First Amendment To Issuing And Paying Agency Agreement

FIRST AMENDMENT TO ISSUING AND PAYING AGENCY AGREEMENT
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This First Amendment to Issuing and Paying Agency Agreement


is made this August 13, 1997 by and among State Street Bank and


Trust Company ("State Street"), a Massachusetts trust company


maintaining an office for purposes of this agreement at 225


Asylum Street, Hartford, Connecticut 06103, Fleet National Bank


("Fleet"), a national banking association maintaining an office


at 777 Main Street, Hartford, Connecticut 06115, and Connecticut


Natural Gas Corporation (the "Company"), a Connecticut corpora-


tion having its principal place of business at 100 Columbus


Boulevard, Hartford, Connecticut 06103.


RECITALS:


A. Fleet, formerly known as Shawmut Bank Connecticut,


National Association, and the Company are parties to an Issuing


and Paying Agency Agreement dated as of June 14, 1994 (the


"Agreement") concerning the Company's Medium-Term Notes,


Series B, in an aggregate principal amount not exceeding U.S.


$75,000,000 (the "Notes").


B. Fleet has sold substantially all of its corporate trust


operations to State Street, effective June 30, 1997.


C. In connection with such sale, Fleet wishes to document


its resignation as Issuing and Paying Agent under the Agreement,


and State Street wishes to be appointed by the Company as the


successor Issuing and Paying Agent under the Agreement.


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D. The Company wishes to accept the resignation of Fleet


and appoint State Street in its stead.


E. The Company, PaineWebber Incorporated and


A.G. Edwards & Sons, Inc. have this date entered into an Amended


and Restated Placement Agency Agreement (the "Amended Placement


Agency Agreement") modifying and replacing the Placement Agency


Agreement concerning (the "Placement Agency Agreement") the Notes


among Smith Barney Inc., A.G. Edwards & Sons, Inc. and the


Company dated June 14, 1994.


F. State Street and the Company wish to amend the Agree-


ment to reflect the substitution of PaineWebber Incorporated for


Smith Barney Inc. and amend the form of the Notes annexed to the


Agreement as Exhibit I to reflect the changes referred to in


these recitals.


G. The parties hereto acknowledge and agree that each


amendment of the Agreement and the Notes set forth below does not


adversely affect the interests of any Holder of any of the Notes.


H. Any capitalized terms not defined herein shall have the


meanings attributed to them in the Agreement and the Notes.


In consideration of the mutual promises hereinafter


contained, Fleet, State Street and the Company hereby covenant


and agree as follows:


1. Fleet hereby resigns as Issuing and Paying Agent under


the Agreement.


2. The Company hereby accepts such resignation and


appoints State Street as the successor Issuing and Paying Agent


under the Agreement.


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3. Fleet and the Company waive any notice requirements


under ...