose the provisions of this paragraph 13 and paragraphs
14 and 16 hereof to any prospective employer or any other person or entity for whom you
propose to provide services.
	 
	 	(b)	 	Notwithstanding anything to the contrary contained in this Agreement, or any
other express or implied agreement, arrangement or understanding, the parties and their
respective affiliates, employees, representatives and other agents may disclose to any
and all persons the tax structure and any of the tax aspects of the transaction(s)
contemplated by this Agreement, which are necessary to describe or support any United
States federal income tax benefits that may result therefrom or any materials necessary
to comply with United States federal or state securities laws. For the purposes of
this provision, “tax structure” is limited to facts relevant to the U.S. federal income
tax treatment of the transaction(s) and does not include information relating to the
identity of the parties, their affiliates, agents or advisors.
	 
	 	(c)	 	You hereby represent that you have returned to the Company any and all
corporate documents, records or copies of the same, information or property in your
possession of which you are aware, except those relating to either your own employment,
such as payroll stubs and benefits statements, or your shareholdings in the Company.
You agree to return to the Company any and all such




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	 	 	 	documents, records, copies, information and property which are or become subject to
your control in the future. The Company acknowledges receipt from you of corporate
documents and information you left behind on the Company’s premises. Your
performance of the obligations set forth in this paragraph 13(c) is a condition
precedent to your receipt of any benefits under paragraphs 8 and 9 of this
Agreement; however, upon a change of control of the Company (within the meaning of
Section 409A of the U.S. Internal Revenue Code as in effect on the date of this
Agreement), your performance of this condition shall no longer be such a condition
precedent, and any subsequent breach by you of this paragraph 13(c) would render you
subject only to the same remedies the Company would have for any other material
breach of this Agreement.
	 
	 	(d)	 	You shall hold in a fiduciary capacity for the benefit of National Fuel any and
all of the Company’s trade secrets and confidential and proprietary information in your
possession. You shall not, without the prior written consent of National Fuel, unless
compelled pursuant to an order of a court or other body having jurisdiction over such
matter (in which case you will notify the Company as soon as possible of the activity
and cooperate with the Company in seeking relief from such compulsion), at any time,
utilize or communicate or divulge to anyone other than the Company and those designated
by it, any of the Company’s trade secrets and confidential and proprietary information.
	 
	 	(e)	 	The prohibition against your use of the Company’s trade secrets and
confidential and proprietary information, other than for the benefit of National Fuel,
includes but is not limited to the exploitation of any products or services that embody
or are derived from the Company’s trade secrets or confidential and proprietary
information.
	 
	 	(f)	 	You agree to comply with (i) any and all applicable laws and regulations
regarding your actions and omissions while in possession of any material nonpublic
information about the Company which you may have at any time; and (ii) any and all
confidentiality agreements that the Company entered into with third parties, of which
you were made aware during your employment by the Company, under which the Company
promised that its Representatives (including you) would keep confidential certain
information described in those confidentiality agreements.
	 
	 	(g)	 	You represent, warrant and agree that you have no proprietary or ownership
rights or title to any of the Company’s trade secrets or confidential and proprietary
information and no legal right to use, disclose, disseminate, or publish any of the
Company’s trade secrets or confidential and proprietary information in any locality.
You acknowledge that if you were to work for or advise any entity in connection with a
potential acquisition of or merger with the Company, you would in the course of that
work inevitably use or disclose some of the Company’s trade secrets or confidential and
proprietary information.




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	 	(h)	 	The Company’s “trade secrets” and “confidential and proprietary information”
include, but are not limited to, any and all memoranda, software, data bases, computer
programs, interface systems, pricing and client information, records and “writings” as
hereinafter defined pertaining to the Company’s methods or practices of doing business
and marketing its services and products, whether or not developed or prepared by you
during the term of your employment with the Company. As used in the preceding
sentence, the term “writings” shall mean and include all works, expressed in words,
numbers or other verbal or numerical symbols, regardless of the physical manner in
which they are embodied, including, but not limited, to books, articles, manuscripts,
memoranda, computer programs, computer software systems, maps, charts, diagrams,
technical drawings, manuals, video and audio tape recordings, and photographs.
Notwithstanding the foregoing, the Company’s trade secrets and confidential and
proprietary information shall mean only such information or material not generally
known to the public (other than by act of you or your representatives in breach of this
Agreement).






	14.	 	In order to protect and safeguard the Company’s trade secrets and confidential information,
you agree that, during the period beginning August 1, 2005 and ending July 31, 2008:






	 	(a)	 	you will not, directly or indirectly and without the prior written consent of
National Fuel, engage in or be interested in (as owner, partner, shareholder, employee,
director, agent, consultant or otherwise), any business which is a “competitor” of the
Company, as hereafter defined, except as otherwise permitted under paragraph 14(c)
below;
	 
	 	(b)	 	for purposes of this Agreement, a “competitor” of the Company is any
corporation, sole proprietorship, partnership, joint venture, syndicate, trust or any
other form of organization or parent, subsidiary or division of any of the foregoing,
which, during such period or the immediately preceding fiscal year of such entity, was
engaged in (i) the transportation, distribution, purchase, brokering, marketing, or
trading of natural gas, electricity or other energy products or services which are
competitive to the Company’s products or services, or in any energy related project
that is competitive to the Company’s products, services or projects, provided that such
entity was engaged in such competitive business within 50 miles of the geographic area
in which the Company is engaged in business, or (ii) the development of cogeneration
facilities in Italy or Bulgaria;
	 
	 	(c)	 	the terms of this paragraph 14 shall not apply to:






	 	(i)	 	your present or future investments in the securities of
companies listed on a national securities exchange or traded on the
over-the-counter market to the extent such investments do not exceed 2% of the
total outstanding shares of such company,




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	 	(ii)	 	your engagement in or interest in any business with the prior
written consent of National Fuel.






	 	(d)	 	The parties acknowledge and agree that the foregoing restrictions contain
reasonable limitations as to the time, geographical area, and scope of activity to be
restrained and these restrictions do not impose any greater restraint than is necessary
to protect the goodwill and other legitimate business interests of the Company.






	15.	 	In consideration for your promises set forth in this Agreement, the Company agrees that:






	 	(a)	 	any inquiries by prospective employers or third parties will be handled as per
Company policy; that is, the dates of your employment and job title will be the only
information released by the Company;
	 
	 	(b)	 	the contents of this Agreement are confidential; the Company shall not disclose
the contents of this Agreement to anyone other than the directors, officers, employees
and agents of the Company or its affiliates who need to know except as
required, in the opinion of counsel, to comply with applicable law, regulation or
order;
	 
	 	(c)	 	the Company hereby knowingly and voluntarily releases and unconditionally
waives any and all demands, claims and causes of action against you, of whatever kind
or nature, which the Company ever had, now has or which it or its successors can, shall
or may have for any reason as of the date you execute this Agreement, except for claims
for fraud or other intentional misconduct discovered by the Company’s officers after
the execution of this Agreement; the Company does not release or waive any claim which
may arise after the execution of this Agreement; and
	 
	 	(d)	 	the Company shall not publicly or privately disparage you, either personally or
professionally; the parties agree that nothing in this paragraph shall be construed to
prevent any officer of the Company or any subsidiary or affiliate from discussing your
performance internally in the ordinary course of business.






	16.	 	In further consideration for the promises set forth in this Agreement, you agree that:






	 	(a)	 	you will not publicly or privately disparage the Company, or any of its
subsidiaries, affiliates, directors, officers or employees including any aspect of
their respective business, products, employees, management or Board of Directors, in
any manner, including but not limited to in any way which could materially adversely
affect the business of the Company or such subsidiaries or affiliates; and
	 
	 	(b)	 	you will not, directly or indirectly, take any action with the intended purpose
of interfering with, damaging or disrupting the assets or business operations or




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	 	 	 	affairs of the Company or its subsidiaries or affiliates; without limiting the
foregoing in any way, it shall be conclusively presumed that you have breached this
subparagraph 16(b) if, without the prior written consent of National Fuel or other
than at National Fuel’s written request, you






	 	(i)	 	voluntarily participate in any of the following, collectively
referred to as a “Proceeding”: any rate case, claim, litigation, arbitration,
mediation or administrative proceeding affecting the revenue, expenses, assets
or liabilities of the Company other than any claim, litigation, arbitration,
mediation or administrative proceeding that does not relate to a rate matter;
	 
	 	(ii)	 	voluntarily render any assistance in the preparation or
development of any position in a Proceeding; or
	 
	 	(iii)	 	submit any shareholder proposal, motion or resolution to the
Company to be discussed or voted upon by the Company’s shareholders. You
hereby grant the Secretary of National Fuel an irrevocable power of attorney to
withdraw for all purposes any such shareholder proposal.






	 	(c)	 	you will not, directly or indirectly and without the prior written consent of
National Fuel , work for, consult with, advise or represent (as employee, agent,
consultant or otherwise), any business which is a “customer” of the Company, as
hereafter defined, with respect to any matter or activity which would tend to reduce
the quantity or price of services or commodities provided by the Company to that
business;
	 
	 	(d)	 	for purposes of this Agreement, a “customer” of the Company is any
corporation, sole proprietorship, partnership, joint venture, syndicate, trust or any
other form of organization or parent, subsidiary or division of any of the foregoing,
which, during such period or the immediately preceding fiscal year of such entity,
purchased commodities, goods or services from the Company; and
	 
	 	(e)	 	you will not induce or otherwise entice, directly or indirectly, any employee
or officer of the Company to leave the Company, nor shall you attempt to hire any of
the Company’s employees or officers.






	17.	 	You waive any and all rights to employment at the Company, agree not to knowingly apply for,
solicit, seek or otherwise attempt to obtain employment with the Company, and further agree
that the Company is not or will not be at any time under any obligation to employ you. You
further agree that if you should apply for employment at the Company, the Company will have no
obligation to process your employment application or to hire you and that the failure to
process your employment application or to hire you shall not constitute a violation of any
federal, state or local law, regulation or order. Nothing in this Agreement shall preclude
you, however, from soliciting, seeking or otherwise attempting to obtain consulting work with
the Company as an independent contractor, or




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	 	 	from actually performing consulting services for the Company if retained by the Company, it
being understood that the Company is not and will not be under any obligation to engage you
as a consultant.






	18.	 	National Fuel shall indemnify you to the fullest extent permitted and in the manner provided
by the laws of the State of New Jersey including, without limitation, the indemnification
permitted by N.J.S. 14A:3-5(8), against all liabilities (including amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties) and expenses (including, without
limitation, attorneys’ fees and disbursements) imposed upon or incurred by you in connection
with any pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding (“Proceeding”) in which you may become involved by reason of your
being or having been a director or officer of the Company, or of serving or having served at
the request of the Company as a director, officer, trustee, employee or agent of, or in any
other capacity with, another foreign or domestic corporation, or any partnership, joint
venture, sole proprietorship, employee benefit plan, trust or other enterprise, whether or not
for profit. During the pendency of any such proceeding, the Company shall, to the fullest
extent permitted by law, promptly advance expenses (including, without limitation, attorneys’
fees and disbursements) that are incurred, from time to time, in connection therewith by you,
subject to the receipt by the Company of an undertaking of you as required by law. Unless
otherwise required by applicable law at that time, this undertaking shall be in the form of a
writing signed by you promising to immediately repay the advanced amounts if it shall
ultimately be determined that you are not entitled to indemnification under this section or
under applicable law at that time. The indemnification provided by this paragraph 18 shall
extend to your estate or personal representative.






	19.	 	This Agreement is made subject to approval and ratification by the Board of Directors of
National Fuel, to whom it will be presented and favorably recommended by management at the
next meeting of that Board, scheduled for September 8, 2005. If this Agreement is not so
approved and ratified, then the parties will negotiate in good faith to restore the parties as
nearly as possible to the positions in which they would have been if this Agreement had never
been executed, or to reach some other mutually agreeable arrangement.






	20.	 	The parties agree that the legal invalidity of any provision of this Agreement shall not make
this Agreement void or unenforceable, and that in such case this Agreement shall be construed
so as to preserve as much as possible of the parties’ respective interests which motivated
them to execute this Agreement. It is also agreed that this Agreement shall be construed and
enforced in accordance with the laws of the State of New York. The parties acknowledge that
they have mutually negotiated all provisions of this Agreement with the assistance of counsel.
The provisions of this Agreement shall be interpreted and construed in accordance with their
fair meanings, and not strictly for or against either party, regardless of which party may
have drafted this Agreement or any specific provisions.




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	21.	 	This Agreement constitutes the final, complete and exclusive agreement between Horizon and
you regarding your employment and its termination. You do not rely upon any oral promises in
signing this Agreement, and the only promises you rely on are those set forth in writing
herein. This Agreement may be modified or amended only by a written instrument signed by
Horizon and you.






	22.	 	This Agreement is personal to Mr. Hale and without the prior written consent of National Fuel
shall not be assignable by him other than by will or the laws of descent and distribution.
During his life Mr. Hale may also make inter vivos transfers of some or all of his rights
under this Agreement to members of his family or entities established for their benefit, but
Mr. Hale shall remain fully responsible for performance of all his obligations under this
Agreement, and the quantity and nature of all obligations of the Company and Horizon under
this Agreement shall be interpreted as though such transfer had not occurred. This Agreement
shall inure to the benefit of and be enforceable by Mr. Hale’s legal representatives.






	23.	 	This Agreement shall inure to the benefit of and be binding upon National Fuel and its
successors.





     IN WITNESS WHEREOF, each party has executed this Agreement as of the date indicated below.



NATIONAL FUEL GAS COMPANY




	 	 	 	 	 
	By:

	 	     /s/ P. C. Ackerman
	 	Date: 8/12/05
	 

	 	 	 	 
	 

	 	     P. C. Ackerman	 	 
	 

	 	     President	 	 
	 
	 	 	 	 
	HORZON ENERGY DEVELOPMENT, INC.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ P. C. Ackerman
	 	Date: 8/12/05
	 

	 	 	 	 
	 

	 	     P. C. Ackerman	 	 
	 

	 	     President	 	 
	 
	 	 	 	 
	BRUCE H. HALE	 	 
	 
	 	 	 	 
	 

	 	     /s/ Bruce H. Hale
	 	Date: 8/12/05
	 

	 	 	 	 






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