THIRD 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 is amended by the addition of the following new
Section 2.05A:
"2.05A `Change of Control' shall mean (i) the acquisition by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either 1) the then outstanding shares of common
stock of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"); provided, however,
that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: 1) any acquisition directly
from the Corporation, 2) any acquisition by the Corporation, 3) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation or 4) any acquisition by any corporation pursuant to a
transaction which complies with clauses 1), 2) and 3) of subsection
(iii) of this Section 2.05A; or (ii) Individuals who, as of the date
hereof, constitute the Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board
of Directors; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination
for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors; or (iii) Consummation of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be 2) no Person
(excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of the Corporation or
such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and 3) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or (iv)
Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation. As used in this
Section 2.05A, the term "Corporation" shall mean Connecticut Natural
Gas Corporation or any successor thereto."
2. The following is added to Section 9.03 at the end thereof:
"Notwithstanding the foregoing, effective as of the date of a
Change of Control, as defined in Section 2.05A, each
Participant who is employed by CNG or any of its subsidiaries
on or after the effective date of such Change of Control shall
have a fully vested interest in his Company Matching Account
without regard to the number of years of Continuous Service
completed."
3. Except as hereinabove modified and amended, the Amended and
Restated Plan, as amended, shall remain in full force and effect.
4. This Amendment is effective as of the date it is adopted.
IN WITNESS WHEREOF, the Company hereby executes this Third Amendment
this 27th day of June, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Barbara Z. Rieck By: Frank H. Livingston
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Its Vice President
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