FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN CORNING NATURAL GAS CORPORATION AND KENNETH J. ROBINSON

Exhibit 10.4

FIRST AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
BETWEEN
CORNING NATURAL GAS CORPORATION
AND
XXXXXXX X. XXXXXXXX

THIS FIRST AMENDMENT, effective this 2nd day of May, 2006, by and between Corning Natural Gas Corporation, a New York Corporation (the “Company”) and Xxxxxxx X. Xxxxxxxx (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive previously entered into that certain Amended and Restated Employment Agreement effective December 14, 2000 (the “Amended and Restated Employment Agreement”); and

WHEREAS, the Executive and the Company desire to amend the Amended and Restated Employment Agreement to provide for a cap, such that the “total payments”, as described in paragraph 22, below, to the Executive shall never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code.

NOW THEREFORE, it is hereby agreed by and between the parties hereto as follows:

1.    New paragraph 22 is added to the Amended and Restated Employment Agreement to read in its entirety as follows:

“22. Cap on Payments.  If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute “parachute payments” as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the total amount of payments to the Executive shall be reduced to the extent necessary so that no excise tax would be imposed on any of the payments (the “Cap”).  It is intended hereby that the total amount of payments to the Executive would never equal or exceed three times the Executive’s “base amount” as defined in Section 280G of the Code and to the extent they could, said payments shall be cut back to meet the Cap.  For purposes of this paragraph 22, “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a regionally recognized accounting firm, or a compensation consultant with a regionally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.”

2.             This First Amendment shall not be effective in the event that (i) the pending acquisition of the Company by C&T is not consummated or (ii) the Executive after having made a financial analysis of the impact of this First Amendment determines, in his sole discretion, not to proceed under this First Amendment.

3.             Except as provided above, the provisions of the Amended and Restated Employment Agreement remain in full force and effect and are incorporated herein by reference.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed by its officer thereunto duly authorized, and the Executive has signed this First Amendment, all effective as of the date first above written.

Witness:		Corning Natural Gas Corporation:
/s/ Xxxxxxx X. Sleve		By:	/s/ Xxxxxx X. Xxxxx
		Title:	President & CEO
Witness:		Executive:
/s/ Xxxxxxx X. Sleve		/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx

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