TWELFTH AMENDMENT TO
                          CONNECTICUT NATURAL GAS CORPORATION
                              UNION EMPLOYEE SAVINGS PLAN


               The Connecticut Natural Gas Corporation Union Employee Savings
          Plan is hereby amended as follows:

                    1.   The following paragraph (e) is added to Section
               3.01, effective July 1, 1999:

                    "(e)  Effective July 1, 1999, each Employee (as defined
               in Section 2.13) who has not previously met the service
               requirement for eligibility shall be eligible to make salary
               reduction (CODA) contributions and voluntary unmatched after-
               tax contributions within the limits prescribed under Section
               4.01 of the Plan beginning with the last to occur of (1) the
               first payroll period beginning on or after July 1, 1999, or
               (2) the first payroll period beginning on or after the first
               day of the month following the Employee's date of employment
               as an Employee, or (3) the first payroll period beginning on
               or after the first day of the month following the Employee's
               attainment of age twenty-one (21).  (This provision is
               intended to include existing Employees who have not yet met
               the service requirement under the Plan, as well as future
               hires; the age requirement continues to apply.)  Such
               individuals shall also be eligible to make contributions by
               way of rollover or direct transfer in accordance with Section
               4.11 hereof.  The provisions of the Plan regarding elections
               and changes thereto applicable to Participants generally shall
               also apply to such individuals.  However, notwithstanding
               anything to the contrary in Section 5 or elsewhere in the
               Plan, such Employees shall not be entitled to begin receiving
               allocations of matching contributions until the time they are
               otherwise entitled to participate in the Plan, determined in
               accordance with the prior provisions of this Section 3.01 and
               Section 3.04."

               2.   The following paragraph (g) is added to Section 5.01, as
          set forth in the Eighth and Ninth Amendments, at the end thereof:

                    "(g)  It is the intent of the Company, and the Plan is so
               interpreted, so as to not penalize Participants whose salary
               reduction (CODA) contributions are required to cease as a
               result of the limitation under Section 402(g) of the Code
               (currently $10,000); and accordingly, matching contributions
               shall continue for such Participants for the balance of the
               year as determined by the Administrator at the rate of match
               applicable to such Participant in order that the Participant
               not be penalized by the timing of such salary reduction (CODA)
               contributions."

               3.   Except as hereinabove modified and amended, the amended
          and restated Plan (as amended) shall remain in full force and
          effect.





               IN WITNESS WHEREOF, the Connecticut Natural Gas Corporation
          executes this Twelfth Amendment this 7th day of June, 1999.


          ATTEST:                          CONNECTICUT NATURAL GAS
                                           CORPORATION


          S/ Patricia A. Ouelette          By S/ Jean S. McCarthy
          ---------------------------      -----------------------------------
                                           Its Vice President, Human Resources
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