SECOND AMENDMENT TO
                       CNG NONEMPLOYEE DIRECTORS  FEE PLAN
                                         
        The CNG Nonemployee Directors  Fee Plan, as amended and restated

   effective October 1, 1996, and as subsequently amended by a First Amendment

   thereto, is hereby further amended as follows:

        1.   The following new subparagraph (e) is added to paragraph 3:

                     (e) Effective April 1, 1998, any Director of the Company,
                    by giving notice to the Secretary of the Company, may elect
                    to defer all or a portion of the payment of that portion of
                    the Director s annual fees which are payable in CTG Common
                    Stock, which he will earn subsequent to the date on which
                    such notice is given.  Such election may be revoked by the
                    Director giving written notice to the Secretary as to such
                    fees payable in CTG Common Stock earned subsequent to such
                    revocation.  In the event that a Director of the Company
                    defers all or a portion of the payment of such fees payable
                    in CTG Common Stock, then a separate subaccount shall be
                    established under Account B for such Director relating to
                    such deferrals.  Such deferrals shall be deemed to be
                    invested in CTG Common Stock, and any deemed dividends shall
                    be deemed to purchase additional shares thereof.  The
                    payment of such subaccount shall be in accordance with the
                    election of the Director specifying the terms and conditions
                    for the payment of deferred fees generally. 
           
               2.   Except as hereinabove modified and amended, the Directors 

          Fee Plan, as amended, shall remain in full force and effect.

               IN WITNESS WHEREOF, Connecticut Natural Gas Corporation hereby

          executes this Second Amendment this 24th day of March, 1998.



          Witness:                         CONNECTICUT NATURAL GAS CORPORATION



          Erin Dombkowski                  By:  R. L. Babcock
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