**Exhibit99.3**

**CORNINGNATURAL GAS CORPORATIONAMENDED AND RESTATEDSURVIVOR BENEFITDEFERRED COMPENSATION AGREEMENTFORTHOMAS K. BARRY**

**WITNESSETH**

THIS AGREEMENTentered into by and between CORNING NATURAL GAS CORPORATION, a corporationorganized and existing under the laws of the State of New York, (hereinafterreferred to as the “Company”), and THOMAS K. BARRY (hereinafter referred to asthe “Employee”).

WHEREAS, theEmployee is employed by the Company; and

WHEREAS, theEmployee has performed the duties of employment in a capable and efficientmanner, resulting in substantial benefit to the Company; and

WHEREAS, theexperience of the Employee is such that assurance of the Employee’s continuedservices is important to the future growth and progress of the Company; and

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

WHEREAS, theEmployee is willing to continue in the employ of the Company if the Companywill agree to pay certain benefits in accordance with the provisions and conditionshereinafter set forth; and

WHEREAS, theCompany and the Employee previously entered into that certain Survivor Benefitand Deferred Compensation Agreement on June 27, 1990 (the “1990 Agreement”);and

WHEREAS, the 1990Agreement was amended by a First Amendment on April 22, 1997 and a SecondAmendment on October 1, 1998; and

WHEREAS, theCompany and the Employee desire to incorporate the changes made by suchAmendments and to amend certain provisions of the 1990 Agreement;

NOW, THEREFORE, inconsideration of the agreements between the parties, the parties covenant andagree as follows:

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ARTICLE I

Promise to Pay

Notwithstandingany other agreements between the parties during the Employee’s employment, theCompany agrees to pay the Employee additional amounts, payments of which willbe deferred pursuant to the terms of this Agreement as hereinafter set forth.

ARTICLE II

Pre-RetirementDeath Benefit

In theevent of the Employee’s death while he is still employed by the Company, thereshall be paid from the Company, to such beneficiaries as the Employee shallhave selected in accordance with Article VI, monthly payments equal to Fiftypercent (50%) of the Employee’s monthly salary as said salary existed on thedate of the Employee’s death.  Forpurposes of this agreement, the Employee’s salary shall be the gross salary asrecommended and awarded to him by the Executive Compensation Committee of theBoard of Directors of Corning Natural Gas Corporation.  Such payments shall be payable for one hundredeighty (180) months (commencing on the first day of the month following themonth in which occurs the Employee’s death).

ARTICLE III

Retirement Date

TheCompany agrees that the Employee may retire at any time after the first day ofany month coincident with or next following his fifty-fifth (55th)birthday if, but not before, he has completed at least ten (10) years ofservice with the Company.  The date ofhis actual retirement shall be referred to herein as the “Retirement Date.”

ARTICLE IV

Retirement Benefit

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

A.  If the Employee shall retire on or, after hissixty-second (62nd) birthday, the. monthly amount to which the Employeeshall be entitled pursuant to this Article shall be an amount equal to Thirty-fivepercent (35%) of the monthly salary of the Employee as said salary existed on theactual date of his retirement.  Theamount that shall be so payable

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shallincrease in each year (commencing with the payment next due after eachanniversary of his Retirement Date) by an amount equal to Four percent (4%) ofthe amount to which the Employee, or his beneficiary, was entitled as a monthlybenefit at such anniversary.

B.  If the Employee shall retire prior to hissixty-second (62nd) birthday, the monthly amount to which the Employeeshall be entitled pursuant to this Article shall be an amount equal to apercentage, based upon the attained age of the Employee at the date ofretirement, according to the table detailed below, of what the Employee wouldhave been entitled if he had retired after his sixty-second (62nd)birthday.

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

 

ARTICLE V

Termination Priorto Retirement

If theemployment of the Employee shall terminate for any reason before his completionof ten (10) years of service with the Company and attainment of age Fifty-five(55), he and his beneficiaries shall be entitled to no benefits under thisagreement, except that if such termination is by reason of the Employee’sdeath, this Article shall not apply and the provisions of Article II shallapply to said Employee.

ARTICLE VI

Beneficiary ofDeath Benefit

In theevent that the Employee should die while he is still employed by the Company asdescribed in Article II hereunder or in the event that the Employee should dieprior to receipt from the Company of any amount to which the Employee isentitled under Article IV hereunder, any amounts due under said Article IIremaining unpaid under said Article IV shall be paid to such beneficiary as theEmployee may designate by filing with the Company a notice in writing, but inthe absence of any such designation, said amounts shall be so paid to the Employee’sestate.

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ARTICLE VII

Non-AssignableRights

It isagreed that, except as the Company may otherwise agree in writing and except asset forth below with respect to the Employee, neither the Employee nor anybeneficiary hereunder shall have any right to commute, sell, assign, transferor otherwise convey the right to receive any payments hereunder, which paymentsand the rights thereto are expressly declared to be non-assignable andnon-transferable.

ARTICLE VIII

Independence ofAgreement

The benefitspayable under this Agreement from the Company shall be independent of, and inaddition to, any other employment agreement that may exist from time to timebetween the parties hereto, or any other compensation payable by the Company tothe Employee, whether as salary, bonus or otherwise.  This Agreement shall not be deemed toconstitute a contract of employment between the parties hereto, and nothingcontained herein shall in any way restrict the right of the Company todischarge the Employee, or the right of the Employee to terminate employment.

ARTICLE IX

Non-SecuredPromise

Exceptas provided in the final sentence of Article X, the rights of the Employeeagainst the Company under this Agreement and of any beneficiary of the Employeeshall be solely those of an unsecured creditor of the Company.  Any insurance policy or any other assetacquired or held by the Company in connection with the liabilities assumed byit hereunder, shall not be deemed to be held under any trust for the benefit ofthe Employee or his spouse or beneficiaries or to be security for theperformance of the obligations of the Company, but shall be, and remain, ageneral, unpledged, unrestricted asset of the Company.

ARTICLE X

Change of BusinessForm

TheCompany agrees that it will not merge or consolidate with any other corporationor organization, or permit its business activities to be taken over by anyother organization, unless and until the succeeding or continuing corporationor other organization shall expressly assume the rights and obligations of theCompany herein set forth.  The Companyfurther agrees that it will not cease its business activities or terminate itsexistence, other than as heretofore set forth in this Article, without havingmade adequate provision for the fulfilling of its obligations.  In the

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event the Company shall violate the terms of thisArticle, the Employee (or other obligee) shall have a continuing lien on allcorporate assets until such default be corrected.

ARTICLE XI

Termination ofAgreement

This Agreementis terminable at will by either party at any time, and in such event all rightsof the Employee that were not vested prior to such termination of thisAgreement shall terminate.  For thepurpose of this Article XI, the pre-retirement death benefit set forth inArticle II shall not vest until the Employee’s death, and the retirementbenefit set forth in Article IV shall not vest until the Employee’s RetirementDate.

ARTICLE XII

Disability

If theEmployee shall become disabled within the meaning of the long term disabilityplan of the Company and prior to his retirement, the Employee shall beconsidered to be continuing in employment for as long as such disabilityexists, but not after age seventy (70).

ARTICLE XIII

Amendment ofAgreement

ThisAgreement may be amended in whole or in part by a writing signed by bothparties hereto. This Agreement sets forth the entire agreement of the partieshereto.

ARTICLE XIV

Informal Funding

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

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

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III.  No benefit shall be payable under thisAgreement to the beneficiaries or estate of the Employee if he dies by suicidewithin two years after the effective date of this Agreement.  Nor shall any benefit be payable under thisAgreement to the Employee or his beneficiaries or his estate if the Employeemakes any untrue statements on insurance forms, which statements cause theCompany to fail to receive insurance proceeds under any policies upon theEmployee’s death, or which cause said proceeds to be reduced in any manner.

ARTICLE XV

Claims Procedure

In accordance withSection 503 of ERISA and the regulations of the Secretary of Labor prescribedthereunder:

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

B. TheCompany shall, within ninety (90) days of submission of a claim, provideadequate notice in writing to any claimant whose claim for benefits under theAgreement has been denied. Such notice shall contain the specific reason orreasons for the denial and references to specific Agreement provisions on whichthe denial is based.  It will alsoprovide the claimant with a description of any material or information which isnecessary in order for the claimant to perfect his claim and an explanation ofwhy such information is necessary.  Ifspecial circumstances require an extension of time for processing the claim,the Company shall furnish the claimant a written notice of such extension priorto the expiration of the ninety (90) day period described above.  The extension notice shall indicate thereasons for the extension and the expected date for a final decision, whichdate shall not be more than one hundred eighty (180) days from the initialclaim.

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

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

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ARTICLE XVI

Applicable Law

Theprovisions of this Agreement shall be construed, administered and enforcedaccording to the laws of the United States, and to the extent permitted by suchlaws, in accordance with the law of the State of New York.

ARTICLE XVII

MiscellaneousMatters

Throughout thisAgreement where appropriate, every reference in any of the masculine, feminine,or neuter shall be deemed to include all of the masculine, feminine and neuter,and every reference in either the singular or plural shall be deemed to includeboth the singular and plural, unless the context clearly requires otherwise.

ARTICLE XVIII

Severability

If inthe respect any provision of this Agreement, in whole or in part, shall proveto be invalid for any reason, each invalidity shall only affect the part ofsuch provision which shall be invalid, and in all other respects shall stand asif such invalid provision had not been made, and it shall fail to the extentand only to the extent of such invalid provision and no other portion orprovision of this Agreement shall be invalidated, impaired or affected thereby.

ARTICLE XIX

Termination ofBenefits

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

ARTICLE XX

Noncompetition

TheEmployee hereby covenants and agrees that at no time during the Employee’semployment by the Company, nor for a period of six (6) months immediatelyfollowing the termination thereof, will the Employee 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 control

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any business producing, manufacturing, selling,distributing, promoting or dealing in products or services identical or similarto the products or services of the Company or Subsidiaries or otherwise competewith the Company or Subsidiaries in the Company’s Service Area (as hereinafterdefined).  Nothing in this Agreementshall prevent the Employee from holding or investing in securities listed on anational securities exchange or sold in the over-the-counter market, providedsuch investments do not exceed in the aggregate one percent (1%) of the issuedand outstanding 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.

ARTICLE XXI

Change of Control

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

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** **

**CORNING NATURAL GAS CORPORATIONDeferred Compensation AgreementforThomas K. BarryDesignation of Beneficiary**

I hereby designate thefollowing as beneficiary of any amounts due under the above agreement at mydeath:

To mydaughter Rebecca L. Barry, and my daughter, Susan V. Barry, and my son Sean W.Barry, in equal shares; provided, however, that if any of them shall predeceaseme, then such person’s share shall go to his or her then living descendants,per stirpes, or, if none, to increase ratably the shares distributed hereunder.
| 12/14/00 |   | /s/ Thomas K. Barry     |
|----------|--------|-------------------------|
| Date     |   | Thomas K. Barry         |
|     |   |                    |
|     |   |                    |
| 12/14/00 |   | /s/ Kenneth J. Robinson |
| Date     |   | Witness                 |

 

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