AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
OFFICERS' RETIREMENT PLAN
THIS AMENDMENT made this 27th day of June, 1995 by CONNECTICUT
NATURAL GAS CORPORATION (the "Company") for the purpose of amending its
Officers' Retirement Plan,
W I T N E S S E T H :
WHEREAS, the Company has adopted and maintains the Officers'
Retirement Plan (the "Plan"); and
WHEREAS, the Company reserved the right to amend the Plan in Section
11 thereof; and
WHEREAS, the Company now wishes to amend the Plan in the following
respects;
NOW, THEREFORE, the Company amends the Plan as follows:
1. Section 8 is amended by the addition of the following sentence
at the end thereof:
"Notwithstanding the preceding sentence, if a Change of Control has
occurred, the benefits payable under this Plan shall be fully vested;
however, the requirements for reduction for years of service less
than fifteen, set forth in Section 8, shall continue to apply."
2. The following new Section 15 is added to the Plan:
"15. CHANGE OF CONTROL.
(a) For purposes of this Plan, a "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 Company (the "Outstanding
Common Stock") or 2) the combined voting power of the then
outstanding voting securities of the Company 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 Company, 2) any
acquisition by the Company, 3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company 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 15; or (ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company'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; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company
(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 Company or all or substantially all of the Company'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 Company 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, providing for such
Business Combination; or (iv) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company.
(b) If a Change of Control has occurred, then each officer
who is participating in this Plan shall be considered to be vested
under the Plan even if the officer terminates employment, voluntarily
or involuntarily, prior to attainment of age sixty (60). In the
event such termination of employment occurs prior to attainment of
age sixty (60), however, benefits shall not commence until the
officer attains age sixty (60); and any offsets to the benefits
provided hereunder for benefits provided under any defined benefit
pension programs shall be calculated assuming that benefits commenced
thereunder at the time the officer attained age sixty (60). If the
officer terminates employment, voluntarily or involuntarily,
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following a Change of Control, and thereafter dies prior to
attainment of age sixty (60), and is survived by a spouse to whom
he/she was married for at least one (1) year at the time of death,
then benefits shall be payable to such surviving spouse in accordance
with the provisions of Section 5(a)(1) hereof, even though such
officer is not then employed by the Corporation; provided that if any
survivor annuity benefits are payable under any defined benefit
pension programs referenced in said Section 5(a)(1), but such
benefits do not commence at the time of the officer's death, then the
value of such future benefits shall offset the benefits otherwise
provided on an actuarially equivalent basis, as determined by
actuaries hired by the Corporation."
3. Section 11 is amended in its entirety as follows:
"11. AMENDMENT AND TERMINATION. (a) Prior to a Change of Control
the benefits payable under this Plan may be terminated by the Board
of Directors of the Corporation at any time, and all the provisions
of the resolution may be amended, modified, suspended or terminated
by the Board of Directors at any time. Prior to a Change of Control,
upon termination, all benefits payable or to be payable under this
Plan shall cease.
(b) After a Change of Control has occurred, this Plan shall
may not be modified or amended in any manner which is adverse to any
officer (or beneficiary or beneficiaries then entitled to receive
benefits, if applicable) unless the signed written consent to such
amendment is obtained from such officer (or beneficiary or
beneficiaries then entitled to receive benefits, if applicable). The
term "officer" shall include any current officer, any former officer
then entitled to receive or receiving benefits, or any former officer
entitled to receive future benefits. After a Change of Control has
occurred, the Plan shall not be terminated until all obligations to
pay benefits under the Plan have been satisfied."
4. Except as hereinabove modified and amended, the Officers'
Retirement Plan, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executed this Amendment on the
date first written above.
CONNECTICUT NATURAL GAS CORPORATION
By Frank H. Livingston
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Its Vice President
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