This First Amendment to the 2000 Director Stock Award Plan (First Amendment) is dated February 17, 2006, and amends that certain 2000 Director Stock Award Plan (the Plan) of Cascade Natural Gas Corporation (the Corporation). Capitalized terms not otherwise defined in this First Amendment shall have the meanings set forth in the Plan.
Pursuant to its authority under Section 9.2 of the Plan, the Board of Directors of the Corporation hereby amends the Plan as follows:
1. Grant of Stock Awards. Section 6.1 of the Plan is amended in its entirety to read as follows:
6.1 Grant of Stock Awards. As of each April 24 in 2000 and subsequent years, Cascade automatically shall grant to each person who served as a Director during the period since the preceding April 24 a Stock Award. The Stock Award to be granted in the years 2000 - 2005 shall be 500 Shares. The Stock Award to be granted in 2006 and subsequent years shall be 1,000 Shares. The number of Shares granted each year shall be subject to any adjustment required or permitted pursuant to Article 8. Each such grant shall occur automatically during the term of this Plan without further action of the Board.