Summary of NATIONAL FUEL GAS CO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2013, the Compensation Committee of the Board of Directors of National Fuel Gas Company (the "Company") approved payments under the National Fuel Gas Company Performance Incentive Program (the "Program") for the performance period of October 1, 2009 to September 30, 2012 ("Performance Period"). As disclosed in the Company's proxy statement filed on January 18, 2013 (the "Proxy Statement"), the performance condition for the Performance Period was the Company's total return on capital as compared to the total return on capital for peer companies in the Natural Gas Distribution and Integrated Natural Gas Companies group as calculated and reported in the Monthly Utility Reports of AUS, Inc. ("AUS"), a leading industry consultant not affiliated with the Company.

Under the Program, the percentage of the target incentive paid to participants depends upon the Company's performance relative to the peer group, and not upon a pre-established absolute level of return on capital achieved by the Company. To achieve the target incentive established, the Company must outperform 60% of the peer group with respect to total return on capital. The established performance targets and payout schedule are as follows:

                   National Fuel Gas
                     Company's Rank
                   as a Percentile of       Percentage of Target
                   the Peer Companies          Incentive Paid
                                <45.01 %                        0 %
                                 45.01 %                       50 %
                                    60 %                      100 %
                                    75 %                      150 %
                                   100 %                      200 %

For performance levels between two established targets, the payout is determined by mathematical interpolation.

The Company estimated in the Proxy Statement that its performance relative to the peer group would result in a payout of approximately 168.4% of the target incentive set for each of the participants in the Program. As stated in the Proxy Statement, the estimated payments disclosed therein were subject to change based on the final Monthly Utility Report of AUS for the Performance Period. Taking into account that final report, the Company calculated a three-year average return on capital for each of the companies in the peer group, as follows:

--------------------------------------------------------------------------------
                                                          Three-Year
                                                            Average
                                                           Return on           Percentile
Company                                                   Capital (%)           Ranking
Questar Corporation                                              12.37               100.0 %
National Fuel Gas Company                                        10.57                94.1 %
Energen Corporation                                              10.17                88.2 %
New Jersey Resources Corp.                                        9.03                82.4 %
EQT Corporation (formerly Equitable Resources,
Inc.)                                                             8.40                76.5 %
RGC Resources, Inc.                                               8.33                70.6 %
Delta Natural Gas Company                                         8.30                58.8 %
Washington Gas Light Company (WGL Holdings)                       8.30                58.8 %
South Jersey Industries, Inc.                                     8.27                52.9 %
Gas Natural, Inc. (formerly Energy West Inc.)                     8.07                47.1 %
Laclede Gas Company                                               8.03                41.2 %
Southwest Gas Corporation                                         7.90                35.3 %
Piedmont Natural Gas Co., Inc.                                    7.77                29.4 %
Atmos Energy Corporation                                          7.60                23.5 %
AGL Resources Inc.                                                7.07                17.7 %
ONEOK Inc.                                                        6.87                11.8 %
Northwest Natural Gas Co.                                         6.70                 5.9 %
Energy Transfer Equity, L. P. (formerly Southern
Union Company)                                                    6.37                 0.0 %

As indicated in the table, the Company achieved a percentile rank of 94.1% in the peer group. Based upon that level of performance, the Compensation Committee approved a payout of 188.2% of the target incentive awarded to the participants in the Program for the Performance Period.

The approved payouts are as follows for the Company's named executive officers:
D. F. Smith, $1,317,400; D. P. Bauer, $75,280; R. J. Tanski, $752,800; M. D. Cabell, $564,600; and A. M. Cellino, $423,450. These payouts will result in new total compensation figures for purposes of the Summary Compensation Table appearing in the Proxy Statement for fiscal 2012 as follows: D. F. Smith, $7,655,484; D. P. Bauer, $910,818; R. J. Tanski, $4,639,924; M. D. Cabell, $2,204,050; and A. M. Cellino, $3,366,336.