**Exhibit 99.2**

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

EMPLOYMENT AGREEMENT, entered into as of this 14th day of December2000, by and between CORNING NATURAL GAS CORPORATION, a New York corporationwith an office at 330 W. William Street, Corning, New York 14830 (hereinaftercalled the “Company”) and KENNETH J. ROBINSON (hereinafter called the “Executive”)residing at 46 Wilson Street, Corning, NY 14830.

RECITALS

WHEREAS, the Executive is employed by the Company as Executive VicePresident of the Company and its subsidiary (“Subsidiary”), and has performedduties of his employment in a capable and efficient manner, resulting insubstantial benefit to the Company; and

WHEREAS, the Company desires to assure the continued service ofExecutive, and Executive is desirous of committing himself to continued serviceto the Company on the terms herein provided; and

WHEREAS, the Company and the Employee previously entered into thatcertain Employment Agreement on January 1, 1992 (the “1992 Agreement”); and

WHEREAS, the 1992 Agreement was amended by a First Amendment on April22, 1997, a Second Amendment on October 1, 1998 and a Third Amendment onDecember 17, 1999; and

WHEREAS, the Company and the Employee desire to incorporate the changesmade by such Amendments and to amend certain provisions of the 1992 Agreement;

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and for other goodand valuable consideration, the receipt of which is hereby acknowledged by theparties hereto, the Company and the Executive agree as follows:

1.  Employment. The Company will employthe Executive and the Executive accepts employment on the terms and conditionsset forth in this Agreement.

2.  Duties.  The Executive shall serve the Company andSubsidiary as Executive Vice President, under the terms and conditions providedherein.  The Executive’s duties hereundershall include such duties as are normally incident to the position of ExecutiveVice President.  The Executive shallperform his duties hereunder faithfully and to the best of his abilities and infurtherance of the business of the Company and shall devote his full businesstime, energy, attention and skill to the business of the Company and to thepromotion of its interests.

----

 

3.  Term of Employment. The term of theExecutive’s employment hereunder shall be for a five year period beginning onJanuary 1, 2001 and ending January 1, 2006. On January 1, 2003, and on each January 1st thereafter (each such date being hereinafterreferred to as a “Renewal Date”), the term of the Executive’s employmenthereunder shall automatically be extended for an additional one (1) year periodunless the Company notifies the Executive in writing at least ninety (90) daysprior to the applicable Renewal Date that the Company does not wish to extendthis Agreement beyond the expiration of the term or extended term hereof, asthe case may be, in which event this Agreement shall terminate on the datethree years following such applicable Renewal Date. The Executive may terminatethis Agreement upon one year’s advance written notice to the Company.

4.  Salary.  The Company agrees to pay and the Executiveagrees to accept, in accordance with the provisions contained herein, ascompensation for performance of his duties and obligations to the Company hereunder,a salary at an annual rate set by the Board of Directors of the Company (the “Board”)exclusive of the benefits described in Section 5, 6 and 7 hereof.  Such salary shall be payable in equal monthlyinstallments, less usual, customary and required payroll deductions.  The Executive’s salary shall be reviewedannually by the Board for possible increases. In addition, the Company agrees to pay and the Executive agrees toaccept, in accordance with the provisions contained herein, as compensation forperformance of his duties and obligations to the Company hereunder, any fees orpayments authorized by the Board to be paid to the Executive for membership onthe Board or any committee thereof.  Allamounts described in this Section shall be referred to in this Agreementcollectively as the Executive’s “Salary”.

5.  Bonuses.  In addition to the Salary hereinaboveprovided, the Executive may be awarded, with respect to his services hereunder,such bonus or bonuses in such amounts as may be determined by the Board or bythe Executive Committee of the Board.

6.  Expenses.  All reasonable travel and other expensesincidental to the rendering of services by the Executive hereunder shall bepaid by the Company in accordance with the Company’s policies and procedures.

7.  Benefits.

(a) BenefitPlans.  The Executive shall beentitled to participate in all employee benefit plans, including, withoutlimitation, medical, hospital, insurance, pension and 401(k) plans now inexistence or hereafter adopted by the Company or Subsidiary for its executiveemployees, and to receive any other fringe benefits that may be made generallyavailable to the Company’s executive employees from time to time.

(b) Vacations. The Executive shall be entitled to vacations each year in accordancewith the Company’s policies in effect from time to time, of up to five (5)weeks.

(c) Survivor Benefit Deferred CompensationAgreement.  The benefits and amountspayable to the Executive or the beneficiary of the Executive pursuant to theterms of the

2

----

 

Amended and Restated Survivor Benefit DeferredCompensation Agreement of even date hereof by and between the Company and theExecutive are independent of and in addition to all payments and benefitspayable to the Executive pursuant to this Agreement.  A termination of this Employment Agreementshall not cause a termination of said Survivor Benefit Deferred CompensationAgreement.

(d) Health Benefits.     Notwithstanding any other provision of thisAgreement or any other agreement between Executive and the Company, the Companyagrees:

(i)upon the termination of Executive’s employment for any reason other than Cause(as hereinafter defined), or upon Executive’s retirement, the Company shallprovide at its sole cost, to Executive, Executive’s spouse and dependents, ifany, the same level of health care benefits as currently provided to Executiveon the date hereof; without the restriction of the term of this Agreement orotherwise, and

(ii)upon Executive’s death whether occurring: (x) during the term hereof, (y) afterExecutive’s retirement or (z) after the termination of Executive’s employmentfor any reason other than Cause, the Company shall provide at its sole cost,for a period of ten (10) years, to Executive’s spouse and dependents, if any,the same level of health care benefits as currently provided to Executive onthe date hereof.

The Company further agrees that in the event that the level of healthcare benefits provided by the Company to its executive employees is expanded atany time prior to the occurrence of the triggering event described in eitherSection 7(d)(i) or Section 7(d)(ii) hereof, the health care benefit that isrequired to be provided by Section 7(d)(i) or Section 7(d)(ii) shall be at suchexpanded level.

(e) Excess Pension Benefit.

(1) Excess Pension Benefit. At his commencement date specified in Section 7(e)(3) hereof, Executive’sannual “excess pension benefit” (the “Excess Pension Benefit”) shall equal:

(a) the Executive’sannual retirement benefit calculated under Section VII of the Company’s PensionPlan as set forth on the date hereof or as subsequently amended, as applicable,and payable in accordance with Section VII of the Company’s Pension Plan,notwithstanding any restrictions imposed by Section VIII of the Pension Plan (orsuch other provision as contains the Internal Revenue Code Sections 415(b) and415(e) limitations) or any dollar limitation imposed by Internal Revenue CodeSection 401(a)(17), less

(b) the actualamount of annual benefit that is payable from the Company’s Pension Plan underthe normal form of payment applicable to Executive after application of anyrestrictions imposed by Section XXI of the Company’s Pension Plan (or suchother provision as contains the Internal Revenue Code 

3

----

 

Sections 415(b)and 415(e) limitations) or any dollar limitation imposed by Internal RevenueCode Section 401(a)(17).

(2) Form of Payment. Executive will receive his Excess Pension Benefit hereunder in the formof a life annuity, or, if the Executive is eligible for such form of paymentunder the Company’s Pension Plan, as a Qualified Joint and Survivor Annuity asprovided under Section VIII of the Company’s Pension Plan.  Such Excess Pension Benefit paid hereundershall be subject to the withholding and other similar requirements of anyapplicable governmental law or regulation with respect to taxes or similarprovisions.

(3) Commencement of Excess Pension Benefit At Retirement.  Executive’s Excess Pension Benefit shallcommence as of the date Executive terminates employment and first becomeseligible to receive benefits under the Company Pension Plan, even if suchExecutive elects not to commence receiving such Company Pension Plan benefitsat that time.

(4) Accrued Excess Pension Benefit.  Executive’s accrued Excess Pension Benefit atany point in time prior to retirement shall equal the amount determined underSection 7(e)(1) hereof based upon his Compensation (as defined in Section II ofthe Company’s Pension Plan) and Years of Service (as defined in Section II ofthe Company’s Pension Plan) as of the date of determination.

(5) Vested Excess Pension Benefit.  If Executive’s employment with the Companyterminates after he has completed at least 15 years of Service, he shall beentitled to a Vested Excess Pension Benefit based on his accrued Excess PensionBenefit determined under Section 7(e)(4). The Company’s payment of the Vested Excess Pension Benefit shallcommence as of the date Executive first becomes eligible to receive benefitsunder the Company’s Pension Plan, even if Executive elects not to commencereceiving such Company’s Pension Plan benefits at that time, and such benefitfrom this Plan shall not be recalculated thereafter unless Section 7(e)(8) isapplicable.

(6) Excess Pension Pre-Retirement Death Benefit.  Upon the death of Executive any AccruedExcess Pension Benefit shall be applied to provide Executive’s surviving spouseor Beneficiary with an Excess Pension Pre-retirement Death Benefit under thesame terms and in the same manner as provided by the applicable death benefitprovisions of the Company’s Pension Plan.

(7) Suspension of Excess Pension Benefit.  The payment of an Excess Pension Benefitotherwise due on behalf of Executive shall be suspended for any calendar monthin which his Pension Benefit under the Company’s Pension Plan is suspended,provided that payment of an Excess Pension Benefit which has been so suspendedshall commence or resume when his Pension Benefits under the Company’s PensionPlan resume.  Notice of suspension ofpayment of any Excess Pension Benefit shall be given to Executive and suchsuspension of payment shall be governed by procedures established by the PlanAdministrator.

4

----

 

(8) Adjustment of Excess Pension Plan Benefit.  If Executive terminates employment after age55 and before reaching age 62 and his age and years of service at suchtermination date equals a total of seventy-five (75), his Excess PensionBenefit will be reduced at age 62 by the excess of

(a) the reduction in the amount which would have been payable from theCompany’s Pension Plan at age 62 notwithstanding any restrictions imposed bySection VIII of the Pension Plan (or such other provision as contains theInternal Revenue Code Sections 415(b) and 415(e) limitation) or any dollarlimitations imposed by Internal Revenue Code Section 401(a)(17)), over

(b)the reduction in the actual amount payable from the Company’s Pension Plan atage 62.

(f) Certain Additional Payments by the Company.  TheCompany shall pay to Executive, as additional compensation, the amount equal to(i) the FICA taxes the Executive must pay (excluding income taxes) and (ii) anadditional sum of money, in compensation for any federal, state and localincome taxes payable upon such payments made pursuant to this Section 7(f)including any such taxes upon payments pursuant to this subsection 7(f)(ii),the intention being that payments pursuant to this Section 7(f) will equal suchamount as is required to entirely repay any cost to Executive for any suchtaxes.  Payment of amounts pursuant tothis Section 7(f) shall be calculated at the highest marginal rate to whichExecutive is subject for the year in which the income is recognized, includingany such income described above, and shall be paid to the Executive for as longas such FICA taxes are applicable.

(g) Life Insurance.   TheCompany shall maintain a whole life insurance policy on the Executive until theExecutive reaches the age of 65.  Thepremiums for such policy shall be paid for by the Company, however,  the Executive (or the beneficiary designatedby him) shall be the beneficial owner of the policy.

8.  Termination.

(a) Death.  The Executive’s employment hereunder shallterminate upon his death.

(b) Cause.  The Company may terminate the Executive’semployment hereunder for Cause. For the purpose of this Agreement, the Companyshall have “Cause” to terminate the Executive’s employment hereunder upon (i)the willful failure of the Executive to substantially perform his dutieshereunder; (ii) the engaging by the Executive in dishonesty or other misconductmaterially injurious to the Company; (iii) the commission by the Executive of afelony (whether or not involving the Company); or (iv) a material breach by theExecutive of this Agreement, provided that such breach shall not have beencured by the Executive within thirty (30) days after written notice thereoffrom the Company to the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to havebeen terminated for Cause unless and until there shall have been delivered tothe Executive a copy of a resolution, duly adopted by the

5

----

 

affirmative vote of not less than seventy-five percent (75%) ofthe entire membership of the Board of Directors of the Company at a meeting ofthe Board called and held for the purpose (after thirty (30) days prior writtennotice to the Executive and an opportunity for him, together with his counsel,to be heard before the Board), finding that in the good faith opinion of theBoard the Executive was guilty of conduct set forth above in clause (i), (ii), (iii)or (iv) of this Section 8(b) and specifying the particulars thereof in detail.

 

(c) Resignation for Good Reason.  The Executive may terminate his employmenthereunder for Good Reason.  For thepurpose of this Agreement “Good Reason” shall mean:

(1)                                  a material breach by the Company, by actor omission, of this Agreement, which the Company fails to cure within thirty(30) days after receipt of written notice from the Executive of such materialbreach (or, in the case of a material breach which the Company cannotreasonably cure within said thirty (30) day period which the Company fails tocommence within said thirty day period to diligently cure);

(2)                                  materialchange by the Company of the Executive’s functions, duties or responsibilitieswhich change would cause the Executive’s position with the Company to become ofless dignity, responsibility, importance, prestige or scope, including, withoutlimitation, a change from being a senior officer of a publicly held company;

(3)                                  assignmentor reassignment by the Company of the Executive without the Executive’s consentto another place of employment more than 50 miles from the Executive’s currentplace of employment; or

(4)                                 areduction which is more than de minimis in the Executive’s base pay or bonusopportunity except if such reduction is part of a reduction for all executiveofficers of the Company and any parent Company thereof.

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

6

----

 

(d) Disability. If, as a result of the Executive’s incapacity due to physical or mentalillness, the Executive shall have been absent from his duties hereunder on afull time basis for 90 consecutive business days, the Company may terminate theExecutive’s employment hereunder.

9.  Effect of Termination.

(a) Terminationby the Company for Cause or Due to Executive’s Death.  If the Executive’s employment hereunder shallbe terminated due to the Executive’s death or for Cause, the Company shall paythe Executive his full Salary and other benefits through the date oftermination at the rate then in effect, and the Company shall have no furtherobligations to the Executive under this Agreement.

(b)  Terminationby the Company Due to the Executive’s Disability.  During any period that the Executive isprevented from performing his duties hereunder as a result of incapacity due tophysical or mental illness, the Executive shall continue to receive his Salaryand benefits in the amounts or rates in effect upon the commencement of hisdisability (less any amounts payable to the Employee under any Companydisability insurance policy or plan) until the Executive’s employment hereunderis terminated by the Company pursuant to Section 8(d) hereof.  Upon termination of the Executive’semployment pursuant to subsection 8(d) hereof, the Company shall have nofurther obligations to the Executive under this Agreement.

(c) Termination by the Company without Cause or bythe Executive with Good Reason.  If the Executive’s employment hereunder shallbe terminated by the Company other than for death, Cause or disability or shallbe terminated by the Executive with Good Reason, the Company agrees to pay as aseverance pay an amount equal to the Salary which would have been payable overthe remaining term of this Agreement or, if such remaining term is less thantwelve (12) months, then for a period of twelve (12) months immediatelyfollowing the termination.  The Companyshall also provide to the Executive the benefits described in Sections 7(a) and7(c) hereof for a term not shorter than the period that said severance payshall be payable.  In addition, theCompany shall pay to the Executive any accrued bonus through the date oftermination.  The Company’s notice ofnon-extension of this Agreement, described in Section 3 hereof, shall notconstitute a termination by the Company for the purposes of this Section 9(c).

10.  Change in Control.  If, and only if, the Executive’s employmentis terminated following a Change in Control of the Company (as that term isdefined in the Amended and Restated Severance Agreement between the Executiveand the Company, of even date hereof (the “Severance Agreement”)), theprovisions in Section 9(c) of this Agreement shall be superceded by the termsof the Severance Agreement and any other applicable Company plan, policy,arrangement or agreement (other than this Agreement).

11.  Assignment; Successors.  Any attempt to assign this Agreement shall bevoid; provided, however, that, subject to the provisions of Section 10 hereof,if the Company shall be merged or consolidated into any other corporation or ifsubstantially all of the assets of the Company shall be transferred to another corporation,the provisions of this Agreement shall be

7

----

 

binding upon and inure to the benefit of the corporation resulting fromsuch merger or consolidation or to which assets shall have been transferred(the “Surviving Corporation”), and this provision shall apply in the event ofany subsequent merger, consolidation or transfer.  In any such event, the Surviving Corporationshall enter into an agreement with the Executive whereby the SurvivingCorporation and the Executive shall agree to perform this Agreement, includingSection 10 hereof, in the same manner and to the same extent the Company wouldbe required to perform it if no such merger, consolidation or transfer hadtaken place, and the Executive shall enter into such agreement; and the Companyshall thereafter have no further obligations under this Agreement.

 

12.  Agreement Not to Compete.

(a) The Executive hereby covenants and agrees that,provided the Company makes any payments and provides any benefits which may berequired under Section 9 and 10 hereof, at no time during the Executive’semployment by the Company, nor for a period of six (6) months immediatelyfollowing the termination thereof, will the Executive for himself or on behalfof 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 services identical or similar to the products orservices of the Company or Subsidiaries or otherwise compete with the Companyor Subsidiaries in the Company’s Service Area (as hereinafter defined).  Nothing in this Agreement shall prevent theExecutive from holding or investing in securities listed on a nationalsecurities exchange or sold in the over-the-counter market, provided suchinvestments do not exceed in the aggregate one percent (1%) of the issued andoutstanding capital stock of a corporation described in this Section.  As used herein, the term “Company ServiceArea” shall mean the geographical locations identified in the Company’stariffs, as may be in effect from time to time.

(b) The Executive hereby covenants and agrees that,provided the Company makes any payments which may be required under Section 9and 10 hereof, at all times during his employment by the Company, and for six(6) months after termination of such employment, the Executive shall notdirectly or indirectly employ or seek to employ any person or entity employedat that time by the Company, Subsidiary, affiliates or licensees or otherwiseencourage or entice such person or entity to leave employment or terminate suchemployment.

(c) In the event that this Section 12 shall bedetermined by arbitrators or by any court of competent jurisdiction to beunenforceable by reason of its extending for too great a period of time or overtoo large a geographic area or over too great a range of activities, it shallbe interpreted to extend only over the maximum period of time, geographic areaor range of activities as to which it may be enforceable.

13.  Confidential Information.  The Executive agrees to use his best effortsto keep secret and retain in the strictest confidence all confidential matterswhich relate to the Company, Subsidiary or any affiliate of the Company,including, without limitation, customer lists, supplier lists, trade secrets,pricing policies and other business affairs of the Company, Subsidiary and any

8

----

 

affiliate of the Company, learned by him before or after the date ofthis Agreement, and not to disclose any such confidential matter to anyoneoutside the Company, Subsidiary or any affiliates, whether during or after hisperiod of service with the Company, except in the course of performing hisduties hereunder. Upon request by the Company, the Executive agrees to deliverpromptly to the Company upon termination of employment by the Company, or atany time thereafter as the Company may request, all Company, Subsidiary or anyaffiliate memoranda, notes, records, reports, manuals, drawings, designs,computer files in any media and other documents (and all copies thereof)relating to the Company’s, Subsidiary’s or any affiliate’s business and allproperty of the Company, Subsidiary or any affiliate of the Company, which hemay then possess or have under his control.

 

14.  Remedies.  Should the Executive engage in or perform,either directly or indirectly, any of the acts prohibited by Sections 12 or 13hereof, it is agreed that the Company shall be entitled to recover any damagesincurred by it as a result of such violation by the Executive in an action atlaw, and to injunctive relief, to be issued by any competent court of equity,enjoining and restraining the Executive and each and every other person, firm,organization, association, or corporation concerned therein, from thecontinuance of such violative acts.  Theforegoing remedies available to the Company shall not be deemed to limit orprevent the exercise by the Company or the Executive of any or all furtherrights and remedies which may be available to the Company or the Executivehereunder or at law or in equity, except that neither the Company nor theExecutive shall be entitled to recover exemplary or punitive damages.

The Company’s obligation to make the payments providedfor in this Agreement and otherwise to perform its obligations hereunder shallnot be affected by any set-off, counterclaim, recoupment, defense or otherclaim, right or action which the Company may have against the Executive orothers.  In no event shall the Executivebe obligated to seek other employment or take any other action by way ofmitigation of the amounts payable to the Executive under any of the provisionsof this Agreement.  The Company agrees topay, upon written demand therefor by the Executive, all legal fees and expenseswhich the Executive may reasonably incur as a result of any dispute or contest(regardless of the outcome thereof) by or with the Company or others regardingthe validity or enforceability of, or liability under, any provision of thisAgreement, plus in each case interest at the applicable Federal rate providedfor in Section 7872(f)(2) of the Internal Revenue Code.  In any such action brought by the Executivefor damages or to enforce any provisions of this Agreement, the Executive shallbe entitled to seek both legal and equitable relief and remedies, including,without limitation, specific performance of the Company’s obligationshereunder, in the Executive’s sole discretion. If the parties hereto so agree in writing, any disputes under thisAgreement may be settled by arbitration. The obligation of the Company under this Section 14 shall survive thetermination for any reason of this Agreement (whether such termination is bythe Company, by the Executive, upon the expiration of this Agreement orotherwise).

15.  Arbitration.  Except that the Company may elect to pursueremedies as set forth in the first sentence of Section 14, in the event of any dispute or difference betweenthe Company and the Executive with respect to the subject matter of thisAgreement and the enforcement of rights hereunder, the Executive may, in theExecutive’s sole discretion by written notice to the Company,

9

----

 

require such dispute or difference to be submitted to arbitration. Thearbitrator or arbitrators shall be selected by agreement of the parties or, ifthey cannot agree on an arbitrator or arbitrators within 30 days after theExecutive has notified the Company of the Executive’s desire to have thequestion settled by arbitration, then the arbitrator or arbitrators shall beselected by the American Arbitration Association (the “AAA”) in the City ofRochester, New York upon the application of the Executive.  The determination reached in such arbitrationshall be final and binding on both parties without any right of appeal orfurther dispute. Execution of the determination by such arbitrator may besought in any court of competent jurisdiction. The arbitrators shall not bebound by judicial formalities and may abstain from following the strict rulesof evidence and shall interpret this Agreement as an honorable engagement andnot merely as a legal obligation.  Unlessotherwise agreed by the parties, any such arbitration shall take place inRochester, New York in accordance with New York law, and shall be conducted inaccordance with the Rules of the AAA. The parties hereby consent to thejurisdiction of the courts of the State of New York and of the United StatesDistrict Court for the Western District of New York for all purposes inconnection with the arbitration.  Theparties hereto consent that any process or notice of motion or otherapplication to either of said courts and any document or paper in connectionwith arbitration, may be served by certified mail, return receipt requested, tothe address to which notices may be given as specified herein, or by personalservice, or in such other manner as may be permissible under the rules of theapplicable court or the arbitration tribunal, provided a reasonable time forappearance is allowed.  The partiesfurther agree that arbitration proceedings must be instituted within one yearafter the claimed breach occurred, and that failure to institute arbitrationproceedings within such period shall constitute an absolute bar to theinstitution of any proceedings and the waiver of all claims.  The parties further agree that allarbitration costs and expenses, including attorneys’ fees for counselrepresenting the Executive and counsel representing the Company, shall be paidby the Company, except that attorneys’ fees for counsel representing theExecutive shall not be paid by the Company in the event the Arbitratordetermines that the employment of the Executive hereunder was properly terminatedfor Cause.

 

16.  Governing Law.  This Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of New York.

17.  Entire Agreement.  This Agreement constitutes the full andcomplete understanding and agreement of the parties with respect to the subjectmatter hereof, supersedes all prior understandings and agreements as toemployment of the Executive, and cannot be amended, changed, modified orterminated without the written consent of the parties hereto.

18.  Waiver of Breach.  No provision of this Agreement shall bedeemed waived unless such waiver is in writing and signed by the party makingsuch waiver. The waiver by either party of a breach of any term of thisAgreement shall not operate nor be construed as a waiver of any subsequentbreach thereof.

19.  Notices.  Any notice hereunder shall be in writing andshall be given by personal delivery or certified or registered mail, returnreceipt requested, to the following addresses:

10

----

 

If to the Executive:

Kenneth J.Robinson

46 Wilson Street

Corning, NY 14830

or to such otheraddress as the Executive may have furnished to the Company in writing:

If to the Company:

Chairman

Corning NaturalGas Corporation

P.O. Box 58

Corning, NY 14830

with a copy to:

Eric, J. Krathwohl,Esq.

Rich, May,Bilodeau & Flaherty, P.C.

176 Federal Street

Boston, MA 02110

or to such otheraddress as the Company may have furnished to the Executive in writing.

20.  Severability.  If any one or more of the provisionscontained in this Agreement shall be invalid, illegal or unenforceable in anyrespect under any applicable law, the validity, legality and enforceability ofthe remaining provisions contained herein shall not in any way be affected orimpaired thereby.

21.  Headings.  The headings, titles or captions of theSections of this Agreement are included only to facilitate reference, and theyshall not define, limit, extend or describe the scope or intent of thisAgreement or any provision hereof; and they shall not constitute a part hereofor affect the meaning or interpretation of this Agreement or any part thereof.

11

----

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the day and year first above written.
|        | EXECUTIVE                        |
|--------|----------------------------------|
|   |                             |
|   | /s/ Kenneth J.  Robinson         |   |
|   | Kenneth J.  Robinson             |
|   |                             |
|   |                             |
|   | CORNING NATURAL  GAS CORPORATION |
|   |                             |
|   |                             |
|   | By:                              | /s/ Thomas K.  Barry |   |
|   |                             |   |
|   |                             |   |
|   |                             | Title: | President &  CEO |   |
|        |                                  |  |  |  |  |

 

12

----