FIRST AMENDMENT
TO ENERGY WEST INCORPORATED
2002 STOCK OPTION PLAN
 ENERGY WEST INCORPORATED
 1. Addition of New Section 1.2 to the Amended Plan .
 1.2
    
    Section 409A. This Plan and any Awards granted hereunder are
intended to be exempt from the requirements of Section 409A, and shall be
interpreted and administered in a manner consistent with those intentions. Any
provision of this Plan to the contrary notwithstanding, Grandfathered Awards
shall not be governed by the provisions of this Plan but instead shall continue
to be governed by the provisions of the Energy West Incorporated 2002 Stock
Plan effective as of October 4, 2002 (the Original Plan) as in effect on
December 31, 2004.
 2. Changes to Section 2 of the Original Plan .
 (a)
    
    Section 2.14 is deleted from the Original Plan in its entirety
and is replaced in the Amended Plan by the following new Section 2.14:




---



##### 



(b)
    
    The following is added in its entirety as the last sentence of
Section 2.16 of the Amended Plan:
  (c)
    
    The following is added in its entirety as Section 2.17 of the
Amended Plan:
  (d)
    
    Section 2.17 of the Original Plan is redesignated in its
entirety as Section 2.18 of the Amended Plan.
 (e)
    
    Section 2.18 of the Original Plan is redesignated in its
entirety as Section 2.19 of the Amended Plan.
 (f)
    
    Section 2.19 of the Original Plan is redesignated in its
entirety as Section 2.20 of the Amended Plan.
 (g)
    
    The following is added in its entirety as Section 2.21 of the
Amended Plan:
 2.21
    
    Original Plan has the meaning set forth in
Section 1.2.
 (h)
    
    Section 2.20 of the Original Plan is redesignated in its
entirety as Section 2.22 of the Amended Plan.
 (i)
    
    Section 2.21 of the Original Plan is redesignated in its
entirety as Section 2.23 of the Amended Plan.
 (j)
    
    Section 2.22 of the Original Plan is redesignated in its
entirety as Section 2.24 of the Amended Plan.
  2




---



##### 



(k)
    
    The following is added in its entirety as Section 2.25 of the
Amended Plan:
  (l)
    
    Section 2.23 of the Original Plan is redesignated in its
entirety as Section 2.26 of the Amended Plan.
 (m)
    
    Section 2.24 of the Original Plan is redesignated in its
entirety as Section 2.27 of the Amended Plan.
 (n)
    
    Section 2.25 of the Original Plan is redesignated in its
entirety as Section 2.28 of the Amended Plan.
 3. Change to Section 4.2 of the Original Plan .
  4. Change to Section 5.3 of the Original Plan .
  5. Changes to Section 6 of the Original Plan .
 (a)
    
    The last sentence of Section 6.3.3 is deleted from the Original
Plan in its entirety and is replaced in the Amended Plan by the following:
   3




---



##### 



(b)
    
    The following is added in its entirety as the last two
sentences of Section 6.4.2 of the Amended Plan:
  (c)
    
    The second sentence of Section 6.5.1 of the Original Plan is
deleted in its entirety and is replaced in the Amended Plan by the following:
  (d)
    
    The last sentence of Section 6.5.1 of the Original Plan is
deleted in its entirety and is replaced in the Amended Plan by the following:
   4




---



##### 



(e)
    
    Section 6.5.2 is deleted from the Original Plan in its entirety
and is replaced in the Amended Plan by the following new Section 6.5.2:
  (f)
    
    The last sentence of Section 6.6.2 of the Original Plan is
deleted in its entirety and is replaced in the Amended Plan by the following:
   5




---



##### 



6. Addition of New Section 7.9 to the Amended Plan .
  7. Change to Section 8.1 of the Original Plan .
   6




---



##### 



8. Change to Section 9.3 of the Original Plan .
  9. Full Force and Effect .
 10. Miscellaneous .
  7