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
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______________________________
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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:
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