FIRST AMENDMENT TO
AGREEMENT AND DECLARATION OF TRUST
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE BENEFIT TRUST
THIS AMENDMENT is made and entered into this 2nd day of
December, 1993, by and between CONNECTICUT NATURAL GAS CORPORATION, a
Connecticut corporation with its principal office in Hartford, Connecticut
(hereinafter referred to as the "Grantor") and FLEET BANK, N.A., 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 December 28, 1987 (the "Agreement"), the
Grantor and the Trustee entered into a certain Agreement and Declaration of
Trust known as the Connecticut Natural Gas Corporation Employee Benefit
Trust; and
WHEREAS, the parties reserved the right to amend the Agreement in
Section 8.7 thereof; and
WHEREAS, the Grantor wishes to amend the Agreement in the particulars
set forth below;
NOW, THEREFORE, the Grantor and the Trustee agree as follows:
1. Section 1.2 of the Agreement is amended to read as follows:
"1.2 Purpose of Trust. The purpose of the Trust is to
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provide certain medical and life insurance benefits to current non-
union retirees (and prospective non-union retirees, upon retirement),
and their dependents or beneficiaries, under the Connecticut Natural
Gas Corporation Group Insured Plan, in the event of death, illness, or
expenses for various types of medical care and treatment; and
accordingly, the purpose of the Trust is not to provide benefits for
active employees."
2. Section 1.4 of the Agreement is amended to read as follows:
"1.4 Participating Employees. The term "Participating
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Employee," as used herein, shall mean any retiree previously employed
by a Participating Employer who is within a classification of
retirees covered by the Plan of Benefits; provided, that no such
classification may be selected by a Participating Employer which will
have the effect, in operation, of restricting eligibility for
benefits, or of providing a disproportionate amount of benefits, to
officers, shareholders or to former employees of such Participating
Employer who are "highly compensated" individuals within the meaning
of Section 505 of the Internal Revenue Code of 1986, as amended."
3. Section 1.6 is amended to read as follows:
"1.6 Plan of Benefits. The term "Plan of Benefits"
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shall mean the Connecticut Natural Gas Corporation Group Insured Plan
as it relates to non-union retirees; it being the intent of the
Grantor that this Trust shall be utilized to provide certain medical
and life insurance benefits to non-union retirees (and prospective
non-union retirees, upon retirement) and their dependents and
beneficiaries under the Connecticut Natural Gas Corporation Group
Insured Plan. The Plan of Benefits shall be established and
maintained as, and in conformity with the requirements of, the
Employee Retirement Income Security Act of 1974 for employee welfare
benefit plans as defined in Section 3(1) of that Act. The Plan of
Benefits shall not include any benefit to be provided hereunder which
is not a life, sick, accident or other benefit appropriate for
provision by a voluntary employees' beneficiary association pursuant
to Section 501(c)(9) of the Internal Revenue Code and regulations
thereunder. Furthermore, the Plan of Benefits shall not have the
effect, in operation, of discriminating in favor of officers,
shareholders or individuals who are "highly compensated" employees or
former employees of such Participating Employer within the meaning of
Section 505 of the Internal Revenue Code of 1986, as amended. The
Plan of Benefits provided hereunder is summarized in Exhibit A."
4. The following new Section 1.9 is added to the Agreement:
"1.9 "Employee". The term "Employee" shall mean any
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person who is or was employed by a Participating Employer."
5. Paragraph (c) of Section 2.6 is deleted.
6. Section 7.1 is amended by the deletion of the word "Schedule" and
the substitution of the word "Exhibit" in lieu thereof.
7. Exhibit A attached to the Agreement is replaced by Exhibit A
attached to this Amendment.
8. Except as hereinabove modified and amended, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the Grantor and the Trustee have caused their
corporate hands and seals to be hereunto affixed as of the date first above
written.
Attest: CONNECTICUT NATURAL GAS CORPORATION
Mark W. Dudzik By Frank H. Livingston
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Its Vice President
Attest: FLEET BANK, N.A.
Debbi-Sue Clark By Ronald J. Gaylord
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Its Assistant Vice President
EXHIBIT A
TO
CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE BENEFIT TRUST
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PLAN OF BENEFITS
This is an amended version of Exhibit A to the Connecticut Natural
Gas Corporation Employee Benefit Trust originally executed December 28,
1987.
The Participating Employers shall fund a portion of their liability
for post-retirement medical and life insurance benefits for current non-
union retirees and prospective non-union retirees under the Connecticut
Natural Gas Corporation Group Insured Plan through the Fund created
hereunder, in accordance with such plan and the group insurance policies
issued thereunder.
CONNECTICUT NATURAL GAS CORPORATION
BY Frank H. Livingston
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Its Vice President
Date: