**EXHIBIT10.29**

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**CASCADE NATURAL GASCORPORATION2000 DIRECTOR STOCK AWARD PLAN**

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# **ARTICLE 1.ESTABLISHMENT AND PURPOSE**

 

**1.1.****                            Establishment.**  Effective April 24, 2000 (the“Effective Date”), Cascade Natural Gas Corporation (“Cascade”) herebyestablishes the Cascade Natural Gas Corporation 2000 Director Stock Award Plan(the “Plan”).

 

**1.2.****                            Purpose.**  The purpose of the Plan is to advance theinterests of Cascade by encouraging members of Cascade’s board of directors(the “Board”) who are not employees of Cascade or any of its subsidiaries(“Directors”) to acquire a proprietary interest in Cascade through the grant ofstock awards.  It is anticipated thatthe Plan will assist Cascade in attracting and retaining Directors.  Stock awards granted under the Plan will supplementother compensation for Directors.

 

# **ARTICLE 2.DEFINITIONS**

 

**2.1.****                            DefinedTerms.**  When used in the Plan, thefollowing terms shall have the meaning specified below.

 

***“Award”*** or ***“Stock Award”*** shall mean an award of Sharesto a Director pursuant to the Plan.

 

***“Board”*** shall mean the Board ofDirectors of Cascade.

 

***“Cascade”*** shall mean Cascade NaturalGas Corporation, a Washington corporation.

 

***“Code”*** shall mean the Internal RevenueCode of 1986, as amended and in effect from time to time.  Where the context so requires, any referenceto a particular Code section shall be construed to refer to the successorprovision to such Code section.

 

***“Deferral Election”*** shall mean awritten election by a Recipient pursuant to Article 7 to deferdistribution of Stock Awards granted to the Recipient during the period coveredby the Deferral Election.

 

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***“Deferred Stock Account”*** shall mean anunfunded bookkeeping account maintained by Cascade pursuant to Section 7.3to account for Stock Awards that are subject to a Recipient’s DeferralElection.

 

***“Exchange Act”*** shall mean theSecurities Exchange Act of 1934, as amended and in effect from time totime.  Where the context so requires,any reference to a particular section of the Exchange Act, or to any rulepromulgated under the Exchange Act, shall be construed to refer to thesuccessor provisions to such section or rules.

 

***“Fair Market Value.”***  For all purposes of the Plan, the “FairMarket Value” of Shares on a particular day shall be determined without regardto any restrictions (other than a restriction which, by its terms, will neverlapse) and shall mean:

 

(a)                                  Theper-share closing sale price of Shares as reported on the New York StockExchange Composite Tape or similar facility for such day;

 

(b)                                 IfShares are not listed on the New York Stock Exchange, the per-share closingsale price of Shares as reported for such day on the principal stock exchangein the United States on which the Shares are listed (as determined by theCommittee); or

 

(c)                                  Ifneither clause (a) nor clause (b) is applicable, the value per share determinedby the Committee in a manner consistent with Treasury Regulations underSection 2031 of the Code.

 

If nosale of Shares is reported for such day, but there were sales reported within areasonable period before and after such day, the weighted average of the meansbetween the highest and lowest selling prices on the nearest date before andthe nearest date after such day shall be used, with the average to be weightedinversely by the respective number of trading days between the selling datesand such day.

 

***“Grant Date”*** shall mean April 24of each year in which an Award is granted.

 

***“Director”*** shall mean a member of theBoard who is not an employee of Cascade or any Subsidiary.

 

***“Plan”*** shall mean this Cascade NaturalGas Corporation 2000 Director Stock Award Plan.

 

***“Plan Year”*** shall mean a calendaryear.

 

***“Shares”*** shall mean the $1.00 parvalue common stock of Cascade.

 

***“Stock Unit”*** shall mean a bookkeepingunit representing one Share credited to a Deferred Stock Account.

 

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***“Subsidiary”*** shall mean a “subsidiarycorporation” of Cascade as defined in Section 425(f) of the Code.

 

**2.2.****                            Genderand Number.**  Except when otherwiseindicated by the context, any masculine or feminine terminology when used inthe Plan shall also include the opposite gender; and the definition of any termherein in the singular shall also include the plural, and vice versa.

 

# **ARTICLE 3.ELIGIBILITY**

 

The personseligible to receive Awards under the Plan are the Directors of Cascade who arenot regular employees of Cascade or a subsidiary.

 

# **ARTICLE 4.ADMINISTRATION**

 

**4.1.****                            General.**  The Plan shall be administered by the Board,which shall have full power and authority, subject to the provisions of thePlan, to supervise administration of the Plan and interpret the provisions ofthe Plan and any Awards granted hereunder. Any decision by the Board shall be final and binding on allparties.  No member of the Board shallbe liable for any determination, decision, or action made in good faith withrespect to the Plan or any Awards under the Plan.  The Board may delegate any of such responsibilities to one ormore agents and may retain advisers to advise it.  No Recipient  shallparticipate in the decision of any question relating exclusively to an Awardgranted to that Recipient.

 

**4.2.****                            Rulesand Interpretation.**  The Board shallbe vested with full authority to make such rules and regulations as it deemsnecessary to administer the Plan and to interpret and administer the provisionsof the Plan in a uniform manner.  Anydetermination, decision or action of the Board in connection with theconstruction, interpretation, administration, or application of the Plan shallbe final, conclusive, and binding on all parties.

 

**4.3.****                            Records.**  The Board shall have overall responsibilityfor keeping records and providing necessary communications to Recipients.  The records of the Board with respect to thePlan shall be conclusive and binding on all Recipients and all persons orentities claiming through or under them.

 

**4.4.****                            Expenses.**  The cost of settling Awards pursuant to thisPlan and the expenses of administering the Plan shall be borne by Cascade.

 

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# **ARTICLE 5.SHARES SUBJECT TO AWARDS**

 

The stock subjectto Awards to be granted under this Plan shall be Shares, which may either beauthorized and unissued Shares or reacquired Shares.

 

# **ARTICLE 6.STOCK AWARDS**

 

**6.1.****                            Grantof Stock Awards.**  As of eachApril 24 in 2000 and subsequent years, Cascade automatically shall grantto each person who served as a Director during the period since the precedingApril 24 a Stock Award for 500 Shares. The number of Shares granted each year shall be subject to anyadjustment required or permitted pursuant to Article 8.  Each such grant shall occur automaticallyduring the term of this Plan without further action of the Board.

 

**6.2.****                            Issuanceof Shares.**  As soon as practicableafter each Grant Date, a Share certificate shall be issued to each Recipientwho has received a Stock Award on such Grant Date and who has not elected todefer receipt of such Shares as provided in Article 7.

 

# **ARTICLE 7.DEFERRAL OF RECEIPT OF SHARES**

 

**7.1.****                            DeferralElection.**  Each Recipient may electto defer receipt of Shares pursuant to a Stock Award by filing with theSecretary of Cascade a Deferral Election substantially in the form ofAPPENDIX A hereto which shall set forth the Director’s election to defer theissuance of Shares represented by Stock Awards granted during the periodsspecified in the Deferral Election. Each Deferral Election shall specify the Plan Year or Plan Years to becovered by the Deferral Election.  EachDeferral Election must be made by December 31 of the year preceding thePlan Year covered by the Deferral Election except that the Deferral Electionfor the first Plan Year must be made within 30 days after approval of the Planby the Board.

 

**7.2.****                            Durationof Deferral Elections.**  Each DeferralElection shall be effective for all grants of Stock Awards on Grant Dates inthe Plan Years specified in the Deferral Election.  A Deferral Election may be revoked or amended by written noticefiled with the Secretary of Cascade in substantially the form ofAPPENDIX B hereto.  Any suchrevocation shall be effective for all grants of Stock Awards on Grant Dates inPlan Years beginning after the date of such revocation.  Following any such revocation, a Directormay subsequently make a new Deferral Election in accordance with the provisionsof this Article 7.  Any such newelection shall be effective for all Stock Awards on Grant Dates in Plan Yearsspecified in the new Deferral Election beginning after the date of such newelection.

 

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**7.3.****                            DeferredStock Accounts.**  For each Recipientfor whom one or more Stock Awards are deferred pursuant to this Article 7,Cascade shall maintain an unfunded Deferred Stock Account as follows:

 

***7.3.1***                     Each Deferred Stock Account shallbe credited with a number of Stock Units equal to the number of Shares that arefrom time to time deferred.

 

***7.3.2***                     Whenever cash dividends aredeclared on Shares, a dividend equivalent shall be computed with respect toeach Deferred Stock Account.  The amountof the dividend equivalent shall be the product of (a) the number of StockUnits in the Deferred Stock Account on the record date of the dividend and(b) the per-share dividend amount. The dividend equivalent so computed shall be deemed reinvested inadditional shares by crediting to the Deferred Stock Account, effective on thepayment date of the cash dividend, a number of Stock Units (with fractionscomputed to three decimals) obtained by dividing the amount of the dividendequivalent by the Fair Market Value for Shares on the dividend paymentdate.  Dividend equivalents shall becredited and deemed invested under this 7.3.2 until Shares representing allStock Units credited to the Deferred Stock Account have been issued to theRecipient or his or her estate.

 

***7.3.3***                     The Deferred Stock Account shallbe debited by a number of Stock Units equal to the number of any Sharesdistributed to the Recipient pursuant to Sections 7.4 and 7.5.

 

***7.3.4***                     The number of Stock Units creditedto a Deferred Stock Account shall be subject to any adjustment required orpermitted pursuant to Article 8.

 

**7.4.****                            Issuanceof Deferred Shares.**  EachRecipient’s Deferral Election shall specify that a number of Shares equal tothe number of Stock Units credited to the Recipient’s Deferred Stock Accountshall be issued to the Recipient:

 

(a)                                  Ina single distribution as soon as practicable after the end of the calendar yearin which the Recipient ceases to be a Director of Cascade; or

 

(b)                                 Ina series of substantially equal annual distributions over a period of not toexceed ten years beginning as soon as practicable after the end of the calendaryear in which the Recipient ceases to be a Director of Cascade, until allShares covered by the Deferred Stock Account have been distributed.

 

Eachelection by a Recipient as to the method of issuance of Shares from a DeferredStock Account shall be irrevocable as to Stock Awards deferred while suchelection is in effect.  A Recipient canamend such election, but only as to Stock Awards granted during Plan Yearscovered by the amended Deferral Election.

 

**7.5.****                            Deathof Recipient.**  In the event aRecipient dies prior to issuance of all Shares that have been credited to suchRecipient’s Deferred Stock Account, the remaining number of Shares in thedeferred Stock Account shall be issued to the estate of the Recipient as soonas practicable following the end of the calendar year in which such deathoccurs.

 

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**7.6.****                            FractionalShares.**  No fractional Shares shallbe issued under the Plan.  In the eventthat at the time of final distribution from a Recipient’s Deferred StockAccount there is a fractional Stock Unit credited to such account, Cascadeshall make a cash payment in lieu of such fractional Stock Unit to theRecipient based on the Fair Market Value of Shares on the business dayimmediately prior to such distribution date.

 

**7.7.****                            Rightsas Shareholder.**  Except as otherwiseexpressly provided in this Agreement, a Recipient shall have no voting or otherrights as a shareholder of Cascade on account of Stock Units credited to theRecipient’s Deferred Stock Account until stock certificates representing Shareshave been distributed to the Recipient.

 

# **ARTICLE 8.ADJUSTMENTS UPON CHANGES IN CAPITALIZATION**

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In the event of arecapitalization, stock split, stock dividend, combination of exchange ofShares, merger, consolidation, reorganization or liquidation, or any otherchange in the corporate structure or Shares of Cascade, the Board shall makesuch proportionate adjustments in the number and kind of Shares for whichAwards may be granted under the Plan and, with respect to Stock Units creditedto Deferred Stock Accounts, in the number and kind of Shares covered thereby,as the Board in its sole discretion may deem appropriate to give effect to suchchange in capitalization.

 

# **ARTICLE 9.DURATION, AMENDMENT AND TERMINATION**

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**9.1.****                            Duration.**  The Plan shall become effective on theEffective Date and shall continue until terminated by the Board.

 

**9.2.****                            Terminationand Amendment of the Plan.**  TheBoard may terminate the Plan at any time, provided, however, that any suchtermination shall not affect any Awards previously granted under the Plan(including Shares issuable with respect to Stock Units previously credited toDeferred Stock Accounts).  The Board mayalso make such modifications of the Plan as it shall deem advisable.

 

# **ARTICLE 10.MISCELLANEOUS**

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**10.1.****                     BoardMembership.**  Nothing in the Plan orin any Award granted pursuant to the Plan shall confer upon any Recipient anyright to continue as a Director of Cascade or to interfere in any way with theright of the shareholders of Cascade to remove a Director at any time.

 

**10.2.****                     RightsNontransferable.**  The rights of aDirector under the Plan, including the rights of a Recipient with respect tosuch Recipient’s Deferred Stock Account, may not be transferred, assigned,pledged, or hypothecated by the Director during his or her lifetime, whether byoperation of law or otherwise, or be made subject

 

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to execution, attachment, or similar process, and any attempt to do soshall be void and of no effect.

 

**10.3.****                     TaxReimbursement.**  Cascade shall havethe right, in connection with the grant of any Award on the issuance of Sharesfrom a Deferred Stock Account, to require the Recipient to pay to Cascade anamount sufficient to provide for any withholding tax liability imposed withrespect to such exercise.

 

**10.4.****                     SecuritiesLaws.**  Cascade shall not be requiredto distribute any Shares pursuant to the Plan until it shall have taken anyaction required to comply with the provisions of the Securities Act of 1933 orany other then applicable securities laws.

 

**10.5.****                     ApplicableLaw.**  To the extent that federallaws (such as the Code and the federal securities laws) do not otherwisecontrol, the Plan shall be governed and construed in all respects in accordancewith Washington law.

 

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**APPENDIX ADEFERRAL ELECTIONUnder TheCASCADE NATURAL GAS CORPORATION2000 DIRECTOR STOCK AWARD PLAN**

 

**1.****                                      Agreementto be Bound by the Plan.**  I havereceived a copy of the Cascade Natural Gas Corporation 2000 Stock Award Plan(the “Plan”), and I agree to be bound by the terms and conditions of the Plan.

 

**2.****                                      DeferralElection.**  I elect to havedistribution of all Stock Awards granted to me under the Plan during the PlanYears specified below deferred pursuant to Article 7 of the Plan.

 

**3.****                                      PlanYears Covered.**  The foregoingelection to defer distribution of Stock Awards shall be effective for:

 

[   ]                               CalendarYear 20      only.

 

[   ]                               CalendarYear 20      and subsequent calendar years until Iamend or terminate this election.

 

**4.****                                      Distribution.**  I elect to have all Stock Units credited tomy Deferred Stock Account under the Plan during the years covered by theforegoing election distributed to me:

 

[   ]                               Ina single distribution as soon as practicable following the calendar year inwhich I cease to be a Director of Cascade.

 

[   ]                               Ina series of                *substantially equal annual distributions commencing as soon as practicablefollowing the calendar year in which I cease to be a Director of Cascade.

 

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*                                         Specifya whole number of years from 2 to 10.

 
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|   |   | Director                                                                                                                                                                                                                 |

 

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Consentof Spouse

 

I herebyacknowledge that I am the spouse of the Director above and that I consentand agree to the terms and conditions of the Plan and the elections set forthabove.

 
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|                               | Spouse                                                                                                                                                                                     |
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| Receipt  Acknowledged and Approved |                                                                                                                                                                                       |
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| CASCADE  NATURAL GAS CORPORATION   |                                                                                                                                                                                       |
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**APPENDIX BAMENDMENT OR TERMINATION OF DEFERRAL ELECTIONUnder TheCASCADE NATURAL GAS CORPORATION2000 DIRECTOR STOCK AWARD PLAN**

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[   ]                               Termination of DeferralElection

 

I hereby terminatemy Deferral Election under the Cascade Natural Gas Corporation 2000 DirectorStock Award Plan (the “Plan”) for the calendar year beginning January 1,20     , and for subsequent calendar years unless Imade a new Deferral Election.  Iunderstand that Stock Units previously deferred under the Plan remain subjectto the terms of the Plan and my Deferral Election.

 

[   ]                               Amendmentof Deferral Election

 

I hereby amend myDeferral Election under the Plan in accordance with the new Deferral Electionattached hereto.  This amended DeferralElection shall be effective for the periods specified thereon.

 
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|   | Director                                                                                                                                                                                                                                               |

 

Consentof Spouse

 

I herebyacknowledge that I am the spouse of the Director above and that I consentand agree to the action taken above.

 
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|   | Spouse                                                                                                                                                                                                                                                 |

 

ReceiptAcknowledged and Approved

 

CASCADENATURAL GAS CORPORATION

 
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| Date |   |   |
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