SIXTH AMENDMENT TO THE
                         CONNECTICUT NATURAL GAS CORPORATION
                               OFFICERS RETIREMENT PLAN
                                   TRUST AGREEMENT

                    This Agreement made this 27th day of April, 1999, by
          and between the Connecticut Natural Gas Corporation, a
          Connecticut corporation with its principal place of office in
          Hartford, Connecticut (hereinafter referred to as the "Company"),
          and Fleet National Bank, a bank with trust powers having a
          principal place of business in Hartford, Connecticut (hereinafter
          referred to as the "Trustee"),

                                 W I T N E S S E T H

                    WHEREAS, by Agreement dated January 9, 1989 (the
          "Agreement"), the Company and The Connecticut Bank & Trust
          Company, N.A. entered into an Agreement entitled "The Connecticut
          Natural Gas Corporation Officers Retirement Plan Trust
          Agreement"; and

                    WHEREAS, Fleet National Bank has succeeded to the trust
          business of the Connecticut Bank & Trust Company, N.A., and is
          currently serving as trustee; and

                    WHEREAS, the parties reserve the right to amend the
          Agreement in Article X, Section 10.1 thereof, subject to the
          conditions set forth therein; and

                    WHEREAS, the Agreement has previously been amended five
          times; and

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

                    NOW, THEREFORE, the Company and the Trustee agree as
          follows;


                    1.   By adding a new Section 1.4 to the Agreement, as
          heretofore amended, after Section 1.3  thereof as follows:

                         "1.4 This Trust may be adopted by affiliates
                    of the Company, in order to satisfy their
                    obligations under the Plan, with the knowledge and
                    consent of the Company.  Such adoption shall be
                    accomplished by signing an instrument becoming a
                    party to the Agreement.  In the event that one or
                    more affiliated employers adopts the Trust, the
                    following rules shall apply notwithstanding
                    anything to the Trust to the contrary:







                              (a)  The powers and obligations reserved for
                         the "Company" under Sections 3.1, 3.2, Article IV
                         (other than the last two sentences of Section
                         4.4), Articles V, VI, VII, VIII, X, XI (other than
                         Section 11.3), and XII shall remain exclusively
                         vested in the entity first named above, i.e.
                         Connecticut Natural Gas Corporation.

                              (b)  For purposes of Article II, Sections 3.3
                         and 3.4, the last two sentences of Section  4.4 to
                         the extent attributable to its participants and
                         beneficiaries, Article IX, and Section 11.3,
                         "Company" shall mean, with respect to each
                         separate adopting entity, only that entity.
                         Without limiting the foregoing, the provisions of
                         Article II shall apply separately to each such
                         entity and the participants and beneficiaries
                         thereof, and the assets attributable to an
                         adopting entity's contributions shall be subject
                         to the claims of only that entity's general
                         creditors, regardless of the solvency or
                         obligations of any other adopting entity.

                              (c)  A separate adopting entity other than
                         Connecticut Natural Gas Corporation may terminate
                         its participation in the Trust, subject to Article
                         IX, by written notice to the Trustee and to
                         Connecticut Natural Gas Corporation.

                              (d)  The Trustee shall maintain a separate
                         account reflecting the equitable share of the
                         Company and each other adopting entity in the
                         Fund."

                    IN WITNESS WHEREOF, the parties have caused this Sixth
          Amendment to be duly executed and their respective corporate
          seals to be hereunto affixed as of the date first shown above
          written.


          ATTEST                        CONNECTICUT NATURAL GAS CORPORATION

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


          ATTEST                        FLEET NATIONAL BANK


                                        By
                                             Its


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          STATE OF CONNECTICUT     )
                                   )  ss
          COUNTY OF HARTFORD       )

                    Personally appeared JEAN McCARTHY of Connecticut
          Natural Gas Corporation, signer of the foregoing instrument and
          acknowledge the same to be his/her free act and deed as such
          ___________________ and the free act and deed of said corporation
          before me.


                                       S/ Judith A. Ries
                                       ----------------------------------
                                        Notary Public
                                        My commission expires: 2/28/2000



          STATE OF CONNECTICUT     )
                                   )  ss
          COUNTY OF HARTFORD       )

                    Personally appeared ________________ of Fleet National
          Bank, signer of the foregoing instrument and acknowledge the same
          to be his/her 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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