**Exhibit 99.4**

**CORNINGNATURAL GAS CORPORATIONAMENDED AND RESTATEDSURVIVOR BENEFITDEFERRED COMPENSATION AGREEMENTFORKENNETH J. ROBINSON**

**WITNESSETH**

THIS AGREEMENT entered into by and between CORNING NATURAL GASCORPORATION, a corporation organized and existing under the laws of the Stateof New York, (hereinafter referred to as the “Company”), and KENNETH J.ROBINSON (hereinafter referred to as the “Employee”).

WHEREAS, theEmployee is employed by the Company; and

WHEREAS, the Employee has performed the duties of employment in acapable and efficient manner, resulting in substantial benefit to the Company;and

WHEREAS, the experience of the Employee is such that assurance of theEmployee’s continued services is important to the future growth and progress ofthe Company; and

WHEREAS, theCompany desires to continue the service of the Employee; and

WHEREAS, the Employee is willing to continue in the employ of theCompany if the Company will agree to pay certain benefits in accordance withthe provisions and conditions hereinafter set forth; and

WHEREAS, the Company and the Employee previously entered into thatcertain Survivor Benefit and Deferred Compensation Agreement on June 27, 1990(the “1990 Agreement”); and

WHEREAS, the 1990 Agreement was amended by a First Amendment on April22, 1997 and a Second Amendment on October 1, 1998; and

WHEREAS, the Company and the Employee desire to incorporate the changesmade by such Amendments and to amend certain provisions of the 1990 Agreement;

NOW, THEREFORE, in consideration of the agreements between the parties,the parties covenant and agree as follows:

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ARTICLE I

Promise to Pay

Notwithstanding any other agreements between the parties during theEmployee’s employment, the Company agrees to pay the Employee additionalamounts, payments of which will be deferred pursuant to the terms of thisAgreement as hereinafter set forth.

ARTICLE II

Pre-RetirementDeath Benefit

In the event of the Employee’s death while he is still employed by theCompany, there shall be paid from the Company, to such beneficiaries as theEmployee shall have selected in accordance with Article VI, monthly paymentsequal to Fifty percent (50%) of the Employee’s monthly salary as said salaryexisted on the date of the Employee’s death. For purposes of this agreement, the Employee’s salary shall be the grosssalary as recommended and awarded to him by the Executive CompensationCommittee of the Board of Directors of Corning Natural Gas Corporation. Suchpayments shall be payable for one hundred eighty (180) months (commencing onthe first day of the month following the month in which occurs the Employee’sdeath).

ARTICLE III

Retirement Date

The Company agrees that the Employee may retire at any time after thefirst day of any month coincident with or next following his fifty-fifth(55th) birthday if, but not before, he hascompleted at least ten (10) years of service with the Company. The date of hisactual retirement shall be referred to herein as the “Retirement Date.”

ARTICLE IV

Retirement Benefit

I.  Upon his retirement the Employee (and hisbeneficiaries if he dies after retirement but prior to receipt of all hisbenefits) shall be entitled to receive from the Company monthly payments forhis entire lifetime ending with the payment due immediately before the Employee’sdeath, or for a period of one hundred eighty (180) months if longer, commencingon the Retirement Date an amount determined according to whichever shall beapplicable of subparagraphs “A” and “B” hereof.

A.  If the Employee shall retireon or after his sixty-second (62nd) birthday, the monthly amount to whichthe Employee shall be entitled pursuant to this Article shall be an amountequal to Thirty-five percent (35%) of the monthly salary of the Employeeas said salary existed on the actual date of his retirement.  The amount that shall be so payable shallincrease in each year (commencing with the payment next due after eachanniversary

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of his Retirement Date) by an amount equal to Four percent (4%) of theamount to which the Employee, or his beneficiary, was entitled as a monthlybenefit at such anniversary.

B.  If the Employee shall retireprior to his sixty-second (62nd) birthday, the monthly amount to whichthe Employee shall be entitled pursuant to this Article shall be an amountequal to a percentage, based upon the attained age of the Employee at the dateof retirement, according to the table detailed below, of what the Employeewould have been entitled if he had retired after his sixty-second (62nd) birthday.

The monthly amount that shall be so payable shall be adjusted by the 4%amount as set forth above in paragraph A.
| Age at Retirement | ** ** | **Percentage of Benefit** | ** ** |
|-----------------------------|------------|-------------------------------------|------------|
| 55                          |       | 72                                  | %          |
| 56                          |       | 76                                  | %          |
| 57                          |       | 80                                  | %          |
| 58                          |       | 84                                  | %          |
| 59                          |       | 88                                  | %          |
| 60                          |       | 92                                  | %          |
| 61                          |       | 96                                  | %          |

 

ARTICLE V

Termination Priorto Retirement

If the employment of the Employee shall terminate for any reason beforehis completion of ten (10) years of service with the Company and attainment ofage Fifty-five (55), he and his beneficiaries shall be entitled to nobenefits under this agreement, except that if such termination is by reason ofthe Employee’s death, this Article shall not apply and the provisions ofArticle II shall apply to said Employee.

ARTICLE VI

Beneficiary ofDeath Benefit

In the event that the Employee should die while he is still employed bythe Company as described in Article II hereunder or in the event that theEmployee should die prior to receipt from the Company of any amount to whichthe Employee is entitled under Article IV hereunder, any amounts due under saidArticle II remaining unpaid under said Article IV shall be paid to suchbeneficiary as the Employee may designate by filing with the Company a noticein writing, but in the absence of any such designation, said amounts shall beso paid to the Employee’s estate.

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ARTICLE VII

Non-AssignableRights

It is agreed that, except as the Company may otherwise agree in writingand except as set forth below with respect to the Employee, neither theEmployee nor any beneficiary hereunder shall have any right to commute, sell,assign, transfer or otherwise convey the right to receive any paymentshereunder, which payments and the rights thereto are expressly declared to benon-assignable and non-transferable.

ARTICLE VIII

Independence ofAgreement

The benefits payable under this Agreement from the Company shall beindependent of, and in addition to, any other employment agreement that mayexist from time to time between the parties hereto, or any other compensationpayable by the Company to the Employee, whether as salary, bonus orotherwise.  This Agreement shall not bedeemed to constitute a contract of employment between the parties hereto, andnothing contained herein shall in any way restrict the right of the Company todischarge the Employee, or the right of the Employee to terminate employment.

ARTICLE IX

Non-SecuredPromise

Except as provided in the final sentence of Article X, the rights ofthe Employee against the Company under this Agreement and of any beneficiary ofthe Employee shall be solely those of an unsecured creditor of theCompany.  Any insurance policy or anyother asset acquired or held by the Company in connection with the liabilitiesassumed by it hereunder, shall not be deemed to be held under any trust for thebenefit of the Employee or his spouse or beneficiaries or to be security forthe performance of the obligations of the Company, but shall be, and remain, ageneral, unpledged, unrestricted asset of the Company.

ARTICLE X

Change of BusinessForm

The Company agrees that it will not merge or consolidate with any othercorporation or organization, or permit its business activities to be taken overby any other organization, unless and until the succeeding or continuingcorporation or other organization shall expressly assume the rights andobligations of the Company herein set forth. The Company further agrees that it will not cease its businessactivities or terminate its existence, other than as heretofore set forth inthis Article, without having made adequate provision for the fulfilling of itsobligations.  In the event the Companyshall violate the terms of this Article, the Employee (or other obligee) shallhave a continuing lien on all corporate assets until such default be corrected.

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ARTICLE XI

Termination ofAgreement

This Agreement is terminable at will by either party at any time, andin such event all rights of the Employee that were not vested prior to suchtermination of this Agreement shall terminate. For the purpose of this Article XI, the pre-retirement death benefitset forth in Article II shall not vest until the Employee’s death, and theretirement benefit set forth in Article IV shall not vest until the Employee’sRetirement Date.

ARTICLE XII

Disability

If the Employee shall become disabled within the meaning of the longterm disability plan of the Company and prior to his retirement, the Employeeshall be considered to be continuing in employment for as long as suchdisability exists, but not after age seventy (70).

ARTICLE XIII

Amendment ofAgreement

This Agreement may be amended in whole or in part by a writing signedby both parties hereto.  This Agreementsets forth the entire agreement of the parties hereto.

ARTICLE XIV

Informal Funding

I.  The benefits under this Agreement will bepaid by the Company from its general assets. To cover part or all of its potential liabilities under this Agreement,the Company may, but need not, purchase life insurance policies on the life ofthe Employee, but neither the Employee nor any of his beneficiaries will haveany preferred claim against, or beneficial ownership in, such policies or theproceeds therefrom.

II.  When and if the Company applies for lifeinsurance on the life of the Employee, it will so notify the Employee andrequest him to take whatever actions may be necessary to enable the Company tofulfill the requirements of the life insurance company fore issuance of theinsurance policy.  A condition ofeligibility for benefits under this Agreement is the Employee’s cooperation inconnection with the securing of any insurance policies, including thecompletion and signing of such forms as may be reasonably required, and toundergo any medical examinations or tests which may be necessary.

III.  No benefit shall be payable under thisAgreement to the beneficiaries or estate of the Employee if he dies by suicidewithin two years after the effective date of this Agreement. Nor

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shall any benefit bepayable under this Agreement to the Employee or his beneficiaries or his estateif the Employee makes any untrue statements on insurance forms, whichstatements cause the Company to fail to receive insurance proceeds under anypolicies upon the Employee’s death, or which cause said proceeds to be reducedin any manner.

ARTICLE XV

Claims Procedure

In accordance with Section 503 of ERISA and the regulations of theSecretary of Labor prescribed thereunder:

A.  All claims for benefits under this Agreementshall be filed in writing with the Company in accordance with such proceduresas the Company shall reasonably establish.

B.  The Company shall, within ninety (90) days ofsubmission of a claim, provide adequate notice in writing to any claimant whoseclaim for benefits under the Agreement has been denied.  Such notice shall contain the specific reasonor reasons for the denial and references to specific Agreement provisions onwhich the denial is based. It will also provide the claimant with a descriptionof any material or information which is necessary in order for the claimant toperfect his claim and an explanation of why such information is necessary. Ifspecial circumstances require an extension of time for processing the claim,the Company shall furnish the claimant a written notice of such extension priorto the expiration of the ninety (90) day period described above. The extensionnotice shall indicate the reasons for the extension and the expected date for afinal decision, which date shall not be more than one hundred eighty (180) daysfrom the initial claim.

C.  The Company shall, upon written request by aclaimant within sixty (60) days of the notice that his claim has been denied,afford a reasonable opportunity to such claimant for a full and fair review bythe Company of the decision denying the claim. The Company will afford the claimant an opportunity to review pertinentdocuments and submit issues and comments in writing. The claimant shall havethe right to be represented by counsel.

D.  The Company shall, within sixty (60) days ofa request for a review, render a written decision on its review.  If special circumstances require extra timefor the Company to review its decision, the Company will attempt to make itsdecision as soon as practicable, and in no event will the Company take morethan one hundred twenty (120) days to send a claimant a written notice of itsdecision.

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ARTICLE XVI

Applicable Law

The provisions of this Agreement shall be construed, administered andenforced according to the laws of the United States, and to the extentpermitted by such laws, in accordance with the law of the State of New York.

ARTICLE XVII

MiscellaneousMatters

Throughout this Agreement where appropriate, every reference in any ofthe masculine, feminine, or neuter shall be deemed to include all of themasculine, feminine and neuter, and every reference in either the singular orplural shall be deemed to include both the singular and plural, unless thecontext clearly requires otherwise.

ARTICLE XVIII

Severability

If in the respect any provision of this Agreement, in whole or in part,shall prove to be invalid for any reason, each invalidity shall only affect thepart of such provision which shall be invalid, and in all other respects shallstand as if such invalid provision had not been made, and it shall fail to theextent and only to the extent of such invalid provision and no other portion orprovision of this Agreement shall be invalidated, impaired or affected thereby.

ARTICLE XIX

Termination ofBenefits

Any benefit otherwise available to the Employee under this Agreementmay be terminated by the Company at any time for good cause.  For purposes of this provision, good causeshall be deemed to include fraud against the Company, misappropriation orembezzlement of Company funds, or the like, willful and continued grossnegligence in the performance of the Employee’s duties with the Company,violation of the provisions of the following Article XX, or violation of anyreasonable rules and regulations imposed by the Company concerning the conductof its employees.

ARTICLE XX

Noncompetition

The Employee hereby covenants and agrees that at no time during theEmployee’s employment by the Company, nor for a period of six (6) monthsimmediately following the termination thereof, will the Employee for himself oron behalf of any other person, partnership, company or corporation, directly orindirectly, acquire any financial or beneficial interest in, provide consultingservices to, be employed by, contract with, or own, manage, operate or controlany business producing, manufacturing, selling, distributing, promoting ordealing in products or

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services identicalor similar to the products or services of the Company or Subsidiaries orotherwise compete with the Company or Subsidiaries in the Company’s ServiceArea (as hereinafter defined).  Nothingin this Agreement shall prevent the Employee from holding or investing insecurities listed on a national securities exchange or sold in theover-the-counter market, provided such investments do not exceed in theaggregate one percent (1%) of the issued and outstanding capital stock of a corporationdescribed in this Section.  As usedherein, the term “Company Service Area” shall mean the geographical locationsidentified in the Company’s tariffs, as may be in effect from time to time.

ARTICLE XXI

Change of Control

Notwithstandingthe aforementioned terms and provisions of this Agreement, the Employee’sbenefits under this Agreement shall be nonforfeitable in the even of a Changein Control (as hereinafter defined) of the Company.  For this purpose:

(i) ifthe employment of the Employee shall terminate for any reason subsequent to aChange in Control (as hereinafter defined) of the Company prior to attaininghis fifty-fifth (55th) birthday, the Employee shall beentitled to monthly payments as calculated under Article II of this Agreementas if said Employee had died while still employed by the Company on the date ofsaid Employee’s termination; and

(ii)if the employment of the Employee shall terminate for any reason subsequent toa Change in Control (as hereinafter defined) of the Company on or afterattaining his fifty-fifth (55th) birthday,the Employee shall be entitled to monthly payments as calculated under ArticleIV of this Agreement as if said employee had retired while still an employee ofthe Company on the date of said Employee’s termination; and

(iii)in the event the Employee shall die subsequent to a Change in Control (ashereinafter defined) of the Company while still employed by the Company priorto attaining his fifty-fifth (55th)birthday, such beneficiaries as the Employee shall have selected under theprovisions of Article VI of this Agreement shall be entitled to the monthlypayments as calculated under Article II of this Agreement; and

(iv)in the event the Employee shall die subsequent to a Change in Control (ashereinafter defined) of the Company while still employed by the Company on orafter attaining his fifty-fifth (55th)birthday, such beneficiaries as the Employee shall have selected under theprovisions of Article VI of this Agreement shall be entitled to the monthly paymentsas calculated under Article IV of this Agreement; and

(v) inthe event the Employee shall die while receiving any payments as described inthis Article XXI, any amounts remaining unpaid shall be paid to suchbeneficiaries as the Employee shall have designated under the provisions ofArticle VI of this Agreement.

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Forthe purposes of this Agreement, a Change in Control of the Company shall bedeemed to have occurred if:

(i)there shall be consummated any consolidation or merger of the Company in whichthe Company is not the continuing or surviving corporation or pursuant to whichshares of the Common Stock of the Company would be converted into cash, othersecurities or other property, or any sale, lease, exchange or other transfer(in one transaction or a series of related transactions) of all orsubstantially all of the assets of the Company, except for any consolidation ormerger or sale, lease, exchange or other transfer of assets in which:

(a) the stockholders of the Company immediately priorto the consolidation, merger or transfer have the same proportionate ownershipin the stock entitled to vote generally for the election of directors of theconsolidated, surviving or transferee corporation immediately after thetransaction; or

(b) the transaction is entirely among the Company andany subsidiary;

(ii)the stockholders of the Company approve any plans or proposals for theliquidation or dissolution of the Company;

(iii)there is a change in the Board of Directors of the Company as a result of anelection contest following a solicitation of proxies subject to Rule 14a-11under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or

(iv)any Person (as hereinafter defined), shall become directly or indirectly, theOwner or Beneficial Owner (as hereinafter defined) of 20% or more of the stockentitled to vote generally for the election of directors of the Company, or anysuccessor of the Company pursuant to a transaction described in (i) above.

For the purposes of determining proportionate or percentage ownershipof any stock referred to in the foregoing definition, all options, warrants andother rights to purchase or otherwise acquire any such stock shall be treatedas if such options, warrants and other rights had been fully exercised and suchstock issued to the holders of such rights immediately prior to the time atwhich such proportionate or percentage ownership is determined.  For purposes of the foregoing definition, “Person”means any person, as such term is used in Section 13(d) and 14(d)(2) of theExchange Act and “Owner or Beneficial Owner” means any owner or beneficialowner within the meaning of Rule 13d-3 under the Exchange Act.

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IN WITNESS WHEREOF, the said CORNING NATURAL GAS CORPORATION has causedthis Agreement to be signed in its name by its duly authorized officer, andimpressed with its seal, and properly attested to, and the said Employee hassigned and sealed this Agreement, all of this 14th, day of  December, 2000.
| ATTEST:                 |   | CORNING NATURAL GAS CORPORATION |
|-------------------------|--------|---------------------------------|
|                    |   |                            |
|                    |   |                            |
| /s/ Phyllis J.  Groeger |   | By:                             | /s/ Thomas K. Barry |
|                    |   |                            | President &  CEO |
|                    |   |                            |
|                    |   |                            |
| /s/ Phyllis J.  Groeger |   | /s/ Kenneth J. Robinson         |
| Witness                 |   | Kenneth J. Robinson             |
|                    |   | (“Employee”)          |

 

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** **

**CORNINGNATURAL GAS CORPORATIONDEFERRED COMPENSATION AGREEMENTFORKENNETH J. ROBINSONDESIGNATION OF BENEFICIARY**

I hereby designatethe following as beneficiary of any amounts due under the above agreement at mydeath:

Primary

Spouse,if surviving at my death

Secondary

TheTrust created for the benefit of my spouse as set forth in my Last Will andTestament.

This designationsupersedes the previous designation dated February 18, 1999.
| 12/14/00 |   | /s/ Kenneth J. Robinson |
|----------|--------|-------------------------|
| Date     |   | Employee                |
|     |   |                    |
|     |   |                    |
| 12/14/00 |   | /s/ Thomas K. Barry     |
| Date     |   | Witness                 |

 

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