EIGHTH AMENDMENT TO
         CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN
            (As Amended and Restated Effective As Of January 1, 1989)
    
    
    
        The Connecticut Natural Gas Corporation Union Employee Savings Plan is
   hereby amended as follows:
    
        1.   Section 2.08 is amended to read as follows:
    
             "2.08  "Company" shall mean CNG, and any parent, subsidiary,
        or other affiliate of CNG (or any division of CNG or its
        affiliates) which, with the consent of CNG, shall adopt this Plan
        for its employees."
    
        2.   Section 5.01 is amended to read as follows effective as of the
   date set forth in Section 4 of this Amendment, and with respect to the
   Participants identified in Section 5 of the Amendment:
    
             "5.01  The Company shall contribute for the benefit of each
        Participant an amount equal to the lesser of (A) his CODA
        contributions and (B) whichever of the following amounts is
        applicable:
    
                  (a)  four and one-half percent (4 1/2%) of the
        Participant's Compensation during the Payroll Period in the case
        of a Participant who as of the preceding Change Date had either
        (i) attained the age of forty-five (45) years or (ii) completed
        twenty (20) years of Continuous Service;
    
                  (b)  three percent (3%) of the Participant's
        Compensation during the Payroll Period in the case of a
        Participant who as of the preceding Change Date had either (i)
        attained the age of thirty-five (35) years or (ii) completed ten
        (10) years of Continuous Service; or
    
                  (c)  two percent (2%) of the Participant's Compensation
        during the Payroll Period with respect to all other Participants.
    
                  (d)  Such contributions need not be made out of net
        operating profits; the Plan is intended to be a discretionary
        contribution Plan in accordance with Section 401(a)(27) of the
        Code, and is not intended to be a plan subject to the funding
        requirements of Section 412 of the Code.
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                  (e)  Participants who were entitled to a six percent
        (6%) match shall be permitted to change their level of CODA
        contribution to four and one-half percent (4 1/2%) without regard
        to the requirement that only one change be made in any twelve (12)
        month period, provided such change is made effective as of the
        effective date of this Amendment, as set forth in Section 4
        below."
     
        3.   The following new Section 11.04 is added to the Plan effective as
   of the date set forth in Section 4 of this Amendment, and with respect to
   Participants identified in Section 5 of the Amendment:
    
             "11.04  PARTICIPANT LOANS.  An active Participant, and any
        terminated Participant or Beneficiary with an Account balance
        under the Plan who qualifies as a "party in interest" under
        Section 3(14) of ERISA, will be permitted to direct the investment
        of a portion of his Account in a loan to himself, subject to the
        following rules:
    
                  (a)  No purpose for the loan need be shown; however, see
        paragraph (e) as it relates to the duration of loans;
    
                  (b)  There is a minimum loan amount of $1,000;
    
                  (c)  The maximum amount of a loan, when added to the
        outstanding balance of all other loans from all plans of the
        Company, shall be one-half (1/2) of the Participant's vested
        interest in his Account, or $50,000 if less; provided that the
        $50,000 limit shall be reduced by the highest outstanding loan
        balance during the one-year period ending on the day before the
        date of any new loan;
    
                  (d)  Loans may not be made from a Participant's Company
        Directed Matching Contribution Account or Paysop Transfer Account,
        although the vested portion of such Accounts shall be taken into
        consideration in determining the maximum available loan amount; 
    
                  (e)  The loan must be payable in full within five (5)
        years following the date made, except that a loan which is made
        for the purpose of financing the acquisition of the principal
        residence of the Participant (a "principal residence" loan) must
        be payable in full within fifteen (15) years following the date
        made;
    
                  (f)  A Participant may not have more than one "general
        purpose" loan outstanding at any time, or more than one "principal
        residence" loan outstanding at any time (maximum two (2) loans);
    
                  (g)  Loans will be made available to eligible
        Participants on a reasonably equivalent basis and shall not be
        made available to Highly Compensated Participants in an amount
        greater than to other eligible Participants;
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                  (h)  Loans shall require level amortization with
        payments to be made at least quarterly;
    
                  (i)  Loans must be adequately secured, utilizing one-
        half (1/2) of the Participant's vested interest in his Account as
        security;
    
                  (j)  Interest will be at a reasonable rate, as
        determined by the Committee based upon prevailing rates offered by
        commercial lenders for comparable loans.  Unless otherwise
        prescribed by the Committee pursuant to written procedures, the
        interest rate shall be the prime rate (as published in THE WALL
        STREET JOURNAL) in effect on the first business day of the
        calendar quarter in which the loan is made, plus one percent (1%);
    
                  (k)  Loans to Plan Participants who are active Employees
        shall be repaid through payroll deduction.  The Committee is
        authorized to prescribe rules relating to the circumstances under
        which loan prepayments shall be permitted.  Loan refinancings
        shall not be allowed;
    
                  (l)  Default shall occur in accordance with the terms of
        the promissory note and security agreement.  Furthermore, unless
        otherwise provided by the Committee, separation from service shall
        constitute a default requiring full repayment of the balance due
        on any outstanding loan within such period of time as the
        Committee shall determine.  Foreclosure on the portion of the
        Account used as security through offset (to the extent of the
        security interest) shall not occur, however, until a distributable
        event occurs under the Plan;
    
                  (m)  Loan repayments shall be invested in accordance
        with the Participant's direction as to future contributions; and
    
                  (n)  If the Participant is married, a Plan loan shall also be
        conditioned upon the consent of the Participant's spouse to the loan
        and to the use of a portion of the Participant's vested Account as
        security for the loan.  Such consent must be given within ninety (90)
        days in advance of the date the loan is made.  The consent of the
        spouse must be witnessed by a Plan Representative or a Notary Public
        and must acknowledge the effect thereof.  
    
             The Committee shall administer the loan program and may
        establish reasonable written procedures for the loan program,
        which shall be consistent with the foregoing (but which may set
        forth additional provisions and requirements), and which are
        hereby incorporated by reference.  No loans shall be made in any
        manner which would constitute a prohibited transaction under
        Section 4975 of the Code.  The administrative charges associated
        with the establishment and maintenance of Plan loans may be
        charged to the Account of the Participant as the Committee shall
        direct.  Loans shall be processed by the Trustee."
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        4.   The provisions of Sections 2 and 3 of this Amendment are effective
   as of April 1, 1998.  However, the President of CNG be, and he hereby is,
   authorized to delay the effective date of such provisions by a subsequent
   amendment hereto without further action of the Board of Directors if he
   deems it necessary or advisable to do so; for example, if necessary in order
   to provide sufficient additional time to make the loan feature operational. 
   In no event, however, shall the effective date of the change in Section 2 be
   different than the effective date of the change in Section 3.
    
        5.   The provisions of Sections 2 and 3 of this Amendment shall only
   apply with respect to Participants who are represented by the Connecticut
   Independent Utility Workers Local 12924 (Hartford Union), and not with
   respect to other Plan Participants.  The provisions of Section 5.01 as in
   effect prior to the adoption of this Amendment shall continue to apply with
   respect to other Plan Participants, and the provisions of Section 11.04
   shall not apply with respect to other Plan Participants.  However, the
   President of CNG be, and he hereby is, authorized to amend the provisions of
   Sections 5.01 and 11.04 of the Plan, and of this Section 5, without further
   action of the Board of Directors if he deems it necessary or advisable to do
   so.<PAGE>





    
        IN WITNESS WHEREOF, the Connecticut Natural Gas Corporation executes
   this Eighth Amendment this 27th day of January, 1998.

   ATTEST:                  CONNECTICUT NATURAL GAS CORPORATION


   Eileen Sheehan           By Jean S. McCarthy
   -----------------------  -----------------------------------
                              Its AVP Human Resources
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