**Exhibit99.7**

# **ASSIGNMENTAGREEMENT**

Agreement made this 10th dayof July, 2001, by and between Corning Natural Gas Corporation (the “Corporation”),a New York corporation with its office at 330 West William Street, Corning, NewYork 14830 and Thomas K. Barry (“Executive”) residing at 10451 North Road,Corning, New York 14830.

# **RECITALS**

WHEREAS, the Corporation purchased and has maintained life insurancepolicies on Executive, for several years, which policies specified monetarybenefits to the Corporation in the event of Executive’s death (collectively,the “Key Man Policy”);

WHEREAS, the Key Man Policy is fully paid up;

WHEREAS, the Corporation has from time to time engaged in initialexploratory discussions with one or more entities interested in purchasing allthe stock of the Corporation and merging the management and operations of theCorporation into the acquiring corporation;

WHEREAS, in the event such a merger were to occur, the merged entitywould likely eliminate the position now held by Executive, with the result thatthe Corporation would have no need to have funds available to attract aqualified replacement for Executive;

WHEREAS, Executive has been and will be required to make significantand extraordinary  efforts to negotiateand consummate any merger or other sale transaction, which efforts will benefitthe Corporation’s shareholders, but which would likely result in Executive’sbeing forced to leave the employ of the Corporation on an earlier date than ifno such transaction had occurred; and

WHEREAS, the existence or non-existence of the Key Man Policy isunlikely to have any meaningful  impacton a potential purchaser’s offer to acquire the Corporation.

# **AGREEMENT**

NOW THEREFORE, in consideration of the foregoing and other good andvaluable consideration, the receipt of which is hereby acknowledged by theparties hereto, the Corporation and Executive agree as follows:

1.                                       Effectiveupon the date (the “Transaction Date”) of the consummation of the merger of theCorporation with another entity, or the acquisition by an entity of all orsubstantially all of the assets of the Corporation or a majority of the sharesof the Corporation, or such other transaction resulting in the Corporationceasing to exist as an independent entity, the Corporation or any successor tothe Corporation shall transfer, assign and

----

 

set over to Executive, at no cost to Executive, theKey Man Policy. Pending the Transaction Date, the Corporation agrees that itwill not assign, transfer or encumber, in any manner, or take any action orfail to take action, which would result in diminishing (from that payable onthe date hereof) the amount payable to Executive under the Key Man Policy as contemplated hereunder..

2.                                       Inthe event the Corporation shall breach any of its obligations to Executivehereunder, the Corporation agrees to reimburse Executive in full for allreasonable attorneys fees incurred by Executive in seeking to enforce hisrights under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement asof the day and 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 |
|        |                                  |  |  |

 

----