FIRST AMENDMENT TO THE
                         CONNECTICUT NATURAL GAS CORPORATION
                      DEFERRED COMPENSATION PLAN TRUST AGREEMENT

                    THIS AMENDMENT is made and entered into this 27th day
          of April, 1999, by and between CONNECTICUT NATURAL GAS

          CORPORATION, a Connecticut corporation with its principal office
          in Hartford, Connecticut (hereinafter referred to as "CNG") and

          PUTNAM FIDUCIARY TRUST COMPANY (hereinafter referred to as the
          "Trustee").

                                 W I T N E S S E T H:
                    WHEREAS, by Agreement dated April 27, 1999 (the

          "Agreement") CNG and the Trustee entered into an Agreement
          entitled Connecticut Natural Gas Corporation Deferred

          Compensation Plan Trust Agreement; and
                    WHEREAS, the parties reserved the right to amend the

          Agreement in Section 12(a) thereof, subject to the conditions set
          forth therein; and

                    WHEREAS, CNG wishes to amend the Agreement in the
          particulars set forth below;

                    NOW, THEREFORE, the CNG and the Trustee agree as
          follows effective as of March 1, 1999:


                    1.   The last sentence of Section 1(e) of the Agreement

          is deleted in its entirety and the following is inserted in lieu
          thereof:

               "Neither the Trustee nor any Plan participant shall
               have a right to compel such additional amounts other
               than amounts required under Section 14."

                    2.   The phrase "Sections 5, 7, 8, 9, 10, 11 and 12" in

          Section 1(g)(i) of the Agreement is deleted in its entirety and
          the phrase "Sections 5, 7, 8, 9, 10, 11, 12 and 14" is inserted

          in lieu thereof.


                    3.   A new Section 14 is added to the Agreement after
          Section 13 of the Agreement as follows:








               "Section 14.   Change of Control
                    (a)  For purposes of this Agreement, a "Change of
               Control" shall mean:   (i)  the acquisition by any
               individual, entity or group (within the meaning of
               Section 13(d) (3) or 14(d) (2) of the Securities
               Exchange Act of 1934, as amended (the "Exchange Act"))
               (a "Person") of beneficial ownership (within the
               meaning of Rule 13d-3 promulgated under the Exchange
               Act) of 20% or more of either (1) the then outstanding
               shares of common stock of CTG Resources, Inc. (the
               "Company") (the "Outstanding Common Stock") or (2) the
               combined voting power of the then outstanding voting
               securities of the Company entitled to vote generally in
               the election of directors (the "Outstanding Voting
               Securities"); provided, however, that for purposes of
               this subsection (i), the following acquisitions shall
               not constitute a Change of Control: (1) any acquisition
               directly from the Company, (2) any acquisition by the
               Company, (3) any acquisition by any employee benefit
               plan (or related trust) sponsored or maintained by the
               Company or any corporation controlled by the Company or
               (4) any acquisition by any corporation pursuant to a
               transaction which complies with clauses (1), (2) and
               (3) of subsection (iii) of this Section 14(a); or (ii)
               Individuals who, as of March 1, 1999, constitute the
               Board of Directors of the Company (the "Incumbent
               Board") cease for any reason to constitute at least a
               majority of the Board of Directors of the Company;
               provided, however, that any individual becoming a
               director subsequent to March 1, 1999 whose election, or
               nomination for election by the Company's shareholders,
               was approved by a vote of at least a majority of the
               directors then comprising the Incumbent Board shall be
               considered as though such individual were a member of
               the Incumbent Board, but excluding, for this purpose,
               any such individual whose initial assumption of office
               occurs as a result of an actual or threatened election
               contest with respect to the election or removal of
               directors or other actual or threatened solicitation of
               proxies or consents by or on behalf of a Person other
               than the Board of Directors of the Company; or (iii)
               Consummation of a reorganization, merger or
               consolidation or sale or other disposition of all or
               substantially all of the assets of the Company (a
               "Business Combination"), in each case, unless,
               immediately following such Business Combination, (1)
               all or substantially all of the individuals and
               entities who were the beneficial owners, respectively,
               of the Outstanding Common Stock and Outstanding Voting
               Securities immediately prior to such Business
               Combination beneficially own, directly or indirectly,
               more than 50% of, respectively, the then outstanding


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               shares of common stock and the combined voting power of
               the then outstanding voting securities entitled to vote
               generally in the election of directors, as the case may
               be, of the corporation resulting from such Business
               Combination (including, without limitation, a
               corporation which as a result of such transaction owns
               the Company or all or substantially all of the
               Company's assets either directly or through one or more
               subsidiaries) in substantially the same proportions as
               their ownership, immediately prior to such Business
               Combination of the Outstanding Common Stock and
               Outstanding Voting Securities, as the case may be, (2)
               no Person (excluding any corporation resulting from
               such Business Combination or any employee benefit plan
               (or related trust) of the Company or any related
               corporation or such corporation resulting from such
               Business Combination) beneficially owns, directly or
               indirectly, 20% or more of, respectively, the then
               outstanding shares of common stock of the corporation
               resulting from such Business Combination or the
               combined voting power of the then outstanding voting
               securities of such corporation except to the extent
               that such ownership existed prior to the Business
               Combination, and (3) at least a majority of the members
               of the board of directors of the corporation resulting
               from such Business Combination were members of the
               Incumbent Board at the time of the execution of the
               initial agreement, or of the action of the Board of
               Directors of the Company, providing for such Business
               Combination; or (iv)  Approval by the shareholders of
               the Company of a complete liquidation or dissolution of
               the Company."

                    (b)  Notwithstanding any other provision of this
               Agreement to the contrary, as soon as practicable following
               a Change of Control, the Employer shall calculate the
               maximum aggregate amount required under the Plan to satisfy
               the liability to all Plan Participants (and beneficiaries)
               who may be entitled to payments under the Plan as of the
               Change of Control and shall calculate an estimate of the
               expenses reasonably likely to be incurred by the Trust from
               the date of calculation until the termination of the Trust
               including the Trustee's fees.  The aggregate of such amounts
               for the Plan plus such additional amounts as the Employer
               reasonably determines to be necessary to pay the anticipated
               expenses of the Trust including the Trustee's fees is
               hereinafter referred to as the "Maximum Amount Payable."
               The Employer and other entities adopting the Trust shall
               have the obligations to make contributions to the Trust and
               shall make contributions to the Trust in cash, within three
               business days of such calculation, in an amount equal to the
               excess (the "Excess"), if any, of the Maximum Amount Payable


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               over the then fair market value of the assets of the Trust.
               As of each subsequent accounting and valuation under this
               Agreement , the Employer shall make a similar calculation;
               and if at any time following a Change of Control a valuation
               of the assets of the Trust occurs pursuant to this
               Agreement, and it is determined that an Excess shall exist,
               the Employer  and other entities adopting the Trust shall
               within three days thereof contribute in cash such amount to
               the Trust as is necessary to eliminate the Excess.

                    (c)  The Board of Directors of the Employer and the
               Chief Executive Officer of the Employer shall each have a
               duty to inform the Trustee whenever a Change of Control has
               occurred.  If any two Plan participants notify the Trustee
               in writing that a Change of Control has occurred, then
               unless the Trustee receives written notice from the Employer
               that, in the opinion of independent legal counsel to the
               Employer (which opinion may be based on representations of
               fact as long as counsel does not know that such
               representation are untrue), such a Change of Control has not
               occurred, a Change of Control will be deemed to have
               occurred for purposes of this Agreement."

                    4.   Except as herein above modified and amended, the
          Agreement, as amended, shall remain in full force and effect.





























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                    IN WITNESS WHEREOF, the parties have caused this First

          Amendment to be duly executed and respective corporate seals to
          be hereunto affixed as of the date first above written.


          ATTEST:                  CONNECTICUT NATURAL GAS CORPORATION


          S/ R.L. Babcock         By S/ Jean S. McCarthy
          ----------------------  -----------------------------------
                                   Its Vice President, Human Resources

          ATTEST:                  PUTNAM FIDUCIARY TRUST COMPANY


                                   By
                                        Its


          STATE OF CONNECTICUT     )
                                   )  SS.
          COUNTY OF HARTFORD       )

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


                                        Judith A. Ries
                                        ----------------------------------
                                        Commissioner of the Superior Court
                                        Notary Public
                                        My Commission Expires:  2/28/2000

















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          COMMONWEALTH OF MASSACHUSETTS )
                                             )  SS.
          COUNTY OF ________________________ )

                    Personally appeared __________________________,
          _____________________ of Putnam Fiduciary Trust Company, signer
          of the foregoing instrument, and acknowledged the same to be his
          free act and deed as such ___________________, and the free act
          and deed of said corporation, before me.



                                        Notary Public
                                        My Commission Expires:








































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