AMENDED AND RESTATED
ENERGY WEST INCORPORATED
DEFERRED COMPENSATION PLAN FOR DIRECTORS
 Section 1. Introduction




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Section 2. Definitions
  (a)
    
    409A Award means an Award that provides for a deferral of
compensation from the Award Date, as determined under Section 409A.
 (b)
    
    Administrative Committee means the committee designated in
Section 3 to administer the Plan.
 (c)
    
    Applicable Percentage shall have the meaning set forth in
Section 5.2.
 (d)
    
    Award means any right or interest relating to Deferred Stock
Fees, Stock, or Stock Equivalents of the Company granted under the provisions
of the Plan.
 (e)
    
    Award Date means, as determined by the Administrative
Committee, the date on which the recipient of an Award first becomes eligible
to receive an Award under Section 5 of this Plan.(f)
    
    Board means the Board of Directors of the Company.
 (g)
    
    Change in Control means the date on which any one of the
following occurs: (i) any one person, or more than one person acting as a
group (as determined under Section 409A), acquires (or has acquired during the
twelve (12) month period ending on the date of the most recent acquisition by
that person or persons) ownership of stock of the Company possessing 30% or
more of the total voting power of the stock of the Company; (ii) a majority of
members of the Board is replaced during any twelve (12) month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board before the date of that appointment or election; (iii) any
one person, or more than one person acting as a group (as determined under
Section 409A), acquires ownership of stock of the Company that, together with
stock held by that person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of the Company; or (iv) any one
person, or more than one person acting as a group (as determined under Section
409A), acquires (or has acquired during the twelve (12) month period ending on
the date of the most recent acquisition by that person or persons) assets from
the Company that have a total gross fair market value equal to more than 40% of
the total gross fair market value of all of the assets of the Company before
such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, without regard to any liabilities associated with those assets.




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(h)
    
    Code means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
 (i)
    
    Deferred Account means the bookkeeping account established by
the Company in respect to each Director pursuant to Section 6.3 hereof and to
which shall be credited (i) an amount equal to the Fees deferred by the
Director and interest thereon, if any, as provided in this Plan, (ii) the Stock
Equivalents into which any deferred Fees and interest are converted by election
of the Director pursuant to the Plan, (iii) the Stock Equivalents credited to
such Director as Incentive Awards pursuant to Section 5.2 hereof, and (iv) the
Stock Equivalents credited to such Director in respect of dividends pursuant to
Section 6.4 hereof.
 (j)
    
    Deferred Stock Fee means either cash or a number of Stock
Equivalent shares equal to the amount of Fees due to a Director, divided by the
Fair Market Value of a share of Stock, determined as of the Payment Dates for
such Fees.
 (k)
    
    Director means a member of the Board who is neither an
officer nor an employee of the Company. For purposes of the Plan, an employee
is an individual whose wages are subject to the withholding of federal income
tax under section 3401 of the Internal Revenue Code, and an officer who is an
individual elected or appointed by the Board or chosen in such other manner as
may be prescribed in the Bylaws of the Company to serve as such.
 (l)
    
    Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time.
 (m)
    
    Fair Market Value means, with respect to Stock, as of any
applicable date the value of a share of Stock determined as follows (in order
of applicability): (i) if on the Award Date or other determination date the
Stock is listed on an established national or regional stock exchange, is
admitted to quotation on The NASDAQ Stock Market, Inc. or is publicly traded on
an established securities market, the Fair Market Value of a share of Stock
shall be the closing price of the share of Stock on that exchange or in that
market (if there is more than one such exchange or market the Administrative
Committee shall determine the appropriate exchange or market) on the Award Date
or such other determination date (or if there is no such reported closing
price, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale prices on that trading
day) or, (ii) if no sale of Stock is reported for that trading day, on the next
preceding day on which any sale has been reported. If the Stock is not listed
on such an exchange, quoted on such system or traded on such a market, Fair
Market Value shall
be the value of the share of Stock as determined by such methods or
procedures as shall be established from time to time by the Administrative
Committee in good faith in a manner consistent with Section 409A.




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(n)
    
    Fees means any annual retainer, meeting fees, and committee
fees payable in cash to the Director for serving on the Board or any committee
thereof, but does not include reimbursable expenses or any Incentive Award
hereunder.(o)
    
    Fiscal Year means any fiscal year of the Company.
 (p)
    
    Grandfathered Awards means all awards made under the Plan
which were earned and vested on or before December 31, 2004. Grandfathered
Awards are subject to the provisions of Section 1.4 above.
 (q)
    
    Incentive Award means an award of Stock or Stock Equivalents
pursuant to Section 5.2.(r)
    
    Incentive Plan means the Energy West Management Incentive Plan.
 (s)
    
    Internal Revenue Code means the Internal Revenue Code of
1986, as amended from time to time.
 (t)
    
    Interest Rate shall mean, from time to time, the annual rate
of interest on U.S. Treasury Notes maturing in seven years (or if none is
maturing in exactly seven years, the rate for the Treasury Note which has a
maturity closest to seven years in length), as listed in the edition of the
Wall Street Journal, published next following the last business day of
each calendar quarter, and shall be adjusted on a quarterly basis.(u)
    
    Original Plan has the meaning set forth in Section 1.4.
 (v)
    
    Payment Date means each of the dates each year on which the
Company pays Fees to Directors.
 (w)
    
    Section 409A means Section 409A of the Internal Revenue Code
of 1986, as amended (the Code), and the U.S. Department of Treasury
regulations and other interpretive guidance issued thereunder, each as in
effect from time to time.
 (x)
    
    Separation from Service means a termination of services
provided by a Director to the Company, whether voluntarily or involuntarily, as
determined by the Company in accordance with Treasury Regulations Section
1.409-1(h).
 (y)
    
    Shareholder Approval Date shall mean the date on which the
Plan is approved by the shareholders of the Company.




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(z)
    
    Specified Employee means any Director who is determined to be
a key employee as defined under Code Section 416(i)) without regard to
paragraph (5) thereof) for the applicable period, as determined by the Company
under Section 409A and in accordance with Treasury Regulations Section
1.409A-1(i).(aa)
    
    Stock means the $.15 par value common stock of the Company.
 (bb)
    
    Stock Equivalent means a hypothetical share of Stock which
shall have a value on any date equal to the Fair Market Value of one share of
Stock on that date.
 (cc)
    
    Treasury Regulations means Regulations of the Department of
the Treasury under the Code as such regulations may be changed from time to
time.
 (dd)
    
    Unforeseeable Emergency means, with respect to a Director,
any of the following as provided under, and determined by the Board in
accordance, with Section 409A: (i) a severe financial hardship to a Director
resulting from an illness or accident of the Director, the Directors spouse,
the Directors beneficiary, or the Directors dependent (as defined in Code
Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B));
(ii) loss of a Directors property due to casualty; and (iii) other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.
 (ee)
    
    Unforeseeable Emergency Determination has the meaning set
forth in Section 6.10.
 (ff)
    
    Unforeseeable Emergency Payment means an amount payable upon
an Unforeseeable Emergency Determination, which amount is limited to the amount
reasonably necessary to satisfy the Unforeseeable Emergency and may include
amounts necessary to pay any Federal, state, local, or foreign income taxes or
penalties reasonably anticipated to result from the distribution. In
determining an Unforeseeable Emergency Payment, the Board is not required to
take into account any additional compensation that due to the Unforeseeable
Emergency is available under another nonqualified deferred compensation plan
but has not actually been paid, or that is available due to the Unforeseeable
Emergency under another plan that would provide for deferred compensation
except due to the application of the effective date provisions under Treasury
Regulation Section 1.409A-6.
 (gg)
    
    Unforeseeable Emergency Payment Application has the meaning
set forth in Section 6.10.




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Section 3. Plan Administration
 
 Section 4. Stock Subject to the Plan
 ,




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Section 5. Payment of Fees and Incentive Awards
   Section 6. Deferrals and Distributions
  (a)
    
    A Director may elect to defer receipt of (i) Fees otherwise
payable to him as provided under Section 5.1; and (ii) Incentive Awards payable
to the Director pursuant to Section 5.2. A Director may make the elections
permitted hereunder by giving written notice to the Company in a form approved
by the Administrative Committee.




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(b)
    
    The election provided for under Section 5.1 must meet the
following requirements:
 (i)
    
    Election relating to Fees. The election notice
relating to Fees shall provide each of the following: (i) whether the
Director elects to receive Stock or to defer payment; (ii) if the
Director elects to defer payment, whether such payment deferral shall
be in the form of cash or Stock Equivalents; and (iii) the elected
payment time. For purposes of specifying the elected payment time, the
Director must specify in the election form that the Director is
electing either (A) a specified date for payment and set forth the
elected payment date on the election form or (B) payment under a fixed
payment schedule designated in the election form.
 (ii)
    
    Election relating to Incentive Awards. The
election notice relating to Incentive Awards shall provide each of the
following: (i) that the Director elects to receive Stock Equivalents;
and (ii) the elected payment time. For purposes of specifying the
elected payment time, the Director must provide in the election form
that the Director is electing either (A) a specified date for payment
and set forth the elected payment date or (B) payment under a fixed
schedule and designate in the election form the fixed schedule under
which the Director shall receive payments.
  (a)
    
    Election for Deferral. An election to defer receipt of Fees
and/or Incentive Awards shall be made in accordance with each of the following:
 (i)
    
    Initial Deferral Elections by Directors.
Except as otherwise provided in this Section 6.2(a), the Director must
make a written, irrevocable election as to the deferral of payment in
respect of Fees or an Incentive Award in a form approved by the
Administrative Committee no later than: (A) December 31st
of the calendar year preceding the calendar year during which the
Director will commence performing the services giving rise to the Fee
or Incentive Award subject to the deferral election; or (B) for the
first year in which the Director becomes eligible to participate in the
Plan, thirty (30) days after the date the Director first becomes
eligible to participate in the Plan, provided that such an election
will only be effective with respect to (1) the portion of the Fees
related to services performed after the election and (2) Incentive
Awards with respect to calendar years beginning after the date of the
election. Any such election will remain in effect for continuing years
until revoked or modified by the Director by written notice to the
Company prior to the beginning of a year for which Fees
and/or Incentive Awards would otherwise be deferred, except that as
of each December 31, the election becomes irrevocable with respect to
Fees or Incentive Awards payable in connection with services
performed in the immediately following year.




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(ii)
    
    Initial Director Deferral Elections for Fiscal
Year Compensation. In the event that the Administrative Committee
determines that a deferral election may be made with respect to Fees or
an Incentive Award that is Fiscal Year Compensation (as defined below),
the Director may make a written, irrevocable election as to the
deferral of payment in respect of the Fees or Incentive Award and the
time and form of that payment not be later than the close of the
Employers Fiscal Year immediately preceding the first Fiscal Year in
which any services are performed for which the Fees or Incentive Award
is payable. For purposes of this Section 6.2(a)(ii), the term Fiscal
Year Compensation means Fees or an Incentive Award relating to a
period of service coextensive with one or more consecutive Fiscal Years
of the Employer, of which no amount is paid or payable during the
Fiscal Year(s) constituting the period of service. Any such election
will remain in effect for continuing Fiscal Years until revoked or
modified by the Director by written notice to the Company prior to the
beginning of a Fiscal Year for which Fees and/or Incentive Awards would
otherwise be deferred, except that as of the last day of each Fiscal
Year, the election becomes irrevocable with respect to Fees or
Incentive Awards payable in connection with services performed in the
immediately following Fiscal Year.
 (b)
    
    Subsequent Deferral Elections. Notwithstanding the foregoing
provisions of this Section 6.2, with the approval of the Administrative
Committee, a Director may elect to further delay payment in respect of Fees or
an Incentive Award or change the form of payment if each of the following
conditions is met:
 (i)
    
    The election will not take effect until at
least 12 months after the date on which the election is made.
 (ii)
    
    For any payment not made on account of death or
an Unforeseeable Emergency, the payment is deferred for a period of not
less than five years from the date the payment would otherwise have
been paid.
 (iii)
    
    Any election related to a payment to be made
at a specified time or under a fixed schedule must be made not less
than 12 months before the date the payment is scheduled to be paid.




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(c)
    
    Acceleration of Payments. Notwithstanding any other provision
of this Plan or a deferral election to the contrary, the Administrative
Committee in its discretion, may accelerate payment in respect of an Award in
accordance with the provisions of Regulations § 1.409A-2(b)(7), provided that
the Administrative Committee treats all payments to similarly situated
Directors on a reasonably consistent basis.
 (d)
    
    Delay of Payments. Notwithstanding any other provision of this
Plan or a deferral election to the contrary, payment under an Award may be
delayed by the Administrative Committee under the circumstances described in
Regulations § 1.409A-2(b)(7), provided that the Administrative Committee treats
all payments to similarly situated Directors on a reasonably consistent basis.




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Section 7. General Creditor Status




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Section 8. Claims Procedures
  Section 9. Assignability
  Section 10. Plan Termination, Amendment and Modification
  Section 11. Governing Law/Plan Construction




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Section 12. Section 409A
 (a)
    
    To the extent applicable, this Plan shall be interpreted in
accordance with Section 409A.(b)
    
    Limitations on Awards to ensure compliance with Section 409A.
 (i)
    
    409A Awards and Deferrals. Other provisions of
this Plan notwithstanding, the terms of any 409A Award, including any
authority of the Company or the Administrative Committee and rights of
the Director with respect to the 409A Award, shall be limited to those
terms permitted under Section 409A. Each of the following provisions
will apply to 409A Awards:
 (A)
    
    Any election to defer an Award or
any payment under an Award, shall be permitted only at time in
compliance with Section 409A and as provided under Section 6
above.
 (B)
    
    The Company shall have no
authority to accelerate or delay distributions relating to 409A
Awards in excess of the authority permitted under Section 409A.
 (C)
    
    Any distribution of a 409A Award
triggered by a Directors termination of employment shall be
made only at the time that the Director has a Separation from
Service (or at such earlier time preceding a termination of
employment that there occurs another event triggering a
distribution under the Plan in compliance with Section 409A).
 (D)
    
    Any distribution to a Specified
Employee after Separation from Service shall occur at the
expiration of the six-month period following that Specified
Employees Separation from Service in accordance with Section
12(f) below.
 (c)
    
    Interpretation. If and to the extent that any provision of an
Award is required or intended to comply with Section 409A, that provision shall
be administered and interpreted in a manner consistent with the requirements of
Section 409A. If and solely to the extent that any such provision of any Award
as currently written would conflict with or result in adverse consequences to a
Director under Section 409A, the Administrative Committee shall have the
authority, without the consent of the Director, to administer that provision
and to amend the Award with respect to that provision to the extent the
Administrative Committee deems necessary for
the purposes of avoiding any portion of the shares of Stock or amounts to be
delivered to the Director being subject to additional income or other taxes
under Section 409A.




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(d)
    
    Permissible Payment Events/Times. Payment of a 409A Award may
only be made under any of the following events: (i) Separation from Service;
(ii) death; (iii) a specified date or under a fixed schedule as set forth by a
Director in an election form; (iv) a Change in Control; or (v) an Unforeseeable
Emergency.
 (e)
    
    Time of Payment. The payment date with respect to payment of
an Award that is deferred under Section 6.2 above shall be the permissible
payment event or time under Section 12(d) above designated by the Director or
the Administrative Committee, as applicable, in accordance with Section 6.
Payment in respect of an Award shall be made within ten (10) days following the
payment date; provided, however, that payment may be made at a later date for
administrative reasons to the extent permitted by Section 409A; provided,
further, that the Director shall not be permitted, directly or indirectly, to
designate the calendar year of the payment.
 (f)
    
    Specified Employees. Any provision of this Plan to the
contrary notwithstanding, if (i) any payment under a Directors Award provides
for a deferral of compensation under Section 409A, (ii) the Director is a
Specified Employee as of the date of that Directors Separation from Service
and (iii) the delayed payment or distribution of all or any portion of such
amounts to which the Director is entitled under this Plan is required in order
to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
then such portion deferred under this Section 12(f) shall be paid or
distributed (without interest) to the Director in a lump sum on the earlier of
(i) the date that is six (6) months after the Directors Separation of Service,
(ii) a date that is no later than thirty (30) days after the date of Employees
death or (iii) the earliest date as is permitted under Section 409A. For
purposes of clarity, the six (6) month delay shall not apply in the case of
severance pay contemplated by Treasury Regulation Section 1.409A-1(b)(9)(iii)
to the extent of the limits set forth therein. Any remaining payments due
under the Plan shall be paid as otherwise provided herein.




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(g)
    
    For purposes of Section 409A (including, without
limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), a
Directors right to receive a fixed series of installment payments under an
election shall be treated as a right to receive a series of separate payments
and, accordingly, each installment payment shall at all times be
considered a separate and distinct
payment.
 (h)
    
    As provided in Internal Revenue Notice 2007-86, notwithstanding
any other provision of this Plan, with respect to an election or amendment to
change a time and form of payment under this Plan that is subject to Section
409A made on or after January 1, 2008 and on or before December 31, 2008,
the election or amendment may apply only to amounts that would not otherwise
be payable in 2008 and may not cause an amount to be paid in 2008 that would
not otherwise be payable in 2008.




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EXECUTIVE SUMMARY OF
ENERGY WEST INCORPORATED
DEFERRED COMPENSATION PLAN FOR DIRECTORS
 General
     Deferral Elections
  (a)
    
    Any election to defer receipt of fees to be paid in cash must be provided to
the Company prior to the calendar year in which the fees are to be earned. If a
person becomes a Director during a year, he or she may file an election to defer
receipt of fees within 30 days after he or she becomes a Director. In all cases,
elections to defer can relate only to:
 (i)
    
    Fees earned after the date of election;
 (ii)
    
    Incentive compensation for years following the year in which
the election is made.
 (b)
    
    An election to defer is irrevocable for the first calendar year following the
date of the election. A deferral election may be revoked for succeeding years so long
as notice of such revocation is delivered to the Company prior to the beginning of the
calendar year for which Fees or Incentive Awards otherwise would have been
deferred.




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Elections to Review Stock Equivalents
    Interest
  Treatment of Deferred Stock Equivalents, Dividends
   Exhibit A.




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Other Provisions




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EXHIBIT A
 
 YR1
    
    
    YR2
    
    
    YR3
    
    
    YR4
    
    
    YR5Deferred Fees
    
    $
    8,000.00
    
    
    $
    8,000.00
    
    
    $
    8,000.00
    
    
    $
    8,000.00
    
    
    $
    8,000.00Deferred Incentive
Comp.
    
    $
    2,400.00
    
    
    $
    2,400.00
    
    
    $
    2,400.00
    
    
    $
    2,400.00
    
    
    $
    2,400.00FMV of Stock
    
    $
    9/Share
    
    
    $
    10/Share
    
    
    $
    11/Share
    
    
    $
    12/Share
    
    
    $
    13/ShareStock Equivalents
for
Current Year
    
    
    1,155.55
    
    
    
    1,040.00
    
    
    
    945.45
    
    
    
    866.67
    
    
    
    800.00Carry Over From
Prior Year
    
    
    
    
    
    
    1,206.61
    
    
    
    2336.47
    
    
    
    3,401.26
    
    
    
    4,410.19Balance Before
Dividends
    
    
    1,155.55
    
    
    
    2,246.61
    
    
    
    3,281.92
    
    
    
    4,267.93
    
    
    
    5,210.19.40/Share Annual
Dividend in Stock
Equivalents
    
    
    51.36
    
    
    
    89.86
    
    
    
    119.34
    
    
    
    142.26
    
    
    
    160.31Balance After
Dividends
    
    
    1,206.61
    
    
    
    2,336.47
    
    
    
    3,401.26
    
    
    
    4,410.19
    
    
    
    5,370.50DOLLAR VALUE
OF DEFERRED
STOCK PORTION
OF ACCOUNT
    
    
    10,859.49
    
    
    
    23,364.70
    
    
    
    37,413.86
    
    
    
    52,922.28
    
    
    
    69,816.50