FIFTH 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. The following new Section 7.09 is added to the Plan,
effective March 1, 1996:
"7.09(a) Effective March 1, 1996, the Company
Matching Account shall be divided into two separate
subaccounts, entitled the Company Directed Matching
Contribution Account and the Participant Directed
Matching Contribution Account. Plan Participants
(including terminated Participants, Retirees and
Beneficiaries with Account balances under the Plan)
shall be entitled to direct the investment of the
Participant Directed matching Contribution Account.
The investment options available with respect to the
Participant Directed Matching Contribution Account
shall include CNG Common Stock and the same other
investments available to Participants with respect to
other contributions under the Plan for which investment
direction is available. Participants shall have the
option of reallocating the investment of the
Participant Directed Matching Contribution Account once
per quarter, at the same time as the option is
exercised with respect to the other Accounts under the
Plan for which the Participant has the ability to
direct investments (i.e., the Pre-Tax Account, the
Employee After-Tax Contribution Account, the IRA
Account and the Rollover Account). However, the
Participant may elect separate investment allocation
percentages for the Participant Directed Matching
Contribution Account and for such other Accounts. All
investment elections shall be in increments of 5%.
Unless the Participant elects otherwise, his
Participant Directed Matching Contribution Account
shall continue to be invested in CNG Common Stock.
(b) Periodically, a portion of a
Participant's Company Directed Matching Contribution
Account, all of which is invested in CNG Common Stock,
will be transferred to the Participant Directed
Matching Contribution Account as CNG Common Stock. The
portions of a Participant's Company Directed Matching
Contribution Account which are to be transferred shall
be determined as follows:
(1) Effective March 1, 1996, the total
value of all Company Directed Matching
Contribution Accounts plus all Paysop Transfer
Accounts shall be determined. One-fourth (1/4) of
that amount will be transferred from the Company
Directed Matching Contribution Accounts to the
Participant Directed Matching Contribution
Accounts as CNG Common Stock, on a pro rata basis
based upon the size of the Participants' Company
Directed Matching Contributions Accounts at that
time.
(2) Effective January 1, 1997, the same
approach set forth in subparagraph (1) shall be
taken, with one-third (1/3) of that amount to be
transferred and allocated in accordance with the
approach provided for in subparagraph (1).
(3) Effective January 1, 1998, the same
approach set forth in subparagraph (1) shall be
taken with one-half (1/2) of that amount to be
transferred and allocated in accordance with the
approach provided for in subparagraph (1).
(4) Effective January 1, 1999, all
remaining Company Directed Matching Contribution
Accounts shall be transferred to the Participant
Directed Matching Contribution Accounts.
(c) Effective January 1, 1999, Participants
shall also have the option of directing the investment
of the Paysop Transfer Account. Effective as of that
date, the same investment election applicable with
respect to the Participant Directed Matching
Contribution Account shall apply with respect to the
Paysop Transfer Account.
(d) Effective March 1, 1996, future matching
contributions made to the Plan will be accounted for
under the Participant Directed Matching Contribution
Account and shall be invested in the same manner as the
Participant has directed with respect to future
contributions made to other Accounts under the Plan,
e.g., future contributions to the Pre-Tax Account and
the Employee After-Tax Contribution Account."
2. The following three sentences are added to the end of
paragraphs (a) of Section 10.03:
"Effective January 1, 1996, payments out of all
Accounts under the Plan shall be made in shares of CNG
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common stock or cash, depending on the manner in which
such amounts are invested. A Participant or
Beneficiary may elect, however, to have such amounts
converted to cash or CNG Common Stock, at market value,
prior to such payment. Any such election must be made
prior to the date for which distribution is to be
made."
3. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fifth
Amendment this 19th day of December, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark Dudzik By: R. L. Babcock
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Its Vice President
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