FIFTH AMENDMENT TO THE
                       CONNECTICUT NATURAL GAS CORPORATION
                      OFFICERS' RETIREMENT PLAN AND DEFERRED
                        COMPENSATION PLAN TRUST AGREEMENT


        This Agreement made this 26th day of February, 1999, by and between the
   Connecticut Natural Gas Corporation, a Connecticut corporation with its
   principal place of office in Hartford, Connecticut (hereinafter referred to
   as the "Company"), and Fleet National Bank, 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 January 9, 1989 (the "Agreement"), the
   Company and The Connecticut Bank & Trust Company, N.A. entered into an
   Agreement entitled "The Connecticut Natural Gas Corporation Officers'
   Retirement Plan Trust Agreement"; and

        WHEREAS, Fleet National Bank has succeeded to the trust business of the
   Connecticut Bank & Trust Company, N.A., and is currently serving as trustee;
   and

        WHEREAS, the parties reserve the right to amend the Agreement in
   Article X, Section 10.1 thereof, subject to the conditions set forth
   therein; and

        WHEREAS, the Agreement has previously been amended four times; and

        WHEREAS, the Company intends to establish a separate trust agreement
   for utilization in connection with the Connecticut Natural Gas Corporation
   Deferred Compensation Plan; and

        WHEREAS, the Company has not previously made contributions under this
   trust agreement to assist it in meeting its obligations with respect to said
   Deferred Compensation Plan; and

        WHEREAS, the Company now wishes to provide that this Trust shall be
   utilized solely in connection with the Connecticut Natural Gas Corporation
   Officers' Retirement Plan, and not in connection with The Connecticut
   Natural Gas Corporation Deferred Compensation Plan;<PAGE>





        NOW, THEREFORE, the Company and the Trustee agree as follows:

        1.   The First Amendment to the Trust Agreement dated August 5, 1993,
   be, and it hereby is, deleted in its entirety.  The Trust Agreement is
   hereby renamed The Connecticut Natural Gas Corporation Officers' Retirement
   Plan Trust Agreement.

        2.   Any reference in the Trust Agreement or any amendments thereto to
   the "Plans", including without limitation Sections 4.4 and 11.4 as set forth
   in the Third Amendment dated September 12, 1995, be, and they hereby are,
   deleted, and the term "Plan" substituted in lieu thereof.

        3.   Except as hereinabove modified and amended, the Agreement, as
   amended, shall remain in full force and effect.

        IN WITNESS WHEREOF, the parties have caused this Fifth Amendment to be
   duly executed and their respective corporate seals to be hereunto affixed as
   of the date first above written.


   ATTEST                        CONNECTICUT NATURAL GAS
                                 CORPORATION

   S/ Mary Beth Luchon              S/ Jean S. McCarthy
   ______________________________  By ________________________________________
      Mary Beth Luchon             Its V P Human Resources


   ATTEST                        FLEET NATIONAL BANK


   S/ Helen M. Atwood               S/ William B. Parent
                                 By                                            
                                   Its  Vice President


   STATE OF CONNECTICUT )
                        )   ss. at Hartford February 26, 1999
   COUNTY OF HARTFORD   )

        Personally appeared Jean S. McCarthy of Connecticut Natural Gas
   Corporation, signer of the foregoing instrument and acknowledged the same to
   be his/her free act and deed as such Vice President Human Resources and the
   free act and deed of said corporation before me.

                                   S/ Mary Beth Luchon
                                                                               

                                   Notary Public
                                   My commission expires: 3/31/99





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   STATE OF CONNECTICUT )
                        )   ss. Hartford March 19, 1999
   COUNTY OF HARTFORD   )

        Personally appeared William B. Parent of Fleet National Bank, signer of
   the foregoing instrument and acknowledged the same to be his/her free act
   and deed as such Vice President and the free act and deed of said
   corporation before me.

                                   S/ Frances A. Maslona
                                                                               

                                   Notary Public
                                   My commission expires:  April 30, 1999








































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