SECOND AMENDMENT
                                          TO
                 CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT


               This Agreement made this 1st day of October, 1996 by and

          between Connecticut Natural Gas Corporation of Hartford,

          Connecticut ("CNG") and Putnam Fiduciary Trust Company, a

          Massachusetts trust company having its principal office in

          Boston, Massachusetts ("Trustee"); 



                                W I T N E S S E T H :



               WHEREAS, by Agreement dated September 28, 1995, CNG and

          Fleet Bank, N.A. entered into the CNG Nonemployee Directors' Fee

          Plan Trust Agreement (the "Agreement"); and

               WHEREAS, Fleet Bank, N.A. has been removed as Trustee and

          Putnam Fiduciary Trust Company has been appointed successor

          Trustee and has accepted said position of trust; and

               WHEREAS, CNG and the Trustee wish to amend the Agreement in

          the particulars set forth below; and 

               WHEREAS, the right to amend the Agreement has been reserved

          in Paragraph 10.1 thereof; and

               WHEREAS, the Agreement was previously amended by a First

          Amendment thereto;

               NOW, THEREFORE, CNG and the Trustee hereby agreed to amend

          the Agreement as follows:<PAGE>




               1.   The following sentence is added to Section 1.1 at the

          end thereof:

                    "The appointment of Putnam Fiduciary Trust Company as
               Trustee is effective October 1, 1996."

               2.   Section 2.1 is amended to read as follows:

                    "2.1  The Trustee shall maintain records relating to
               the Fund and its investment, and shall also maintain
               Participant records contemplated by the Plan if CNG and the
               Trustee so agree.  If the Trustee maintains such Participant
               records, they shall be made available promptly upon request
               to CNG.  CNG shall also perform such other duties and
               responsibilities as CNG determines are necessary or
               advisable to achieve the objectives of this Agreement."

               3.   Section 5.2 is amended to read as follows:

                    "5.2 (a)  The Trustee shall invest and reinvest the
               assets of the Trust in shares of any open-end registered
               investment company for which Putnam Investment Management,
               Inc. serves as investment advisor or for which Putnam Mutual
               Funds Corp. is the principal underwriter, as directed by
               CNG.  Except as provided in (b) below, all rights associated
               with assets of the Trust shall be exercised by the Trustee
               or the person designated by the Trustee, and shall in no
               event be exercisable by or rest with Plan participants. 

                         (b)  Any voting rights with respect to Trust
               assets will be exercised in accordance with directions from
               CNG and dividend rights with respect to the Trust assets
               will be invested pursuant to directions from CNG.

                         (c)  Except to the extent that such powers may be
               limited by applicable regulatory authority, or as otherwise
               directed by CNG in writing, the Trustee shall have the
               following powers and rights, and shall be subject to the
               following duties with respect to the Trust, in addition to
               those provided elsewhere in the Trust or by law:

                              (1)  To receive and hold all contributions
                    paid to it under the Plan; provided, however, that it
                    shall have no duty to require any contributions to be
                    made to it.

                              (2)  To retain in cash or cash equivalents
                    either all or a portion of the Trust, either to await
                    investment or to meet contemplated payments of Plan
                    benefits, and to deposit funds (in savings accounts,
                    certificates of deposit or checking accounts) in any
                    financial institution supervised by the United States


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                    or a State, including, if the Trustee is a bank, its
                    own banking department or the banking department of an
                    affiliate, if such deposits bear a reasonable rate of
                    interest.

                              (3)  To invest in units of any common trust
                    fund or money market or daily interest fund operated or
                    approved by the Trustee.

                              (4)  To make payments from the Trust to such
                    persons, in such manner, at such times and in such
                    amounts as CNG shall direct, without inquiring as to
                    whether a payee is entitled to the payment or as to
                    whether the payment is proper, to the extent such
                    payment is made in good faith without actual notice or
                    knowledge of the impropriety of such payment.

                              (5)  As directed by CNG, to compromise,
                    contest, arbitrate, settle or abandon claims and
                    demands.

                              (6)  As directed by CNG, to begin, maintain
                    or defend any litigation necessary or appropriate in
                    connection with the investment, reinvestment and
                    administration of the Trust.

                              (7)  To hold securities in its name as
                    Trustee or in the name of its nominee or nominees, or
                    in such other form as it determines best, with or
                    without disclosing the trust relationship, and to
                    execute such documents as are necessary to accomplish
                    the foregoing; provided, however, that the records of
                    the Trustee shall indicate the actual ownership of such
                    securities or other property.

                              (8)  To make, execute, acknowledge and
                    deliver any and all instruments that may be necessary
                    or appropriate to carry out the powers herein granted.

                              (9)  To require, before making any payment,
                    such release or other document from any taxing
                    authority or such indemnity from the intended payee as
                    the Trustee deems necessary.

                         (d)  The Trustee shall act with the care, skill,
               prudence and diligence under the circumstances then
               prevailing that a prudent person acting in like capacity and
               familiar with such matters would use in the conduct of an
               enterprise of a like character and with like aims; provided,
               however, that the Trustee shall incur no liability to any
               person for any action taken pursuant to a direction, request
               or approval given by CNG which is contemplated by, and in
               conformity with, the terms of the Plan or the Trust and is


                                          3<PAGE>




               given in writing by CNG.  In the event of a dispute between
               CNG and a party, the Trustee may apply to a court of
               competent jurisdiction to resolve the dispute.

                         (e)  If the Trustee undertakes or defends any
               litigation arising in connection with this Trust, CNG agrees
               to indemnify the Trustee against the Trustee's costs,
               expenses and liabilities (including, without limitation,
               attorney's fees and expenses) relating thereto and to be
               primarily liable for such payments.  If CNG does not pay
               such costs, expenses and liabilities within 30 days of being
               billed for such amounts, the Trustee may obtain payment from
               the Trust.

                         (f)  The Trustee may consult with legal counsel
               (who may also be counsel for CNG) with respect to any of its
               duties or obligations hereunder.

                         (g)  The Trustee may hire agents, accountants,
               actuaries, investment advisors, financial consultants or
               other professionals to assist it in performing any of its
               duties or obligations hereunder, and pay their reasonable
               expenses and compensation from the Trust to the extent not
               paid by CNG.

                         (h)  The Trustee shall have, without exclusion,
               all powers conferred on trustees by applicable law, unless
               expressly provided otherwise herein.

                         (i)  Notwithstanding any powers granted to the
               Trustee pursuant to this Trust Agreement or to applicable
               law, the Trustee shall not have any power that could give
               the Trust the objective of carrying on a business and
               dividing the gains therefrom, within the meaning of Section
               301.7701-2 of the Procedure and Administrative Regulations
               promulgated pursuant to the Internal Revenue Code.

                         (j)  The Trustee may invest in securities
               (including stock or rights to acquire stock) or obligations
               issued by CNG, including CNG Common Stock, as directed by
               CNG.  Except as provided in (b) above, all rights associated
               with assets of the Trust shall be exercised by the Trustee
               or the person designated by the Trustee, and shall in no
               event be exercisable by or rest with Plan Participants.  

                         (k)  CNG shall have the right at any time, and
               from time to time in its sole discretion, to substitute
               assets of equal fair market value for any asset held by the
               Trust.  This right referred to in the preceding sentence is
               exercisable by CNG in a non-fiduciary capacity without the
               approval or consent of any person in a fiduciary capacity."

               4.   The second sentence of Section 8.5 is deleted.


                                          4<PAGE>




               5.   Section 12.1 is amended by the deletion of the word

          "Connecticut" and the substitution of "Massachusetts" in lieu

          thereof.

               6.   Except as hereinabove modified and amended, the

          Agreement shall remain in full force and effect.

               7.   This amendment is effective October 1, 1996.

               IN WITNESS WHEREOF, the parties hereto have caused this

          Amendment to be duly executed this ____ day of _______________,

          1996.


          ATTEST:                       CONNECTICUT NATURAL GAS CORPORATION


          ___________________________   By_________________________________
                                          Its


          ATTEST:                       PUTNAM FIDUCIARY TRUST COMPANY


          ___________________________   By_________________________________
                                          Its



          STATE OF CONNECTICUT     )
                                   :  ss.              1996
          COUNTY OF                )

               Personally appeared ____________________________________,
          ______________________ of Connecticut Natural Gas Corporation as
          aforesaid, signer of the foregoing instrument, and acknowledged
          the same to be ______ free act and deed as such
          _______________________ and the free act and deed of said
          corporation, before me.


                                                                           

                                        Commissioner of the Superior Court
                                        Notary Public
                                        My Commission Expires:




                                          5<PAGE>




          ________ OF ____________ )
                                   :  ss.              1996
          COUNTY OF                )

               Personally appeared ____________________________________,
          ______________________ of Putnam Fiduciary Trust Company, as
          aforesaid, signer of the foregoing instrument, and acknowledged
          the same to be ______ free act and deed as such
          _______________________ and the free act and deed of said
          corporation, before me.


                                                                           

                                        Commissioner of the Superior Court
                                        Notary Public
                                        My Commission Expires:






































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