FIRST  AMENDMENT TO
                         CONNECTICUT NATURAL GAS CORPORATION
                              OFFICERS' RETIREMENT PLAN


               THIS AMENDMENT made this 21st day of June, 1999, by
          CONNECTICUT NATURAL GAS CORPORATION (the "Corporation"), for the
          purpose of amending its Officers' Retirement Plan,


                                W I T N E S S E T H :

               WHEREAS, by written plan instrument dated May 17, 1999, the
          Corporation amended and restated the Connecticut Natural Gas
          Corporation Officers' Retirement Plan (the "Plan"), effective
          March 1, 1999; and

               WHEREAS, the Corporation wishes to amend the Plan in the
          particulars set forth below;

               NOW, THEREFORE, the Corporation hereby amends the Plan as
          follows:

               1.   The heading to Section 3.2 is amended to read as
          follows:

                    "RETIREMENT AT OR AFTER AGE SIXTY; OR AT OR AFTER AGE
          FIFTY-FIVE WITH AT LEAST TEN YEARS OF CONTINUOUS SERVICE."

               2.   The following paragraph is added to Section 3.2 at the
          end thereof:

                    "Effective May 25, 1999, a Participant who terminates,
               for any reason other than death, from the employment of the
               Employers on or after May 25, 1999, and also on or after
               attaining age fifty-five (55) and completing at least ten
               (10) Years of Continuous Service, as that term is defined
               under the Connecticut Natural Gas Corporation Pension Plan,
               but prior to age sixty (60), shall also be entitled to a
               benefit hereunder.  Such benefit shall be determined in
               accordance with the provisions of this Section 3.2;
               provided, however, that if the benefit is determined under
               paragraph (i) of Section 3.2, the amount otherwise
               determined thereunder (after taking into account all
               reductions under subparagraphs (a), (b) and (c) thereof,
               with the offsets under subparagraphs (a) and (b) to be
               calculated as if the benefits described therein commence at
               age sixty (60), and also after taking into account any
               reduction under Section 3.5 for less than 15 Years of
               Service) shall be further reduced by three percent (3%) per
               year for each year prior to age sixty (60), in a manner
               consistent with the methodology currently utilized under the
               Connecticut Natural Gas Corporation Pension Plan.  The
               amount so reduced shall be compared to the benefit provided





               under paragraph (ii) of Section 3.2, and the Participant
               shall be entitled to the greater of the two benefits.  Any
               benefit referred to in this paragraph shall be determined
               without regard to the provisions of any applicable
               "qualified domestic relations order" as defined in Section
               414(p) of the Internal Revenue Code."

               3.   Paragraph (b) of Section 5.7 is amended to read as
          follows:

               "(b)  If a Change of Control has occurred, then each
          Participant who is participating in this Plan shall be considered
          to be fully vested under the Plan even if the Participant ceases
          to be an officer or terminates employment with the Employers,
          voluntarily or involuntarily, prior to attainment of age sixty
          (60), or prior to attainment of age fifty-five (55) and
          completion of at least ten (10) Years of Continuous Service.  In
          the event a Participant who becomes fully vested in accordance
          with the preceding sentence terminates employment prior to
          attainment of age sixty (60), or prior to attainment of age
          fifty-five (55) and completion of at least ten (10) Years of
          Continuous Service, benefits shall be determined as provided in
          Section 3.2 (as amended hereunder) even though the Participant is
          not then age sixty (60), or age fifty-five (55) with at least ten
          (10) Years of Continuous Service as the case may be; however,
          benefits shall not commence until the Participant attains age
          sixty (60) or, if the Participant completed at least ten (10)
          Years of Continuous Service, age fifty-five (55); and any offsets
          to the benefits provided hereunder for benefits provided under
          any defined benefit pension programs shall be calculated in
          accordance with the principles set forth in Section 3.2 (as
          amended hereunder).  If following a Change of Control the
          Participant ceases to be an officer or terminates employment,
          voluntarily or involuntarily, and thereafter dies prior to
          commencement of benefits hereunder and prior to attainment of age
          sixty (60), and is survived by a spouse to whom he/she was
          married for at least one (1) year at the time of death, then
          benefits shall be payable to such surviving spouse in accordance
          with the provisions of Section 4.1(i) hereof, even though such
          Participant is not then an officer or employed by an Employer;
          provided that if any survivor annuity benefits are payable under
          any defined benefit pension programs referenced in said Section
          4.1(i), but such benefits do not commence at the time of the
          officer's death, then the value of such future benefits shall
          offset the benefits otherwise provided on an Actuarially
          Equivalent basis."

               4.   Except as hereinabove modified and amended, the Plan
          shall remain in full force and effect.

               5.   This Amendment is effective as of May 25, 1999.

               Executed at Hartford, Connecticut on the day and year first
          above written.

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          ATTEST:                          CONNECTICUT NATURAL GAS
                                           CORPORATION


          S/ Jeffrey A. Hall  6/21/99      By S/ Jean S. McCarthy
          ---------------------------      --------------------------------
                                           Its Vice President Human Resources















































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