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                                                                  Exhibit 10.05

















                                 SENIOR ADVISORY



                                    AGREEMENT




                                     between




                              BAY STATE GAS COMPANY



                                       AND



                              CHARLES H. TENNEY, II





                          dated as of January 27, 1994










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THIS AGREEMENT made effective as of January 27, 1994, by and between Bay State
Gas Company, a Massachusetts Corporation having its principal place of business
at 300 Friberg Parkway, Westborough, MA 01581 (the "Company") and Charles H.
Tenney, II (the "Senior Advisor"), an individual residing at 30 Cedar Road,
Chestnut Hill, MA 02167.


WITNESSETH THAT


NOW, THEREFORE, in consideration of the premises and the mutual benefits to be
derived from this Agreement, the Company and the Senior Advisor hereby agree as
follows:

1.  Duties.

  a. During the Agreement Period, the Company shall retain the Senior Advisor as
an advisor to the Company and its management on important policy issues. In such
capacity, the Senior Advisor shall render such advice on policy matters
affecting the Company as the Chief Executive Officer of the Company shall
request from time to time, and shall be reasonably available to participate in
Senior Management Committee meetings at which important business and policy
issues are to be discussed if requested by the Chief Executive Officer. It is
understood that the Senior Advisor shall act during the Agreement Period in the
capacity of an independent contractor and shall not be subject to the direction,
control or supervision of the Company.

  b. The Senior Advisor shall arrange his corporate, legal and private business
affairs so that they do not conflict with the services being rendered to the
Company by the Senior Advisor and are not in any way inimical to or competitive
with the Company.

2.  Term.

This Agreement shall be for an initial term which shall commence on January 22,
1994 and shall terminate on January 21, 1996, unless extended as hereinafter
provided for. The initial term of this Agreement shall be automatically extended
for additional two-year terms, commencing on January 22, 1996 and on each 





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second anniversary of such date thereafter, unless this Agreement is terminated
by either party prior to the end of the initial term or any such extension term
by the delivery of written notice of termination not less than three months nor
more than six months prior to the end of the initial term or the appropriate
extension term. The term of this Agreement as provided for hereinabove is herein
referred to as the "Agreement Period".

3.  Remuneration.

For his services as Senior Advisor during the Agreement Period, the Senior
Advisor shall receive a fee of $93,750 for the first year of the Agreement
Period, and a fee of $62,500 for each year of the Agreement Period thereafter,
plus in each instance reasonable and normal business related expenses, including
out-of-pocket reimbursement and business travel. In addition, for any portion of
the Agreement Period during which he serves as Chairman of the Board of
Directors of the Company, the Senior Advisor shall receive for such services
$3,000 per month ($36,000 per year) plus all outside Director remuneration,
including the annual Director's retainer (currently $9,000), the per meeting fee
for meetings of the Board of Directors and Board Committees (currently $600) and
the annual Committee retainer (currently $750).

4.  Other Remuneration.

The Senior Advisor shall receive the retirement, medical and other benefits to
which he is entitled as a retiree from the Company, including without limitation
his benefit under the Company's Supplemental Executive Retirement Plan.

5.  Office, Secretary and Support.

The Senior Advisor shall be provided, during the Agreement Period, with an
office, secretary and other administrative services and facilities as needed.

6.  Assignability.

The terms of this Agreement shall be binding upon and inure to the benefit of
the Company and its successors and assigns; the Senior Advisor shall not assign,
pledge or encumber his interest in this Agreement.




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7.  Waiver and Further Agreement.

A waiver of any breach of any terms or conditions of this Agreement shall not
operate as a waiver of any other breach of such terms or conditions or any other
term or condition, nor shall any failure to enforce any provision hereof operate
as a waiver of such provision or of any other provision hereof.

8.  Severability.

  a. In case any one or more of the provision or part of a provision contained
in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect in any jurisdiction, such invalidity, illegality or
unenforceability shall be deemed not to affect any other jurisdiction or any
other provision or part of a provision of this Agreement, and this Agreement
shall be reformed and construed in such jurisdiction as if such provision or
part of a provision held to be invalid or illegal or unenforceable had never
been contained herein, and such provision or part shall be reformed and
construed so that it would be valid, legal and enforceable in such jurisdiction
to the maximum extent possible.

  b. This Agreement contains the entire agreement between the Company and the
Senior Advisor with respect to the subject matter hereof.

  c. This Agreement may not be amended, waived, changed, modified or discharged
except by an instrument in writing executed by or on behalf of the party against
whom any amendment, waiver, change, modification or discharge is sought.

9.  Notice.

All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed by
United States first-class certified or registered mail, postage prepaid, to the
addresses stated above.

10. Governing Law.

This Agreement shall be governed by and construed under the laws of the
Commonwealth of Massachusetts.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.



                              BAY STATE GAS COMPANY



                              By:/s/ Roger A. Young

                              Title: President







                              /s/ Charles H. Tenney II







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                                    AMENDMENT
                                    ---------

     To the Senior Advisory Agreement between Bay State Gas Company and Charles
H. Tenney II dated as of January 27, 1994 as follows:

1.   This amendment made effective as of May 2, 1996.
   
2.   At Article 3, Remuneration, the amount on line 3 shall be changed from
     $62,500 to $72,500.
    
     IN WITNESS WHEREOF, the parties hereto have executed this amendment as of
the date in paragraph 1 above.       
    
                                      BAY STATE GAS COMPANY



                                      BY: /s/ Roger  A. Young
                                          ------------------------------------
                                          Chairman of the Board of Directors





                                          /s/ Charles H. Tenney II
                                          ------------------------------------
                                          Charles H. Tenney II