FIRST AMENDMENT TO THE
CONNECTICUT NATURAL GAS CORPORATION
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
THIS AMENDMENT is made and entered into this 27th day
of April, 1999, by and between CONNECTICUT NATURAL GAS
CORPORATION, a Connecticut corporation with its principal office
in Hartford, Connecticut (hereinafter referred to as "CNG") and
PUTNAM FIDUCIARY TRUST COMPANY (hereinafter referred to as the
"Trustee").
W I T N E S S E T H:
WHEREAS, by Agreement dated April 27, 1999 (the
"Agreement") CNG and the Trustee entered into an Agreement
entitled Connecticut Natural Gas Corporation Deferred
Compensation Plan Trust Agreement; and
WHEREAS, the parties reserved the right to amend the
Agreement in Section 12(a) thereof, subject to the conditions set
forth therein; and
WHEREAS, CNG wishes to amend the Agreement in the
particulars set forth below;
NOW, THEREFORE, the CNG and the Trustee agree as
follows effective as of March 1, 1999:
1. The last sentence of Section 1(e) of the Agreement
is deleted in its entirety and the following is inserted in lieu
thereof:
"Neither the Trustee nor any Plan participant shall
have a right to compel such additional amounts other
than amounts required under Section 14."
2. The phrase "Sections 5, 7, 8, 9, 10, 11 and 12" in
Section 1(g)(i) of the Agreement is deleted in its entirety and
the phrase "Sections 5, 7, 8, 9, 10, 11, 12 and 14" is inserted
in lieu thereof.
3. A new Section 14 is added to the Agreement after
Section 13 of the Agreement as follows:
"Section 14. Change of Control
(a) For purposes of this Agreement, a "Change of
Control" shall mean: (i) the acquisition by any
individual, entity or group (within the meaning of
Section 13(d) (3) or 14(d) (2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"))
(a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (1) the then outstanding
shares of common stock of CTG Resources, Inc. (the
"Company") (the "Outstanding Common Stock") or (2) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of
this subsection (i), the following acquisitions shall
not constitute a Change of Control: (1) any acquisition
directly from the Company, (2) any acquisition by the
Company, (3) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or
(4) any acquisition by any corporation pursuant to a
transaction which complies with clauses (1), (2) and
(3) of subsection (iii) of this Section 14(a); or (ii)
Individuals who, as of March 1, 1999, constitute the
Board of Directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board of Directors of the Company;
provided, however, that any individual becoming a
director subsequent to March 1, 1999 whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be
considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office
occurs as a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other
than the Board of Directors of the Company; or (iii)
Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a
"Business Combination"), in each case, unless,
immediately following such Business Combination, (1)
all or substantially all of the individuals and
entities who were the beneficial owners, respectively,
of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such Business
Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding
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shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a
corporation which as a result of such transaction owns
the Company or all or substantially all of the
Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business
Combination of the Outstanding Common Stock and
Outstanding Voting Securities, as the case may be, (2)
no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan
(or related trust) of the Company or any related
corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the
combined voting power of the then outstanding voting
securities of such corporation except to the extent
that such ownership existed prior to the Business
Combination, and (3) at least a majority of the members
of the board of directors of the corporation resulting
from such Business Combination were members of the
Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board of
Directors of the Company, providing for such Business
Combination; or (iv) Approval by the shareholders of
the Company of a complete liquidation or dissolution of
the Company."
(b) Notwithstanding any other provision of this
Agreement to the contrary, as soon as practicable following
a Change of Control, the Employer shall calculate the
maximum aggregate amount required under the Plan to satisfy
the liability to all Plan Participants (and beneficiaries)
who may be entitled to payments under the Plan as of the
Change of Control and shall calculate an estimate of the
expenses reasonably likely to be incurred by the Trust from
the date of calculation until the termination of the Trust
including the Trustee's fees. The aggregate of such amounts
for the Plan plus such additional amounts as the Employer
reasonably determines to be necessary to pay the anticipated
expenses of the Trust including the Trustee's fees is
hereinafter referred to as the "Maximum Amount Payable."
The Employer and other entities adopting the Trust shall
have the obligations to make contributions to the Trust and
shall make contributions to the Trust in cash, within three
business days of such calculation, in an amount equal to the
excess (the "Excess"), if any, of the Maximum Amount Payable
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over the then fair market value of the assets of the Trust.
As of each subsequent accounting and valuation under this
Agreement , the Employer shall make a similar calculation;
and if at any time following a Change of Control a valuation
of the assets of the Trust occurs pursuant to this
Agreement, and it is determined that an Excess shall exist,
the Employer and other entities adopting the Trust shall
within three days thereof contribute in cash such amount to
the Trust as is necessary to eliminate the Excess.
(c) The Board of Directors of the Employer and the
Chief Executive Officer of the Employer shall each have a
duty to inform the Trustee whenever a Change of Control has
occurred. If any two Plan participants notify the Trustee
in writing that a Change of Control has occurred, then
unless the Trustee receives written notice from the Employer
that, in the opinion of independent legal counsel to the
Employer (which opinion may be based on representations of
fact as long as counsel does not know that such
representation are untrue), such a Change of Control has not
occurred, a Change of Control will be deemed to have
occurred for purposes of this Agreement."
4. Except as herein above modified and amended, the
Agreement, as amended, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed and respective corporate seals to
be hereunto affixed as of the date first above written.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
S/ X.X. Xxxxxxx By S/ Xxxx X. XxXxxxxx
---------------------- -----------------------------------
Its Vice President, Human Resources
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
By
Its
STATE OF CONNECTICUT )
) SS.
COUNTY OF HARTFORD )
Personally appeared Xxxx XxXxxxxx, Vice President of
Connecticut Natural Gas Corporation, signer of the foregoing
instrument, and acknowledged the same to be his free act and deed
as such ___________________, and the free act and deed of said
corporation, before me.
Xxxxxx X. Xxxx
----------------------------------
Commissioner of the Superior Court
Notary Public
My Commission Expires: 2/28/2000
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COMMONWEALTH OF MASSACHUSETTS )
) SS.
COUNTY OF ________________________ )
Personally appeared __________________________,
_____________________ of Putnam Fiduciary Trust Company, signer
of the foregoing instrument, and acknowledged the same to be his
free act and deed as such ___________________, and the free act
and deed of said corporation, before me.
Notary Public
My Commission Expires:
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