EXHIBIT 4.1




           UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN

            Amendment and Restatement Effective as of January 1, 1989















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                                TABLE OF CONTENTS

                                                                            Page

INTRODUCTION...................................................................1
ARTICLE I
DEFINITIONS....................................................................3
         1.01     Account......................................................3
         1.02     Affiliated Employer..........................................3
         1.03     Beneficiary..................................................3
         1.04     Board of Directors or Board..................................3
         1.05     Code or Internal Revenue Code................................3
         1.06     Compensation.................................................3
         1.07     Disability...................................................4
         1.08     Effective Date...............................................4
         1.09     Employee.....................................................4
         1.10     Employee Contributions.......................................5
         1.11     Employer.....................................................5
         1.12     Employer Matching Contributions..............................5
         1.13     Employment Commencement Date.................................5
         1.14     Entry Date...................................................5
         1.15     Fund or Trust Fund...........................................5
         1.16     Highly Compensated Employee..................................6
         1.17     Hour of Service..............................................7
         1.18     Normal Retirement Age........................................8
         1.19     One-Year Break in Service....................................8
         1.20     Participant..................................................9
         1.21     Pay Reduction Contributions..................................9
         1.22     Plan.........................................................9
         1.22     Plan Administrator...........................................9
         1.23     Plan Year....................................................9
         1.24     Rollover Contributions.......................................9
         1.25     Trust or Trust Agreement....................................10
         1.26     Trustee.....................................................10
         1.27     Valuation Date..............................................10
         1.28     Year of Service.............................................10
ARTICLE II
ELIGIBILITY AND PARTICIPATION.................................................11
         2.01     Eligibility.................................................11
         2.02     Election of Pay Reduction Contributions and/or
                  Employee Contributions......................................11
         2.03     Reemployment................................................11
ARTICLE III
PARTICIPANT AND EMPLOYER CONTRIBUTIONS........................................12
         3.01     Amount of Pay Reduction Contributions and/or
                  Employee Contributions......................................12
         3.02     Changes in Pay Reduction Contributions and/or
                  Employee Contributions......................................12
         3.03     Applicability of Code Sections 401(k) and 401(m) Rules......12
         3.04     Employer Matching Contributions.............................13
         3.05     Payment of Contributions to Trustee.........................13
         3.06     Non-Discrimination Provisions...............................13
         3.07     Maximum Limitations on Allocations to Members...............15
         3.08     Limited Return of Contributions.............................16
         3.09     Rollover Contributions......................................16
ARTICLE IV
INVESTMENT OF ASSETS..........................................................17
         4.01     In General..................................................17
         4.02     Dividends, Interest, Etc....................................17
         4.03     Investment Directions.......................................17
         4.04     Investment Options..........................................17
ARTICLE V
MAINTENANCE AND VALUATION OF ACCOUNTS.........................................19
         5.01     Participants Accounts.......................................19
         5.02     Valuation of Trust Fund and Allocation of Increases
                  and Decreases to Participants...............................19
ARTICLE VI
WITHDRAWALS DURING EMPLOYMENT.................................................20
         6.01     General Rules...............................................20
         6.02     Acceptable Purposes for Withdrawals.........................20
         6.03     Withdrawal Rules for Pay Reduction Contributions............20


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ARTICLE VII
         VESTING..............................................................22
         7.01     Vesting in Pay Reduction, Employee and
                  Rollover Contributions......................................22
         7.02     Instances of Full Vesting in Employer Matching
                  Contributions...............................................22
         7.03     Vesting Schedule for Employer Matching Contributions........22
         7.04     Forfeitures.................................................22
         7.05     Vesting Upon Reemployment...................................23
         7.06     Suspension Account..........................................23
ARTICLE VIII
DISTRIBUTION OF BENEFITS......................................................25
         8.01     Retirement or Termination of Employment.....................25
         8.02     Death.......................................................25
         8.03     Timing of Payment...........................................25
         8.04     Deferral of Payment.........................................25
         8.05     Forms, Manner and Medium of Payment.........................25
         8.06     Designation of Beneficiary..................................26
         8.07     Required Distributions......................................26
         8.08     Payments to Alternate Payees................................28
         8.09     Direct Rollovers............................................28
ARTICLE IX
EMPLOYEE LOANS................................................................30
         9.01     Eligibility for Loans.......................................30
         9.02     Limitations, Terms and Conditions for Loans.................30
         9.03     Separate Loan Accounts......................................31
ARTICLE X
TOP-HEAVY PROVISIONS..........................................................32
         10.01    Aggregation Group...........................................32
         10.02    Determination Date..........................................32
         10.03    Top Heavy Plan..............................................32
         10.04    Minimum Allocation..........................................33
ARTICLE XI
TRUST ADMINISTRATION..........................................................35
         11.01    Trust Agreement.............................................35
         11.02    Trustee's Right to Retain Cash..............................35
         11.03    Selection of Accountants, Etc...............................35
         11.04    Trust Expenses, Etc.........................................35
         11.05    Trust Agreement Part of Plan................................36
ARTICLE XII
ADMINISTRATION OF THE PLAN....................................................37
         12.01    Appointment of Administrator................................37
         12.02    Authority to Delegate.......................................37
         12.03    Authority to Establish Rules, Etc...........................37
         12.04    Instructions, Decisions, Compensation, Etc..................37
         12.05    Maintenance of Accounts, Etc................................37
         12.06    Responsibility of Delegates.................................38
         12.07    Claims Procedure............................................38
ARTICLE XIII
AMENDMENT AND TERMINATION.....................................................39
         13.01    Amendment...................................................39
         13.02    Termination.................................................39
         13.03    Procedure Upon Termination..................................39
         13.04    Merger......................................................39
         13.05    Retroactive Amendments......................................40
ARTICLE XIV
MISCELLANEOUS.................................................................41
         14.01    Mergers, Etc. with Employer.................................41
         14.02    Non-Alienation of Benefits..................................41
         14.03    Participant and Employee Rights.............................41
         14.04    Incapacity of Payee.........................................42
         14.05    Actions by the Employer.....................................42
         14.06    Governing Law...............................................42
         14.07    Titles, Etc.................................................42


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                                  INTRODUCTION

     Effective  as of July 1, 1987,  the Concord  Electric  Company Tax Deferred
Savings and Investment Plan,  initially  adopted effective as of January 1, 1985
by Concord Electric  Company,  a wholly owned  subsidiary of UNITIL  Corporation
("UNITIL"), and the UNITIL Corporation Tax Deferred Savings and Investment Plan,
initially  adopted effective as of January 1, 1985 by UNITIL Service Corp., also
a wholly owned subsidiary of UNITIL, were amended and restated and consolidated,
under the name of UNITIL  Corporation  Tax Deferred  Savings and Investment Plan
(the "Plan").

     Effective  as of  January 1,  1989,  the Plan was also  adopted by Exeter &
Hampton  Electric  Company,  also a wholly owned  subsidiary of UNITIL,  for its
employees  who were not covered by a  collective  bargaining  agreement  and was
merged with that portion of the Exeter & Hampton Electric Company Thrift Savings
Plan relating to those employees.  Effective as of January 1, 1990, the Plan was
also  adopted  by said  Exeter & Hampton  Electric  Company  for its  remaining,
collective-bargaining  employees and merged with the  remaining  portion of said
Exeter  &  Hampton  Electric  Company  Thrift  Savings  Plan  relating  to those
employees.

     Pursuant to an Amended, and Restated Agreement and Plan of Merger dated May
23, 1991 by and among  Fitchburg Gas and Electric  Light Company  ("Fitchburg"),
UNITIL and UMC Electric Company, Inc. ("UMC"), UNITIL acquired all of the issued
and  outstanding  voting  stock of  Fitchburg  and merged  UMC,  a wholly  owned
subsidiary of UNITIL, with and into Fitchburg ("Fitchburg Merger"), effective as
of April 29, 1992.

     Prior  to  the  Fitchburg  Merger,  Fitchburg  had  established,  initially
effective as of July 1, 1987,  the Fitchburg Gas and Electric  Light Company Tax
Deferred  Savings and  Investment  Plan  ("Fitchburg  Management  Plan") and the
Fitchburg  Gas and  Electric  Light  Company  Union  Tax  Deferred  Savings  and
Investment Plan ("Fitchburg  Union Plan").  As a result of the Fitchburg Merger,
the Fitchburg  Management Plan was merged with the Plan,  effective as of May 8,
1992. Also, the Fitchburg Union Plan is to be merged with the Plan, effective as
of January 1, 1994,  with a one percent  employer  matching  contribution  added
effective  as of May 1,  1994 for all  participants  covered  by the  applicable
collective-bargaining agreement.

     The Plan is funded by a trust under a Trust  Agreement  entered into by the
Employer and The First National Bank of Boston,  as current Trustee  thereunder,
which Trust Agreement was an amendment, restatement and consolidation dated June
27, 1987, effective as of July 1, 1987, of the trusts under certain of the other
plans  described  above  that  were  merged  with the Plan and has been  further
amended to  provide  for the merger  with the Plan of the  remaining  such other
plans (collectively, the "Prior Plans").

     Accordingly,  UNITIL and its above-described  subsidiaries (the "Employer")
have adopted  this  amendment  and  restatement  of the Plan,  and to the extent
applicable,  of each of the Prior  Plans,  generally  effective as of January 1,
1989,  in order to (i) take into account the  above-described  events,  and (ii)
comply  with  the  provisions  of the  Tax  Reform  Act of 1986  and  subsequent
legislation  and related  regulations,  to the extent they have not already been
taken into account or complied with.

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     It is the  intent of the  Employer  that the Plan and the trust  thereunder
shall be  established  and  maintained  as (1) an  employee  benefit  plan which
complies with the Employee  Retirement  Income  Security Act of 1974, as amended
("ERISA");  and (2) a plan that is designed to qualify as a profit-  sharing for
purposes of sections  401(a),  401(k),  401(m),  402, 412, 417 and 501(a) of the
Code,  regardless of whether the Employer has current or accumulated earnings or
profits for the Employer  taxable  year ending with or within the relevant  Plan
Year.

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                                    ARTICLE I

                                   DEFINITIONS

1.01      Account.

          "Account"  means the sum held for a Participant  or Beneficiary at any
          time,  reflecting all Pay Reduction  Contributions,  Employer Matching
          Contributions,  Rollover Contributions, Employee Contributions and the
          investment thereof. Unless specified otherwise,  the net value of such
          Account shall be determined as of the Valuation Date  coincident  with
          or next preceding any distribution event.

1.02      Affiliated Employer.

          "Affiliated  Employer" means the Employer and any corporation which is
          a member of a controlled  group of corporations (as defined in section
          414(b) of the Code) which includes the Employer; any trade or business
          (whether  or not  incorporated)  which is  under  common  control  (as
          defined  in  section  414(c)  of the  Code)  with  the  Employer;  any
          organization  (whether  or not  incorporated)  which is a member of an
          affiliated  service  group (as defined in section  414(m) of the Code)
          which  includes  the  Employer;  and any other  entity  required to be
          aggregated  with the Employer  pursuant to  regulations  under section
          414(o) of the Code.

1.03      Beneficiary.

          "Beneficiary" means the person or persons designated by a Participant,
          or otherwise identified, pursuant to the provisions of Section 8.06 of
          the Plan, to receive  distributions of such Participant's Account upon
          his death.

1.04      Board of Directors or Board.

          "Board of  Directors"  or "Board" means the board of directors of each
          respective Employer.

1.05      Code or Internal Revenue Code.

          "Code" or "Internal  Revenue Code" means the Internal  Revenue Code of
          1986, as amended from time to time.

1.06      Compensation.

          "Compensation"  means total  compensation  as defined in Code  section
          415(c)(3)  from the Employer in any one calendar  year  received by an
          Employee  during the period in which he is eligible to  participate in
          the Plan,  including any amount which is  contributed  on behalf of an
          Employee by the  Employer  through a salary  reduction  agreement  and
          which is not  includible  in the gross  income of the  Employee  under
          section  125,  402(e),  402(h) or 403(b)  of the Code,  but  excluding
          solely for the purposes of determining Employer Matching Contributions
          hereunder  any  overtime  pay and  commissions.  In no event  shall an
          Employee's  annual  Compensation  for the purpose of  determining  any
          benefits

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          provided  under the Plan exceed (i),  for periods  occurring  prior to
          January 1, 1994,  $200,000,  and (ii),  for  periods  occurring  after
          December 31, 1993,  $150,000.  These  limitations shall be adjusted at
          such times and in such manner as provided under section  401(a)(17) of
          the Code.

          In determining the  Compensation of a Participant for purposes of this
          limitation,  the rules of Code section  414(q)(6) shall apply,  except
          that in applying such rules,  the term "family" shall include only the
          spouse  of  the  Participant   and  any  lineal   descendants  of  the
          Participant who have not attained age 19 before the close of the year.
          If, as a result of the application of such rules the adjusted $200,000
          or  $150,000  limitation,   as  applicable,   is  exceeded,  then  the
          limitation  shall  be  prorated  among  the  affected  individuals  in
          proportion to each such individual's  Compensation as determined under
          this Section 1.06 prior to the application of this limitation.

1.07      Disability.

          "Disability"  means totally and permanently  disabled as determined by
          the Plan Administrator (a) on medical evidence furnished by a licensed
          physician approved by the Plan Administrator, (b) on evidence that the
          Participant  is eligible for  disability  benefits under any long term
          disability plan sponsored by an Affiliated  Employer but  administered
          by an independent third party, or (c) on evidence that the Participant
          is eligible  for total and  permanent  disability  benefits  under the
          Social Security Act in effect at the date of disability.

1.08      Effective Date.

          "Effective Date" means January 1, 1989, the effective date of the Plan
          (or applicable  Prior Plan) as restated and amended among other things
          to comply with the Tax Reform Act of 1986 and  subsequent  legislation
          and applicable  regulations  thereunder,  provided,  however, that (i)
          Section 8.07 hereof shall  instead be effective as of January 1, 1985,
          (ii)  Sections  3.06 and 3.07 shall instead be effective as of January
          1,  1987,  (iii)  Sections  3.09  and 8.09  hereof  shall  instead  be
          effective  as of January  1, 1993,  and (iv)  Sections  13.04  (second
          paragraph) hereof shall instead be effective as of January 1, 1994, in
          each case  superseding  the  corresponding  provisions of the Plan (or
          applicable Prior Plan) previously in effect. As so restated as of such
          various dates, the respective  provisions of the Plan shall apply only
          to Employees who terminate their  employment or  participation  in the
          Plan (or applicable  Prior Plan) on or after those  respective  dates.
          The rights and  benefits,  if any,  of each  other  Employee  shall be
          determined  in  accordance   with  the  provisions  of  the  Plan  (or
          applicable Prior Plan) in effect on the date such Employee  terminated
          his employment.

1.09      Employee.

          "Employee"  means  any  person  employed  by the  Employer.  The  term
          "Employee"  shall also include any "leased  employee"  deemed to be an
          employee  of  the  Employer  or  any  Affiliated  Employer,  provided,
          however,  that no such leased  employee  shall  thereby be eligible to
          participate in the Plan. The term "leased  employee"  means any person
          (other  than  an  employee  of  the  recipient)  who,  pursuant  to an
          agreement between the recipient

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          and any other person ("leasing organization"),  has performed services
          for the recipient (or for the recipient and related persons determined
          in accordance  with Section  414(n)(6) of the Code) on a substantially
          full-time basis for a period of at least one year, where such services
          are of a type  historically  performed  by  employees  in the business
          field of the recipient employer.  Contributions or benefits provided a
          leased employee by the leasing  organization which are attributable to
          services  performed  for the  recipient  employer  shall be treated as
          provided by the recipient employer.

          A leased employee shall not be considered an employee of the recipient
          if: (a) such  employee  is covered by a money  purchase  pension  plan
          providing: (1) a non-integrated employer contribution rate of at least
          10 percent of compensation, but including amounts contributed pursuant
          to  a  salary  reduction  agreement  which  are  excludable  from  the
          employee's gross income under section 125, section 402(a)(8),  section
          402(h) or section 403(b) of the Code, (2) immediate participation, and
          (3)  full and  immediate  vesting;  and (b)  leased  employees  do not
          constitute  more  than  20  percent  of  the  recipient's   non-highly
          compensated workforce.

1.10      Employee Contributions.

          "Employee Contributions" means amounts contributed by a Participant on
          an after-tax basis pursuant to Section 3.01.

1.11      Employer.

          "Employer"  means  UNITIL   Corporation  and  each  of  the  following
          wholly-owned subsidiaries thereof which have adopted the Plan: Concord
          Electric Company, Exeter & Hampton Electric Company, Fitchburg Gas and
          Electric Light Company,  and UNITIL Service Company. The term Employer
          also  includes any other  organization  that has adopted the Plan with
          the consent of the Employer and any successor of the Employer.

1.12      Employer Matching Contributions.

          "Employer Matching  Contributions" mean the amounts contributed by the
          Employer pursuant to Sections 3.04.

1.13      Employment Commencement Date.

          "Employment  Commencement  Date"  means the date on which an  Employee
          first rendered an Hour of Service to the Employer.

1.14      Entry Date.

          "Entry Date" means January 1 and July 1 of each Plan Year.

1.15      Fund or Trust Fund.

          "Fund" or "Trust  Fund"  means all  property  held by the  Trustee for
          purposes of the Plan.

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1.16      Highly Compensated Employee.

          "Highly  Compensated  Employee" means each highly  compensated  active
          employee and each highly compensated former employee.

          A  highly  compensated  active  employee  includes  any  Employee  who
          performs  service for the Employer during the  determination  year and
          who,  during the look-back  year: (a) received  compensation  from the
          Employer  in  excess  $75,000;  (b)  received  compensation  from  the
          Employer  in excess of $50,000 and was a member of the top- paid group
          for such  year;  or (c) was an officer of the  Employer  and  received
          compensation  during  the year in excess of 50  percent  of the dollar
          limitation in effect under section  415(b)(1)(A) of the Code. A highly
          compensated  active employee is also an Employee who meets both of the
          following  requirements:  (a) an Employee who would be included in the
          preceding  sentence if the determination year were substituted for the
          look-back  year;  and (b) the Employee is one of the 100 Employees who
          received  the  most   compensation   from  the  Employer   during  the
          determination  year. A highly  compensated active employee is also any
          Employee  who was a 5 percent  owner at any time during the  look-back
          year or the determination year.

          The number of officers treated as Highly Compensated Employees must be
          at least 1, but it  cannot  exceed  the  lesser  of (a) 50, or (b) the
          greater of (1) 3 or (2) 10 percent of all Employees.

          The dollar amounts  reflected above shall be adjusted for inflation at
          the same time and in the same manner as the indexing of dollar  limits
          under section 415(d) of the Code.

          For purposes of this Section 1.16, the determination year shall be the
          Plan Year.  The look-back  year shall be the calendar year ending with
          the Plan Year for which testing is being performed.

          The definition of compensation for purposes of this Section 1.16 shall
          be total compensation received from the Employer as defined in section
          414(q)(7) of the Code.

          If, during the look-back year or the  determination  year, an Employee
          is a family  member of either (a) a 5 percent  owner;  or (b) a Highly
          Compensated  Employee who is one of the ten most highly paid Employees
          ranked on the basis of  compensation  received from the Employer,  the
          Employee/family  member  and the 5  percent  owner  or top ten  Highly
          Compensated  Employee  shall be  aggregated  and  treated  as a single
          Employee  receiving  compensation and contributions and benefits equal
          to the sum of the respective amounts each receives. A family member is
          defined as: (a) a spouse;  (b) lineal ascendants and descendants;  and
          (c) the spouses of lineal ascendants and descendants.

          The determination of who is a Highly Compensated  Employee,  including
          the  determinations  of the number and  identity of  Employees  in the
          top-paid group, the top 100 Employees, the number of Employees treated
          as officers and the compensation  that is considered,  will be made in
          accordance  with  section  414(q)  of the  Code  and  the  regulations
          thereunder.

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          The term highly  compensated former employee includes any Employee who
          separated  from  service  (or who was  deemed to have  separated  from
          service)  prior to the  determination  year and who was  treated  as a
          Highly Compensated Employee in either: (a) his separation year; or (b)
          any determination year ending on or after his 55th birthday.

1.17      Hour of Service.

          "Hour of Service" means, with respect to any person, the following:

          (a)  Each hour for which such person is directly or  indirectly  paid,
               or entitled to payment, by the Employer or an Affiliated Employer
               for the  performance  of duties  during the period in  connection
               with which the term is used.

          (b)  Each hour for which such person is directly or  indirectly  paid,
               or  entitled  to  payment,  on  account  of any of the  following
               periods  during which no duties are  performed  (irrespective  of
               whether the employment  relationship has  terminated),  provided,
               however, that no more than 501 Hours of Service shall be credited
               under this  Subsection (b) to any person on account of any single
               continuous  period  during  which  he  performs  no  duties,  and
               provided,  further,  that no such hours  shall be  credited  with
               respect to a payment that is made or due under a plan  maintained
               solely  for the  purpose of  complying  with  applicable  workers
               compensation,  unemployment  compensation or disability insurance
               laws:

               (i)  Periods of time during  which such  person has been  excused
                    from  work by the  Employer  or an  Affiliated  Employer  by
                    reason of vacation,  holiday, illness, incapacity (including
                    disability),  layoff or jury  duty,  provided  that,  in the
                    event  that  such  person  fails to  return to work upon the
                    expiration  of the period for which he has been so  excused,
                    his  employment  shall be  deemed  to  terminate  upon  such
                    expiration;

               (ii) Periods  covered by leaves of absence  authorized in writing
                    by the Employer or an Affiliated Employer, provided that, in
                    the event  the  person  in  question  fails to return to the
                    active employ of the Employer or an Affiliated Employer upon
                    the  expiration  of the period of such  authorized  leave of
                    absence,  his  employment  shall be deemed to terminate upon
                    such expiration;

               (iii)Periods  of  service  with the Armed  Forces  of the  United
                    States if the  person in  question  leaves the employ of the
                    Employer or an  Affiliated  Employer to enter,  and directly
                    enters, such Armed Forces,  provided that, in the event that
                    such person fails to return to the employ of the Employer or
                    an  Affiliated  Employer  within  ninety (90) days after his
                    release  from such  Armed  Forces (or  within  such  further
                    period as the Employer or an Affiliated  Employer may allow)
                    without  intervening  employment  elsewhere,  his employment
                    shall terminate upon the expiration of such ninety (90) days
                    or such further period.

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          (c)  To the extent not already credited under Subsection (a) or (b) of
               this Section 1.17, each hour for which back pay,  irrespective of
               mitigation  of  damages,  is either  awarded  or agreed to by the
               Employer or an Affiliated Employer,  subject to the limitation of
               501 Hours of Service set forth in Subsection  (b) of this Section
               1.17 in crediting Hours of Service for back pay awarded or agreed
               to with respect to periods described in said Subsection (b).

          (d)  To the extent not already  described under Subsection (a), (b) or
               (c) of this Section  1.17,  each hour as then  determined  by the
               Employer or an  Affiliated  Employer  to be credited  for periods
               covered by leaves of absence authorized by it, provided, however,
               that all such  determinations  shall be  uniform  in  nature  and
               applicable to all persons similarly situated.

          The provisions relating to the special rule for determination of hours
          of service for reasons other than the performance of duties and to the
          crediting  of hours of  service  to  computation  periods  in  Section
          2530.200b-2(b) and (c), respectively,  of the United States Department
          of  Labor   Regulations   are   incorporated   herein  by   reference.
          Notwithstanding  the foregoing  provisions  of this Section 1.17,  but
          subject  to the  limitation  of 501  Hours  of  Service  set  forth in
          Subsection  (b), for the purposes of determining  the Hours of Service
          of any person  compensated on a salaried or commission basis, each day
          for which  such  person  shall have  completed  one Hour of Service as
          otherwise  herein  provided shall be deemed the equivalent of ten (10)
          Hours of Service.

1.18      Normal Retirement Age.

          "Normal  Retirement Age" means an Employee's  attainment of age 65 or,
          if  later,  the  5th  anniversary  of  the  date  he  first  became  a
          Participant.

1.19      One-Year Break in Service.

          "One-Year  Break in  Service"  means a Plan  Year in which a person is
          credited with less than 501 Hours of Service, provided,  however, that
          solely for purposes of  determining a One-Year  Break in Service,  any
          person who is on maternity or paternity  leave shall be credited  with
          501 Hours of Service during the first Plan Year in which he would have
          sustained a One-Year Break in Service.

          For this purpose,  maternity or paternity  leave means  termination of
          employment  or absence from work due to the pregnancy of the Employee,
          the  birth of a child of the  Employee,  the  placement  of a child in
          connection  with the  adoption  of the child by the  Employee,  or the
          caring  for  the  Employee's  child  during  the  period   immediately
          following  the  child's  birth or  placement  for  adoption.  The Plan
          Administrator shall determine,  under rules of uniform application and
          based on  information  provided  by the  Employee,  whether or not the
          Employee's  termination  of  employment or absence from work is due to
          maternity or paternity leave.

                                        8


<PAGE>



1.20      Participant.

          "Participant" means an Employee who has become such in accordance with
          Section  2.01,  and for whose  Account an amount  remains in the Trust
          Fund.

1.21      Pay Reduction Contributions.

          "Pay  Reduction  Contributions"  means the amounts  contributed by the
          Employer on behalf of a Participant  through salary reduction pursuant
          to Section 3.01.

1.22      Plan.

          "Plan"  means  the  UNITIL   Corporation  Tax  Deferred   Savings  and
          Investment  Plan as herein set forth,  and as may be amended from time
          to time, and to the extent applicable, any Prior Plan.

          For the purposes hereof, "Prior Plan" means--

          (i)  each of the Concord  Electric  Company Tax  Deferred  Savings and
               Investment  Plan,  as adopted by Concord  Electric  Company,  and
               UNITIL  Corporation Tax Deferred  Savings and Investment Plan, as
               adopted by UNITIL Service Corp. (each  consolidated into the Plan
               as of July 1, 1987);

          (ii) the Exeter & Hampton Electric Company Thrift Savings Plan (merged
               in part with the Plan as of January 1, 1989);

          (iii)the  Fitchburg  Gas  and  Electric  Light  Company  Tax  Deferred
               Savings and  Investment  Plan  (merged with the Plan as of May 8,
               1992); and

          (iv) the Fitchburg Gas and Electric Light Company Tax Deferred Savings
               and Investment Plan (merged with the Plan as of January 1, 1994).

1.22      Plan Administrator.

          "Plan Administrator" means the Employer.

1.23      Plan Year.

          "Plan Year" means a twelve (12) month period commencing  January I and
          ending on December 31.

1.24      Rollover Contributions.

          "Rollover  Contributions" means an amount contributed by a Participant
          pursuant to Section 3.09.

                                        9


<PAGE>



1.25      Trust or Trust Agreement.

          "Trust" or "Trust  Agreement"  means the trust agreement  entered into
          with the Trustee,  pursuant to Article XI herein, as amended from time
          to time.

1.26      Trustee.

          "Trustee"  means the Trustee or Trustees  acting as such under a Trust
          Agreement, including any successor or successors.

1.27      Valuation Date.

          "Valuation  Date"  means the any of the date  established  by the Plan
          Administrator  for the valuation of the assets and  liabilities of the
          Trust.  Valuation Dates shall occur on March 31, June 30, September 30
          and  December 31 of each Plan Year and on such other dates as the Plan
          Administrator deems necessary.

1.28      Year of Service.

          "Year of Service"  means each Plan Year during  which an Employee  has
          completed at least 1,000 Hours of Service.

                                       10


<PAGE>



                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

2.01      Eligibility.

          Each Employee who was a  Participant  in the Plan on December 31, 1987
          shall  automatically be a Participant in the amended and restated Plan
          on January 1, 1989. Each other Employee (other than a leased Employee)
          shall become a Participant on the Entry Date  coinciding  with or next
          following  the date on which he has both  attained 18 years of age and
          complete 1,000 Hours of Service in an "Employment Year" (regardless of
          whether  the  Employment  Year has then been  completed).  The initial
          "Employment  Year"  for  an  Employee  shall  be the  12-month  period
          commencing  on his  "Employment  Commencement  Date,"  and  succeeding
          Employment  Years shall be Plan Years commencing with the Plan Year in
          which occurs the first anniversary date of his Employment Commencement
          Date.  His  "Employment  Commencement  Date"  shall be the date he was
          first credited with an Hour of Service.

2.02      Election of Pay Reduction Contributions and/or Employee Contributions.

          A Participant  may elect at any time, by completing  and delivering to
          the  Plan  Administrator  a form  approved  by it for the  purpose,  a
          percentage of his  Compensation  to be  contributed to the Plan on his
          behalf  as  a  Pay   Reduction   Contribution   and/or   an   Employee
          Contribution.  The  Participant  shall  specify a whole  percentage of
          Compensation and may elect to contribute the amount in any combination
          of Pay Reduction Contributions and Employee  Contributions,  provided,
          however,  that the Employer may impose  reasonable,  nondiscriminatory
          restrictions on the percentages so elected and contributed in order to
          ensure  that  no  Pay  Reduction   Contributions   exceed  the  amount
          deductible by the Employer  under section 404 of the Code. In no event
          shall a Participant  be permitted to make Pay Reduction  Contributions
          and Employee Contributions  aggregating in excess of 12 percent of his
          Compensation.  Notwithstanding anything herein to the contrary, if the
          amount of Pay Reduction  Contributions made on behalf of a Participant
          reaches the limit referenced in Section 3.01 in any calendar year, all
          additional  contributions  made  on  behalf  of the  Participant  will
          automatically be made as Employee Contributions.

2.03      Reemployment.

          A Participant who resumes employment with an Affiliated Employer after
          a  termination  of  employment  shall  be  treated  as  a  Participant
          immediately  upon his rehire and may elect to become a Participant  as
          of the next payroll period following his return to active employment.

                                       11


<PAGE>



                                   ARTICLE III
                     PARTICIPANT AND EMPLOYER CONTRIBUTIONS

3.01      Amount of Pay Reduction Contributions and/or Employee Contributions.

          In  each  Plan  Year  a   Participant   may  authorize  Pay  Reduction
          Contributions   as   described   in  Section   2.02.   Pay   Reduction
          Contributions by a Participant are not to exceed $7,627 (for 1989), or
          such higher  indexed  amount as set by the  Secretary of the Treasury.
          This maximum shall be reduced if the Participant participates in other
          plans of the  Employer or plans of another  employer to which  amounts
          are  contributed  on his behalf at his  election  in  accordance  with
          section  401 (k) of the Code.  This  maximum  also may be reduced  for
          Highly Compensated  Employees in the event that the Plan does not pass
          the applicable nondiscrimination test described in Section 3.06(a). In
          each  Plan  Year,  the   Participant   may  also  authorize   Employee
          Contributions as described in Section 2.02. This amount may be reduced
          for Highly  Compensated  Employees in the event the Plan does not pass
          the applicable nondiscrimination test described in Section 3.06(a).

3.02      Changes in Pay Reduction Contributions and/or Employee Contributions.

          The amount of Pay Reduction  Contributions and Employee  Contributions
          authorized by the Participant to be made on his behalf by the Employer
          shall  remain in effect until such time as he shall change the rate or
          suspend such  contributions  by filing with the Plan  Administrator  a
          form  prescribed  for such  purpose.  A  Participant  may increase his
          contributions  by completing and filing another election form with the
          Plan  Administrator  at least 30 days (or such  shorter  period as the
          Plan   Administrator   may  permit)  before  the  date  on  which  the
          modification  is scheduled to take effect.  A modification  increasing
          contributions shall only take effect on January 1st or July 1st.

          A Participant may decrease or suspend his contributions at any time by
          filing an election  form with the Plan  Administrator  to that effect.
          Any such  election  to decrease  or suspend  contributions  shall take
          effect as of the next  following  payroll  period.  A Participant  may
          resume making  contributions  as of the any  following  January 1st or
          July  1st,   provided  he  files  an  election   form  with  the  Plan
          Administrator  at least 30 days (or such  shorter  period  as the Plan
          Administrator  may permit)  before the date on which the resumption is
          to take effect.

3.03      Applicability of Code Sections 401(k) and 401(m) Rules.

          All Pay  Reduction  Contributions  shall be  subject  to the rules set
          forth  in  section  401(k)  of the  Code  and the  regulations  issued
          thereunder.  All Employee  Contributions shall be subject to the rules
          set forth in  section  401(m) of the Code and the  regulations  issued
          thereunder.  The Plan Administrator shall maintain separate accounting
          records for Pay Reduction Contributions and Employee Contributions.

                                       12


<PAGE>



3.04      Employer Matching Contributions.

          In each Plan Year,  the  Employer  shall make such,  if any,  Employer
          Matching Contributions within the meaning of Code section 401(m)(4)(a)
          on behalf of each Participant,  equal to the  Participant's  aggregate
          Pay Reduction  Contributions and Employee  Contributions  made in that
          Plan Year as are deemed matchable under the following table:

                             Matchable Contributions

          Collective-bargaining Employees of Fitchburg Gas
          and Electric Light Company

          o    Prior to May 1, 1994                                       Nil
          o    From May 1, 1994 through April 30, 1995               1 percent
          o    From May 1, 1995 through April 30, 1996               2 percent
          o    After April 30, 1996                                  3 percent

          All other Employees                                        3 percent

          Notwithstanding any other provisions of the Plan, no Employer Matching
          Contributions shall be made if they would exceed the amount deductible
          by  the  Employer  under  section  404 of the  Code,  and no  Employer
          Matching  Contributions  shall be made or allocated  to a  Participant
          with  respect  to  any  Pay  Reduction  Contributions  required  to be
          returned to the  Participant  pursuant  to Section  3.06(c) or (d), or
          with respect to any Voluntary  Contribution required to be returned to
          the Participant pursuant to Section 3.06(e).

3.05      Payment of Contributions to Trustee.

          As promptly as practicable  after each pay period,  the Employer shall
          remit  to the  Trust  Fund  the  aggregate  amount  of  Pay  Reduction
          Contributions  deducted by the Employer for such pay period, but in no
          event  later  than 30 days  after  the  close  of the Plan  Year.  The
          Employer  shall  remit to the  Trust  Fund  the  aggregate  amount  of
          Employee  Contributions  made by the  Participants for such pay period
          within the time  required by Code section  401(m) and the  regulations
          issued  thereunder.  Any Employer Matching  Contributions to the Trust
          Fund for each Plan Year shall be paid within the time  required by law
          in  order  for the  Employer  to  obtain  a tax  deduction  under  the
          provisions of the Code for such Plan Year.

3.06      Non-Discrimination Provisions.

          (a)  In General. The Plan shall at all times meet the applicable tests
               under  section  401(k)(3)  and  401(m)(2)  of the  Code  and  the
               regulations promulgated thereunder, which are incorporated herein
               by reference.

          (b)  Compensation.  For the purposes of such tests, compensation shall
               mean all amounts paid to an Employee by the  Employer  (including
               amounts for periods prior to becoming a Participant) for personal
               services  as  reported  on  the  Employee's  Federal  Income  Tax
               Withholding Statement (Form W-2) and excluding any benefits paid

                                       13


<PAGE>



               under the Plan,  but including any amount which is contributed by
               the Employer  pursuant to a salary reduction  agreement and which
               is not  includible  in  his  gross  income  under  sections  125,
               402(a)(8),  402(h)  or  403(b)  of the  Code.  For this  purpose,
               compensation shall not exceed (i), for periods occurring prior to
               January 1, 1994, $235,840,  and (ii), for periods occurring after
               December 31, 1993,  $150,000,  each such amount to be adjusted at
               such  times  and  in  such  manner  as  provided   under  section
               401(a)(17) of the Code.

          (c)  Correction of Excess  Deferrals.  If during any taxable year of a
               Participant,   the   total   amount  of  his   salary   reduction
               contributions  to all  qualified  cash or  deferred  arrangements
               exceeds $7,000 (as from time to time adjusted by the Secretary of
               the Treasury),  then the amounts in excess of $8,994 (as adjusted
               as  aforesaid)  are to be  included  in the  Participant's  gross
               income for the taxable year to which such deferral relates.

               Notwithstanding anything in the Plan to the contrary, if prior to
               March 1 following  the close of the  Participant's  taxable year,
               the  Participant  notifies  the Plan that he requests a return of
               part or all of his prior Plan Year's Pay Reduction  Contributions
               which exceed said $7,000 limit (and any income  allocable to such
               amounts)   pursuant  to  section  402(g)  of  the  Code  and  the
               regulations  thereunder,  the Plan may (but is not  required  to)
               return (not later than the first April 15 after the Participant's
               taxable year ends) the amount of the  Participant's Pay Reduction
               Contributions   with  allocable   income  which  the  Participant
               requested  to be  returned.  The  Participant's  request  will be
               limited solely to Pay Reduction  Contributions deemed made in the
               immediately prior taxable year. A Participant whose Pay Reduction
               Contributions  for a taxable  year,  standing  alone,  exceed the
               limit  imposed by  section  402(g) of the Code shall be deemed to
               have  notified the Plan and requested the return of the amount by
               which the Pay Reduction Contributions exceed that limit. The Plan
               Administrator  shall  establish such rules and  regulations as it
               deems  necessary to carry out the effect of this  provision.  The
               Plan Administrator will apply its rules and regulations uniformly
               with respect to each Participant.

          (d)  Correction  of  Excess   Contributions.   If  the  Pay  Reduction
               Contributions  made on behalf of  Participants  cause the Plan to
               fail the applicable  nondiscrimination  test described in Section
               3.06(a),  then any excess  contributions and any allocable income
               shall be returned to the affected  Participants not later than 12
               months  after  the  close of the Plan  Year in which  the  excess
               contribution was made. Any excess contributions to be distributed
               shall be reduced by excess deferrals previously distributed under
               Section 3.06(c).

               If a distribution becomes necessary,  it will be first applied to
               the Participant who is the Highly  Compensated  Employee electing
               the highest percentage of Pay Reduction Contributions pursuant to
               Section  2.02  until  the   applicable   nondiscrimination   test
               described in Section  3.06(a) is met or until such  Participant's
               election  pursuant  to  Section  2.02  is  reduced  to  the  same
               percentage level as the Participant who is the Highly Compensated
               Employee electing the second highest  percentage of Pay Reduction
               Contributions  pursuant to Section 2.02.  If further  limitations
               are required,  then the two Participants'  elections  pursuant to
               Section

                                       14


<PAGE>



               2.02 shall be reduced until the applicable nondiscrimination test
               of  Section  3.06(a)  is  met  or  until  the  two  Participants'
               elections  are  reduced  to  the  same  percentage  level  as the
               Participant who is the Highly  Compensated  Employee electing the
               third highest percentage of Pay Reduction  Contributions pursuant
               to Section 2.02, and such distributions shall continue to be made
               in  a  similar  manner  from  the  Participants  who  are  Highly
               Compensated  Employees making the highest percentage elections to
               the lowest until the applicable  nondiscrimination test described
               in Section 3.06(a) is satisfied.  Excess  contributions  shall be
               allocated  to   Participants   who  are  subject  to  the  family
               aggregation  rules of section 414(q)(6) of the Code in the manner
               prescribed by the regulations.

          (e)  Correction  of Excess  Aggregate  Contributions.  If the Employer
               Matching  Contributions and Employee Contributions made on behalf
               of   Participants   cause   the  Plan  to  fail  the   applicable
               discrimination  test  under  Section  3.06(a),  then  any  excess
               aggregate   contributions  and  any  allocable  income  shall  be
               distributed to the affected Participants, no later than 12 months
               after the close of the Plan  Year in which the  excess  aggregate
               contribution was made.

               If such distribution becomes necessary,  it will be first applied
               to the  Participant who is the Highly  Compensated  Employee with
               the  highest  aggregate   contribution   percentage  of  Employee
               Contributions  pursuant  to Section  2.02 and  Employer  Matching
               Contributions    pursuant   to   Section   3.04(b)    ("Aggregate
               Contribution Percentage") until the applicable  nondiscrimination
               test  of  Section  3.06(a)  is met or  until  such  Participant's
               Aggregate   Contribution   Percentage  is  reduced  to  the  same
               percentage level as the Participant who is the Highly Compensated
               Employee   with  the  second   highest   Aggregate   Contribution
               Percentage.  If further limitations are required,  then both such
               Participants'  percentages  shall be reduced until the applicable
               nondiscrimination test of Section 3.06(a) is met or until the two
               Participants'  Aggregate Contribution  Percentages are reduced to
               the same  percentage  level as the  Participant who is the Highly
               Compensated   Employee   with   the   third   highest   Aggregate
               Contribution  Percentage and such distributions shall continue to
               be made in a similar manner from the  Participants who are Highly
               Compensated  Employees  with the highest  Aggregate  Contribution
               Percentages to the lowest until the applicable  nondiscrimination
               test  of  Section   3.06(a)  is   satisfied.   Excess   aggregate
               contributions  shall be allocated to Participants who are subject
               to the family member  aggregation  rules of section  414(q)(6) of
               the Code in the manner prescribed by the regulations.

3.07      Maximum Limitations on Allocations to Members.

          The  limitations  of  section  415 of the  Code  and  the  regulations
          thereunder  are hereby  incorporated  herein by  reference,  provided,
          however,  that if the maximum benefit limitations of section 415(e) of
          the Code would otherwise be exceeded, a reduction shall be made in the
          benefit payable under,  first, any qualified defined benefit plan, and
          thereafter,  any other qualified defined contribution plan, maintained
          by the Employer to the extent necessary to prevent such excess, all in
          accordance   with  section  415  of  the  Code  and  the   regulations
          thereunder.

                                       15


<PAGE>



3.08      Limited Return of Contributions.

          In the event of a mistake of fact, or the  disallowance of a deduction
          (or  the  deemed  disallowance  of  a  deduction  in  accordance  with
          applicable regulations, rulings or procedures), Employer contributions
          and the earnings  thereon  affected by such  mistake or  disallowance,
          respectively, shall be returned to the Employer within one (1) year of
          the  mistaken  payment  of the  contribution  or  disallowance  of the
          deduction,   as  the  case  may  be,   and   likewise,   Participants'
          contributions and earnings thereon will be returned to Participants.

3.09      Rollover Contributions.

          In addition to Pay Reduction  Contributions  made in  accordance  with
          this Article III:

          (a)  Each Employee may  contribute to the Plan up to the entire amount
               of  cash  received  in  a  lump  sum  distribution  from  another
               qualified defined contribution or defined benefit retirement plan
               intended  to meet  the  requirements  of  section  401(a)  of the
               Internal Revenue Code, provided that such amount must be received
               by the Trustee within sixty (60) days of the  Employee's  receipt
               of the lump sum distribution; and

          (b)  Each  Employee  may  direct  the  trustee,   custodian  or  other
               fiduciary  holding  assets for his  benefit  under the terms of a
               qualified defined contribution or defined benefit plan of another
               employer to transfer to the Plan,  pursuant to section 401(a)(31)
               of the Code, all or a portion of such assets.

          Before  accepting  any such amount  from an  Employee or other  person
          under this Section (a  "Rollover  Contribution"),  the Employer  shall
          determine to its satisfaction  that such contribution does not contain
          amounts  from  sources  which  would  adversely  affect the  continued
          qualification  of the  Plan.  A  Rollover  Contribution  shall  not be
          considered an annual addition for purposes of Section 3.07.

                                       16


<PAGE>



                                   ARTICLE IV
                              INVESTMENT OF ASSETS

4.01      In General.

          Each  Participant  shall  direct  that  all   contributions   made  in
          accordance  with  Article  III  be  invested  in one  or  more  of the
          investment   funds  maintained  by  the  Trustee  in  accordance  with
          procedures established by the Plan Administrator.

4.02      Dividends, Interest, Etc.

          Dividends,  interest and other  distributions  received by the Trustee
          with  respect  to any  investment  fund  shall  be  reinvested  in the
          investment  fund  from  which  such  dividends,   interest  and  other
          distributions were received.

4.03      Investment Directions.

          Investment  directions given by a Participant shall be made in writing
          to the Plan  Administrator  on a form  prescribed for such purpose and
          shall continue in effect until changed by such  Participant by written
          notice  to the  Plan  Administrator  on a  form  prescribed  for  such
          purpose,  subject to such other rules as the Plan Administrator in its
          discretion  may  impose.  Investment  directions  may be changed  with
          regard to future and past contributions as of such dates and otherwise
          in  such  manner  as  from  time  to  time   prescribed  by  the  Plan
          Administrator, provided that no Participant shall be permitted to make
          any such change more frequently than once each calendar quarter.  Such
          election may provide that all future  contributions are to be invested
          in one fund or split among any of the funds in any whole  percentages.
          Such  election may also or in the  alternative  provide that  existing
          Account  balances may be transferred  out of one fund and into another
          fund or funds in any whole  percentages.  In the  event a  Participant
          does not make an election as to the  investment  of the  contributions
          made on his behalf,  such contributions  shall be invested in the Fund
          A, as referenced in Section 4.04 hereof.

4.04      Investment Options.

          The Plan  Administrator,  in its  discretion,  may  expand,  modify or
          otherwise alter the funds  available as investment  vehicles under the
          Plan. As of the Effective Date, the investment  funds available are as
          follows:

          Fund A        Guaranteed Investment Fund

               A fund invested primarily in guaranteed  investment contracts and
               guaranteed  annuity  contracts  issued  by one or more  insurance
               companies.

          Fund B         Conservative Investment Fund (Fidelity Puritan Fund)

               A  fund  invested  in  stocks  and  bonds,  placing  emphasis  on
               investment return and stability.

                                       17


<PAGE>



          Fund C         Aggressive Investment Fund (Fidelity Magellan Fund)

               A fund  invested in stocks,  placing more  emphasis on investment
               return and less on stability.

          Fund D         Company Stock Fund

               A fund invested primarily in qualifying  employer  securities (as
               defined in section 4975(e)(8) of the Code) of UNITIL Corporation.
               Part or all of such fund  shall be  invested  in such  qualifying
               employer securities of UNITIL Corporation, except for investments
               on an interim basis in short-term  fixed income  investments made
               pending   purchase   of  shares  of  such   qualifying   employer
               securities.  All cash  dividends  received  by the  Trustee  with
               respect to the qualifying  employer  securities held in this fund
               shall  be  retained  in such  fund  and  invested  in  qualifying
               employer  securities.  Notwithstanding  the  foregoing,  the Plan
               Administrator  may  establish  such uniform rules with respect to
               this qualifying  employer security fund as it deems necessary and
               appropriate.  All rights,  including voting and tendering rights,
               attributable  to such  qualifying  employer  securities  (whether
               whole or fractional  shares)  shall be exercised  pursuant to the
               terms of the Trust Agreement.

                                       18


<PAGE>



                                    ARTICLE V
                      MAINTENANCE AND VALUATION OF ACCOUNTS

5.01      Participants Accounts.

          There shall be established for each  Participant a separate Account in
          the  Trust  Fund  which  shall  reflect  all  Employee  Contributions,
          Employer Matching Contributions, Pay Reduction Contributions, Rollover
          Contributions,  and the investment  thereof.  Each participant will be
          furnished a statement of his Account at least annually.

5.02      Valuation of Trust Fund and  Allocation  of Increases and Decreases to
          Participants.

          The  interest  of a  Participant  in the Trust Fund shall be valued at
          fair market value and adjusted as of each  Valuation  Date to preserve
          such  Participant's  proportionate  interest  in the  fund or funds in
          which the assets of his Account  are  invested.  As of each  Valuation
          Date,  each such fund or funds shall be adjusted to reflect the effect
          of income  collected  accrued,  realized  and  unrealized  profits and
          losses,  expenses and all other transactions during the period between
          such Valuation Date and the last preceding Valuation Date with respect
          to such fund or funds.

                                       19


<PAGE>



                                   ARTICLE VI
                          WITHDRAWALS DURING EMPLOYMENT

6.01      General Rules.

          Subject to Section  6.03,  a  Participant  whose  employment  with the
          Employer  has not  terminated  may  withdraw all or part of his vested
          Account for one of the purposes  specified in Section  6.02.  The Plan
          Administrator  shall  determine  the  amount  and  timing  of any such
          payment.

6.02      Acceptable Purposes for Withdrawals.

          Subject to Section 6.03, the purposes acceptable for withdrawals under
          Section 6.01 are as follows:

          (a)  purchase,   construction,   improvement  or   preservation  of  a
               principal place of residence for the Participant;

          (b)  education of the Participant or any dependent;

          (c)  unusual  expenses  associated  with  illness or  accident  of the
               Participant or any dependent;

          (d)  unusual expenses associated with death of any dependent; and

          (e)  any  similar  severe  financial  need of the  Participant  or any
               dependent.

6.03      Withdrawal Rules for Pay Reduction Contributions.

          A Participant  who (i) has attained age 59-1/2 or (ii) is experiencing
          hardship  due to an immediate  and heavy  financial  need,  and who in
          either event  otherwise has an acceptable  purpose under Section 6.02,
          may make a withdrawal  from his Pay Reduction  Contributions  Account,
          but  not  more  than  the  aggregate   amount  of  his  Pay  Reduction
          Contributions  and earnings credited thereto prior to January 1, 1989,
          reduced by any  previous  withdrawals.  For  purposes of this  Section
          6.03, a  distribution  will be  considered to be made on account of an
          immediate  and  heavy  financial  need  if it is  made  for any of the
          following  reasons,  but shall be limited to the amount  necessary  to
          satisfy  that need  (including  any amounts  necessary to pay federal,
          state and local taxes and penalties  reasonably  anticipated to result
          from the distribution):

               (i)  Purchase  of a  dwelling  unit  to be  used  as a  principal
                    residence of the Participant;

               (ii) Payment of tuition and related educational fees for the next
                    12 months of post-secondary education for the Participant or
                    his spouse or dependents;

               (iii)Expenses of the Participant,  his spouse, children and other
                    dependents  for medical care  described in section 213(d) of
                    the  Code  which  have  been  previously   incurred  or  are
                    necessary for these persons to obtain such care

                                       20


<PAGE>



                    and which are not  covered by  insurance  or a medical  plan
                    maintained by the Employer; or

               (iv) Payment necessary to prevent the eviction of the Participant
                    from  his  principal  residence  or  the  foreclosure  of  a
                    mortgage on the Participant's principal residence.

          A  Participant  who requests a  distribution  pursuant to this Section
          6.03 must have obtained all other  distributions  (other than hardship
          distributions) and nontaxable (at the time of the loan) loans, if any,
          currently   available  to  him  under  all  plans  maintained  by  the
          Affiliated Employer.  For this purpose,  plan loans will not be deemed
          to be "currently available" to the Participant if taking the plan loan
          will not alleviate (in whole or in part) the  Participant's  financial
          hardship  need or if  repaying  any such  loan  would  itself  cause a
          financial hardship for such Participant.  A Participant who receives a
          distribution from his Pay Reduction  Contributions account pursuant to
          this Section 6.03:  (1) may not make Pay Reduction  Contributions  the
          period of twelve (12) months  immediately  following the distribution,
          and (2) in the calendar year  immediately  following the calendar year
          in which the distribution  occurs (the  "distribution  calendar year")
          the Participant's Pay Reduction  Contributions shall be limited to (i)
          the limit  established by section 402(g) of the Code,  reduced by (ii)
          the amount of the  Participant's  Pay Reduction  Contributions  in the
          distribution calendar year.

                                       21


<PAGE>



                                   ARTICLE VII

                                     VESTING

7.01      Vesting in Pay Reduction, Employee and Rollover Contributions.

          The portion of a Participant's  Account  attributable to Pay Reduction
          Contributions,  Employee  Contributions and Rollover Contributions and
          the earnings thereon shall be fully vested and  nonforfeitable  at all
          times.

7.02      Instances of Full Vesting in Employer Matching Contributions.

          The  portion  of a  Participant's  Account  attributable  to  Employer
          Matching  Contributions and the earnings thereon shall be fully vested
          and nonforfeitable upon:

          (i)  attainment of Normal Retirement Age;

          (ii) death; or

          (iii) Disability.

7.03      Vesting Schedule for Employer Matching Contributions.

          Except as provided  in Section  7.02,  the portion of a  Participant's
          Account  attributable  to  Employer  Matching  Contributions  and  the
          earnings thereon shall be vested according to the following table:

            Years of Vesting Service                 Vested Percentage

                  Fewer than 1                              Nil
               1 but fewer than 2                            33%
               2 but fewer than 3                           67%
                    3 or more                               100%

          In applying  this table,  there shall be excluded any Years of Service
          excluded under the applicable Prior Plan.

          If a new vesting  schedule takes effect because of an amendment to the
          Plan, each Participant who has at least three Years of Vesting Service
          at the time the new schedule takes effect may elect to have his vested
          percentage determined in accordance with the old schedule.

7.04      Forfeitures.

          A  Participant  who is not  fully  vested  in  his  Employer  Matching
          Contributions Account shall forfeit the nonvested portion thereof upon
          the later of the following events:

          (a)  the date on which  there is no  vested  balance  in his  Employer
               Matching Contributions Account; or

          (b)  the termination of his employment with the Employer.

                                       22


<PAGE>



          In any event,  however,  a  Participant  shall  forfeit the  nonvested
          portion of his Employer Matching  Contributions Account upon incurring
          five (5) consecutive One-Year Breaks in Service.

          Until such forfeiture  occurs,  the  Participant  shall retain all the
          rights  of an  active  Participant  under  Article  IV to  direct  the
          investment of any amounts so credited to his Account.  Forfeitures  of
          Employer  Matching  Contributions  shall  be used to  reduce  Employer
          Matching  Contributions  otherwise  required  for the  Plan  Year  and
          reallocated  at the end of the  Plan  Year  as  part of such  Employer
          Matching Contributions.

          If a  Participant  whose  Account  has  experienced  a  forfeiture  is
          reemployed by an Affiliated  Employer  before he has incurred at least
          five (5) consecutive One-Year Breaks in Service, the balance forfeited
          by  the  Participant  shall  be  restored  to  his  Account  as of the
          Valuation  Date  next  following  his  return  to  employment  with an
          Affiliated  Employer.  The  restoration  shall  be made  first  out of
          amounts  forfeited as of that  Valuation Date and then, if that amount
          is  insufficient,  out  of an  additional  contribution  made  by  the
          Employer in an amount sufficient to effect the restoration.

7.05      Vesting Upon Reemployment.

          A Participant  who incurs one or more  consecutive  One-Year Breaks in
          Service  before  returning to employment  with an Affiliated  Employer
          shall have his Years of Vesting  Service  determined  according to the
          following rules:

          (a)  If the  Participant  incurred  fewer  than  five (5)  consecutive
               One-Year  Breaks in  Service,  then all of his  Years of  Vesting
               Service will be taken into account in determining  the vesting of
               his Account immediately upon his reemployment.

          (b)  If the Participant incurred five (5) or more consecutive One-Year
               Breaks in Service,  then no Year of Service  completed  after his
               reemployment  will be  taken  into  account  in  determining  the
               vesting of his  Account  as of any time  before he  incurred  the
               first One-Year Break in Service.

7.06      Suspension Account.

          Notwithstanding   any  provisions   hereof  to  the  contrary,   if  a
          Participant  who prior to having  completed  the Years of  Service  to
          become  entitled  to a vested  right to his entire  Employer  Matching
          Contributions   Account  (and  prior  to  having   incurred  five  (5)
          consecutive  One-Year  Breaks in  Service  with  respect to the amount
          distributed)  receives  a  distribution  from such  Employer  Matching
          Contributions  Account,  then upon each such  distribution  a separate
          account  (a  "Suspension   Account")  shall  be  established  for  him
          hereunder.  On any particular date prior to the occurrence of five (5)
          consecutive  One-Year  Breaks in  Service,  the  Participant  shall be
          entitled to a nonforfeitable  portion of the balance of his Suspension
          Account,  payable as  otherwise  herein  provided,  equal to an amount
          determined by the following formula:

                               X = P(AB + D) - D,


                                       23


<PAGE>



          where, for the purposes of applying the formula,  X is said portion; P
          is the applicable  percentage from the table specified in Section 7.03
          as of  such  particular  date;  AB is the  balance  in the  Suspension
          Account as of such  particular  date;  D is the amount  which was last
          distributed from the Suspension  Account or from his Employer Matching
          Contributions Account when the Suspension Account was established. The
          establishment  of  a  Suspension   Account  for  a  Participant  whose
          employment  with the  Employer  has  terminated  shall  not  prevent a
          forfeiture of any portion of his  Participant  Account  hereunder from
          occurring  and a  reallocation  thereof,  all in  accordance  with the
          general provisions hereof, provided, however, that any such forfeiture
          shall be restored in the event such person again becomes a Participant
          hereunder  prior to incurring five (5)  consecutive  One Year Break in
          Service with respect to such forfeiture.  Except as otherwise provided
          in this  Section  7.06,  any  Suspension  Account  shall be treated as
          though  it were  the  Participant's  Employer  Matching  Contributions
          Account  from  which  it was  derived  for all  purposes  hereof.  Any
          restoration of a  Participant's  Account  balances shall be made first
          from  then-current  forfeitures of other  Participants'  Accounts (and
          such amounts  shall not be dealt with as provided in Section 7.04) and
          second from additional  contributions of the Employer (which shall not
          be allocated to any other Participants).

                                       24


<PAGE>



                                  ARTICLE VIII
                            DISTRIBUTION OF BENEFITS

8.01      Retirement or Termination of Employment.

          Benefits  are  payable  to  the  Participant   upon  his  incurring  a
          Disability, or upon retirement from or other termination of employment
          with the Affiliated  Employers.  Payment of such benefit shall be made
          as soon as practicable pursuant to Section 8.03, or in accordance with
          Section 8.04.

8.02      Death.

          In the event of the death of a Participant,  the full amount  credited
          to his Account  shall be paid from the Trust Fund to his  Beneficiary.
          Such payment shall be made as soon as practicable  pursuant to Section
          8.03  unless the  Beneficiary  elects to defer  receipt of the benefit
          pursuant to Section 8.04 below.

8.03      Timing of Payment.

          Subject to Section  8.04,  benefit  payments  under this  Section 8.03
          shall be made as soon as  practicable,  but in no event later than the
          60th day  following  the last day of the Plan Year in which the latest
          of the following events occurs:

          (a)  the Participant's sixty-fifth (65th) birthday;

          (b)  the Participant's date of termination; or

          (c)  the  tenth  anniversary  of  the  Participant's  commencement  of
               participation.

8.04      Deferral of Payment.

          Notwithstanding  the  provisions  of this  Article  VIII  (other  than
          Section 8.07),  if a  Participant's  Account balance exceeds $3,500 or
          has ever exceeded $3,500 at the time of a prior distribution, it shall
          not be immediately  distributable  without such Participant's  consent
          before the Participant has reached his Normal Retirement Age.

          In the event of  deferral  of payment  under this  Section  8.04,  the
          unpaid portion of the  Participant's  Accounts in the applicable funds
          shall be  credited  or debited  with  gains,  losses or income of such
          funds as provided in Section 5.02.

8.05      Forms, Manner and Medium of Payment.

          Each  Participant  who  separates  from  service  with the  Affiliated
          Employer  because of death,  retirement at or after the  attainment of
          Normal  Retirement Age or otherwise,  or incurs a Disability may elect
          (or in  the  event  of  the  Participant's  death,  the  Participant's
          Beneficiary may elect) to receive his benefits as either:

          (a)  a lump sum; or

                                       25


<PAGE>




          (b)  a series of substantially equal annual installments.

          A Participant (or Beneficiary) who elects a series of installments may
          at any time elect to receive  the  balance of his  benefits  in a lump
          sum.

          All  benefits  hereunder  shall be  payable in cash,  except  that any
          portion of a  Participant's  benefit  which is  invested  in shares of
          qualifying  employer  securities in the qualifying employer securities
          separate  investment Fund D hereunder  (other than fractional  shares)
          shall be paid in such shares, provided,  however, that the Participant
          or Beneficiary may request the Trustee to liquidate such shares at the
          Participant's  or  Beneficiary's  expense  and pay the  cash  proceeds
          instead.

8.06      Designation of Beneficiary.

          Each  Participant  shall  have  the  right  to  designate  one or more
          Beneficiaries  and contingent  Beneficiaries to receive any benefit to
          which such  Participant may be entitled  hereunder in the event of his
          death prior to the complete  distribution of such benefit, by filing a
          written  designation with the Plan  Administrator on a form prescribed
          by the Plan  Administrator.  However,  if a Participant is married and
          has not designated his or her spouse as his sole primary  Beneficiary,
          the  spouse  must  consent  to  and  acknowledge  the  effect  of  the
          designation in writing, unless the spouse cannot be located or in such
          other  circumstances as permitted by regulation.  The spouse's consent
          must be  witnessed  by a notary  public or Plan  representative.  Such
          Participant may thereafter change such designation at any time and for
          any  number  of  times,  with the  consent  of his or her  spouse,  if
          married,  by filing a new designation with the Plan  Administrator.  A
          Beneficiary  designation  shall become effective only upon its receipt
          by the Plan Administrator.

          If a  Participant  fails to designate a  Beneficiary  pursuant to this
          Section 8.06, or if no Beneficiary  survives the Participant,  payment
          shall be made to the  persons  listed  in the  first of the  following
          categories   which   contains  one  or  more  persons   surviving  the
          Participant:  (i) his spouse;  (ii)  natural and adopted  children and
          survivors of them,  in equal  shares;  (iii)  parents and survivors of
          them, in equal shares; or (iv) executor or administrator.

8.07      Required Distributions.

          Notwithstanding  any  provision  in  the  Plan  to the  contrary,  the
          distribution  of a  Participant's  benefits  whether under the Plan or
          through  the  purchase  of an  annuity  contract,  shall  be  made  in
          accordance with the following  requirements and shall otherwise comply
          with Code section 401(a)(9) and the regulations  thereunder (including
          Treasury  Regulation section  1.401(a)(9)-2),  the provisions of which
          are incorporated herein by reference:

          (a)  A  Participant's  benefits  shall be  distributed to him no later
               than April 1st of the calendar  year  following the calendar year
               in which the Participant attains age 70- 1/2, provided,  however,
               that such date  shall  instead  be the April 1st of the  calendar
               year  following the later of the calendar year of his  retirement
               or attainment of age

                                       26


<PAGE>





               70-1/2 if he attained age 70-1/2 before  January 1, 1988, and was
               not a 5% owner  (determined  under Code  section 416, but without
               regard  to  whether  the  Plan  is  top-  heavy).  Alternatively,
               distributions  to a  Participant  must  begin no  later  than the
               applicable April 1st as determined  under the preceding  sentence
               and must be made over the life of the  Participant  (or the lives
               of the Participant and the Participant's  designated Beneficiary)
               or a  period  certain  measured  by the  life  expectancy  of the
               Participant  (or the joint and last survivor  life  expectancy of
               the  Participant  and his designated  Beneficiary)  in accordance
               with applicable regulations.

          (b)  If the  distribution  of a  Participant's  interest  has begun in
               accordance  with the  method  selected  in  Section  8.05 and the
               Participant  dies before his entire interest has been distributed
               to  him,  the  remaining   portion  of  such  interest  shall  be
               distributed   at  least  as   rapidly  as  under  the  method  of
               distribution  selected pursuant to Section 8.05 as of his date of
               death.

          (c)  If a  Participant  dies  before  he  has  begun  to  receive  any
               distribution  of his interest  under the Plan,  his death benefit
               shall be distributed to his Beneficiaries by December 31st of the
               calendar year in which the fifth anniversary of his date of death
               occurs.  It shall  be paid to the  Participant's  Beneficiary  by
               either of the following  methods,  as elected by the  Participant
               (or if no  election  has been  made  prior  to the  Participant's
               death, by his Beneficiary),  subject to the rules specified below
               in this Section 8.07:

               (i)  One lump-sum payment in cash;

               (ii)Payment in monthly,  quarterly,  semi-annual,  or annual cash
                    installments   over  a  period  to  be   determined  by  the
                    Participant or his Beneficiary.  After periodic installments
                    commence, the Beneficiary shall have the right to direct the
                    Trustee  to reduce  the  period  over  which  such  periodic
                    installments shall be made, and the Trustee shall adjust the
                    cash amount of such periodic installments accordingly.

          (d)  The five-year  distribution  requirements of subsection (c) above
               shall  not apply to any  portion  of the  deceased  Participant's
               interest  which is payable to or for the benefit of a  designated
               Beneficiary.  In such event,  such portion may at the election of
               the Participant (or the Participant's  designated Beneficiary) be
               distributed over the life of such designated Beneficiary (or over
               a  period  not  extending  beyond  the  life  expectancy  of such
               designated  Beneficiary)  provided such  distribution  begins not
               later  than  December  31st  of  the  calendar  year  immediately
               following the calendar year in which the Participant died.

               However, in the event the Participant's  spouse (determined as of
               the date of the  Participant's  death)  is his  Beneficiary,  the
               requirement that the distributions  commence within one year of a
               Participant's   death   shall  not   apply.   In  lieu   thereof,
               distributions  must  commence  on or before  the  later  of:  (1)
               December  31st of the calendar  year  immediately  following  the
               calendar year in which the Participant died; or (2) December 31st
               of the calendar year in which the Participant would have attained
               age 70-1/2. If the surviving spouse dies before the distributions
               to such

                                       27


<PAGE>



               spouse begin,  then the  five-year  distribution  requirement  of
               subsection  (c)  above  shall  apply  as if the  spouse  were the
               Participant.

          (e)  For purposes of this Section  8.07,  the election by a designated
               Beneficiary  to  be  excepted  from  the  five-year  distribution
               requirement  must be  made no  later  than  December  31st of the
               calendar year  following  the calendar year of the  Participant's
               death. Except,  however, with respect to a designated Beneficiary
               who is the Participant's  surviving spouse,  the election must be
               made by the earlier of: (1) December  31st of the  calendar  year
               immediately  following the calendar year in which the Participant
               died or, if later,  the  calendar  year in which the  Participant
               would have  attained  age  70-1/2;  or (2)  December  31st of the
               calendar year which contains the fifth anniversary of the date of
               the Participant's death. An election by a designated  Beneficiary
               must be in writing and shall be irrevocable as of the last day of
               the election period stated herein.  In the absence of an election
               by the  Participant  or a designated  Beneficiary,  the five-year
               distribution requirement shall apply.

          (f)  For  purposes of this  Section  8.07,  the life  expectancy  of a
               Participant  and a  Participant's  spouse may, at the election of
               the  Participant or the  Participant's  spouse,  be  redetermined
               annually in accordance with treasury  regulations.  The election,
               once made,  shall be  irrevocable.  If no election is made by the
               time distributions must commence, then the life expectancy of the
               Participant and the Participant's  spouse shall not be subject to
               recalculation.  Life  expectancy  and  joint  and  last  survivor
               expectancy shall be computed using the return multiples in Tables
               V and VI of Treasury Regulation Section ss. 1.72-9.

          (g)  The Plan Administrator may direct the Trustee to segregate into a
               separate  savings  account  the  amount  of  payment  owed  to  a
               Participant or Beneficiary whom it is unable to locate.

8.08      Payments to Alternate Payees.

          Notwithstanding   any  other   provision   of  the   Plan,   the  Plan
          Administrator   may  authorize   payment  to  an  alternate  payee  in
          accordance with the terms of a qualified  domestic  relations order in
          any form available to Participants or Beneficiaries under this Article
          VIII, and such payment may be made before the  Participant to whom the
          qualified  domestic relations order applies has separated from service
          or reached the earliest  retirement age, within the meaning of section
          414(p) of the Code.

8.09      Direct Rollovers.

          (a)  Notwithstanding  any other  provision of the Plan to the contrary
               that would otherwise  limit a  Distributee's  election under this
               Section 8.09, with respect to any  distribution  made on or after
               January 1, 1993, a  Distributee  of a benefit  under the Plan may
               elect,  at the  time  and in the  manner  prescribed  by the Plan
               Administrator,  to  have  any  portion  of an  Eligible  Rollover
               Distribution  paid  directly  to  an  Eligible   Retirement  Plan
               specified by the Distributee, in a Direct Rollover.

                                       28


<PAGE>



          (b)  Definitions. For the purposes of this Section 8.09, the following
               words and  phrases  when used  herein  shall  have the  following
               meanings  and shall be in addition to any other words and phrases
               defined elsewhere in the Plan:

               (1)  Eligible  Rollover   Distribution.   An  "Eligible  Rollover
                    Distribution"  is any  distribution of all or any portion of
                    the balance to the credit of the  Distributee,  except:  any
                    distribution that is one of a series of substantially  equal
                    periodic  payments (not less  frequently than annually) made
                    for the life (or life expectancy) of the Distributee and the
                    Distributee's  designated  beneficiary,  or for a  specified
                    period of ten years or more; any  distribution to the extent
                    it is required under section  401(a)(9) of the Code; and the
                    portion of any  distribution  that is not  includible in the
                    Distributee's gross income (determined without regard to the
                    exclusion for net  unrealized  appreciation  with respect to
                    employer securities).

               (2)  Eligible  Retirement Plan. An "Eligible  Retirement Plan" is
                    an individual retirement account described in section 408(a)
                    of the Code, an individual  retirement  annuity described in
                    section  408(b) of the Code,  an annuity  plan  described in
                    section 403(a) of the Code, or a qualified  trust  described
                    in   section   401(a)  of  the  Code,   that   accepts   the
                    Distributee's Eligible Rollover Distribution; except that in
                    the  case  of  an  Eligible  Rollover  Distribution  to  the
                    surviving  spouse of a Participant,  an Eligible  Retirement
                    Plan is only an individual  retirement account or individual
                    retirement annuity.

               (3)  Distributee.  A  "Distributee"  is  an  Employee  or  former
                    Employee  for whose  Account an amount  remains in the Trust
                    Fund, a Beneficiary who is the surviving  spouse of a former
                    Participant,  or an  alternate  payee  who is the  spouse or
                    former spouse of an Employee or former Employee.

               (4)  Direct  Rollover.  A "Direct  Rollover"  is a payment by the
                    Plan  to  the  Eligible  Retirement  Plan  specified  by the
                    Distributee.

          (c)  The  provisions  of this  Section 8.09 shall be  administered  in
               accordance  with the terms of a "Direct  Rollover  Program,"  not
               inconsistent  with this  Section  8.09 or with any  provision  of
               section  401(a)(31)  or 402 of the  Code,  which is  adopted  and
               amended from time to time by the Plan Administrator, and which is
               incorporated herein by this reference.

                                       29


<PAGE>



                                   ARTICLE IX
                                 EMPLOYEE LOANS

9.01      Eligibility for Loans.

          Each  Participant  shall be  eligible to apply for a loan from the net
          vested  value of his  Account  in the Plan,  excluding,  however,  any
          portion thereof derived from Employee  Contributions.  For purposes of
          this Section 9.01, the term  "Participant"  includes Employees with an
          Account  balance and former such Employees who are parties in interest
          as defined at Section 3(14) of ERISA.

9.02      Limitations, Terms and Conditions for Loans.

          Subject to the following  provisions  hereof, a Participant may borrow
          from the net vested value of his Account an amount as of any Valuation
          Date which,  when aggregated  with all of his outstanding  loans under
          the Plan, is not in excess of one-half of his vested Account as of the
          date on which  the loan is  approved,  and in no  event  greater  than
          $50,000  less his  highest  outstanding  loan  balance  for the  prior
          12-month period. In addition to such rules and regulations as the Plan
          Administrator  may, from time to time,  adopt in writing and which are
          hereby incorporated  herein by reference,  all loans shall comply with
          the following terms and conditions:

          (a)  An  application  for a loan  shall be made in writing to the Plan
               Administrator.

          (b)  Each loan shall be for a minimum of $1,000.

          (c)  Only one loan may be  outstanding  at any time,  and no more than
               one loan may be granted in any 12-month period.

          (d)  The period of  repayment  for any loan  shall in no event  exceed
               five (5) years. Repayment of principal and interest shall be made
               in  substantially  equal  installments,  not less frequently than
               quarterly,  on a  payroll  deduction  basis in the case of active
               Participants  and by remittance  of a check  directly to the Plan
               Administrator in the case of Participants on a leave of absence.

          (e)  Each loan shall be made against  collateral  being the assignment
               of the borrower's entire right,  title and interest in and to the
               Trust Funds  representing 50% of the total vested Account of that
               borrower,  supported by the borrower's collateral promissory note
               for the amount of the loan,  including  interest,  payable to the
               order of the Trustee.

          (f)  Each loan shall bear  interest  at a rate to be fixed by the Plan
               Administrator  and, in  determining  the interest  rate, the Plan
               Administrator  shall  take  into  consideration   interest  rates
               currently  being  charged by persons in the  business  of lending
               money under similar  circumstances.  The Plan Administrator shall
               not  discriminate  among  Participants  in the matter of interest
               rate but loans  granted  at  different  times may bear  different
               interest rates if, in the opinion of the Plan Administrator,  the
               difference in rates is justified by a change in general  economic
               conditions or the practices of commercial lenders.

                                       30


<PAGE>



          (g)  While any loan amount remains outstanding,  no distribution shall
               be made  from  the  Participant's  Account  with  respect  to the
               portion of the Account balance representing the value of the loan
               as an asset of the Account.  If a Participant  does not repay his
               loan  according to the terms agreed upon by the  Participant  and
               Plan Administrator,  the Plan Administrator may, upon termination
               of his  employment,  reduce  the  balance  of  the  Participant's
               Accounts  in the  Plan by the  outstanding  loan  amount  and any
               interest  then due, or,  alternatively,  exercise  such rights or
               remedies  as it may have as a creditor  of the  Participant.  Any
               expenses  incurred by the Plan  Administrator  in exercising such
               rights  or  remedies  shall be  chargeable  to the  Participant's
               Account to the fullest extent permitted by law.

9.03      Separate Loan Accounts.

          If a  Participant  has a loan in  accordance  with this  Article IX, a
          separate  loan  account  shall be  established  as part of his Account
          under the Plan.  Interest and principal  repayments under the terms of
          the  loan  shall  be  credited  to the  Participant's  Account,  and a
          delinquency  or default in  repayment of the loan shall not affect the
          balance of any Account other than the  Participant's.  All  repayments
          and interest  shall be invested in accordance  with the  Participant's
          current  loan  investment  elections  in  force  at  the  time  of the
          repayment.

                                       31


<PAGE>



                                    ARTICLE X
                              TOP-HEAVY PROVISIONS

The following definitions apply for purposes of this Article X:

10.01     Aggregation Group.

          "Aggregation  Group"  means a group  of  retirement  plans,  either  a
          "Required  Aggregation Group" or a "Permissive  Aggregation Group," as
          hereinafter determined.

          (i)  Required Aggregation Group. In determining a Required Aggregation
               Group  hereunder,  each  retirement  plan of the  Employer  or an
               Affiliated  Employer  qualified under section 401(a) of the Code,
               in which a Key  Employee  is a  participant,  and each such other
               plan (including  terminated  plans or Keogh plans, if any) of the
               Employer  or an  Affiliated  Employer  which  enables any plan in
               which a Key Employee  within the meaning of section 416(i) of the
               Code participates to meet the requirements of sections  401(a)(4)
               or 410 of the Code, will be required to be aggregated. Such group
               shall be known as a "Required Aggregation Group."

               In the case of a  Required  Aggregation  Group,  each plan in the
               group  will  be  considered  a  Top-Heavy  Plan  if the  Required
               Aggregation  Group is a Top-Heavy  Group. No plan in the Required
               Aggregation  Group  will be  considered  a Top- Heavy Plan if the
               Required Aggregation Group is not a Top-Heavy Group.

          (ii)Permissive  Aggregation  Group.  The Employer also may include any
               other  plan  not   required  to  be  included  in  the   Required
               Aggregation  Group,  provided  the  resulting  group,  taken as a
               whole,  would  continue  to satisfy  the  provisions  of sections
               401(a)(4)  and 410 of the Code.  Such  group  shall be known as a
               "Permissive Aggregation Group."

               In the case of a Permissive  Aggregation  Group, only a plan that
               is part of the Required  Aggregation  Group will be  considered a
               Top-Heavy Plan if the Permissive Aggregation Group is a Top-Heavy
               Group.  No  plan  in the  Permissive  Aggregation  Group  will be
               considered a Top-Heavy Plan if the Permissive  Aggregation  Group
               is not a Top-Heavy Group.

10.02     Determination Date.

          "Determination  Date" means the last day of the  preceding  Plan Year,
          except for the initial  Plan Year,  in which case  Determination  Date
          means the last day of such Plan Year.

10.03     Top Heavy Plan.

          (a)  The Plan shall be a "Top Heavy  Plan" for any Plan Year in which,
               as of the  Determination  Date,  (1) the Present Value of Accrued
               Benefits  of Key  Employees  and  (2)  the  sum of the  aggregate
               Accounts  of Key  Employees  under  the Plan and all

                                       32


<PAGE>



               plans of an Aggregation Group, exceeds sixty percent (60%) of the
               Present Value of Accrued  Benefits and the aggregate  Accounts of
               all Key and Non-Key  Employees under the Plan and all other plans
               of an Aggregation  Group.  The Present Value of Accrued  Benefits
               and/or the sum of the aggregate Accounts, for this purpose, shall
               include distributions made within the Plan Year that includes the
               Determination Date and the four preceding Plan Years.

               If any  Participant is a Non-Key  Employee for any Plan Year, but
               such Participant was a Key Employee for any prior Plan Year, such
               Participant's  Present Value of Accrued Benefit and/or  aggregate
               Account  balance  shall not be taken into account for purposes of
               determining  whether the Plan is a Top Heavy Plan (or whether any
               Aggregation  Group which includes the Plan is a Top Heavy Group).
               In  addition,  if a  Participant  or Former  Participant  has not
               performed any services for any Employer  maintaining  the Plan at
               any time during the five-year period ending on the  Determination
               Date,  the Present Value of Accrued  Benefit and/or the aggregate
               Account of such  Participant or Former  Participant  shall not be
               taken into  account for the purposes of  determining  whether the
               Plan is Top Heavy.

          (b)  In the case of a defined  benefit  plan,  the  "Present  Value of
               Accrued  Benefit" for a  Participant  other than a Key  Employee,
               shall be as determined  using the single  accrual method used for
               all plans of the Employer and Affiliated Employers, or if no such
               method exists,  using a method which results in benefits accruing
               not more rapidly than the slowest  accrual rate  permitted  under
               section  411(b)(1)(C)  of  the  Code.  The  determination  of the
               Present  Value of Accrued  Benefit  shall be determined as of the
               most recent valuation date that falls within or ends with the 12-
               month period ending on the Determination  Date except as provided
               in section 416 of the Code and the regulations thereunder for the
               first and second plan years of a defined benefit plan.

10.04     Minimum Allocation.

          Notwithstanding  the  provisions  of  Article  III,  for any Plan Year
          during which the Plan is deemed a Top-Heavy  Plan, the sum of Employer
          contributions and forfeitures allocated to the Account of each non-Key
          Employee  shall  be  equal  to at  least  three  (3%) of such  non-Key
          Employee's "compensation." Moreover, if the non-Key Employee is also a
          participant  in any other defined  contribution  plan of an Affiliated
          Employer, the minimum allocation set forth in this Section 10.04 shall
          be reduced by any  allocations  under such other plan with  respect to
          the  non-Key  Employee.  However,  should  the  sum  of  the  Employer
          contributions  and  forfeitures  allocated  to the Account of each Key
          Employee for such  Top-Heavy Plan Year be less than three percent (3%)
          of  each  Key  Employee's  Compensation,   the  sum  of  the  Employer
          contributions  allocated to the Account of each Non-Key Employee shall
          be equal to the largest  percentage  allocated  to the Account of each
          Key   Employee.   For  purposes  of  the  minimum   allocations:   (i)
          Compensation  shall be defined as it is in Treas. Reg. ss. 1.415-2(d);
          and (ii) the  percentage  allocated to the Account of any Key Employee
          shall be equal to the ratio of the sum of the  contribution  allocated
          on behalf of such Key Employee  divided by the  Compensation  for such
          Key Employee.

                                       33


<PAGE>



          If a non-Key Employee is a member of both a defined  contribution plan
          and a defined  benefit  plan that are both part of a Top-Heavy  Group,
          then the three  percent  (3%)  minimum  allocation  percentage  in the
          preceding  paragraph  shall  instead be (i) zero  percent (0%) if such
          non-Key Employee is entitled to a minimum top-heavy benefit under Code
          section 416 under the defined  benefit plan  without  reference to the
          Plan (that is, at least two percent  (2%) times  average  compensation
          times  years of service  up to a maximum  of 10  years),  or (ii) five
          percent (5%) in any other case.

          If a Key Employee is a member in both a defined  contribution plan and
          a defined  benefit  plan that are both part of a Top-Heavy  Group (but
          neither  of such plans is a Super  Top-  Heavy  Plan as  described  in
          section  416(h)(2)(B) of the Code),  the defined  contribution and the
          defined benefit  fractions  incorporated by reference into the Plan by
          Section  3.07 shall  remain  unchanged,  provided  the Account of each
          Non-Key  Employee  receives an extra  allocation  (in  addition to the
          minimum  allocation  set forth  above) equal to not less than four and
          one-half percent (4-1/2 %) of such Non-Key Employee's Compensation.

                                       34


<PAGE>



                                   ARTICLE XI
                              TRUST ADMINISTRATION

11.01     Trust Agreement.

          The Employer has entered into a Trust Agreement with a Trustee for the
          purpose of holding the Fund. The Trust Agreement shall provide,  among
          other things,  that all funds received by the Trustee thereunder shall
          be held,  administered,  invested (in its discretion or as directed by
          an investment advisor designated by the Plan Administrator) subject to
          Article IV and  distributed  by the  Trustee,  and that no part of the
          corpus or income of the Fund held by the Trustee shall be used for, or
          diverted  to,  purposes  other  than  for  the  exclusive  benefit  of
          Participants or their Beneficiaries except as permitted under Sections
          3.08 and 11.04.  The Employer  shall have the authority to remove such
          Trustee  or any  successor  Trustee in  writing  to this  effect.  Any
          Trustee  or any  successor  Trustee  may  resign and in this event the
          Trustee or successor  Trustee  shall notify the Employer in writing to
          this effect.  Upon removal or resignation  of a Trustee,  the Employer
          shall appoint a successor Trustee.

          The Employer  shall have  authority to direct that there shall be more
          than one  Trustee  under  the Trust  Agreement  and to  determine  the
          portion of the  assets  under the Trust  Agreement  to be held by each
          such  Trustee.  If such a  direction  is  given,  the  Employer  shall
          designate  the  additional  Trustee or Trustees and each Trustee shall
          hold and invest and keep  records  with respect to the portion of such
          assets held by it.

          The Plan  Administrator  shall also have the  authority to direct that
          any  portion  of the  assets  shall  be  invested  as  directed  by an
          investment  manager (as defined in Section 3(38) of ERISA)  designated
          by the Plan Administrator.

11.02     Trustee's Right to Retain Cash.

          The Trustee may keep  uninvested  an amount of cash  sufficient in its
          opinion to enable it to carry out the purposes of the Plan.

11.03     Selection of Accountants, Etc.

          The Employer may select a firm of  independent  pubic  accountants  to
          examine  and  report on the  financial  position  and the  results  of
          operations  of the Fund  created  under the Plan,  at such times as it
          deems it proper and/or necessary.

11.04     Trust Expenses, Etc.

          The  Trustee  without  written  directions  may pay  from the Fund all
          expenses  incurred  in  the  administration  thereof,  including,  but
          without  being  limited to, all  brokerage  fees,  taxes of any nature
          which may be imposed upon the Fund or upon any asset included  therein
          or required to pay with respect to the interest of any person therein,
          all handling  expenses,  and the reasonable fees and expenses of legal
          counsel,  accountants  and other agents  employed by the Trustee.  All
          disbursements shall be made out of the Fund only

                                       35


<PAGE>



          to the extent that it is sufficient  therefor.  The  Employer,  in its
          sole  discretion,  may reimburse the Fund for expenses charged against
          it by the Trustee.

11.05     Trust Agreement Part of Plan.

          Any Trust Agreement(s)  entered into pursuant to this Article XI shall
          form a part of the Plan.

                                       36


<PAGE>



                                   ARTICLE XII
                           ADMINISTRATION OF THE PLAN

12.01     Appointment of Administrator.

          The Employer may appoint one or more individuals,  firms, corporations
          or other entities to be the Plan  Administrator.  The Employer may, at
          any  time  and  from  time  to  time,  remove  such  persons  as  Plan
          Administrator,  with or without cause. If the Employer determines that
          the Plan Administrator  shall be a committee of individuals,  it shall
          appoint a committee  (the  "Committee")  to consist of two (2) or more
          persons who may, but need not be, Employees,  and who may be Trustees.
          A member of the  Committee  may be removed by the Employer at any time
          with or without cause. Vacancies in the Committee may be filled by the
          Employer.  The Plan  Administrator  or a member of the  Committee  may
          resign at any time by filing a written notice of the resignation  with
          the Employer. Each member of the Committee shall serve until such time
          as he dies, resigns, or is removed by the Employer.  In the absence of
          any  action  by the  Employer  to  appoint a Plan  Administrator,  the
          Employer shall be the Plan Administrator.

12.02     Authority to Delegate.

          The Plan Administrator may delegate to any person or entity any of its
          powers or duties under the Plan.

12.03     Authority to Establish Rules, Etc.

          The Plan Administrator  shall, from time to time,  establish rules for
          the  administration  of the Plan and the  transaction of its business.
          Except as herein otherwise expressly provided,  the Plan Administrator
          shall have the exclusive right to interpret the Plan and to decide any
          matters arising  thereunder in connection with the  administration  of
          the  Plan.  It shall  endeavor  to act by  general  rules so as not to
          discriminate in favor of or against any person.  The decisions and the
          records of the Plan Administrator shall be conclusive and binding upon
          the Employer,  Participants, and all other persons having any interest
          under the Plan.

12.04     Instructions, Decisions, Compensation, Etc.

          Instructions  of the Plan  Administrator  to the  Trustee  shall be in
          writing.  All decisions and  determinations of the Plan  Administrator
          shall be  recorded,  and all such  records,  together  with such other
          documents as are required for the administration of the Plan, shall be
          preserved.  The Plan  Administrator  shall serve without  compensation
          from  the  Fund.  The  delegates  of the Plan  Administrator  shall be
          entitled to reimbursement  for reasonable and proper expenses incurred
          in  the   performance   of  their  duties  to  be  paid  by  the  Plan
          Administrator.

12.05     Maintenance of Accounts, Etc.

          The Plan  Administrator  shall  maintain  accounts  showing the fiscal
          transactions  of the Plan, and shall keep in convenient form such data
          as may be necessary for valuations of

                                       37


<PAGE>



          the  assets and  liabilities  of the Plan and giving an account of the
          operation  of the Plan for the past  year.  Such  valuations  shall be
          performed as of each Valuation Date,  determining the current value of
          the assets. Such report shall be submitted to the Employer.

12.06     Responsibility of Delegates.

          To the extent that the Employer or the Plan Administrator delegates to
          any person or entity any of its power or duties  under the Plan,  that
          delegate  shall  become  responsible  for  administrative   duties  so
          delegated  and  references  to the Employer or the Plan  Administrator
          shall apply instead to the delegate.

12.07     Claims Procedure.

          A Participant's  initial claim for benefits must be made in writing to
          the Plan  Administrator.  In the event that any claim for  benefits is
          denied in whole or in part, the Participant or Beneficiary whose claim
          for  benefits  has been so denied  shall be notified of such denial in
          writing  by the Plan  Administrator  within 90 days of  receipt of the
          claim.  The notice  advising of the denial shall specify the reason or
          reasons  for  denial,   make  specific  reference  to  pertinent  Plan
          provisions,  describe any additional material or information necessary
          for the claimant to perfect the claim (explaining why such material or
          information   is  needed),   and  shall  advise  the   Participant  or
          Beneficiary,  as the case may be, of the  procedure  for the appeal of
          such denial. All appeals shall be made by the following procedure:

          (a)  The Participant or Beneficiary  whose claim has been denied shall
               file with the Plan Administrator a notice of desire to appeal the
               denial.  Such  notice  shall be filed  within  sixty (60) days of
               notification by the Plan Administrator of claim denial,  shall be
               made in writing,  and shall set forth all of the facts upon which
               the appeal is based.  The Plan  Administrator  shall not consider
               any appeal that is not timely filed.

          (b)  Within  sixty  (60)  days of  receipt  of the  appeal,  the  Plan
               Administrator  shall make a determination as to the merits of the
               appeal and notify the claimant.

          (c)  If necessary  due to special  circumstances,  the ninety (90) day
               period for  initial  determination  of a claim and sixty (60) day
               period for notification of the  determination of an appeal may be
               extended to 120 days.

                                       38


<PAGE>



                                  ARTICLE XIII
                            AMENDMENT AND TERMINATION

13.01     Amendment.

          The provisions of the Plan may be amended by the Employer from time to
          time and at any time in whole or in part,  provided  that no amendment
          shall be  effective  unless  the Plan as so  amended  shall be for the
          exclusive  benefit of the  Participants and their  Beneficiaries,  and
          that no  amendment  shall  operate to deprive any  Participant  of any
          rights or  benefits  fully  vested in him under the Plan prior to such
          amendment.

13.02     Termination.

          While it is the Employer's intention to continue the Plan indefinitely
          in  operation  the  right  is,  nevertheless,  expressly  reserved  to
          terminate  the  Plan  in  whole  or in  part  at any  time.  Any  such
          termination shall be effected only upon conditions that such action is
          taken under the Trust  Agreement as shall render it impossible for any
          part of the corpus of the Fund or the  income  thereof to be used for,
          or diverted to,  purposes other than for the exclusive  benefit of the
          Participants and their Beneficiaries except to the extent permitted in
          Section 3.08.

13.03     Procedure Upon Termination.

          If the Plan is to be  terminated  at any time the Employer  shall give
          written notice to the Trustee. The Trustee shall thereupon revalue the
          assets of the Fund and the individual  Accounts of the Participants as
          of the date of termination,  partial termination, or discontinuance of
          contributions,  and, after  discharging and satisfying any obligations
          of the Plan, shall allocate all unallocated  assets to the Accounts of
          the  Participants at the date of termination.  Upon termination of the
          Plan or  complete  discontinuance  of  contributions,  all  individual
          Participant Accounts shall be fully vested and shall not thereafter be
          subject to forfeiture in whole or in part. Upon a partial  termination
          of the Plan, the  provisions of the preceding  sentence shall apply to
          the  Accounts  of  Participants  as to whom  the  partial  termination
          applies.  The  Plan  Administrator,  in  its  sole  discretion,  shall
          instruct  the  Trustee  either  (1)  to  pay  over  to  each  affected
          Participant,  in accordance  with Article  VIII,  the net value of his
          Account or (2) to continue to manage and  administer the assets of the
          Trust for the benefit of the Participants to whom  distributions  will
          be made in later periods in the manner provided in Article VIII.

13.04     Merger.

          No merger or  consolidation  with,  or  transfer  of any of the Plan's
          assets or liabilities to any other plan shall occur at any time unless
          each  Participant  would (if the Plan had then  terminated)  receive a
          benefit  greater  than the  benefit  the  Participant  would have been
          entitled to receive  immediately  before the merger,  consolidation or
          transfer (if the Plan had then terminated).

          With respect to the  contemplated  merger,  effective as of January 1,
          1994,  of the  Fitchburg  Gas and  Electric  Light  Company  Union Tax
          Deferred Savings and Investment

                                       39


<PAGE>



          Plan  ("Fitchburg  Union  Plan")  with the Plan,  and  subject  to the
          foregoing paragraph and to the favorable determination by the Internal
          Revenue  Service  as  to  the   qualification  of  the  amendment  and
          restatement of the Plan generally effective as of January 1, 1989, and
          the trust  hereunder,  and if necessary or desirable,  the  expiration
          without  disapproval of the appropriate time period after proper prior
          notice  is given  to the  Internal  Revenue  Service  of the  proposed
          transfer of assets  provided for by the  following  provisions of this
          Section 13.04,  the Trustee  hereunder shall receive all assets of the
          Fitchburg  Union Plan,  which assets shall be transferred to it by the
          trustee under the  Fitchburg  Union Plan, to be held under the Plan in
          separate predecessor plan accounts for the respective former Fitchburg
          Union Plan participants.

          Similarly,  any other assets being held in  predecessor  plan accounts
          under  the  Plan  prior to its  amendment  and  restatement  generally
          effective as of January 1, 1989,  shall  continue to be held hereunder
          in such accounts.

13.05     Retroactive Amendments.

          Notwithstanding  the  provisions  of  Section  13.01  or of any  other
          provisions  hereof,  any modifications or amendment of the Plan may be
          made, retroactively,  if necessary, which the Employer deems necessary
          or  appropriate  to conform the Plan to, or to satisfy the  conditions
          or, any law, governmental  regulation or ruling, or to permit the Plan
          or the Trust to meet the requirements of the Internal Revenue Code, or
          of any subsequent federal revenue law.

                                       40


<PAGE>



                                   ARTICLE XIV
                                  MISCELLANEOUS

14.01     Mergers, Etc. with Employer.

          If any  persons  become  employees  of the  Employer  as the result of
          merger or consolidation or as the result of acquisition of all or part
          of the assets or business of another  corporation,  the Employer shall
          determine  to  what  extent,   if  any,  previous  service  with  such
          corporation shall be recognized as service for purposes of eligibility
          in the Plan,  but subject to the continued  qualification  of the Plan
          and Trust as tax exempt under the Code. Any  corporation may terminate
          its  participation in the Plan upon  appropriate  action by it if such
          corporation  ceases to be an Affiliated  Employer,  in which event the
          funds of the Plan held on  account  of  Participants  in the employ of
          such   corporation   and  any  unpaid  balances  of  the  Accounts  of
          Participants  who have separated  from the employ of such  corporation
          shall be  distributed  as  provided  in Section  13.03 in the event of
          termination of the Plan.

14.02     Non-Alienation of Benefits.

          None of the payments,  benefits or rights of any Participant  shall be
          subject  to any claim of any  creditor  of such  Participant  and,  in
          particular,  shall be free  from  attachment,  garnishment,  trustee's
          process,  or any other legal or  equitable  process  available  to any
          creditor of such  Participant.  No Participant shall have the right to
          alienate,  commute,  pledge, encumber or assign any of the benefits or
          payments  which he may expect to receive,  contingently  or otherwise,
          under the  Plan,  except  the  right to  designate  a  Beneficiary  or
          Beneficiaries  as herein before provided and the right to assign up to
          50% of the vested balance of his Account as collateral  security for a
          loan to him pursuant to Article IX.

          The preceding  paragraph also shall apply to the creation,  assignment
          or  recognition  of a right to any benefit  payable  with respect to a
          Participant  pursuant to a domestic relations order, unless such order
          is a qualified  domestic  relations order as defined in section 414(p)
          of the Code.

14.03     Participant and Employee Rights.

          Neither the  establishment of the Plan, nor any modification  thereof,
          nor the creation of the Fund, Trust or Account, nor the payment of any
          benefits  shall be construed as giving any  Participant or Employee of
          the Employer or any person  whomsoever,  any legal or equitable  right
          against the Employer,  the Trustee, or the Plan Administrator,  unless
          such right shall be specifically provided for in the Trust or the Plan
          or conferred by  affirmative  action of the Plan  Administrator  or in
          accordance with the terms and provisions of the Plan; or as giving any
          Participant  or Employee of the  Employer  the right to be retained in
          the service of the Employer and all  Participants  and other Employees
          shall  remain  subject to  discharge to the same extent as if the Plan
          had never been adopted.

                                       41


<PAGE>



14.04     Incapacity of Payee.

          If the Plan  Administrator  deems any person  incapable  of  receiving
          benefits to which the  Participant  is entitled by reason of minority,
          illness,  infirmity or other incapacity,  it may direct the Trustee to
          make payment  directly for the benefit of such person or to any person
          selected by the Plan Administrator to disburse it, whose receipt shall
          be complete  acquittance  thereof.  Such payments shall, to the extent
          thereof,   discharge  all   liability  of  the   Employer,   the  Plan
          Administrator, the Trustee and the Fund.

14.05     Actions by the Employer.

          Notwithstanding  anything  herein to the contrary,  any of the actions
          the Employer  takes in accordance  with Articles XI through XIII shall
          be taken  by  majority  vote of each  Board  of  Directors,  provided,
          however,  that any  particular  Employer that has adopted the Plan may
          withdraw from further  participation  at any time with respect to some
          or all of its  Employees by action of its Board of  Directors  without
          the approval of any other Board of Directors.

14.06     Governing Law.

          Except as  provided  differently  by  federal  law,  the Plan shall be
          construed under the laws of the state of New Hampshire.

14.07     Titles, Etc.

          The titles of Articles are included for convenience  only and if there
          shall be any conflict between the titles and the text of the Plan, the
          text shall control.

     IN WITNESS WHEREOF,  the Employer has caused this instrument to be executed
by its duly authorized representative this 23rd day of December,1994.

(CORPORATE SEAL)                              UNITIL CORPORATION

Attest: /s/ Gail A. Siart                     By: /s/ Michael J. Dalton
        -----------------                         ---------------------
         Its Secretary                               Its President
(CORPORATE SEAL)                              UNITIL SERVICE CORP.

Attest: /s/ Gail A. Siart                     By: /s/ Peter J. Stulgis
        -----------------                         --------------------
         Its Secretary                               Its President
(CORPORATE SEAL)                              CONCORD ELECTRIC COMPANY

Attest: /s/ Sandra L. Walker                  By: /s/ Michael J. Dalton
        --------------------                      ---------------------
         Its Secretary                               Its President

                                       42


<PAGE>




(CORPORATE SEAL)                              EXETER & HAMPTON ELECTRIC
                                              COMPANY

Attest: /s/ Sandra L. Walker                  By:  /s/ Michael J. Dalton
        --------------------                       ---------------------
         Its Secretary                               Its President
(CORPORATE SEAL)                              FITCHBURG GAS AND ELECTRIC
                                              LIGHT COMPANY

Attest: /s/ Thomas J. Conry, Jr.              By: /s/ Michael J. Dalton
        ------------------------                  ---------------------
         Its Clerk                                   Its President


                                       43