EXHIBIT 4.4

           UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN

                                 TRUST AGREEMENT

     This  Trust  Agreement  is made as of this  1st day of July,  1996,  by and
between Unitil  Corporation,  a New Hampshire  corporation  having its principal
office in Exeter,  New Hampshire  (the  "Company")  and Putnam  Fiduciary  Trust
Company,  a Massachusetts  trust company having its principal  office in Boston,
Massachusetts (the "Trustee").

WITNESSETH:

1.   Establishment  of Plan.  The Unitil  Corporation  Tax Deferred  Savings and
     Investment  Plan  (the  "Plan")  has been  adopted  by the  Company  and is
     intended to satisfy those  provisions of the Internal Revenue Code of 1986,
     as the same may be  amended  from time to time (the  "Code"),  relating  to
     qualified employer plans.

2.   Creation of Trust. There is hereby established a trust which shall be known
     as the "Unitil Corporation Tax Deferred Savings and Investment Plan Trust."
     The provisions of this Agreement  shall  supersede and take precedence over
     any provision of the Plan which  dealswith  the Trustee's  responsibilities
     and/or  which may  conflict  in any way with the Plan and any later  signed
     amendments  thereto.  All money and such property as shall be acceptable to
     the Trustee as shall from time to time be paid or  delivered to the Trustee
     in its  capacity as such,  all  investments  made  therewith  and  proceeds
     thereof and all earnings and profits  thereon,  less the payments  which at
     the time of reference  shall have been made by the Trustee,  as  authorized
     herein,  are referred to herein as the "Trust." The Trustee  hereby accepts
     the Trust created  hereunder  and agrees to perform the  provisions of this
     Agreement  on its  part to be  performed.  Subject  to the  conditions  and
     limitations  set forth  herein,  the Trustee shall be  responsible  for the
     property  received by it as Trustee,  but shall not be responsible  for the
     administration  of the Plan or for those  assets of the Plan which have not
     been  delivered to and accepted by the Trustee.  The Trustee shall not have
     any  authority or obligation to determine the adequacy of or to enforce the
     collection from the Company of any contribution to the Trust. Certain other
     agreements  and  obligations  between  the  Company  and the Trustee or its
     affiliates  may be set  forth  from  time to time  in a  service  agreement
     between such parties (the "Service Agreement").

     The  establishment  of the Trust  created  by this  Agreement  shall not be
     considered  as giving  any Plan  member or any  other  person  any legal or
     equitable  rights as against the  Company or the  Trustee of the  property,
     whether  corpus or income,  of the Trust unless such right is  specifically
     provided  for in this  Agreement,  the  Plan,  or by law,  nor  shall it be
     considered  as  giving  any Plan  member  or other  employee  the  right to
     continue in the service of the Company.

3.   Purposes.  The Plan and the Trust have been  established  for the exclusive
     benefit  of the  eligible  employees  and  their  beneficiaries.  So far as
     possible this Agreement  shall be interpreted in a manner  consistent  with
     the intention of the Company that the Trust satisfy those provisions of the
     Code relating to qualified  employees'  trusts  exempt from taxation  under
     Section  501(a) of the Code. It is  specifically  intended that the Company
     shall have sole responsibility for maintaining the tax-qualified  status of
     the Plan and




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     Trust.  No  property  of the  Trust or  contributions  made by the  Company
     pursuant  to the terms of the Plan shall  revert to the  Company or be used
     for any purpose  other than  providing  benefits to eligible  employees  or
     their  beneficiaries  and defraying the expenses of the Plan and the Trust,
     except that to the extent provided by the Plan:

     (a)  Upon request of the Company, contributions made to the Plan before the
          issuance of a favorable  determination  letter by the Internal Revenue
          Service  with respect to the initial  qualification  of the Plan under
          Section  401(a) of the Code may be returned to the  contributor,  with
          all attributable earnings,  within one year after the Internal Revenue
          Service refuses in writing to issue such a letter.

     (b)  Any amount  contributed  under the Plan by the Company by a mistake of
          fact as determined by the Company may be returned to the Company, upon
          its request, within one year after its payment to the Trust.

     (c)  Any amount  contributed under the Plan by the Company on the condition
          of its deductibility  under Section 404 of the Code may be returned to
          the  Company,  upon its  request,  within one year after the  Internal
          Revenue Service disallows the deduction in writing.

     (d)  Earnings attributable to contributions  returnable under paragraph (b)
          or  (c)  shall  not  be  returned  to  the  Company,  and  any  losses
          attributable to those contributions shall reduce the amount returned.

4.   Management of Trust. It shall be the duty of the Trustee:

     (a)  to hold and,  subject to the provisions of this  Agreement,  to invest
          and to reinvest the assets of the Trust, and

     (b)  to make payments  therefrom in accordance with the written  directions
          of the Plan Administrator (the "Administrator")  specified in the Plan
          or  otherwise  appointed  by the  Board of  Directors  of the  Company
          pursuant to the Plan to administer the Plan. The  Administrator  shall
          be the "plan administrator" of the Plan as defined in Section 3(16)(A)
          of the Employee Retirement Income Security Act of 1974 ("ERISA"),  and
          a "named  fiduciary" within the meaning of Section402(a) of ERISA. The
          Administrator  may  direct  payments  to be made from the Trust to any
          person, including any member of the Administrator,  or to the Company,
          or to any paying agent  designated by the  Administrator,  and in such
          amounts as the  Administrator  may direct.  Each such direction of the
          Administrator  shall be in  writing  and shall be deemed to  include a
          certification  that any  payment  directed  thereby  is one  which the
          Administrator   is   authorized   to  direct,   and  the  Trustee  may
          conclusively rely on such certification without further investigation.
          Payments  by the  Trustee may be made by its check to the order of the
          payee and mailed to the payee at the  address  last  furnished  to the
          Trustee by the  Administrator  or by the payee,  or if no such address
          has been furnished,  to the payee in care of the Company.  The Trustee
          shall make  disbursements  in the  amounts  and in the manner that the
          Administrator  directs from time to time in writing. The Trustee shall
          have

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          no  responsibility  to ascertain any  direction's  compliance with the
          terms of the Plan or of any applicable law or the  direction's  effect
          for tax  purposes  or  otherwise;  nor  shall  the  Trustee  have  any
          responsibility  to see to the  application  of any  disbursement.  The
          Trustee  shall not be required to make any  disbursement  in excess of
          the net realizable value of the assets of the Trust at the time of the
          disbursement.   The  Trustee   shall  not  be  required  to  make  any
          disbursement in cash unless the  Administrator  has provided a written
          direction  as to the assets to be converted to cash for the purpose of
          making the disbursement.

5.   Investments. Except as otherwise provided in Sections 6, 7 and 8 below, the
     Trustee shall invest and reinvest the assets of the Trust and keep the same
     invested,  without  distinction  between  principal and income,  in stocks,
     bonds,  stock  options,  option  contracts of any type,  contracts  for the
     immediate or future  delivery of financial  instruments and other property,
     or other  securities  or  certificates  of  participation  or shares of any
     mutual investment company,  trust or fund (including mutual funds which are
     sponsored,  underwritten  or  managed by  affiliates  of the  Trustee),  or
     deposits  in the  Trustee  which bear a  reasonable  rate of  interest,  or
     annuity or investment  contracts issued by an insurance  company,  or other
     property of any kind, real or personal,  tangible or intangible,  as it may
     deem  advisable,  provided  that the  Trustee  may hold assets of the Trust
     uninfected  from time to time if and to the extent that it may deem such to
     be in the best  interests  of the  Trust.  Notwithstanding  the  foregoing,
     unless an investment  manager is appointed in accordance with Section 8, or
     the Service Agreement otherwise specifically provides, all of the assets of
     the Trust  shall be  invested as the  Administrator  directs in  investment
     products  sponsored,  underwritten or managed by affiliates of the Trustee,
     loans to Plan members or securities  issued by the Company  satisfying  the
     conditions of Section 6.

6.   Investment  Funds.  The  Administrator  from  time to time may  direct  the
     Trustee to establish one or more separate  investment  accounts  within the
     Trust,  each such  separate  account  being  hereinafter  referred to as an
     "Investment  Fund." The Trustee shall transfer to each such Investment Fund
     such  portion  of the  assets  of the  Trust as the  Administrator  or Plan
     members direct in accordance  with the specific  provisions of the Plan and
     in the manner provided in the Service  Agreement.  The Trustee shall invest
     and reinvest the assets which have been allocated to an Investment  Fund in
     accordance  with the investment  guidelines,  objectives  and  restrictions
     which have been established by the  Administrator  for that Investment Fund
     and, in the case of an Investment Fund for which an Investment  Manager has
     been  appointed,  the specific  investment  directions  of such  Investment
     Manager.  If, and to the extent,  specifically  authorized by the Plan, and
     provided in the Service Agreement, the Administrator may direct the Trustee
     to  establish  an  Investment  Fund all of the  assets  of  which  shall be
     invested  in  shares  of stock of the  Company,  subject  to the  terms and
     conditions of Section 7.

     The Trustee  shall be under no duty to  question  or review the  investment
     guidelines,  objectives  and  restrictions  established,  or  the  specific
     investment  directions  given, by the Administrator or the Plan members for
     any  Investment  Fund  or to  make  suggestions  to  the  Administrator  in
     connection  therewith.  The Trustee shall not be liable for any loss, or by
     reason  of any  breach,  which  arises  from  the  Administrator's  or Plan
     members'

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     exercise  or  non-exercise  of rights  under  this  Section  6, or from any
     direction of the  Administrator  or Plan members  unless it is clear on the
     face of the direction  that the actions to be taken under the direction are
     prohibited  by the  fiduciary  duty rules of Section  404(a) of ERISA.  The
     Trustee  shall incur no liability on account of investing the assets of the
     Trust in accordance with investment  elections of the Administrator or Plan
     members so delivered to the Trustee.

     All interest,  dividends and other income received with respect to, and any
     proceeds  received  from the sale or other  disposition  of,  securities or
     other  property  held  in an  Investment  Fund  shall  be  credited  to and
     reinvested in such Investment Fund, and all expenses of the Trust which are
     properly  allocable to a particular  Investment  Fund shall be so allocated
     and  charged.  The  Administrator  may at any time  direct  the  Trustee to
     eliminate any  Investment  Fund or Funds,  and the Trustee shall  thereupon
     dispose of the assets of such  Investment  Fund and  reinvest  the proceeds
     thereof in accordance with the directions of the Administrator.

     Pending   investment  in  the  Investment  Funds  in  accordance  with  the
     directions  of the  Administrator  or the Plan  members,  the Trustee shall
     invest  assets of the Trust as  provided in the  Service  Agreement,  or if
     there is no such provision,  the Trustee may invest assets of the Trust, in
     whole or in part,  at any time or from  time to time,  in  interest-bearing
     accounts  or  certificates  of deposit  (including  deposits in the Trustee
     which bear a reasonable interest rate),  Treasury Bills,  commercial paper,
     money market funds  (including  any such fund  sponsored,  underwritten  or
     managed by one of its  affiliates),  short-term  investment  funds or other
     short-term obligations in its discretion, and the investment return thereon
     shall be  allocated  among  the Plan  members  whose  assets  have  been so
     invested and added to their respective investments in the Investment Funds.

7.   Trust  Investments in Company  Stock.  Trust  investments  pursuant to this
     Section  7  shall  be  made  only in  securities  constituting  "qualifying
     employer  securities"  within the  meaning of Section  407(d)(5)  of ERISA.
     Trust investments in such securities of the Company("Company  Stock") shall
     be subject to the following terms and conditions:

     (a)  Acquisition Limit.  Pursuant to the Plan, the Trust may be invested in
          Company  Stock to the  extent  necessary  to  comply  with  investment
          directions under Section 6 of this Agreement.

     (b)  Fiduciary  Duties of Named  Fiduciaries.  The  Administrator  as named
          fiduciary shall  continually  monitor the suitability of acquiring and
          holding  Company  Stock  under the  fiduciary  duty  rules of  Section
          404(a)(1)  of ERISA (as modified by Section  404(a)(2) of ERISA).  The
          Trustee  shall not be liable for any loss, or by reason of any breach,
          which arises from the direction of the  Administrator  with respect to
          the  acquisition  and holding of Company Stock,  unless it is clear on
          the face of the  direction  that the  actions  to be taken  under  the
          direction would be prohibited under ERISA. The Company hereby appoints
          as named  fiduciaries,  solely  with  respect to the voting of Company
          Stock held in the Trust and the tender or  retention  of such  Company
          Stock in response to a tender offer, the

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          eligible  employees  who are Plan  members  in the Plan at the time in
          question.  The Company shall be responsible for  determining  whether,
          under the circumstances prevailing at a given time, its fiduciary duty
          to Plan members and  beneficiaries  under the Plan and ERISA  requires
          that the Company  follow the advice of  independent  counsel as to the
          voting and tender or retention of Company Stock.

     (c)  Execution of Purchases and Sales. To implement  transactions regarding
          investments in Company Stock,  including  purchases,  redemptions  and
          exchanges,  the Trustee  shall  purchase or sell Company  Stock on the
          open market, as the case may be, as soon as practicable  following the
          date on which the Trustee  receives from the Company in good order all
          information  and  documentation  necessary to effect such  purchase or
          sale.  However,  the Trustee may  accumulate all like purchases into a
          single  batch  and may  accumulate  all  like  sales  as a  result  of
          receiving  instructions  for  redemptions and exchanges out of Company
          Stock into a single batch, but shall not be required to do so.

          The Trustee may purchase or sell Company  Stock from or to the Company
          if the  purchase  or sale is for no more than  adequate  consideration
          (within the meaning of  Section3(18)  of ERISA) and no  commission  is
          charged.  To the extent that Company  contributions under the Plan are
          to be invested in Company  Stock,  the  Company may  transfer  Company
          Stock  to the  Trust  in  lieu  of  cash.  The  number  of  shares  so
          transferred  shall  be  determined  by  dividing  the  amount  of  the
          contribution  by the closing  price of Company  Stock on any  national
          securities exchange on the trading day immediately  preceding the date
          as of which the contribution is made.

          The  Trustee and the  Company  may, in an appendix to this  Section 7,
          agree upon such  prescribed  dates for  purchases and sales of Company
          Stock and such rules and conventions in connection with such purchases
          and sales as they may find mutually acceptable.

     (d)  Securities Law Reports.  The  Administrator  shall be responsible  for
          filing all reports  required  under federal or state  securities  laws
          with  respect to the Trust's  ownership of Company  Stock,  including,
          without limitation, any reports required under Section 13 or 16 of the
          Securities  Exchange  Act of 1934,  and shall  immediately  notify the
          Trustee in writing of any  requirement  to stop  purchases or sales of
          Company  Stock  pending  the filing of any report.  The Trustee  shall
          provide to the Administrator such information on the Trust's ownership
          of Company Stock as the Administrator may reasonably  request in order
          to comply with federal or state securities laws.

     (e)  Voting.  Notwithstanding  any other provision of this  Agreement,  the
          provisions  of this  Section  7(e) shall  govern the voting of Company
          Stock.  When the  issuer of  Company  Stock  files  preliminary  proxy
          solicitation  materials with the  Securities and Exchange  Commission,
          the  Company   shall  cause  a  copy  of  all  the   materials  to  be
          simultaneously  sent to the Trustee,  and the Trustee  shall prepare a
          voting  instruction  form based upon these  materials.  At the time of
          mailing of

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          notice of each annual or special  stockholders'  meeting of the issuer
          of Company Stock, the Company shall cause a copy of the notice and all
          proxy solicitation materials to be sent to each Plan member,  together
          with the  foregoing  voting  instruction  form to be  returned  to the
          Trustee  or its  designee.  The form shall show the number of full and
          fractional  shares of  Company  Stock  credited  to the Plan  member's
          accounts,  whether or not vested.  For purposes of this Section  7(e),
          the  number of shares  of  Company  Stock  deemed  credited  to a Plan
          member's  accounts  shall  be  determined  as of the  date  of  record
          determined by the Company for which an allocation  has been  completed
          and  Company  Stock  has  actually  been  credited  to  Plan  members'
          accounts.  The Company  shall  provide the Trustee  with a copy of any
          materials  provided to Plan  members and shall  certify to the Trustee
          that the materials have been mailed or otherwise sent to Plan members.

          Each Plan member  shall have the right to direct the Trustee as to the
          manner  in which to vote  that  number  of  shares  of  Company  Stock
          credited to his accounts.  Such  directions  shall be  communicated in
          writing  or by  facsimile  or  similar  means  and  shall  be  held in
          confidence  by the Trustee and not  divulged  to the  Company,  or any
          officer or employee thereof,  or any other person. Upon its receipt of
          directions,  the  Trustee  shall  vote the  shares  of  Company  Stock
          credited to the Plan member's account as directed by the Plan member.

          The Trustee  shall vote those shares of Company  Stock not credited to
          Plan members' accounts,  and those shares of Company Stock credited to
          the  accounts  of Plan  members  for  which no voting  directions  are
          received,  in the same  proportion  on each  issue  as it votes  those
          shares credited to Plan members' accounts for which it received voting
          directions from Plan members.

     (f)  Tender  Offers.  Upon  commencement  of a tender offer for any Company
          Stock,  the Company  shall notify each Plan  member,  and use its best
          efforts  to  timely  distribute  or  cause to be  distributed  to Plan
          members the same  information  that is distributed to  shareholders of
          the issuer of Company Stock in connection  with the tender offer,  and
          after  consulting  with the  Trustee  shall  provide at the  Company's
          expense a means by which Plan  members may direct the Trustee  whether
          or not to tender the Company Stock credited to their accounts (whether
          or not vested). The Company shall provide to the Trustee a copy of any
          material  provided to Plan  members  and shall  certify to the Trustee
          that the materials have been mailed or otherwise sent to Plan members.

          Each Plan member  shall have the right to direct the Trustee to tender
          or not to tender some or all of the shares of Company  Stock  credited
          to  his  accounts.  Directions  from  a Plan  member  to  the  Trustee
          concerning  the  tender of  Company  Stock  shall be  communicated  in
          writing or by facsimile or such similar means as is agreed upon by the
          Trustee and the Company. The Trustee shall tender or not tender shares
          of Company Stock as directed by the Plan member. The Trustee shall not
          tender  shares of Company Stock  credited to a Plan member's  accounts
          for which it has received no directions from the Plan members.

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          The Trustee  shall  tender that number of shares of Company  Stock not
          credited to Plan members' accounts determined by multiplying the total
          number of such shares by a  fraction,  of which the  numerator  is the
          number of shares of Company Stock  credited to Plan members'  accounts
          for which the Trustee has  received  directions  from Plan  members to
          tender  (which  directions  have not been  withdrawn as of the date of
          this determination),  and of which the denominator is the total number
          of shares of Company Stock credited to Plan members' accounts.

          A Plan  member who has  directed  the Trustee to tender some or all of
          the shares of Company Stock  credited to his accounts may, at any time
          before  the  tender  offer  withdrawal  date,  direct  the  Trustee to
          withdraw  some or all of the tendered  shares,  and the Trustee  shall
          withdraw  the  directed  number of shares from the tender offer before
          the tender  offer  withdrawal  deadline.  A Plan  member  shall not be
          limited as to the number of  directions  to tender or withdraw that he
          may give to the Trustee.

          A  direction  by a Plan  member to the  Trustee  to  tender  shares of
          Company  Stock  credited to his  accounts  shall not be  considered  a
          written  election  under the Plan by the Plan member to withdraw or to
          have  distributed to him any or all of such shares.  The Trustee shall
          credit to each  account of the Plan  member  from  which the  tendered
          shares were taken the proceeds received by the Trustee in exchange for
          the  shares of  Company  Stock  tendered  from that  account.  Pending
          receipt of directions  through the Administrator  from the Plan member
          as to the  investment  of the  proceeds of the  tendered  shares,  the
          Trustee shall invest the proceeds as the Administrator shall direct.

     (g)  General.  With respect to all rights other than the right to vote, the
          right to tender, and the right to withdraw shares previously tendered,
          the  Trustee  shall  follow the  directions  of the Plan  member as to
          Company Stock credited to his accounts,  and if no such directions are
          received, the directions of the Administrator.  The Trustee shall have
          no duty to solicit  directions from Plan members.  With respect to all
          rights  other than the right to vote and the right to  tender,  in the
          case of Company  Stock not  credited to Plan  members'  accounts.  the
          Trustee  shall  follow  the  directions  of  the  Administrator.   All
          provisions of this Section 7 shall apply to any securities received as
          a result of a conversion of Company Stock.

8.   Appointment of Investment Managers. The Administrator from time to time may
     appoint one or more Investment Managers (as that term is defined in Section
     3(38) of ERISA) to manage  (including  the power to acquire and dispose of)
     all or any portion or portions of the Trust.  The  Administrator  may enter
     into such  agreements  setting  forth the terms and  conditions of any such
     appointment as it determines to be  appropriate.  The  Administrator  shall
     retain  the right to remove  and  discharge  any  Investment  Manager.  The
     compensation  of such  Investment  Managers shall be an expense  payable in
     accordance with Section 14. The  Administrator  shall notify the Trustee of
     the  appointment of any Investment  Manager by delivering to the Trustee an
     executed copy

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     of the agreement under which such Investment Manager was appointed together
     with a written acknowledgment by such Investment Manager that it is:

     (a)  a fiduciary with respect to the Plan,

     (b)  bonded as required by ERISA, and

     (c)  either

          (i)  registered as an investment advisor under the Investment Advisers
               Act of 1940, or

          (ii) a bank as defined in said Act, or

          (iii)an insurance company qualified to perform  investment  management
               services  under  the laws of more  than one  state of the  United
               States.

     The Trustee  shall be entitled to rely upon such notice  until such time as
     the  Administrator  shall  notify and direct  the  Trustee in writing  that
     another Investment Manager has been appointed in the place and stead of the
     first-named Investment Manager, or in the alternative,  that the Investment
     Manager  has been  removed.  In each case  where an  Investment  Manager is
     appointed,  the Administrator shall determine the assets of the Trust to be
     allocated  to the  Investment  Manager  from time to time and  shall  issue
     appropriate  instructions to the Trustee with respect thereto.  The Trustee
     shall carry out the written  instructions  of any  Investment  Manager with
     respect to the  management  and investment of the assets then under control
     of such Investment  Manager and shall not incur any liability on account of
     its  compliance  with such  instructions.  Purchase  and sale orders may be
     placed  without the  intervention  of the Trustee  and, in such event,  the
     Trustee's sole obligation shall be to make payment for purchased securities
     and deliver those that have been sold when advised of the transaction.  The
     Trustee shall not incur any liability on account of its failure to exercise
     any of the  powers  delegated  to any  Investment  Manager  because  of the
     failure of such Investment  Manager to give instructions for the management
     of the assets  under the control of such  Investment  Manager.  The Trustee
     shall be under no duty to question any  Investment  Manager,  nor to review
     any securities or other  property  acquired or retained at the direction of
     any  Investment  Manager,  nor to make any  suggestions  to any  Investment
     Manager in  connection  therewith.  The Trustee shall have no obligation to
     vote upon any securities  over which the Investment  Manager has investment
     management  control  unless  the  Trustee is  instructed  in writing by the
     Investment  Manager as to the voting of such securities within a reasonable
     time before the time for voting thereof expires.

     Each  Investment  Manager  shall have the  authority to exercise all of the
     powers of the Trustee  hereunder  with  respect to assets under its control
     but-only to the extent that such powers  relate to the  investment  of such
     assets.

9.   Insurance   Contracts.   If  provided  in  the   Service   Agreement,   the
     Administrator may direct the Trustee to receive and hold or apply assets of
     the Trust to the

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     purchase of individual or group insurance or annuity contracts  ("policies"
     or "contracts")  issued by any insurance  company and in a form approved by
     the Administrator  (including  contracts under which the contract holder is
     granted options to purchase  insurance or annuity  benefits),  or financial
     agreements  which  are  backed  by group  insurance  or  annuity  contracts
     ("financial  agreements").   If  such  investments  are  to  be  made,  the
     Administrator  shall  direct  the  Trustee  to  execute  and  deliver  such
     applications  and other  documents as are  necessary  to  establish  record
     ownership, to value such policies,  contracts or financial agreements under
     the method of  valuation  selected by the  Administrator,  and to record or
     report such values to the Administrator or any investment  manager selected
     by  the   Administrator,   in  the  form  and  manner   agreed  to  by  the
     Administrator.

          The  Administrator  may direct the Trustee to exercise or may exercise
          directly the powers of contract  holder under any policy,  contract or
          financial  agreement,  and the Trustee shall exercise such powers only
          upon  direction  of the  Administrator.  The  Trustee  shall  have  no
          authority  to act in its own  discretion,  with  respect to the terms,
          acquisition,  valuation,  continued holding and/or  disposition of any
          such  policy,  contract  or  financial  agreement  or any  asset  held
          thereunder.  The  Trustee  shall  be  under  no duty to  question  any
          direction  of the  Administrator  or to  review  the  form of any such
          policy, contract or financial agreement or the selection of the issuer
          thereof,  or to make  recommendations  to the  Administrator or to any
          issuer  with  respect  to the form of any  such  policy,  contract  or
          financial agreement.

          The Trustee  shall be fully  protected  in acting in  accordance  with
          written  directions  of the  Administrator,  and  shall  be  under  no
          liability  for any loss of any kind  which may result by reason of any
          action taken or omitted by it in accordance  with any direction of the
          Administrator,  or by reason of  inaction  in the  absence  of written
          directions from the Administrator. In the event that the Administrator
          directs  that any  monies  or  property  be paid or  delivered  to the
          contract  holder  other than for the  benefit of  specific  individual
          beneficiaries, the Trustee agrees to accept such monies or property as
          assets of the Trust subject to all the terms hereof.

10.  Powers of Trustee. Subject to the foregoing provisions and limitations, the
     Trustee is authorized and empowered:

     (a)  to sell at public  auction or by  private  contract,  redeem,  convey,
          transfer, exchange, pledge, or otherwise realize upon, any securities,
          investments  or other  property  forming a part of the Trust,  and for
          such  purposes may execute such  instruments  and writings and do such
          things as it shall deem proper;

     (b)  to keep any or all  securities  or other  property in the name of some
          other person,  nominee, firm or corporation or in its own name without
          disclosing  its fiduciary  capacity,  but the books and records of the
          Trustee  shall at all times  show that all such  securities  and other
          property are part of the Trust;

                                        9


<PAGE>



     (c)  except as  otherwise  provided in Sections 7 and 8, to the extent that
          the Trustee  receives  direction  from the  Administrator  or the Plan
          members,  as the case may be, to vote upon any  stock,  bonds or other
          securities  of any  corporation,  association  or  trust  at any  time
          comprising the Trust, or otherwise consent to or request any action on
          the  part of  such  corporation,  association  or  trust,  and to give
          general or  special  proxies  or powers of  attorney,  with or without
          power of  substitution,  and to exercise  any  conversion  privileges,
          subscription    rights   or   other   options,   to   participate   in
          reorganizations,   recapitalizations,   consolidations,   mergers  and
          similar transactions with respect to such securities;  to deposit such
          stocks or other securities in any voting trust, or with any protective
          or like committee,  or with a trustee, or with depositories designated
          thereby;  and generally to exercise any of the powers of an owner with
          respect to stocks or other securities or property comprising the Trust
          which the Trustee deems to be for the best interests of the Trust. The
          Trustee  will not vote such stock or other  securities  as to which it
          receives no written directions;

     (d)  when instructed or directed by the Administrator,  to borrow money for
          the  purposes  of this Trust in such  amounts  and upon such terms and
          conditions as the Administrator,  in its discretion,  may approve, and
          for any amount so borrowed to issue the promissory note of the Trustee
          and  to  secure  the  repayment  thereof  by  pledge,   mortgage,   or
          hypothecation  of all or any part of the property of the Trust, and no
          person  loaning  money  to the  Trustee  shall  be bound to see to the
          application of the money loaned or to inquire into the validity of any
          such borrowing;

     (e)  to make, execute, acknowledge and deliver any and all instruments that
          it shall deem  necessary or appropriate to carry out the powers herein
          granted;

     (f)  to  manage,  administer,  operate,  lease  for any  number  of  years,
          develop,  improve,  repair, alter, demolish,  mortgage,  pledge, grant
          options with respect to, or otherwise  deal with any real  property or
          interest  therein  at any time held by it, and to cause to be formed a
          corporation  or trust to hold title to any such real property with the
          aforesaid powers,  all upon such terms and conditions as may be deemed
          advisable;

     (g)  to renew or extend or  participate  in the renewal or extension of any
          mortgage, upon such terms as may be deemed advisable,  and to agree to
          a reduction  in the rate of  interest on any  mortgage or to any other
          modification  or  change  in  the  terms  of  any  mortgage  or of any
          guarantee pertaining thereto, in any manner and to any extent that may
          be  deemed   advisable  for  the   protection  of  the  Trust  or  the
          preservation  of the value of the  investment,  to waive  any  default
          whether  in  the  performance  of any  covenant  or  condition  of any
          mortgage or in the  performance  of any  guarantee,  or to enforce any
          such  default  in such  manner  and to such  extent  as may be  deemed
          advisable,  to exercise and enforce any and all rights of foreclosure,
          to bid  in  property  on  foreclosure,  to  take a  deed  in  lieu  of
          foreclosure  with or without  paying a  consideration  therefor and in
          connection  therewith to release the obligation on the bond secured by
          such mortgage; and

                                       10


<PAGE>



          to exercise and enforce in any action,  suit or  proceedings at law or
          in equity any rights or  remedies  in respect to any such  mortgage or
          guarantee;

     (h)  upon  express  direction  by  the  Administrator,  or  the  Investment
          Manager, as the case may be, to transfer assets of the Trust to itself
          as  trustee  or to any  other  trustee  of any  trust  which  has been
          qualified  under  Section401(a)  and is exempt from tax under  Section
          501(a)  of the  Code,  and  which is  maintained  by it or such  other
          trustee as a medium for the collective investment of funds of pension,
          profit-sharing  or other employee benefit trusts,  in which event such
          trust shall be deemed to be a part of the Plan,  and to  withdraw  any
          assets of the Trust so transferred;

     (i)  when  instructed  or  directed  by  the   Administrator,   to  settle,
          compromise or submit to arbitration any claims, debts, or damages, due
          or owing to or from the Trust,  to commence  or defend  suits or legal
          proceedings  and  to  represent  the  Trust  in  all  suits  or  legal
          proceedings  in any court of law or before any other body or tribunal;
          provided,  however,  that the Trustee shall have no obligation to take
          any legal  action for the  benefit  of the Trust  unless it shall have
          been first  indemnified  for all  expenses  in  connection  therewith,
          including counsel fees;

     (j)  to lend to Plan  members  such amount or amounts,  and upon such terms
          and conditions, as the Administrator may direct in accordance with the
          provisions of the Plan, if applicable;

     (k)  to  employ  such  agents,   consultants,   custodians,   depositories,
          advisors,  and  legal  counsel  as  may  be  reasonably  necessary  or
          desirable in the  Trustee's  judgment in managing and  protecting  the
          Trust  and,  subject  to the  provisions  of  Section  14, to pay them
          reasonable compensation out of the Trust;

     (1)  to cause any securities or other property which may at any time form a
          part of the Trust to be issued,  held or registered in the  individual
          name of the  Trustee,  or in the name of its  nominee  (including  any
          custodian  employed by the  Trustee,  any nominee of such a custodian,
          and any depository,  clearing corporation or other similar system), or
          in such form that title will pass by delivery;

     (m)  to enter into stand-by agreements for future investment either with or
          without a stand-by fee;

     (n)  to transfer  any assets of the Trust to a custodian  or  sub-custodian
          employed by the Trustee;

     (o)  when directed by the  Administrator,  to  participate  in a securities
          lending  program  sponsored  and  administered  by the Trustee and, in
          connection therewith, the Trustee is authorized to release and deliver
          securities  and return  collateral  received for loaned  securities in
          accordance with the provisions of such program;

                                       11


<PAGE>



     (p)  to write options on  securities  held or to otherwise  participate  in
          so-called covered option writing; and

     (q)  to do all other acts in its judgment  necessary  or desirable  for the
          proper  administration of the Trust, in accordance with the provisions
          of the Plan and this  Agreement.  although~h the power to do such acts
          is not specifically set forth herein.

     No person  dealing with the Trustee shall be required to take any notice of
     this  Agreement,  but all persons so dealing shall be protected in treating
     the Trustee as the absolute owner with full power of disposition of all the
     monies, securities and other property of the Trust, and all persons dealing
     with the Trustee are  released  from inquiry into the decision or authority
     of the Trustee and from seeing to the application of monies,  securities or
     other property paid or delivered to the Trustee.

11.  Liquidation of Assets.  Upon  termination of the Trust as provided  herein,
     the Trustee shall not be required to make any payments  hereunder  until it
     has received such documentation as it shall consider necessary to establish
     that the termination  complies with applicable law, or to make any payments
     in excess  of the net  realizable  value of the  assets of the Trust at the
     time of such  payment.  The  Trustee  shall  not be  required  to make  any
     payments in cash  unless  there shall be in the Trust at the time an amount
     of cash  sufficient  for the purpose.  In case of a deficiency in cash, the
     Trustee shall take such action as to the disposition of securities or other
     property forming a part of the Trust as will provide the amount of cash for
     such  payments.  The  Trustee  shall not be required to make any payment in
     cash until the Administrator has provided  direction as to the assets to be
     converted to cash for the purpose of making such payment.

12.  Direction by Company or  Administrator.  The Company  shall  certify to the
     Trustee the names and specimen signatures of the Administrator. The Company
     shall give prompt  notice to-the  Trustee of changes in the  Administrator,
     and until such  notice is  received by the  Trustee,  the Trustee  shall be
     fully  protected in assuming  that the  Administrator  is unchanged  and in
     acting accordingly.  The Administrator may certify to the Trustee the names
     of persons  authorized  to act for it in  relation  to the  Trustee and may
     designate a person,  corporation or other entity, whether or not affiliated
     with the Company, to so act. Whenever the Trustee is required or authorized
     to  take  any  action  hereunder  pursuant  to  any  written  direction  or
     determination  of the  Company  or the  Administrator,  such  direction  or
     determination shall be sufficient protection to the Trustee if contained in
     a writing  signed by any one or more of the persons  authorized  to execute
     documents  on behalf of the Company or the  Administrator,  as the case may
     be,  pursuant  to the  Plan.  The  Trustee  shall  act,  and shall be fully
     protected  in  acting,  in  accordance  with  such  orders,   requests  and
     instructions  of the  Company or the  Administrator.  By such a writing the
     Company or the  Administrator,  as the case may be, may ratify,  approve or
     confirm  any  action  taken by the  Trustee,  and upon  such  ratification,
     approval  or  confirmation   the  Trustee  shall  be  protected  as  though
     authorization  or  determination  by the Company or the  Administrator  had
     preceded  such  action.  In the absence of  direction by the Company or the
     Administrator  as to any matter provided in this Agreement or the Plan, the
     Trustee may in its  discretion  take such action as it deems fit and proper
     with respect thereto after

                                       12


<PAGE>



     reasonable attempts to secure Company or Administrator direction, provided,
     however,  that the Trustee  shall not be obligated to take any such action.
     The Trustee may deliver  documents to the Company or the  Administrator  by
     delivering the same, or by mailing the same, postage prepaid,  addressed to
     the  Company  or the  Administrator,  as the case may be, at its  principal
     place of business.

13.  Records  and  Accounting.  The Trustee  shall keep  adequate  and  accurate
     accounts of investments,  receipts,  disbursements  and other  transactions
     hereunder,  and all accounts,  books and records  relating thereto shall be
     open at all reasonable  times to inspection and audit by the  Administrator
     and its authorized representatives. The Trustee shall render to the Company
     and the Administrator in writing, at least once each twelve (12) months and
     at such times as required by the Plan and, in any event, within ninety (90)
     days after its  removal or  resignation  as  provided in Section 15 hereof,
     accounts of its transactions  under this Agreement,  and the  Administrator
     may  approve  such  accounts  of the  Trustee by an  instrument  in writing
     delivered to the Trustee.  In the absence of the filing in writing with the
     Trustee  by the  Administrator  of  exceptions  or  objections  to any such
     account within one year after the receipt thereof,  the Administrator shall
     be deemed to have  approved  such  account;  and in such case,  or upon the
     written approval of the Administrator of any such account,  the Trustee, to
     the extent  permitted by applicable  law,  shall be released,  relieved and
     discharged  with  respect  to all  matters  and  things  set  forth in such
     account.  The Trustee  shall from time to time make such other  reports and
     furnish such other information  concerning the Trust (including  valuations
     of  each  Investment  Fund  established  pursuant  to  Section  6)  to  the
     Administrator  as the  Administrator  may  reasonably  request or as may be
     required by the Plan. The  Administrator  shall arrange for each Investment
     Manager appointed pursuant to Section 8, and each insurance company issuing
     contracts held by the Trustee pursuant to Section 9, to furnish the Trustee
     with such  valuations and reports as are necessary to enable the Trustee to
     fulfill its  obligations  under this  Section 13, and the Trustee  shall be
     fully  protected  in  relying  upon such  valuations  and  reports.  In any
     proceeding  instituted by the Trustee,  the Company or the Administrator or
     all of them with respect to any account of the  Trustee,  only the Company,
     the Administrator and the Trustee shall be necessary parties.

14.  Trustee's  Compensation  and  Expenses.  The  Trustee  shall  be paid  such
     reasonable   compensation  as  provided  in  the  Service  Agreement.   The
     compensation  of  the  Trustee  and  any  reasonable  expenses,   including
     reasonable  attorneys'  fees  and the  cost of any  bond,  surety  or other
     security  which may be required  of the  Trustee by ERISA,  incurred by the
     Trustee in the performance of its duties,  and all other proper charges and
     disbursements  of the Trustee may be paid by the Company within thirty (30)
     days after so billed, and will automatically be deducted from the Trust if,
     upon the expiration of thirty (30) days,  such fees are not separately paid
     by the Company.  All expenses  (including  taxes pursuant to Section 21) of
     the Trust,  other than those expenses which are paid by the Company,  which
     are allocable to an Investment Fund established pursuant to Section 6 shall
     be charged to such  Investment  Fund.  All such  expenses  which are not so
     allocable shall be charged against each of the Investment Funds in the same
     proportion as the value of the assets held in such Investment Fund bears to
     the value of the total  assets  held in all of the  Investment  Funds.  Any
     account maintenance or

                                       13


<PAGE>



     administration  fees applicable to any Plan member's  account which are not
     paid hereunder by the Company shall be charged  against the interest of the
     Plan member and, in the case of a loan of a Plan member, if applicable, all
     expenses  (including taxes pursuant to Section 21) of the Trust, other than
     those expenses  which are paid by the Company,  which are allocable to such
     loan,  shall be charged  against the interest of such Plan member under the
     Plan.

15.  Resignation or Removal of Trustee.  The Trustee may resign at any time upon
     sixty (60) days' written notice to the Company,  and the Company may remove
     the  Trustee  at any time  upon  sixty  (60)  days'  written  notice to the
     Trustee;  provided,  however,  that the parties  may by written  instrument
     waive such  notice.  The Trustee  reserves  the right at any time to resign
     immediately  if  the  Company  transfers  the  Plan's  administration  to a
     recordkeeper  other  than  the  recordkeeper   designated  in  the  Service
     Agreement,  without the Trustee's prior written  consent,  by delivering to
     the Company a notice of resignation  certified by the Trustee.  The Trustee
     further reserves the right at any time to resign  immediately by delivering
     to the  Company a notice of  resignation  certified  by the  Trustee if the
     assets of the Trust  are not  invested  in  investment  products  which are
     sponsored, underwritten or managed by affiliates of the Trustee, unless the
     Service Agreement  otherwise  specifically  provides.  If the Trustee shall
     resign, be removed or for any other reason cease to be Trustee, the Company
     shall  appoint a successor  Trustee or Trustees to whom the  Trustee,  upon
     receipt of acceptance by such successor,  shall promptly deliver all of the
     assets  of the Trust  less any  unpaid  fees or  expenses.  Subject  to the
     foregoing  provisions,  any  resignation  or  removal  of  the  Trustee  or
     appointment  of a new Trustee  shall be by  instrument in writing and shall
     become effective on the date therein specified. Any successor Trustee shall
     have the same powers and duties as the succeeded  Trustee,  subject to such
     changes as the Company may then  determine.  Upon request of such successor
     Trustee or  Trustees,  the  Company  and the  Trustee  ceasing to act shall
     execute and deliver such  instruments of conveyance  and further  assurance
     and do such  things  as may  reasonably  be  required  for more  fully  and
     certainly  vesting and confirming in such successor Trustee or Trustees all
     the right,  title and interest of the retiring Trustee in and to the assets
     of the Trust. The Trustee is authorized,  however,  to reserve such sums of
     money as may be  reasonable  for payment of its  compensation  and expenses
     (including  legal fees) in connection with the settlement of its account or
     otherwise,  and any balance of such reserve remaining after payment of such
     compensation  and  expenses  shall be promptly  paid over to the  successor
     Trustee or Trustees.

16.  Duties of Trustee.  The Trustee shall  discharge its duties with respect to
     the  Trust  solely  in  the   interests  of  the  Plan  members  and  their
     beneficiaries  and with the care,  skill,  prudence and diligence under the
     circumstances  then prevailing that a prudent man acting in a like capacity
     and familiar with such matters would use in the conduct of an enterprise of
     like  character and with like aims. The duties of the Trustee shall be only
     those  specifically  undertaken  by the  Trustee  pursuant  to  this  Trust
     Agreement.  The Trustee shall have no responsibility for the administration
     of the Plan  (including,  but not  limited  to, the  determination  of Plan
     participation  rights of  employees of the Company,  the  determination  of
     benefits of members of the Plan and the maintenance of individual  accounts
     of members of the Plan). Except as otherwise provided by ERISA, in no event
     shall the  Trustee  be  responsible  for any act or  omission  of any other
     fiduciary of the Plan.

                                       14


<PAGE>



     The  Trustee  shall  have no  liability  for the acts or  omissions  of any
     predecessors and successors in office.

17.  Indemnification.  The Company  hereby agrees to indemnify and hold harmless
     the Trustee  from and against any  losses,  damages,  liabilities,  claims,
     costs or expenses (including  reasonable attorneys' fees) which the Trustee
     may  incur  by  reason  of  this  Trust  Agreement,   (including,   without
     limitation,  by reason of the Trustee's making benefit payments pursuant to
     fraudulent or unauthorized  instructions)  excepting only losses,  damages,
     liabilities,   claims,   costs  or  expenses  arising  from  the  Trustee's
     negligence or willful misconduct.  A waiver by the Trustee of any signature
     guarantee  requirement relating to the investments held hereunder shall not
     be  construed  as  negligence  or  willful  misconduct  on the  part of the
     Trustee. The provisions of this Section 17 shall survive the termination of
     this Trust Agreement.

18.  Amendment or  Termination.  The Company  reserves the right at any time and
     from  time  to  time to  amend,  in  whole  or in  part,  any or all of the
     provisions of, or to terminate, this Agreement by delivering to the Trustee
     a copy of an amendment or a notice of  termination  certified by an officer
     of the Company;  provided, that no such amendment which affects the rights,
     duties or  responsibilities of the Trustee may be made without its consent,
     and provided  further that no such amendment  shall authorize or permit any
     part of the  corpus or income  of the Trust to be used for or  diverted  to
     purposes other than those set forth in Section 3. Any such amendment  shall
     be effective upon delivery to the Trustee unless a different effective date
     is specifically  stated and any such amendment may be made retroactively as
     shall  be  permitted  under   applicable  law.  Upon  termination  of  this
     Agreement, the Trustee, upon direction of the Administrator shall liquidate
     the Trust to the extent  required  for  distribution  and,  after the final
     account of the Trustee has been approved and settled,  shall distribute the
     balance  of  the  Trust   remaining   in  its  hands  as  directed  by  the
     Administrator or in the absence of such direction,  as may be directed by a
     judgment or decree of a court of competent jurisdiction. Following any such
     termination  the powers of the Trustee  hereunder shall continue as long as
     any of the assets of the Trust  remain in its  hands,  but only as to those
     assets which during such time remain in the Trust.

19.  Additional  Participating  Companies.  Any  affiliate or  subsidiary of the
     Company  may,  with the  consent  of the  Company,  become a  participating
     employer  by  action  of the  board  of  directors  of  such  affiliate  or
     subsidiary to adopt the Trust as a trust for the benefit of its  employees.
     Each such additional  participating  employer shall be deemed the "Company"
     hereunder  and shall have and exercise all the rights,  powers,  and duties
     thereof  with  respect to the Trust as applied to itself and its  employees
     and that  part of the  Trust  which  represents  the  interest  of  members
     employed by it; provided,  however, that each such additional participating
     employer hereby delegates all such rights,  powers,  and duties,  including
     amendment or termination of the Trust, to Unitil  Corporation acting alone,
     except as such additional  participating employer may exercise the same for
     itself with the approval of Unitil Corporation.

20.  Spendthrift  Provision.  Except as otherwise  provided in the Plan,  to the
     maximum  extent  permitted  by law,  beneficial  interests  in the Trust of
     members or former members under

                                       15


<PAGE>



     the Plan or their  beneficiaries  shall not be  assignable  nor  subject to
     alienation,  sale, transfer,  pledge,  encumbrance,  mortgage,  attachment,
     execution,  levy or  receivership,  nor shall  they pass to any  trustee in
     bankruptcy or be reached or applied by any legal process for the payment of
     any obligations of any such person; provided,  however, that nothing herein
     shall prevent a member from assigning his interest in the Trust as security
     for the  repayment  of any loan made to him from the Trust  pursuant to the
     Plan,  and further  provided that nothing  herein shall prevent the Trustee
     from making  payments in  accordance  with a Qualified  Domestic  Relations
     Order, as that term is defined in Code Section  414(p).  Any attempt at any
     other  assignment,   alienation,   sale,  transfer,  pledge,   encumbrance,
     mortgage, attachment, execution or levy shall be void and unenforceable.

21.  Payment of Taxes.  The Trustee may pay out of the Trust (or the appropriate
     Investment Fund or Funds) any and all taxes of any and all kinds, including
     without limitation property taxes and income taxes levied or assessed under
     existing  or future  laws upon or in  respect  of the Trust or any  monies,
     securities or other property forming a part thereof or the income therefrom
     subject to the terms of any  agreements  or contracts  made with respect to
     trust  investments  which make other  provision for such tax payments.  The
     Trustee may assume that any taxes assessed on or in respect of the Trust or
     its income are lawfully assessed unless the Administrator  shall in writing
     advise the Trustee  that in the  opinion of counsel  for the  Company  such
     taxes  are  or  may  be  unlawfully   assessed.   In  the  event  that  the
     Administrator  shall  so  advise  the  Trustee,  the  Trustee  will,  if so
     requested  in writing by the  Administrator  contest  the  validity of such
     taxes in any manner deemed appropriate by the Company or its counsel but at
     the expense of the Trust;  or the  Company may contest the  validity of any
     such taxes at the expense of the Trust and in the name of the Trustee;  and
     the  Trustee  agrees to execute all  documents,  instruments,  claims,  and
     petitions  necessary  or  advisable  in the  opinion of the  Company or its
     counsel for the refund,  abatement,  reduction or  elimination  of any such
     taxes. At the direction of the Administrator, the Trustee shall collect all
     income tax to be  withheld  from any  benefit  payments  from the Trust and
     shall  report  and pay over such  taxes to the  Internal  Revenue  Service,
     except  for  payments  made  directly  by an  insurer  to a Plan  member or
     beneficiary under an annuity or insurance contract, if applicable.

22.  Successor  to Company or Trustee.  Any  successor to all or a major part of
     the business of the Trustee,  by whatever form or manner  resulting,  shall
     ipso facto  succeed to all the rights,  powers and duties  hereunder of the
     Trustee.  Any  successor  to all or a  major  part of the  business  of the
     Company,  by whatever form or manner  resulting,  may continue the Plan and
     Trust by executing  appropriate  amendments  thereto,  and  thereupon  such
     successor  shall ipso facto  succeed to all the  rights,  powers and duties
     hereunder of the Company.

23.  Construction.  In any question of  interpretation or other matter of doubt,
     the Trustee, the Administrator and the Company may rely upon the opinion of
     counsel for the  Company or any other  attorney  at law  designated  by the
     Company with the approval of the Trustee.  The provisions of this Agreement
     shall be construed,  administered and enforced according to the laws of the
     United States and, to the extent permitted by such laws, by

                                       16


<PAGE>



     the laws of the  Commonwealth of  Massachusetts.  All  contributions to the
     Trust shall be deemed to be made in the Commonwealth of Massachusetts.

24.  Impossibility  of  Performance.  In  case  it  becomes  impossible  for the
     Company,  the  Administrator  or the  Trustee to perform any act under this
     Trust  Agreement,  that act shall be performed which in the judgment of the
     Administrator will most nearly carry out the intent and Purpose of the Plan
     and Trust.  All parties to this  Agreement or in any way  interested in the
     Trust shall be bound by any acts performed under such condition.

25.  Definition of Words.  Feminine or neuter  pronouns shall be substituted for
     those of the masculine  form, and the plural shall be  substituted  for the
     singular,  in any place or places herein where the context may require such
     substitution or substitutions.

26.  Titles.  The titles of Sections are included only for convenience and shall
     not be construed as part of this  Agreement or in any respect  affecting or
     modifying-its provisions.

27.  Execution of Trust  Agreement.  This Trust Agreement may be executed in any
     number of counterparts and each fully executed  counterpart shall be deemed
     an original.

IN WITNESS  WHEREOF these presents have been signed and sealed for and in behalf
of the Company and the Trustee by their duly authorized  officers as of the 16th
day of May, 1996.

                                              UNITIL CORPORATION


/s/George E. Long, Jr.                        By:/s/Gail  S. Siart
---------------------------------------------    -----------------
Witness                                       Title: Chief Financial Officer

                                              Date: May 16, 1996



                                              PUTNAM FIDUCIARY TRUST COMPANY


/s/ Heather Manthorne                         By:/s/ Debra Beal
----------------------------------------------   --------------
Witness                                       Title:  Senior Vice President

                                              Date:  May 16, 1996




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