FIRST AMENDMENT TO ENERGY WEST INCORPORATED 2002 STOCK OPTION PLAN

Exhibit 10.8

FIRST AMENDMENT
TO ENERGY WEST INCORPORATED
2002 STOCK OPTION PLAN

ENERGY WEST INCORPORATED (the “Company”), having adopted the 2002 Stock Option Plan (the “Original Plan”) effective as of October 4, 2002, hereby amends the Original Plan in accordance with this First Amendment to Energy West Incorporated 2002 Stock Option Plan, effective as of December 31, 2008 (the “Amendment,” and together with the Original Plan, the “Amended Plan”), as follows:

1.  Addition of New Section 1.2 to the Amended Plan . The Company hereby adds Section 1.2 to the Amended Plan in its entirety as follows:

2.  Changes to Section 2 of the Original Plan . The Company hereby amends Section 2 of the Original Plan as follows:

2.14 “Fair Market Value” means, as of any given date, the value of a Share determined as follows (in order of applicability): (i) if on the Grant Date or other determination date the Share is listed on an established national or regional stock exchange, is admitted to quotation on The NASDAQ Stock Market, Inc. or is publicly traded on an established securities market, the Fair Market Value of a Share shall be the closing price of the Share on that exchange or in that market (if there is more than one such exchange or market the Committee shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on that trading day) or, (ii) if no sale of Shares is reported for that trading day, on the next preceding day on which any sale has been reported. If the Share is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Share as determined by the determined by such methods or procedures as shall be established from time to time by the Committee in good faith in a manner consistent with Section 409A.

The Grant Date of an Award shall not be earlier than the date the Award is approved by the Committee.

2.17 “Grandfathered Awards” means all Awards made under the Plan which were earned and vested on or before December 31, 2004. Grandfathered Awards are subject to the provisions of Section 1.2 above.To ensure compliance with Section 409A, any bonus payment payable under this Section 3(b) shall be paid no later than March 15 of the calendar year following the calendar year in which the amount was earned and accrued.

“Section 409A” means Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretive guidance issued thereunder.

3.  Change to Section 4.2 of the Original Plan . The Company hereby amends Section 4.2 of the Original Plan by adding the following in its entirety as the last sentence of Section 4.2 in the Amended Plan:

Notwithstanding the foregoing, no amendment or modification shall be made under Section 4.2(d) which will result in an Award becoming subject to the terms and conditions of Section 409A or otherwise constitute an impermissible acceleration, unless agreed upon by the Committee and the Participant.

4.  Change to Section 5.3 of the Original Plan . The Company hereby amends Section 5.3 of the Original Plan by adding the following in its entirety as the last sentence of Section 5.3 in the Amended Plan:

Notwithstanding the foregoing, no adjustment shall be made which will result in an Award becoming subject to the terms and conditions of Section 409A or otherwise constitute an impermissible acceleration, unless agreed upon by the Committee and the Participant.

5.  Changes to Section 6 of the Original Plan . The Company hereby amends Section 6 of the Original Plan as follows:

If such substitute Options are granted, the Committee, consistent with Section 424(a) of the Code and Section 409A, may determine that such substitute Options shall have an exercise price less than