FIRST AMENDMENT TO
                              RESTRICTED STOCK AGREEMENT
               (Under The Connecticut Natural Gas Corporation Executive
                                Restricted Stock Plan)

                    THIS AMENDMENT is made and entered into as of the 27th

          day of April, 1999, by and between CONNECTICUT NATURAL GAS

          CORPORATION, a Connecticut corporation with its principal

          executive offices in Hartford, Connecticut (hereinafter referred

          to as "CNG") and ______________________________ (hereinafter

          referred to as the "Participant").

                                 W I T N E S S E T H:


                    WHEREAS, by Agreement dated as of October 1, 1996 (the

          "Agreement") CNG and the Participant entered into an Agreement

          entitled Restricted Stock Agreement (Under the Connecticut

          Natural Gas Corporation Executive Restricted Stock Plan); and

                    WHEREAS, the parties wish to amend the Agreement in the

          particulars set forth below;

                    NOW, THEREFORE, CNG and the Participant agree as

          follows effective as of March 31, 1997:

                    1.   By adding the following sentence at the end of the

          first paragraph of Section 2 of the Agreement:

               "All references in the Agreement to the "Corporation's
               capital stock", "common stock of the Corporation" or
               any similar term shall be deemed to mean and refer to
               the common or capital stock of CTG Resources, Inc. or
               its successor or successors for all periods from and
               after March 31, 1997."


                    2.   By deleting the last sentence of the first

          paragraph of Section 3(b) of the Agreement and inserting in lieu







          thereof the following:

               "The Committee shall take into consideration
               adjustments in the capital structure (of the type
               referred to in Section 12 of this Agreement) of the
               Corporation and of the companies in the comparative
               group and such other factors as it, in its sole
               discretion, shall deem appropriate to measure the
               performance of the Corporation and the respective
               companies and their ranking for purposes of Section
               3(c) below."

                    3.   By deleting Section 4(a) of the Agreement and

          inserting in lieu thereof the following:

                    "(a) The Restricted Property may not be
               encumbered, sold, assigned, transferred, pledged or
               otherwise disposed of at any time during the period
               that Risks of Forfeiture apply, in accordance with
               Sections 4 and 5, to such Restricted Property (the
               "Restriction Period").  If any of the Restricted
               Property is so encumbered, sold, assigned, transferred,
               pledged or otherwise disposed of during the Restriction
               Period, all then Restricted Property held for the
               account of Participant shall automatically be forfeited
               to the Corporation."

                    4.   By deleting the phrase "an employee of the

          Corporation or a Subsidiary, as the case may be," where it

          appears in Section 4(b) of the Agreement and inserting in lieu

          thereof the phrase "an employee of the Corporation or a

          Subsidiary, as the case may be, and all Affiliates (as defined

          below) thereof,".

                    5.   By adding a new paragraph at the end of Section

          4(b) of the Agreement as follows:

                    "For purposes of this Agreement, "Affiliate" shall
               mean any parent of the Corporation, any entity in which
               the Corporation or parent of the Corporation directly
               or indirectly owns 50% or more of the voting
               securities, or any other entity that is included in a
               controlled group of corporations in which the
               Corporation is included as provided in Section 414(b)
               of the Internal Revenue Code or is a trade or business
               under common control with the Corporation as provided







               in Section 414(c) of the Internal Revenue Code."


                    6.   By deleting the phrases "employed by the

          Corporation or any Subsidiary " and "employment with the

          Corporation or a Subsidiary" where they appear in Section 5(b) of

          the Agreement and inserting in lieu thereof, respectively, the

          phrases "employed by the Corporation or any Subsidiary, as the

          case may be, and all Affiliates thereof" and "employment with the

          Corporation, Subsidiary or Affiliate, as the case may be."

                    7.   By deleting Section 5(c) of the Agreement and

          inserting in lieu thereof the following:

                    (c)  Upon the occurrence of a Change of Control, as
               defined below, all Risks of Forfeiture will lapse and all
               Restricted Property shall vest and become distributable in
               accordance with the terms of Section 5 hereof, without
               further adjustment attributable to the Adjustment
               Provisions.  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. (for purposes of this Section 5(c),
               hereinafter 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 31,
               1997, 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 31, 1997 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 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."









                    8.   By adding the following sentence at the end of

          Section 11 of the Agreement:

               "All references to the "Corporation" in this Section 11
               shall be deemed to mean and refer to CTG Resources,
               Inc. or its successor or successors for all periods
               from and after March 31, 1997."

                    9.   Except as herein above modified and amended, the

          Agreement, as amended, shall remain in full force and effect.
















































                    IN WITNESS WHEREOF, Connecticut Natural Gas Corporation

          has caused this First Amendment to be duly executed in its

          corporate name, and the Participant has hereunto set his/her hand

          and seal effective  as of the date first above written.



                                   CONNECTICUT NATURAL GAS CORPORATION



                                   By
                                        Its


                                   PARTICIPANT