FIRST AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
DEFERRED COMPENSATION PLAN
TRUST AGREEMENT
This Agreement made this 1st day of March, 1999, by and between
Connecticut Natural Gas Corporation (the "Employer") and Xxxxxx Fiduciary
Trust Company (the "Trustee"),
W I T N E S S E T H:
WHEREAS, by Agreement dated March 1, 1999, the Employer and the Trustee
entered into the Connecticut Natural Gas Corporation Deferred Compensation
Plan Trust Agreement (the "Agreement"); and
WHEREAS, the Employer and the Trustee reserved the right to amend the
Agreement; and
WHEREAS, the Employer wishes to amend the Agreement in the particulars
set forth below;
NOW, THEREFORE, the Employer and the Trustee agree to amend the
Agreement as follows:
1. The following new Section 15 is added to the Agreement:
"SECTION 15 CHANGE OF CONTROL
(a) The following provisions shall apply in the event of a
"Change of Control" of CTG Resources, Inc.
(b) As used herein, the term "Change of Control" shall have the
same meaning as is set forth in Section 2.3 of the Connecticut Natural
Gas Corporation Deferred Compensation Plan. A copy thereof is attached
hereto as Exhibit A.
(c) Notwithstanding any other provision of this Agreement to the
contrary, as soon as practicable following a Change of Control, the
Employer shall calculate the maximum aggregate amount required under
the Plan to satisfy the liability to all Participants (and
beneficiaries) who may be entitled to payments under the Plan (under
all provisions of the Plan, including Accounts A and B) as of the
Change of Control and shall calculate an estimate of the expenses
reasonably likely to be incurred by the Trust from the date of
calculation until the termination of the Trust including the Trustee's
fees. Any such calculation shall be based upon the recommendations of
an independent actuary hired by the Employer utilizing reasonable
actuarial assumptions. The aggregate of such amounts for the Plan plus
such additional amount as the Employer reasonably determines to be
necessary to pay the anticipated expenses of the Trust including the
Trustee's fees is hereinafter referred to as the "Maximum Amount
Payable." The independent actuary shall promptly furnish such
calculation to the Employer, and the Employer shall have the obligation
to make contributions to the Trust and shall make contributions to the
Trust in cash, within three business days of the receipt of such
calculation, in an amount equal to the excess (the "Excess"), if any,
of the Maximum Amount Payable over the then fair market value of the
Trust Assets. As of each subsequent valuation in accordance with
Section 7 hereof, the independent actuary hired by the Employer shall
make a similar calculation; and if at any time following a Change of
Control a valuation of the Trust Assets occurs pursuant to this
Agreement, and it is determined by the independent actuary that an
Excess shall exist, the Employer shall within three days of notice
thereof contribute in cash such amount to the Trust as is necessary to
eliminate the Excess.
(d) The Board of Directors of the Employer and the Chief
Executive Officer of the Employer shall each have a duty to inform the
Trustee whenever a Change of Control has occurred. If any two
Participants notify the Trustee in writing that a Change of Control has
occurred, then unless the Trustee receives written notice from the
Employer that, in the opinion of independent legal counsel to the
Employer (which opinion may be based on representations of fact as long
as counsel does not know that such representations are untrue), such a
Change of Control has not occurred, a Change of Control will be deemed
to have occurred for purposes of this Agreement."
2. 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 First Amendment to be
duly executed and their respective corporate seals to be hereunto affixed as
of the date first above written.
CONNECTICUT NATURAL GAS
CORPORATION
By
Title
XXXXXX FIDUCIARY TRUST COMPANY
By
Title
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EXHIBIT A
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2.3. "Change of Control" shall mean (i) the acquisition by any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-
3 promulgated under the Exchange Act) of 20% or more of either 1) the then
outstanding shares of common stock of CTG (the "Outstanding Common Stock")
or 2) the combined voting power of the then outstanding voting securities of
CTG entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"); provided, however, that for purposes of
this subsection (i), the following acquisitions shall not constitute a
Change of Control: 1) any acquisition directly from CTG, 2) any acquisition
by CTG, 3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by CTG or any corporation controlled by CTG or 4)
any acquisition by any corporation pursuant to a transaction which complies
with clauses 1), 2) and 3) of subsection (iii) of this Section 2.3; or (ii)
Individuals who, as of the date hereof, constitute the Board of CTG (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board of CTG; provided, however that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
CTG's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation
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of proxies or consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of CTG (a
"Business Combination"), in each case, unless, following such Business
Combination, 1) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Common Stock
and Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns CTG or
all or substantially all of CTG's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the outstanding Common
Stock and outstanding Voting Securities, as the case may be 2) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of CTG or any related corporation
or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and 3) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent Board
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at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or (iv) Approval by the
shareholders of CTG of a complete liquidation or dissolution of CTG.
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