SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CTG RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Connecticut 06-1466463
(State or other Jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
100 Columbus Boulevard
Hartford, Connecticut 06103 06103
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Common Stock, without par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
The Commission is respectfully requested to send copies of all notices,
orders
and communications to:
James P. Bolduc Dwight A. Johnson
Connecticut Natural Gas Murtha, Cullina,
Corporation Richter and Pinney
100 Columbus Boulevard CityPlace I, 185 Asylum Street
Hartford, Connecticut 06103 Hartford, Connecticut 06103 <PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. General Information
(a) CTG Resources, Inc. ("CTG") was organized as a corporation under
the laws of the State of Connecticut on October 31, 1996.
(b) CTG's fiscal year ends on September 30.
Item 2. Transaction of Succession
(a) CTG's predecessor is Connecticut Natural Gas Corporation, a
Connecticut corporation ("CNG"), which had, prior to the transaction
described below, common stock $3.125 par value ("CNG Common Stock"),
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended.
(b) Pursuant to an Agreement and Plan of Exchange, dated as of
December 20, 1996 (the "Exchange Agreement"), by and between CTG and CNG,
each outstanding share of CNG Common Stock was exchanged for one share of
the common stock, without par value, of CTG (the "CTG Common Stock"). Such
transaction is hereinafter referred to as the "Exchange." The Exchange
became effective as of the close of business on March 31, 1997 (the
"Effective Time"). The Exchange took place pursuant to the provisions of
Sections 33-815 through 33-821 of the Connecticut Business Corporations Act
(the "CBCA") and the Exchange Agreement, following the approval thereof by
the Boards of Directors and shareholders of CNG and CTG.
As a result of the Exchange, (i) CTG has issued and outstanding
10,634,496 shares of CTG Common Stock, which are owned by the holders of
shares of CNG Common Stock outstanding immediately prior to the Effective
Time, (ii) CTG is the sole holder of all of the outstanding shares of CNG
Common Stock, and (iii) CTG has become a holding company with CNG as a
subsidiary thereof.
Item 3. Securities to be Registered
With respect to the CTG Common Stock registered hereby:
Number of Shares Presently Authorized by
Amended and Restated Certificate of Incorporation............20,000,000
Number of Shares Presently Issued............................10,634,496
Number of Shares Presently Issued Which Are
Held by or for the Account of the Registrant..........................0
<PAGE>
Item 4. Description of Registrant's Securities to be Registered.
Incorporated by reference is the information contained under the
headings "THE EXCHANGE -- CTG Capital Stock," "THE EXCHANGE -- Comparative
Shareholders' Rights," and "EXHIBIT B -- Proposed Form of Amended and
Restated Certificate of Incorporation of CTG" contained in the
Prospectus/Proxy Statement, dated January 6, 1997, comprising a part of
CTG's Registration Statement on Form S-4, as amended (File No. 333-16297).
Item 5. Financial Statements and Exhibits.
(a) As provided in Instruction (a) of the Instructions to Financial
Statements for Form 8-B, no financial statements are required to be filed
herewith because (i) CTG is a newly formed company and has no material
assets (other than the CNG Common Stock) or liabilities or operating
history, and (ii) the consolidated capital structure and balance sheet of
CTG immediately after the consummation of the Exchange is substantially the
same as that of CNG immediately prior to the consummation of the Exchange.
(b) Exhibits
1.1 The Agreement and Plan of Exchange, dated as of December 20,
1996, by and between CTG and CNG (previously filed and hereby
incorporated by reference to Exhibit A to the
Prospectus/Proxy Statement comprising a part of CTG's
Registration Statement on Form S-4, as amended (File No. 333-
16297)).
2.1 Prospectus/Proxy Statement, dated January 6, 1997 (previously
filed and hereby incorporated by reference to the
Prospectus/Proxy Statement comprising a part of CTG's
Registration Statement on Form S-4, as amended (File No. 333-
16297)).
3.1 Form of Amended and Restated Certificate of Incorporation of
CTG (previously filed and hereby incorporated by reference to
Exhibit B to the Prospectus/Proxy Statement comprising a part
of CTG's Registration Statement on Form S-4, as amended (File
No. 333-16297)).
3.2 Bylaws of CTG (previously filed and hereby incorporated by
reference to Exhibit 3.3 to the registrant's Registration
Statement on Form S-4, as amended (File No. 333-16297)).
3.3 Indenture of Mortgage and Deed of Trust between The Hartford
Gas Company and The First National Bank of Hartford, Trustee
dated February 1, 1947 (previously filed and hereby
incorporated by reference to Exhibit No. 2.2 to CNG's
Registration Statement on Form S-7 filed with the Commission
on December 8, 1970 (Commission File No. 2-38993)).
3.4 Supplemental indentures 1-9 (previously filed and hereby
incorporated by reference to Exhibit No. 2.2 to CNG's
Registration Statement on Form S-7 filed with the Commission
on December 8, 1970 (Commission File No. 2-38993)). <PAGE>
3.5 Tenth Supplemental Indenture (previously filed and
incorporated by reference to Exhibit No. 2.3 to CNG's
Registration Statement on Form S-7 filed with the Commission
on March 3, 1972 (Commission File No. 2-43286)).
3.6 Eleventh Supplemental Indenture (previously filed and
incorporated by reference to Exhibit No. V to CNG'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)).
3.7 Twelfth Supplemental Indenture (previously filed and hereby
incorporated by reference to Exhibit No. 4(h) to CNG's
Registration Statement on Form S-7 filed with the Commission
on December 23, 1981 (Commission File No. 2-75457)).
3.8 Thirteenth Supplemental Indenture (previously filed and
hereby incorporated by reference to Exhibit No. 4 to CNG'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)).
3.9 Fourteenth Supplemental Indenture (previously filed and
hereby incorporated by reference to Exhibit No. 4(iii) to
CNG's Current Report on Form 8-K, dated August 28, 1986,
filed with the Commission in September, 1986 (Commission File
No. 1-7727)).
3.10 Fifteenth Supplemental Indenture (previously filed and hereby
incorporated by reference to Exhibit No. 4(iii) to CNG's
Current Report on Form 8-K, dated December 8, 1987, filed
with the Commission in December, 1987 (Commission File No.
1-7727)).
3.11 Sixteenth Supplemental Indenture (previously filed and hereby
incorporated by reference to Exhibit No. 4(ii)(h) to CNG'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)).
3.12 Underground storage service agreement (rate schedule SS-1)
between CNG and PYEC (previously filed and hereby
incorporated by reference to Exhibit No. 10(vii) to CNG's
Annual Report on Form 10-K for the fiscal year ended December
31, 1981, filed with the Commission on March 30, 1982
(Commission File No. 1-7727)).
3.13 Agreement dated November 1, 1980 between CNG and Robert H.
Willis (previously filed and hereby incorporated by reference
to Exhibit No. 10(j) to CNG's Registration Statement on Form
S-7 filed with the Commission on December 23, 1981
(Commission File No. 2-75457)).
<PAGE>
3.14 Loan Agreement and Amendments thereto between The Hartford
Steam Company and Connecticut National Bank (previously filed
and hereby incorporated by reference to Exhibit No. 10(xxii)
to CNG's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, filed with the Commission on March 31,
1987 (Commission File No. 1-7727)).
3.15 Canadian gas transportation contract (rate schedule CGT-NE)
between CNG and Tennessee, dated December 1, 1987 (previously
filed and hereby incorporated by reference to Exhibit No.
10(xxiii) to CNG'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)).
3.16 Gas purchase contract between CNG and TransCanada Pipelines
Limited, dated September 14, 1987 (previously filed and
hereby incorporated by reference to Exhibit No. 10(xxiv) to
CNG'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)).
3.17 Gas sales agreement between CNG and Boundary Gas, Inc., dated
September 14, 1987 (previously filed and hereby incorporated
by reference to Exhibit No. 10(xxv) to CNG'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)).
3.18 Steam Supply Agreement between The Hartford Steam Company and
Independent Energy Operations, Inc., dated December 3, 1987
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xxv) to CNG'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)).
3.19 Partial Release of Mortgage agreement, dated March 1, 1989,
to the Open-End Mortgage and Security Agreement between The
Hartford Steam Company and The Connecticut National Bank,
dated March 1, 1983 (previously filed and hereby incorporated
by reference to Exhibit No. 10(xxii) to CNG's Annual Report
on Form 10-K for the fiscal year ended December 31, 1986,
filed with the Commission on March 31, 1987 (Commission File
No. 1-7727)).
3.20 Fourth Amendment, dated August 15, 1989, to the open End
Mortgage and Security Agreement between The Hartford Steam
Company and The Connecticut National Bank, dated March 1,
1983 (previously filed and hereby incorporated by reference
to Exhibit No. 10(xxii) to CNG's Annual Report on Form 10-K
for the fiscal year ended December 31, 1986, filed with the
Commission on March 31, 1987 (Commission File No. 1-7727)).
<PAGE>
3.21 Open-End Mortgage and Security Agreement between Energy
Networks, Inc. and The Connecticut National Bank, dated March
1, 1989 (previously filed and hereby incorporated by
reference to Exhibit No. 10(xxviii) to CNG'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)).
3.22 Collateral Assignment of Lease and Rentals, dated March 1,
1989, to the Open-End Mortgage and Security Agreement between
Energy Networks, Inc. and The Connecticut National Bank,
dated March 1, 1989 (previously filed and incorporated by
reference to Exhibit 10(xxix) to CNG'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)).
3.23 Amended and Restated Loan Agreement between The Hartford
Steam Company and The Connecticut National Bank, dated March
31, 1983 (previously filed and hereby incorporated by
reference to Exhibit No. 10(xxx) to CNG'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)).
3.24 Precedent Agreement to First Amendment, dated September 14,
1988, to the Gas Sales Agreement between CNG and Boundary
Gas, Inc., dated September 14, 1987 (previously filed and
hereby incorporated by reference to Exhibit No. 10(xxv) to
CNG' 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)).
3.25 First Amendment, dated January 1, 1990, to the Gas Sales
Agreement between CNG and Boundary Gas, Inc., dated September
14, 1987 (previously filed and hereby incorporated by
reference to Exhibit No. 10(xxv) to CNG'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)).
3.26 Sixth Amendment, dated September 30, 1991, to the Loan
Agreement between The Hartford Steam Company and The
Connecticut National Bank, dated March 1, 1983 (previously
filed and hereby incorporated by reference to Exhibit No.
10(xxii) to CNG's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, filed with the Commission on
March 31, 1987 (Commission File No. 1-7727)).
3.27 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 (previously filed and hereby incorporated by
reference to Exhibit No. 10(xxxix) to CNG'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)). <PAGE>
3.28 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
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xl) to CNG'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)).
3.29 Connecticut Natural Gas Corporation Executive Restricted
Stock Plan (previously filed and hereby incorporated by
reference to Exhibit A to CNG's definitive proxy statement
dated March 26, 1991, filed with the Commission on March 26,
1991 (Commission File No. 1-7727)).
3.30 Gas Transportation Contract for Firm Reserved Service, dated
February 7, 1991, between CNG and the Iroquois Gas
Transmission System, L.P. (previously filed and hereby
incorporated by reference to Exhibit No. 10(xxxvii) to CNG'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)).
3.31 Gas Sales Agreement No. 1, dated February 7, 1991, between
CNG and Alberta Northeast Gas Limited (previously filed and
hereby incorporated by reference to Exhibit No. 10(xxxviii)
to CNG'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)).
3.32 Gas Sales Agreement No. 2, dated February 7, 1991, between
CNG and Alberta Northeast Gas Limited (previously filed and
hereby incorporated by reference to Exhibit No. 10(xxxix) to
CNG'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)).
3.33 Gas Sales Agreement (ProGas), dated February 7, 1991, between
CNG and Alberta Northeast Gas Limited (previously filed and
hereby incorporated by reference to Exhibit No. 10(xl) to
CNG'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)).
3.34 Gas Sales Agreement (ATCOR), dated February 7, 1991, between
CNG and Alberta Northeast Limited (previously filed and
hereby incorporated by reference to Exhibit No. 10(xli) to
CNG'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)).
<PAGE>
3.35 Gas Sales Agreement (AEC), dated February 7, 1991, between
CNG and Alberta Northeast Gas Limited (previously filed and
hereby incorporated by reference to Exhibit No. 10(xlii) to
CNG'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)).
3.36 Gas Transportation Contract for Firm Reserved Service, dated
October 20, 1992, between CNG and the Iroquois Gas
Transmission System, L.P. (previously filed and hereby
incorporated by reference to Exhibit No. 10(xlvii) to CNG'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)).
3.37 Revolving Credit Agreement, dated March 30, 1993, between CNG
and The First National Bank of Boston (previously filed and
hereby incorporated by reference to Exhibit No. 10(xlviii) to
CNG'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)).
3.38 Secured Note Purchase Agreement, dated July 15, 1993, between
the CNG Realty Corp. and the Aid Association for Lutherans
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlix) to CNG'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)).
3.39 Capital Contribution Support Agreement, dated April 15, 1993,
among Connecticut Natural Gas Corporation, ENI Transmission
Company and Bank of Montreal (previously filed and hereby
incorporated by reference to Exhibit No. 10(l) to CNG'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)).
3.40 Steam and Chilled Water Supply Agreement, dated May 28, 1986,
between Capitol District Energy Center Cogeneration
Associates and Energy Networks, Incorporated (previously
filed and hereby incorporated by reference to Exhibit No.
10(xxxvii) to CNG'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)).
3.41 Service Agreement #89102 (Rate Schedule AFT-1), dated June 1,
1993, between CNG and Algonquin Gas Transmission Company
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xxxviii) to CNG'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)).
<PAGE>
3.42 Service Agreement #93205 (Rate Schedule AFT-1), dated June 1,
1993, between CNG and Algonquin Gas Transmission Company
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xl) to CNG'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)).
3.43 Service Agreement #93404 (Rate Schedule AFT-1), dated June 1,
1993, between CNG and Algonquin Gas Transmission Company
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlii) to CNG'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)).
3.44 Service Agreement #.6426, dated June 1, 1993, between CNG and
Transcontinental Gas Pipe Line Corporation (previously filed
and hereby incorporated by reference to Exhibit No. 10(xlv)
to CNG'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)).
3.45 Service Agreement #800380 (Rate Schedule CDS), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlvi) to CNG'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)).
3.46 Service Agreement #800341 (Rate Schedule FT-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlvii) to CNG'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)).
3.47 Service Agreement #800294 (Rate Schedule FT-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlviii) to CNG'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)).
3.48 Service Agreement #800295 (Rate Schedule FT-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xlix) to CNG'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)).
3.49 Service Agreement #400148 (Rate Schedule SS-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(l) to CNG'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).
<PAGE>
3.50 Service Agreement #400149 (Rate Schedule SS-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(li) to CNG'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)).
3.51 Service Agreement #400150 (Rate Schedule SS-1), dated June 1,
1993, between CNG and Texas Eastern Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lii) to CNG'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)).
3.52 Service Agreement (Rate Schedule FTNN), dated October 1,
1993, between CNG and CNG Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(liii) to CNG'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)).
3.53 Service Agreement (Rate Schedule GSS), dated November 1,
1993, between CNG and CNG Transmission Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(liv) to CNG'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)).
3.54 Amended and Restated CNG Officers' Retirement Plan, dated
June 28, 1994 (previously filed and hereby incorporated by
reference to Exhibit No. 10(liii) to CNG'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)).
3.55 The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement, dated January 9, 1989 (previously filed
and hereby incorporated by reference to Exhibit No. 10(liv)
to CNG'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)).
3.56 First Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated August 5, 1993 (previously filed and
hereby incorporated by reference to Exhibit No. 10(lv) to
CNG'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)).
3.57 The Connecticut Natural Gas Corporation Deferred Compensation
Plan, as amended, dated January 1, 1993 (previously filed and
hereby incorporated by reference to Exhibit No. 10(lvi) to
CNG'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)).
<PAGE>
3.58 First Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated December 2, 1993
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lvii) to CNG'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)).
3.59 Second Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 28, 1994 (previously
filed and hereby incorporated by reference to Exhibit No.
10(lviii) to CNG'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)).
3.60 Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Employee Benefit Trust, dated December 28, 1987
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lix) to CNG'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)).
3.61 First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
Dated December 2, 1993 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lx) to CNG'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)).
3.62 Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Union Employee Benefit Trust, dated December 2,
1993 (previously filed and hereby incorporated by reference
to Exhibit No. 10(lxi) to CNG'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)).
3.63 CNG Annual Incentive Plan, 1994 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxii) to CNG'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)).
3.64 Settlement Agreement and Release of All Claims by and between
Connecticut Natural Gas Corporation and Donato P. Lauria,
dated November 29, 1993 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxiii) to CNG'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)).
3.65 Letter of Credit and Reimbursement Agreement by and between
Energy Networks, Inc. and The Bank of Nova Scotia, dated
October 14, 1994 (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxiv) to CNG'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)). <PAGE>
3.66 Second Amended and Restated Loan Agreement by and between The
Hartford Steam Company and Shawmut Bank Connecticut, N.A.,
dated October 28, 1994 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxv) to CNG'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)).
3.67 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 (previously
filed and hereby incorporated by reference to Exhibit No.
10(lxvi) to CNG'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)).
3.68 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 (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxvii) to CNG'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)).
3.69 Service Agreement (EFT Service), dated July 31, 1993, between
CNG and National Fuel Gas Supply Corporation (previously
filed and hereby incorporated by reference to Exhibit No.
10(lxviii) to CNG'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)).
3.70 Gas Storage Contract, dated February 16, 1990, between CNG
and ENDEVCO Industrial Gas Sales Company (previously filed
and hereby incorporated by reference to Exhibit No. 10(lxix)
to CNG'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)).
3.71 Commercial Revolving Credit Agreement by and between Fleet
Bank, National Association, and Energy Networks, Inc., dated
December 21, 1994 (previously filed and hereby incorporated
by reference to Exhibit No. 10(lxx) to CNG's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1994, filed
with the Commission January 31, 1995 (Commission File No.
1-7727)).
3.72 Service Agreement #86006 (Rate Schedule AFT-1), dated
September 1, 1994, between CNG and Algonquin Gas Transmission
Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxi) to CNG'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)).
<PAGE>
3.73 Service Agreement #93005 (Rate Schedule AFT-1), dated
September 1, 1994, between CNG and Algonquin Gas Transmission
Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxii) to CNG'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)).
3.74 Service Agreement #9B103 (Rate Schedule AFT-1), dated
September 1, 1994, between CNG and Algonquin Gas Transmission
Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxiii) to CNG'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)).
3.75 Service Agreement #9W005 (Rate Schedule AFT-1), dated
September 1, 1994, between CNG and Algonquin Gas Transmission
Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxiv) to CNG'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)).
3.76 KBC Energy Services Partnership Agreement, dated June 19,
1995, By and Among Bay State Energy Enterprises, Inc., ENI
Gas Services, Inc., and Koch Energy Alliance Company
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lxxv) to CNG'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)).
3.77 Gas Storage Agreement No. 1626 (Rate Schedule FS), dated
September 1, 1993, by and between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxix) to CNG'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)).
3.78 Gas Transportation Agreement No. 2498 (Rate Schedule FT-A),
dated September 1, 1993, by and between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxx) to CNG'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)).
3.79 Gas Transportation Agreement No. 3900 (Rate Schedule FT-A),
dated October 1, 1993, by and between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxi) to CNG'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)).
<PAGE>
3.80 Gas Transportation Agreement No. 3901 (Rate Schedule FT-A),
dated October 1, 1993, by and between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxii) to CNG'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)).
3.81 Gas Transportation Agreement No. 2075 (Rate Schedule FT-A),
dated September 1, 1993, by and between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxiii) to CNG'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)).
3.82 Second Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated June 27, 1995 (previously filed
and hereby incorporated by reference to Exhibit No. 10(lxxvi)
to CNG'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)).
3.83 Second Amendment to Connecticut Natural Gas Corporation
Union Employee Savings Plan, dated January 24, 1995
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lxxvii) to CNG'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)).
3.84 Third Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated June 27, 1995 (previously filed
and hereby incorporated by reference to Exhibit No
10(lxxviii) to CNG'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)).
3.85 Amendment to Connecticut Natural Gas Corporation Officers'
Retirement Plan, dated June 27, 1995 (previously filed and
hereby incorporated by reference to Exhibit No. 10(lxxix) to
CNG'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)).
3.86 Third Amendment to Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 27, 1995 (previously
filed and hereby incorporated by reference to Exhibit No.
10(lxxx) to CNG'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)).
<PAGE>
3.87 Third Amendment to The Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated September 12, 1995 (previously filed
and hereby incorporated by reference to Exhibit No. 10(lxxxi)
to CNG'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)).
3.88 Second Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxxxii) to CNG'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)).
3.89 Third Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxxxiii) to CNG'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)).
3.90 Amended and Restated CNG Nonemployee Directors' Fee Plan,
dated September 29, 1995 (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxxxiv) to CNG'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)).
3.91 CNG Nonemployee Directors' Fee Plan Trust Agreement, by and
between CNG and Fleet Bank, N.A., dated September 28, 1995
(previously filed and hereby incorporated by reference to
Exhibit No. 10(lxxxv) to CNG'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)).
3.92 HSC Termination Agreement, dated August 1, 1995, among The
Hartford Steam Company, Connecticut Natural Gas Corporation,
Energy Networks, Inc., and Hartford Cogeneration Limited
Partnership (previously filed and hereby incorporated by
reference to Exhibit No. 10(lxxxvi) to CNG'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)).
3.93 Irrevocable Standby Letter of Credit by and between Energy
Networks, Inc. and The Bank of Nova Scotia, dated March 20,
1996 (previously filed and hereby incorporated by reference
to Exhibit No. 10(lxxxvii) to CNG's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996, filed with the
Commission May 1, 1996 (Commission File No. 1-7727)).
<PAGE>
3.94 Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 86) dated September 1, 1993, between CNG and
Tennessee Gas Pipeline Company (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxxxviii) to
CNG'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)).
3.95 Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 1625) dated September 1, 1993, between CNG and
Tennessee Gas Pipeline Company (previously filed and hereby
incorporated by reference to Exhibit No. 10(lxxxix) to CNG'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)).
3.96 Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 2655) dated September 1, 1993, between CNG and
Tennessee Gas Pipeline Company (previously filed and hereby
incorporated by reference to Exhibit No. 10(xc) to CNG'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)).
3.97 Gas Storage Contract (Rate Schedule FS, Service Package No.
1626) dated December 1, 1994, between CNG and Tennessee Gas
Pipeline Company (previously filed and hereby incorporated by
reference to Exhibit No. 10(xciii) to CNG's Quarterly Report
on Form 1O-Q for the quarter ended June 30, 1996, filed with
the Commission July 29, 1996 (Commission File No. 1-7727)).
3.98 Amendment No.1-A to Gas Storage Contract (Rate Schedule FS,
Service Package No. 1626) dated July 1, 1995 between CNG and
Tennessee Gas Pipeline Company (previously filed and hereby
incorporated by reference to Exhibit No. 10(xciv) to CNG'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)).
3.99 Service Agreement (#N01719, FST Service) dated March 28, 1996
between CNG and National Fuel Gas Supply Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xcv) to CNG'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)).
3.100 Amendment No. 1 to Service Agreement (#N01719, FST Service)
dated April 1, 1996, between CNG and National Fuel Gas Supply
Corporation (previously filed and hereby incorporated by
reference to Exhibit No. 10(xcvi) to CNG'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)).
<PAGE>
3.101 Service Agreement (#O01718, FSS Service) dated March 28, 1996
between CNG and National Fuel Gas Supply Corporation
(previously filed and hereby incorporated by reference to
Exhibit No. 10(xcvii) to CNG'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)).
3.102 Amendment No. 1 to Service Agreement (#O01718, FSS Service)
dated April 1, 1996, between CNG and National Fuel Gas Supply
Corporation (previously filed and hereby incorporated by
reference to Exhibit No. 10(xcviii) to CNG'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)).
3.103 First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Union Employee Benefit
Trust, dated January 24, 1995, between CNG and Fleet Bank,
N.A. (previously filed and hereby incorporated by reference
to Exhibit 10(xcii) to CNG's Annual Report on Form 10-K for
the fiscal year ended September 30, 1996, filed with the
Commission December 19, 1996 (Commission File No. 1.7727)).
3.104 CNG Nonemployee Directors' Fee Plan, dated October 1, 1996
(previously filed and hereby incorporated by reference to
Exhibit 10(xciii) to CNG's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996, filed with the
Commission December 19, 1996 (Commission File No. 1.7727)).
3.105 First Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated October 1, 1996, between CNG and Putnam
Fiduciary Trust Company (previously filed and hereby
incorporated by reference to Exhibit 10(xciv) to CNG's Annual
Report on Form 10-K for the fiscal year ended September 30,
1996, filed with the Commission December 19, 1996 (Commission
File No. 1.7727)).
3.106 Second Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated October 1, 1996, between CNG and Putnam
Fiduciary Trust Company (previously filed and hereby
incorporated by reference to Exhibit 10(xcv) to CNG's Annual
Report on Form 10-K for the fiscal year ended September 30,
1996, filed with the Commission December 19, 1996 (Commission
File No. 1.7727)).
3.107 Third Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated October 31, 1995 (previously
filed and hereby incorporated by reference to Exhibit
10(xcvi) to CNG's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Commission
December 19, 1996 (Commission File No. 1.7727)).
3.108 Fourth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated December 19, 1995 (previously
filed and hereby incorporated by reference to Exhibit
10(xcvii) to CNG's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Commission
December 19, 1996 (Commission File No. 1.7727)). <PAGE>
3.109 Fifth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated February 27, 1996 (previously
filed and hereby incorporated by reference to Exhibit
10(xcviii) to CNG's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Commission
December 19, 1996 (Commission File No. 1.7727)).
3.110 Fourth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated October 31, 1995 (previously
filed and hereby incorporated by reference to Exhibit
10(xcvix) to CNG's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996, filed with the Commission
December 19, 1996 (Commission File No. 1.7727)).
3.111 Fifth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated December 19, 1995 (previously
filed and hereby incorporated by reference to Exhibit 10(c)
to CNG's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, filed with the Commission December 19,
1996 (Commission File No. 1.7727)).
3.112 Sixth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated February 27, 1996 (previously
filed and hereby incorporated by reference to Exhibit 10(ci)
to CNG's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, filed with the Commission December 19,
1996 (Commission File No. 1.7727)).
3.113 Settlement Agreement and Release of All Claims between
Connecticut Natural Gas Corporation and Harry Kraiza, Jr.,
dated September 25, 1996 (previously filed and hereby
incorporated by reference to Exhibit 10(cii) to CNG's Annual
Report on Form 10-K for the fiscal year ended September 30,
1996, filed with the Commission December 19, 1996 (Commission
File No. 1.7727)).
3.114 Service Agreement (#93305, Rate Schedule AFT-1), dated June
1, 1993, between CNG and Algonquin Gas Transmission Company
(previously filed and hereby incorporated by reference to
Exhibit 10(ciii) to CNG's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996, filed with the
Commission December 19, 1996 (Commission File No. 1.7727)).
3.115 Service Agreement (#400507, Rate Schedule FSS-1), dated
November 15, 1996, between CNG and Texas Eastern Transmission
Corporation (previously filed and hereby incorporated by
reference to Exhibit 10(civ) to CNG's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, filed with
the Commission December 19, 1996 (Commission File No.
1.7727)).
<PAGE>
3.116 Service Agreement (#412008, Rate Schedule SS-1), dated
November 15, 1996, between CNG and Texas Eastern Transmission
Corporation (previously filed and hereby incorporated by
reference to Exhibit 10(cv) to CNG's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, filed with
the Commission December 19, 1996 (Commission File No.
1.7727)).
3.117 Service Agreement (#800423, Rate Schedule CDS), dated
November 15, 1996, between CNG and Texas Eastern Transmission
Corporation (previously filed and hereby incorporated by
reference to Exhibit 10(cvi) to CNG's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, filed with
the Commission December 19, 1996 (Commission File No.
1.7727)).
3.118 Service Agreement (#800424, Rate Schedule CDS) , dated
November 15, 1996, between CNG and Texas Eastern Transmission
Corporation (previously filed and hereby incorporated by
reference to Exhibit 10(cvii) to CNG's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, filed with
the Commission December 19, 1996 (Commission File No.
1.7727)).
3.119 Form of First Amendment to the CNG Nonemployee Directors' Fee
Plan.*
3.120 Form of Third Amendment to the CNG Nonemployee Directors'
Trust Agreement.*
3.121 Form of Sixth Amendment to the Connecticut Natural Gas
Corporation Employee Savings Plan.*
3.122 Form of Seventh Amendment to the Connecticut Natural Gas
Corporation Union Employee Savings Plan.*
3.123 Form of First Amendment to the Connecticut Natural Gas
Corporation Employee Savings Plan Trust Agreement.*
3.124 Form of First Amendment to the Connecticut Natural Gas
Corporation Union Employee Savings Plan Trust Agreement.*
3.125 Form of Fourth Amendment to the Connecticut Natural Gas
Corporation Deferred Compensation Plan.*
3.126 Form of Fourth Amendment to the Connecticut Natural Gas
Corporation Officers' Retirement Plan and Deferred
Compensation Plan Trust Agreement.*
3.127 Form of Second Amendment to the Agreement and Declaration of
Trust - Connecticut Natural Gas Corporation Employee Benefit
Trust.*
3.128 Form of First Amendment to the Connecticut Natural Gas
Corporation Executive Restricted Stock Plan.*
<PAGE>
3.129 Form of Fourth Amendment to the Connecticut Natual Gas
Corporation Pension Plan.*
3.130 Form of Fifth Amendment to the Connecticut Natural Gas
Corporation Retirement Plan.*
3.131 Form of Fifth Amendment to the Connecticut Natural Gas
Corporation Pension Plan.*
3.132 Form of Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan.*
3.133 Subsidiaries of the Registrant.*
* Filed herewith.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
CTG Resources Inc.
(Registrant)
Date: April 1, 1997 By:/s/ Victor H. Frauenhofer
---------------------------------
Victor H. Frauenhofer
Chairman and Chief Executive
Officer
<PAGE>
EXHIBIT 99.1
Page 1 of 2
CTG RESOURCES, INC.
FORM 8-B
EXHIBIT INDEX
Document
Exhibit Number Description Description
-------------- ----------- -----------
99.1 Exhibit Index EX-99.1
3.119 Form of First Amendment to the CNG
Nonemployee Directors' Fee Plan. EX-3.119
3.120 Form of Third Amendment to the
CNG Nonemployee Directors'
Trust Agreement. EX-3.120
3.121 Form of Sixth Amendment to the
Connecticut Natural Gas Corporation
Employee Savings Plan. EX-3.121
3.122 Form of Seventh Amendment to the
Connecticut Natural Gas Corporation
Union Employee Savings Plan. EX-3.122
3.123 Form of First Amendment to the
Connecticut Natural Gas Corporation
Employee Savings Plan Trust Agreement. EX-3.123
3.124 Form of First Amendment to the
Connecticut Natural Gas Corporation
Union Employee Savings Plan
Trust Agreement. EX-3.124
3.125 Form of Fourth Amendment to the
Connecticut Natural Gas Corporation
Deferred Compensation Plan. EX-3.125
3.126 Form of Fourth Amendment to the
Connecticut Natural Gas Corporation
Officers' Retirement Plan and
Deferred Compensation Plan Trust
Agreement. EX-3.126
3.127 Form of Second Amendment to the
Agreement and Declaration of Trust -
Connecticut Natural Gas Corporation
Employee Benefit Trust. EX-3.127
3.128 Form of First Amendment to the
Connecticut Natural Gas Corporation
Executive Restricted Stock Plan. EX-3.128
<PAGE>
EXHIBIT 99.1
Page 2 of 2
CTG RESOURCES, INC.
FORM 8-B
EXHIBIT INDEX (concluded)
Document
Exhibit Number Description Description
-------------- ----------- -----------
3.129 Form of Fourth Amendment to the
Connecticut Natual Gas Corporation
Pension Plan. EX-3.129
3.130 Form of Fifth Amendment to the
Connecticut Natural Gas Corporation
Retirement Plan. EX-3.130
3.131 Form of Fifth Amendment to the
Connecticut Natural Gas Corporation
Pension Plan. EX-3.131
3.132 Form of Amendment to the Connecticut
Natural Gas Corporation Officers'
Retirement Plan. EX-3.132
3.133 Subsidiaries of the Registrant. EX-3.133
<PAGE>
EXHIBIT 3.119
FIRST AMENDMENT TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
The CNG Nonemployee Directors' Fee Plan, as amended and restated
effective October 1, 1996, is hereby amended as follows:
1. Subparagraph (d) of paragraph 3, subparagraph (c) of paragraph 4,
and subparagraph (g) of paragraph 5 are amended by the deletion of the term
"CNG Common Stock" and substitution of the term "CTG Resources, Inc. Common
Stock" in lieu thereof. This change shall be effective upon the effective
date of the Agreement and Plan of Exchange pursuant to which the outstanding
shares of CNG common stock will be exchanged for shares of the common stock
of CTG Resources, Inc. Nevertheless, Connecticut Natural Gas Corporation
shall continue to be the Company sponsoring and maintaining the Plan.
2. The second sentence of subparagraph (a) of paragraph 3 is amended
to read as follows:
"Such election may be revoked by the Director giving written
notice to the Secretary as to retainer and meeting fees earned
subsequent to such revocation; and if a subsequent election is
made hereunder, that election may be revoked in the same fashion."
3. The following two sentences are added to subparagraph (a) of
paragraph 4, between the first and second sentences thereof:
"If the initial election (or any subsequent election made
hereunder) is revoked, and if the Director wishes to defer future
retainer and meeting fees, the Director, by written notice to the
Secretary, shall make an election specifying the terms and
conditions of the payment of such future fees. There shall be
separate accounting maintained for fees subject to separate
elections hereunder."
4. The purpose of the modifications in 2 and 3 above are to clarify
the operation of the Plan relating to subsequent elections as to retainer
and meeting fees.<PAGE>
5. Except as hereinabove modified and amended, the Directors' Fee
Plan shall remain in full force and effect.
IN WITNESS WHEREOF, Connecticut Natural Gas Corporation hereby executes
this First Amendment this _____ day of ___________, 1997.
Witness: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By_________________________________
Its
2<PAGE>
EXHIBIT 3.120
THIRD AMENDMENT
TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this _____ day of ____________, 1997 by and between
Connecticut Natural Gas Corporation of Hartford, Connecticut ("CNG") and
Putnam Fiduciary Trust Company, a Massachusetts trust company having its
principal office in Boston, Massachusetts ("Trustee");
W I T N E S S E T H :
WHEREAS, by Agreement dated September 28, 1995, CNG and Fleet Bank,
N.A. entered into the CNG Nonemployee Directors' Fee Plan Trust Agreement
(the "Agreement"); and
WHEREAS, Fleet Bank, N.A. has been removed as Trustee and Putnam
Fiduciary Trust Company has been appointed successor Trustee and has
accepted said position of trust; and
WHEREAS, CNG and the Trustee wish to amend the Agreement in the
particulars set forth below; and
WHEREAS, the right to amend the Agreement has been reserved in
Paragraph 10.1 thereof; and
WHEREAS, the Agreement was previously amended by a First and Second
Amendment thereto;
NOW, THEREFORE, CNG and the Trustee hereby agreed to amend the
Agreement as follows:
1. Subparagraph (j) of Paragraph 5.2, as added by the Second
Amendment, is hereby amended by the deletion of the first sentence thereof
and the substitution of the following sentence in lieu thereof:<PAGE>
"The Trustee may invest in securities (including stock or rights
to acquire stock) or obligations issued by CTG Resources, Inc.,
including CTG Resources, Inc. common stock, as directed by CNG."
2. Section 11.1, defining the term "Change of Control, is amended by
the deletion of "CNG" wherever the same shall appear therein and the
substitution of "CTG Resources, Inc." in lieu thereof; and by the addition
of the words "or any related corporation" immediately preceding the words
"or such corporation" set forth in the parenthetical phrase in subsection
(iii)(2) thereof.
3. This amendment shall be effective upon or, in the case of part 2
hereof, following the effective date of the Agreement and Plan of Exchange,
pursuant to which the outstanding shares of CNG common stock will be
exchanged for shares of common stock of CTG Resources, Inc.
4. Except as hereinabove modified and amended, the Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed this ____ day of _______________, 1997.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By_________________________________
Its
STATE OF CONNECTICUT )
: ss. 1997
COUNTY OF )
2<PAGE>
Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation as aforesaid,
signer of the foregoing instrument, and acknowledged the same to be ______
free act and deed as such _______________________ and the free act and deed
of said corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
________ OF ____________ )
: ss. 1997
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Putnam Fiduciary Trust Company, as aforesaid,
signer of the foregoing instrument, and acknowledged the same to be ______
free act and deed as such _______________________ and the free act and deed
of said corporation, before me.
Notary Public
My Commission Expires:
3<PAGE>
EXHIBIT 3.121
SIXTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Employee Savings Plan is hereby
amended as follows:
1. Pursuant to an Agreement and Plan of Exchange, outstanding shares
of CNG Common Stock will be exchanged for shares of the common stock of CTG
Resources, Inc. Each share of CNG Common Stock will be exchanged for one
share of common stock of CTG Resources, Inc. ("CTG"). As of the effective
date of such Agreement and Plan of Exchange, any reference in the Plan
document to "CNG Common Stock" as an investment option under the Plan
(including voting rights relating thereto), and as a distribution option,
shall be deleted and replaced by reference to "CTG Common Stock." This
change from CNG to CTG shall relate solely to the investment of such stock
under the Plan; CNG shall continue to be the Company sponsoring and
maintaining the Plan.
2. The last sentence of Section 2.05A, as added by the Second
Amendment, relating to "Change of Control," is amended by the addition of
the words "or any related corporation" after the words "of the Corporation"
set forth in the parenthetical phrase in subsection (iii)(2) thereof; and by
the deletion of the last sentence thereof and the substitution of the
following sentence in lieu thereof:
"Following the effective date of an Agreement and Plan of
Exchange, pursuant to which outstanding shares of CNG Common Stock
will be exchanged for shares of the common stock of CTG Resources,
Inc., the term 'Corporation,' as used in this Section 2.05A, shall
mean CTG Resources, Inc., or any successor thereto."
3. Except as hereinabove modified and amended, the Amended and
Restated Plan (as amended) shall remain in full force and effect.<PAGE>
IN WITNESS WHEREOF, the Company hereby executes this Sixth Amendment
this _____ day of ___________, 1997.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By:_______________________________
Its
2<PAGE>
EXHIBIT 3.122
SEVENTH 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. Pursuant to an Agreement and Plan of Exchange, outstanding shares
of CNG Common Stock will be exchanged for shares of the common stock of CTG
Resources, Inc. Each share of CNG Common Stock will be exchanged for one
share of common stock of CTG Resources, Inc. ("CTG"). As of the effective
date of such Agreement and Plan of Exchange, any reference in the Plan
document to "CNG Common Stock" as an investment option under the Plan
(including voting rights relating thereto), and as a distribution option,
shall be deleted and replaced by reference to "CTG Common Stock." This
change from CNG to CTG shall relate solely to the investment of such stock
under the Plan; CNG shall continue to be the Company sponsoring and
maintaining the Plan.
2. The last sentence of Section 2.05A, as added by the Third
Amendment, relating to "Change of Control," is amended by the addition of
the words "or any related corporation" after the words "of the Corporation"
set forth in the parenthetical phrase in subsection (iii)(2) thereof; and by
the deletion of the last sentence thereof and the substitution of the
following sentence in lieu thereof:
"Following the effective date of an Agreement and Plan of
Exchange, pursuant to which outstanding shares of CNG Common Stock
will be exchanged for shares of the common stock of CTG Resources,
Inc., the term 'Corporation,' as used in this Section 2.05A, shall
mean CTG Resources, Inc., or any successor thereto."<PAGE>
3. Except as hereinabove modified and amended, the Amended and
Restated Plan (as amended) shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Seventh Amendment
this _____ day of ___________, 1997.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By:_______________________________
Its
2<PAGE>
EXHIBIT 3.123
FIRST AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN TRUST AGREEMENT
This Amendment is made this _____ day of _____________, 1997 by and
between Connecticut Natural Gas Corporation, a corporation organized under
the laws of the State of Connecticut, having its principal office in
Hartford, Connecticut (the "Company") and Putnam Fiduciary Trust Company, a
Massachusetts trust company, having its principal office in Boston,
Massachusetts (the "Trustee");
W I T N E S S E T H :
WHEREAS, by Trust Agreement made as of January 1, 1993, the Company and
the Trustee adopted the Connecticut Natural Gas Corporation Employee Savings
Plan Trust Agreement (the "Trust Agreement"); and
WHEREAS, the parties wish to amend the Trust Agreement in the
particulars set forth below; and
WHEREAS, the Company reserved the right to amend the Trust Agreement in
Section 18 thereof;
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. In accordance with a certain Agreement and Plan of Exchange, the
outstanding shares of Company stock will be exchanged for shares of the
common stock of CTG Resources, Inc. As of the effective date of such
Agreement and Plan of Exchange, each share of Company stock will be
exchanged for one share of common stock of CTG Resources, Inc. Effective as
of said date, any reference to "Company stock" in the Trust Agreement shall
be deemed to refer to stock of CTG Resources, Inc.<PAGE>
2. Except as hereinabove modified and amended, the Trust Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and Trustee hereby execute this
Amendment as of the day and year first above written.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
__________________________ By_________________________________
Its
WITNESS: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By________________________________
Its
2<PAGE>
EXHIBIT 3.124
FIRST AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN TRUST AGREEMENT
This Amendment is made this _____ day of _____________, 1997 by and
between Connecticut Natural Gas Corporation, a corporation organized under
the laws of the State of Connecticut, having its principal office in
Hartford, Connecticut (the "Company") and Putnam Fiduciary Trust Company, a
Massachusetts trust company, having its principal office in Boston,
Massachusetts (the "Trustee");
W I T N E S S E T H :
WHEREAS, by Trust Agreement made as of January 1, 1993, the Company and
the Trustee adopted the Connecticut Natural Gas Corporation Union Employee
Savings Plan Trust Agreement (the "Trust Agreement"); and
WHEREAS, the parties wish to amend the Trust Agreement in the
particulars set forth below; and
WHEREAS, the Company reserved the right to amend the Trust Agreement in
Section 18 thereof;
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. In accordance with a certain Agreement and Plan of Exchange, the
outstanding shares of Company stock will be exchanged for shares of the
common stock of CTG Resources, Inc. As of the effective date of such
Agreement and Plan of Exchange, each share of Company stock will be
exchanged for one share of common stock of CTG Resources, Inc. Effective as
of said date, any reference to "Company stock" in the Trust Agreement shall
be deemed to refer to stock of CTG Resources, Inc.<PAGE>
2. Except as hereinabove modified and amended, the Trust Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the Company and Trustee hereby execute this
Amendment as of the day and year first above written.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
__________________________ By_________________________________
Its
WITNESS: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By________________________________
Its
2<PAGE>
EXHIBIT 3.125
FOURTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
DEFERRED COMPENSATION PLAN
THIS AMENDMENT made this ______ day of ____________, 1997 by
CONNECTICUT NATURAL GAS CORPORATION (the "Company") for the purpose of
amending its Deferred Compensation Plan,
W I T N E S S E T H :
WHEREAS, by Agreement dated December 29, 1992, the Company adopted an
Amended and Restated Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Plan has previously been amended three times; and
WHEREAS, the Company now wishes to amend the Plan in certain additional
respects;
NOW, THEREFORE, the Company amends the Plan as follows:
1. Section 2.3A relating to "Change of Control," as set forth in the
Third Amendment, is amended by the addition of the words "or any related
corporation" after the words "of the Company" set forth in the parenthetical
phrase in subsection (iii)(2) thereof; and by the addition of the following
two sentences at the end thereof:
"As used in this Section 2.3A, the term 'Company' shall mean CTG
Resources, Inc. It is intended that, following the Agreement and
Plan of Exchange referenced in part 5 of this Fourth Amendment,
'Change of Control' shall be determined with reference to CTG
Resources, Inc."
2. Sections 4.4(c) (as set forth in the First Amendment), 5.2 and 5.3
(as amended by the Third Amendment) shall be amended by the deletion of the
terms "Company stock" and "CNG common stock" and substitution of the term
"CTG common stock" in lieu thereof.
3. Section 5.4 shall be amended by the deletion of the term
"Connecticut Natural Gas Corporation Dividend Reinvestment Plan" and the<PAGE>
substitution of the term "CTG Resources, Inc. Dividend Reinvestment Plan" in
lieu thereof.
4. Section 5.5 (as added by the Third Amendment) shall be amended by
the deletion of the term "Stock of the Company" and substitution of the term
"Stock of CTG Resources, Inc." in lieu thereof.
5. This amendment shall be effective upon (or, in the case of part 1
of this Amendment, following) the effective date of the Agreement and Plan
of Exchange, pursuant to which the outstanding shares of CNG common stock
will be exchanged for shares of the common stock of CTG Resources, Inc.
("CTG Common Stock"). Nevertheless, Connecticut Natural Gas Corporation
shall continue to be the Company sponsoring and maintaining the Plan.
6. Except as hereinabove modified and amended, the Deferred
Compensation Plan, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fourth Amendment
this _____ day of ______________, 1997.
Witness: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By ________________________________
Its
-2-<PAGE>
EXHIBIT 3.126
FOURTH AMENDMENT TO
THE CONNECTICUT NATURAL GAS CORPORATION
OFFICERS RETIREMENT PLAN AND
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
THIS AMENDMENT is made and entered into this _____ day of
_________________, 1997, by and between CONNECTICUT NATURAL GAS CORPORATION,
a Connecticut corporation with its principal office in Hartford, Connecticut
(hereinafter referred to as the "Company") and FLEET NATIONAL BANK, a bank
with trust powers having a principal place of business in Hartford,
Connecticut (hereinafter referred to as the "Trustee"),
W I T N E S S E T H:
WHEREAS, by Agreement dated January 9, 1989 (the "Agreement"), the
Company and The Connecticut Bank and Trust Company, N.A. entered into an
Agreement entitled The Connecticut Natural Gas Corporation Officers
Retirement Plan Trust Agreement; and
WHEREAS, Fleet National Bank has succeeded to the trust business of The
Connecticut Bank and Trust Company, N.A., and is currently serving as
Trustee; and
WHEREAS, the parties entered into a First Amendment to the Agreement
dated August 5, 1993 which, among other things, renamed the Agreement; and
WHEREAS, the parties entered into a Second Amendment to the Agreement
dated February 17, 1995; and
WHEREAS, the parties entered into a Third Amendment to the Agreement
dated September 12, 1995; and
WHEREAS, the parties reserved the right to amend the Agreement in
Article X, Section 10.1 thereof, subject to the conditions set forth
therein; and<PAGE>
WHEREAS, the Company wishes to amend the Agreement in the particulars
set forth below;
NOW, THEREFORE, the Company and the Trustee agree as follows:
1. Section 13.1, relating to "Change of Control," as added by the
Third Amendment, is amended by the addition of the words "or any related
corporation" after the words "of the Company" set forth in the parenthetical
phrase in subsection (iii)(2) thereof; and by the addition of the following
two sentences at the end thereof:
"As used in this Section 13.1, the term 'Company' shall mean CTG
Resources, Inc. It is intended that following the Agreement and
Plan of Exchange referenced in part 2 of this Amendment, 'Change
of Control' shall be determined with reference to CTG Resources,
Inc."
2. This amendment shall be effective following the effective date of
the Agreement and Plan of Exchange, pursuant to which the outstanding shares
of CNG common stock will be exchanged for shares of common stock of CTG
Resources, Inc. Nevertheless, Connecticut Natural Gas Corporation shall
continue to be the Company sponsoring and maintaining the Plan.
3. Except as hereinabove modified and amended, the Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be
duly executed and the respective corporate seals to be hereunto affixed as
of the date first above written.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
____________________________ By_______________________________
Its
ATTEST: FLEET NATIONAL BANK
____________________________ By______________________________
2<PAGE>
Its
STATE OF CONNECTICUT )
) ss.
COUNTY OF HARTFORD )
Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation, signer of the
foregoing instrument, and acknowledged the same to be his free act and deed
as such ______________________, and the free act and deed of said
corporation, before me.
________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT )
) ss.
COUNTY OF HARTFORD )
Personally appeared ____________________________________,
______________________ of Fleet National Bank, signer of the foregoing
instrument, and acknowledged the same to be his free act and deed as such
______________________, and the free act and deed of said corporation,
before me.
________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
3<PAGE>
EXHIBIT 3.127
SECOND AMENDMENT TO
AGREEMENT AND DECLARATION OF TRUST
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE BENEFIT TRUST
THIS AMENDMENT is made and entered into this ______ day of
_______________, 1997 by and between CONNECTICUT NATURAL GAS CORPORATION, a
Connecticut corporation with its principal office in Hartford, Connecticut
(hereinafter referred to as the "Grantor") and FLEET NATIONAL BANK, a bank
with trust powers having a principal place of business in Hartford,
Connecticut (hereinafter referred to as the "Trustee"),
W I T N E S S E T H :
WHEREAS, by Agreement dated December 28, 1987 (the "Agreement"), the
Grantor and the Trustee entered into a certain Agreement and Declaration of
Trust known as the Connecticut Natural Gas Corporation Employee Benefit
Trust; and
WHEREAS, the parties reserved the right to amend the Agreement in
Section 8.7 thereof; and
WHEREAS, the Grantor wishes to amend the Agreement in the particulars
set forth below; and
WHEREAS, the Agreement was previously amended by a First Amendment
thereto;
NOW, THEREFORE, the Grantor and the Trustee agree as follows:
1. Section 7.2 is hereby deleted.
2. Except as hereinabove modified and amended, the Agreement shall
remain in full force and effect.<PAGE>
IN WITNESS WHEREOF, the Grantor and the Trustee have caused their
corporate hands and seals to be hereunto affixed as of the date first above
written.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
____________________________ By_______________________________
Its
ATTEST: FLEET NATIONAL BANK
____________________________ By______________________________
Its
STATE OF CONNECTICUT )
: ss. 1997
COUNTY OF HARTFORD )
Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation as aforesaid,
signer of the foregoing instrument, and acknowledged the same to be ______
free act and deed as such _______________________ and the free act and deed
of said corporation, before me.
__________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT )
: ss. 1997
COUNTY OF HARTFORD )
Personally appeared ____________________________________,
______________________ of Fleet National Bank, as aforesaid, signer of the
foregoing instrument, and acknowledged the same to be ______ free act and
deed as such _______________________ and the free act and deed of said
corporation, before me.
_________________________________
Commissioner of the Superior Court
Notary Public
My Commission Expires:
2<PAGE>
EXHIBIT 3.128
FIRST AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
EXECUTIVE RESTRICTED STOCK PLAN
THIS AMENDMENT made this ______ day of _______________, 1997, by the
Connecticut Natural Gas Corporation for the purpose of amending its
Executive Restricted Stock Plan,
W I T N E S S E T H :
WHEREAS, Connecticut Natural Gas Corporation (the "Corporation")
adopted an Executive Restricted Stock Plan (the "Plan") effective October 1,
1990; and
WHEREAS, the Corporation reserved the right to amend the Plan by action
of its Board; and
WHEREAS, pursuant to an Agreement and Plan of Exchange, it is
anticipated that the outstanding shares of CNG Common Stock will be
exchanged for shares of the common stock of CTG Resources, Inc.; and
WHEREAS, such shares will thereafter be considered to be "Shares"
pursuant to this Plan;
NOW, THEREFORE, the Corporation hereby amends the Plan as follows:
1. Paragraph (j) of Section 2 is amended to read as follows:
"(j) 'Shares' means shares of common stock of CTG Resources,
Inc."
2. The first sentence of Paragraph (d) of Section 10 is amended by
the insertion of the words "or cause to be issued" after the word "issue"
wherever the same shall appear therein.
3. This amendment shall be effective upon the effective date of an
Agreement and Plan of Exchange pursuant to which shares of CNG Common Stock
are exchanged for shares of CTG Resources, Inc. Common Stock.<PAGE>
IN WITNESS WHEREOF, the Corporation hereby executes this amendment on
the day and year above written.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
______________________ By__________________________________
Its
-2-<PAGE>
EXHIBIT 3.129
FOURTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION PENSION PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Pension Plan is hereby amended
as follows:
1. Section (5A) of Article I, as added by the Third Amendment,
relating to "Change of Control," is amended by the addition of the words "or
any related corporation" after the words "of the Corporation" set forth in
the parenthetical phrase in subsection (iii)(2) thereof; and by the deletion
of the last sentence thereof and the substitution of the following sentence
in lieu thereof:
"Following the effective date of an Agreement and Plan of
Exchange, pursuant to which outstanding shares of CNG Common Stock
will be exchanged for shares of the common stock of CTG Resources,
Inc., the term 'Corporation,' as used in this Section (5A) of
Article I, shall mean CTG Resources, Inc., or any successor
thereto."
2. Except as hereinabove modified and amended, the Amended and
Restated Plan (as amended) shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fourth Amendment
this _____ day of ___________, 1997.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By:_______________________________
Its<PAGE>
EXHIBIT 3.130
FIFTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION RETIREMENT PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Retirement Plan is hereby
amended as follows:
1. Section (5A) of Article I, as added by the Third Amendment,
relating to "Change of Control," is amended by the addition of the words "or
any related corporation" after the words "of the Corporation" set forth in
the parenthetical phrase in subsection (iii)(2) thereof; and by the deletion
of the last sentence thereof and the substitution of the following sentence
in lieu thereof:
"Following the effective date of an Agreement and Plan of
Exchange, pursuant to which outstanding shares of CNG Common Stock
will be exchanged for shares of the common stock of CTG Resources,
Inc., the term 'Corporation,' as used in this Section (5A) of
Article I, shall mean CTG Resources, Inc., or any successor
thereto."
2. Except as hereinabove modified and amended, the Amended and
Restated Plan (as amended) shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fifth Amendment
this _____ day of ___________, 1997.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By:_______________________________
Its<PAGE>
EXHIBIT 3.131
FIFTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION PENSION PLAN B
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Pension Plan B is hereby
amended as follows:
1. Section (5A) of Article I, as added by the Third Amendment,
relating to "Change of Control," is amended by the addition of the words "or
any related corporation" after the words "of the Corporation" set forth in
the parenthetical phrase in subsection (iii)(2) thereof; and by the deletion
of the last sentence thereof and the substitution of the following sentence
in lieu thereof:
"Following the effective date of an Agreement and Plan of
Exchange, pursuant to which outstanding shares of CNG Common Stock
will be exchanged for shares of the common stock of CTG Resources,
Inc., the term 'Corporation,' as used in this Section (5A) of
Article I, shall mean CTG Resources, Inc., or any successor
thereto."
2. Except as hereinabove modified and amended, the Amended and
Restated Plan (as amended) shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fifth Amendment
this _____ day of ___________, 1997.
WITNESS: CONNECTICUT NATURAL GAS CORPORATION
_________________________ By:_______________________________
Its<PAGE>
EXHIBIT 3.132
AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
OFFICERS' RETIREMENT PLAN
THIS AMENDMENT made this ____ day of _______________, 1997 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 15, relating to "Change of Control," as added by Plan
Amendment dated June 27, 1995, is amended by the addition of the words "or
any related corporation" after the words "of the Company" set forth in the
parenthetical phrase in subsection (iii)(2) thereof; and by the addition of
the following two sentences at the end thereof:
"As used in this Section 15, the term 'Company' shall mean CTG
Resources, Inc. It is intended that following the Agreement and
Plan of Exchange referenced in part 2 of this Amendment, 'Change
of Control' shall be determined with reference to CTG Resources,
Inc."
2. This amendment shall be effective following the effective date of
the Agreement and Plan of Exchange, pursuant to which the outstanding shares
of CNG common stock will be exchanged for shares of common stock of CTG
Resources, Inc. Nevertheless, Connecticut Natural Gas Corporation shall
continue to be the Company sponsoring and maintaining the Plan.<PAGE>
3. 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: ______________________________
Its
-2-<PAGE>
EXHIBIT 3.133
LIST OF SUBSIDIARIES
<TABLE>
<S> <C> <C>
Percentage of
Voting Securities
Incorporated Under Owned By Immediate
Name of Subsidiary Laws of Parent
------------------ ------------------ ------------------
Connecticut Natural Gas Corporation (1) Connecticut 100%
CNG Realty Corp. Connecticut 100%
The Greenwich Gas System, Inc. (2) Connecticut 100%
The Energy Network, Inc.("TEN")(3) Connecticut 100%
The Hartford Steam Company Connecticut 100%
ENServe, Incorporated Connecticut 100%
ENI Gas Services, Inc. Connecticut 100%
TEN Transmission Company Connecticut 100%
</TABLE>
(1) CNG Realty Corp., The Greenwich Gas System, Inc. and The Energy
Network, Inc. are wholly owned subsidiaries of Connecticut Natural Gas
Corporation.
(2) The Greenwich Gas System, Inc.: inactive.
(3) Formerly Energy Networks, Inc. - The Hartford Steam Company, ENServe,
Incorporated, ENI Gas Services, Inc. and TEN Transmission Company,
formerly ENI Transmission Company, are wholly owned subsidiaries of
TEN.
<PAGE>
