FIRST AMENDMENT TO
                          AGREEMENT AND DECLARATION OF TRUST
                         CONNECTICUT NATURAL GAS CORPORATION
                             UNION EMPLOYEE BENEFIT TRUST
           
           
               THIS AMENDMENT is made and entered into this 24th day of
          January, 1995 by and between CONNECTICUT NATURAL GAS CORPORATION,
          a Connecticut corporation with its principal office in Hartford,
          Connecticut (hereinafter referred to as the "Grantor") and FLEET
          BANK, N.A., 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 December 2, 1993 (the
          "Agreement"), the Grantor and the Trustee entered into a certain
          Agreement and Declaration of Trust known as the Connecticut
          Natural Gas Corporation Union Employee Benefit Trust; and
           
               WHEREAS, the parties reserved the right to amend the
          Agreement in Section 8.7 thereof; and
           
               WHEREAS, the Grantor and the Trustee wish to amend the
          Agreement in the particulars set forth below; 
           
               NOW, THEREFORE, the Grantor and the Trustee agree as
          follows:
           
               1.   The following new paragraph (p) is added to Article II,
          Section 2.7 of the Agreement:
           
                    "(p)  In addition to the powers and authority set
               forth elsewhere in this Agreement, the Trustee is
               authorized to invest and reinvest all or a portion of
               the Fund in shares of any open-ended investment fund or
               company, including, but not limited to, any such fund
               or company which is managed by an affiliate of the
               Trustee.  The Grantor acknowledges the receipt of a
               prospectus describing the investment portfolios
               established pursuant to a Declaration of Trust under
               the name "Galaxy Fund" ("Galaxy").  Based upon this
               prospectus, the Grantor consents to the investment of
               Fund assets in Galaxy under those circumstances under
               which the Trustee would otherwise, in the exercise of
               its discretion (including the investment objectives
               which the Grantor has established for the Fund), invest
               assets in investments similar or comparable to those
               represented by Galaxy.  The Grantor may revoke this
               consent by written notice to the Trustee.  The Grantor
               understands that Galaxy is advised by Fleet Investment
               Advisors, Inc., an affiliate of the Trustee, which<PAGE>





               receives a management fee therefore as disclosed in the
               prospectus.  Where the Trustee has investment authority
               and responsibility, either a) the Fund's pro rata share
               of any investment advisory fees paid to Fleet
               Investment Advisors, Inc. by Galaxy shall be rebated to
               the Fund, or b) the fees paid by the Fund to the
               Trustee shall be reduced by an amount equal to any
               investment advisory fees which have been paid by the
               Fund by virtue of its participation in Galaxy."
           
               IN WITNESS WHEREOF, the Grantor and the Trustee have caused
          their corporate hands and seals to be hereunto affixed as of the
          date first above written.
           
          Attest:                       CONNECTICUT NATURAL GAS
                                           CORPORATION
           
           
          Mark Dudzik                   By Frank H. Livingston
          --------------------------        ---------------------------
                                          Its Vice President


          Attest:                       FLEET BANK, N.A.


          Charles J. Arntsen            By  William B. Parent
          --------------------------        ----------------------------
                                          Its Vice President
























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