**Exhibit 99.1**

 

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

EMPLOYMENTAGREEMENT, entered into as of this 14th  day ofDecember, 2000, by and among CORNING NATURAL GAS CORPORATION, a New Yorkcorporation with an office at 330 W. William Street, Corning, New York 14830(hereinafter called the “Company”) and THOMAS K. BARRY (hereinafter called the “Executive”)residing at 181 W. Lake Road, Hammondsport, New York 14840.

RECITALS

WHEREAS, the Executive is employed by the Company asPresident and Chief Executive Officer of the Company and its subsidiary (“Subsidiary”),and has performed the duties of his employment in a capable and efficientmanner, resulting in substantial benefit to the Company; and

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

WHEREAS,the Company and the Employee previously entered into that certain EmploymentAgreement on January 1, 1992 (the “1992 Agreement”); and

WHEREAS,the 1992 Agreement was amended by a First Amendment on April 22, 1997, a SecondAmendment on October 1, 1998 and a Third Amendment on December 17, 1999; and

WHEREAS,the Company and the Employee desire to incorporate the changes made by suchAmendments and to amend certain provisions of the 1992 Agreement;

AGREEMENTS

NOW, THEREFORE, inconsideration of the foregoing and for other good and valuable consideration,the receipt of which is hereby acknowledged by the parties hereto, the Companyand the Executive agree as follows:

1.  Employment.  The Company will employ the Executive and theExecutive accepts employment on the terms and conditions set forth in thisAgreement.

2.  Duties.  The Executive shall serve the Company andSubsidiary as President and Chief Executive Officer, under the terms andconditions provided herein.  He shallalso serve as a director of the Subsidiary and, so long as he is elected, as adirector of the Company.  The Executive’sduties hereunder shall include such duties as are normally incident to theposition of Chief Executive Officer.  TheExecutive shall perform his duties hereunder faithfully and to the best of hisabilities and in furtherance of the business of the Company and shall devotehis full

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business time, energy, attention and skill to the business of theCompany and to the promotion 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 datebeing hereinafter referred to as a “Renewal Date”) the term of the Executive’semployment hereunder shall automatically be extended for an additional one (1)year period unless the Company notifies the Executive in writing at leastninety (90) days prior to the applicable Renewal Date that the Company does notwish to extend this Agreement beyond the expiration of the term or extendedterm hereof, as the case may be, in which event this Agreement shall terminateon the date three years following such applicable Renewal Date.  The Executive may terminate this Agreementupon 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 Companyhereunder, a salary at an annual rate set by the Board of Directors of theCompany (the “Board”), exclusive of the benefits described in Sections 5, 6 and7 hereof and directors fees paid to Executive. Such salary shall be payable in equal monthly installments, less usual,customary and required payroll deductions. The Executive’s salary shall be reviewed annually by the Board forpossible increases.  In addition, theCompany agrees to pay and the Executive agrees to accept, in accordance withthe provisions contained herein, as compensation for performance of his dutiesand obligations to the Company hereunder, any fees or payments authorized bythe Board to be paid to the Executive for membership on the Board or anycommittee thereof.  All amounts describedin this Section shall be referred to in this Agreement collectively as theExecutive’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) Benefit Plans.  TheExecutive shall be entitled to participate in all employee benefit plans,including, without limitation, medical, hospital, insurance, pension and 401(k)plans now in existence or hereafter adopted by the Company or Subsidiary forits executive employees, and to receive any other fringe benefits that may bemade generally available to the Company’s executive employees from time totime.

(b) Vacations.  The Executive shall be entitled to vacationseach year in accordance with the Company’s policies in effect from time totime, of up to five (5) weeks.

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(c) Automobile.  In recognition that the Executive will berequired to do a considerable amount of driving in connection with his dutieshereunder, the Company shall provide to the Executive an automobile of hischoice, subject to the reasonable approval of the Company, and the Companyshall pay all expenses of such automobile including gas, oil, repairs andinsurance.

(d) ClubDues.  In recognition that theExecutive’s duties hereunder will require entertainment of the Company’scustomers, suppliers and other business contacts and an informal environmentfor business discussions, the Company shall pay the dues to a country club inthe Corning, New York area to be selected by Executive with the reasonableapproval of the Company.

(e) Survivor Benefit Deferred Compensation Agreement.  The benefits and amounts payable to theExecutive or the beneficiary of the Executive pursuant to the terms of theAmended and Restated Survivor Benefit Deferred Compensation Agreement of evendate hereof, by and between the Company and the Executive are independent ofand in addition to all payments and benefits payable to the Executive pursuantto this Agreement.  A termination of thisEmployment Agreement shall not cause a termination of said Survivor BenefitDeferred Compensation Agreement.

(f) 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 otherthan Cause (as hereinafter defined), or upon Executive’s retirement, theCompany shall provide at its sole cost, to Executive, Executive’s spouse anddependents, if any, the same level of health care benefits as currentlyprovided to Executive on the date hereof; without the restriction of the termof this Agreement or otherwise, and

(ii) uponExecutive’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 Companyfurther agrees that in the event that the level of health care benefitsprovided by the Company to its executive employees is expanded at any timeprior to the occurrence of the triggering event described in either Section7(f)(i) or Section 7(f)(ii) hereof, the health care benefit that is required tobe provided by Section 7(f)(i) or Section 7(f)(ii) shall be at such expandedlevel.

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(g) ExcessPension Benefit.

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

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

(b) the actual amount of annual benefit that is payable from theCompany’s Pension Plan under the normal form of payment applicable to Executiveafter application of any restrictions imposed by Section XXI of the Company’sPension Plan (or such other provision as contains the Internal Revenue CodeSections 415(b) and 415(e) limitations) or any dollar limitation imposed byInternal Revenue Code 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(g)(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(g)(4). The Company’s payment of the Vested Excess Pension 

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Benefit shall commence asof the date Executive first becomes eligible to receive benefits under theCompany’s Pension Plan, even if Executive elects not to commence receiving suchCompany’s Pension Plan benefits at that time, and such benefit from this Planshall not be recalculated thereafter unless Section 7(g)(8) is applicable.

 

(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.

(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 theactual amount payable from the Company’s Pension Plan at age 62.

(h) CertainAdditional Payments by the Company. The Company shall pay to Executive, as additional compensation, theamount equal to (i) the FICA taxes the Executive must pay (excluding incometaxes) and (ii) an additional sum of money, in compensation for any federal,state and local income taxes payable upon such payments made pursuant to thisSection 7(h) including any such taxes upon payments pursuant to this subsection7(h)(ii), the intention being that payments pursuant to this Section 7(h) willequal such amount as is required to entirely repay any cost to Executive forany such taxes.  Payment of amountspursuant to this Section 7(h) shall be calculated at the highest marginal rateto which Executive is subject for the year in which the income is recognized,including any such income described above, and shall be paid to the Executivefor as long as such FICA taxes are applicable.

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(i)  Life Insurance.   The Company shall maintain a whole lifeinsurance policy on the Executive until the Executive reaches the age of65.  The premiums for such policy shallbe paid for by the Company, however,  theExecutive (or the beneficiary designated by him) shall be the beneficial ownerof the policy.

8.  Termination.

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

(b) Cause.  The Company may terminate the Executive’semployment hereunder for Cause.  For thepurpose of this Agreement, the Company shall have “Cause” to terminate theExecutive’s employment hereunder upon (i) the willful failure of the Executiveto substantially perform his duties hereunder; (ii) the engaging by theExecutive in dishonesty or other misconduct materially injurious to theCompany; (iii) the commission by the Executive of a felony (whether or notinvolving the Company); or (iv) a material breach by the Executive of thisAgreement, provided that such breach shall not have been cured by the Executivewithin thirty (30) days after written notice thereof from the Company to the Executive.  Notwithstanding the foregoing, the Executiveshall not be deemed to have been terminated for Cause unless and until thereshall have been delivered to the Executive a copy of a resolution, duly adoptedby the 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 indetail.

(c) Resignation for Good Reason. The Executive may terminate his employment hereunder for GoodReason.  For the purpose of thisAgreement “Good Reason” shall mean:

(1)                                  amaterial breach by the Company, by act or omission, of this Agreement, whichthe Company fails to cure within thirty (30) days after receipt of writtennotice from the Executive of such material breach (or, in the case of amaterial breach which the Company cannot reasonably cure within said thirty(30) day period which the Company fails to commence within said thirty dayperiod 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;

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(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.

(d) Disability.  If, as a result of the Executive’s incapacitydue to physical or mental illness, the Executive shall have been absent fromhis duties hereunder on a full time basis for 90 consecutive business days, theCompany may terminate the Executive’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 his disability(less any amounts payable to the Employee under any Company disabilityinsurance policy or plan) until the Executive’s employment hereunder isterminated by the Company pursuant to Section 8(d) hereof. Upon termination ofthe Executive’s employment pursuant to subsection 8(d) hereof, the Companyshall have no further 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

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Company agrees to pay as a severance pay an amount equal to the Salarywhich would have been payable over the remaining term of this Agreement or, ifsuch remaining term is less than twelve (12) months, then for a period oftwelve (12) months immediately following the termination.  The Company shall also provide to theExecutive the benefits described in Sections 7(a) and 7(c) hereof for a termnot shorter than the period that said severance pay shall be payable.  In addition, the Company shall pay to theExecutive any accrued bonus through the date of termination.  The Company’s notice of non-extension of thisAgreement, described in Section 3 hereof, shall not constitute a termination bythe 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) shall be superceded by the terms of the SeveranceAgreement and any other applicable Company plan, policy, arrangement oragreement (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 anothercorporation, the provisions of this Agreement shall be binding upon and inureto the benefit of the corporation resulting from such merger or consolidationor to which assets shall have been transferred (the “Surviving Corporation”),and this provision shall apply in the event of any subsequent merger,consolidation or transfer.  In any suchevent, the Surviving Corporation shall enter into an agreement with theExecutive whereby the Surviving Corporation and the Executive shall agree toperform this Agreement, including Section 10 hereof, in the same manner and tothe same extent the Company would be required to perform it if no such merger,consolidation or transfer had taken place, and the Executive shall enter intosuch agreement; and the Company shall thereafter have no further obligationsunder 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 

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“Company Service Area” shall mean the geographical locations identifiedin the Company’s tariffs, as may be in effect from time to time.

 

(b)The Executive hereby covenants and agrees that, provided the Company makes anypayments which may be required under Section 9 and 10 hereof, at all timesduring his employment by the Company, and for six (6) months after terminationof such employment, the Executive shall not directly or indirectly employ orseek to employ any person or entity employed at that time by the Company,Subsidiary, affiliates or licensees or otherwise encourage or entice suchperson or entity to leave employment or terminate such employment.

(c)In the event that this Section 12 shall be determined by arbitrators or by anycourt of competent jurisdiction to be unenforceable by reason of its extendingfor too great a period of time or over too large a geographic area or over toogreat a range of activities, it shall be interpreted to extend only over themaximum period of time, geographic area or range of activities as to which itmay 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 anyaffiliate of the Company, learned by him before or after the date of thisAgreement, and not to disclose any such confidential matter to anyone outsidethe Company, Subsidiary or any affiliates, whether during or after his periodof service with the Company, except in the course of performing his dutieshereunder.  Upon request by the Company,the Executive agrees to deliver promptly to the Company upon termination ofemployment by the Company, or at any time thereafter as the Company mayrequest, all Company, Subsidiary or any affiliate memoranda, notes, records,reports, manuals, drawings, designs, computer files in any media and otherdocuments (and all copies thereof) relating to the Company’s, Subsidiary’s orany affiliate’s business and all property of the Company, Subsidiary or anyaffiliate of the Company, which he may 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’sobligation to make the payments provided for in this Agreement and otherwise toperform its obligations hereunder shall not be affected by any set-off,counterclaim, recoupment, defense or other claim, right or action which theCompany may have against the

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Executive or others.  In no eventshall the Executive be obligated to seek other employment or take any otheraction by way of mitigation of the amounts payable to the Executive under anyof the provisions of this Agreement.  TheCompany agrees to pay, upon written demand therefor by the Executive, all legalfees and expenses which the Executive may reasonably incur as a result of anydispute or contest (regardless of the outcome thereof) by or with the Companyor others regarding the validity or enforceability of, or liability under, anyprovision of this Agreement, plus in each case interest at the applicableFederal rate provided for in Section 7872(f)(2) of the Internal RevenueCode.  In any such action brought by theExecutive for damages or to enforce any provisions of this Agreement, the Executiveshall be entitled to seek both legal and equitable relief and remedies,including, without limitation, specific performance of the Company’sobligations hereunder, in the Executive’s sole discretion.  If the parties hereto so agree in writing,any disputes under this Agreement may be settled by arbitration.  The obligation of the Company under thisSection 14 shall survive the termination for any reason of this Agreement(whether such termination is by the Company, by the Executive, upon the expirationof this Agreement or otherwise).

 

15.  Arbitration. Except that the Companymay elect to pursue remedies as set forth in the first sentence of Section 14,in the 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 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 of theExecutive’s desire to have the question settled by arbitration, then thearbitrator or arbitrators shall be selected by the American ArbitrationAssociation (the “AAA”) in the City of Rochester, New York upon the applicationof the Executive.  The determinationreached in such arbitration shall be final and binding on both parties withoutany right of appeal or further dispute. Execution of the determination by sucharbitrator may be sought in any court of competent jurisdiction. Thearbitrators shall not be bound by judicial formalities and may abstain fromfollowing the strict rules of evidence and shall interpret this Agreement as anhonorable engagement and not merely as a legal obligation.  Unless otherwise agreed by the parties, anysuch arbitration shall take place in Rochester, New York in accordance with NewYork law, and shall be conducted in accordance with the Rules of the AAA. Theparties hereby consent to the jurisdiction of the courts of the State of NewYork and of the United States District Court for the Western District of NewYork for all purposes in connection with the arbitration.  The parties hereto consent that any processor notice of motion or other application to either of said courts and anydocument or paper in connection with arbitration, may be served by certifiedmail, return receipt requested, to the address to which notices may be given asspecified herein, or by personal service, or in such other manner as may bepermissible under the rules of the applicable court or the arbitrationtribunal, provided a reasonable time for appearance is allowed.  The parties further agree that arbitrationproceedings must be instituted within one year after the claimed breachoccurred, and that failure to institute arbitration proceedings within suchperiod shall constitute an absolute bar to the institution of any proceedingsand the waiver of all claims.  The partiesfurther agree that all arbitration costs and expenses, including attorneys’fees for counsel representing the Executive and counsel representing theCompany, shall be paid by the Company, except that

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attorneys’ fees for counsel representing the Executive shall not bepaid by the Company in the event the Arbitrator determines that the employmentof the Executive hereunder was properly terminated for 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; provided,however, the Employment and Consulting Agreement between the Company andExecutive dated September 18, 1984 remains in full force and effect.

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 this Agreementshall not operate nor be construed as a waiver of any subsequent breachthereof.

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:

If to the Executive:

Thomas K. Barry

181 W. Lake Road

Hammondsport, NY 14840

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

If to the Company:

Chairman

Corning Natural GasCorporation

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.

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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 hereof.

INWITNESS WHEREOF, the parties hereto have executed this Agreement as of the dayand year first above written.
|        | EXECUTIVE                        |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | /s/ Thomas K.  Barry             |   |
|   | Thomas K. Barry                  |
|   |                             |
|   |                             |
|   | CORNING NATURAL  GAS CORPORATION |
|   |                             |
|   |                             |
|   | By:                              | /s/ Kenneth J.  Robinson |   |
|   | Title:                           | Exec. Vice  President | ** ** |
|        |                                  |  |  |  |  |  |

 

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