|   |   | **Exhibit 10.33** |
|--------|--------|------------------------|
|   |   | ** **             |
|        |   |                   |

 

**Cascade Natural GasCorporationCascade Incentive Plan2006**

 

Cascade Natural Gas hasan incentive plan designed to reward salaried employees for outstanding,company performance. The objectives of this plan are to:

 

•                  Reward for company performance

 

•                  Emphasize performance in criticalareas such as safety and customer satisfaction

 

•                  Shift to a performance-based,financially-driven organization

 

•                  Emphasize the importance of cash flowto company financial success

 

•                  Establish a link between pay andcompany performance

 

•                  Establish a profitable customer focus

 

•                  Encourage team building

 

•                  Link to Company’s objectives

 

•                  Attract, retain and motivate teamsand employees

 

•                  Motivate higher levels of performance

 

•                  Focus employees on company direction(in their actions)

 

### **CASCADEINCENTIVE PLAN**

 

The purpose of the planis to provide a financial incentive for salaried employees to perform at highlevels, both with regard to non-financial and financial measures.  All salaried employees in the company areeligible to participate in this plan.

 

# **Plan Funding**

 

The threshold forestablishing funding for the plan is based on two factors:  1) Earnings per Share (EPS)  greater than dividends paid ($.96 per share);and 2) the company is “cash flow neutral”. Cash flow neutral is defined later in the plan.  After both of these factors are achieved,pre-tax earnings will be shared with 50% going to the incentive plan and 50%going to shareholders (retained earnings). Funding for incentive plans shall go to both this incentive plan and the401(k) Profit Sharing Plan once the threshold is met.

 

**Fundingfor Non-financial measures –**Funding for non-financialmeasures at mid-point award levels will be 30% of the total potential mid-pointpayout.  All funding for the incentiveplan up to 30% of the total potential mid-point payout will be used for payoutsfor achievement of non-financial measures.

 

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**Fundingfor Financial measures –**Funding for performance for financialmeasures begins after the payout for non-financial measures is funded.  (Above 30% of total potential mid-pointpayout.)

 

# **Cash Flow Neutral - Definition**

 

Having a neutral orpositive cash flow is essential for the financial success of the company, justlike it is essential for the financial success of your household.  Having a positive cash flow demonstratescontrol of operating and capital expenses and reduces the need to borrow money.

 

Cash flow is defined as:

 
|   |   | Net Income                                  |
|--------|--------|---------------------------------------------|
|   |   |                                        |
| +      |   | depreciation                                |
|   |   |                                        |
| +      |   | common stock  issued through existing plans |
|   |   |                                        |
| – |   | capital  expenditures                       |
|   |   |                                        |
| – |   | dividends                                   |
|   |   |                                        |
| =      |   | cash flow                                   |

 

# **Non-Financial Performance Measures**

 

Payoutsfor performance in non-financial measures shall be based on the followingmeasures:

 

1.               **Safety  **Thesafety measure is based on a company-wide pipeline safety score.  This score is composed of maintenance schedule rating,missed locates and ratings on other issues including maintaining appropriaterecords, appropriate emergency response and maintaining operator qualificationsas required.

 

2.               **Customer Satisfaction** Customersatisfaction is determined by customer’s responses to the annual customersatisfaction survey.

 

Other non-financialmeasures may be tracked, and may be critical to overall company performance,but will not be factored into any payouts achieved under the plan.

 

# **Communication of Measures**

 

Specific Measures will becommunicated by the beginning of December.

 

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# **Award Potentials**

 

Employees participatingin the plan are eligible for an incentive payout. The payout is calculated as apercentage of the employee’s base pay and is dependent upon the achievement ofthe incentive plan goals and company performance. The details of this targetpayout are described below:

 

•                  The incentive payout at midpointperformance varies depending on level in the company.

•                  The plan outlines three levels ofperformance:

•                  Threshold: represents the minimumacceptable level of performance for the measure; funding for the plan begins atthe threshold level.

•                  Plan Mid Point: represents the levelof performance that generates an incentive payout of 100% of plan mid point.

•                  Outstanding: represents the maximumlevel of performance for the measure; this level of performance generates anincentive payout of 200% of target.

•                  The level of achievement in theearnings per share measure will determine the funding level of the plan.  Payouts cannot exceed the funding pool.

 

**Timing of Payout**

 

Awards will be paid out annually. Payments will be made to employees byDecember 1st, 2006

 

**Eligibility**

 

Employee’sperformance must meet expectations for their job and they must be an “employeein good standing.” An employee in good standing is defined as not have receivedany discipline at the written warning level or above.

 

Allawards will be pro-rated based on the length of service in that plan year.  Employees must have a minimum of three monthsof service with Cascade in order to be eligible to participate in the plan.

 

## **Base Pay Definition**

 

For the purposes of calculating incentive awards, earned base pay andactual overtime earnings will be used for non-exempt employees and earnedannual base pay will be used for exempt employees. Base pay calculations do notincluded bonuses, merit awards, incentive earnings or other pay that would bereflected in W-2 earnings.

 

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## **Benefits**

 

Incentive pay is included in the definition of pay for the purpose ofmatching and employer contributions in the 401(k).

 

## **Terminations**

 

Individuals must be employed at the end of the fiscal year in order tobe eligible to receive a payout. Pro-rated awards will be paid to those whoterminate due to retirement, disability or death.

 

The company reserves the right to alter, amend or cancel this programat any time.

 

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**Cascade Natural GasCorporation401(k) Profit Sharing Plan2006**

 

Cascade Natural Gas has a401(k) profit sharing plan designed to reward employees for outstanding companyperformance and help fund their retirement. All salaried employees in the company are eligible to participate inthis plan.  Plan funding is describedbelow.  Payouts at midpoint are 4% forall salaried employees.

 

**Plan Funding**

 

The 401(k) Profit SharingPlan is funded consistent with the Cascade Incentive Plan for 2006.  The threshold for establishing funding for theCascade Incentive Plan is based on two factors: 1) Earnings per Share (EPS) are greater than dividends paid ($.96 pershare); and 2) the company is “cash flow neutral”.  (See the Cascade Incentive Plan for thedefinition of Cash flow neutral.)  Afterboth of these factors are achieved, pre-tax earnings will be shared with 50%going to the incentive plan and 50% going to shareholders (retainedearnings).  Funding for incentive plansshall go to both the Cascade Incentive Plan and the 401(k) Profit Sharing Planonce the threshold is met.  The thresholdfor the 401(k) Profit Sharing Plan shall be the level where midpoint incentiveplan funding for the Cascade Incentive Plan is met.

 
| **401(k) Profit Sharing** | ** ** | ** **                                 |
|---------------------------|------------|--------------------------------------------|
| Threshold                 |       | Midpoint of the Cascade Incentive Plan     |
| Mid-point                 |       | Level where midpoint payouts are funded    |
| Maximum                   |       | Level where 2X midpoint payouts are funded |

 

## **Base Pay Definition**

 

For the purposes of calculating incentive awards, earned base pay andactual overtime earnings will be used for non-exempt employees and earnedannual base pay will be used for exempt

 

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employees. Base pay calculations do not included bonuses, merit awards,incentive earnings or other pay that would be reflected inW-2 earnings.

 

## **Terminations**

 

Individuals must be employed at the end of the fiscal year in order tobe eligible to receive a payout. Pro-rated awards will be paid to those whoterminate due to retirement, disability or death.

 

The company reserves the right to alter, amend or cancel this programat any time.

 

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