**Exhibit99.5**

AMENDED AND RESTATEDSEVERANCE AGREEMENTBETWEENCORNING NATURAL GAS COMPANYANDTHOMAS K. BARRY

THIS AGREEMENT, effectivethis 14th dayof December, 2000, by and between Corning Natural Gas Company, a New YorkCorporation (the “Company”) and Thomas K. Barry (the “Executive”).

WITNESSETH:

WHEREAS, theExecutive is a valuable employee of Corning Natural Gas Company, an integralpart of its management, and a key participant in the decision-making processrelative to short-term and long-term planning and policy for the Company; and

WHEREAS, theCompany wishes to encourage the Executive to continue the Executive’s careerand services with the Company for the period during and after an actual orthreatened Change in Control; and

WHEREAS, the Boardof Directors of the Company, at a meeting on December 17, 1999, determined thatit would be in the best interests of the Company and its shareholders to betterassure continuity in the management of the Company’s administration andoperations in the event of a Change in Control by entering into this SeveranceAgreement (the “Agreement”) with the Executive; and

WHEREAS, theCompany and the Executive previously entered into that certain SeveranceAgreement on December 17, 1999 (the “1999 Agreement”); and

WHEREAS, theCompany and the Executive desire to amend and restate the terms and provisionsof the 1999 Agreement;

NOW THEREFORE, itis 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 Executives EmploymentAgreement.

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(c)                                  “Changein Control” shall mean:

(i)                                     anyperson (as such term is used in Section 13(d) of the Securities Exchange Act of1934 (the “1934 Act”), excluding a corporation at least 90% of the ownership ofwhich after acquiring its interest is owned directly by the holder of commonshares of the Company immediately prior to such acquisition (“Person”), becomesthe beneficial owner, directly or indirectly, of twenty (20) percent or more ofthe outstanding common shares of the Company (other than the Savings Plan)requiring the filing of a report with the Securities and Exchange Commissionunder Section 13(d) of the 1934 Act;

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

(iii)                               approvalby the shareholders of the Company of (a) any consolidation or merger of theCompany in which the Company is not the continuing**orsurviving corporation or pursuant to which common shares of the Company wouldbe converted into cash, securities, or other property, other than aconsolidation or merger of the Company in which holders of its common sharesimmediately prior to the consolidation or merger own at least 90% of the commonshares of the surviving corporation immediately after the consolidation ormerger, or (b) any consolidation or merger in which the Company is thecontinuing or**surviving corporation but inwhich the common shareholders of the Company immediately prior to theconsolidation or merger do**not hold atleast 90% of the outstanding common shares of the continuing or survivingcorporation (except where such holders of common stock hold at least 90% of thecommon shares of the corporation which owns all of the common shares of theCompany), or (c) any sale, lease, exchange, or other transfer (in onetransaction or a series of related transactions) of all or substantially allthe assets of the Company, or (d) any merger or consolidation of the Companywhere, after the merger or consolidation, one Person owns 100% of the commonshares

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of the Company (except where the common holders of theCompany’s common shares immediately prior to such merger or consolidation ownat least 90% of the outstanding common shares of such Person immediately aftersuch merger or consolidation) (upon the Board’s determination that thetransaction subject to shareholder approval hereunder will not be consummated,a Change in Control shall not be deemed to have occurred from such date forwardand this Agreement shall continue in effect as if no Change in Control hadoccurred, except to the extent termination requiring Severance Benefits underparagraph 3 hereof has occurred prior to such Board’s determination); or

(iv)                              achange in the majority of the members of the Board within a 24- month periodunless the election or nomination for election or nomination for election bythe Company’s common shareholders of each new director was approved by the voteof at least two-thirds of the Directors then still in office who were in officeat 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 thelast day the Executive was an employee of the Company (or if higher, the annualrate in effect on the date of the Change in Control), including any electivecontributions made by the Company on behalf of the Executive that are notincludible 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 bepaid to the Executive annually for membership on the Board of Directors or anyCommittee thereof, and (iii) the average of the annual incentive payments paidto the Executive by the Company, if any, for the three consecutive calendaryears immediately preceding employment termination (or a lesser period if theExecutive was not eligible to receive annual incentive payments during suchthree year period).

(f)                                    “CoveragePeriod” means the period beginning on the Starting Date and ending on theEnding Date.

(g)                                 “Disability”means the Executive’s incapacity due to physical or mental illness, whichincapacity causes the Executive to be absent from his duties on a full time basisfor 90 consecutive business days.

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

(i)                                     “EndingDate” means the earlier of (i) the date of the Board’s determination that thetransaction which was approved by the Company’s shareholders, thus constitutinga 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 aChange in Control occurs or, if a Change in Control is based on shareholderapproval pursuant to paragraph 1(c)(iii) hereof, the date which is 36 fullcalendar months following the date of the consummation of the transaction whichwas the subject of**shareholder approval.

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

(i)                                     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;

(ii)                                  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

(iii)                               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.

(k)                                  “SingleTrigger Period” means the eighteen month period which (i) begins on the date onwhich a Change in Control occurs, or if a Change in Control is based onshareholder approval pursuant to paragraph 1(c)(iii)

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hereof, the dateof the consummation of the transaction which was the subject of shareholderapproval, and (ii) ends eighteen months thereafter.

(l)                                     “StartingDate” means the date on**which a Changein Control occurs.

2.                                       Term.This Agreement shall be effective as of the date above written and shallcontinue thereafter for 36 full calendar months following the date of anoccurrence of a Change in**Control or, ifthe Change in Control event is based on shareholder approval pursuant toparagraph 1(c)(iii), 36 full calendar months following the date of theconsummation of the transaction which was the subject of shareholder approval.

3.                                       SeveranceBenefit. If (i) at any time during the Coverage Period, the Executive’semployment hereunder is terminated by the Company for any reason other thanCause, death or Disability, or by the Executive for Good Reason, or (ii) duringthe Single Trigger Period, the Executive terminates his employment for anyreason, then,

(a)                                  withinfive business days after such termination, the Company shall pay to theExecutive (or, if the Executive has died before receiving all payments to whichthe 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’sCompensation;

(b)                                 tothe extent not paid or payable under such plans and/or arrangements, theCompany shall pay to the Executive the present value of the benefits(calculated assuming the Executive will begin receiving benefits at theearliest retirement date under such plans and/or arrangements, or if later, atthe end of the term of this Agreement, based on the actuarial assumptions usedfor purposes of the qualified defined benefit plan) that would have accrued,but did not accrue, under the Company’s qualified defined benefit retirementplan, the Corning Natural Gas Company Survivor Benefit Deferred CompensationAgreement, and the excess pension benefit provision in the Employment Agreementand/or any successor or similar plan(s) or arrangements in place andoperational on the date of termination and/or the Change in Control, as if (forvesting, benefit accrual, eligibility for early retirement, subsidized earlyretirement factors, actuarial equivalence, and any other purposes) theExecutive had continued to be employed and had continued to participate in suchplans and arrangements until the age of 62; it being understood by all partieshereto that payments made under this Agreement and the deemed additionalcredited service shall not be considered for purposes of determining the actualbenefit payable under

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the terms of suchplans and arrangements and shall not be considered part of the relevant payrollrecords for purposes of such plans and arrangements; and

(c)                                  tothe extent not already provided under the terms of the Employment Agreement,for a period commencing with the month in which termination of employment, asdescribed in paragraph 3 hereof, shall have occurred, and ending the later ofthe 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 allhealth and dental care benefits under the Company’s welfare benefit plans(within the meaning of Section 3(l) of the Employee Retirement Income SecurityAct of 1974, as amended), at no cost to the Executive and at the same level ofbenefits that the Executive, his spouse and his dependents were receiving orwere entitled to receive at the time of termination of employment or, if itwould result in greater benefits, at the date of the Change in Control (if andto the extent that such benefits shall not be payable or provided under anyCompany plan, the Company shall pay or provide equivalent benefits on anindividual basis).

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

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

4.                                       CertainAdditional Payments.

(a)                                  IfIndependent Tax Counsel shall determine that the aggregate payments made****to the Executive pursuant to this Agreement and any other******payments to the Executive from theCompany which constitute “parachute payments” as defined in Section 280G of theCode (or any successor provision thereto) (“Parachute Payments”) would besubject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),then the Executive shall be entitled to receive an additional

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payment (a “Gross-UpPayment”) in an amount (determined by Independent Tax Counsel) such that afterpayment by the Executive of all taxes (including any Excise Tax) imposed uponthe Gross-Up Payment and any interest or penalties imposed with respectto such taxes, the Executive retains from the Gross-Up Payment an amount equalto the Excise Tax imposed upon the payments. For purposes of this paragraph4(a), “Independent Tax Counsel” shall mean a lawyer, a certified publicaccountant with a nationally recognized accounting firm, or a compensationconsultant with a nationally recognized actuarial and benefits consulting firm,with expertise in the area of executive compensation tax law, who shall beselected by the Executive and shall be reasonably acceptable to the Company,and whose fees and disbursements shall be paid by the Company.

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

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

(i)                                     givethe Company any information reasonably requested by the Company relating tosuch claim,

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

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

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(iv)                              permitthe Company to participate in any**proceedingsrelating to such claim; provided, however, that the Company shall bear and paydirectly all costs and expenses (including additional interest and penalties)incurred in connection with such contest and shall indemnify and hold theExecutive harmless, on an after-tax basis, for any Excise Tax or incometax, including interest and penalties with respect thereto, imposed as a resultof such representation and payment of costs and expenses. The Company shallcontrol all proceedings taken in connection with such contest; provided,however, that if the Company directs the Executive to pay such claim and suefor a refund, the Company shall advance the amount of such payment to theExecutive, on an interest-free basis and shall indemnify and hold the Executiveharmless, on an after-tax basis, from any Excise Tax or income tax,including interest or penalties with respect thereto, imposed with respect tosuch advance or with respect to any imputed income with respect to suchadvance.

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

5.                                       NoMitigation Required. In the event of any termination of the Executive’semployment described in paragraph 3, the Executive shall be under no obligationto seek other employment, and there shall be no offset against amounts due theExecutive under this Agreement on account of any remuneration attributable toany subsequent employment; provided, however, to the extent the Executivereceives medical and health benefits from a subsequent employer, medical andhealth benefits under paragraph 3(c) shall be secondary to those received fromthe subsequent employer, and shall be required only to the extent not providedby such subsequent employer.

6.                                       Sourceof Payments. All payments provided for in this Agreement shall be paid incash from the general funds of the Company; provided, however, such paymentsshall be******reduced by the amount of anypayments made to the Executive or the Executive’s dependents, beneficiaries, orestate from any trust or special or separate fund established by the Company toassure such payments. The Company shall not be required to establish a specialor separate fund or other segregation of assets to assure such payments, and,if the

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Company shall make anyinvestments to aid it in meeting its obligations hereunder, the Executive shallhave no right, title, or interest whatever in or to any such investments exceptas may otherwise be expressly provided in a separate written instrumentrelating to such investments. Nothing contained in this Agreement, and noaction taken pursuant to its provisions, shall create or be construed to createa trust of any kind, or a fiduciary relationship between the Company and theExecutive or any other person. To the extent that any person acquires a rightto receive payments from the Company, such right shall be no greater than theright of an unsecured creditor of the Company.

7.                                       LitigationExpenses: Arbitration.

(a)                                  FullSettlement, Litigation Expenses; Arbitration. The Company’s obligation to make the payments provided for in thisAgreement and otherwise to perform its obligations hereunder shall not beaffected 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 Executive be obligated to seek other employmentor take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement. The Company agrees to pay, uponwritten demand therefor by the Executive, all legal fees and expenses which theExecutive may reasonably incur as a result of any dispute or contest by or withthe Company or others regarding the validity or enforceability of, or liabilityunder, any provision of this Agreement (except to the extent it is determinedby a court of competent jurisdiction, mediator or arbitrator, as the case maybe, that the Executive’s material claim is, or claims are, frivolous or withoutmerit in which case the Executive shall bear all such fees and expenses),together with interest on any delayed payments at the applicable Federal rateprovided for in Section 7872(f)(2) of the Code. In any such action brought bythe Executive for damages or to enforce any provisions of this Agreement, theExecutive, in his sole discretion, shall be entitled to seek both legal andequitable relief and remedies, including, without limitation, specific performanceof the Company’s obligations hereunder. If the parties hereto so agree inwriting, any disputes under this Agreement may be settled by arbitration. Theobligation of the Company under this paragraph 7 shall survive the terminationfor any reason of this Agreement (whether such termination is by the Company,by the Executive, upon the expiration of this Agreement or otherwise).

(b)                                 Inthe event of any dispute or difference between the Company and the Executivewith respect to the subject matter of this Agreement and the enforcement ofrights hereunder, the Executive may, in the Executive’s sole discretion bywritten notice to the Company, require such dispute

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or difference to besubmitted to arbitration. The arbitrator or arbitrators shall be selected byagreement of the parties or, if they cannot agree on an arbitrator orarbitrators within 30 days after the Executive has notified the Company ofExecutive’s desire to have the question settled by arbitration, then thearbitrator or arbitrators shall be selected by the American ArbitrationAssociation (the “AAA”) in Rochester, New York upon the application of theExecutive. The determination reached in such arbitration shall be final andbinding on both parties without any right of appeal or further dispute.Execution of the determination by such arbitrator may be sought in any court ofcompetent jurisdiction. The arbitrators shall not be bound by judicialformalities and may abstain from following the strict rules of evidence andshall interpret this Agreement as an honorable engagement and not merely as alegal obligation. Unless otherwise agreed by the parties, any such arbitrationshall take place in Rochester, New York, and shall be conducted in accordancewith the Rules of the AAA.

8.                                       IncomeTax Withholding. The Company may withhold from any payments made under thisAgreement all federal, state, or other taxes as shall be required pursuant toany law or governmental regulation or ruling.

9.                                       EntireUnderstanding. This Agreement contains the entire understanding between theCompany and the Executive with respect to the subject matter hereof andsupersedes any similar agreement between the Company and the Executive, exceptthat this Agreement shall not affect or operate to reduce any benefit or compensationinuring to the Executive of any kind elsewhere provided and not expresslyprovided for in this Agreement including, without limitation, any benefit orcompensation under the******EmploymentAgreement and/or the Corning Natural Gas Company Amended and Restated SurvivorBenefit Deferred Compensation Agreement.

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

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

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12.                                 Notices.All notices, requests, demands and other communications required or permittedhereunder shall be given in writing and shall be deemed to have been duly givenif 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, Bilodeau & Flaherty, P.C.  176 Federal Street  Boston, MA  02110    |
|   |                                                                                                             |
| b.     | to the Executive:                                                                                                |
|   |                                                                                                             |
|   | Thomas K. Barry  16 Welch Road  Corning, NY  14830                                                          |
|   |                                                                                                             |
|   | or to such other address as either party shall have  previously specified in writing to the other.               |

 

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

14.                                 BindingAgreement.  This Agreement shall bebinding upon, and shall inure to the benefit of, the Executive and the Companyand their respective permitted successors and assigns.

15.                                 Modificationand Waiver. Prior to the date of a Change in Control, this Agreement may beterminated, modified, amended or terminated by action of a majority of themembers of the Board. After a Change in Control, this Agreement may not bemodified or amended except by an instrument in writing signed by the partieshereto. No term or condition of this Agreement shall be deemed to have beenwaived, nor shall there be any**estoppelagainst the

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enforcement of anyprovision of this Agreement, except by written instrument signed by the partycharged with such waiver or estoppel. No such written waiver shall be deemed acontinuing waiver unless specifically stated therein, and each such waivershall operate only as to the specific term or condition waived and shall notconstitute a waiver of such term or condition for the future or as to any actother than******that specifically waived.

16.                                 Headingof No Effect.  The paragraph headingscontained in this Agreement are included solely for convenience of referenceand shall not in any way affect the meaning or interpretation of any of theprovisions of this Agreement.

17.                                 GoverningLaw. This Agreement and its validity, interpretation, performance, andenforcement shall be governed by the laws of the State of New York withoutgiving effect to the choice of law provisions in the State of New York.

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IN WITNESS WHEREOF, theCompany has caused this Agreement to be executed by its officers thereunto dulyauthorized, and the Executive has signed this Agreement, all effective as ofthe date first above written.
| Witness:                |   | Corning Natural Gas Company: |
|-------------------------|--------|------------------------------|
|                    |   |                         |
|                    |   |                         |
| /s/ Phyllis J.  Groeger |   | By:                          | /s/ Kenneth J. Robinson |
|                    |   | Title:                       | Executive Vice President |
|                    |   |                         |
| Witness:                |   | Executive:                   |
|                    |   |                         |
|                    |   |                         |
| /s/ Phyllis J.  Groeger |   | By:                          | /s/ Thomas K. Barry |
|                         |        |                              |  |  |  |

 

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