NATIONAL FUEL GAS COMPANY AND PARTICIPATING SUBSIDIARIES EXECUTIVE RETIREMENT PLAN

Exhibit 10.5

NATIONAL FUEL GAS COMPANY

AND PARTICIPATING SUBSIDIARIES

EXECUTIVE RETIREMENT PLAN

Amended and Restated as of September 20, 2007
Further Amended and Restated as of September 24, 2008

TABLE OF CONTENTS

i 

ARTICLE 1

PURPOSE

     1.1 National Fuel Gas Company established this National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan effective as of February 19, 1987 for the purpose of attracting and retaining executives, and for these additional purposes: ( 1 ) to provide retirement benefits to eligible employees in addition to basic retirement benefits provided them under the National Fuel Gas Company Retirement Plan as it may be amended and restated; ( 2 ) to provide retirement benefits to such employees to make up for benefit reductions, if any, under the National Fuel Gas Company Retirement Plan caused by participation in the National Fuel Gas Company Deferred Compensation Plan, as it may be amended and restated; ( 3 ) to provide retirement benefits to such employees without regard to the $200,000 limit on qualified plans’ covered compensation that became effective respecting the National Fuel Gas Company Retirement Plan effective July 1, 1989 (and as that limit may change from time to time); and ( 4 ) to provide to such employees benefits which would have been payable from the tax-exempt trust under the National Fuel Gas Company Retirement Plan but for the limitations placed by Section 415 of the Code on benefits payable and contributions made with respect to such employees under such plans.

     1.2 The National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan is intended to constitute an unfunded deferred compensation plan under Section 201(2) of the Act and the Company’s obligation to pay benefits hereunder, if any, is unfunded and unsecured.

     1.3 The National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan has been amended to comply with the requirements of Section 409A of the Code.

ARTICLE 2

DEFINITIONS

     When used herein, the following terms shall have the following meanings:

     2.1 Act means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     2.2 Annual Cash Compensation with respect to any Member shall include the following:

     (i) The Member’s base salary, whether or not the receipt of a portion thereof has been deferred;

     (ii) The Member’s compensation (whether or not the receipt of all or a portion thereof has been deferred) under National Fuel Gas Company’s short-term annual incentive program, known as the Annual At Risk Compensation Incentive Program (“ AARCIP ”) or any successor program thereto; and

     (iii) The Member’s other performance-related lump sum compensation (i.e. lump sum payments other than expense or tuition reimbursements, moving expense reimbursements, lump sum payments for eligible unused vacation, worker’s compensation payments, award payments for suggestions, severance payments or any other non-performance related lump sum payments) made on or after August 1, 1997.

The Member’s Annual Cash Compensation shall also exclude all commissions, stock, option or SAR awards, restricted stock awards, special allowances, supplemental compensation, any payment under the National Fuel Gas Company Performance Incentive Program and any other extra compensation or incentives or bonuses not expressly included in Annual Cash Compensation pursuant to the foregoing provisions of this Section 2.2.

     2.3 Basic Pension Plan means the National Fuel Gas Company Retirement Plan, as amended and restated from time to time.

     2.4 Basic Pension Plan Benefit means the benefit, stated as a monthly annuity for the Member’s life, commencing at the Member’s Normal Retirement Date, under which the annual payments shall equal the Benefit Base as determined under the Basic Pension Plan, taking into account the effect, if any, of the Benefit Limitations and the fact that deferrals under the National Fuel Gas Company Deferred Compensation Plan are excluded from the definition of Final Average Pay under the Basic Pension Plan.

     2.5 Beneficiary means the person or persons entitled to receive the amount, if any, payable under the Plan upon the death of a Member or retired Member in the Plan in accordance with the form of benefit distribution selected by the Member pursuant to Sections 5.2 and 5.3.

     2.6 Benefit Limitations means ( i ) the maximum “annual benefit” payable under the Basic Pension Plan in accordance with Section 415 of the Code and the implementing provisions of the Basic Pension Plan (as they operate in conjunction with the relevant provisions of other Company employee benefit plans), and ( ii ) the maximum amount of annual compensation of an employee that may be taken into account under the Basic Pension Plan in accordance with Section 401(a)(17) of the Code, as amended and supplemented, and the implementing provisions of the Basic Pension Plan.

     2.7 Board of Directors means the Board of Directors of National Fuel Gas Company.

     2.8 Code means the Internal Revenue Code of 1986, as amended from time to time.

     2.9 Committee means the committee appointed from time to time by the Board of Directors to administer the Plan.

     2.10 Company means National Fuel Gas Company and each of the following subsidiaries, which participate in the Plan: National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Seneca Resources Corporation, National Fuel Resources Inc., Penn-York Energy Corporation, Empire Exploration, Inc. and Horizon Energy Development, Inc., each of which has adopted or has indicated that it will adopt the Plan.

     2.11 Early Retirement Date shall be the Retirement Date selected by the Member that is no earlier than the first day of the calendar month immediately following or coinciding with the Member’s 55th birthday, or any first of a month thereafter, but prior to the Member’s Normal Retirement Date, provided the Member is Vested in either or both the Top-Hat Benefit or the Supplemental Benefit.

     2.12 Employment Year is the consecutive 12-month period commencing on the date on which the Member commenced employment with a Company, and each subsequent 12-month period commencing on each anniversary thereof.

     2.13 Final Average Pay means an amount equal to the average of the Annual Cash Compensation payable by the Company to a Member for the 60 consecutive month period during the 120 consecutive month period immediately preceding the date the Member retires which results in the Member receiving the highest average. If an AARCIP or other annual performance bonus is granted following the Member’s retirement date, unless such payment is expressly excluded from consideration in the computation of the Member’s benefits, that award shall be used in determining the Member’s Final Average Pay, if it is payable in connection with employment periods included in the 60-month period referred to above. In this event, the Member’s Retirement Benefits shall be increased, once the effect of such award is determined, and the increase shall be made retroactive to the Member’s Retirement Date, without interest (provided that no such retroactive application shall have the effect of accelerating the date at which Retirement Benefits shall commence to be paid in accordance with Section 5.2).

     Notwithstanding the preceding paragraph of this Section 2.13, if any such post retirement AARCIP award included in the definition of Annual Cash Compensation is used in determining Final Average Pay hereunder, AARCIP awards relating to no more

than five of National Fuel Gas Company’s fiscal years may be used in determining Final Average Pay. An example of the effect of this provision is as follows. Assume that a Member retires on October 1, 2006, and that his salary and AARCIP awards were as follows for the following calendar year:

     This Member’s Final Average Pay would be $876,000 computed as follows:

[9/12 ($840,000) + 12/12 ($780,000) + 12/12 ($660,000) + 12/12 ($600,000) + 12/12 ($540,000) + 3/12 ($480,000) + $270,000 + $240,000 + $210,000 + $180,000 + $150,000] ÷ 5.

     2.14 409A Election Date means December 31, 2007 or such other date as the Company shall determine to be the latest date that benefits payable under the Plan may commence to be paid based on the Member’s election as to the form and timing of payment in respect of his or her benefits payable under the Basic Pension Plan without violating the election requirements applicable under Section 409A of the Code and any regulations, proposed regulations or other guidance promulgated thereunder.

     2.15 Future Supplemental Benefit means the portion of a Member’s Supplemental Benefit attributable to services rendered to the Company during any calendar year, or portion thereof, following the calendar year in which the Member first became eligible to commence participation in the Plan.

     2.16 Member means any person employed by a Company who is designated as a Member by the Chief Executive Officer of National Fuel Gas Company.

     2.17 Normal Retirement Date is the first day of the month coinciding with or immediately following the Member’s 65th birthday.

     2.18 Past Service Supplemental Benefit means the portion of a Member’s Supplemental Benefits attributable to services rendered to the Company during any calendar year, or portion thereof, prior to and including the year in which such Member commences participation in the Plan.

     2.19 Plan means the National Fuel Gas Company and Participating Subsidiaries Executive Retirement Plan as set forth herein and as amended and restated from time to time.

     2.20 Retirement Benefits means the benefits payable under this Plan.

     2.21 Retirement Date is the date with respect to which payment of Retirement Benefits under the Plan commence (which for this purpose shall be determined without regard to any six-month delay pursuant to Section 5.1 hereof).

     2.22 Social Security Benefit means the annual amount estimated by the Committee to be payable to a Member under the Social Security Act of 1935, as amended, at the Member’s Retirement Date, calculated on the assumption that the Member will not receive any future wages that would be treated as such for purposes of that act. If a Member’s Retirement Date precedes his attainment of age 62, the amount estimated to be payable to the Member at age 62 (without assuming any cost of living increases) shall be reduced as follows. The percentage early retirement factor applicable at age 62 (e.g., 80%) shall be further reduced by .75% per month for the first 24 months, and by .5% per month for the remaining months, if any, by which the Member’s Retirement Date precedes his attainment of age 62. The Social Security Benefit, once calculated, will be frozen as of the Member’s Retirement Date. For example, assume that the Member retired on his 59th birthday, and that his estimated Social Security benefit beginning at age 65 (Primary Insurance Amount) was $15,912 per annum. Using current Social Security tables, his age 62 early retirement factor (80%) would be further reduced to 56%. This Member’s Social Security Benefit would therefore equal $8,910.72.

     2.23 Social Security Offset means, in respect of a Member’s Supplemental Benefit, the product of ( i ) .0125 times the Member’s Years of Service times ( ii ) the Member’s Social Security Benefit.

     2.24 Supplemental Benefit means a benefit which is stated as a monthly annuity for the Member’s lifetime, commencing at the Member’s Normal Retirement Date, under which the annual payments shall equal the remainder of (1) minus (2) below, where (1) and (2) are:

If the remainder of (1) minus (2) is negative, the Member’s Supplemental Benefit shall be zero.

     2.25 Termination of Employment means the termination of a Member’s employment with the Company and each other entity which is in the same controlled group of affiliated employers as the Company, as determined in accordance with the rules under Section 414(b) and (c) of the Code (the “ 409A Service Recipients ”); provided, however, that in the case of any Member who ceases to be an employee but continues to provide services to any of the 409A Service Recipients following his termination of employment, or is reasonably expected (at the time of such termination of employment) to provide services to any of the 409A Service Recipients within 12 months of such termination of employment (a “ Continuing Service Member ”), the term Termination of Employment (and any similar terms used in this Plan) shall be deemed to refer to the date at which such Member incurs a “separation from service,” within the meaning of Section 409A of the Code and the regulations promulgated thereunder, from the 409A Service Recipients. This means that rather than being entitled to receive a distribution hereunder upon, or at a specified time following, a Termination of Employment, a Continuing Service Member shall only be entitled to receive such distribution upon, or at a specified time following, such a separation from service.

     2.26 Top-Hat Benefit means a benefit which is stated as a monthly annuity for the Member’s life, commencing at the Member’s Normal Retirement Date, under which the annual payments shall equal the remainder of (1) minus (2) below, where (1) and (2) are:

     2.27 Total Benefit Base means, with respect to a Vested Member, a monthly annuity for the Member’s life, commencing at his Normal Retirement Date, under which the annual payments shall equal an amount calculated by multiplying the sum of (1) and (2) by (3), where (1), (2) and (3) are:

     2.28 Vesting

     (a) A Member’s Top-Hat Benefit shall vest in the same manner and subject to the same service requirements and/or other conditions that apply to become vested in the retirement benefits provided under the Basic Pension Plan.

     (b) A Member’s Supplemental Benefit shall vest on the later of ( i ) the first of the month coinciding with or immediately following his 55th birthday or ( ii ) the date on which the Member has completed five Years of Service with a Company.

     A “Vested” Member is a Member with respect to whom “Vesting” has occurred.

     2.29 Years of Service equals the number of Employment Years completed by a Member. With respect to an Employment Year in which a Member completed 1,000 or more hours, but less than a full year of service, the Member shall be credited with a fractional Year of Service equal to the quotient of (i) the number of full months of the Member’s service during such Employment Year and (ii) 12. Years of Service shall not exceed 40. Notwithstanding the foregoing sentence, if a Member retires prior to having completed 1,000 hours in his final Employment Year, the Member shall be credited with a fractional Year of Service as calculated above. No more than one Year of Service shall be credited in any Employment Year.

     2.30 In construing the Plan, masculine pronouns shall refer to both males and females, as appropriate.

ARTICLE 3

DETERMINATION OF RETIREMENT BENEFITS

     3.1 Introduction . The Plan provides a Member with a two-part benefit: the Top-Hat Benefit and the Supplemental Benefit. The Top-Hat Benefit makes a Member whole for any reduction in the regular pension he receives under the Basic Pension Plan resulting from Internal Revenue Code limitations and/or his participation in the National Fuel Gas Company Deferred Compensation Plan. The Supplemental Benefit provides an additional retirement benefit to the Basic Pension Plan. Unless the Past Service Supplemental Benefit and the Future Supplement Benefit are to be paid at the same time and in the same form, each shall be calculated in accordance with the terms of the Plan, but separately from each other.

     A Member who does not satisfy the requirements to Vest in a Top-Hat Benefit prior to the date his service for the Company terminates shall receive no benefit under the Plan. A Member who Vests in the Top-Hat Benefit, but does not Vest in the Supplemental Benefit, shall receive only a Top-Hat Benefit. A Member who is Vested in

both the Top-Hat Benefit and the Supplemental Benefit and who terminates service with the Company after having attained an Early Retirement Date shall receive the Top-Hat Benefit and a portion of the Supplemental Benefit, as described in Section 3.3.

     3.2 Benefit for Member Retiring at Normal Retirement Date . A Member who retires on or after the Member’s Normal Retirement Date shall receive only the Supplemental Benefit if he shall have Vested in such Supplement Benefit. A Member who retires on or after his Normal Retirement Date, but has not Vested in the Supplement Benefit, shall receive the Top-Hat Benefit.

     3.3 Benefit for Members Terminating Service After Qualifying for Early Retirement .

     (a) The benefit payable under the Plan to a Vested Member whose Termination of Employment occurs after the Member has satisfied the conditions to retire at an Early Retirement Date shall equal the sum of (1) plus [(2) minus (3)], where (1), (2) and (3) are:

Notwithstanding the foregoing, if the remainder of subclause (2) minus subclause (3) above is less than zero, then the Member shall receive (instead of the benefit calculated pursuant to the foregoing formula) the benefit described in subclause (1) above.

     (b) The Early Retirement Percentage applicable under the Plan to the Member’s Supplemental Benefit is determined in accordance with the following scale:

     The Early Retirement Percentage determined in accordance with the above scale respecting ages 62, 63 and 64, shall be increased by 1/2 of 1% for each whole calendar month by which a Member’s Early Retirement Date follows the first of the month coinciding with or immediately following his 62nd, 63rd, or 64th birthday, as the case may be. The Early Retirement Percentage determined in accordance with the above scale respecting ages 55 years and 2 months, 56, 57, 58, 59, 60, and 61, shall be increased by 1% for each whole calendar month by which his Early Retirement Date follows the first of the month coinciding with or immediately following his 55 year and 2 month, 56th, 57th, 58th, 59th, 60th and 61st birthdays, as the case may be. Furthermore, the Early Retirement Percentage shall be increased by .125% for each whole calendar month by which a Member’s Years of Service exceed 30; provided, however, that this shall never result in an Early Retirement Percentage in excess of 100%. (In the event a Member desires to retire on the earliest possible Early Retirement Date, i.e., on the first of the month coinciding with or immediately following his 55th birthday, the increase in percentage as a result of Years of Service in excess of 30 shall be made from a base percentage of -2%, in computing Early Retirement Percentage.)

     (c) The provisions of this Section 3.3 are illustrated by the following example. Assume that (i) a Member has 30 Years of Service under this Plan (29 under the Basic

Pension Plan) and a Final Average Pay of $300,000; (ii) he desires to retire in 2006 at age 58 (10% reduction under the Basic Pension Plan); (iii) the maximum amount of the Member’s Final Average Pay allowed to be taken into account under the Basic Pension Plan applicable limits under Section 401(a)(17) of the Code is limited to $220,000; and (iv) his Social Security Benefit was $15,000:

Step 1. Calculate the Top-Hat Benefit

[(.015 x $300,000) x 29] – the Member’s Basic Pension Plan Benefit

Step 2. Adjust the Top-Hat Benefit for Early Retirement

Step 3. Determine the Total Benefit Base

Step 4. Reduce the Total Benefit Base by the Top-Hat Benefit and the Basic Pension Plan Benefit, each as Adjusted for Early Retirement