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


               The Connecticut Natural Gas Corporation Union 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
               subaccounts, 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

                                          2<PAGE>





               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."

               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 Fifth

          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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