August 3, 1999


EnergyNorth Natural Gas Inc.
1260 Elm Street
Manchester, NH  03105-0329

Attention: Mr. Donald E. Carroll via facsimile: (603) 623-4644

RE: CONTRACT RESTRUCTURING LETTER AGREEMENT

Dear Don:

     This Contract Restructuring Letter Agreement ("Letter
Agreement") is entered into by and between Tennessee Gas
Pipeline Company ("Tennessee"), and EnergyNorth Natural Gas
Inc. ("EnergyNorth").  Whereas, Tennessee and EnergyNorth
(being hereinafter individually referred to as a "Party" and
collectively referred to as the "Parties"), have agreed upon
the terms and conditions under which to extend and amend
certain Firm Transportation and Storage Service Agreements
("Firm Agreement(s)") to restructure the firm services
received by EnergyNorth from Tennessee (hereinafter referred
to as "Contract Restructuring"), the Parties wish to proceed
with the Contract Restructuring based on the following terms
and principles subject to the execution and regulatory
approval of final agreements effectuating the provisions
described herein:

1.   FT-A Transportation Agreement No. 8587 ("K #8587")

     (a)  EnergyNorth shall elect to extend a Transportation
          Quantity ("TQ") of 25,407 Dth/d (i.e., 100% of the
          currently existing Maximum Daily Quantity) of K
          #8587 pursuant to Article III, Section 10.5 of the
          General Terms and Conditions of Tennessee's FERC
          Gas Tariff for a period of three years such that
          the subsequent expiration date of K #8587 is
          October 31, 2003.  This extension shall constitute
          the Primary Extended Term as outlined in Section
          10.5.

     (b)  Subject to EnergyNorth's election to extend the
          Firm Agreement as described in Section 1(a) and
          participation in an open season to change primary
          points in accordance with Article XXVIII, Section
          5.7 of the General Terms and Conditions of
          Tennessee's FERC Gas Tariff, Tennessee shall allow
          EnergyNorth to amend K #8587 to effectuate a
          change in primary receipt points from meters
          located in Zones 00, 0L, and 01 to meter number 07-
          0018, Tennessee's Northern Storage Withdrawal
          (located in Tennessee's Zone 4) to be effective on
          November 1, 1999;




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          provided, however, EnergyNorth's rights shall be
          limited to 3,811 Dth/d (i.e., 15% of the TQ).
          The reduction of primary firm receipt meter TQ
          by 3,811 Dth/d from the current primary receipt
          points in Zones 00, 0L, and 01 shall be implemented
          pro rata across K #8587.  Thus, the currently
          existing Zones 00, 0L and 01 primary receipt points
          on K #8587 shall each be reduced by 15% and meter
          number 07-0018 shall be increased by the like
          quantity so that the receipt quantity of K #8587
          is thereby preserved.

     (c)  Subject to EnergyNorth's successful primary
          receipt point amendment as described in Section
          1(b), EnergyNorth shall remit a cash payment to
          Tennessee no later than November 1, 1999 which
          shall be equivalent to 60% of the applicable Base
          Reservation Rates for a one year period
          apportioned as follows:

               Zone 00 - Zone 04 1,242 Dth/d
               Zone 0L - Zone 04 2,476 Dth/d
               Zone 01 - Zone 04    93 Dth/d

     d)   Subject to EnergyNorth's compliance with Sections 1(a),
          (b) and (c), for the period commencing on November 1, 1999
          and extending through the Primary Extended Term, EnergyNorth
          shall pay a negotiated rate for service under K #8587
          comprised of the following:  (1)  Tennessee's Base
          Reservation Rate effective as of November 1, 1999; and (2)
          Tennessee's Base Commodity Rate effective as of November 1,
          1999.  In addition, EnergyNorth shall pay all then-effective
          surcharges and applicable fuel (The rates are therefore
          fixed, but the surcharges and fuel charges are not).  During
          the period defined above, this Letter Agreement shall be the
          sole agreement between the Parties affecting the rates.

2.   FT-A Transportation Agreement No. 632 ("K #632")

     (a)  EnergyNorth shall elect to extend a TQ of 15,265
          Dth/d (i.e., 100% of the currently existing
          Maximum Daily Quantity) of K #632 pursuant to
          Article III, Section 10.5 of the General Terms and
          Conditions of Tennessee's FERC Gas Tariff for a
          period of four years such that the subsequent
          expiration date of K #632 is October 31, 2004.
          This extension shall constitute the Primary
          Extended Term as outlined in Section 10.5.

     (b)  Subject to EnergyNorth's compliance with Section
          2(a), for the period commencing on November 1,
          1999 and extending through the Primary Extended
          Term, EnergyNorth shall pay a negotiated rate for
          service under K #632 comprised of the following:
          (1)  Tennessee's Base Reservation Rate effective
          as of November 1, 1999; and (2)  Tennessee's Base




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          Commodity Rate effective as of November 1, 1999.
          In addition, EnergyNorth shall pay all then-
          effective surcharges and applicable fuel (The
          rates are therefore fixed, but the surcharges and
          fuel charges are not).  During the period defined
          above, this Letter Agreement shall be the sole
          agreement between the Parties affecting the rates.

3.   FS-MA Firm Storage Agreement No. 523 ("K #523")

     (a)  EnergyNorth shall elect to extend 100% of the
          currently existing Maximum Storage Quantity
          ("MSQ") of K #523 pursuant to Article III, Section
          10.5 of the General Terms and Conditions of
          Tennessee's FERC Gas Tariff for a period of four
          years such that the subsequent expiration date of
          K #523 is October 31, 2004.  This extension shall
          constitute the Primary Extended Term as outlined
          in Section 10.5.  Unless otherwise expressly
          agreed by Tennessee, EnergyNorth's currently
          existing Maximum Daily Injection Quantity, Maximum
          Daily Withdrawal Quantity and ratchet levels under
          K #523 shall remain in effect through the Primary
          Extended Term.

     (b)  Subject to EnergyNorth's compliance with Section
          3(a), for the period commencing on November 1,
          1999 and extending through the Primary Extended
          Term, EnergyNorth shall pay a negotiated rate for
          service under K #523 comprised of the following:
          (1)  Tennessee's Tariff Rate effective as of
          November 1, 1999 for deliverability, space,
          injection, withdrawal and overrun.  In addition,
          EnergyNorth shall pay all then-effective
          surcharges and applicable fuel (The rates are
          therefore fixed, but the surcharges and fuel
          charges are not).

4.   Letter Agreement

     (a)  This Letter Agreement shall be treated as
          confidential and the Parties agree not to disclose
          any information concerning this Letter Agreement
          including, without limitation, the existence of
          this Letter Agreement without the prior written
          consent of the other Party except to employees,
          consultants, agents and advisors who must be aware
          of the Letter Agreement to perform the Party's
          obligations hereunder if these persons have agreed
          to be bound by the Parties' confidentiality
          obligations; provided, however, either Party may
          disclose the terms of this Letter Agreement if:
          one, such disclosure is required in a judicial or
          administrative process in connection with any
          action, suit, proceeding, investigation, audit or
          claim or otherwise by applicable law and two, the
          Party requests confidential treatment of the
          disclosure in the judicial or administrative
          process.




 <PAGE>




     (b)  Notwithstanding anything herein to the contrary,
          this Letter Agreement and the execution of any
          agreements to effectuate the arrangements proposed
          in this Letter Agreement shall be in accordance
          with and subject to the terms of Tennessee's FERC
          Gas Tariff and to all valid laws, orders, rules
          and regulations of duly constituted authorities
          having jurisdiction as amended from time to time
          and to the receipt and acceptance of all
          regulatory authorizations necessary on terms
          acceptable to Tennessee; provided further, if the
          regulatory authorizations are not received in time
          to implement all of the terms of this Letter
          Agreement by November 1, 1999, Tennessee shall
          have the right to terminate this Letter Agreement
          at any time prior to November 1, 1999.

     (c)  EnergyNorth and Tennessee agree to cooperate in
          the preparation and filing of all necessary
          applications for authorizations and to support
          such filings in their entirety to effectuate the
          arrangements proposed in this Letter Agreement.

     (d)  If either Party is deprived of any right or
          benefit that is the subject matter of this Letter
          Agreement, and if the deprivation is not caused by
          the action or inaction of the deprived Party
          (including any actions required to perform a
          condition precedent) then this Letter Agreement
          shall be and is terminated ab initio, and any
          other agreements entered into to effectuate the
          provisions of this Letter Agreement shall be
          deemed null and void.  To the extent any benefits
          have been extended, one Party to the other, prior
          to the termination, then the recipient of those
          benefits shall return them to the other Party so
          that the Parties will be returned to a position
          equal to that as if this Letter Agreement had
          never been executed.

     If this Letter Agreement accurately represents your
understanding of the agreement among Tennessee and
EnergyNorth, please have the appropriate party execute the
facsimile copy of this Letter Agreement and return same to
the undersigned.  Upon execution by Tennessee, I will fax
one (1) fully executed original of the Letter Agreement for
your retention.  If you have any questions, please do not
hesitate to contact me at (713) 420-3627.

                              Sincerely,


                              James R. Eckert
                              Account Manager
                              Marketing Northern Accounts




<PAGE>




AGREED TO AND ACCEPTED                  AGREED TO AND ACCEPTED
THIS _____ DAY OF __________, 1999.     THIS _____ DAY OF __________, 1999.
TENNESSEE GAS PIPELINE COMPANY          ENERGYNORTH NATURAL GAS, INC.

By:  _________________________          By: _________________________

Name:  _______________________          Name:  ______________________

Title:  ______________________          Title: _____________________