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EXHIBIT 99.3
EXHIBIT D.
Second Amendment to Agreement Pursuant to Rule 45 (c)
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Under the Public Utility Holding Company Act of 1935
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WHEREAS, Consolidated Natural Gas Company (hereinafter referred to as "Parent"),
a corporation organized and existing under the laws of the State of Delaware,
and its wholly owned subsidiary corporations whose names and respective states
of incorporation are listed below, i.e.:
Name of Subsidiary State of Incorporation
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Consolidated Natural Gas Service Co., Inc. Delaware
CNG Transmission Corporation Delaware
CNG Iroquois, Inc., a wholly-owned subsidiary of CNG Delaware
Transmission Corporation
The East Ohio Gas Company Ohio
The Peoples Natural Gas Company Pennsylvania
Virginia Natural Gas, Inc. Virginia
Hope Gas, Inc. West Virginia
CNG Producing Company Delaware
CNG Pipeline Company, a wholly-owned subsidiary of CNG Texas
Producing Company
CNG Energy Services Corporation Delaware
CNG Oil Gathering Corporation, a wholly-owned subsidiary Delaware
of CNG Energy Services Corporation
CNG Main Pass Gas Gathering Corporation, a wholly-owned Delaware
subsidiary of CNG Energy Services Corporation
CNG Storage Service Company, a wholly-owned subsidiary of Delaware
CNG Energy Services Corporation
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Name of Subsidiary State of Incorporation
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CNG Power Company, a wholly-owned subsidiary of CNG Delaware
Energy Services Corporation
CNG Kauai, Inc., a wholly-owned subsidiary of CNG Power Delaware
Company
Granite Road Cogen, Inc., a wholly-owned subsidiary of Texas
CNG Power Company
CNG Market Center Services, Inc., a wholly-owned Delaware
subsidiary of CNG Power Company
CNG Bear Mountain, Inc., a wholly-owned subsidiary of CNG Delaware
Power Company
CNG Retail Services Corporation, a wholly-owned Delaware
subsidiary of CNG Energy Services Corporation
CNG Products and Services, Inc., a wholly-owned Delaware
subsidiary of CNG Energy Services Corporation
CNG Technologies, Inc., a wholly-owned subsidiary of Delaware
CNG Products and Services, Inc.
CNG Power Services Corporation Delaware
CNG Lakewood, Inc., a wholly-owned subsidiary of CNG Delaware
Power Services Corporation
Consolidated System LNG Company Delaware
CNG Research Company Delaware
CNG Coal Company Delaware
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Name of Subsidiary State of Incorporation
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CNG Financial Services, Inc. Delaware
CNG International Corporation Delaware
CNG Telecom, Inc. Delaware
have entered into an Agreement dated December 31, 1994 for the allocation of
current federal income taxes; and
WHEREAS, Parent and its subsidiaries (hereinafter collectively referred
to as the "Companies") are desirous of amending the agreement for the purpose of
giving recognition to ownership changes of certain subsidiaries within the
consolidated group as a result of the partial liquidation and sale of the stock
of one of the subsidiaries and a change in the name of one of the subsidiaries.
NOW, THEREFORE, the Companies, for the mutual benefit and valuable
considerations, do hereby covenant and agree with one another that, pursuant to
paragraph IV of the Agreement, it shall be amended as follows:
First: CNG Main Pass Gas Gathering Corporation and CNG Oil Gathering
Corporation, both incorporated in the State of Delaware on
July 21, 1995, CNG Products and Services, Inc., incorporated
in the state of Delaware on August 28, 1995, CNG Retail
Services Corporation, incorporated in the state of Delaware on
January 30, 1997, CNG Power Company, incorporated in the state
of Delaware on October 26, 1981, CNG Storage Services Company,
incorporated in the state of Delaware on July 19, 1977, all
wholly-owned subsidiaries of CNG Energy Services Corporation,
became wholly-owned subsidiaries of the Parent as a result of
a liquidation distribution made on July 30, 1998.
Second: CNG Storage Services Company was renamed as CNG Field Services
Company on September 28, 1998.
Third: The stock of CNG Energy Services Corporation, formerly a
wholly-owned subsidiary of the Parent, was sold to Sempra
Energy Trading Corporation, an outside party, effective July
1, 1998. As a result of this transaction, CNG Energy Services
Corporation is no longer a party to the Agreement, effective
as of that date.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
agreement to be executed in its name and on its behalf by one of its officers
duly authorized, and its corporate seal to be affixed hereto by its Secretary or
one of its Assistant Secretaries as of the 16th day of April 1999 to be
effective as of December 31, 1998.
ATTEST: Consolidated Natural Gas Company
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: Consolidated Natural Gas Service Co., Inc.
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: The Peoples Natural Gas Company
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Kauai, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
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ATTEST: CNG Power Company
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: Granite Road Cogen, Inc.
/s/ Secretary /s/ Assistant Treasurer
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Secretary Assistant Treasurer
ATTEST: CNG Market Center Services, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Bear Mountain, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
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ATTEST: CNG Retail Services Corporation
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Products and Services, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Technologies, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Power Services Corporation
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Lakewood, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Research Company
/s/ Secretary /s/ Assistant Treasurer, Finance
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Secretary Assistant Treasurer, Finance
ATTEST: CNG Financial Services, Inc.
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: CNG Telecom, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
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ATTEST: CNG Transmission Corporation
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: CNG Iroquois, Inc.
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: Hope Gas, Inc.
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Field Services Company
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: Consolidated System LNG Company
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: The East Ohio Gas Company
/s/ Assistant Secretary /s/ Vice President, Treasurer, and Secretary
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Assistant Secretary Vice President, Treasurer, and Secretary
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ATTEST: Virginia Natural Gas, Inc.
/s/ Secretary /s/ Controller and Treasurer
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Secretary Controller and Treasurer
ATTEST: CNG Producing Company
/s/ Secretary /s/ Senior Vice President and Chief Executive Officer
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Secretary Senior Vice President and Chief Executive Officer
ATTEST: CNG Pipeline Company
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: CNG Oil Gathering Corporation
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Main Pass Gas Gathering Corporation
/s/ Secretary /s/ Treasurer
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Secretary Treasurer
ATTEST: CNG Coal Company
/s/ Secretary /s/ Vice President and Treasurer
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Secretary Vice President and Treasurer
ATTEST: CNG International Corporation
/s/ Secretary /s/ Vice President, Treasurer, and Controller
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Secretary Vice President, Treasurer, and Controller
