FOURTH AMENDMENT TO
              CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN
                               (AS AMENDED AND RESTATED
                           EFFECTIVE AS OF JANUARY 1, 1989)



               The Connecticut Natural Gas Corporation Employee Savings

          Plan is hereby amended as follows:

               1.   The following new Section 7.09 is added to the Plan,
          effective March 1, 1996:

                    "7.09  (a)  Effective March 1, 1996, the Company
               Matching Account shall be divided into two separate
               sub-accounts, entitled the Company Directed Matching
               Contribution Account and the Participant Directed
               Matching Contribution Account.  Plan Participants
               (including terminated Participants, Retirees and
               Beneficiaries with Account balances under the Plan)
               shall be entitled to direct the investment of the
               Participant Directed Matching Contribution Account. 
               The investment options available with respect to the
               Participant Directed Matching Contribution Account
               shall include CNG Common Stock and the same other
               investments available to Participants with respect to
               other contributions under the Plan for which investment
               direction is available.  Participants shall have the
               option of reallocating the investment of the
               Participant Directed Matching Contribution Account once
               per quarter, at the same time as the option is
               exercised with respect to the other Accounts under the
               Plan for which the Participant has the ability to
               direct investments (i.e., the Pre-Tax Account, the
               Employee After-Tax Contribution Account, the IRA
               Account and the Rollover Account).  However, the
               Participant may elect separate investment allocation
               percentages for the Participant Directed Matching
               Contribution Account and for such other Accounts.  All
               investment elections shall be in increments of 5%. 
               Unless the Participant elects otherwise, his
               Participant Directed Matching Contribution Account
               shall continue to be invested in CNG Common Stock.

                         (b)  Periodically, a portion of a Participant's
               Company Directed Matching Contribution Account, all of which
               is invested in CNG Common Stock, will be transferred to the
               Participant Directed Matching Contribution Account as CNG
               Common Stock.  The portions of a Participant's Company
               Directed Matching Contribution Account which are to be
               transferred shall be determined as follows:<PAGE>





                              (1)  Effective March 1, 1996, the total value
                    of all Company Directed Matching Contribution Accounts
                    plus all Paysop Transfer Accounts shall be determined. 
                    One-fourth (1/4) of that amount will be transferred
                    from the Company Directed Matching Contribution
                    Accounts to the Participant Directed Matching
                    Contribution Accounts as CNG Common Stock, on a pro
                    rata basis based upon the size of the Participants'
                    Company Directed Matching Contributions Accounts at
                    that time.

                              (2)  Effective January 1, 1997, the same
                    approach set forth in subparagraph (1) shall be taken,
                    with one-third (1/3) of that amount to be transferred
                    and allocated in accordance with the approach provided
                    for in subparagraph (1).

                              (3)  Effective January 1, 1998, the same
                    approach set forth in subparagraph (1) shall be taken
                    with one-half (1/2) of that amount to be transferred
                    and allocated in accordance with the approach provided
                    for in subparagraph (1).

                              (4)  Effective January 1, 1999, all remaining
                    Company Directed Matching Contribution Accounts shall
                    be transferred to the Participant Directed Matching
                    Contribution Accounts.

                         (c)  Effective January 1, 1999, Participants shall
               also have the option of directing the investment of the
               Paysop Transfer Account.  Effective as of that date, the
               same investment election applicable with respect to the
               Participant Directed Matching Contribution Account shall
               apply with respect to the Paysop Transfer Account.

                         (d)  Effective March 1, 1996, future matching
               contributions made to the Plan will be accounted for under
               the Participant Directed Matching Contribution Account and
               shall be invested in the same manner as the Participant has
               directed with respect to future contributions made to other
               Accounts under the Plan, e.g., future contributions to the
               Pre-Tax Account and the Employee After-Tax Contribution
               Account."

               2.   The following three sentences are added to the end of

          paragraphs (a) of Section 10.03:

                    "Effective January 1, 1996, payments out of all
               Accounts under the Plan shall be made in shares of CNG
               common stock or cash, depending on the manner in which such
               amounts are invested.  A Participant or Beneficiary may

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               elect, however, to have such amounts converted to cash or
               CNG Common Stock, at market value, prior to such payment. 
               Any such election must be made prior to the date for which
               distribution is to be made."

               3.   Except as hereinabove modified and amended, the Amended

          and Restated Plan shall remain in full force and effect.

               IN WITNESS WHEREOF, the Company hereby executes this Fourth

          Amendment this 19th day of December, 1995.

          ATTEST:                       CONNECTICUT NATURAL GAS CORPORATION



          Mark Dudzik                   By: R. L. Babcock
          --------------------------        ------------------------------
                                           Its  Vice President

































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