0001104659-06-056256.txt : 20060821 0001104659-06-056256.hdr.sgml : 20060821 20060821142649 ACCESSION NUMBER: 0001104659-06-056256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20060818 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060821 DATE AS OF CHANGE: 20060821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNING NATURAL GAS CORP CENTRAL INDEX KEY: 0000024751 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 160397420 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00643 FILM NUMBER: 061045821 BUSINESS ADDRESS: STREET 1: 330 W WILLIAM ST STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 BUSINESS PHONE: 6079363755 MAIL ADDRESS: STREET 1: 330 W WILLIAM STREET STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 8-K 1 a06-17727_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 18, 2006

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

New York		0-643		16-0397420
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

330 West William Street, Corning, New York 14830
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 936-3755

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01. Entry into Material Definitive Agreement.

(i) Amendment No. 1 to Agreement and Plan of Merger

On May 11, 2006, Corning Natural Gas Corporation (“Corning”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with C&T Enterprises, Inc. (“C&T”). Pursuant to the Merger Agreement, Corning will be merged into a subsidiary of C&T and C&T will pay to the holders of Corning’s common stock cash at closing. On August 18, 2006, Corning and C&T entered into Amendment No. 1 to Agreement and Plan of Merger that changed the consideration to be paid for each share of Corning common stock to $16.50 per share (or $8.364 million in the aggregate). Prior to this Amendment No. 1, the Merger consideration per share was to be $13.71 subject to other potential upward and downward adjustments.

The preceding description of the terms of the Merger Agreement and Amendment No. 1 to Agreement and Plan of Merger does not purport to be complete and is qualified in its entirety by reference to the copy of the Merger Agreement that has been filed as Exhibit 10.1 to the Company’s Form 8-K that was filed on May 17, 2006 and the copy of Amendment No. 1 to the Agreement and Plan of Merger that has been filed herewith as Exhibit 10.1.

Corning issued a press release relating to Amendment No. 1 to the Merger Agreement. The press release has been filed herewith as Exhibit 99.1 and is incorporated herein by reference.

(ii) Promissory Notes Put Agreement

Corning holds promissory notes from the 2003 buyer of its former appliance company business, which notes have the principal amount of $636,747 outstanding as of July 31, 2006 (the “Appliance Company Notes”). Corning has been attempting to transfer the Appliance Company Notes for cash proceeds. In connection with Amendment No. 1 to the Agreement and Plan of Merger, on August 18, 2006, Thomas K. Barry (Corning’s Chairman, Chief Executive Officer and President) and Kenneth James Robinson (Corning’s Executive Vice President) entered into a Promissory Notes Put Agreement with Corning and C&T pursuant to which Mr. Barry and Mr. Robinson agreed that if no other satisfactory purchaser for the Appliance Company Notes is found prior to the closing of the Merger Agreement, Messrs. Barry and Robinson would, at the request of C&T, purchase the Appliance Company Notes for 90% of the principal amount outstanding under the Appliance Company Notes. Payment by Messrs. Barry and Robinson will be an offset to severance payments due to them.

The preceding description of the terms of the Promissory Notes Put Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Promissory Notes Put Agreement that has been filed herewith as Exhibit 10.2 and is incorporated herein by reference.

(iii) Amendments to Compensation and Severance Arrangements

Also in connection with the Merger Agreement, the Company and, respectively, its President and Chief Executive Officer, Thomas K. Barry and its Executive Vice President, Kenneth J. Robinson, effective May 2, 2006 entered amendments to various contracts regarding the compensation and severance arrangements for Messrs. Barry and Robinson. Such amendments were designed to address the indemnification obligations of Messrs. Barry and Robinson under the Merger Agreement and the possibility of restructuring such agreements to yield savings to the Company.

Additionally, on July 28, 2006, Messrs. Barry and Robinson, respectively entered into additional amendments of such contracts with the Company to effect compliance with Section 409A of the Internal Revenue Code.

On August 18, 2006, in connection with establishing a definitive price for Corning’s shares in the proposed Merger with C&T, Messrs. Barry and Mr. Robinson entered into further Amended and Restated Severance Agreements with the Company that include reductions in the severance payments otherwise due them under their previous severance agreements.

The preceding descriptions of the terms of the agreements and amendments to compensation and severance arrangements do not purport to be complete and are qualified in their entirety by reference to the copies of such agreements and amendments that have been filed herewith as Exhibits 10.3 through 10.18, inclusive, and are incorporated herein by reference.

Item 8.01. Other Events.

Sale of Assets by Corning Realty

On August 4, 2006, Corning Realty Associates, LLC (“Corning Realty”), a wholly-owned indirect subsidiary of Corning Natural Gas Corporation (“Corning”) sold substantially all its assets, including intangibles and goodwill, to Living Better, Inc. for $825,000. After payment of closing costs and repayment of bank notes payable, the transaction resulted in approximately $750,000 cash proceeds to Corning Realty.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Exhibit Description
10.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of August 18, 2006, by and among Corning Natural Gas Corporation, C&T Enterprises, Inc. and C&T Acquisition, Inc.

10.2		Promissory Notes Put Agreement, dated as of August 18, 2006, by and between C&T Enterprises, Inc., Corning Natural Gas Corporation, Corning Natural Gas Appliance Corporation, Thomas K. Barry and Kenneth James Robinson.

10.3		First Amendment to Amended and Restated Employment Agreement by and between Corning Natural Gas Corporation and Thomas K. Barry, effective May 2, 2006.

10.4		First Amendment to Amended and Restated Employment Agreement by and between Corning Natural Gas Corporation and Kenneth J. Robinson, effective May 2, 2006.

10.5		First Amendment to Amended and Restated Survivor Benefit Deferred Compensation Agreement by and between Corning Natural Gas Corporation and Thomas K. Barry, effective May 2, 2006.

10.6		First Amendment to Amended and Restated Survivor Benefit Deferred Compensation Agreement by and between Corning Natural Gas Corporation and Kenneth J. Robinson, effective May 2, 2006.

10.7		First Amendment to Amended and Restated Severance Agreement by and between Corning Natural Gas Company and Thomas K. Barry, effective May 2, 2006.


10.8		First Amendment to Amended and Restated Severance Agreement by and between Corning Natural Gas Company and Kenneth J. Robinson, effective May 2, 2006.

10.9		First Amendment to Assignment Agreement by and between Corning Natural Gas Corporation and Thomas K. Barry, effective May 2, 2006.

10.10		First Amendment to Assignment Agreement by and between Corning Natural Gas Corporation and Kenneth J. Robinson, effective May 2, 2006.

10.11		Code Section 409A Amendment to Employment Agreement between Corning Natural Gas Corporation and Thomas K. Barry, effective January 1, 2005.

10.12		Code Section 409A Amendment to Employment Agreement between Corning Natural Gas Corporation and Kenneth J. Robinson, effective January 1, 2005.

10.13		Code Section 409A Amendment to Severance Agreement between Corning Natural Gas Corporation and Thomas K. Barry, effective January 1, 2005.

10.14		Code Section 409A Amendment to Severance Agreement between Corning Natural Gas Corporation and Kenneth J. Robinson, effective January 1, 2005.

10.15		Code Section 409A Amendment to Deferred Compensation Agreement between Corning Natural Gas Corporation and Thomas K. Barry, effective January 1, 2005.

10.16		Code Section 409A Amendment to Deferred Compensation Agreement between Corning Natural Gas Corporation and Kenneth J. Robinson, effective January 1, 2005.

10.17		Amended and Restated Severance Agreement effective August 18, 2006 by and between Corning Natural Gas Corporation and Thomas K. Barry

10.18		Amended and Restated Severance Agreement effective August 18, 2006 by and between Corning Natural Gas Corporation and Kenneth J. Robinson.

99.1		Press Release dated August 18, 2006, announcing Amendment No. 1 to Agreement and Plan of Merger.

SIGNATURES

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


Date: August 18, 2006	By:	/s/ Thomas K. Barry
		Thomas K. Barry
		Chairman and Chief Executive Officer


	By:	/s/ Firouzeh Sarhangi
		Firouzeh Sarhangi
		Chief Financial Officer

EX-10.1 2 a06-17727_1ex10d1.htm EX-10

Exhibit 10.1

AMENDMENT NO. 1
TO
AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of August 18, 2006 (this “Amendment”), is entered into by and between C&T Enterprises, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (“C&T”), C&T Acquisition, Inc., a recently-formed New York corporation and wholly owned subsidiary of C&T (“Merger Sub”), and Corning Natural Gas Corporation, a corporation organized and existing under the laws of the State of New York (the “Company”). Capitalized terms used herein have the meanings ascribed to them in the Merger Agreement.

WITNESSETH

WHEREAS, C&T, Merger Sub and the Company entered into an Agreement and Plan of Merger dated as of May 11, 2006 (the “Merger Agreement”);

WHEREAS, all parties to the Merger Agreement desire to amend the Merger Agreement as set forth in this Amendment No. 1 to establish definitive Merger Consideration and a definitive per-share price for each Transferred Share;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and in the Merger Agreement and in the Transaction Documents, and intending to be legally bound hereby, C&T, Merger Sub and the Company hereby agree as follows:

1. Amendment to Section 2.02(a). Section 2.02(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

“(a) Subject to the terms and conditions of this Agreement, the per-share consideration for each Transferred Share shall be $16.50, in cash, without adjustment other than applicable withholding, if any, as provided for in Section 2.05. The aggregate merger consideration for all Transferred Shares shall be $8,364,147, without adjustment other than applicable withholding, if any, as provided for in Section 2.05 (the “Merger Consideration”).”

2. Deletion of Sections 2.02(e) and (f). Sections 2.02(e) and (f) of the Merger Agreement are hereby deleted from the Merger Agreement.

3. New Section 3.16A. Amendment to Compensation Arrangements and 280G Excise Tax. A new Section 3.16A shall be added to the Merger Agreement, which shall read in its entirety as follows:

“3.16A. Compensation Reduction & 280G Excise Tax Savings. The Company has previously entered compensation and severance arrangements with Barry and Robinson (collectively the “Pre-Merger Arrangements”). The Company, Barry and Robinson have entered into amendments to the Pre-Merger Arrangements fully-executed copies of which are attached hereto and included in the definition of “Transaction Documents” hereunder (collectively, the “2006 Amendments”) which (i) result in a savings of $175,740 to the Surviving Corporation in compensation and severance payments otherwise due Barry and Robinson post-Closing under the Pre-Merger Arrangements prior to the 2006 Amendments, and (ii) result in savings of $87,870 to the Surviving Corporation in excise tax payments under Code Section 280G and related “gross up” payments otherwise reimbursable to Barry and Robinson post-Closing under the Pre-Merger Arrangements that the Surviving Corporation will be able to avoid by reason of the 2006 Amendments.”

4. Amendment to Section 5.10. Section 5.10 is hereby amended and restated in its entirety to read as follows:

“5.10 Subsidiary Transactions. (a) Prior to the Effective Time, the Company shall dispose of all of the assets and liabilities of its Subsidiaries and any Affiliate(s) thereof, as currently reflected on Exhibit 5.10 hereto, except that (i) the Company need not dispose of the real estate located at and commonly known as 2511 Corning Road, Elmira, New York (the “Elmira Real Estate”) provided the Company makes reasonable efforts to sell such Elmira Real Estate, and (ii) the disposal of (a) the Promissory Note dated September 15, 2003 in the original principal amount of $240,000 with Corning Appliance Corporation as Obligor (with present principal amount outstanding of $80,000 with another $80,000 due November 2006); and (b) the Promissory Note dated September 15, 2003 in the original principal amount of $600,000 with Corning Appliance Corporation as Maker (with principal amount outstanding of $476,747 as of July 31, 2006) (collectively, the “Promissory Notes”) for at least 90% of the principal amount due under such Promissory Notes in cash or offset to cash severance payments otherwise due Barry and Robinson pursuant to the Promissory Notes Put Agreement dated August 18, 2006 (a fully-executed copy of which is attached hereto and included in the definition of “Transaction Documents” hereunder) shall not be a breach of this Section 5.10, provided that the Company makes reasonable efforts to otherwise dispose of the Promissory Notes at no less than 90% of the principal amount due under such Promissory Notes in cash.

(b) At or prior to Closing, the Company shall provide evidence reasonably satisfactory to C&T that (i) it has sold substantially all the assets of Corning Realty Associates LLC (“Realty Co.”) and the net cash proceeds after deduction for its all Realty Co.’s liabilities, including without limitation taxes assessed as a result of the transaction of such disposition (along with any other cash held by such entity at the time of sale) shall be at least $750,000.

(c) At Closing, the Company shall (consistent with its obligations under Section 3.07(a) and subject to the representations and warranties set forth therein) provide a true, correct and complete consolidating balance sheet of the entities referenced in Exhibit 5.10 reflecting only cash and the Elmira Real Estate (if not previously sold) as assets, and no liabilities, except for the mortgage on the Elmira Real Estate (if the Elmira Real Estate is not previously sold).”

5. Amendment of Section 8.01(i) (xii). Section 8.01(i)(xii) Agreement is hereby amended and restated in its entirety to read as follows:

“(xii) a transaction opinion of Rich May, a Professional Corporation, counsel to the Company, dated as of the Closing Date and addressed to C&T, in form and substance reasonably satisfactory to C&T and its counsel;”

6. Additions to Section 8.01(i). Section 8.01 is further amended by renumbering subparagraph (xiii) as subparagraph “(xiv)” and adding a new subparagraph (xiii) to read as follows:

“(xiii) the items required to be delivered by the Company, or by Barry and Robinson, as applicable, under Section 5.10 hereof; and”

7. Amendment to Section 8.01(r). Section 8.01(r) is hereby amended to delete therefrom subsection (ii), accordingly, it is hereby amended and restated in its entirety to read as follows:

“(r) Barry and Robinson shall have amended their severance agreements with the Company prior to the date of this Agreement to extend the requisite payment date thereunder for a period no less than thirty (30) days from the Effective Time.”

8. Company Transaction Costs. New Section 8.01(t). A new Section 8.01(t) shall be added to the Merger Agreement, which shall read in its entirety as follows:

“(t) The aggregate fees and expenses of, or payable by, the Company and incurred and/or accrued after February 13, 2006 and before the Closing in connection with the Merger (including, without limitation, the costs of obtaining Shareholder approval for the Merger, fees and expenses of Company legal counsel, fees and expenses of financial advisors including brokerage fees and commissions, any accountants’ and auditors’ fees and expenses and fees and expenses of any other advisors engaged by the Company in connection with the Merger, including without limitation costs of producing the compliance statement referenced in Section 8.01(s) and legal fees, costs and expenses relating to the Competing Transaction described in the Schedule 13D (and attachments thereto) filed in July, 2006 by the Richard M Osborne Trust) (the “Company Transaction Costs”) shall not exceed $1,300,000; provided however, if the Company Transaction Costs exceed $1,075,000 and are less than $1,300,000, then payments due to Barry and Robinson post-Closing from the Surviving Corporation under the Pre-Merger Agreements as amended by the 2006 Amendments shall be reduced in an amount equal to the amount of the excess of Company Transaction Costs over $1,075,000 (the “8.01(t) Severance Reductions”); further provided that in calculating the 8.01(t) Severance Reductions, any savings to the Surviving Corporation in excise tax payments under Code Section 280G and related “gross up” payments otherwise reimbursable to Barry and Robinson post-Closing (collectively “Tax Savings”) will be used to reduce the 8.01(t) Severance Reductions. The 8.01(t) Severance Reductions, if applicable, shall be in addition to the reduction set forth in Section 3.16A of this Agreement and such reductions shall be allocated evenly between Barry and Robinson. The Company shall provide at Closing C&T a full, complete and correct itemized list of Company Transaction Costs.”

9. Ratification. Except as expressly amended hereby, the Merger Agreement is hereby ratified and affirmed by all parties.

10. Counterparts. This Agreement may be executed via facsimile in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument.

11. No Waiver. The execution of this Amendment by any party shall not be deemed or construed a waiver of any rights that had accrued to such party under the Merger Agreement prior to the execution hereof including, without limitation, C&T’s right to terminate the Agreement prior to the Effective Time pursuant to Section 9.01(b) and, to the extent applicable, related right to payment of the termination fee under Section 9.03(a) all as a result of the Competing Transaction referenced in Section 8, above.

[Space intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

	C&T ENTERPRISES, INC.


	By:	/s/ R. TOOMBS
	Its:	President


	C&T ACQUISITION, INC.


	By:	/s/ R. TOOMBS
	Its:	President


	CORNING NATURAL GAS CORPORATION


	By:	/s/ THOMAS K. BARRY
	Its:	President & CEO

Limited Joinder. The undersigned Barry and Robinson hereby join this Amendment for the limited purpose of being bound by Sections 3, 4, 6, 7, 8, 9 and 10 hereof.

	/s/ THOMAS K. BARRY
	Thomas K. Barry

	/s/ KENNETH J. ROBINSON
	Kenneth James Robinson

EX-10.2 3 a06-17727_1ex10d2.htm EX-10

Exhibit 10.2

Promissory Notes Put Agreement

This Agreement dated as of August 18, 2006, is entered into by and between C&T Enterprises, Inc., a Pennsylvania corporation (“C&T”), Corning Natural Gas Corporation, a New York corporation (“Corning”), Corning Natural Gas Appliance Corporation (“CNGAC”), Thomas K. Barry (“Barry”) and Kenneth James Robinson (“Robinson”).

WHEREAS, C&T and Corning have entered into an Agreement and Plan of Merger dated as of May 11, 2006 (as amended, the “Merger Agreement”) pursuant to which Corning will merge into a wholly-owned subsidiary of C&T, subject to certain closing conditions (the “Merger”);

WHEREAS, CNGAC holds the following promissory notes: (i) the Promissory Note dated September 15, 2003 in the original principal amount of $240,000 with Corning Appliance Corporation as Obligor (with principal amount outstanding as of July 31, 2006 of $80,000, and an additional $80,000 due November 2006); and (ii) the Promissory Note dated September 15, 2003 in the original principal amount of $600,000 with Corning Appliance Corporation as Maker and Messrs. Malekzadeh, Raj, Sesar and Perry as Guarantors (with principal amount outstanding as of July 31, 2006 of $476,747)(collectively, the “Promissory Notes”);

WHEREAS, C&T has expressed its desire that the Promissory Notes be sold by CNGAC for cash prior to closing of the Merger (the “Closing”);

WHEREAS Barry and Robinson each agree to be the buyers of last resort if the Promissory Notes have not been sold or transferred for cash proceeds prior to the Closing;

NOW THEREFORE, for good and valuable consideration, the receipt of which is acknowledged by all parties hereto, the parties hereto agree as follows:

1. Corning and CNGAC each agree to use commercially reasonable efforts to sell, assign and transfer the Promissory Notes prior to the Closing in exchange for cash consideration; provided however, C&T must approve any sale, assignment or transfer of any Promissory Note, if the cash proceeds from such sale, exchange or assignment is less than 90% of the principal amount due under such Promissory Note.

2. At C&T’s written request at or immediately prior to Closing, Corning agrees to cause CNGAC to sell, assign and transfer the Promissory Notes to Barry and Robinson immediately prior to Closing and Barry and Robinson agree to purchase and accept assignment from CNGAC in exchange for cash proceeds equal to 90% of the principal amount due under each Promissory Note sold assigned and transferred. In lieu of a cash payment for such Promissory Notes, Corning shall reduce the amounts payable to Barry and Robinson under their respective Severance Agreements. The sale, assignment and transfer shall be subject to the Closing actually occurring.

3. Unless other written notice is provided by Barry and Robinson to Corning and C&T, Barry shall purchase a 50% interest in the Promissory Notes and Robinson shall acquire a 50% interest in the Promissory Notes.

4. In connection with any sale, assignment and transfer of the Promissory Notes to Barry and Robinson, Corning shall cause CNGAC to also transfer and assign to Barry and Robinson all rights related to such Promissory Notes, including without limitation, Guarantees of each of Messrs. Malekzadeh, Raj, Sesar and Perry, each dated September 15, 2003, rights to late payments under the Promissory Notes and security interests relating to the Promissory Notes.

5. To the extent reasonably requested by Barry or Robinson, C&T will provide reasonable assistance and access to information and records concerning the Promissory Notes so that Barry and Robinson can enforce their rights under the Promissory Notes and under any agreements ancillary to the Promissory Notes.

6. Corning Counsel. Barry and Robison recognize and agree that Rich May, a Professional Corporation is acting as counsel solely to Corning and not to Barry or Robinson. Barry and Robison each agree and state that he has been specifically advised of that fact and that he has had the opportunity to engage his own counsel for the negotiation and drafting of this Agreement and all matter relating to this Agreement.

[Signatures on following page]

IN WITNESS WHEREOF, Corning, CNGAC and C&T have caused this Agreement to be executed by its officers thereunto duly authorized, and Barry and Robison have signed this Promissory Note Put Agreement, all effective as of the date first above written.

	Corning Natural Gas Corporation:

	By:	/s/ Thomas K. Barry
	Title:	President & CEO

	Corning Natural Gas Appliance Corporation

	By:	/s/ Thomas K. Barry
	Title:	President & CEO

	C&T Enterprises, Inc.:

	By:	/s/ Robert O. Toombs
	Title:	President & CEO


	/s/ Thomas K. Barry
	Thomas K. Barry, individually


	/s/ Kenneth J. Robinson
	Kenneth James Robinson, individually

EX-10.3 4 a06-17727_1ex10d3.htm EX-10

Exhibit 10.3

FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
THOMAS K. BARRY

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Thomas K. Barry (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated Employment Agreement effective December 14, 2000 (the “Amended and Restated Employment Agreement”); and

WHEREAS, the Executive and the Company desire to amend the Amended and Restated Employment Agreement to provide for a cap, such that the “total payments”, as described in paragraph 22, below, to the Executive shall never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code.

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. New paragraph 22 is added to the Amended and Restated Employment Agreement to read in its entirety as follows:

“22. Cap on Payments. If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the total amount of payments to the Executive shall be reduced to the extent necessary so that no excise tax would be imposed on any of the payments (the “Cap”). It is intended hereby that the total amount of payments to the Executive would never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code and to the extent they could, said payments shall be cut back to meet the Cap. For purposes of this paragraph 22, “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a regionally recognized accounting firm, or a compensation consultant with a regionally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.”

2. This First Amendment shall not be effective in the event that (i) the pending acquisition of the Company by C&T is not consummated or (ii) the Executive after having made a financial analysis of the impact of this First Amendment determines, in his sole discretion, not to proceed under this First Amendment.

3. Except as provided above, the provisions of the Amended and Restated Employment Agreement remain in full force and effect and are incorporated herein by reference.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its officer thereunto duly authorized, and the Executive has signed this First Amendment, all effective as of the date first above written.

Witness:	Corning Natural Gas Corporation:


/s/ Stanley G. Sleve	By:	/s/ Kenneth J. Robinson
	Title:	Executive Vice President

Witness:		Executive:

/s/ Stanley G. Sleve		/s/ Thomas K. Barry
		Thomas K. Barry

EX-10.4 5 a06-17727_1ex10d4.htm EX-10

Exhibit 10.4

FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
KENNETH J. ROBINSON

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Kenneth J. Robinson (the “Executive”).

WITNESSETH:

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. New paragraph 22 is added to the Amended and Restated Employment Agreement to read in its entirety as follows:

3. Except as provided above, the provisions of the Amended and Restated Employment Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Thomas K. Barry
	Title:	President & CEO

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Kenneth J. Robinson
	Kenneth J. Robinson

EX-10.5 6 a06-17727_1ex10d5.htm EX-10

Exhibit 10.5

FIRST AMENDMENT TO
AMENDED AND RESTATED
SURVIVOR BENEFIT DEFERRED
COMPENSATION AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
THOMAS K. BARRY

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Thomas K. Barry (the “Employee”).

WITNESSETH:

WHEREAS, the Company and the Employee previously entered into that certain Amended and Restated Survivor Benefit Deferred Compensation Agreement effective December 14, 2000 (the “Amended and Restated Survivor Benefit Deferred Compensation Agreement”); and

WHEREAS, the Employee and the Company desire to amend the Amended and Restated Survivor Benefit Deferred Compensation Agreement (i) to provide that any continuing lien on Company assets for the purpose of funding the obligation of the Company to the Employee be limited in scope to the amount of the obligation to the Employee and (ii) to provide for a cap, such that the “total payments”, as described in Article XXII, below, to the Employee shall never equal or exceed three times the Employee’s “base amount” as defined in Section 280G of the Code.

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. ARTICLE X of the Amended and Restated Survivor Benefit Deferred Compensation Agreement is amended, in part, by adding the following new sentence at the end of ARTICLE X as follows:

“Any such lien shall be limited in scope to the amount necessary to fund the
obligation of the Company to the Employee under this Agreement.”

2. New ARTICLE XXII is added to the Amended and Restated Survivor Benefit Deferred Compensation Agreement to read in its entirety as follows:

“ARTICLE XXII
Cap on Payments

If Independent Tax Counsel shall determine that the aggregate payments made to the Employee pursuant to this Agreement and any other payments to the Employee from the Company which constitute “parachute payments” as defined

in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the total amount of payments to the Employee shall be reduced to the extent necessary so that no excise tax would be imposed on any of the payments (the “Cap”). It is intended hereby that the total amount of payments to the Employee would never equal or exceed three times the Employee’s “base amount” as defined in Section 280G of the Code and to the extent they could, said payments shall be cut back to meet the Cap. For purposes of this Article XXII, “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a regionally recognized accounting firm, or a compensation consultant with a regionally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.”

3. This First Amendment shall not be effective in the event that (i) the pending acquisition of the Company by C&T is not consummated or (ii) the Executive after having made a financial analysis of the impact of this First Amendment determines, in his sole discretion, not to proceed under this First Amendment.

4. Except as provided above, the provisions of the Amended and Restated Survivor Benefit Deferred Compensation Agreement remain in full force and effect and are incorporated herein by reference.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its officer thereunto duly authorized, and the Employee has signed this First Amendment, all effective as of the date first above written.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Kenneth J. Robinson
	Title:	Executive Vice President

Witness:	Employee:

/s/ Stanley G. Sleve	/s/ Thomas K. Barry
	Thomas K. Barry

EX-10.6 7 a06-17727_1ex10d6.htm EX-10

Exhibit 10.6

FIRST AMENDMENT TO
AMENDED AND RESTATED
SURVIVOR BENEFIT DEFERRED
COMPENSATION AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
KENNETH J. ROBINSON

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Kenneth J. Robinson (the “Employee”).

WITNESSETH:

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. ARTICLE X of the Amended and Restated Survivor Benefit Deferred Compensation Agreement is amended, in part, by adding the following new sentence at the end of ARTICLE X as follows:

“Any such lien shall be limited in scope to the amount necessary to fund the
obligation of the Company to the Employee under this Agreement.”

2. New ARTICLE XXII is added to the Amended and Restated Survivor Benefit Deferred Compensation Agreement to read in its entirety as follows:

“ARTICLE XXII

Cap on Payments

4. Except as provided above, the provisions of the Amended and Restated Survivor Benefit Deferred Compensation Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Thomas K. Barry
	Title:	President & CEO

Witness:	Employee:

/s/ Stanley G. Sleve	/s/ Kenneth J. Robinson
	Kenneth J. Robinson

EX-10.7 8 a06-17727_1ex10d7.htm EX-10

Exhibit 10.7

FIRST AMENDMENT TO
AMENDED AND RESTATED
SEVERANCE AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
THOMAS K. BARRY

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Thomas K. Barry (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated Severance Agreement effective December 14, 2000 (the “Amended and Restated Severance Agreement”); and

WHEREAS, the Executive and the Company desire to delete the provision for a “Gross Up Payment” as provided in paragraph 4 of the Amended and Restated Severance Agreement and in lieu thereof to provide for a cap, such that the “total payments”, as described in paragraph 4, below, to the Executive shall never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code; and

WHEREAS, the Company and Executive desire to amend the Amended and Restated Severance Agreement to accomplish the foregoing,

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Paragraph 4 of the Amended and Restated Severance Agreement is hereby deleted in its entirety and a new paragraph 4 is substituted therefore to read in its entirety as follows:

“4. Cap on Payments. If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the total amount of payments to the Executive shall be reduced to the extent necessary so that no excise tax would be imposed on any of the payments (the “Cap”). It is intended hereby that the total amount of payments to the Executive would never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code and to the extent they could, said payments shall be cut back to meet the Cap. For purposes of this paragraph 4, “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a regionally recognized accounting firm, or a compensation consultant with a regionally recognized actuarial and benefits

consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.”

2. Severance Payments under the Amended and Restated Severance Agreement shall be paid, with interest at 8% per annum, thirty (30) days after the consummation of the proposed merger with C&T Enterprises, Inc., or an affiliate thereof (“C&T”), unless C&T obtains a final determination of fraud having been committed by Executive with respect to the relevant representations and warranties set forth in the said Merger Agreement. Such determination of fraud shall be made by a court of competent jurisdiction.

4. Except as provided above, the provisions of the Amended and Restated Severance Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Kenneth J. Robinson
	Title:	Executive Vice President

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Thomas K. Barry
	Thomas K. Barry

EX-10.8 9 a06-17727_1ex10d8.htm EX-10

Exhibit 10.8

FIRST AMENDMENT TO
AMENDED AND RESTATED
SEVERANCE AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
KENNETH J. ROBINSON

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Kenneth J. Robinson (the “Executive”).

WITNESSETH:

WHEREAS, the Company and Executive desire to amend the Amended and Restated Severance Agreement to accomplish the foregoing,

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Paragraph 4 of the Amended and Restated Severance Agreement is hereby deleted in its entirety and a new paragraph 4 is substituted therefore to read in its entirety as follows:

4. Except as provided above, the provisions of the Amended and Restated Severance Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Thomas K. Barry
	Title:	President & CEO

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Kenneth J. Robinson
	Kenneth J. Robinson

EX-10.9 10 a06-17727_1ex10d9.htm EX-10

Exhibit 10.9

FIRST AMENDMENT TO
ASSIGNMENT AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
THOMAS K. BARRY

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Thomas K. Barry (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Assignment Agreement made July 10, 2001 (the “Assignment Agreement”); and

WHEREAS, the Executive and the Company desire to make the acquisition of the Company by C&T Enterprise, Inc. (“C&T”) more desirable to C&T by providing security to C&T for the limited indemnification obligations of the Executive and the Company to be agreed upon by and among C&T, the Company and the Executive in a Merger Agreement to be executed shortly after the execution of this First Amendment (the “Merger Agreement”); said security being certain rights under the life insurance policies on Executive (collectively the “Key Man Policy”).

WHEREAS, the Company and Executive desire to amend the Assignment Agreement to accomplish the foregoing,

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Paragraph 1 of the Assignment Agreement is hereby deleted in its entirety and a new paragraph 1 is substituted therefore to read in its entirety as follows:

“1. Effective upon the date (the “Transaction Date”) of the consummation of the merger of the Company with C&T, the ownership of the Key Man Policy shall vest in C&T, and the beneficiary of the Key Man Policy shall be the Executive or his heirs, subject to the rights of C&T under Paragraph 2 hereof.”

2. Paragraph 2 of the Assignment Agreement is hereby renumbered as Paragraph 3 and a new paragraph 2 is hereby added as follows:

“ 2. C&T’s limited indemnification rights under the Merger Agreement relative to the Executive may be funded by the cash value of the Key Man Policy in the event of a final determination of fraud having been committed by Executive with respect to the relevant representations and warranties set forth in the said Merger Agreement. Such determination of fraud shall be made by a court of competent jurisdiction and shall occur by the earlier of (a) the three (3) year anniversary of

the effective date of the Merger Agreement or (b) the death of Executive. In the event that the Executive survives said three (3) year period and said three (3) year period passes without a valid claim for indemnification by C&T (as described in the preceding sentence), C&T may not change the beneficiaries and may not make any claim against the Key Man Policy cash value or otherwise. Executive’s rights to death benefits under the Key Man Policy shall be forfeited in the event that Executive violates the non-competition agreement with C&T.”

3. This First Amendment shall not be effective in the event that the pending acquisition of the Company by C&T is not consummated.

4. Except as provided above, the provisions of the Assignment Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Kenneth J. Robinson
	Title:	Executive Vice President

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Thomas K. Barry
	Thomas K. Barry

EX-10.10 11 a06-17727_1ex10d10.htm EX-10

Exhibit 10.10

FIRST AMENDMENT TO
ASSIGNMENT AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
KENNETH J. ROBINSON

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Kenneth J. Robinson (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Assignment Agreement made July 10, 2001 (the “Assignment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Assignment Agreement to accomplish the foregoing,

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Paragraph 1 of the Assignment Agreement is hereby deleted in its entirety and a new paragraph 1 is substituted therefore to read in its entirety as follows:

2. Paragraph 2 of the Assignment Agreement is hereby renumbered as Paragraph 3 and a new paragraph 2 is hereby added as follows:

3. This First Amendment shall not be effective in the event that the pending acquisition of the Company by C&T is not consummated.

4. Except as provided above, the provisions of the Assignment Agreement remain in full force and effect and are incorporated herein by reference.

Witness:	Corning Natural Gas Corporation:

/s/ Stanley G. Sleve	By:	/s/ Thomas K. Barry
	Title:	President & CEO

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Kenneth J. Robinson
	Kenneth J. Robinson

EX-10.11 12 a06-17727_1ex10d11.htm EX-10

Exhibit 10.11

CODE SECTION 409A AMENDMENT
to
EMPLOYMENT AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND THOMAS K. BARRY

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Thomas K. Barry (the “Employee”) entered an Amended and Restated Employment Agreement (the “Agreement”) dated December 14, 2000; and

WHEREAS, effective as of January 1, 2005, Section 409A was added to the Internal Revenue Code of 1986 for the purpose of imposing certain requirements on non-qualified deferred compensation plans; and

WHEREAS, the parties have determined that certain benefits under the Agreement are subject to Section 409A and wish to bring its terms into compliance with Section 409A prior to the IRS’s December 31, 2006 deadline for documentary compliance.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties agree as follows:

1. The effective date of this Amendment is January 1, 2005, provided that any amounts that were deferred and vested as of December 31, 2004 remain subject to the terms and conditions of the Agreement without regard to this Amendment unless expressly provided to the contrary herein.

2. Section 7(g) is amended by adding at the end thereof the following new subsection(9):

(9) Section 409A Limitations.

(a) Six Month Payment Deferral. Notwithstanding the foregoing, the portion of each excess pension benefit payment that is otherwise payable within the first six months following retirement or other termination of employment that had not been earned and vested on December 31, 2004 shall be withheld and paid to the Employee only after six months have elapsed following his retirement or other termination of employment date.

(b) No Acceleration. Neither the form of benefit may be changed nor the time of commencement may be accelerated except as expressly provided in this Agreement, including the Section 409A amendment to it, between the parties, and neither party shall have the discretion to accelerate payments.

(c) Intent to Comply with Section 409A. This Agreement is intended to comply with Code Section 409A to the extent that its provisions are subject thereto. The Company has adopted good faith amendments necessary to bring the Agreement into compliance with the terms of this Section as interpreted by guidance issued by the Internal Revenue Service. To the extent the terms of the Agreement or any amendment fail to qualify for exemption from or satisfy the requirements of Code Section 409A, the Agreement may be operated in compliance with Code Section 409A pending further amendment to the extent authorized by the Internal Revenue Service. In such circumstances the Agreement and any amendment will be administered in a manner which adheres as closely as possible to their existing terms while complying with Code Section 409A.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of January 1, 2005.

Dated: July 28, 2006	CORNING NATURAL GAS CORPORATION

	By:	/s/ Kenneth J. Robinson
	Title:	Exec. Vice President


Dated: July 28, 2006	/s/ Thomas K. Barry
	Thomas K. Barry, Employee

EX-10.12 13 a06-17727_1ex10d12.htm EX-10

Exhibit 10.12

CODE SECTION 409A AMENDMENT
to
EMPLOYMENT AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND KENNETH J. ROBINSON

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Kenneth J. Robinson (the “Employee”) entered an Amended and Restated Employment Agreement (the “Agreement”) dated December 14, 2000; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties agree as follows:

2. Section 7(g) is amended by adding at the end thereof the following new subsection(9):

(9) Section 409A Limitations.

(c) Intent to Comply with Section 409A. This Agreement is intended to comply with Code Section 409A to the extent that its provisions are subject

thereto. The Company has adopted good faith amendments necessary to bring the Agreement into compliance with the terms of this Section as interpreted by guidance issued by the Internal Revenue Service. To the extent the terms of the Agreement or any amendment fail to qualify for exemption from or satisfy the requirements of Code Section 409A, the Agreement may be operated in compliance with Code Section 409A pending further amendment to the extent authorized by the Internal Revenue Service. In such circumstances the Agreement and any amendment will be administered in a manner which adheres as closely as possible to their existing terms while complying with Code Section 409A.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of January 1, 2005.

Dated: July 28, 2006	CORNING NATURAL GAS CORPORATION

	By:	/s/ Thomas K. Barry
	Title:	President & CEO


Dated: July 28, 2006	/s/ Kenneth J. Robinson
	Kenneth J. Robinson, Employee

EX-10.13 14 a06-17727_1ex10d13.htm EX-10

Exhibit 10.13

CODE SECTION 409A AMENDMENT
to
SEVERANCE AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND THOMAS K. BARRY

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Thomas K. Barry (the “Executive”) entered an Amended and Restated Severance Agreement (the “Agreement”) dated December 14, 2000; and

WHEREAS, the parties have concluded that the Agreement is subject to Section 409A and wish to bring its terms into compliance with Section 409A prior to the IRS’s December 31, 2006 deadline for documenting compliance.

NOW, THEREFORE, in consideration of the premises and the material covenants contained herein, the parties agree as follows:

1. The effective date of this Amendment is January 1, 2005.

2. Section 1(c) is amended by replacing the introductory phrase “‛Change in Control’ shall mean:” with the following:

“Change in Control” shall mean a change in control that is both (1) a change in control within the meaning of Code Section 409A and (2) a change in control that satisfies the following requirements:

3. Section 1(g) is amended by deleting the current provision and substituting in its place the following:

“Disability” shall be a disability as this term is defined in Section 409A.

4. Section 3(a) is amended by adding to the end thereof the following:

Notwithstanding the five-business-days-payment requirement, if at the time of Executive’s termination final IRS guidance on Section 409A provides that payments under agreements of this nature are considered to be made on account of termination of employment rather than on account of a change in control, the payments, or the portion of them under this Agreement considered to be made on account of termination, if lesser, shall be deferred until six months following the Executive’s termination date.

5. Section 15 is amended by adding to the end thereof the following:

Notwithstanding the foregoing, this Agreement may not be terminated nor may benefits be paid following termination except in accordance with the terms and conditions of Code Section 409A and regulations thereunder.

6. The following new Section 18 is added to the Agreement immediately following Section 17:

18. Code Section 409A.

(1) No Acceleration. Neither the form of benefit may be changed nor the time of commencement may be accelerated except as expressly provided in this Agreement, including the Section 409A amendment to it, between the parties, and neither party shall have the discretion to accelerate payments.

(2) Intent to Comply with Section 409A. This Agreement is intended to comply with Code Section 409A to the extent that its provisions are subject thereto. The Company has adopted good faith amendments necessary to bring the Agreement into compliance with the terms of this Section as interpreted by guidance issued by the Internal Revenue Service. To the extent the terms of the Agreement or any amendment fail to qualify for exemption from or satisfy the requirements of Code Section 409A, the Agreement may be operated in compliance with Code Section 409A pending further amendment to the extent authorized by the Internal Revenue Service. In such circumstances the Agreement and any amendment will be administered in a manner which adheres as closely as possible to their existing terms while complying with Code Section 409A.

IN WITNESS WHEREOF, the parties have executed this amendment to be effective as of January 1, 2005.

Dated: July 28, 2006	CORNING NATURAL GAS CORPORATION

	By:	/s/ Kenneth J. Robinson
	Title:	Exec Vice president


Dated: July 28, 2006	/s/ Thomas K. Barry
	Thomas K. Barry, Executive

EX-10.14 15 a06-17727_1ex10d14.htm EX-10

Exhibit 10.14

CODE SECTION 409A AMENDMENT
to
SEVERANCE AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND KENNETH J. ROBINSON

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Kenneth J. Robinson (the “Executive”) entered an Amended and Restated Severance Agreement (the “Agreement”) dated December 14, 2000; and

NOW, THEREFORE, in consideration of the premises and the material covenants contained herein, the parties agree as follows:

1. The effective date of this Amendment is January 1, 2005.

2. Section 1(c) is amended by replacing the introductory phrase “‛Change in Control’ shall mean:” with the following:

3. Section 1(g) is amended by deleting the current provision and substituting in its place the following:

“Disability” shall be a disability as this term is defined in Section 409A.

4. Section 3(a) is amended by adding to the end thereof the following:

5. Section 15 is amended by adding to the end thereof the following:

6. The following new Section 18 is added to the Agreement immediately following Section 17:

18. Code Section 409A.

IN WITNESS WHEREOF, the parties have executed this amendment to be effective as of January 1, 2005.

Dated: July 28, 2006	CORNING NATURAL GAS CORPORATION

	By:	/s/ Thomas K. Barry
	Title:	President & CEO


Dated: July 28, 2006	/s/ Kenneth J. Robinson
	Kenneth J. Robinson, Executive

EX-10.15 16 a06-17727_1ex10d15.htm EX-10

Exhibit 10.15

CODE SECTION 409A AMENDMENT
to
DEFERRED COMPENSATION AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND THOMAS K. BARRY

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Thomas K. Barry (the “Employee”) entered an Amended and Restated Survivor Benefit Deferred Compensation Agreement (the “Agreement”) dated December 14, 2000; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties agree as follows:

2. Article IV is amended by adding to the end of the first paragraph the following:

Notwithstanding the normal January 5 annual payment requirement, the portion of the Employee’s first annual payment that had not been earned and vested on December 31, 2004 shall be withheld if six months have not elapsed following the Employee’s termination date and paid as soon as practicable after the six month period has elapsed.

3. Article XI is amended by adding to the end thereof the following:

4. Article XII is amended by deleting the current provision in its entirety and substituting in its place the following:

If the Employee shall become disabled within the meaning of Code Section 409A prior to his retirement, the Employee shall be considered to be continuing in employment for as long as such disability exists, but not after age seventy (70).

5. The introductory phrase in the first sentence of the second paragraph of Article XXI is revised to read as follows:

For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if (1) there is a change in control within the meaning of Code Section 409A and (2) the change in control satisfies the following requirements:

6. The following new Article XXII is added to the end of the Agreement:

ARTICLE XXII

Code Section 409A

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of January 1, 2005.

Dated:	July 28, 2006	CORNING NATURAL GAS CORPORATION


		By:	/s/ Kenneth J. Robinson
		Title:	Exec Vice President

Dated:	July 28, 2006	/s/ Thomas K. Barry
		Thomas K. Barry, Employee

EX-10.16 17 a06-17727_1ex10d16.htm EX-10

Exhibit 10.16

CODE SECTION 409A AMENDMENT
to
DEFERRED COMPENSATION AGREEMENT
between
CORNING NATURAL GAS CORPORATION AND KENNETH J. ROBINSON

WHEREAS, Corning Natural Gas Corporation (the “Company”) and Kenneth J. Robinson (the “Employee”) entered an Amended and Restated Survivor Benefit Deferred Compensation Agreement (the “Agreement”) dated December 14, 2000; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein the parties agree as follows:

2. Article IV is amended by adding to the end of the first paragraph the following:

3. Article XI is amended by adding to the end thereof the following:

4. Article XII is amended by deleting the current provision in its entirety and substituting in its place the following:

5. The introductory phrase in the first sentence of the second paragraph of Article XXI is revised to read as follows:

6. The following new Article XXII is added to the end of the Agreement:

ARTICLE XXII

Code Section 409A

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of January 1, 2005.

Dated: July 28, 2006	CORNING NATURAL GAS CORPORATION

	By:	/s/ Thomas K. Barry
	Title:	President & CEO


Dated: July 28, 2006		/s/ Kenneth J. Robinson
		Kenneth J. Robinson, Employee

EX-10.17 18 a06-17727_1ex10d17.htm EX-10

Exhibit 10.17

AMENDED AND RESTATED
SEVERANCE AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
THOMAS K. BARRY

THIS AGREEMENT, effective as of the 18th day of August, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Thomas K. Barry (the “Executive”).

WITNESSETH:

WHEREAS, the Executive is a valuable employee of Corning Natural Gas Corporation, an integral part of its management, and a key participant in the decision-making process relative to planning and policy for the Company; and

WHEREAS, the Company and the Executive previously entered into that certain Severance Agreement on December 17, 1999 and the Amended and Restated Severance Agreement January 14, 2000 (the “2000 Agreement” as amended by amendments dated May 2, 2006 and July 28, 2006); and

WHEREAS, the Company and the Executive desire to amend and restate the terms and provisions of the 2000 Agreement as amended;

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1. Definitions.

(a) “Board” shall mean the Board of Directors of the Company.

(b) “Cause” shall have the same meaning as is provided in the Executive’s Employment Agreement.

(c) “Change in Control” shall mean a change in control that is both (1) a change in control within the meaning of Code Section 409A and (2) a change in control that satisfies the following requirements:

(i) any person (as such term is used in Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), excluding a corporation at least 90% of the ownership of which after acquiring its interest is owned directly by the holder of common shares of the Company immediately prior to such acquisition

(“Person”), becomes the beneficial owner, directly or indirectly, of twenty (20) percent or more of the outstanding common shares of the Company (other than the Savings Plan) requiring the filing of a report with the Securities and Exchange Commission under Section 13(d) of the 1934 Act;

(ii) a purchase by any Person of shares pursuant to a tender or exchange offer to acquire any common shares of the Company (or securities convertible into common shares) for cash, securities, or any other consideration provided that, after consummation of the offer, such Person is the beneficial owner (as defined in Rule l3d-3 under the 1934 Act), directly or indirectly, of twenty (20) percent or more of the outstanding common shares of the Company (calculated as provided in paragraph (d) of Rule 13d-3 under the 1934 Act in the case of rights to acquire common shares);

(iii) approval by the shareholders of the Company of (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which common shares of the Company would be converted into cash, securities, or other property, other than a consolidation or merger of the Company in which holders of its common shares immediately prior to the consolidation or merger own at least 90% of the common shares of the surviving corporation immediately after the consolidation or merger, or (b) any consolidation or merger in which the Company is the continuing or surviving corporation but in which the common shareholders of the Company immediately prior to the consolidation or merger do not hold at least 90% of the outstanding common shares of the continuing or surviving corporation (except where such holders of common stock hold at least 90% of the common shares of the corporation which owns all of the common shares of the Company), or (c) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company, or (d) any merger or consolidation of the Company where, after the merger or consolidation, one Person owns 100% of the common shares of the Company (except where the common holders of the Company’s common shares immediately prior to such merger or consolidation own at least 90% of the outstanding common shares of such Person immediately after such merger or consolidation) (upon the Board’s determination that the transaction subject to shareholder approval hereunder will not be consummated, a Change in Control shall not be deemed to

have occurred from such date forward and this Agreement shall continue in effect as if no Change in Control had occurred, except to the extent termination requiring Severance Benefits under paragraph 3 hereof has occurred prior to such Board’s determination); or

(iv) a change in the majority of the members of the Board within a 24- month period unless the election or nomination for election or nomination for election by the Company’s common shareholders of each new director was approved by the vote of at least two-thirds of the Directors then still in office who were in office at the beginning of the 24-month period.

(d) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(e) “Compensation” shall mean the sum of (i) the Executive’s annual rate of base salary on the last day the Executive was an employee of the Company (or if higher, the annual rate in effect on the date of the Change in Control), including any elective contributions made by the Company on behalf of the Executive that are not includible in the gross income of the Executive under Sections 125 or 402(a)(8) of the Code or any successor provision thereto, (ii) any and all amounts to be paid to the Executive annually for membership on the Board of Directors or any Committee thereof, and (iii) the average of the annual incentive payments paid to the Executive by the Company, if any, for the three consecutive calendar years immediately preceding employment termination (or a lesser period if the Executive was not eligible to receive annual incentive payments during such three year period).

(f) “Coverage Period” means the period beginning on the Starting Date and ending on the Ending Date.

(g) “Disability” shall be a disability as this term is defined in Section 409A.

(h) “Employment Agreement” shall mean the Amended and Restated Employment Agreement between the Company and the Executive, entered into of even date hereof, together with any amendments thereto.

(i) “Ending Date” means the earlier of (i) the date of the Board’s determination that the transaction which was approved by the Company’s shareholders, thus constituting a Change in Control pursuant to paragraph 1(c)(iii), will not be consummated, or (ii) the date which is 36 full calendar months following the date on which a Change in Control occurs or, if a Change in Control is based on shareholder approval pursuant to paragraph 1(c)(iii) hereof, the date which is 36 full

calendar months following the date of the consummation of the transaction which was the subject of shareholder approval.

(j) “Good Reason” shall mean any of the following:

(i) material change by the Company of the Executive’s functions, duties or responsibilities which change would cause the Executive’s position with the Company to become of less dignity, responsibility, importance, prestige or scope, including, without limitation, a change from being a senior officer of a publicly held company;

(ii) assignment or reassignment by the Company of the Executive without the Executive’s consent to another place of employment more than 50 miles from the Executive’s current place of employment; or

(iii) a reduction which is more than de minimis in the Executive’s base pay or bonus opportunity except if such reduction is part of a reduction for all executive officers of the Company and any parent Company thereof.

No such event described above shall constitute Good Reason unless the Executive gives written notice to the Company, specifying the event relied upon for such termination and given at any time within one year after the occurrence of such event and the Company has not remedied such within 30 days of the notice. The Company and Executive, upon mutual written agreement may waive any of the foregoing provisions which would otherwise constitute a Good Reason.

(k) “Single Trigger Period” means the eighteen month period which (i) begins on the date on which a Change in Control occurs, or if a Change in Control is based on shareholder approval pursuant to paragraph 1(c)(iii) hereof, the date of the consummation of the transaction which was the subject of shareholder approval, and (ii) ends eighteen months thereafter.

(1) “Starting Date” means the date on which a Change in Control occurs.

2. Term. This Agreement shall be effective as of the date above written and shall continue thereafter for 36 full calendar months following the date of an occurrence of a Change in Control or, if the Change in Control event is based on shareholder approval pursuant to paragraph 1(c)(iii), 36 full calendar

months following the date of the consummation of the transaction which was the subject of shareholder approval.

3. Severance Benefit. If (i) at any time during the Coverage Period, the Executive’s employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, or by the Executive for Good Reason, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then,

(a) within five business days after such termination, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive) (i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times the Executive’s Compensation.

(b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to the Executive the present value of the benefits (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company’s qualified defined benefit retirement plan, the Corning Natural Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements until the age of 62; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered

part of the relevant payroll records for purposes of such plans and arrangements; and

(c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive’s or the Executive’s spouse’s death, the Executive, his spouse and any dependents shall continue to be entitled to receive all health and dental care benefits under the Company’s welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and to the extent that such benefits shall not be payable or provided under any Company plan, the Company shall pay or provide equivalent benefits on an individual basis).

(d) Any Common Shares of the Company granted by the Company or a Company subsidiary to the Executive under the terms of any Long-Term Incentive Plan (“Long-Term Incentive Plan”) as is in effect and as may be amended from time to time, or any other comparable plan that may be put into effect, subject to a risk of forfeiture, such as the satisfaction of selected performance criteria or the Executive’s completion of a stated period of employment, shall be fully vested and transferable by the Executive following the Change in Control pursuant to the terms of any applicable plan.

(e) The Company shall continue to maintain a whole life insurance policy on the Executive until the Executive reaches the age of 65. The premiums for such policy shall be paid for by the Company, however, the Executive (or the beneficiary designated by him) shall be the beneficial owner of the policy.

4. Certain Additional Payments/Cap on Payments/Timing of Payments.

If, and only if, the pending acquisition of the Company by C&T Enterprises, Inc. (“C&T”) is consummated, the procedures and payments set forth in section 4(e) below shall apply.

(a) If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute

“parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount (determined by Independent Tax Counsel) such that after payment by the Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the payments. For purposes of this paragraph 4(a), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally or regionally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

(b) If Independent Tax Counsel shall determine that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that the Executive has substantial authority not to report any Excise Tax on the Executive’s Federal income tax return. If the Executive is subsequently required to make a payment of any Excise Tax, then the Independent Tax Counsel shall determine the amount (the amount of such additional payments are referred herein as “Gross-Up Underpayment”) of such payment and any such Gross-Up Underpayment shall be promptly paid by the Company to or for the benefit of the Employee. The fees and disbursements of the Independent Tax Counsel shall be paid by the Company.

(c) The Executive shall notify the Company in writing within 15 days of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment. If the Company notifies the Executive in writing that it desires to contest such claim and that it will bear the costs and provide the indemnification as required by this sentence, the Executive shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order to effectively contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings taken in connection with such contest; provided, however, that if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance.

(d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to paragraph 4(c)(iv), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall, within 10 days, pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto).

(e) Severance Payments under the Amended and Restated Severance Agreement shall be paid, with interest at 8% per annum, thirty (30) days after the consummation of the proposed merger with C&T Enterprises, Inc., or an affiliate thereof (“C&T”), unless C&T obtains a final determination of fraud having been committed by Executive with respect to the relevant representations and warranties set forth in the said Merger Agreement. Such determination of fraud shall be made by a court of competent jurisdiction.

Executive’s severance payments hereunder shall be reduced by $87,870, plus an amount sufficient, when combined with the amount of a similar reduction in benefits by the Company’s other executive who is entering an Amended and Restated Severance Agreement this day, and

combined with the reduction in taxes the Company is obliged to pay pursuant to Internal Revenue Code section 280G that results from the aforesaid reduction in severance payments, equals the amount that Corning’s transaction costs, relating to the merger with C&T (the “Transaction Costs”) exceed $1,075,000, but in no event shall such Transaction Costs reduction exceed $112,500. The determination of such amount shall be made five (5) days before the scheduled Closing for the acquisition of the Company by C&T.

To the extent that Executive incurs tax obligations on the severance payments that Executive has foregone, Executive shall waive any right he has to reimubrsement thereof by the Company.

5. No Mitigation Required. In the event of any termination of the Executive’s employment described in paragraph 3, the Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment; provided, however, to the extent the Executive receives medical and health benefits from a subsequent employer, medical and health benefits under paragraph 3(c) shall be secondary to those received from the subsequent employer, and shall be required only to the extent not provided by such subsequent employer.

6. Source of Payments. All payments provided for in this Agreement shall be paid in cash from the general funds of the Company; provided, however, such payments shall be reduced by the amount of any payments made to the Executive or the Executive’s dependents, beneficiaries, or estate from any trust or special or separate fund established by the Company to assure such payments. The Company shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if the Company shall make any investments to aid it in meeting its obligations hereunder, the Executive shall have no right, title, or interest whatever in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Executive or any other person. To the extent that any person acquires a right to receive payments from the Company, such right shall be no greater than the right of an unsecured creditor of the Company.

7. Litigation Expenses: Arbitration.

(a) Full Settlement, Litigation Expenses; Arbitration. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by

any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement. The Company agrees to pay, upon written demand therefor by the Executive, all legal fees and expenses which the Executive may reasonably incur as a result of any dispute or contest by or with the Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement (except to the extent it is determined by a court of competent jurisdiction, mediator or arbitrator, as the case may be, that the Executive’s material claim is, or claims are, frivolous or without merit in which case the Executive shall bear all such fees and expenses), together with interest on any delayed payments at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In any such action brought by the Executive for damages or to enforce any provisions of this Agreement, the Executive, in his sole discretion, shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s obligations hereunder. If the parties hereto so agree in writing, any disputes under this Agreement may be settled by arbitration. The obligation of the Company under this paragraph 7 shall survive the termination for any reason of this Agreement (whether such termination is by the Company, by the Executive, upon the expiration of this Agreement or otherwise).

(b) In the event of any dispute or difference between the Company and the Executive with respect to the subject matter of this Agreement and the enforcement of rights hereunder, the Executive may, in the Executive’s sole discretion by written notice to the Company, require such dispute or difference to be submitted to arbitration. The arbitrator or arbitrators shall be selected by agreement of the parties or, if they cannot agree on an arbitrator or arbitrators within 30 days after the Executive has notified the Company of Executive’s desire to have the question settled by arbitration, then the arbitrator or arbitrators shall be selected by the American Arbitration Association (the “AAA”) in Rochester, New York upon the application of the Executive. The determination reached in such arbitration shall be final and binding on both parties without any right of appeal or further dispute. Execution of the determination by such arbitrator may be sought in any court of competent jurisdiction. The arbitrators shall not be bound by judicial formalities and may abstain from following the strict rules of evidence and shall interpret this Agreement as an honorable engagement and not merely as a legal obligation. Unless otherwise agreed by the parties, any such arbitration

shall take place in Rochester, New York, and shall be conducted in accordance with the Rules of the AAA.

8. Income Tax Withholding. The Company may withhold from any payments made under this Agreement all federal, state, or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

9. Entire Understanding. This Agreement contains the entire understanding between the Company and the Executive with respect to the subject matter hereof and supersedes any similar agreement between the Company and the Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to the Executive of any kind elsewhere provided and not expressly provided for in this Agreement including, without limitation, any benefit or compensation under the Employment Agreement and/or the Corning Natural Gas Company Amended and Restated Survivor Benefit Deferred Compensation Agreement.

10. Severability. If, for any reason, any one or more of the provisions or part of a provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement not held so invalid, illegal or unenforceable, and each other provision or part of a provision shall to the full extent consistent with law continue in full force and effect.

11. Consolidation, Merger. or Sale of Assets. If the Company consolidates or merges into or with, or transfers all or substantially all of its assets to, another entity the term “the Company” as used herein shall mean such other entity and this Agreement shall continue in full force and effect.

12. Notices. All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be deemed to have been duly given if delivered or mailed, postage prepaid, first class as follows:

a. to the Company;

Corning Natural Gas Company

330 West William Street

P.O. Box 58

Corning, New York 14830

Attention: President

With a copy to:

Eric J. Krathwohl, Esq.

Rich May, a Professional Corporation

176 Federal Street

Boston, MA 02110

b. to the Executive:

Thomas K. Barry

10958 East Lake Road

Hammondsport, NY 14840

or to such other address as either party shall have previously specified in writing to the other.

13. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect.

14. Binding Agreement. This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and the Company and their respective permitted successors and assigns.

15. Modification and Waiver. Prior to the date of a Change in Control, this Agreement may be terminated, modified, amended or terminated by action of a majority of the members of the Board. After a Change in Control, this Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument signed by the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

16. Heading of No Effect. The paragraph headings contained in this Agreement are included solely for convenience of reference and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.

17. Governing Law. This Agreement and its validity, interpretation, performance, and enforcement shall be governed by the laws of the State of New York without giving effect to the choice of law provisions in the State of New York.

18. Code Section 409A.

19. Company Counsel. The parties recognize and agree that Rich May, a Professional Corporation is acting as counsel solely to the Company and not to the Executive. Executive agrees and states that he has been specifically advised of that fact and that he has had the opportunity to engage his own counsel for the negotiation and drafting of this Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officers thereunto duly authorized, and the Executive has signed this Agreement, all effective as of the date first above written.

Witness:	Corning Natural Gas Corporation:


/s/ Stanley G. Sleve	By:	/s/ Kenneth J. Robinson
	Title:		Exec. Vice President

Witness:	Executive:

/s/ Stanley G. Sleve	/s/ Thomas K. Barry
	Thomas K. Barry

EX-10.18 19 a06-17727_1ex10d18.htm EX-10

Exhibit 10.18

AMENDED AND RESTATED
SEVERANCE AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
KENNETH J. ROBINSON

THIS AGREEMENT, effective as of the 18th day of August, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Kenneth J. Robinson (the “Executive”).