FIFTH 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 Fourth Amendment to the Plan is deleted.

               2    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 existing 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%.  Subject to the provisions of
               subparagraph (b)(7) below, 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<PAGE>





               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:

                              (1)  Effective March 1, 1996, the total
                    number of shares of CNG Common Stock in 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.  Such transfer shall not all occur
                    immediately, however.  Forty percent (40%) of the
                    amount to be transferred shall be transferred effective
                    March 1, 1996; thirty percent (30%) effective July 1,
                    1996; and thirty percent (30%) effective October 1,
                    1996.  These dates are referred to herein as "transfer
                    dates".  The amount of shares to be transferred for
                    1996 shall be fixed on March 1, 1996 and shall not
                    increase for any reason, such as (for example)
                    dividends on shares held in the Company Directed
                    Matching Contribution Account which are used to
                    purchase additional shares of CNG Common Stock. 
                    Furthermore, if a Participant receives a distribution
                    from his Company Directed Matching Contribution Account
                    during 1996 and subsequent to March 1, 1996, for
                    example due to termination of employment, it shall
                    reduce the total number of shares to be subsequently
                    transferred in 1996.

                              (2)  When shares are transferred, the
                    methodology for allocating those shares among
                    Participants shall be determined as follows.  As of
                    March 1, 1996, the total number of shares in the
                    Company Directed Matching Contribution Accounts
                    allocated to Participants at that time shall be
                    determined; and for each Participant, the number of
                    shares to be transferred to his Participant Directed
                    Matching Contribution Account for the year shall be
                    based upon his pro rata share of the shares of CNG
                    Common Stock held in the Company Directed Matching
                    Contribution Account and allocated to Plan Participants
                    at that time.  As indicated above, forty percent (40%)
                    thereof shall be transferred at that time; thirty
                    percent (30%) effective July 1, 1996; and thirty
                    percent (30%) effective October 1, 1996.  

                              (3)  Amounts transferred over to the
                    Participant Directed Matching Contribution Account are
                    transferred initially as CNG Common Stock.  Those
                    shares shall continue to be so invested unless the

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                    Participant affirmatively elects otherwise (as part of
                    the Participant's once per quarter election change with
                    respect to existing Accounts).

                              (4)  Effective January 1, 1997, the same
                    approach set forth in subparagraphs (1) through (3)
                    shall be taken, with one-third (1/3) of the total
                    number of shares of CNG Common Stock in all Company
                    Directed Matching Contribution Accounts PLUS all Paysop
                    Transfer Accounts at that time to be transferred and
                    allocated in accordance with the general approach
                    provided for in subparagraphs (1) through (3). 
                    However, the following differences shall exist:

                                   (A)  January 1, 1997 is substituted for
                         March 1, 1996;

                                   (B)  Subsequent transfer dates shall be
                         April 1, July 1 and October 1, rather than July 1
                         and October 1; and

                                   (C)  The transfers shall occur in equal
                         amounts of twenty-five percent (25%), rather than
                         in the forty percent (40%), thirty percent (30%),
                         and thirty percent (30%) increments.

                              (5)  Effective January 1, 1998, the same
                    approach set forth in subparagraph (4) shall be taken
                    with one-half (1/2) of the total number of shares of
                    CNG Common Stock in all Company Directed Matching
                    Contribution Accounts PLUS all Paysop Transfer Accounts
                    at that time to be transferred and allocated in
                    accordance with the approach provided for in
                    subparagraph (4), substituting 1998 for 1997.  However,
                    the amount to be transferred and allocated shall not
                    exceed the amount of shares of CNG Common Stock held in
                    the Company Directed Matching Contribution Account as
                    of January 1, 1998; and no amounts in the Paysop
                    Transfer Account shall be subject to investment
                    direction until January 1, 1999.  Nevertheless, if the
                    Committee determines that shares added to the Company
                    Directed Matching Contribution Account during 1998 for
                    any reason, such as (for example) reinvestment of
                    dividends, would be the only shares remaining in the
                    Company Directed Matching Contribution Account as of
                    December 31, 1998, the Committee may direct that all
                    remaining shares held under the Company Directed
                    Matching Contribution Account on October 1, 1998 be
                    transferred to the Participant Directed Matching
                    Contribution Account effective October 1, 1998.



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

                              (7)  Amounts transferred to a Participant
                    Directed Matching Contribution Account as CNG Common
                    Stock shall continue to be so invested unless the
                    Participant affirmatively elects otherwise (as part of
                    the Participant's once per quarter election change with
                    respect to existing Accounts).

                         (c)  Effective January 1, 1999, the total number
               of shares of CNG Common Stock in all Paysop Transfer
               Accounts shall be determined.  That amount will be
               transferred to a new Account, entitled the Participant
               Directed Paysop Transfer Account, as CNG Common Stock, in
               equal quarterly installments effective January 1, April 1,
               July 1 and October 1.  The same principles described above
               shall generally be followed.  However, effective October 1,
               1999, additional amounts added to the Paysop Transfer
               Account during 1999 for any reason, such as (for example)
               dividends on shares which are used to purchase additional
               shares of CNG Common Stock, shall also be transferred so
               that all shares will have been transferred by October 1,
               1999.  Amounts transferred to a Participant Directed Paysop
               Transfer Account as CNG Common Stock shall continue to be so
               invested unless the Participant affirmatively elects
               otherwise (as part of the Participant's once per quarter
               election change with respect to existing Accounts).

                         (d)  The Committee is authorized to adopt
               administrative rules and procedures to effectuate the intent
               of the provisions of this Section 7.09, including, without
               limitation, reasonable estimation of shares to be
               transferred and allocated, rounding of share amounts, and
               the like.  

                         (e)  It is recognized that sales of CNG Common
               Stock in order to effectuate investment directions shall be
               done as soon as is reasonably practicable by the Trustee,
               based upon market conditions and similar considerations.  

                         (f)  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.


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                         (g)  A Participant who would otherwise be
               prohibited from making an investment election due to having
               made an earlier investment change in 1996 (prior to March 1,
               1996) may nevertheless elect to make an investment
               direction, with respect to existing amounts to be held under
               his Participant Directed Matching Contribution Account,
               provided such election is effective during March, 1996."

               3.   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
               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."

               4.   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 Fifth

          Amendment this 27th day of February, 1996.

          ATTEST:                       CONNECTICUT NATURAL GAS CORPORATION



          Julie A. Beach                By:  R. L. Babcock
          --------------------------        -----------------------------
                                           Its  Vice President

















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