SIXTH AMENDMENT TO THE
CONNECTICUT NATURAL GAS CORPORATION
OFFICERS RETIREMENT PLAN
TRUST AGREEMENT
This Agreement made this 27th day of April, 1999, by
and between the Connecticut Natural Gas Corporation, a
Connecticut corporation with its principal place of office in
Hartford, Connecticut (hereinafter referred to as the "Company"),
and Fleet National Bank, a bank with trust powers having a
principal place of business in Hartford, Connecticut (hereinafter
referred to as the "Trustee"),
W I T N E S S E T H
WHEREAS, by Agreement dated January 9, 1989 (the
"Agreement"), the Company and The Connecticut Bank & Trust
Company, N.A. entered into an Agreement entitled "The Connecticut
Natural Gas Corporation Officers Retirement Plan Trust
Agreement"; and
WHEREAS, Fleet National Bank has succeeded to the trust
business of the Connecticut Bank & Trust Company, N.A., and is
currently serving as trustee; and
WHEREAS, the parties reserve the right to amend the
Agreement in Article X, Section 10.1 thereof, subject to the
conditions set forth therein; and
WHEREAS, the Agreement has previously been amended five
times; and
WHEREAS, the Company wishes to amend the Agreement in
the particulars set forth below;
NOW, THEREFORE, the Company and the Trustee agree as
follows;
1. By adding a new Section 1.4 to the Agreement, as
heretofore amended, after Section 1.3 thereof as follows:
"1.4 This Trust may be adopted by affiliates
of the Company, in order to satisfy their
obligations under the Plan, with the knowledge and
consent of the Company. Such adoption shall be
accomplished by signing an instrument becoming a
party to the Agreement. In the event that one or
more affiliated employers adopts the Trust, the
following rules shall apply notwithstanding
anything to the Trust to the contrary:
(a) The powers and obligations reserved for
the "Company" under Sections 3.1, 3.2, Article IV
(other than the last two sentences of Section
4.4), Articles V, VI, VII, VIII, X, XI (other than
Section 11.3), and XII shall remain exclusively
vested in the entity first named above, i.e.
Connecticut Natural Gas Corporation.
(b) For purposes of Article II, Sections 3.3
and 3.4, the last two sentences of Section 4.4 to
the extent attributable to its participants and
beneficiaries, Article IX, and Section 11.3,
"Company" shall mean, with respect to each
separate adopting entity, only that entity.
Without limiting the foregoing, the provisions of
Article II shall apply separately to each such
entity and the participants and beneficiaries
thereof, and the assets attributable to an
adopting entity's contributions shall be subject
to the claims of only that entity's general
creditors, regardless of the solvency or
obligations of any other adopting entity.
(c) A separate adopting entity other than
Connecticut Natural Gas Corporation may terminate
its participation in the Trust, subject to Article
IX, by written notice to the Trustee and to
Connecticut Natural Gas Corporation.
(d) The Trustee shall maintain a separate
account reflecting the equitable share of the
Company and each other adopting entity in the
Fund."
IN WITNESS WHEREOF, the parties have caused this Sixth
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed as of the date first shown above
written.
ATTEST CONNECTICUT NATURAL GAS CORPORATION
S/ X.X. Xxxxxxx By S/ Xxxx X. XxXxxxxx
------------------------ -----------------------------------
Its Vice President, Human Resources
ATTEST FLEET NATIONAL BANK
By
Its
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STATE OF CONNECTICUT )
) ss
COUNTY OF HARTFORD )
Personally appeared XXXX XxXXXXXX of Connecticut
Natural Gas Corporation, signer of the foregoing instrument and
acknowledge the same to be his/her free act and deed as such
___________________ and the free act and deed of said corporation
before me.
S/ Xxxxxx X. Xxxx
----------------------------------
Notary Public
My commission expires: 2/28/2000
STATE OF CONNECTICUT )
) ss
COUNTY OF HARTFORD )
Personally appeared ________________ of Fleet National
Bank, signer of the foregoing instrument and acknowledge the same
to be his/her 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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