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EXHIBIT 4.4


NATIONAL FUEL GAS COMPANY



OFFICER’S CERTIFICATE 


Establishing Senior Notes


     R. J. Tanski, the Treasurer of National Fuel Gas Company, a New Jersey corporation (the “Company”),
pursuant to the authority granted in the Board Resolutions of the Company adopted
on _________, 200_, and Sections 102, 201 and 301 of the Indenture defined herein,
does hereby certify to The Bank of New York Mellon (formerly known as The Bank
of New York), as Trustee (the “Trustee”) under the Indenture of the
Company (For Unsecured Debt Securities) dated as of October 1, 1999 (the “Indenture”), that: 

	
1.        	
The Securities of the _________ series to be issued under
the Indenture shall be designated “_____% Notes due ____” (the “Notes
of the _________ Series”); the Notes of the_________ Series shall be in
substantially the form set forth in Exhibit A hereto. All capitalized terms used
in this certificate which are not defined herein shall have the meanings set
forth in the Indenture.  
	 
	
2.        	
The Notes of the ________ Series shall be initially authenticated
and delivered in the aggregate principal amount of $________ (the “Initial
Notes of the _______ Series”); provided, however,
that the Company may, without consent of the Holders of the Initial Notes of
the _______ Series, create and issue additional Notes of the _____ Series ranking
equally with, and otherwise identical in all respects to, the Initial Notes of
the ______ Series (except for the date from which interest first accrues thereon
and the first interest payment date therefor), which additional Notes of the______
Series shall form a single series with the Initial Notes of the ______ Series.  
	 
	
3.        	
The Notes of the _________ Series shall mature, and the principal
thereof shall be due and payable, together with all accrued and unpaid interest
thereon on, _______, 20__.  
	 
	
4.        	
The Notes of the _________ Series shall be issued in the denominations
of $_____ [if other than denominations of $1,000] and integral multiples thereof.  
	 
	
5.        	
The Notes of the _________ Series shall bear interest as provided
in the form thereof set forth in Exhibit A.  
	 



Exh. 4.4 - 1










	
6.        	
The principal of and premium if any, and interest on the Notes
of the _________ Series shall be payable at, and registration of transfers and
exchanges in respect of the Notes of the _________ Series may be
effected at, the office or agency of the Company in The City of New York; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the persons entitled thereto [or, in certain circumstances
described in the form of Notes of the _________ Series hereto attached as Exhibit
A, by wire transfer to an account designated by the person entitled thereto].
Notices and demands to or upon the Company in respect of the Notes of the _________
Series and the Indenture may be served at the office or agency of the Company
in The City of New York. The Corporate Trust Office of the Trustee shall initially
be the agency of the Company for such payment, registration and registration
of transfers and exchanges and service of notices and demands and the Company
hereby appoints the Trustee as its agent for all such purposes; provided, however,
that the Company reserves the right to change, by one or more Officer’s
Certificates, any such office or agency and such agent. The Trustee shall initially
be the Security Registrar and the Paying Agent for the Notes of the _________
Series.  
	 
	
7.        	
[Redemption provisions, if any, will be inserted here].  
	 
	
8.        	
[Extension of interest payment provisions, if any, will be inserted here].  
	 
	
9.        	
The Notes of the _________ Series shall be issued initially
in global form registered in the name of Cede & Co. (as nominee for The Depository Trust Company, New York, New York).  
	 
	
10.        	
No service charge shall be made for the registration of transfer
or exchange of the Notes of the _________ Series; provided, however, that the
Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with the exchange or transfer.  
	 
	
11.        	
If the Company shall make any deposit of money and/or Eligible
Obligations with respect to any Notes of the _________ Series, or any portion
of the principal amount thereof, as contemplated by Section 701 of the Indenture,
the Company shall not deliver an Officer’s Certificate described in clause (z) in the first paragraph of said Section 701 unless the Company shall also deliver to the Trustee, together with such Officer’s Certificate, either:  
	 
	 	     (A) an instrument wherein
      the Company, notwithstanding the satisfaction and discharge of its indebtedness
      in respect of the Notes of the _________ Series, shall assume the obligation
      (which shall be absolute and unconditional) to irrevocably deposit with
      the Trustee or Paying Agent such additional sums of money, if any, or additional
    Eligible
	 


 


Exh. 4.4 - 2










	 	Obligations
          (meeting the requirements of Section 701), if any, or any combination
          thereof, at such time or times, as shall be necessary, together with
          the money and/or Eligible Obligations theretofore so deposited, to
          pay when due the principal of and premium, if any, and interest, if
          any, due and to become due on such Notes of the _________ Series or
          portions thereof, all in accordance with and subject to the provisions
          of said Section 701; provided, however, that such instrument may state
          that the obligation of the Company to make additional deposits as aforesaid
          shall be subject to the delivery to the Company by the Trustee of a
          notice asserting the deficiency accompanied by an opinion of an independent
          public accountant of nationally recognized standing, selected by the
          Company and acceptable to the Trustee, showing the calculation thereof;
          or

            (B) an
          Opinion of Counsel to the effect that, as a result of (i) the receipt
          by the Company from, or the publication by, the Internal Revenue Service
          of a ruling or (ii) a change in law occurring after the date of this
          certificate, the Holders of such Notes of the _________ Series, or
          portions of the principal amount thereof, will not recognize income,
          gain or loss for United States federal income tax purposes as a result
          of the satisfaction and discharge of the Company’s indebtedness
          in respect thereof and will be subject to United States federal income
          tax on the same amounts, at the same times and in the same manner as
    if such satisfaction and discharge had not been effected. 

	 	 
	
12.        	
The Notes of the _________ Series shall have such other terms
and provisions as are provided in the form thereof set forth in Exhibit A hereto.  
	 
	
13.        	
All conditions precedent, if any, provided for in the Indenture
(including any covenants compliance with which constitutes a condition precedent),
relating to the authentication and delivery of the Notes of the _________
Series requested in the accompanying Company Order No. __ have been complied
with.  
	 
	
14.        	
The undersigned has read all of the covenants and conditions contained in the Indenture, and the definitions in the Indenture relating thereto, relating to the Company’s
issuance of the Notes of the _________ Series
and the Trustee’s authentication and delivery of the Notes of the _____ Series, and in respect of compliance with which this certificate is made.  
	 
	
15.        	
The statements contained in this certificate are based upon the familiarity of the undersigned with the Indenture, the documents accompanying this certificate, and upon discussions by the undersigned with officers, employees and
counsel of the Company familiar with the matters set forth herein.  
	 



Exh. 4.4 - 3










	
16.        	
In the opinion of the undersigned, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenants and conditions have been complied with.  
	 
	
17.        	
In the opinion of the undersigned, such conditions and covenants have been complied with.  
	 



     IN WITNESS WHEREOF, I have executed this Officer’s
Certificate this ____ day of ______, 200_. 

	 	 
	 	R. J. Tanski

      Treasurer 


 


Exh. 4.4 - 4











EXHIBIT A


[depositary legend]


     [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] 


[FORM OF FACE OF SENIOR NOTE]

	
NATIONAL FUEL GAS COMPANY  
	 
	_____%
 SERIES __ SENIOR NOTES DUE_____         
	
NO.   	   	   	
CUSIP NO.:   
	 	 
	
ORIGINAL ISSUE DATE:   	
PRINCIPAL AMOUNT:   
	 	 
	
ORIGINAL INTEREST   	
INTEREST RATE:   
	
   ACCRUAL DATE:   	   	   	   
	 	 	 	 
	
MATURITY DATE:   	   	   	   
	 	 	 	 
	
INTEREST PAYMENT DATES:   	   	   	   
	 	 	 	 
	
REDEEMABLE AT OPTION OF THE COMPANY:   	
                  YES ___  	   	
NO ___    
	 	 	 	 
	
REDEEMABLE AT OPTION OF THE HOLDER:   	
                  YES ___ 	   	
NO ___    
	 	 	 	 
	
(See the Reverse of this Note for redemption provisions)   	   	   	   





     NATIONAL FUEL GAS COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey (herein referred to as the “Company”,
which term includes any successor Person under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to _____________________or
registered assigns, the principal sum of ____________________ Dollars on the
Maturity Date specified above, and to pay interest thereon at the Interest Rate
specified above, [semi-annually] [quarterly] on the Interest Payment Dates specified
above of each year and on the Maturity Date, from the Original Interest Accrual
Date specified above or from the most recent Interest Payment Date to which interest
has been paid, unless the Company shall default in the payment of interest due
on such Interest Payment Date, in


Exh. A - 1











which case interest shall be payable from the next preceding
Interest Payment Date to which interest has been paid, or, if no interest has
been paid on this Security, from the Original Interest Accrual Date. In the event
that the Maturity Date [or any date fixed for redemption] is not a Business Day,
then payment of principal and interest payable on such date shall be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and effect as if
made on such Maturity Date [or date fixed for redemption]. In the event that
any Interest Payment Date is not a Business Day, then payment of interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of such delay) with the
same force and effect as if made on such Interest Payment Date. The Initial Interest
Payment Date shall be ___________, 20__, and the payment on that date shall include
all interest accrued from the Original Interest Accrual Date. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be (a) the
Business Day immediately preceding such Interest Payment Date so long as Securities
of this series remain in book-entry only form or (b) the __ calendar day prior
to such Interest Payment Date if Securities of this series do not remain in book-entry
only form; provided, however, that interest payable at Maturity shall be paid
to the Person to whom principal shall be paid. [Subject to extension of interest
payment provisions,] [A]ny such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice of which shall be given to Holders of Securities of this series not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture. 


     Payment of the principal of and premium, if any, and interest on this Security shall be made at the office or agency of the Company maintained for that purpose in The City of New York, the State of
New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that [(a)] at the option of the Company, interest on this Security may be paid by
check mailed to the address of the person entitled thereto, as such address shall appear on the Security Register or by wire transfer to an account designated by the person entitled thereto[, and (b) upon the written request of a Holder of not less
than $___ million in aggregate principal amount of Securities of this series delivered to the Company and the Paying Agent at least ten days prior to any Interest Payment Date, payment of interest on such Securities to such Holder on such
Interest Payment Date shall be made by wire transfer of immediately available funds to an account maintained within the continental United States specified by such Holder or, if such Holder maintains an account with the entity acting as Paying
Agent, by deposit into such account]. 


Exh. A - 2











     Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose. 

     
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.

 

	 	NATIONAL FUEL GAS COMPANY
	 	 
	 	By:	 


 


Exh. A - 3











[FORM OF CERTIFICATE OF AUTHENTICATION]


CERTIFICATE OF AUTHENTICATION


     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 


Dated: 

 

	 	THE BANK OF NEW YORK MELLON, as

      Trustee 
	 	 
	 	By:	 
	 	 	Authorized Signatory 















[FORM OF REVERSE OF SENIOR NOTE]


     This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture (For Unsecured
Debt Securities), dated as of October 1, 1999 (herein, together with any amendments or supplements thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of
New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture, including the Board Resolutions and Officer’s
Certificate filed with the Trustee on _________, 20__ creating the series designated
on the face hereof, for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof. The acceptance of this Security shall be deemed to constitute
the consent and agreement by the Holder hereof to all terms and provisions of
the Indenture. 

     
[Redemption provisions, if any, will be inserted]


     The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company in respect of this Security, or any portion of the principal amount thereof, upon compliance with
certain conditions set forth in the Indenture, including the Officer’s Certificate described above. 


     If an Event of Default with respect to Securities shall occur and be continuing, the principal of the Securities may be declared due and payable in the manner and with the effect provided in the
Indenture. 


     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 


     As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy


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thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of a majority in aggregate principal amount
of the Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its
own name as Trustee, (c) such Holder shall have offered the Trustee reasonable indemnity, (d) the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity, and (e) the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of all series at the time Outstanding in respect of which an Event of Default shall have occurred and be continuing a direction inconsistent
with such request. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof and premium, if any, or [,subject to the extension of interest payment provisions,]
interest hereon on or after the respective due dates expressed herein. 


     No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

     
[Extension of interest payment provisions, if any, will be inserted here].


     The Securities are issuable
only in registered form without coupons in denominations of $_____ and integral
multiples of $_____. As provided in the Indenture and subject to
certain limitations therein set forth, Securities are transferable to a transferee or transferees, as designated by the Holder surrendering the same for such registration of transfer, and exchangeable for a like aggregate principal amount of Securities and of like tenor and of authorized denominations, as requested by the Holder surrendering the same. 


     No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. 


     The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the absolute owner hereof for all purposes, whether or not this
Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 


     All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 


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