Dear [Name]:

Exhibit 10.2

[Date]

[Name]
[Address]
[Address]

Dear [Name]:

     I am pleased to inform you that on [date] the Compensation Committee (“Committee”) of the Board of Directors of National Fuel Gas Company (the “Company”) granted to you (the “Grantee”) a stock appreciation right, under the National Fuel Gas Company 1997 Award and Option Plan, as amended (the “Plan”), in respect of an aggregate of [___] shares of the Company’s Common Stock, $1.00 par value (the “Common Stock”).

     Your new stock appreciation right is described in the balance of this letter agreement (“Award Notice”). The Plan and the Committee’s Administrative Rules (“Rules”) govern the operation of the Plan, as well as the terms and conditions of your stock appreciation right granted under the Plan, and are incorporated herein by reference.

1. Performance Conditions

     The base price (“Base Price”) of your stock appreciation right is [$___] per share (which is the Fair Market Value of the Common Stock on the date of grant). Absent a Change in Control of the Company or Change in Ownership of the Company, the stock appreciation right granted hereby is exercisable in accordance with the following schedule, subject to the performance conditions set forth in the schedule:

[ remainder of page intentionally left blank ]

[Name]
Page 2
[Date]

     In the event the performance condition for a given fiscal year is not met, the incremental number of shares associated with such performance condition shall be automatically forfeited.

     In the event of a Change in Control of the Company or Change in Ownership of the Company, this stock appreciation right shall become exercisable in accordance with the Plan, or its successor. Once such right has become exercisable, this stock appreciation right may be exercised in whole at any time and in part from time to time until the date of termination of the Grantee’s rights hereunder; provided, that in no event shall this stock appreciation right be exercisable in whole or in part after [ten years and one day after date of grant].

2. Restriction on Exercise

     Notwithstanding any other provision hereof, this stock appreciation right shall not be exercised if at such time such exercise or the delivery of certificates representing shares of Common Stock purchased pursuant hereto shall constitute a violation of any rule of the Company, any provision of any applicable Federal or State statute, rule or regulation, or any rule or regulation of any securities exchange on which the Common Stock may be listed.

3. Exercise

     This stock appreciation right may be exercised with respect to all or any part of the shares of Common Stock then subject to such exercise in accordance with Section 1 pursuant to whatever procedures may be adopted from time to time by the Company. Upon the exercise of this stock appreciation right, in whole or in part, the Grantee shall be entitled to receive from the Company a number of shares of Stock equal in value to the excess of the Fair Market Value (on the date of exercise) of one share of Stock over the Base Price, multiplied by the number of shares in respect

[Name]
Page 3
[Date]

of which the stock appreciation right is being exercised (the “Payout”). The number of shares to be issued shall be calculated on the basis of the Fair Market Value of the shares on the date of exercise, with any fractional share being payable in cash based on the Fair Market Value on the date of exercise.

4. Termination of Employment

     In the event your employment with the Company or its Subsidiaries terminates, then, depending upon the circumstances of the termination, this stock appreciation right may become exercisable prior to the dates set forth in Section 1, may remain exercisable after your termination