FOURTH AMENDMENT TO
THE CONNECTICUT NATURAL GAS CORPORATION
OFFICERS RETIREMENT PLAN AND
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
THIS AMENDMENT is made and entered into this 25th day of
March, 1997, by and between CONNECTICUT NATURAL GAS CORPORATION,
a Connecticut corporation with its principal 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 "Agree-
ment"), the Company and The Connecticut Bank and 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 and Trust Company, N.A., and is
currently serving as Trustee; and
WHEREAS, the parties entered into a First Amendment to the
Agreement dated August 5, 1993 which, among other things, renamed
the Agreement; and
WHEREAS, the parties entered into a Second Amendment to the
Agreement dated February 17, 1995; and
WHEREAS, the parties entered into a Third Amendment to the
Agreement dated September 12, 1995; and
WHEREAS, the parties reserved the right to amend the
Agreement in Article X, Section 10.1 thereof, subject to the
conditions set forth therein; 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. Section 13.1, relating to "Change of Control," as added
by the Third Amendment, is amended by the addition of the words
"or any related corporation" after the words "of the Company" set
forth in the parenthetical phrase in subsection (iii)(2) thereof;
and by the addition of the following two sentences at the end
thereof:
"As used in this Section 13.1, the term 'Company' shall
mean CTG Resources, Inc. It is intended that following
the Agreement and Plan of Exchange referenced in part 2
of this Amendment, 'Change of Control' shall be
determined with reference to CTG Resources, Inc."
2. This amendment shall be effective 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.
Nevertheless, Connecticut Natural Gas Corporation shall continue
to be the Company sponsoring and maintaining the Plan.
3. Except as hereinabove 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 Fourth
Amendment to be duly executed and the respective corporate seals
to be hereunto affixed as of the date first above written.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
S/ X. X. Xxxxxxx S/ Xxxxx X. Xxxxxx
____________________________ By_______________________________
Its
ATTEST: FLEET NATIONAL BANK
S/ Xxxxx X. Xxxx, AVP S/ Xxxxxxx X. Parent
____________________________ By______________________________
Its Vice President
STATE OF CONNECTICUT )
) ss. April 30, 1997
COUNTY OF HARTFORD )
Personally appeared Xxxxx X. Xxxxxx,
-----------------------------------
Executive V.P. of Connecticut Natural Gas Corporation,
---------------------
signer of the foregoing instrument, and acknowledged the same to
be his free act and deed as such Executive V.P. , and the
-----------------------
free act and deed of said corporation, before me.
S/ X. X. Xxxxxxx
________________________________
Commissioner of the Superior Court
3
STATE OF CONNECTICUT )
) ss. May 29, 1997
COUNTY OF HARTFORD )
Personally appeared Xxxxxxx X. Parent ,
------------------------------------
Vice President of Fleet National Bank, signer of the
---------------------------
foregoing instrument, and acknowledged the same to be his free
act and deed as such Vice President , and the free act and
----------------------
deed of said corporation, before me.
S/ Xxxxxxx X. Xxxxxxx
________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
Xxxxxxx X. Xxxxxxx
Notary Public
My Commission Expires Apr. 30, 1999
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