AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION


     This is AMENDMENT NO. 1 dated as of November 4, 1999 (the
"Amendment") to the AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") dated as of July 14, 1999 by and among Eastern
Enterprises (the "Parent"), EE Acquisition Company, Inc., a New
Hampshire corporation ("Merger Sub"), and EnergyNorth, Inc., a
New Hampshire corporation (the "Company").

1. The parties entered into the Agreement to provide for a
   business combination pursuant to which the Company would
   merge with and into Merger Sub.  On the date of this
   Amendment, Parent entered into an Agreement and Plan of
   Merger (the "Parent Merger Agreement") with KeySpan
   Corporation, a New York corporation (the "Parent Acquiror"),
   providing for a business combination (the "Parent Merger")
   pursuant to which ACJ Acquisition LLC, a wholly-owned
   subsidiary of Parent Acquiror and a Massachusetts limited
   liability company, would merge with and into Parent, with
   the Parent as the survivor of the Parent Merger.  The
   purpose of this Amendment is to set forth certain agreements
   by and among Parent, Merger Sub and the Company to amend the
   Agreement as a consequence of the execution and delivery of
   the Parent Merger Agreement by Parent.  Accordingly, Parent,
   Merger Sub and the Company agree as set forth below in this
   Amendment.  Capitalized terms used in this Amendment that
   are not defined herein shall have the respective meanings
   ascribed to them in the Agreement.  Capitalized terms used
   in this Amendment that are not defined in the Agreement
   shall be deemed included in the Agreement with the
   respective meanings ascribed to them in this Amendment.

2. Recital A of the Agreement is hereby amended to read in its
     entirety as follows:

   "A.  Upon the terms and subject to the conditions of this
   Agreement and in accordance with the laws of the State of
   New Hampshire, the Parent and the Company will enter into a
   business combination transaction (the "Merger") pursuant to
   which Merger Sub will merge with and into the Company with
   the Company as the surviving corporation of the Merger or,
   if the Parent Merger Agreement is terminated or has expired
   prior to the Effective Time of the Merger, the Company will
   merge with and into Merger Sub with Merger Sub as the
   surviving corporation of the Merger."

3. Recital E of the Agreement is hereby amended to read in its
   entirety as follows:

   "E.  If the Parent Merger Agreement is terminated prior to
   the Effective Time, the parties intend, by executing this
   Agreement, to adopt a plan of reorganization within the
   meaning of Section 368 of the Internal Revenue Code of 1986,
   as amended (the "Code")."




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4. Article I of the Agreement is hereby amended by inserting
   the following new Section 1.12:

   "1.12     Alternative Merger Structure.
             ----------------------------

   (1) If the Parent Merger Agreement has not been terminated
   prior to the Effective Time, then the Merger shall be
   effected as provided in this Section 1.12 (the "Alternative
   Merger").

   (2) The following provisions shall apply to the Alternative
   Merger:

     (l)  Section 1.1 of this Agreement shall be deemed to
     read in its entirety as follows:

       "1.1 The Merger.  At the Effective Time (as
            ----------
       defined in Section 1.2) and subject to and upon
       the terms and conditions of this Agreement and the
       applicable provisions of New Hampshire law, the
       Merger Sub shall be merged with and into the
       Company, the separate corporate existence of the
       Merger Sub shall cease and the Company shall
       continue as the surviving corporation.  The
       Company as the surviving corporation after the
       Merger is hereinafter sometimes referred to as the
       "Surviving Corporation."

       (2) Sections 1.4(a) and (b) of this Agreement shall be
       deemed to read in their entirety as follows:

           "(a) At the Effective Time, the Articles of
           Incorporation of the Company, as in effect
           immediately prior to the Effective Time, shall be
           the Articles of Incorporation of the Surviving
           Corporation until thereafter amended as provided
           by law and such Articles of Incorporation.
           Subject to the foregoing, the additional effects
           of the Merger shall be as provided in NH RSA
           293-A: 11.06 (the "NHBCA").

           "(b) The Bylaws of the Company, as in effect
           immediately prior to the Effective Time, shall be,
           at the Effective Time, the Bylaws of the Surviving
           Corporation until thereafter amended."

       (3) Section 1.6(a) of this Agreement shall be
       deemed to read in its entirety as follows:

           "(a) Conversion of Company Common Stock.  Each
           share of Common Stock, $1.00 par value, of the
           Company (the "Company Common Stock") issued and
           outstanding immediately prior to the Effective
           Time (other than any shares of Company Common
           Stock to be canceled pursuant to




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           Section 1.6(c)) will be canceled and extinguished
           and automatically converted into the right to
           receive $61.13 in cash, without interest (the
           "Merger Consideration") at the Effective Time."

       (4) Section 1.6(b) of this Agreement shall be
       deemed to be deleted.

       (5) Section 1.6(d) of this Agreement shall be
       deemed to read in its entirety as follows:

           "(d) Capital Stock of Merger Sub.  Each share of
           Common Stock, no par value, of Merger Sub issued
           and outstanding immediately prior to the Effective
           Time shall be converted into and exchanged for one
           validly issued, fully paid and non assessable
           share of Common Stock, $1.00 par value, of the
           Surviving Corporation."

       (6)  Section 1.6(f) of this Agreement shall be deemed
       to be deleted.

       (7)  Section 1.6(g) of this Agreement shall be
       amended to add the following sentence at the end
       thereof:

            "If the Parent Merger shall have closed prior
            to or simultaneously with the Effective Time,
            all options to purchase Company Common Stock
            then outstanding under the EnergyNorth, Inc.
            1998 Stock Option Plan shall be assumed by
            Parent Acquiror pursuant to Section 5.20(b)."

       (8)  Section 1.10 of this Agreement shall be
       deemed to be deleted.

       (9)  The provisions of Sections 5.14, 5.17 and
       5.18 of this Agreement shall not be applicable to the
       Alternative Merger.

      (10)  Section 5.19 of this Agreement shall be
      deemed to read in its entirety as follows:

            "If the Effective Time occurs on a date other
            than the record date for a regular quarterly
            dividend on the Company Common Stock, the
            Company shall, unless prohibited by law,
            declare and establish a record date, set
            aside funds for payment of a dividend and pay
            or cause to be paid a dividend for the period
            commencing on the most recent record date for
            the payment of a regular quarterly dividend
            by the Company on the Company Common Stock
            and ending on the Effective Date (the
            "Partial Period").  The amount of the
            dividend (the "Partial Dividend") per share
            of Company Common




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            Stock for the Partial Period shall equal a
            fraction (x) the numerator of which equals
            (a) $.35, multiplied by (b) the number of days
            comprising the Partial Period and (y) the
            denominator of which is 90."

      (11)  Section 5.20 of this Agreement shall be deemed to
      read in its entirety as follows:

         "5.20 Stock Options and Employee Benefits.

         (1) If the Parent Merger shall not have been closed prior
             to or simultaneously with the Effective Time, then at
             the Effective Time each outstanding option to purchase
             shares of the Company Common Stock (each a "Company Stock
             Option") under the Company Stock Option Plans, whether
             or not exercisable, will be assumed by Parent.  Each
             Company Stock Option so assumed by Parent under this
             Agreement will continue to have, and be subject to, the
             same terms and conditions set forth in the applicable
             Company Stock Option Plan and option agreement immediately
             prior to the Effective Time, except that each Company Stock
             Option will be exercisable for that number of whole shares of
             Parent Common Stock determined by multiplying the number
             of shares of Company Common Stock subject to such Company
             Stock Option by 1.175, at a purchase price per share of
             Parent Common Stock determined by dividing the option
             exercise price per share of Company Common Stock provided
             in such Company Stock Option by 1.175.  The number of
             shares of Parent Common Stock that may be purchased on
             the exercise of such Company Stock Option shall not include
             any fractional shares but shall be rounded down to the next
             lower whole share of Parent Common Stock.  Parent shall take
             all corporate action necessary to reserve for issuance a
             sufficient number of shares of Parent Common Stock for delivery
             upon exercise of options assumed by Parent pursuant to this
             Section 5.20(a).  As soon as practicable after the Effective
             Time, Parent shall deliver to each holder of a Company Stock
             Option an appropriate notice setting forth such holder's rights
             pursuant hereto.  Any Company Stock Options assumed by the
             Parent pursuant to this Section 5.20(a) shall be treated in
             the same manner as other "Company Stock Options" (as defined
             in the Parent Merger Agreement) under Section 7.10 of the
             Parent Merger Agreement.




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         (2) If the Parent Merger shall have been closed prior to or
             simultaneously with the Effective Time, then at the Effective
             Time, each outstanding Company Stock Option under the Company
             Stock Option Plans, whether or not exercisable, will be assumed
             by Parent Acquiror.  Each Company Stock Option so assumed by
             Parent Acquiror under this Agreement will continue to have and be
             subject to, the same terms and conditions set forth in the
             applicable Company Stock Option Plan and option agreement
             immediately prior to the Effective Time, except that each Company
             Stock Option will be exercisable for that number of whole shares
             of Parent Acquiror common stock determined by multiplying the
             number of shares of  Company Common Stock subject to such Company
             Stock Option by a fraction the numerator of which is the product
             of (x) 1.175 times (y) $64.00 and the denominator of which is the
             average closing price per share of Parent Acquiror's common stock
             on the NYSE, as report in The Wall Street Journal, for the 10
             NYSE trading days immediately preceding the Effective Time, at a
             purchase price per share of common stock of Parent Acquiror
             determined by dividing the quotient of (I) such option exercise
             price per share of Company Common Stock provided in such Company
             Stock Option and (II) 1.175 by the quotient of (x) $64.00 and (y)
             the average closing price per share of Parent Acquiror's common
             stock on NYSE, as reported in The Wall Street Journal, for the 10
             NYSE trading days immediately preceding the Effective Time.  The
             number of shares of Parent Acquiror common stock that may be
             purchased on the exercise of such Company Stock Option shall not
             include any fractional shares but shall be rounded down to the
             next lower whole share of Parent Acquiror common stock.  Parent
             Acquiror shall take all corporate action necessary to reserve for
             issuance a sufficient number of shares of Parent Acquiror common
             stock for delivery upon exercise of options assumed by Parent
             Acquiror pursuant to this Section 5.20(b).  As soon as
             practicable after the Effective Time, Parent Acquiror shall
             deliver to each holder of a Company Stock Option an appropriate
             notice setting forth such holder's rights pursuant hereto.

         (3) It is intended that the Company Stock Options assumed by
             Parent under Section 5.20(a) or the Parent Acquiror under Section
             5.20(b) shall qualify following the Effective Time as incentive
             stock options as defined in Section 422 of the Code to the extent
             the Company Stock Options qualified as incentive stock options





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             immediately prior to the Effective Time.  The provisions of this
             Section 5.20 shall be applied consistent with such intent.

         (4) (i) Parent agrees to file a registration statement on Form S-8
             for the shares of Parent Common Stock issuable with respect to
             assumed Company Stock Options, and (ii) Parent Acquiror agrees to
             file a registration statement on Form S-8 for the shares of
             Parent Acquiror common stock issuable with respect to assumed
             Company Stock Options, in each case within 10 business days after
             the Effective Time, and to use its reasonable efforts to maintain
             the effectiveness of such registration statement thereafter for
             so long as any of such options or other rights remain
             outstanding."

      (12)  The conditions set forth in Section 6.1(f)
      and 6.2(c) of this Agreement shall not be applicable to
      the Alternative Merger.

      (13)  All references in this Agreement to the Surviving
      Corporation shall be deemed references to the Company
      as the Surviving Corporation in the Alternative Merger.

      (14)  All references in this Agreement to the
      Merger shall be deemed references to the Alternative
          Merger as provided in this Section 1.12.

      (15)  All other provisions of this Agreement shall
      be deemed amended as appropriate to reflect that the
      Alternative Merger is being effected as the Merger so
      that, among other things, neither the Company nor the
      Parent shall be deemed to have breached its
      representations, warranties or covenants set forth in
      this Agreement solely by reason of effecting the
      Alternative Merger".

5. Section 8.11 of the Agreement is hereby amended to read in
   its entirety as follows:

   "8.11     Assignment.  Except as hereinafter set forth, no
             ----------
   party may assign either this Agreement or any of its rights,
   interests or obligations hereunder without the prior written
   approval of the other parties.  Upon the closing of the
   Parent Merger, the Parent Acquiror agrees to cause Parent to
   consummate the Alternative Merger in accordance with the
   terms and conditions of this Agreement and in such event the
   Parent Acquiror will be a third party beneficiary of this
   Agreement."

6. Parent shall not agree to any amendment or modification of
   Section 7.10 of the Parent Merger Agreement which adversely
   affects holders of Company Stock Options (including the
   rights that they would have as holders of options to
   purchase Parent Common Stock upon the effectuation of
   Section 5.20(a) of the Agreement at the Effective Time)
   without the Company's prior written consent.  If the per
   share merger consideration set forth in




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   the Parent Merger Agreement (the "Parent Merger Consideration")
   or any amendment or modification thereof is increased for any
   reason above $64.00 (including any increase in the "Merger
   Consideration" in the Parent Merger Agreement pursuant to
   the last sentence of Section 2.01(c) of the Parent Merger
   Agreement and disregarding for this purpose the reduction
   set forth in the proviso at the end of such sentence), (i)
   the amounts set forth in Paragraph 4 of this Amendment with
   reference to Section 1.12(b)(iii) of the Agreement (which
   amends Section 1.6(a) of the Agreement) will be increased by
   an amount equal to (x) the per share amount of the increase
   in the Parent Merger Consideration times (y) 0.589 and (ii)
   the amounts set forth in Paragraph 4 of this Amendment with
   reference to the $64.00 amounts in Section 1.12(b)(xi) of
   the Agreement (which adds new Section 5.20(b) of the
   Agreement) will be increased by the full amount of the per
   share increase in the Parent Merger Consideration.

7. Section 5.20(a) of the Agreement shall be amended to delete
   the parenthetical contained in the second sentence thereof.

8. All per share amounts in this Amendment and the exchange
   ratios set forth herein of 1.175 and .589 shall be subject
   to appropriate adjustment in the case of stock splits, stock
   dividends or other similar events affecting the common stock
   of the Company, Parent or the Parent Acquiror, as
   applicable.

9. Section 7.1(b) of this Agreement shall be amended to provide
   for the substitution of the dates March 31, 2001 and
   September 30, 2001 for July 14, 2000 and January 14, 2001,
   respectively.  If the dates set forth in Section 9.01(b) of
   the Parent Merger Agreement are extended, Parent shall
   promptly notify the Company and the Company shall have the
   option of either (x) extending the dates set forth in
   Section 7.1(b) of the Agreement to be coterminous with the
   analogous dates in Section 9.01(b) of the Parent Merger
   Agreement (as so extended) or (y) terminating the Agreement
   pursuant to Section 7.1(b) of the Agreement.

10.If the Parent Merger Agreement has not been terminated prior
   to the Effective Time, Section 1.2 of this Agreement shall
   be amended (x) to provide for the substitution of the words
   "the second business day" for the words "the thirty-fifth
   day" in the third sentence thereof, and (y) to add "but in
   no event sooner than simultaneously with the Closing
   provided for in the Parent Merger Agreement" immediately
   after the second parenthetical thereof.

11.The parties acknowledge that the reference to "Company
   Plans" contained in Section 4.2(f) of the Agreement means
   "Company Stock Plans".

12.Parent and Parent Acquiror represent that they have
   presented the Company with a true copy of the Parent Merger
   Agreement in connection with the execution of this
   Amendment.




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     IN WITNESS WHEREOF, Eastern Enterprises, EE Acquisition
Company, Inc. and EnergyNorth, Inc. have caused this Amendment to
be signed as a sealed instrument by their duly authorized
respective officers, all as of the date first written above.

                                EASTERN ENTERPRISES

                                By:/s/ J. Atwood Ives
                                   --------------------------------------
                                    Chairman and Chief Executive
                                Officer

                                EE ACQUISITION COMPANY, INC.

                                By:/s/ Walter J. Flaherty
                                   --------------------------------------
                                    President

                                ENERGYNORTH, INC.

                                By:/s/ Robert R. Giordano
                                   --------------------------------------
                                    President and Chief Executive Officer


     The undersigned agrees to its obligations set forth in
Sections 5.20 and 8.11 of the Agreement.

                                KEYSPAN CORPORATION

                                By:/s/ Robert B. Catell
                                   --------------------------------------
                                    Chairman and Chief Executive Officer