FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT

TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into as of this 31st day of December 2008, by and between MICHAEL GERMAN (the "Executive") and CORNING NATURAL GAS CORPORATION, a New York corporation, having its principal place of business in Corning, New York (the "Company").

RECITALS:

1. 1. The Company and the Executive are parties to an Employment Agreement dated as of November 30, 2006 (the "Original Agreement").
   2. In order to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, the Company and the Executive desire to amend the Original Agreement as set forth in this Amendment (the Original Agreement as amended by this Amendment, the "Amended Agreement").

ACCORDINGLY, in consideration of the promises hereinafter set forth in this Amendment, the parties agree as follows:

1. 1. Changes to Section 2 of the Original Agreement . The Company and the Executive hereby agree that Section 2 of the Original Agreement is hereby amended as follows:

1. 1. 1. Section 2.1 is deleted in its entirety from the Original Agreement and is replaced in its entirety in the Amended Agreement by the following:

2.1       Salary . As basic compensation for the services to be rendered by the Executive to the Company during the Employment Period, the Company shall pay the Executive during the Employment Period a salary in the amount of One Hundred Fifty Thousand Dollars ($150,000.00) annually, payable in twenty-six (26) equal biweekly installments (the "Base Salary"), less such deductions and amounts to be withheld as may be required by applicable law and regulations. To ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, each as in effect from time to time (collectively, "Section 409A"), no payment under this Section 2.1 shall be made on a date later than the later of the fifteenth day of the third month following the end of the Executive's or the Company's first taxable year in which the amount was earned and accrued.

(b)        The following is added in its entirety as the last sentence of Section 2.2 of the Amended Agreement:

To ensure compliance with Section 409A, no bonus payment under this Section 2.2 shall be made on a date later than the later of the fifteenth day of the third month following the end of the Executive's or the Company's first taxable year in which the amount was earned and accrued.

1. 1. 1. The first sentence of Section 2.4 of the Original Agreement is deleted in its entirety and is replaced in its entirety in the Amended Agreement by the following:

The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all employee benefit plans, and all employee benefit arrangements (the "Welfare Benefits") and vacation policies made available by Company now or during the Employment Period to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement.

1. 1. 2. The following is added in its entirety as the last sentence of Section 2.5 of the Amended Agreement:

To ensure compliance with Section 409A, reimbursed expenses for any calendar year payable under this Section 2.5 shall be paid no later than March 15 of the calendar year following the calendar year in which those expenses were incurred by the Executive.

1. 1. Changes to Section 3 of the Original Agreement . The Company and the Executive hereby agree that Section 3 of the Original Agreement is hereby amended as follows:

1. 1. 1. The second sentence of Section 3.2 of the Original Agreement is deleted in its entirety and replaced in its entirety in the Amended Agreement by the following:

During the first 120 days of any such disability, Company shall pay to Executive his Base Salary, and Welfare Benefits until Executive's employment is terminated; provided, however, Executive's salary payments shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of the Company or under the Social Security disability insurance program.

1. 1. 2. The first sentence of Section 3.4 of the Original Agreement is redesignated as Section 3.4(a) of the Amended Agreement.
      3. The second sentence of Section 3.4 of the Original Agreement is deleted in its entirety from the Amended Agreement and replaced in its entirety with the following new Section 3.4(b) of the Amended Agreement:

a.        In the event that Executive elects to terminate this Agreement by resignation in accordance with this provision, Company may elect notwithstanding the effective date of such termination contained in Executive's resignation notice to make Executive's resignation effective on such earlier date, if any, as Company determines in its sole discretion, provided that notwithstanding such election and determination by Company, Company shall be obligated to pay Executive's Base Salary and Welfare Benefits due hereunder through a date not earlier than ninety (90) days after the date of Executive's resignation notice.

1. 1. Changes to Section 8 of the Original Agreement . The Company and the Executive hereby agree that Section 8 of the Original Agreement is hereby amended as follows:

1. 1. 1. Section 8.4 of the Original Agreement is deleted in its entirety and is replaced in its entirety in the Amended Agreement by the following.

8.4       Termination Pursuant to Section