FOURTH AMENDMENT TO
                         CONNECTICUT NATURAL GAS CORPORATION
                              DEFERRED COMPENSATION PLAN



               THIS AMENDMENT made this 25th day of March, 1997 by

          CONNECTICUT NATURAL GAS CORPORATION (the "Company") for the pur-

          pose of amending its Deferred Compensation Plan, 

                                W I T N E S S E T H :

               WHEREAS, by Agreement dated December 29, 1992, the Company

          adopted an Amended and Restated Deferred Compensation Plan (the

          "Plan"); and

               WHEREAS, the Plan has previously been amended three times;

          and

               WHEREAS, the Company now wishes to amend the Plan in certain

          additional respects;

               NOW, THEREFORE, the Company amends the Plan as follows:

               1.   Section 2.3A relating to "Change of Control," as set

          forth in the Third Amendment, is amended by the addition of the

          words "or any related corporation" after the words "of the Com-

          pany" set forth in the parenthetical phrase in subsection

          (iii)(2) thereof; and by the addition of the following two

          sentences at the end thereof:

               "As used in this Section 2.3A, the term 'Company' shall
               mean CTG Resources, Inc.  It is intended that, follow-
               ing the Agreement and Plan of Exchange referenced in
               part 5 of this Fourth Amendment, 'Change of Control'
               shall be determined with reference to CTG Resources,
               Inc."

               2.   Sections 4.4(c) (as set forth in the First Amendment),

          5.2 and 5.3 (as amended by the Third Amendment) shall be amended<PAGE>





          by the deletion of the terms "Company stock" and "CNG common

          stock" and substitution of the term "CTG common stock" in lieu

          thereof.

               3.   Section 5.4 shall be amended by the deletion of the

          term "Connecticut Natural Gas Corporation Dividend Reinvestment

          Plan" and the substitution of the term "CTG Resources, Inc.

          Dividend Reinvestment Plan" in lieu thereof.

               4.   Section 5.5 (as added by the Third Amendment) shall be

          amended by the deletion of the term "Stock of the Company" and

          substitution of the term "Stock of CTG Resources, Inc." in lieu

          thereof.

               5.   This amendment shall be effective upon (or, in the case

          of part 1 of this Amendment, following) the effective date of the

          Agreement and Plan of Exchange, pursuant to which the outstanding

          shares of CNG common stock will be exchanged for shares of the

          common stock of CTG Resources, Inc. ("CTG Common Stock"). 

          Nevertheless, Connecticut Natural Gas Corporation shall continue

          to be the Company sponsoring and maintaining the Plan.

               6.   Except as hereinabove modified and amended, the

          Deferred Compensation Plan, as amended, shall remain in full

          force and effect.

               IN WITNESS WHEREOF, the Company hereby executes this Fourth

          Amendment this 30th day of April, 1997.

          Witness:                        CONNECTICUT NATURAL GAS CORPORATION


          S/ R. L. Babcock                    S/ James P. Bolduc
          ___________________________     By ________________________________
                                             Its

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