8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 5, 2010

(Date of earliest event reported)

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

New York		000-00643		16-0397420
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

330 West William Street, Corning, New York	14830
(Address of principal executive offices)	(Zip Code)

(607) 936-3755

(Registrant's telephone number, including area code)

　

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

　

　

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

On February 5, 2010, at the regular meeting of the board of directors of the Corporation, an Executive Incentive Program was approved. The plan provides a mechanism for certain Corporation executives to receive payments for goals that are achieved during calendar year 2010. The plan is not in writing but a summary is attached as an Exhibit to this Current Report and is incorporated herein by reference.

Item 7.01. FD Disclosure.

On February 10, 2010, Corning Natural Gas Corporation (the "Corporation") issued a press release announcing that the Corporation has increased its per share dividend from $0.13 to $0.15 for the second quarter of fiscal year 2010 for all shareholders of record on March 31, 2010, payable on or about April 15, 2010. This dividend was approved at the February 5, 2010 regularly-scheduled meeting of the board of directors of the Corporation.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed or furnished as part of this Current Report on Form 8-K:

99.1 Press Release of Corning Natural Gas Corporation, dated February 10, 2010.

99.2 Executive Incentive Program Summary for 2010

　

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Corning Natural Gas Corporation

By: /s/ Michael I. German

Name: Michael I. German

Title: President and Chief Executive Officer

Dated: February 10, 2010

EX-99

NEWS RELEASE

CONTACT: Jerry Sleve

Vice President - Administration

Phone: (607) 936-3758 ext. 223

Fax: (607) 936-2844

Date: February 10, 2010

FOR IMMEDIATE RELEASE

Corning Natural Gas Declares Quarterly Dividend

Corning, N.Y. (Wednesday, February 10, 2010) - Corning Natural Gas Corporation's ("CNG") Board of Directors announced an increase in the Company's dividend to $0.15/share, for the second fiscal quarter, for all shareholders of record on March 31, 2010. "The Company is pleased to announce an increase of $0.02/share for the second quarter of our 2010 fiscal year," said Jerry Sleve, Vice President of Administration of CNG. Dividend payments will be made to shareholders on or about April 15, 2010.

Mike German, President & CEO of the company stated, "After several lean years, we are pleased to reward our shareholders for their loyalty. As a local utility, we take pride in the relationships we have developed among our customers, employees and our shareholders.

"Shareholders who participate in the Company's Dividend Reinvestment Plan (DRP) will receive additional shares in lieu of a cash dividend payment. Shareholders who wish to participate in the DRP may contact Registrar and Transfer Company at 1-800-866-1340, their individual broker, or Jerry Sleve, VP - Administration of CNG.

Corning Natural Gas Corporation has a one-hundred six year history as a New York State public utility providing natural gas service in the Finger Lakes region to nearly 15,000 residential, industrial and commercial customers. Learn more at www.corninggas.com

Safe Harbor Regarding Forward-Looking Statements

Some of the statements that we make in this press release, including statements about our confidence in the company's prospects and strategies are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. Some of these forward-looking statements can be identified by words like "believe," "expect," "will," "should," "intend," "plan," or similar terms; others can be determined by context. Statements contained in this release that are not historical facts are forward-looking statements. These statements are necessarily estimates reflecting our best judgment based upon current information, and involve a number of risks and uncertainties. Many factors could affect the accuracy of these forward-looking statements, causing our actual results to differ significantly from those anticipated in these statements. You should not place undue reliance on our forward-looking statements, which reflect our analysis only as of the dat e of this report. The risks and uncertainties listed above and in documents that we file with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in Corning.

* * * * *

EX-99

2010

EXECUTIVE EMPLOYEE INCENTIVE PROGRAM

Description: The Program is intended to provide incentives for critical, senior employees based on Corporate and group performance targets. Incentives will be paid in cash and the program will begin January 1, 2010 with payments made during the first calendar quarter of 2011, upon determination of the percentage of the department goals that were met during the calendar year.

Goals: Incent senior employee performance, allow employees to share in both the success of Company and their individual areas of responsibility and to provide a mechanism to retain key employees.

Mechanism:

1) Establish Company earning's target (threshold) of $ 1,072,210 (approved budget) ..

2) If Company meets the earning's target, participating employees are eligible for incentive program. No incentives paid, if Company earnings target is not achieved.

3) Establish group employee performance targets (typically, 3-5 quantifiable measures).

4) Following end of calendar year, determine how many targets were achieved (e.g. 2 out of 4 targets achieved, employee eligible for 50% of bonus)

5) Award incentive to be paid in cash within 90 days of year end.

6) Program limited to small group of senior employees.

7) Extraordinary items, positive or negative, are to be excluded from determining whether targets are met.

8) An individual's incentive will be determined by how much they contributed directly to attainment of successfully completed group goals.

Eligible Employees for 2010:
Fi Sarhangi	Mike Carpenter	Al Horning
Matt Cook	Debbie Beer	Kevin Fink
Jerry Sleve	Ed Buck	Tracee Roye
Russ Miller	Bob Bush

AWARDS UNDER THIS PROGRAM ARE AT THE DISCRETION OF THE BOARD OF DIRECTORS AND MAY BE MODIFIED OR DISCONTINUED AT ANY TIME.