PROXY
NATIONAL FUEL GAS COMPANY
PROXY/VOTING INSTRUCTION CARD SOLICITED BY THE BOARD OF
DIRECTORS FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS, FEBRUARY 17, 2000
PLACE: THE RITZ-CARLTON, MANALAPAN, FLORIDA
The undersigned hereby appoints B. J. Kennedy, P. C. Ackerman, and A. M.
Cellino, and each or any of them, Proxies with full power of substitution and
revocation in each, to vote all the shares of Common Stock held of record by the
undersigned on December 20, 1999, at the Annual Meeting of Stockholders of
National Fuel Gas Company or at any adjournment of the meeting, on each of the
items on the reverse side and in accordance with the directions given there,
and, in their discretion, on all other matters that may properly come before the
Annual Meeting or any adjournment thereof. THIS PROXY MAY BE REVOKED WITH THE
SECRETARY OF THE MEETING AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY
STATEMENT.
EMPLOYEE BENEFIT PLANS. This card also provides voting instructions for shares
held in the National Fuel Gas Company Employee Stock Ownership Plans, the
National Fuel Gas Company Employees' Thrift Plan, and the National Fuel Gas
Company Tax-Deferred Savings Plans. If you are a participant in any of these
plans and have shares of the Common Stock of the Company allocated to your
account under these plans, please read the following authorization to the
Trustees of those plans as to the voting of such shares.
TRUSTEES' AUTHORIZATION. The undersigned authorizes The Chase Manhattan Bank,
N.A. as Trustee of the National Fuel Gas Company Employee Stock Ownership Plans
and the National Fuel Gas Company Employees' Thrift Plan and/or authorizes
Vanguard Fiduciary Trust Company as Trustee of the National Fuel Gas Company
Tax-Deferred Savings Plans to vote all shares of the Common Stock of the Company
allocated to the undersigned's account under such plan(s) (as shown on the
reverse side) at the Annual Meeting, or at any adjournment thereof, in
accordance with the instructions on the reverse side.
INCOMPLETE DIRECTIONS AND INSTRUCTIONS. IF THIS CARD IS RETURNED SIGNED BUT
WITHOUT DIRECTIONS MARKED FOR ONE OR MORE ITEMS, REGARDING THE UNMARKED ITEMS,
YOU ARE INSTRUCTING THE TRUSTEE(S) AND GRANTING THE PROXIES DISCRETION TO VOTE
FOR ITEMS 1,2,3 AND 4 AND AGAINST ITEM 5. YOU MAY REVOKE YOUR INSTRUCTIONS BY
NOTICE TO THE TRUSTEE(S) AS DESCRIBED ON THE FIRST PAGE OF THE ENCLOSED PROXY
STATEMENT.
THIS PROXY/VOTING INSTRUCTION CARD IS CONTINUED ON THE REVERSE SIDE.
PLEASE VOTE BY TELEPHONE, OR SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF TWO WAYS:
1. Call TOLL FREE 1-800-840-1208 on a touch-tone telephone and follow the
instructions found on the reverse side.
Or
2. Mark, sign and date your proxy/voting card and return it promptly in the
enclosed envelope.
PLEASE VOTE
In order to reduce the costs associated with producing and mailing your Annual
Report and Proxy Statement in future years, we urge you to elect on your proxy
card that you would like to view your Annual Report and Proxy Statement
electronically via the Internet. Your election can be revoked at anytime by
calling 1-800-648-8166. You will continue to receive your proxy card in the
mail, regardless of your election.
You will receive further directions regarding the Internet viewing process in
the future for next year's Annual Report and Proxy Statement.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. SEE REVERSE SIDE FOR IMPORTANT PROVISIONS AND ADDITIONAL
INSTRUCTIONS.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ITEMS 1, 2, 3, 4 AND AGAINST ITEM 5.
Please mark
your vote as
indicated in
this example. /X/
<TABLE>
<S> <C> <C> <C>
FOR WITHHOLD
all nominees for all
(except as marked to nominees
the left)
Item 1 - Election of the following nominees as Directors: / / / /
For three-year terms which expire in 2003 -
01) E. T. Mann
02) G.L. Mazanec
WITHHOLD for the following only. Write name(s) below.
_____________________________________________________
Item 2 - Appointment of independent accountants. FOR AGAINST ABSTAIN
/ / / / / /
Item 3 - Approval of the Annual At Risk Compensation FOR AGAINST ABSTAIN
Incentive Plan / / / / / /
Item 4 - Approval of Amendments to the 1997 Award & FOR AGAINST ABSTAIN
Option Plan / / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM 5.
Item 5 - Adoption of, if presented at the Meeting, FOR AGAINST ABSTAIN
a shareholder proposal. / / / / / /
WILL ATTEND MEETING / /
</TABLE>
I consent to future access of the Annual Reports and Proxy Statements
electronically via the Internet. I understand that the Company may no longer
distribute printed materials to me for any future shareholder meeting until such
consent is revoked. / /
**WE ENCOURAGE YOU TO VOTE BY TELEPHONE TOLL FREE.
PLEASE READ THE INSTRUCTIONS BELOW**
(Signature of Stockholder(s))______________________________ Dated: ____________
Please sign your name as it appears on this proxy/voting instruction card and
return the completed card in the enclosed envelope. When signing as an attorney,
executor, administrator, trustee, guardian or other representative, please give
title as such. If signer is a corporation, please sign full corporate name by
duly authorized officer and attach corporate seal. For joint accounts, each
joint owner should sign.
- -------------------------------------------------------------------------------
PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE
[GRAPHIC OF TELEPHONE] VOTE BY TELEPHONE - TOLL FREE [GRAPHIC OF TELEPHONE]
QUICK *** EASY *** IMMEDIATE
Your telephone vote authorizes the named proxies/trustees to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a Control Number, which is located in the box in
the lower right hand corner of this form.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION #2: If you choose to vote on each proposal separately, press 0 now and
you will hear these instructions:
Proposal 1: TO VOTE FOR ALL nominees, press 1; to WITHHOLD FOR ALL
nominees, press 9;
TO WITHHOLD FOR AN INDIVIDUAL nominee, press 0.
If you press 0, enter the two-digit number that precedes the
nominee(s) for whom you withhold your vote.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The instructions are the same for all remaining proposals.
Your votes will be repeated, please confirm your selections.
When prompted, please answer the following:
- Will you be attending the Annual Meeting?
- Do you consent to future access of the Annual Reports and
Proxy Statements electronically via the Internet?
(Please read the reverse side)
IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY/VOTING
INSTRUCTION CARD.
THANK YOU FOR VOTING
CALL ** TOLL FREE ** ON A TOUCH TONE TELEPHONE
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
<PAGE>
(Signature of Stockholder(s)) ____________________ Dated:________________
Please sign your name as it appears on this proxy/voting instruction card and
return the completed card in the enclosed envelope. When signing as an attorney,
executor, administrator, trustee, guardian or other representative, please give
title as such. If signer is a corporation, please sign full corporate name by
duly authorized officer and attach corporate seal. For joint accounts, each
joint owner should sign.
...............................................................................
PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE
[ART] VOTE BY TELEPHONE -- TOLL FREE [ART]
QUICK * * * EASY * * * IMMEDIATE
Your telephone vote authorizes the named proxies/trustees to vote your shares in
the same manner as if you marked, signed and returned your proxy card.
- - You will be asked to enter a Control Number, which is located in the box in
the lower right hand corner of this form.
OPTION #1: To vote as the Board of Directors recommends on ALL proposals.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
OPTION #2: If you choose to vote on each proposal separately, press 0 now and
you will hear these instructions:
Proposal 1: TO VOTE FOR ALL nominees, press 1; to WITHHOLD FOR ALL nominees,
press 9;
TO WITHHOLD FOR AN INDIVIDUAL nominee, press 0.
If you press 0, enter the two-digit number that precedes the
nominee(s) for whom you withhold your vote.
Proposal 2: To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
The instructions are the same for all remaining proposals.
Your votes will be repeated, please confirm your selections.
When prompted, please answer the following:
- Will you be attending the Annual Meeting?
- Do you consent to future access of the Annual Reports and Proxy
Statements electronically via the Internet? (Please read the
reverse side)
IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY/VOTING
INSTRUCTION CARD.
THANK YOU FOR VOTING
CALL * * TOLL FREE * * ON A TOUCH TONE TELEPHONE
1-800-840-1208 -- ANYTIME
There is NO CHARGE to you for this call.
