THIRD AMENDMENT
TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this 25th day of March, 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 corpora-
tion" 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 30th day of April, 1997.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
S/ X. X. Xxxxxxx S/ Xxxxx X. Xxxxxx
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
S/ Xxxx XxxXxxxxx S/ Xxxxx X. Xxxxx VP
___________________________ By_________________________________
Its
2
STATE OF CONNECTICUT )
: ss. 1997
COUNTY OF )
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
