FIFTH AMENDMENT TO THE
CONNECTICUT NATURAL GAS CORPORATION
OFFICERS' RETIREMENT PLAN AND DEFERRED
COMPENSATION PLAN TRUST AGREEMENT
This Agreement made this 26th day of February, 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 four times; and
WHEREAS, the Company intends to establish a separate trust agreement
for utilization in connection with the Connecticut Natural Gas Corporation
Deferred Compensation Plan; and
WHEREAS, the Company has not previously made contributions under this
trust agreement to assist it in meeting its obligations with respect to said
Deferred Compensation Plan; and
WHEREAS, the Company now wishes to provide that this Trust shall be
utilized solely in connection with the Connecticut Natural Gas Corporation
Officers' Retirement Plan, and not in connection with The Connecticut
Natural Gas Corporation Deferred Compensation Plan;
NOW, THEREFORE, the Company and the Trustee agree as follows:
1. The First Amendment to the Trust Agreement dated August 5, 1993,
be, and it hereby is, deleted in its entirety. The Trust Agreement is
hereby renamed The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement.
2. Any reference in the Trust Agreement or any amendments thereto to
the "Plans", including without limitation Sections 4.4 and 11.4 as set forth
in the Third Amendment dated September 12, 1995, be, and they hereby are,
deleted, and the term "Plan" substituted in lieu thereof.
3. Except as hereinabove modified and amended, the Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be
duly executed and their respective corporate seals to be hereunto affixed as
of the date first above written.
ATTEST CONNECTICUT NATURAL GAS
CORPORATION
S/ Xxxx Xxxx Xxxxxx S/ Xxxx X. XxXxxxxx
______________________________ By ________________________________________
Xxxx Xxxx Xxxxxx Its V P Human Resources
ATTEST FLEET NATIONAL BANK
S/ Xxxxx X. Xxxxxx S/ Xxxxxxx X. Parent
By
Its Vice President
STATE OF CONNECTICUT )
) ss. at Hartford February 26, 1999
COUNTY OF HARTFORD )
Personally appeared Xxxx X. XxXxxxxx of Connecticut Natural Gas
Corporation, signer of the foregoing instrument and acknowledged the same to
be his/her free act and deed as such Vice President Human Resources and the
free act and deed of said corporation before me.
S/ Xxxx Xxxx Xxxxxx
Notary Public
My commission expires: 3/31/99
2
STATE OF CONNECTICUT )
) ss. Hartford March 19, 1999
COUNTY OF HARTFORD )
Personally appeared Xxxxxxx X. Parent of Fleet National Bank, signer of
the foregoing instrument and acknowledged the same to be his/her free act
and deed as such Vice President and the free act and deed of said
corporation before me.
S/ Xxxxxxx X. Xxxxxxx
Notary Public
My commission expires: April 30, 1999
3
