TWELFTH AMENDMENT TO
                         CONNECTICUT NATURAL GAS CORPORATION
                                EMPLOYEE SAVINGS PLAN


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

               1.   The last sentence of paragraph (a) of Section 2.09 is
          amended to read as follows:

                    "Effective July 1, 1999, however, the term
               "Compensation" shall include commissions."

               2.   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 2.14) 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 4.12 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."

               3.   For purposes of clarification, paragraphs (a) and (b)
          of Section 5.01, as amended by the Eighth Amendment, are each
          amended by the deletion of the word "Compensation" immediately
          following the word "Participant's" which is contained in said
          paragraphs and the substitution of the phrase "CODA
          contributions" in lieu thereof.

               4.   The following paragraph (f) is added to Section 5.01,
          as set forth in the Eighth Amendment, at the end thereof:





                    "(f)  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."

               5.   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. Ouellette         By S/ Jean S. McCarthy
          -----------------------------    ----------------------------------
                                           Its Vice President Human Resources
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