EXHIBIT 3.120
THIRD AMENDMENT
TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this _____ day of ____________, 1997 by and between
Connecticut Natural Gas Corporation of Hartford, Connecticut ("CNG") and
Xxxxxx Fiduciary Trust Company, a Massachusetts trust company having its
principal office in Boston, Massachusetts ("Trustee");
W I T N E S S E T H :
WHEREAS, by Agreement dated September 28, 1995, CNG and Fleet Bank,
N.A. entered into the CNG Nonemployee Directors' Fee Plan Trust Agreement
(the "Agreement"); and
WHEREAS, Fleet Bank, N.A. has been removed as Trustee and Xxxxxx
Fiduciary Trust Company has been appointed successor Trustee and has
accepted said position of trust; and
WHEREAS, CNG and the Trustee wish to amend the Agreement in the
particulars set forth below; and
WHEREAS, the right to amend the Agreement has been reserved in
Paragraph 10.1 thereof; and
WHEREAS, the Agreement was previously amended by a First and Second
Amendment thereto;
NOW, THEREFORE, CNG and the Trustee hereby agreed to amend the
Agreement as follows:
1. Subparagraph (j) of Paragraph 5.2, as added by the Second
Amendment, is hereby amended by the deletion of the first sentence thereof
and the substitution of the following sentence in lieu thereof:
"The Trustee may invest in securities (including stock or rights
to acquire stock) or obligations issued by CTG Resources, Inc.,
including CTG Resources, Inc. common stock, as directed by CNG."
2. Section 11.1, defining the term "Change of Control, is amended by
the deletion of "CNG" wherever the same shall appear therein and the
substitution of "CTG Resources, Inc." in lieu thereof; and by the addition
of the words "or any related corporation" immediately preceding the words
"or such corporation" set forth in the parenthetical phrase in subsection
(iii)(2) thereof.
3. This amendment shall be effective upon or, in the case of part 2
hereof, following the effective date of the Agreement and Plan of Exchange,
pursuant to which the outstanding shares of CNG common stock will be
exchanged for shares of common stock of CTG Resources, Inc.
4. Except as hereinabove modified and amended, the Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed this ____ day of _______________, 1997.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By_________________________________
Its
STATE OF CONNECTICUT )
: ss. 1997
COUNTY OF )
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Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation as aforesaid,
signer of the foregoing instrument, and acknowledged the same to be ______
free act and deed as such _______________________ and the free act and deed
of said corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
________ OF ____________ )
: ss. 1997
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Xxxxxx Fiduciary Trust Company, as aforesaid,
signer of the foregoing instrument, and acknowledged the same to be ______
free act and deed as such _______________________ and the free act and deed
of said corporation, before me.
Notary Public
My Commission Expires:
3
