Amendment to the Restricted Stock Plan for Outside Directors
The Amended and Restated Restricted Stock Plan for Outside Directors of RGC Resources, Inc. (the "Plan"), is amended to add a new Section 2(m) to read as follows, with the subsequent definitions in Section 2 being re-lettered accordingly:
Family Trust means a trust for which the applicable Participant serves as a trustee and which is for the benefit of family members of the Participant.
Section 2(o) [formerly 2(n)] of the Plan is amended to read as follows:
Participant means a Member during the Plan Year (including any Family Trust to which Restricted Stock is transferred by him or her in accordance with Section 6 of this Plan).
Section 6 of the Plan is amended to add the following sentence at the end:
Notwithstanding the foregoing, a Participant may transfer Restricted Stock to a Family Trust.
This Amendment was adopted by the Board of Directors on March 28, 2016.
/s/ Paul W. Nester
Paul W. Nester