FIRST AMENDMENT TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this 1st day of October, 1996 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, CNG wishes to amend the Agreement in the
particulars set forth below; 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, the right to amend the Agreement has been reserved
in Paragraph 10.1 thereof;
NOW, THEREFORE, CNG and the Trustee hereby agreed to amend
the Agreement as follows:
1. The following new subparagraph (p) is added to
Paragraph 5.2:
"(p) The Trustee may invest in securities (including
stock or rights to acquire stock) or obligations issued by
CNG, including CNG Common Stock. All rights associated with
assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be
exercisable by or rest with Plan Participants. CNG shall
have the right at any time, and from time to time in its
sole discretion, to substitute assets of equal fair market
value for any asset held by the Trust. This right referred
to in the preceding sentence is exercisable by CNG in a non-
fiduciary capacity without the approval or consent of any
person in a fiduciary capacity."
2. Except as hereinabove modified and amended, the
Agreement shall remain in full force and effect.
3. This amendment is effective October 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed this ____ day of _______________,
1996.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By_________________________________
Its
STATE OF CONNECTICUT )
: ss. 1996
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:
2
________ OF ____________ )
: ss. 1996
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.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
3
