=========================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A AMENDMENT NO. 1 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1998 ------------------ OR, ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- ------------------ Commission file number 1-12859 ------- CTG Resources, Inc. --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Connecticut 06-1466463 --------------------------------------- ---------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Columbus Blvd. P.O. Box 1500 Hartford, Connecticut 06144-1500 --------------------------------------- ---------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (860) 727-3010 --------------- The purpose of this amendment is to file as exhibits to Form 10-K the information required by Form 11-K with respect to the CTG Resouces, Inc. Employee Savings Plan and Union Employee Savings Plan for the fiscal year ending December 31, 1998. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. CTG RESOURCES, INC. ----------------------------------- (Registrant) Date June 29, 1999 S/ Andrew H. Johnson ---------------- ---------------------------------- Andrew H. Johnson Treasurer and Chief Accounting Officer (On behalf of the registrant and as Chief Accounting Officer) PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ------------------------------------------------------------------------- (a) 1. Financial Statements: -------------------- The consolidated balance sheets, statements of income, statements of cash flows, statements of capitalization and statements of common stock equity, together with the notes to the financial statements and report thereon of Arthur Andersen LLP dated October 27, 1998, are included in Part II, Item 8 herein. 2. Financial Statement Schedules: ----------------------------- The following financial statement schedules included herein under Item 14(d) are filed as part of this report. II Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 30, 1998, 1997 and 1996 Schedules I, III, IV, and V are not submitted because they are not applicable or the information required to be included therein is contained in the financial statements and footnotes. 3. Exhibits -------- Exhibit Number ------------ 3 Articles of Incorporation and By-Laws (1) Amended and Restated Certificate of Incorporation of the Company, filed as Exhibit 3.2 to the Company's Registration Statement on Form S-4, Amendment No. 1, filed with the Commission on December 27, 1996 (Commission File No. 333- 16297) (2) Amended and Restated By-Laws of the Company, filed as Exhibit No. 3.4 to the Company's Registration Statement on Form S-4, Amendment No. 1, filed with the Commission on December 27, 1996 (Commission File No. 333-16297) 4 Instruments Defining Rights of Security Holders, Including Indentures (1) Indenture of Mortgage and Deed of Trust between The Hartford Gas Company and The First National Bank of Hartford, Trustee dated February 1, 1947, filed as Exhibit No. 2.2 to the Connecticut Natural Gas Corporation's Registration Statement on Form S-7 filed with the Commission on December 8, 1970 (Commission File No. 2-38993) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 4 (2) In addition to the Indenture of Mortgage and Deed of Trust referred to in 4(1) above, there have been sixteen supplemental indentures thereto, all of which have been filed with the Commission as follows: (a) Supplemental indentures 1-9 filed as Exhibit No. 2.2 to the Connecticut Natural Gas Corporation's Registration Statement on Form S-7 filed with the Commission on December 8, 1970 (Commission File No. 2-38993) (b) Tenth Supplemental Indenture filed as Exhibit No. 2.3 to the Connecticut Natural Gas Corporation's Registration Statement on Form S-7 filed with the Commission on March 3, 1972 (Commission File No. 2-43286) (c) Eleventh Supplemental Indenture filed as Exhibit No. V to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1974, filed with the Commission in March, 1975 (Commission File No. 1-7727) (d) Twelfth Supplemental Indenture filed as Exhibit No. 4(h) to the Connecticut Natural Gas Corporation's Registration Statement on Form S-7 filed with the Commission on December 23, 1981 (Commission File No. 2- 75457) (e) Thirteenth Supplemental Indenture filed as Exhibit No. 4 to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1982, filed with the Commission in August, 1982 (Commission File No. 1-7727) (f) Fourteenth Supplemental Indenture filed as Exhibit No. 4(iii) to the Connecticut Natural Gas Corporation's Current Report on Form 8-K, dated August 28, 1986, filed with the Commission in September, 1986 (Commission File No. 1-7727) (g) Fifteenth Supplemental Indenture filed as Exhibit No. 4(iii) to the Connecticut Natural Gas Corporation's Current Report on Form 8-K, dated December 8, 1987, filed with the Commission in December, 1987 (Commission File No. 1-7727) (h) Sixteenth Supplemental Indenture filed as Exhibit No. 4(ii)(h) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 1989, filed with the Commission in November, 1989 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 4 (3) Rights Agreement (including a Form of Certificate of Adoption of Amendment to the Amended and Restated Articles of Incorporation of the Company as Exhibit A thereto, a Form of Right Certificate as Exhibit B thereto and a Summary of Rights to Purchase Preferred Stock as Exhibit C thereto), filed as Exhibit 4.1 to the CTG Resources, Inc.'s Registration Statement on Form 8-A, filed with the Commission on December 1, 1998 (Commission File No.1-12859) 9 Voting Trust Agreement Not applicable 10 Material Contracts Natural Gas Supply, Storage and Transportation ---------------------------------------------- (1) Canadian gas transportation contract (rate schedule CGT-NE) between the Connecticut Natural Gas Corporation and Tennessee, dated December 1, 1987, filed as Exhibit No. 10(xxiii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, filed with the Commission on March 29, 1988 (Commission File No. 1-7727) (2) Gas purchase contract between the Connecticut Natural Gas Corporation and TransCanada Pipelines Limited, dated September 14, 1987, filed as Exhibit No. 10(xxiv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, filed with the Commission on March 29, 1988 (Commission File No. 1-7727) (3) Gas sales agreement between the Connecticut Natural Gas Corporation and Boundary Gas, Inc., dated September 14, 1987, filed as Exhibit No. 10(xxv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1987, filed with the Commission on March 29, 1988 (Commission File No. 1-7727) (4) Precedent Agreement to First Amendment, dated September 14, 1988, to the Gas Sales Agreement between the Connecticut Natural Gas Corporation and Boundary Gas, Inc., dated September 14, 1987, filed as Exhibit No. 10(xxxi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, filed with the Commission March 28, 1990 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (5) First Amendment, dated January 1, 1990, to the Gas Sales Agreement between the Connecticut Natural Gas Corporation and Boundary Gas, Inc., dated September 14, 1987, filed as Exhibit 10(xxxii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, filed with the Commission on March 28, 1990 (Commission File No. 1-7727) (6) Amendment to Phase 2 Gas Sales Agreement, dated August 20, 1997, between the Connecticut Natural Gas Corporation and Boundary Gas, Inc., filed as Exhibit No. 10(108) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (7) Gas Transportation Contract for Firm Reserved Service, dated February 7, 1991, between the Connecticut Natural Gas Corporation and the Iroquois Gas Transmission System, L.P., filed as Exhibit No. 10(xxxvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1-7727) (8) Gas Sales Agreement No. 1, dated February 7, 1991, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(xxxviii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1- 7727) (9) Amendment to ANE Gas Sales Agreement No. 1, dated August 19, 1997, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(106) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (10) Gas Sales Agreement No. 2, dated February 7, 1991, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(xxxix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1- 7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (11) Amendment to ANE Gas Sales Agreement No. 2, dated August 19, 1997, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(107) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (12) Gas Sales Agreement (ProGas), dated February 7, 1991, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(xl) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1-7727) (13) Gas Sales Agreement (ATCOR), dated February 7, 1991, between the Connecticut Natural Gas Corporation and Alberta Northeast Limited, filed as Exhibit No. 10(xli) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1-7727) (14) Gas Sales Agreement (AEC), dated February 7, 1991, between the Connecticut Natural Gas Corporation and Alberta Northeast Gas Limited, filed as Exhibit No. 10(xlii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1-7727) (15) Gas Transportation Contract for Firm Reserved Service, dated October 20, 1992, between the Connecticut Natural Gas Corporation and the Iroquois Gas Transmission System, L.P., filed as Exhibit No. 10(xlvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1992, filed with the Commission on December 23, 1992, (Commission File No. 1-7727) (16) Service Agreement #89102 (Rate Schedule AFT-1), dated June 1, 1993, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(xxxviii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1-7727) (17) Service Agreement #93205 (Rate Schedule AFT-1), dated June 1, 1993, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(xl) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (18) Service Agreement #.6426, dated June 1, 1993, between the Connecticut Natural Gas Corporation and Transcontinental Gas Pipe Line Corporation, filed as Exhibit No. 10(xlv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1-7727) (19) Service Agreement (Rate Schedule FTNN), dated October 1, 1993, between the Connecticut Natural Gas Corporation and CNG Transmission Corporation, filed as Exhibit No. 10(liii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1- 7727) (20) Service Agreement (Rate Schedule GSS), dated November 1, 1993, between the Connecticut Natural Gas Corporation and CNG Transmission Corporation, filed as Exhibit No. 10(liv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1-7727) (21) Gas Storage Contract, dated February 16, 1990, between the Connecticut Natural Gas Corporation and ENDEVCO Industrial Gas Sales Company, filed as Exhibit No. 10(lxix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (22) Service Agreement #86006 (Rate Schedule AFT-1), dated September 1, 1994, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(lxxi) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed with the Commission August 2, 1995 (Commission File No. 1-7727) (23) Service Agreement #93005 (Rate Schedule AFT-1), dated September 1, 1994, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(lxxii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed with the Commission August 2, 1995 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (24) Service Agreement #9B103 (Rate Schedule AFT-1), dated September 1, 1994, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(lxxiii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed with the Commission August 2, 1995 (Commission File No. 1-7727) (25) Service Agreement #9W005 (Rate Schedule AFT-1), dated September 1, 1994, between the Connecticut Natural Gas Corporation and Algonquin Gas Transmission Company, filed as Exhibit No. 10(lxxiv) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed with the Commission August 2, 1995 (Commission File No. 1-7727) (26) Gas Storage Agreement No. 1626 (Rate Schedule FS), dated September 1, 1993, by and between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (27) Gas Transportation Agreement No. 2498 (Rate Schedule FT-A), dated September 1, 1993, by and between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxx) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (28) Gas Transportation Agreement No. 3900 (Rate Schedule FT-A), dated October 1, 1993, by and between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (29) Gas Transportation Agreement No. 3901 (Rate Schedule FT-A), dated October 1, 1993, by and between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (30) Gas Transportation Agreement No. 2075 (Rate Schedule FT-A), dated September 1, 1993, by and between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxiii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (31) Gas Transportation Agreement (FT-A Rate Schedule, Service Package No. 86) dated September 1, 1993, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxxviii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (32) Gas Transportation Agreement (FT-A Rate Schedule, Service Package No. 1625) dated September 1, 1993, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxxix) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (33) Gas Transportation Agreement (FT-A Rate Schedule, Service Package No. 2655) dated September 1, 1993, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(xc) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (34) Gas Storage Contract (Rate Schedule FS, Service Package No. 1626) dated December 1, 1994, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(xciii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (35) Amendment No.1-A to Gas Storage Contract (Rate Schedule FS, Service Package No. 1626) dated July 1, 1995 between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(xciv) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (36) Service Agreement (#N01719, FST Service) dated March 28, 1996 between the Connecticut Natural Gas Corporation and National Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcv) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (37) Amendment No. 1 to Service Agreement (#N01719, FST Service) dated April 1, 1996, between the Connecticut Natural Gas Corporation and National Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcvi) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (38) Service Agreement (#O01718, FSS Service) dated March 28, 1996 between the Connecticut Natural Gas Corporation and National Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcvii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (39) Amendment No. 1 to Service Agreement (#O01718, FSS Service) dated April 1, 1996, between the Connecticut Natural Gas Corporation and National Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcviii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, filed with the Commission July 29, 1996 (Commission File No. 1-7727) (40) Service Agreement (#400507, Rate Schedule FSS-1), dated November 15,1996, between the Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(civ) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (41) Service Agreement (#800424, Rate Schedule CDS), dated November 15, 1996, between the Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(cvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (42) Storage Service Agreement (#300094, Rate Schedule GSS), dated April 1, 1997, between the Connecticut Natural Gas Corporation and CNG Transmission Corporation, filed as Exhibit No. 10(109) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (43) Seasonal Transportation Service Agreement (#200106, Rate Schedule FT), dated April 1, 1997, between the Connecticut Natural Gas Corporation and CNG Transmission Corporation, filed as Exhibit No. 10(110) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (44) Storage Service Agreement (#1623, Rate Schedule SS-NE), dated September 1, 1993, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(111) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (45) Transportation Service Agreement (#1627, Rate Schedule FT-A), dated September 1, 1993, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(112) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (46) Transportation Service Agreement (#10781, Rate Schedule FT- A), dated June 1, 1995, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(113) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (47) Amended Transportation Service Agreement (#10781, Rate Schedule FT-A), dated November 21, 1996, between the Connecticut Natural Gas Corporation and Tennessee Gas Pipeline Company, filed as Exhibit No. 10(114) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (48) Service Agreement (#830035, Rate Schedule FT-1), dated November 15, 1996, between the Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(116) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (49) Service Agreement (#400223, Rate Schedule SS-1), dated November 15, 1996, between the Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(117) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (50) Service Agreement (#800294R, Rate Schedule FT-1), dated May 20, 1998, between Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(128) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (51) Service Agreement (#800295R, Rate Schedule FT-1), dated May 20, 1998, between Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(129) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (52) Service Agreement (#830047, Rate Schedule FT-1), dated May 20, 1998, between Connecticut Natural Gas Corporation and Texas Eastern Transmission Corporation, filed as Exhibit No. 10(130) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ District Heating and Cooling ---------------------------- 10 (53) Steam Supply Agreement between The Hartford Steam Company and Independent Energy Operations, Inc., dated December 3, 1987, filed as Exhibit No. 10(xxv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, filed with the Commission on March 28, 1990 (Commission File No. 1-7727) (54) Steam and Chilled Water Supply Agreement, dated May 28, 1986, between Capitol District Energy Center Cogeneration Associates and Energy Networks, Incorporated, filed as Exhibit No. 10(xxxvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1993, filed with the Commission December 28, 1993 (Commission File No. 1-7727) (55)* Asset Purchase Agreement, dated June 26, 1998, by and among The Hartford Steam Company, CCF-1, Inc. and Kenetech Facilities Management, Inc. (56)* Assignment and Consent, dated June 26, 1998, by and among The Hartford Steam Company, CCF-1, Inc. and The Connecticut Light and Power Company (a) 3. Exhibits (continued) -------- Exhibit Number ------------ Financing --------- 10 (57) Capital Contribution Support Agreement, dated April 15, 1993, among Connecticut Natural Gas Corporation, ENI Transmission Company and Bank of Montreal, filed as Exhibit No. 10(l) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, filed with the Commission on August 3, 1993 (Commission File No. 1-7727) (58) Secured Note Purchase Agreement, dated July 15, 1993, between the CNG Realty Corp. and the Aid Association for Lutherans, filed as Exhibit No. 10(xlix) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, filed with the Commission on August 3, 1993 (Commission File No. 1-7727) (59) Three-year Revolving Credit Agreement between TEN and Fleet National Bank, filed as Exhibit No. 99(B)(2) to the CTG Resources, Inc.'s Issuer Tender Offer Statement on Schedule 13E-4, filed with the Commission on October 2, 1997 (Commission File No. 5-51659) (60) 364-Day Revolving Credit Agreement between and TEN and Fleet National Bank, filed as Exhibit No. 99(B)(3) to the CTG Resources, Inc.'s Issuer Tender Offer Statement on Schedule 13E-4, filed with the Commission on October 2, 1997 (Commission File No. 5-51659) (61)* Reimbursement Agreement (Including Irrevocable Letter of Credit), dated August 1, 1998, between The Energy Network, Inc. and Fleet National Bank (62) Note Purchase Agreement among TEN, Metropolitan Life Insurance Company and Texas Life Insurance Company, filed as Exhibit No. 99(B)(4) to the CTG Resources, Inc.'s Issuer Tender Offer Statement on Schedule 13E-4, filed with the Commission on October 2, 1997 (Commission File No. 5-51659) (63)* Note Purchase Agreement, dated October 14, 1998, between The Energy Network, Inc. and Metropolitan Life Insurance Company (64) Revolving Credit Agreement, dated March 30, 1993, between the Connecticut Natural Gas Corporation and The First National Bank of Boston, filed as Exhibit No. 10(xlviii) to the Connecticut Natural Gas Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, filed with the Commission on May 3, 1993 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (65) First Amendment to Credit Agreement, dated March 30, 1998, among Connecticut Natural Gas Corporation and BankBoston, N.A., filed as Exhibit No. 10(124) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (66) Medium Term Notes, Series A, Placement Agency Agreement among Connecticut Natural Gas Corporation, PaineWebber Incorporated and Smith Barney, Harris Upham & Co. Incorporated, dated November 1, 1991, filed as Exhibit No. 10(xxxix) to the Connecticut Natural Gas Corporation's Transition Report on Form 10-K for the period October 1, 1990 to September 30, 1991, filed with the Commission on December 23, 1991, (Commission File No. 1-7727) (67) Issuing and Paying Agency Agreement between The Connecticut National Bank and Connecticut Natural Gas Corporation, for the Medium Term Notes, Series A, dated November 1, 1991, filed as Exhibit No. 10(xl) to the Connecticut Natural Gas Corporation's Transition Report on Form 10-K for the period October 1, 1990 to September 30, 1991, filed with the Commission on December 23, 1991, (Commission File No. 1-7727) (68) Medium Term Notes, Series B, Placement Agency Agreement among Connecticut Natural Gas Corporation, Smith Barney Inc., and A.G. Edwards & Sons, Inc., dated June 14, 1994, filed as Exhibit No. 10(lxvi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (69) Medium Term Notes, Series B, Amended and Restated Placement Agency Agreement among Connecticut Natural Gas Corporation, PaineWebber Incorporated, and A.G. Edwards & Sons, Inc., dated August 13, 1997, filed as Exhibit No. 10(119) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (70) Issuing and Paying Agency Agreement between Shawmut Bank Connecticut, National Association, and Connecticut Natural Gas Corporation, for Medium Term Notes, Series B, dated June 14, 1994, filed as Exhibit No. 10(lxvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (71) First Amendment to Issuing and Paying Agency Agreement, dated August 13, 1997, filed as Exhibit No. 10(118) to the CTG Resources, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997, filed with the Commission on December 19, 1997 (Commission File No. 1-12859) (72) Forward Equity Purchase Agreement, dated October 1, 1997, between CTG and TEN, filed as Exhibit No. 99(C) to the CTG Resources, Inc.'s Issuer Tender Offer Statement on Schedule 13E-4, filed with the Commission on October 2, 1997 (Commission File No. 5-51659) (73)* First Amendment to the Forward Equity Purchase Agreement, dated October 14, 1998, between CTG Resources, Inc. and The Energy Network, Inc. (a) 3. Exhibits (continued) -------- Exhibit Number ------------ Employment, Compensation and Benefits ------------------------------------- 10 (74) Connecticut Natural Gas Corporation Executive Restricted Stock Plan, filed as Exhibit A to the Connecticut Natural Gas Corporation's definitive proxy statement dated March 26, 1991, filed with the Commission on March 26, 1991 (Commission File No. 1-7727) (75) First Amendment to Connecticut Natural Gas Corporation Executive Restricted Stock Plan, dated March 25, 1997, filed as Exhibit No. 10(cxiv) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (76) Second Amendment to Restricted Stock Agreement (Under the Connecticut Natural Gas Corporation Executive Restricted Stock plan), dated June 27, 1995, filed as Exhibit No. 10(lxxxii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (77) Third Amendment to Restricted Stock Agreement (Under the Connecticut Natural Gas Corporation Executive Restricted Stock plan), dated June 27, 1995, filed as Exhibit No. 10(lxxxiii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (78) Amended and Restated CNG Officers' Retirement Plan, dated June 28, 1994, filed as Exhibit No. 10(liii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (79) Amendment to Connecticut Natural Gas Corporation Officers' Retirement Plan, dated June 27, 1995, filed as Exhibit No. 10(lxxix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (80) Amendment to Connecticut Natural Gas Corporation Officers' Retirement Plan, dated March 25, 1997, filed as Exhibit No. 10(cxii) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (81) Amendment to Connecticut Natural Gas Corporation Officer's Retirement Plan, dated January 27, 1998, filed as Exhibit No. 10(127) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (82) The Connecticut Natural Gas Corporation Officers' Retirement Plan Trust Agreement, dated January 9, 1989, filed as Exhibit No. 10(liv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (83) First Amendment to the Connecticut Natural Gas Corporation Officers' Retirement Plan and Deferred Compensation Plan Trust Agreement, dated August 5, 1993, filed as Exhibit No. 10(lv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (84) Third Amendment to The Connecticut Natural Gas Corporation Officers' Retirement Plan and Deferred Compensation Plan Trust Agreement, dated September 12, 1995, filed as Exhibit No. 10(lxxxi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (85) Fourth Amendment to The Connecticut Natural Gas Corporation Officers Retirement Plan and Deferred Compensation Plan Trust Agreement, dated March 25, 1997, filed as Exhibit No. 10(cxvi) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (86) The Connecticut Natural Gas Corporation Deferred Compensation Plan, as amended, dated January 1, 1993, filed as Exhibit No. 10(lvi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (87) First Amendment to the Connecticut Natural Gas Corporation Deferred Compensation Plan, dated December 2, 1993, filed as Exhibit No. 10(lvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (88) Second Amendment to the Connecticut Natural Gas Corporation Deferred Compensation Plan, dated June 28, 1994, filed as Exhibit No. 10(lviii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (89) Third Amendment to Connecticut Natural Gas Corporation Deferred Compensation Plan, dated June 27, 1995, filed as Exhibit No. 10(lxxx) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (90) Fourth Amendment to Connecticut Natural Gas Corporation Deferred Compensation Plan, dated March 25, 1997, filed as Exhibit No. 10(cxiii) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (91) Agreement and Declaration of Trust, Connecticut Natural Gas Corporation Employee Benefit Trust, dated December 28, 1987, filed as Exhibit No. 10(lix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (92) First Amendment to Agreement and Declaration of Trust, Connecticut Natural Gas Corporation Employee Benefit Trust, Dated December 2, 1993, filed as Exhibit No. 10(lx) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (93) Second Amendment to Agreement and Declaration of Trust, Connecticut Natural Gas Corporation Employee Benefit Trust, dated March 25, 1997, filed as Exhibit No. 10(cxvii) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (94) Agreement and Declaration of Trust, Connecticut Natural Gas Corporation Union Employee Benefit Trust, dated December 2, 1993, filed as Exhibit No. 10(lxi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (95) First Amendment to Agreement and Declaration of Trust, Connecticut Natural Gas Corporation Union Employee Benefit Trust, dated January 24, 1995, between the Connecticut Natural Gas Corporation and Fleet Bank, N.A., filed as Exhibit No. 10(xcii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727)10 (96) CNG Annual Incentive Plan, 1994, filed as Exhibit No. 10(lxii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1994, filed with the Commission December 27, 1994 (Commission File No. 1-7727) (97) Second Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated June 27, 1995, filed as Exhibit No. 10(lxxvi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (98) Third Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated October 31, 1995, filed as Exhibit No. 10(xcvi) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (99) Fourth Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated December 19, 1995, filed as Exhibit No. 10(xcvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (100) Fifth Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated February 27, 1996, filed as Exhibit No. 10(xcviii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (101) Sixth Amendment to Connecticut Natural Gas Corporation Employee Savings Plan (As Amended and Restated, Effective as of January 1, 1989), dated May 2, 1997, filed as Exhibit No. 10(cxviii) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (102) Seventh Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated January 27, 1998, filed as Exhibit No. 10.120 to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 4, 1998 (Commission File No. 1-12859) (103) Eighth Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated May 1, 1998, filed as Exhibit No. 10.121 to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 4, 1998 (Commission File No. 1-12859) (104) Ninth Amendment to Connecticut Natural Gas Corporation Employee Savings Plan, dated June 9, 1998, filed as Exhibit No. 10(125) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (105) Connecticut Natural Gas Corporation Employee Savings Plan Trust Agreement, including amendments thereto, filed as exhibit 4(ii) to the Connecticut Natural Gas Corporation Employee Savings Plan Registration Statement on Form S-8, filed with the Commission on July 20, 1994 (Commission File No. 33-54643) (106) First Amendment to Connecticut Natural Gas Corporation Employee Savings Plan Trust Agreement, dated March 25, 1997, filed as Exhibit No. 10(cx) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (107) Second Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated January 24, 1995, filed as Exhibit No. 10(lxxvii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (108) Third Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated June 27, 1995, filed as Exhibit No. 10(lxxviii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (109) Fourth Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated October 31, 1995, filed as Exhibit No. 10(xcix) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (110) Fifth Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated December 19, 1995, filed as Exhibit No. 10(c) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (111) Sixth Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated February 27, 1996, filed as Exhibit No. 10(ci) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (112) Seventh Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan (As Amended and Restated, Effective as of January 1, 1989), dated May 2, 1997, filed as Exhibit No. 10(cxix) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (113) Eighth Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated January 27, 1998, filed as Exhibit No. 10.122 to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 4, 1998 (Commission File No. 1-12859) (114) Ninth Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan, dated June 9, 1998, filed as Exhibit No. 10(126) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed with the Commission on August 14, 1998 (Commission File No. 1-12859) (115) Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement, including amendments thereto, filed as exhibit 4(ii) to the Connecticut Natural Gas Corporation Union Employee Savings Plan Registration Statement on Form S- 8, filed with the Commission on July 20, 1994 (Commission File No. 33-54653) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (116) First Amendment to Connecticut Natural Gas Corporation Union Employee Savings Plan Trust Agreement, dated March 25, 1997, filed as Exhibit No. 10(cxi) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (117) Amended and Restated CNG Nonemployee Directors' Fee Plan, dated September 29, 1995, filed as Exhibit No. 10(lxxxiv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1- 7727) (118) CNG Nonemployee Directors' Fee Plan, dated October 1, 1996, filed as Exhibit No. 10(xciii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (119) First Amendment to CNG Nonemployee Directors' Fee Plan, dated May 2, 1997, filed as Exhibit No. 10(cxxx) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (120) Second Amendment to CNG Nonemployee Directors' Fee Plan, dated March 24, 1998, filed as Exhibit No. 10.123 to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, filed with the Commission on May 4, 1998 (Commission File No. 1-12859) (121) CNG Nonemployee Directors' Fee Plan Trust Agreement, by and between the Connecticut Natural Gas Corporation and Fleet Bank, N.A., dated September 28, 1995, filed as Exhibit No. 10(lxxxv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1995, filed with the Commission December 18, 1995 (Commission File No. 1-7727) (122) First Amendment to CNG Nonemployee Directors' Fee Plan Trust Agreement, dated October 1, 1996, between the Connecticut Natural Gas Corporation and Putnam Fiduciary Trust Company, filed as Exhibit No. 10(xciv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (a) 3. Exhibits (continued) -------- Exhibit Number ------------ 10 (123) Second Amendment to CNG Nonemployee Directors' Fee Plan Trust Agreement, dated October 1, 1996, between the Connecticut Natural Gas Corporation and Putnam Fiduciary Trust Company, filed as Exhibit No. 10(xcv) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1-7727) (124) Third Amendment to CNG Nonemployee Directors' Fee Plan Trust Agreement, dated March 25, 1997, filed as Exhibit No. 10(cxv) to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, filed with the Commission on August 14, 1997 (Commission File No. 1-12859) (125) Settlement Agreement and Release of All Claims between Connecticut Natural Gas Corporation and Harry Kraiza, Jr., dated September 25, 1996, filed as Exhibit No. 10(cii) to the Connecticut Natural Gas Corporation's Annual Report on Form 10-K for the fiscal year ended September 30, 1996, filed with the Commission on December 19, 1996 (Commission File No. 1- 7727) 11* Computation of Consolidated Primary and Fully Diluted Earnings Per Share 12 Computation of Ratios Not applicable 13 Annual Report to Stockholders for the Fiscal Year Ended September 30, 1998 Not applicable 16 Letter Regarding Change in Certifying Accountant Not applicable 18 Letter Regarding Change in Accounting Principles Not applicable 21* Subsidiaries of the Registrant 22 Published Report Regarding Matters Submitted to Vote of Security Holders None 23* Consent of Independent Public Accountants 24* Power of Attorney 27* Financial Data Schedule (a) 3. Exhibits (concluded) -------- Exhibit Number ------------ 28 Information from Reports Furnished to State Insurance Regulatory Authorities Not applicable 99 Additional Exhibits (1)* Exhibit Index 99 (2)* Information required by Form 11-K with respect to the Connecticut Natural Gas Corporation Employee Savings Plan for the fiscal year ending December 31, 1998 (3)* Information required by Form 11-K with respect to the Connecticut Natural Gas Corporation Union Employee Savings Plan for the fiscal year ending December 31, 1998 * All exhibits listed above which have an asterisk (*) next to the exhibit number are filed herewith. All other exhibits listed above which have previously been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, and which were designated as noted above and have not been amended, are hereby incorporated by reference. (b) Reports on Form 8-K ------------------- There were no current reports filed on Form 8-K during the last quarter of fiscal 1998.