EASTERN UTILITIES ASSOCIATES



                             EMPLOYEE'S SAVINGS PLAN


                 Amended and Restated Effective January 1, 1989
                 (Including Amendments through January 1, 1992)

                                                         December, 1994
                                 TABLE OF CONTENTS

Section
PREAMBLE


ARTICLE I-                  DEFINITIONS

     Account                                                    1.1
     Affiliated Employer                                        1.2
     After-Tax Participant Contribution(s)                      1.3
     After-Tax Participant Contribution(s) Account              1.4
     Authorized Leave of Absence                                1.5
     Beneficiary                                                1.6
     Board                                                      1.7
     Code                                                       1.8
     Committee                                                  1.9
     Common Shares                                              1.10
     Disability                                                 1.11
     Earnings                                                   1.12
     Effective Date                                             1.13
     Eligible Employee                                          1.14
     Employee                                                   1.15
     Employer                                                   1.16
     Employment Date                                            1.17
     Entry Date                                                 1.18
     ERISA                                                      1.19
     Fiduciary                                                  1.20
     Former Participant                                         1.21
     Highly Compensated Employee                                1.22
     Highly Compensated Group                                   1.23
     Matching Contribution                                      1.24
     Matching Contribution Account                              1.25
     Nonparticipating Employer                                  1.26
     One Year Break in Service                                  1.27
     Parental Absence                                           1.28
     Participant                                                1.29
     Participating Employer                                     1.30
     Plan                                                       1.31
     Plan Year                                                  1.32
     Pre-Tax Participant Contribution(s)                        1.33
     Pre-Tax Participant Contribution(s) Account                1.34
     Qualified Voluntary Employee Contribution(s)               1.35

Section
     Qualified Voluntary Employee Contribution(s) Account       1.36
     Rollover Contribution                                      1.37
     Rollover Contribution Account                              1.38
     Service                                                    1.39
     Service Termination Date                                   1.40
     Spouse                                                     1.41
     Trust or Trust Fund                                        1.42
     Trust Agreement                                            1.43
     Trustee                                                    1.44
     Valuation Date                                             1.45

ARTICLE II      -    PARTICIPATION

     Eligibility to Participate                                 2.1
     Commencement of Participation                              2.2
     Transfers                                                  2.3
     Reemployment of Terminated Employee or Resumption of
     Employment Following Leave of Absence                      2.4


ARTICLE III     -    PARTICIPANT CONTRIBUTIONS AND MAXIMUM AMOUNTS

     Pre-Tax Participant Contribution(s)s                       3.1
     After-Tax Participant Contribution(s)s                     3.2
     Rollover Contributions                                     3.3
     Change in Level of Contributions                           3.4
     Suspension and Resumption of Contributions                 3.5
     Change in Earnings                                         3.6
     Remittance of Participant Contributions                    3.7
     Limitation on Amount and Return of Pre-Tax
        Participant Contribution(s)s In Certain Instances       3.8
     Limitation on Amount and Return of After-Tax
        Participant Contribution(s)s In Certain Instances       3.9

Section

ARTICLE IV      -    MATCHING CONTRIBUTIONS AND OVERALL CONTRIBUTION LIMITS

     Matching Contributions                                     4.1
     Remittance of Matching Contributions                       4.2
     Limitation on Amount of Matching Contributions and
      After-Tax Participant Contribution(s) In
       Certain Instances                                        4.3
     Aggregate Limit Test                                       4.4
     Maximum Total Allocations                                  4.5
     Annual Additions                                           4.6
     Contributions Conditioned on Tax Deductibility             4.7
     Return of Contributions                                    4.8
     Payment of Expenses                                        4.9


ARTICLE V       -    INVESTMENT OF CONTRIBUTIONS

     Committee to Establish Accounts                            5.1
     Investment Options                                         5.2
     Change in Investment Options                               5.3
     Investment Rules                                           5.4


ARTICLE VI      -    TRUST FUND

     Trust Fund                                                 6.1
     Valuation of Funds                                         6.2
     Valuation of Participant Accounts                          6.3
     Responsibilities of the Investment Manager                 6.4
     Statements of Participant Accounts                         6.5
     Valuation for Distribution                                 6.6

ARTICLE VII     -    DEATH AND DISABILITY

     Death Benefit                                              7.1
     Payment of Death Benefit                                   7.2
     Designation of Beneficiary                                 7.3
     Payment Other Than to Beneficiary                          7.4
     Definition of Disability                                   7.5
     Disability Benefit                                         7.6
     Recovery from Disability                                   7.7

Section

ARTICLE VIII    -    VESTING AND TERMINATION OF EMPLOYMENT

     Vesting of Contributions                                   8.1
     Vesting Prior to August 1, 1983                            8.2
     Method of Payment                                          8.3

ARTICLE IX      -    LOANS AND WITHDRAWALS

     Withdrawals from Matching and Rollover
        Contribution Accounts                                   9.1
     Withdrawals from After-Tax Participant
        Contribution(s) Account                                 9.2
     Withdrawals from Qualified Voluntary Employee
        Contribution(s) Account                                 9.3
     Withdrawals from Pre-Tax Participant Contribution(s)
        Account                                                 9.4
     Hardship Withdrawals                                       9.5
     Rules for Withdrawals                                      9.6
     Debiting of Withdrawals                                    9.7
     Participant Loans                                          9.8
     Rules Relating to Loans                                    9.9


ARTICLE X       -    PAYMENT OF BENEFITS

     Entitlement to Distribution                                10.1
     Form of Payment                                            10.2
     Time of Payment                                            10.3
     Amount of Distribution                                     10.4
     Death Benefits                                             10.5
     Limitation on Distributions                                10.6
     Segregated Accounts                                        10.7
     Missing Persons                                            10.8


ARTICLE XI      -    EMPLOYEES' SAVINGS PLAN COMMITTEE

     Responsibility for Plan and Trust Administration           11.1
     Retirement Plan Committee                                  11.2
     Agents of the Committee                                    11.3
     Committee Procedures                                       11.4
     Administrative Powers of the Committee                     11.5


Section

     Benefit Claims Procedures                                  11.6
     Reliance on Reports and Certificates                       11.7
     Other Committee Powers and Duties                          11.8
     Compensation of Committee                                  11.9
     Member's Own Participation                                 11.10
     Liability of Committee Members                             11.11
     Indemnification                                            11.12


ARTICLE XII     -    FIDUCIARY RESPONSIBILITIES

     Basic Responsibilities                                     12.1
     Actions of Fiduciaries                                     12.2
     Fiduciary Liability                                        12.3
     Bonding of Fiduciaries                                     12.4
     Indemnification of Fiduciaries                             12.5


ARTICLE XIII    -    AMENDMENT AND TERMINATION

     Internal Revenue Service Qualification                     13.1
     Employer's Right to Amend or Terminate                     13.2
     Participating Employer's Right to Terminate                13.3
     Valuation of Assets                                        13.4
     Distribution of Assets                                     13.5

ARTICLE XIV     -    TOP-HEAVY PLAN REQUIREMENTS

     General Rule                                               14.1
     Minimum Contribution Provisions                            14.2
     Limitation on Contributions                                14.3
     Coordination With Other Plans                              14.4
     Top-Heavy Plan Definitions                                 14.5

     Key Employee                                               14.6
     Non-Key Employee                                           14.7
     Change from Top-Heavy Status                               14.8


Section

ARTICLE XV      -    GENERAL PROVISIONS

     Plan Voluntary                                             15.1
     Payments to Minors and Incompetents                        15.2
     Non-Alienation of Benefits                                 15.3
     Use of Masculine and Feminine; Singular and Plural         15.4
     Merger, Consolidation or Transfer                          15.5
     Leased Employees                                           15.6
     Governing Law                                              15.7

                                     PREAMBLE


Effective January 1, 1982, Eastern Utilities Associates (the "Employer")
established a retirement plan referred to as the Eastern Utilities Associates
Employees' Savings Plan (the "Plan") as provided herein.  A Trust Agreement has
been adopted by the Employer and is intended to form a part of this Plan.  The
purpose of this Plan is to encourage employee savings for retirement and to
provide a tax qualified facility for accumulation of funds to be used to
provide benefits payable to an Employee upon his retirement, death, disability,
termination of employment, or on certain other occasions.

This Plan constitutes an amendment to, restatement of, and continuation of the
Plan as it was originally effective January 1, 1982, and as amended from time
to time thereafter.  This amendment and restatement is effective January 1,
1989, except to the extent otherwise specifically provided herein.

Effective January 1, 1992, the Newport Electric Corporation Deferred
Compensation Thrift Plan was merged into and became a part of this Plan.  The
merged plans are maintained as a single plan pursuant to Section 414(l) of the
Internal Revenue Code of 1986 (the "Code") and applicable regulations and
rulings.  Except as otherwise provided herein, the terms of this Plan shall
govern the participation of and accounts of those employees formerly employed
by Newport Electric Corporation.

It is intended that this Plan be qualified under Section 401(a) of the Code, as
amended from time to time, and meet the requirements of Code Section 401(k) as
a qualified cash or deferred arrangement.  It is also intended that the Trust
be exempt from taxation as provided under Code Section 501(a).

                                     ARTICLE I
                                   DEFINITIONS


The following words and phrases when used in the Plan shall have the following
meanings, unless a different meaning is plainly required by the context:

1.1       "Account" shall mean the credit balance of a Participant in the Trust
           Fund represented by his Pre-Tax Participant Contribution(s) Account,
           Matching Contribution Account, After-Tax Participant Contribution(s)
           Account, Qualified Voluntary Employee Contribution(s) Account and
           his Rollover Contribution Account, if any.

1.2       "Affiliated Employer" shall mean any corporation which is included
           with the Employer in a controlled group of corporations, as
           determined in accordance with Code Section 414(b), any
           unincorporated trade or business which, as determined under
           regulations of the Secretary of the Treasury, is under common
           control of the Employer under Code Section 414(c), any organization
           that includes the Employer, which is a member of an affiliated
           service group, as defined in Code Section 414(m), and any other
           entity required to be aggregated with the Employer pursuant to
           regulations under Code Section 414(o).  For the purposes of Sections
           4.5 and 4.6, Code Sections 414(b) and (c) shall be applied as
           modified by Code Section 415(h).

1.3       "After-Tax Participant Contribution(s)" shall mean contributions made
           to the Plan by a Participant on an after-tax basis pursuant to
           Article III.

1.4       "After-Tax Participant Contribution(s) Account" shall mean a
           Participant's interest in the Trust Fund attributable to After-Tax
           Participant Contribution(s) made to the Plan including investment
           experience thereon.

1.5       "Authorized Leave of Absence" shall mean an Employee's temporary
           absence from work which is approved and authorized by the Employer
           or Participating Employer according to uniform and nondiscriminatory
           rules.  An Authorized Leave of Absence shall include a Parental
           Absence as defined in Section 1.28.

1.6       "Beneficiary" shall mean the person or persons designated by the
           Participant or Former Participant to receive benefits under the Plan
           in the event of the Participant's death.  If the Participant is
           married and designates someone other than his legal Spouse, his
           Beneficiary designation must include the written consent of his
           legal Spouse at the time the designation is made in order to be
           valid.  A former Spouse's consent shall not be binding on a
           subsequent Spouse.

          Such written consent must approve the specific beneficiary
          designated, acknowledge the effect of such designation and be
          witnessed by a notary public or a Plan representative.  If it is
          established to the satisfaction of the Committee that the Participant
          has no Spouse, or that the Spouse's consent cannot be obtained
          because the Spouse cannot be located, or because of such other
          circumstances as may be prescribed in regulations issued pursuant to
          Code Section 417, such written consent shall not be required.  If no
          valid Beneficiary designation is in effect at the time of the
          Participant's death, Section 7.4 shall apply.

1.7       "Board" shall mean the Board of Trustees of the Employer.

1.8       "Code" shall mean the Internal Revenue Code of 1986, as amended from
          time to time and any regulations issued thereunder.  Reference to any
          Code Section shall include any successor provision thereto.

1.9       "Committee" shall mean the person or persons designated by the
          Employer as the Employees' Savings Plan Committee to administer the
          Plan in accordance with Article XI.

1.10      "Common Shares" shall mean common shares of the Employer's stock with
          voting power and dividend rights no less favorable than the voting
          power and dividend rights of any other common shares of stock issued
          by the Employer.

1.11      "Disability" shall mean a total and permanent disability as defined
           pursuant to Article VII.

1.12      "Earnings" shall mean the regular straight time wages paid by the
          Employer to an Employee during a Plan Year, exclusive of overtime,
          bonuses, and the Employer's cost for any public or private employee
          benefit plan (including this Plan) except that Earnings shall include
          any Pre-Tax Participant Contribution(s) made here-under and any
          salary deferrals made by the Employee to a plan maintained by a
          Participating Employer which meets the requirements of Code Section
          125 during the Plan Year.

          A Participant's Earnings taken into account under the Plan for any
          Plan Year shall not exceed $200,000 ($150,000 for Plan Years
          beginning January 1, 1994) or such amount as indexed pursuant to Code
          Sections 401(a)(17) and 415(d) and the applicable regulations
          thereunder.

          In determining the Earnings of an Employee for purposes of the Code
          Section 401(a)(17) limitation, the rules of Code Section 414(q)(6)
          shall apply except that the term "family" shall include only the
          Spouse of an Employee and any linear descendants of the Employee who
          have not attained age 19 before the close of the Plan Year.

          If the Earnings of the Employee exceeds the Code Section 401(a)(17)
          limitation, then such limitation shall be pro-rated among the
          Earnings of the Employee and his family (as determined under this
          Section 1.12 prior to the application of the Code Section 401(a)(17)
          limitation) in proportion to each such individual's Earnings (as
          determined under this Section 1.12 prior to the application of the
          Code Section 401(a)(17) limitation).

1.13      "Effective Date" shall mean January 1, 1989, the effective date of
          the amendment and restatement of the Plan.  The original effective
          date of the Plan is January 1, 1982.

1.14      "Eligible Employee" shall mean an Employee who is included in the
          eligible class described in Section 2.1.

1.15      "Employee" shall mean any common-law employee of the Employer or an
          Affiliated Employer, excluding any individual who is an independent
          contractor, a consultant, or a Trustee of Eastern Utilities
          Associates unless such Trustee is otherwise an Employee of the
          Company.

          A leased employee as described in Code Section 414(n)(2) shall be
          considered an Employee only to the extent required by Section 15.6.

1.16      "Employer" shall mean Eastern Utilities Associates, a voluntary
          association formed under a Declaration of Trust dated April 2, 1928
          as amended under the laws of the Commonwealth of Massachusetts or its
          successor or successors.

1.17      "Employment Date" shall mean the first day for which an Employee
          receives credit for an Hour of Service.

1.18      "Entry Date" shall mean any January 1 or July 1.  Effective July 1,
          1992, Entry Date shall mean the first day of any calendar month.

1.19      "ERISA" shall mean the Employee Retirement Income Security Act of
          1974, as amended from time to time.  References to any section of
          ERISA shall include any successor provision thereto.

1.20      "Fiduciary" shall mean any person who exercises any discretionary
          authority or discretionary control respecting the management of the
          Plan, assets held under the Plan, or disposition of Plan assets; who
          renders investment advice for a fee or other compensation, direct or
          indirect, with respect to assets held under the Plan or has any
          authority or responsibility to do so; or who has any discretionary
          authority or discretionary responsibility in the administration of
          the Plan.  Any person who exercises authority or has responsibility
          of a fiduciary nature as described above shall be considered a
          Fiduciary under the Plan.

1.21      "Former Participant" shall mean an individual who was a Participant,
          has terminated employment with the Employer and all Affiliated
          Employers, and has received a distribution of his Account under the
          Plan.

1.22      "Highly Compensated Employee" shall mean each Employee who at any
          time during the current or preceding Plan Year:

          (a)  was a 5% owner (as defined in Code Section 416(i)(l)) of the
               Employer or an Affiliated Employer;

          (b)  received compensation from the Employer or an Affiliated
               Employer in excess of $75,000 (as indexed pursuant to applicable
               regulations under the Code);

          (c)  received compensation from the Employer or an Affiliated
               Employer in excess of $50,000 (as indexed pursuant to applicable
               regulations under the Code) and was in the group consisting of
               the top 20% of all Employees when ranked on the basis of
               compensation received during such Plan Year; or

          (d)  was at any time an officer of the Employer or Affiliated
               Employer who received compensation in excess of 50% of the
               amount in effect under Code Section 415(b)(1)(A) for such Plan
               Year.

          Notwithstanding the foregoing, an Employee not described in paragraph
          (b), (c), or (d) above for the preceding Plan Year shall only be a
          Highly Compensated Employee for the current Plan Year if he is
          described in paragraph (b), (c) or (d) for the current Plan Year and
          is one of the top 100 Employees when ranked by compensation for such
          Plan Year.  For purposes of this Section, "compensation" shall mean
          compensation as defined in Code Section 414(q)(7).

          In any event, the determination of a Highly Compensated Employee
          shall be made pursuant to Code Section 414(q) and regulations issued
          thereunder.  Accordingly, the Committee may elect to use the calendar
          year election to determine Highly Compensated Employees as provided
          in Treasury Regulation 1.414(q)-1T Q&A 14(b)1 or the simplified
          method as described in Revenue Procedure 93-42, Section 4.

1.23      "Highly Compensated Group" shall mean the group of Highly Compensated
          Employees who are also Eligible Employees as defined herein.

1.24      "Matching Contribution" shall mean a contribution by a Participating
          Employer made to the Plan on behalf of a Participant pursuant to
          Article IV.

1.25      "Matching Contribution Account" shall mean a Participant's interest
          in the Trust Fund attributable to Matching Contributions made to the
          Plan including investment experience thereon.

1.26      "Nonparticipating Employer" shall mean any Affiliated Employer which
          is not a Participating Employer.

1.27      "One Year Break in Service" shall mean a consecutive 12-month period
          commencing on an Employee's Service Termination Date (or anniversary
          thereof) in which such individual is not employed by the Employer or
          an Affiliated Employer.

1.28      "Parental Absence" shall mean an Employee's absence from work which
          has commenced after December 31, 1984, for any of the following
          reasons:

          (a)  the pregnancy of the Employee;

          (b)  the birth of the Employee's child;

          (c)  the adoption of a child by the Employee; or

          (d)  the need to care for the Employee's child immediately following
               its birth or adoption.

1.29      "Participant" shall mean an Employee who is either currently
          contributing to the Plan or who has an Account under the Plan.

1.30      "Participating Employer" shall mean the Employer and any other
          Affiliated Employer (or a division or subsidiary of either) which
          participates in the Plan with the permission of the Employer.  A
          Participating Employer may elect, with the consent of the Employer,
          to adopt the Plan only with respect to a division or other employment
          unit rather than with respect to all of its employees.

1.31      "Plan" shall mean the Eastern Utilities Associates Employees' Savings
          Plan as set forth in this document and as amended from time to time.

1.32      "Plan Year" shall mean the 12-month period commencing on January 1
          and ending on the next following December 31.

1.33      "Pre-Tax Participant Contribution(s)" shall mean a salary reduction
          contribution made to the Plan on behalf of a Participant pursuant to
          Article III.

1.34      "Pre-Tax Participant Contribution(s) Account" shall mean a
          Participant's interest in the Trust Fund attributable to Pre-Tax
          Participant Contribution(s) made to the Plan including investment
          experience thereon.

1.35      "Qualified Voluntary Employee Contribution(s) (QVEC)" shall mean a
          Participant's tax-deductible contributions made under the Plan prior
          to January 1, 1987.  Qualified Voluntary Employee Contribution(s)
          shall not be made to the Plan after December 31, 1986.

1.36      "Qualified Voluntary Employee Contribution(s) Account" shall mean a
          Participant's interest in the Trust Fund attributable to Qualified
          Voluntary Employee Contribution(s) made to the Plan including
          investment experience thereon.

1.37      "Rollover Contribution" shall mean a contribution made to the Plan by
          a Participant pursuant to Section 3.3.

1.38      "Rollover Contribution Account" shall mean a Participant's interest
          in the Trust Fund attributable to Rollover Contributions made to the
          Plan including investment experience thereon.

1.39      "Service" shall mean the completed years and months of an Employee's
          employment with the Employer and Affiliated Employers measured from
          the individual's date of hire with the Employer or Affiliated
          Employer.

          Service shall include the following:

          (a)  the first 12 months of layoff;

          (b)  any period during which the Employee is on an Authorized Leave
               of Absence, with or without pay;

          (c)  any period of absence because of service in the Armed Forces of
               the United States provided the Employee returns to employment
               with the Employer or Affiliated Employer within 90 days (or such
               longer period as may be provided by law for the protection of
               reemployment rights) after his discharge or release from active
               duty in the Armed Forces;

          (d)  any other authorized period of absence, including paid holidays,
               paid vacations, and sick leaves; and

          (e)  any other period of absence not in excess of one year, provided
               the Employee returns to work within such one-year period.

          For the purpose of determining an Employee's Service, a full calendar
          month of employment shall be deemed one month of Service and 12
          months of employment shall be deemed one year of Service.  All
          periods of employment with the Employer and Affiliated Employers
          shall be taken into consideration for the purpose of determining an
          Employee's Service.

          For an Employee who was an employee of Newport Electric Corporation
          on December 31, 1991, and who became an Employee hereunder on January
          1, 1992, all periods of employment with Newport Electric Corporation
          will be deemed Service to the extent such period of employment with
          Newport Electric Corporation would have been deemed Service in
          accordance with the provisions of this Section 1.39.

1.40      "Service Termination Date" shall mean the earliest of the following:

          (a)  the date on which the Employee resigns, is discharged, or
               retires from Service with the Employer and all Affiliated
               Employers;

          (b)  the date the Employee dies;

          (c)  the first anniversary of the date on which the Employee is laid
               off, starts an Authorized Leave of Absence, or is absent from
               work for any other reason other than a Parental Absence; and

          (d)  the second anniversary of the date on which the Employee
               commenced a Parental Absence, if such Employee has not yet
               returned to work with the Employer or an Affiliated Employer.

1.41      "Spouse" shall mean the legal spouse to whom a Participant is married
          under applicable state law on the date benefits commence.  However,
          if the Participant should die before the date benefits are to
          commence, then the Spouse shall be the legal spouse to whom the
          Participant was married on the Participant's date of death.  A former
          spouse will be treated as the Spouse or surviving Spouse to the
          extent required under a qualified domestic relations order as defined
          in Code Section 414(p).

1.42      "Trust" or "Trust Fund" shall mean all assets held by the Trustee in
          accordance with the Trust Agreement.

1.43      "Trust Agreement" shall mean the trust agreement between the Employer
          and a Trustee as provided for in Article XI.

1.44      "Trustee" shall mean the individual, individuals or institution
          appointed by the Board of Trustees of the Employer to act in
          accordance with the Trust Agreement.

1.45      "Valuation Date" shall mean March 31, June 30, September 30, and
          December 31.  Effective July 1, 1992, Valuation Date shall mean any
          date as of which the investment funds offered under the Plan are
          valued, provided that in any event such funds shall be valued no less
          frequently than quarterly.


                                   ARTICLE II
                                  PARTICIPATION


2.1       Eligibility to Participate.  Each Employee shall be an Eligible
          Employee upon satisfying the following requirements:

          (a)  he is employed by a Participating Employer;

          (b)  he has completed one year of Service;

          (c)  he has attained age 18;

          (d)  he is not a "leased employee" as defined under Code Section
               414(n)(2);

          (e)  in the case of an Employee covered by a collective bargaining
               agreement, the bargaining agreement provides for his
               participation herein;

          (f)  effective July 1, 1992, he is not a temporary Employee (an
               Employee is a temporary Employee if he is hired for a position
               which is expected to terminate in the foreseeable future; and

          (g)  Notwithstanding the foregoing, an Employee who was an employee
               of Newport Electric Corporation as of December 31, 1991, and who
               was a participant of the Newport Electric Corporation Deferred
               Compensation Thrift Plan on such date shall be considered an
               Eligible Employee hereunder as of January 1, 1992.  All other
               Employees who were employees of Newport Electric Corporation
               shall become Eligible Employees upon satisfying the
               aforementioned requirements of this Section 2.1.

2.2       Commencement of Participation.  Except as provided in Section 2.4,
          each Eligible Employee shall become a Participant (or if his
          participation has terminated, shall again become a Participant) on
          the Entry Date coinciding with or next following the date on which
          he:

          (a)  meets the requirements of Section 2.1; and

          (b)  enrolls in the Plan by completing an election form to initiate
               contributions pursuant to Article III.  However, if an Eligible
               Employee fails to enroll when first eligible to do so, such
               Employee shall be eligible to enroll on any following Entry Date
               providing he is then an Eligible Employee.

2.3       Transfers.  The following provisions shall govern in the case of an
          Employee who changes employment status:

          (a)  In the event that an Eligible Employee directly transfers to an
               ineligible class of Employees, he shall be deemed to continue as
               a Participant for all purposes of the Plan except that he shall
               not be permitted to direct any further Pre-Tax Participant
               Contribution(s) or make any further After-Tax Participant
               Contribution(s) on his behalf under the Plan nor shall he
               receive any further Matching Contributions unless he again
               becomes an Eligible Employee.  Such an Employee shall continue
               to accrue Service pursuant to Section 1.39.

          (b)  In the event that an Employee in an ineligible class (i.e.
               temporary or leased employees) transfers to an employment
               classification as an Eligible Employee, his Service earned
               during his employment with all Participating and
               Nonparticipating Employers shall be credited under this Plan.
               Such Employee shall be eligible to become a Participant on the
               first day of the month coinciding with or next following the
               transfer or, if later, the Entry Date coinciding with or next
               following the date when he meets the requirements of Section
               2.1.


2.4       Reemployment of Terminated Employee or Resumption of Employment
          Following Leave of Absence.  A terminated Employee or an Employee on
          an Approved Leave of Absence who resumes active employment with a
          Participating Employer as an Eligible Employee may elect to become a
          Participant (or shall continue participation if already a
          Participant) on the first day of the month coinciding with or next
          following his reemployment date, provided he meets the requirements
          of Section 2.1 on such reemployment date, or if later, the Entry
          Date coinciding with or next following the date on which he meets
          such requirements.


                                    ARTICLE III
                  PARTICIPANT CONTRIBUTIONS AND MAXIMUM AMOUNTS


3.1       Pre-Tax Participant Contribution(s).  Each Eligible Employee may
          elect, in writing, to authorize a Participating Employer to reduce
          his Earnings and make a corresponding Pre-Tax Participant
          Contribution(s) on his behalf commencing on any Entry Date.  This
          reduction in Earnings shall be in any whole percentage from 1% to 12%
          (15% effective July 1, 1992) of such Earnings or, if permitted by the
          Committee, in a flat dollar amount not less than 1% and not to exceed
          12% (15% effective July 1, 1992) of such Earnings.  Authorization to
          reduce Earnings shall be in writing and shall be delivered to the
          Committee no later than 30 days prior to the date as of which the
          Pre-Tax Participant Contribution(s) becomes effective, unless the
          Committee agrees to accept a later authorization according to
          such uniform and nondiscriminatory rules as it may adopt.  Such
          Earnings reduction shall continue unchanged until the Participant
          terminates employment, changes or suspends the Pre-Tax Participant
          Contribution(s) in accordance with Section 3.4 or 3.5 or transfers to
          the employment of a Nonparticipating Employer or an ineligible class
          of Employees.

          Pre-Tax Participant Contribution(s) made under this Section 3.1 shall
          be subject to the limitations of Sections 3.8, 4.4, and 4.5.

3.2       After-Tax Participant Contribution(s).  Each Eligible Employee may
          elect, in writing, to contribute a percentage of his Earnings as
          nondeductible After-Tax Participant Contribution(s) commencing on any
          Entry Date.  The contribution rate must be in any whole percentage
          from 1% to 10% of such Earnings or, if permitted by the Committee, in
          a flat dollar amount not less than 1% and not to exceed 10% of such
          Earnings, provided that such After-Tax Participant Contribution(s)
          shall not exceed the difference between 12% (15% effective July 1,
          1992) and the contribution percentage such Eligible Employee has
          currently authorized for Pre-Tax Participant Contribution(s).
          Authorization to make After-Tax Participant Contribution(s) shall be
          in writing and shall be delivered to the Committee no later than 30
          days prior to the date as of which the After-Tax Participant
          Contribution(s) becomes effective, unless the Committee agrees to
          accept a later authorization according to such uniform and
          nondiscriminatory rules it may adopt.  Such contributions will be
          made on an after-tax basis by payroll deduction which shall continue
          unchanged until the Participant terminates employment, changes or
          suspends his After-Tax Participant Contribution(s) election in
          accordance with Section 3.4 or 3.5 or transfers to the employment of
          a Nonparticipating Employer or an ineligible class of Employees.

          After-Tax Participant Contribution(s) made under this Section 3.2
          shall be subject to the limitations of Sections 4.3, 4.4, and 4.5.

3.3       Rollover Contributions.  An Employee who is or who would be an
          Eligible Employee except for the Service or age requirement under
          Section 2.1 may elect, subject to the written consent of the
          Committee, to make a Rollover Contribution to the Trust Fund to the
          extent permitted under Code Section 402(c) and other applicable Code
          sections and related rulings and regulations.  A Rollover Contri-
          bution shall be subject to the following rules:

          (a)  A Rollover Contribution shall consist of a distribution of all
               or a portion of the balance to the credit of the Employee:

               (i)    from a qualified trust under Code Section 401(a), which
                      trust is exempt from tax under Code Section 501(a) (or
                      from an annuity plan qualified under Code Section
                      403(a)), or

               (ii)   from an individual retirement account, or an individual
                      retirement annuity (in each case within the meaning of
                      Code Section 408), all of the assets of which arose from
                      a distribution described in (i) which was transferred to
                      such account or annuity within 60 days from the date of
                      the distribution.

               Notwithstanding the foregoing, a Rollover Contribution shall not
               consist of: any distribution that is one of a series of
               substantially equal periodic payments (not less frequently than
               annually) made for the life (or the life expectancy) of the
               Employee or the joint lives (or joint life expectancies) of
               the Employee and the Employee's designated beneficiary, or for a
               specified period of ten years or more; any distribution to the
               extent such distribution is required under Code Section
               401(a)(9); and the portion of any distribution that is not
               includible in gross income (determined without regard to the
               exclusion for net unrealized appreciation with respect to
               Employer securities).

          (b)  A Rollover Contribution shall not exceed the fair market value
               of the amount described in (a) above;

          (c)  A Rollover Contribution shall be made in cash;

          (d)  In the event a Rollover Contribution consists of an amount which
               has been paid directly to the individual, such Rollover
               Contribution shall be made no later than 60 days following the
               date the Participant receives the amount distributed;

          (e)  A Rollover Contribution must be submitted with supporting
               documentation that the Rollover Contribution meets the
               requirements of this Section 3.3.

          An Employee who makes a Rollover Contribution shall be considered a
          Participant under the Plan solely with respect to such Rollover
          Contribution until he otherwise becomes a Participant pursuant to
          Sections 2.1 and 2.2.

3.4       Change in Level of Contributions.  The Pre-Tax and After-Tax
          Participant Contribution(s) percentages as designated by the
          Participant shall continue in effect, notwithstanding any change in
          his Earnings, until he elects to change such percentage.  Subject to
          the requirements of Sections 3.1 and 3.2, a Participant may change
          the rate of such contributions as of any Entry Date by providing 30
          days' prior written notice to the Committee or such lesser notice as
          the Committee may approve according to such uniform and
          nondiscriminatory rules as it may adopt.  Notice of any such change
          shall be given on a form to be provided by the Committee for this
          purpose and shall be signed by the Participant and delivered to
          the Committee.

3.5       Suspension and Resumption of Contributions.  A Participant may
          suspend the making of Pre-Tax Participant Contribution(s) and/or
          After-Tax Participant Contribution(s) as of any pay period by
          providing at least 30 days' prior written notice to the Committee or
          such lesser notice as the Committee may approve according to such
          uniform and nondiscriminatory rules as it may adopt.  A suspension of
          Pre-Tax and/or After-Tax Participant Contribution(s) pursuant to
          this Section shall continue for a period of no less than three
          months.

          Providing he is still an Eligible Employee, a Participant who
          suspends his contributions pursuant to the above rules may resume
          such contributions effective as of the first day of any month
          following the required three month suspension period, with 30 days'
          prior written notice to the Committee or such lesser notice as the
          Committee may approve according to uniform and nondiscriminatory
          rules it may adopt.

3.6       Change in Earnings.  In the event of a change in the Earnings of a
          Participant, the percentage of his Earnings that he has authorized as
          his Pre-Tax Participant Contribution(s) and/or After-Tax Participant
          Contribution(s) shall be applied as soon as practicable with respect
          to such changed Earnings without action by the Participant.  In the
          case of a Participant who has elected a flat dollar contribution,
          such contribution shall not change on account of a change in his
          Earnings.

3.7       Remittance of Participant Contributions.  Pre-Tax and After-Tax
          Participant Contribution(s) will be remitted to the Trustee by the
          Participating Employers as soon as practicable following the date
          such contributions are made but in no event later than 30 days
          following the end of the Plan Year in which such contributions
          are made.

          Rollover Contributions shall be remitted to the Trustee as soon as
          practicable after they are delivered to a Participating Employer.
          All Pre-Tax, After-Tax, and Rollover Contributions shall be invested
          in accordance with the Participant's investment direction pursuant to
          Article V.

          Notwithstanding the foregoing, a Participant's Pre-Tax and After-Tax
          Participant Contribution(s) will stop for any period of time during
          which he is on an unpaid authorized leave of absence or layoff.

3.8       Limitation on Amount and Return of Pre-Tax Participant
          Contribution(s) In Certain Instances.

          (a)  In no event shall a Participant's Pre-Tax Participant
               Contribution(s) for a taxable year under this Plan and any other
               cash or deferred arrangement (such as any other plan permitting
               contributions under Section 401(k) of the Code) maintained by
               the Employer exceed the dollar limit on excludable salary
               deferrals under Code Section 402(g)(1) ($9,240 for 1994) as
               adjusted for increases in the cost of living pursuant to Code
               Section 402(g)(5).  In the event a Participant's Pre-Tax
               Participant Contribution(s) should exceed such dollar limit for
               a taxable year, the excess, together with any investment
               earnings attributable thereto, shall be returned to the
               Participant no later than April 15 following the close of the
               taxable year for which the excess contribution was made.

          (b)  In the event a Participant's Pre-Tax Participant Contribution(s)
               for a taxable year under this Plan, together with his salary
               reduction amounts under any other plan which meets the
               requirements of Code Section 401(k), exceed the limits set forth
               in (a) above, the Participant may treat a portion of such
               excess as having been contributed to this Plan and request a
               return of such excess together with any investment earnings
               attributable thereto.  Any such request shall be made no later
               than March 1 following the close of the taxable year for which
               the excess contribution was made, and the return of such excess
               shall be made no later than the immediately following April 15.

          (c)  Effective January 1, 1987, for each Plan Year, the "average
               deferral percentage" authorized by the Highly Compensated Group
               as Pre-Tax Participant Contribution(s) must meet one of the
               following tests:

               (i)    The "average deferral percentage" of the Highly
                      Compensated Group may not exceed 1.25 multiplied by the
                      "average deferral percentage" of all other Eligible
                      Employees who are not in such group, or

               (ii)   The "average deferral percentage" of the Highly
                      Compensated Group may not exceed 2.0 multiplied by the
                      "average deferral percentage" of all other Eligible
                      Employees, who are not in such group, subject to a
                      maximum differential of two percentage points.

          (d)  The "average deferral percentage" for a specified group for a
               Plan Year shall mean the average of the ratios (calculated
               separately for each Employee in such group) of (i) over (ii)
               where:

               (i)    equals the sum of the Pre-Tax Participant Contribution(s)
                      made on behalf of each Eligible Employee for the Plan
                      Year pursuant to Section 3.1; and

               (ii)   equals the Eligible Employee's compensation for such Plan
                      Year as provided under Code Section 414(s), including any
                      alternative definitions thereunder.

               For purposes of the foregoing, only Pre-Tax Participant
               Contribution(s) allocated to the Participant's Account on a date
               within a Plan Year and paid to the Trust Fund within 12 months
               following the close of such Plan Year shall be considered in
               determining his "deferral percentage" for such Plan Year.  In
               addition, only Pre-Tax Participant Contribution(s) which are
               attributable to the Earnings an Employee receives from the
               Employer during a Plan Year or within two and one-half months
               following the close of such Plan Year shall be considered in
               determining the Employee's "deferral percentage" for such Plan
               Year.

               If the Participating Employer sponsors two or more plans which
               include a cash or deferred arrangement but are considered one
               plan for purposes of Code Section 401(a)(4) or 410(b), the cash
               or deferred arrangements included in such plans shall be treated
               as one plan for purposes of determining the "average deferral
               percentage".

               If any Eligible Employee who is a member of the Highly
               Compensated Group is participating in two or more cash or
               deferred arrangements (such as any other plan permitting
               contributions under Section 401(k) of the Code) sponsored by the
               Employer or an Affiliated Employer, such cash or deferred
               arrangements shall be treated as one arrangement for purposes of
               determining the "deferral percentage" for such Eligible
               Employee.

               For purposes of determining the "deferral percentage" of an
               Eligible Employee who is a 5% owner or one of the ten most
               highly-paid Highly Compensated Employees, the Pre-Tax
               Participant Contribution(s) and compensation of such Eligible
               Employee shall include the Pre-Tax Participant Contribution(s)
               and compensation for the Plan Year of "family members" (as
               defined in Code Section 414(q)(6)) as may be required pursuant
               to the family aggregation rules of Code Section 401(k) and
               pertinent regulations issued thereunder.  To such extent as
               required by regulations, family members, with respect to such
               Highly Compensated Employees, shall be disregarded as separate
               Employees in determining the "average deferral percentage" both
               for Eligible Employees who are non-highly compensated Employees
               and for Eligible Employees who are Highly Compensated Employees.

          (e)  From time to time, the Committee shall review the Pre-Tax
               Participant Contribution(s) authorized by Eligible Employees.
               If, upon such review, the Committee determines that the average
               percentage of such contributions applicable to the Highly
               Compensated Group exceeds or is likely to exceed the maximum
               average percentage necessary to comply with the above rules,
               the Committee may reduce the Pre-Tax Participant Contribution(s)
               of the Highly Compensated Group, to the extent necessary to
               comply with such rules.  Such reduction shall be effected by
               successive reductions of the highest Pre-Tax Participant
               Contribution(s) percentage authorized by one or more members of
               the Highly Compensated Group until the average percentage
               applicable to the Highly Compensated Group does not exceed the
               maximum average percentage referred to above.  Notwithstanding
               the foregoing sentence, the Committee may impose a maximum
               dollar limitation which is less than the amount specified in
               Code Section 402(g) or a maximum percentage which is less than
               the percentage in Section 3.1 to all Pre-Tax Participant
               Contribution(s) made by the Highly Compensated Group.

          (f)  If, after the end of the Plan Year, the Committee determines
               that the Pre-Tax Participant Contribution(s) made on behalf of
               Highly Compensated Employees are in excess of the amounts
               allowed under (c)(i) and (c)(ii) above, the Committee shall
               return any Pre-Tax Participant Contribution(s) in excess of the
               amount permitted above, together with any investment earn-
               ings or losses allocable thereto to the affected Participants
               until the rules in either (c)(i) or (c)(ii) above are met.  The
               return of such "excess contributions" shall be made in the same
               manner as described in paragraph (e) above.  Such "excess
               contributions" shall be distributed within 2-1/2 months, if at
               all possible, following the end of the Plan Year in which such
               Pre-Tax Participant Contribution(s) were made and in no event
               later than the close of the following Plan Year.  The return of
               any excess Pre-Tax Participant Contribution(s) shall be made on
               a pro rata basis from the funds in which the Pre-Tax Participant
               Contribution(s) are then invested, unless the Committee shall
               permit the Participant to elect such other method of return
               based on such uniform and nondiscriminatory rules as it may
               adopt.

               In the case of an Eligible Employee who is subject to the family
               aggregation rules of Code Section 414(q)(6) because he is a
               member of a family of a 5% owner of the Employer or of one of
               the ten most highly paid Highly Compensated Employees, the
               determination of and return of excess Pre-Tax Participant
               Contribution(s) under this Section shall be made in accordance
               with the family aggregation rules of Code Section 401(k) and
               pertinent regulations issued thereunder.

          (g)  For purposes of determining the investment earnings or loss to
               be distributed pursuant to paragraphs (a) and (f) hereunder, the
               following rules shall apply:

               The earnings or loss allocable to Pre-Tax Participant
               Contribution(s) is the earnings or losses allocable to the
               Participant's Pre-Tax Participant Contribution(s) Account for
               the Plan Year multiplied by a fraction, the numerator of which
               is the Pre-Tax Participant Contribution(s) to be distributed to
               the Participant for the year and the denominator is the
               Participant's Account balance attributable to Pre-Tax
               Participant Contribution(s) without regard to any earnings or
               loss occurring during such Plan Year.

          (h)  In the event that the Participating Employer made a Matching
               Contribution with respect to any Pre-Tax Participant
               Contribution(s) returned pursuant to this Section, such Matching
               Contribution shall be distributed or forfeited to the affected
               members of the Highly Compensated Group, as determined by the
               Committee according to such uniform and nondiscriminatory rules
               as it may adopt.

3.9       Limitation on Amount and Return of After-Tax Participant
          Contribution(s) in Certain Instances.  The limitation on the amount
          and return of After-Tax Participant Contribution(s) is described in
          Article IV.

                                    ARTICLE IV
             MATCHING CONTRIBUTIONS AND OVERALL CONTRIBUTION LIMITS


4.1       Matching Contributions.  Each Participating Employer shall make a
          Matching Contribution on behalf of each of its Participants in an
          amount equal to 100% of the first 2% of Earnings and 50% of the next
          1% of Earnings with respect to which such Participant makes Pre-Tax
          Participant Contribution(s).  The level of Matching Contributions for
          any Employee whose terms of employment are governed by a collective
          bargaining agreement shall be subject to the terms of such collective
          bargaining agreement with respect to a Plan Year.  Matching Contribu-
          tions made under this Section 4.1 shall be subject to the limitations
          of Sections 4.3, 4.4, and 4.5.

          The Board may change the Matching Contribution from time to time.

          In the event Matching Contributions on behalf of a Participant for a
          Plan Year would otherwise cease because his Pre-Tax Participant
          Contribution(s) for such Year cease on account of the dollar limit
          set forth in Section 402(g)(1) of the Code, Matching Contributions
          shall be continued on his behalf for the remainder of the Plan Year
          in accordance with this Section during his continued employment
          as long as his actual Pre-Tax Participant Contribution(s) for the
          Plan Year are at least equal to 3% of his Earnings for the Year or
          such other amount as eligible for the maximum Matching Contribution.

4.2       Remittance of Matching Contributions.  Matching Contributions will be
          paid by the Participating Employers to the Trustee no later than 30
          days following the end of the Plan Year in which the corresponding
          Pre-Tax Participant Contribution(s) are made, but in no event later
          than the Participating Employer's tax filing deadline for its fiscal
          year in which such Plan Year ends.  Matching Contributions shall be
          invested in EUA Common Shares pursuant to Article V, except as may
          otherwise be provided under the terms of a collective bargaining
          agreement.  As such, Matching Contributions may be contributed in
          cash, common shares or partially in cash and common shares.

4.3       Limitation on Amount of Matching Contributions and After-Tax
          Participant Contribution(s) In Certain Instances.  Effective January
          1, 1987, for each Plan Year, the "average contribution percentage" of
          the Highly Compensated Group must meet one of the following tests:

          (a)  The "average contribution percentage" of the Highly Compensated
               Group may not exceed 1.25 multiplied by the "average
               contribution percentage" of all other Eligible Employees who are
               not in such group.

          (b)  The "average contribution percentage" of the Highly Compensated
               Group may not exceed 2.0 multiplied by the "average contribution
               percentage" of all other Eligible Employees who are not in such
               group, subject to a maximum differential of two percentage
               points.

               The "average contribution percentage" for a specified group for
               a Plan Year shall mean the average of the ratios (calculated
               separately for each Employee in such group) of (i) over (ii)
               where:

               (i)   equals the sum of the Eligible Employee's After-Tax
                     Participant Contribution(s) for the Plan Year pursuant to
                     Section 3.2 plus the Matching Contribution made on behalf
                     of the Eligible Employee for the Plan Year pursuant to
                     Section 4.1; and

               (ii)  equals the Eligible Employee's compensation for such Plan
                     Year as provided in Code Section 414(s), including any
                     alternative definitions thereunder.

               For purposes of determining the "contribution percentage" of an
               Eligible Employee who is a 5% owner or one of the ten most
               highly- paid Highly Compensated Employees, the After-Tax
               Participant Contribution(s), Matching Contributions and
               compensation of such Eligible Employee shall include
               the After-Tax Participant Contribution(s), Matching
               Contributions and compensation for the Plan Year of "family
               members" (as defined in Code Section 414(q)(6)) as may be
               required pursuant to the family aggregation rules of Code
               Section 401(m) and pertinent regulations issued thereunder.
               To such extent as required by regulations, family members with
               respect to Highly Compensated Employees shall be disregarded as
               separate Employees in determining the "contribution percentage"
               both for Eligible Employees who are non-highly compensated
               Employees and for Eligible Employees who are Highly Compensated
               Employees.

               If the Participating Employer sponsors two or more plans to
               which After-Tax and matching Employer Contributions are made and
               which are subject to Code Section 401(m), but are considered one
               plan for purposes of Code Section 401(a)(4) or 410(b), such
               plans shall be treated as one plan for purposes of determining
               the "average contribution percentage".

               If any Eligible Employee who is a member of the Highly
               Compensated Group is participating in two or more plans
               sponsored by the Employer or an Affiliated Employer that include
               After-Tax and/or matching Employer Contributions subject to Code
               Section 401(m), all such contributions will be treated as made
               under one plan for purposes of this paragraph (b).

          (c)  If for any Plan Year the "average contribution percentage" for
               the Highly Compensated Group exceeds the limits set forth in (a)
               and (b) above, the "excess aggregate contributions" (as defined
               in Code Section 401(m)(6)(B)) shall be distributed to the Highly
               Compensated Group within 2-1/2 months, if at all possible,
               following the end of the Plan Year in which such contributions
               were made and in no event later than the close of the following
               Plan Year.  The distribution of such "excess aggregate
               contributions" shall be effected by successive reductions of the
               After-Tax and/or Matching Contribution percentage(s) of one or
               more members of the Highly Compensated Group with the highest
               "average contribution percentage" until the "average
               contribution percentage" applicable to the Highly Compensated
               Group does not exceed the maximum "average contribution
               percentage" referred to above.  The distributable amount for
               each affected member of the Highly Compensated Group shall be
               determined in accordance with the following provisions:

               (i)   After-Tax Participant Contribution(s) made during the Plan
                     Year shall be returned to the Highly Compensated Employee
                     until he has no remaining "excess aggregate contributions"
                     or until all of his After-Tax Participant Contribution(s)
                     for the Plan Year have been distributed; then

               (ii)  Matching Contributions made during the Plan Year to the
                     Highly Compensated Employee shall be distributed to such
                     Highly Compensated Employee or forfeited at the
                     Committee's discretion until he has no remaining "excess
                     aggregate contributions" or until all of his Matching
                     Contributions for the Plan Year have been
                     distributed/forfeited.  In the event that any "excess
                     aggregate contributions" are forfeited, such amounts shall
                     be used to reduce future Matching Contributions to the
                     Plan.

               The return of any "excess aggregate contributions" shall be made
               on a pro-rata basis from the funds in which the "excess
               aggregate contributions" are then invested, unless the Committee
               shall permit the Participant to elect such other method of
               return based on such uniform and nondiscriminatory rules as it
               may adopt.

               In the case of an Eligible Employee who is subject to the family
               aggregation rules of Code Section 414(q)(6) because he is a
               member of a family of a 5% owner of the Employer or of one of
               the ten most highly paid Highly Compensated Employees, the
               determination of and return of "excess aggregate contributions"
               under this Section shall be made in accordance with the family
               aggregation rules of Code Section 401(m) and pertinent
               regulations issued thereunder.

          (d)  The "excess aggregate contributions" to be distributed to a
               Participant shall be adjusted for investment earnings or losses
               applicable thereto.

          (e)  For purposes of determining the investment earnings or losses to
               be distributed pursuant to the foregoing paragraphs, the
               following rules shall apply:

               The earnings or loss is the sum of earnings or losses allocable
               to the Participant's After-Tax Participant Contribution(s)
               Account and Matching Contribution Account for the Plan Year
               multiplied by a fraction, the numerator of which is After-Tax
               Participant Contribution(s) and Matching Contributions
               to be returned to the Eligible Employee for the year and the
               denominator is the Eligible Employee's Account balance(s)
               attributable to After-Tax Participant Contribution(s) and
               Matching Contributions without regard to any earnings or loss
               occurring during such Plan Year.

4.4       Aggregate Limit Test.
          (a)  For any Plan Year commencing on or after January 1, 1989, in
               which the "average deferral percentage" (as defined in Section
               3.8) and the "average contribution percentage" (as defined in
               Section 4.3) of the Highly Compensated Group can only satisfy
               the limitations set forth in Sections 3.8(c)(ii) and 4.3(b)
               respectively, but neither can satisfy the limitations set forth
               in Sections 3.8(c)(i) and 4.3(a), respectively, and all
               corrective measures have been taken under Sections 3.8 and 4.3
               to ensure compliance with the provisions of Code Sections 401(k)
               and 401(m), the "aggregate limit test" prescribed under proposed
               Treasury Regulation 1.401 (m)-2(b)(3), or pertinent final
               regulations shall be applicable.  The "aggregate limit test"
               shall be deemed met if (i) below is greater than or equal to
               (ii) below where:

               (i)   equals the sum of (A) and (B) below where:

                     (A)  equals 1.25 multiplied by the greater of (1) and (2)
                          where:

                          (1)  equals the "average deferral percentage" of the
                               non-highly compensated group of Eligible
                               Employees; and

                          (2)  equals the "average contribution percentage" of
                               the non-highly compensated group of Eligible
                               Employees;

                     (B)  equals the lesser of (1) and (2) above plus two
                          percentage points.  In no event, however, shall this
                          amount exceed 2.0 multiplied by the lesser of (1) and
                          (2) above.

               (ii)  equals the sum of (C) and (D) below where:

                     (C)  equals the "average deferral percentage" of the
                          Highly Compensated Group; and

                     (D)  equals the "average contribution percentage" of the
                          Highly Compensated Group.

          (b)  An "alternative aggregate limit test" may be used in place of
               the "aggregate limit test" set forth in (a) above for any Plan
               Years commencing on or after January 1, 1989, as long as such
               test is permitted by the Internal Revenue Service.  This
               "alternative aggregate limit test" shall be deemed met if (i)
               below is greater than or equal to (ii) below where:

               (i)   equals the sum of (A) and (B) below where:

                     (A)  equals 1.25 multiplied by the lesser of (1) and (2)
                          where:

                          (1)  equals the "average deferral percentage" of the
                               non-highly compensated group of Eligible
                               Employees; and

                          (2)  equals the "average contribution percentage" of
                               the non-highly compensated group of Eligible
                               Employees;

                     (B)  equals the greater of (1) and (2) above plus two
                          percentage points.  In no event, however, shall this
                          amount exceed 2.0 multiplied by the greater of (1)
                          and (2) above.

               (ii)  equals the sum of (C) and (D) below where:

                     (C)  equals the "average deferral percentage" of the
                          Highly Compensated Group; and

                     (D)  equals the "average contribution percentage" of the
                          Highly Compensated Group.

          (c)  The Committee shall determine each Plan Year the appropriate
               reductions, distributions, or forfeitures to be made in order to
               satisfy the applicable limits set forth in this Section 4.4 and
               in Sections 3.8 and 4.3.  Any such reductions, distributions or
               forfeitures shall be made in accordance with the applicable
               provisions of Sections 3.8 and 4.3 and the nondiscrimination
               requirements of Code Section 401(a)(4).

          (d)  In the event that the "average deferral percentage", the
               "average contribution percentage" and the "aggregate limit" of
               the Highly Compensated Group does not satisfy the requirements
               set forth in Sections 3.8, 4.3, and this 4.4, respectively, the
               Employer may for any Plan Year perform such testing by
               restructuring the Plan into component plans as may be permitted
               in regulations under Code Section 401(a)(4), provided such
               component plans meet the coverage requirements of Code Section
               410(b).

4.5       Maximum Total Allocations.
          (a)  Effective January 1, 1987, anything to the contrary herein
               notwithstanding, in no event shall the Annual Additions, as
               defined in Section 4.6, for any Employee for any Plan Year
               exceed the lesser of:

               (i)   $30,000 or, if greater, 1/4 of the dollar limitation in
                     effect under Code Section 415(b)(1)(A) (which amount shall
                     be subject to adjustments as provided by Treasury
                     regulations under Code Section 415), or

               (ii)  25% of the Employee's compensation (as defined by Treasury
                     regulations under Code Section 415(c)) from the
                     Participating Employer.

               For purposes of this Section 4.5(a), the Plan Year shall be the
               limitation year.

               In the event an Annual Addition in excess of the lesser of (i)
               or (ii) above is allocated to an Employee for a Plan Year, such
               excess shall be corrected in the following order to the extent
               required to eliminate the excess:

               (iii) After-Tax Participant Contribution(s) plus any allocable
                     interest shall be refunded to the Employee, if such
                     contributions were made to this Plan or any other
                     qualified plan of the Employer for the Plan
                     Year.

               (iv)  Matching Contributions shall be reduced.  Any reduction in
                     Matching Contributions shall be credited to a suspense
                     account and treated as the first allocation of Matching
                     Contributions on behalf of such Employee for the following
                     Plan Year and, if not fully utilized for such allocation,
                     the remainder shall be allocated prorata to the Matching
                     Contribution Accounts of the other Employees on the last
                     day of the following Plan Year.

               (v)   Pre-Tax Participant Contribution(s) shall be reduced.  Any
                     reduction of Pre-Tax Participant Contribution(s) shall be
                     credited to a suspense account and treated as the first
                     allocation of Pre-Tax Participant Contribution(s) on
                     behalf of such Employee for the following Plan Year (and
                     succeeding Plan Years as necessary) or, any such
                     contribution shall be refunded in accordance with Section
                     415 of the Code.  In the event that any Pre-Tax
                     Participant Contribution(s) in the suspense account have
                     not been allocated as Pre-Tax Participant Contribution(s)
                     to the Employee as of his Service Termination Date, the
                     Employer shall directly reimburse the Employee for such
                     remaining amounts, including any investment earnings
                     thereon as may be required under pertinent regulations.

               No contributions shall be made to the Plan on behalf of an
               Employee for any period during which a suspense account is in
               existence for such Employee.

          (b)  In the case of an Employee who has participated in a defined
               benefit plan maintained by the Employer or an Affiliated
               Employer, the sum of the "defined benefit plan fraction" and the
               "defined contribution plan fraction," determined as of the close
               of any Plan Year, shall not exceed one.  An Employee's defined
               benefit plan fraction and defined contribution plan fraction
               shall be determined as follows:

               (i)   The "defined benefit plan fraction" is a fraction with a
                     numerator equal to the Employee's projected annual
                     retirement benefit determined (other than any benefit
                     attributable to Employee contributions) under the defined
                     benefit plan and a denominator equal to the lesser of (A)
                     1.25 multiplied by the dollar limitation in effect under
                     Code Section 415(b)(1)(A) for such Plan Year, or (B) 1.4
                     multiplied by 100% of the Employee's compensation which
                     may be taken into account for such Plan Year.

               (ii)  The "defined contribution plan fraction" is a fraction
                     with a numerator equal to the sum of the Annual Additions
                     to the Employee's Account and a denominator equal to the
                     sum for each calendar year of the Employee's employment
                     with the Employer, any predecessor of the Employer, or an
                     Affiliated Employer of the lesser of (A) 1.25 multiplied
                     by the amount determined in accordance with Code Section
                     415(e)(3)(B)(i) for each such Plan Year, or (B) 1.4 multi-
                     plied by 25% of the Employee's compensation (as defined by
                     Treasury Regulations under Code Section 415) which may be
                     taken into account for each such Plan Year.

          For the purpose of applying this Section 4.5(b), all defined benefit
plans and all defined contribution plans maintained by the Employer and all
Affiliated Employers shall be aggregated.

          It is intended that this Section 4.5 shall be applied in a manner
which will be in the best interest of an Employee, as determined by the
Committee.  Accordingly, the Committee shall reduce an Employee's Annual
Additions under this Plan so that such fraction equals one only if the terms of
the defined benefit plan in which the Employee is participating does not allow
for a reduction of the Employee's benefit so that such fraction equals one.

4.6       Annual Additions.  Effective January 1, 1987, the Annual Addition
with respect to an Employee for any Plan Year shall be the sum of the following
amounts allocated to his Account for the Plan Year:

          (a)  All After-Tax Participant Contribution(s) made subsequent to
               December 31, 1986, and prior to January 1, 1987, the lesser of
               one-half of an Employee's After-Tax Participant Contribution(s),
               or the amount of his After-Tax Participant Contribution(s) in
               excess of 6% of his Earnings, plus (b)  Matching Contributions
               plus any other Employer contributions made to a qualified plan,
               plus

          (c)  Pre-Tax Participant Contribution(s), plus

          (d)  Any forfeitures allocated to the Employee's Account, plus

          (e)  Any amount applied from the suspense account (pursuant to
               Section 4.5),
               plus

          (f)  Excess contributions and excess aggregate contributions as
               defined in Code Sections 401(k)(8)(B) and 401(m)(6)(B),
               respectively, plus (g)  Excess deferrals, as defined in Code
               Section 402(g), to the extent such excess deferrals have not
               been returned to the affected Employee by the April 15 following
               the taxable year in which such excess deferral was made; plus

          (h)  Amounts described in Code Sections 415(l)(1) and 419A(d)(2).

          For purposes of applying this Section 4.6, all defined contribution
          plans maintained by the Employer and all Affiliated Employers shall
          be aggregated.

          The term Annual Additions shall not include any Rollover
          Contributions.

4.7       Contributions Conditioned on Tax Deductibility.  All Pre-Tax
          Participant Contribution(s) and Matching Contributions shall be
          conditioned upon their deductibility by the Participating Employer
          for federal income tax purposes; provided, however, that no
          contributions shall be returned to a Participating Employer,
          except as provided in Section 4.8.

4.8       Return of Contributions.  Notwithstanding any other provision of this
          Plan, a Pre-Tax Participant Contribution(s), or Matching Contribution
          upon request by the Participating Employer may be returned to the
          Participating Employer who made the contribution if:

          (a)  the contribution was made by reason of a mistake of fact; or

          (b)  the contribution was conditioned upon its deductibility for
               income tax purposes and the deduction was disallowed; and

          Such contribution shall be returned to the Participating Employer
          within one year of the mistaken payment of the contribution or the
          disallowance of such deduction, as the case may be.

          The amount which may be returned to the Participating Employer is the
          excess of the amount contributed over the amount that would have been
          contributed had there not occurred the circumstances causing the
          excess.  Earnings attributable to the excess contribution may not be
          returned to the Participating Employer, but losses thereto shall
          reduce the amount to be returned.  Furthermore, if the withdrawal of
          the amount attributable to the excess contribution would cause the
          balance of the Account of any Participant to be reduced to less than
          the balance which would have been in the Account had the excess
          amount not been contributed, then the amount to be returned to the
          Participating Employer shall be limited to avoid such reduction.  In
          the event any Pre-Tax Participant Contribution(s) are returned to a
          Participating Employer pursuant to this Section 4.8, the
          Participating Employer shall directly reimburse affected Participants
          for the amounts so returned.  Any After-Tax Participant
          Contribution(s) (exclusive of earnings) made by mistake of fact shall
          be returned to the affected Participants.

4.9       Payment of Expenses.  In addition to its contributions, the Employer
          (or Participating Employer, if applicable) may elect to pay the
          administrative expenses of the Plan and fees and retainers of the
          Plan's Trustees, consultants, administrators, recordkeepers,
          auditors, counsel, and other advisors or service providers so long as
          the Plan or Trust Fund remains in effect.  If the Employer does not
          elect to pay all or part of such expenses, the Trustee may pay these
          expenses and charge the payment thereof against the Trust Fund for
          the Plan Year in which the expenses were incurred.  All investment
          expenses including investment management fees, brokerage fees, taxes
          and other expenses associated with Plan investments shall be paid
          from the investment fund assets.

          The Trustee, if so authorized by the Committee, may apportion the
          administrative expenses to be paid from the Trust Fund.  Such
          expenses will be allocated to Participants according to procedures
          and methodologies to be established by the Committee so long as such
          procedures and methodologies of apportioning the expenses are
          executed under rules uniformly applied in a nondiscriminatory
          manner.

                                  ARTICLE V
                           INVESTMENT OF CONTRIBUTIONS


5.1       Committee to Establish Accounts.  The Committee shall establish and
          maintain a separate accounting in the name of each Participant,
          Former Participant or, if applicable, Beneficiary which shall reflect
          all contributions by the Participant or Former Participant, all
          amounts contributed by the Participating Employer under the Plan on
          his behalf, investment experience on all such contributions, any
          distributions, withdrawals, and any expenses charged against such
          contributions.  The separate accounting in the name of each
          Participant, Former Participant or Beneficiary shall include a
          separate accounting for Pre-Tax Participant Contribution(s), After-
          Tax Participant Contribution(s), Qualified Voluntary Employee
          Contribution(s), Rollover Contributions, and Matching Contributions.

5.2       Investment Options.  Subject to the provisions of Sections 5.3 and
          5.4, a Participant, (including any Employee who is a Participant
          solely with respect to Rollover Contributions) and any Former
          Participant shall direct the Committee to invest his Pre-Tax
          Participant Contribution(s), After-Tax Participant Contribution(s),
          Qualified Voluntary Employee Contribution(s) and Rollover
          Contributions, if any, in Funds available under the Plan as described
          below other than EUA Common Shares.  Matching Contributions and any
          Rollover Contributions from a terminated plan maintained by the
          Employer which were invested in Common Shares of Eastern Utilities
          Associates shall be invested wholly in EUA Common Shares.  For
          Participants who are members of a collective bargaining agreement,
          the investment of contributions hereunder shall be governed by the
          terms of such collective bargaining agreement.

          Fund shall mean the amounts held by any insurance company and/or
          Trustee in accordance with this Plan.  The Employer shall maintain:

          (a)  Capital preservation funds consisting of a money market fund or
               similar fund invested primarily in short-term fixed income
               securities, including investment contracts and annuity contracts
               (issued by insurance companies) or certificates of deposit
               issued by banks.

          (b)  Growth and income funds invested primarily in stocks and/or
               bonds selected to offer the potential for capital growth and
               current income.

          (c)  Growth funds invested primarily in domestic and foreign
               securities designed to achieve above average capital growth by
               assuming above average investment risk.

          (d)  EUA Common Shares is an unsegregated investment together with
               earnings thereon invested in Common Shares of Eastern Utilities
               Associates.  Contributions made to and dividends received by
               this Fund shall, to the extent practicable, be reinvested
               through the Dividend Reinvestment and Common Share Purchase Plan
               of Eastern Utilities Associates.

          For periods prior to July 1, 1992 (the date the above described Funds
          were offered under the Plan) the investment options and the rules
          applicable thereto, as described in the predecessor to this document,
          shall apply.

          The Committee may, with the approval of the Board, eliminate one or
          more investment funds, offer additional investment funds, or alter
          the underlying investments of one or more funds from time to time.
          Participants shall be notified of any changes in investment funds
          prior to the effective date of such changes.

5.3       Change in Investment Options.  Subject to Section 5.4, a Participant
          may change the investment allocation of his future Pre-Tax
          Participant Contribution(s), After-Tax Participant Contribution(s),
          Rollover Contributions, if any, on a monthly basis by phone in
          accordance with the rules of the Trustee.  Subject to Sections
          5.2 and 5.4, a Participant or Former Participant may also change the
          investment allocation of his existing Pre-Tax Participant
          Contribution(s) Account, After-Tax Participant Contribution Account,
          Qualified Contribution Account and Rollover Contribution(s) Account,
          on a daily basis by phone in accordance with the rules of the
          Trustee.

          The Committee may elect to change the Trustee and/or recordkeeper
          relationship at any time.  Upon such change, the Committee may
          temporarily suspend the right of Participants to change or make
          elections regarding the investment of Accounts and the Committee may
          temporarily direct the investment of all or a portion of their
          Accounts into a money market fund or similar fund consisting
          primarily of short term fixed income securities or other fund deemed
          appropriate to effect an efficient transition to the new recordkeeper
          and investment funds.  Notice of such suspension will be provided to
          all eligible participants.

5.4       Investment Rules.  The following rules shall govern all aspects of
          this Article V:

          (a)  A Participant shall direct the Committee to invest his current
               Pre-Tax Participant Contribution(s), After-Tax Participant
               Contribution(s), and Rollover Contributions, if any, in
               multiples of 5%, in Funds A, B, C, D, E, or F.  Reallocation of
               the Participant's or Former Participant's existing Account
               pursuant to Section 5.3 shall also be made to Funds A, B, C, D,
               E, or F in multiples of 5%.

          (b)  A Participant's or Former Participant's Matching Contribution
               Account and Rollover Contribution Account attributable to
               amounts distributed from a terminated plan maintained by the
               Employer which was invested in Common Shares of Eastern
               Utilities Associates shall be invested exclusively in EUA Common
               Shares.

               Notwithstanding the foregoing, for Participants who are members
               of a collective bargaining agreement, the investment rules with
               respect to Employee and Employer contributions hereunder shall
               be governed by the terms of such collective bargaining
               agreement.

          (c)  Any investment direction given by a Participant or Former
               Participant shall continue in effect until changed by such
               Participant or Former Participant as provided hereunder.

          (d)  In the absence of any written designation of investment
               preference by the Participant or Former Participant, Pre-Tax
               Participant Contribution(s), After-Tax Participant
               Contribution(s), Qualified Voluntary Employee Contribution(s),
               Rollover Contributions (other than Rollover Contributions
               described in (b) above), if any, shall be invested 100% in
               short-term fixed income investments.

          (e)  Notwithstanding any instruction from any Participant or Former
               Participant for investment of funds as provided in this Article
               V, the Trustee shall have the right to hold uninvested, or
               invested in short-term fixed income investments, any funds
               intended for investment or reinvestment as otherwise provided in
               this Article for such time as the Trustee, in its sole
               discretion, deems advisable.

          (f)  The Committee may limit changes otherwise permitted hereunder in
               the investment allocation of a Participant's or Former
               Participant's Account to the extent a change is precluded as a
               result of a temporary period of adverse liquidity with respect
               to an investment fund or to the extent a change would adversely
               affect the investment return of Accounts of other Participants
               or Former Participants.

          (g)  For periods prior to July 1, 1992 (the date the Funds described
               in Section 5.2 were offered under the Plan) the investment
               options, and the rules applicable thereto, as described in the
               predecessor to this document shall apply.

                                    ARTICLE VI
                                   TRUST FUND


6.1       Trust Fund.  All Accounts shall be held in the Trust Fund and each
          Participant's and Former Participant's interest in the investment
          funds shall be valued in accordance with the further provisions of
          this Article VI.

          The Trust Fund shall be held and administered under a Trust Agreement
          between the Employer and the Trustee.  The Employer, in its sole
          discretion, shall have the right to change the method of funding or
          the designation of Trustee, subject only to any contractual
          restrictions of the existing method of funding.  The Trust shall
          hold all contributions made under the Plan and all earnings and other
          income attributable thereto.  All amounts payable under the Plan
          shall be disbursed from the Fund.

6.2       Valuation of Funds.  The current market value of each Fund shall be
          separately determined by the Trustee as of every Valuation Date.

          (a)  For those securities traded on a national stock exchange, the
               current market value shall be the closing price on the Valuation
               Date.

          (b)  For those securities not traded on a national stock exchange,
               the current market value shall be the average of the latest
               available bid and ask quotes as of the Valuation Date.

          If there is no trading of a security on a national stock exchange on
          the Valuation Date or if bid and ask quotes are not available for a
          security for a substantial amount of time, the current market value
          of such security shall be determined on the basis of such market
          quotations or other method as the Trustee shall deem appropriate.

6.3       Valuation of Participant Accounts.  The Trustee shall maintain a
          separate account for each Participant and Former Participant,
          including a separate record of the share of each Participant or
          Former Participant in each Fund attributable to contributions by the
          Employer and to Pre-Tax, After-Tax, Qualified and Rollover
          Contributions by the Participant.  Each Participant's or Former
          Participant's share in a Fund shall be determined as of each
          Valuation Date and shall reflect contributions credited to his
          Account and all withdrawals and forfeitures from his Account
          since the last Valuation Date.

6.4       Investment Responsibilities of the Committee Relating to Investments.
          The Committee, with the approval of the Board, shall invest and
          reinvest the Trust Fund in such securities and other property in
          accordance with the provisions of this Plan; provided, however, that
          the Committee shall not engage in any "prohibited transaction" as
          defined under ERISA.  The Committee shall have such powers as may be
          necessary to discharge its duties under the Plan, including, but not
          limited to, the power:

          (a)  to make, execute, acknowledge, and deliver any and all deeds,
               leases, assignments, and instruments;

          (b)  to cause any investments from time to time held by it to be
               registered in, or transferred into, its name or in the name of
               its nominee or nominees or to retain them unregistered or in
               form permitting transferability by delivery, but the books and
               records of the Committee shall at all times show that such
               investments are part of the Fund;

          (c)  except in the case of Common Shares of Eastern Utilities
               Associates, to vote in person or by proxy on any stocks, bonds
               or other securities held by it; to exercise any options
               appurtenant to any stocks, bonds, or other securities for
               the conversion thereof into other stocks, bonds or securities,
               or to exercise any rights to subscribe for additional stocks,
               bonds, or other securities and to make any and all necessary
               payments therefore; to join in, or to dissent from, and to
               oppose, the reorganization, recapitalization, consolidation,
               liquidation sale, or merger of corporations or properties in
               which it may be interested as investment manager, upon such
               terms and conditions as it may deem wise;

          (d)  in the case of Common Shares of Eastern Utilities Associates, to
               carry out, or cause to be carried out, the voting instructions
               of Participants respecting their interests in such Shares;

          (e)  to select depositories for the care, custody, and safekeeping of
               any and all securities or other property of the Fund;

          (f)  to select, replace and/or eliminate one or more of the
               investment funds offered under the Plan;

          (g)  to delegate investment management responsibilities to one or
               more persons;

          (h)  to perform all acts which they deem necessary or proper for the
               protection of the property of the Fund.

6.5       Statements of Participant Accounts.  No less frequently than is
          practicable after the completion of a Plan Year, an individual
          statement will be issued to each Participant showing the value of his
          interests in any of the investment funds which may be offered under
          the Plan.

6.6       Valuation for Distribution.  All withdrawals and distributions shall
          be valued as of a Valuation Date and paid out as soon as practicable
          thereafter or at such other time as the Committee may permit under
          uniform and nondiscriminatory rules it may adopt.


                                    ARTICLE VII
                              DEATH AND DISABILITY


7.1       Death Benefit.  Upon the death of a Participant or Former
          Participant, his Beneficiary shall be entitled to 100% of the
          Participant's or Former Participant's remaining Account.  Such
          Account shall be held and maintained for the benefit of the
          Beneficiary and the Beneficiary shall be entitled to exercise the
          Participant's or Former Participant's rights respecting investment of
          such Account and full and immediate repayment of any outstanding
          loan, provided that the Beneficiary may not elect to take a new loan
          from such Account or to make a partial withdrawal.

7.2       Payment of Death Benefit.  After receipt by the Committee of due
          notice of the death of the Participant, the benefit payable under
          this Article shall be paid in one lump sum in accordance with the
          provisions of Article X.

7.3       Designation of Beneficiary.  Each Participant shall have the right,
          by written notice to the Committee, to designate or to change the
          Beneficiary to receive any benefit payable in the event of his death,
          subject to the spousal consent requirements of Section 1.6, if he is
          then married.

7.4       Payment Other Than to Beneficiary.  If a Participant has not
          designated a Beneficiary, or the Participant's designated Beneficiary
          dies before the Participant, or if the Beneficiary dies after the
          death of the Participant, but prior to receiving the full death
          benefit hereunder, any remaining benefit shall be paid to the Benefi-
          ciary's designated beneficiary.  In the absence of such designation,
          any remaining benefit will be paid to the Beneficiary's estate,
          unless specified otherwise by the Participant.

7.5       Definition of Disability.  A Participant will be deemed to have
          suffered a total and permanent disability for purposes of the Plan if
          he is eligible to receive Social Security disability benefits or
          disability benefits under a long-term disability plan sponsored by
          the Employer or an Affiliated Employer.

7.6       Disability Benefit.  A Participant who has suffered a Disability
          shall be entitled to distribution of 100% of the value of his Account
          upon written request pursuant to the provisions of Article X.

7.7       Recovery from Disability.

          (a)  If it is subsequently determined that a Participant who had
               become permanently disabled is no longer disabled, and if he
               should return to employment with a Participating Employer
               immediately upon recovery from Disability, he shall resume
               membership in the Plan pursuant to Article II.  In the event
               his Account has not been distributed prior to his recovery from
               Disability, he shall not be entitled to a distribution of his
               Account prior to his Service Termination Date except as may be
               permitted under Article IX.

          (b)  If it is subsequently determined that a Participant who had
               become permanently disabled is no longer disabled, and if he
               should fail to return to employment with a Participating
               Employer or an Affiliate immediately upon recovery from
               Disability, he shall be considered to have a Service Termina-
               tion Date upon such recovery.  In the event his Account has not
               been distributed upon his recovery from Disability, his Account
               shall be distributed pursuant to the provisions of Article X.


                                   ARTICLE VIII
                      VESTING AND TERMINATION OF EMPLOYMENT


8.1       Vesting of Contributions.  Subject to the further provisions of this
          Article VIII, a Participant shall at all times be 100% vested in his
          Account hereunder.

8.2       Vesting Prior to August 1, 1983.

          (a)  Any Participant who is actively employed on or after August 1,
               1983 shall be 100% vested in his Account, except to the extent
               that any portion of his Account may have been forfeited pursuant
               to the further provisions of this Article.

          (b)  Any Participant who terminated employment with the Employer and
               all Affiliated Employers prior to August 1, 1983 and who does
               not subsequently return to employment with the Employer or an
               Affiliated Employer shall not have any interest in that portion
               of his Account that may have been forfeited as a result of such
               termination of employment.

          (c)  If an Employee has a Service Termination Date prior to August 1,
               1983, and is reemployed on or after August 1, 1983 by a
               Participating Employer or an Affiliated Employer:

               (i)   before he has incurred a number of consecutive One Year
                     Breaks in Service equal to the greater of five and his
                     Service as of his Service Termination Date, or, if he was
                     at least partially vested pursuant to the provisions of
                     the Plan as in effect prior to August 1, 1983 on his
                     Service Termination Date, he shall be reinstated in the
                     portion of his Matching Contribution Account that may have
                     been forfeited pursuant to the Plan as in effect prior to
                     August 1, 1983.  Any amounts reinstated in accordance with
                     this paragraph shall be paid by the applicable
                     Participating Employer with an additional contribution to
                     the Plan.  Upon reemployment, the Employee shall be
                     100% vested in his Account.

               (ii)  after he has incurred a number of consecutive One Year
                     Breaks in Service equal to the greater of five and his
                     Service as of his Service Termination Date, and he was not
                     partially or fully vested pursuant to the provisions of
                     the Plan as in effect prior to August 1, 1983 on his
                     Service Termination Date, he shall have no further right
                     to the portion of his Matching Contribution Account that
                     may have been forfeited pursuant to the Plan as in effect
                     prior to August 1, 1983.  The Employee shall be 100%
                     vested in his Matching Contribution Account attributable
                     to contributions made subsequent to his return to
                     employment only.

8.3       Method of Payment.  When a Participant incurs a Service Termination
          Date, his Account shall be distributed pursuant to the provisions of
          Article X.

                                   ARTICLE IX
                                   WITHDRAWALS


9.1       Withdrawals from Matching and Rollover Contribution Accounts.
          Subject to the further provisions of this Article IX, a Participant
          who has been a Participant in the Plan for at least five full years
          shall have the right to withdraw any portion of his Account
          attributable to Matching and Rollover Contributions at any time.  A
          Participant who has not completed five full years of participation
          may withdraw at any time any amount from the vested portion of his
          Matching and Rollover Contribution Accounts other than Matching and
          Rollover Contributions made during the 24 months preceding the date
          of such withdrawal.

          Notwithstanding the foregoing, subject to the further provisions of
          this Article IX, a Participant may withdraw all or a portion of his
          Matching and Rollover Contributions to the extent necessary to meet a
          financial hardship.

9.2       Withdrawals from After-Tax Participant Contribution(s) Account.
          Subject to the further provisions of this Article IX, a Participant
          may withdraw any portion of his Account attributable to After-Tax
          Participant Contribution(s) for any reason.  Any hardship withdrawal
          made from a Participant's After-Tax Account shall be subject to the
          provisions of Sections 9.5 and 9.6.

9.3       Withdrawals from Qualified Voluntary Employee Contribution(s)
          Account.  Subject to the further provisions of this Article IX, a
          Participant may withdraw all or a portion of his Account attributable
          to Qualified Voluntary Employee Contribution(s) for any reason.

9.4       Withdrawals from Pre-Tax Participant Contribution(s) Account.
          Subject to the further provisions of this Article IX, specifically
          with reference to Section 9.6, a Participant may withdraw all or a
          portion of his Account attributable to Pre-Tax Participant
          Contribution(s) to the extent necessary to meet a financial hardship
          as outlined in Section 9.5.

9.5       Hardship Withdrawals.  For the purposes of this Article IX, a
          "financial hardship" shall mean an immediate and heavy financial need
          which cannot be met from any other available resource and which is
          due to:

          (a)  unreimbursed medical expenses described in Code Section 213(d)
               for which payment is necessary in advance in order to obtain
               medical services for the Participant, his Spouse, or dependents
               or for such medical expenses already incurred by the
               Participant, his Spouse, or dependents;

          (b)  the purchase of the Participant's principal residence (not
               including mortgage payments, remodeling or investment property
               purchase);

          (c)  the need to prevent eviction from, or foreclosure on the
               Participant's principal residence;

          (d)  tuition payments and related educational expenses for the next
               12 months, semester, or quarter of post-secondary education for
               the Participant, his Spouse or dependents; or

          (e)  such additional immediate and heavy financial needs as may be
               approved by the Committee on a uniform and nondiscriminatory
               basis.

          The Committee shall determine in its sole discretion whether a
          financial hardship exists to warrant a withdrawal, and if such
          hardship exists, the amount of the withdrawal necessary to meet the
          hardship.  Such determination shall be made on the basis of written
          documentation, provided by the Participant, which demonstrates the
          existence and amount of the financial hardship.  In any event, the
          Committee's determination shall be made according to such uniform and
          non-discriminatory rules as it may adopt.

          A Participant shall be deemed to lack other resources to satisfy the
          "financial hardship" if the following conditions are satisfied:

          (f)  the Participant has withdrawn all After-Tax, Matching, Rollover
               and Qualified Voluntary Employee Contribution(s) available
               hereunder and all amounts available to him under all other of
               the Employer's (or Affiliated Employer's) qualified plans;

          (g)  the Participant has borrowed, through a loan, any amounts
               available to him from any qualified plans of the Employer and
               Affiliated Employers, unless the repayment of the amount
               borrowed would constitute a "financial hardship" to the
               Participant; and

          (h)  the amount of the withdrawal does not exceed the amount
               necessary to meet the Participant's "financial hardship".

9.6       Rules For Withdrawals.  The following rules shall apply to
          withdrawals made pursuant to this Article IX:

          (a)  No more than one non-hardship withdrawal may be made in any
               three-month period unless otherwise permitted in accordance with
               such uniform and nondiscriminatory rules as the Committee may
               adopt.

          (b)  The minimum amount of any non-hardship withdrawal from the Plan
               shall be $500 or, if less, 100% of the amount in the
               Participant's Account that is available as a withdrawal under
               the provisions of this Article.

          (c)  A Participant who has not attained age 59-1/2 may not withdraw
               that portion of his Pre-Tax Participant Contribution(s) Account
               which is attributable to investment earnings which are credited
               to such Account after December 31, 1988.

          (d)  In the event of a non-hardship withdrawal from the Participant's
               After-Tax Participant Contribution(s) Account or from his
               Matching and/or Rollover Contribution Account that does not
               exceed 50% of the value of the Participant's Account, exclusive
               of his Qualified Voluntary Employee Contribution(s) Account, the
               Participant shall be suspended from making any further Pre-Tax
               or After-Tax Participant Contribution(s) under the Plan for a
               period of six months from the date of the withdrawal.  No
               Employer Matching Contributions will be made during the
               suspension period.

          (e)  In the event of a non-hardship withdrawal from the Participant's
               After-Tax Participant Contribution(s) Account or from his
               Matching and/or Rollover Contribution Account that exceeds 50%
               of the value of the Participant's Account, exclusive of his
               Qualified Voluntary Employee Contribution(s) Account, the
               Participant shall be suspended from making any further Pre-Tax
               or After-Tax Participant Contribution(s) under the Plan for a
               period of 12 months from the date of the withdrawal.  No
               Employer Matching Contributions will be made during the
               suspension period.

          (f)  In the event a withdrawal is on account of a financial hardship,
               the Participant shall be suspended from making any further Pre-
               Tax or After-Tax Participant Contribution(s) under the Plan for
               a period of 3 months from the date of the withdrawal.  No
               Employer Matching Contributions will be made during the
               suspension period.

          (g)  In the event a withdrawal consists of a withdrawal from more
               than one of a Participant's investment funds within his Account,
               such withdrawal shall be considered a single withdrawal for the
               purpose of applying paragraph (d) or (e) above.

          (h)  Any suspension of Pre-Tax and After-Tax Participant
               Contribution(s) resulting from the application of paragraph (d),
               (e) or (f) above shall be in addition to rather than coincident
               with any suspension which may apply pursuant to Article III.  No
               more than one 12-month suspension shall be required, however,
               for a single withdrawal under this Article IX.

          (i)  Any withdrawal made from a Participant's After-Tax Participant
               Contribution(s) and/or investment earnings thereon shall be made
               in a manner which corresponds with the tax treatment of such a
               withdrawal under the Code.

          (j)  A Participant shall request a withdrawal hereunder by providing
               the Committee with at least 30 days' advance written request of
               the withdrawal, except that the Committee may agree to accept a
               later request in the case of a withdrawal for "financial
               hardship".  The Participant will receive such payment as soon as
               practicable after the Committee receives the request.

          (k)  Withdrawals shall be effective as of the Valuation Date next
               following the date the Committee approves the withdrawal
               request, unless the Committee agrees to another date according
               to uniform and nondiscriminatory rules it may adopt.

          (l)  Any withdrawal shall be paid in cash, except that a Participant
               electing a non-hardship withdrawal may elect to receive Common
               Shares of Eastern Utilities Associates for such non-hardship
               withdrawal with respect to the portion of his Account invested
               in such Shares.

          (m)  If the Participant has made a withdrawal from his Pre-Tax
               Participant Contribution(s) Account, the Participant's Pre-Tax
               and After-Tax Contributions to the Plan are suspended for the 3-
               month period immediately following the date of the hardship
               withdrawal.

          (n)  The Participant's maximum Pre-Tax Participant Contribution(s)
               permitted under Section 3.8(a) for the Plan Year following the
               Plan Year in which the hardship withdrawal was made is reduced
               by the amount of the Participant's Pre-Tax Participant
               Contribution(s) made during the Plan Year in which the hardship
               withdrawal occurred.

9.7       Debiting of Withdrawals.  To the extent otherwise permitted by this
          Article IX, all withdrawals shall be debited to a Participant's
          Account in the following hierarchy; first from his After-Tax
          Participant Contribution(s) Account, next from his Rollover
          Contribution Account, next from his Qualified Voluntary Employee
          Contribution(s) Account, next from his Matching Contribution Account.
          In the case of Hardship withdrawals only, after the above sources
          have been exhausted, withdrawals shall be debited next to a
          Participant's Pre-Tax Contribution Account.

          In the event that the provisions of this Article IX prohibit a
          withdrawal from a Participant's Account in the sequence described in
          the preceding sentence, the amounts withdrawn shall follow such
          sequence only to the extent otherwise permitted by the provisions of
          this Article IX.  Except in the case of a withdrawal from a
          Participant's Matching Contribution Account, a withdrawal will be
          debited to his interest in the Funds offered under this Plan on a
          pro-rata basis.

9.8       Participant Loans.  The Plan may lend a Participant who is actively
          employed an amount not in excess of the lesser of (a) $50,000 reduced
          by the Participant's highest outstanding loan balance from the Plan
          during the preceding 12-month period; and (b) 50% of the value of his
          Rollover, Pre-Tax and Matching Contribution Accounts as of the date
          on which the loan is approved.  A loan may be made only from a
          Participant's Rollover Account (but not from any portion of such
          Account invested in Common Shares of Eastern Utilities Associates)
          and/or his Pre-Tax Participant Contribution(s) Account.

9.9       Rules Relating to Loans.  All loans shall comply with the following
          terms and conditions:

          (a)  The minimum amount that may be borrowed under the Plan is
               $1,000.

          (b)  Loans may be applied for as of any date with prior written
               notice as the Committee may approve according to uniform and
               nondiscriminatory rules it may adopt.

          (c)  No more than one regular loan (a loan for a purpose other than
               the purchase of the Participant's principal residence) and one
               housing loan (a loan for the purpose of purchasing the
               Participant's principal residence) may be outstanding to a
               Participant at any time.

          (d)  An application for a loan by a Participant shall be made in
               writing to the Committee whose action thereon shall be final.
               Furthermore, appropriate documentation for the purchase of a
               home, such as a purchase and sale agreement, must be provided.

          (e)  Repayment of a loan shall be made based on level amortization of
               the loan amount, including interest, and shall be made no less
               frequently than quarterly over the term of the loan.  The
               Participant shall authorize the Participating Employer to deduct
               from his pay the level amount sufficient to accomplish the
               repayment.  A Participant who is on an Authorized Leave of
               Absence or layoff shall continue to repay any outstanding loan
               by submitting payments to the committee responsible for plan
               administration.

          (f)  The period of repayment for any loan shall be arrived at by
               mutual agreement between the Committee and the Participant, but
               subject to a maximum repayment period of five years for a
               regular loan and 20 years for a housing loan.

          (g)  Loans may be prepaid in full at any time without penalty, but at
               no time will a partial payment of principal or interest only be
               allowed.

          (h)  Each loan shall be made against the collateral assignment of the
               Participant's right, title and interest in the portion of his
               Account against which the loan is taken, evidenced by such
               Participant's collateral promissory note for the amount of the
               loan, including interest, payable to the order of the Plan.

          (i)  Each loan shall bear a reasonable rate of interest, which shall
               be the highest prime rate of interest, as published in the
               "money rate" section of the Wall Street Journal as of the last
               day of the calendar quarter preceding the effective date of the
               loan.  The Committee shall review from time to time the rate of
               interest to determine if it is consistent with commercial rates
               for similar loans, and if not, the Committee shall have the
               authority to modify such rate of interest for new loans to be
               consistent with such commercial rates.

          (j)  In the event a loan repayment is not made or is not paid at
               maturity, the loan shall be deemed to be in default and the
               Committee shall give written notice of such default to such
               Participant to his last known address.  If the default is not
               cured within a reasonable period of time from the date of such
               notice as determined by the Committee, according to uniform and
               nondiscriminatory rules it may adopt and set forth in the
               notice, the Participant's Account shall be reduced by the amount
               of the unpaid balance of the loan, together with the interest at
               the time of default thereon, and the Participant's indebtedness
               shall thereupon be discharged.  This reduction shall occur as
               soon as the Participant could have received a distribution of
               the portion of the Account balance so reduced under applicable
               law, disregarding the provisions of (k) below.

          (k)  Upon termination or retirement, no distribution shall be made to
               any Participant or Former Participant or to a Beneficiary of any
               such Participant or Former Participant unless and until all
               unpaid loans, including accrued interest thereon, have been
               liquidated; provided, however, if any unpaid balance is due on a
               loan of such Participant or Former Participant at the time of
               such distribution which has not been satisfied through
               collection or liquidation of his Account, the Plan shall
               distribute to such Participant or Former Participant or
               Beneficiary the collateral promissory note evidencing the loan,
               and his Account, reduced by the unpaid balance of the loan,
               including accrued interest thereon, shall be distributed.

          (l)  All loans shall be debited to a Participant's Account first from
               his Rollover Contribution Account and next from his Pre-Tax
               Participant Contribution(s) Account.

          (m)  Subject to the provisions of paragraph (l) above, all loans
               shall be debited on a pro-rata basis to the investment funds in
               which the Account is invested, provided that the proceeds for a
               loan shall in no event be withdrawn from amounts invested in
               Common Shares of Eastern Utilities Associates or any other
               Company Matching Contributions.

          (n)  Upon receipt of a loan repayment and associated interest, the
               Trustee shall deposit such repayment in the investment funds in
               accordance with the Participant's investment designation at the
               time of the repayment.  The Trustee shall also credit such
               repayment to the Participant's Accounts in the same proportion
               as the Participant's investment designation at the time of the
               repayment.

          (o)  The Committee shall make loans available hereunder on a
               reasonably equivalent basis.  The Committee shall apply
               objective criteria in a uniform and nondiscriminatory manner to
               determine whether a loan application should be approved.  Such
               criteria shall be limited to those factors which would be
               considered by a commercial lender in the business of making
               similar types of loans.  Decisions by the Committee regarding
               loans shall be final and shall be communicated to the
               Participant as soon as practicable.

          (p)  The Committee may adopt such other rules and regulations
               relating to loans as it may deem appropriate, including imposing
               reasonable loan expense charges to the Accounts of Participants
               electing loans.

                                  ARTICLE X
                               PAYMENT OF BENEFITS


10.1      Entitlement to Distribution.  A Participant (or, if applicable, his
          Beneficiary) shall be entitled to a distribution upon his termination
          of employment, his total and permanent disability or his death as
          provided herein.

10.2      Form of Payment.

          (a)  An Account whose value is $3,500 or less must be distributed in
               one lump sum payment, upon completion of written instructions by
               the Participant.

          (b)  The normal form of payment for an Account whose value is more
               than $3,500 shall also be one lump sum payment.  The
               distribution of any Account, the value of which exceeds $3,500,
               shall require the written consent of the Participant.

10.3      Time of Payment.

          (a)  To the extent practicable, and unless otherwise elected by the
               Participant or Former Participant pursuant to Section 10.3(c)
               (or, if applicable, his Beneficiary pursuant to Section 10.5)
               any distributions shall be made as soon as practicable after the
               event which gave rise to the distribution or after all
               contributions are credited.  The value of the Participant's or
               Former Participant's Account for this purpose shall be
               determined as of the Valuation Date immediately preceding the
               date of distribution.  Notwithstanding the foregoing,
               distributions shall not commence prior to the applicable date
               described in Section 10.3(b), unless otherwise required under
               Section 10.6, until the Participant, Former Participant or
               Beneficiary returns a completed form to the Committee with 30
               days prior written notice or such lesser notice as the Committee
               shall approve according to uniform and nondiscriminatory rules
               it may adopt.  However, if the Participant, Former Participant
               or Beneficiary fails to return the completed election form to
               the Committee, benefits will automatically commence within the
               period described in Section 10.3(b), unless prior commencement
               is required under Section 10.6.

          (b)  Unless a Participant or Former Participant elects a deferred
               payment in accordance with Section 10.3(c), distribution shall
               commence no later than 60 days after the close of the Plan Year
               in which:  (i) the Participant or Former Participant attains age
               65, or (ii) the 10th anniversary of the Participant's or Former
               Participant's commencement of participation occurs, or (iii) the
               Participant or Former Participant terminates employment,
               whichever is latest.

          (c)  A Participant or Former Participant who has an Account balance
               which is greater than $3,500 may elect, in writing, to defer the
               commencement of a distribution under this Article X to a date
               which is not later than the April 1 which follows the year in
               which he attains age 70-1/2.  In the event a Participant or
               Former Participant elects to defer receipt of his Account
               pursuant to this paragraph, his Account shall continue to be
               valued in accordance with Article VI and shall be invested in
               accordance with the Participant's or Former Participant's
               election under Article V.

          (d)  If a Participant or Former Participant has elected a deferred
               payment under Section 10.3(c), he may at any time thereafter
               elect to change the time or manner of payment of the unpaid
               portion of his Account in accordance with the further provisions
               of this Article X, provided that 60 days advance written notice,
               or lesser period if agreed upon by the Committee, is given to
               the Committee.

10.4      Amount of Distribution.  The amount of any distribution shall be
          determined by the amount in the Participant's or Former Participant's
          Account as of the Valuation Date coinciding with or otherwise
          immediately preceding the distribution.

10.5      Death Benefits.  In the event of the death of a Participant prior to
          the date his Account has been distributed, his remaining Account
          shall be paid to his Beneficiary in one lump sum pursuant to the
          following rules:

          (a)  In the event the value of the Account is $3,500 or less, such
               Account shall be paid to the Beneficiary as soon as practicable
               following the Participant's or Former Participant's death.

          (b)  Except as otherwise provided in (a) above, in the event the
               Beneficiary is the Participant's or Former Participant's Spouse,
               the Beneficiary may elect to defer payment to a date no later
               than April 1 following the calendar year in which the
               Participant or Former Participant would have attained age 70-
               1/2.

          (c)  Except as otherwise provided in (a) above, in the event the
               Beneficiary is not the Spouse of the Participant or Former
               Participant, the Beneficiary may elect to defer payment to a
               date no later than five years following the Participant's or
               Former Participant's death.

          Upon the death of a Participant, his Beneficiary shall be considered
          a Participant of the Plan, subject to the rules of the Plan
          hereunder.

10.6      Limitation on Distributions.  Distribution of benefits to a
          Participant or Former Participant shall not be deferred beyond the
          April 1 following the calendar year in which the Participant attains
          age 70-1/2.  In any event, distributions hereunder shall be made in
          accordance with Code Section 401(a)(9), including the incidental
          death benefit requirements of such Code Section, and regulations
          thereunder, including Treasury Regulation 1.401(a)(9)-2.  Such
          regulations and applicable rulings or announcements, including any
          grandfather provisions or provisions delaying the effective date of
          Code Section 401(a)(9), are hereby incorporated by reference.

10.7      Segregated Accounts.  If a Participant or Beneficiary has elected to
          have his Account distribution deferred to a later date pursuant to
          Section 10.3(c) or Section 10.6, the Account of the Participant will
          continue to be invested in accordance with the most recent investment
          direction on file with the Committee.  If there is no investment
          direction on file, the Committee shall direct the Trustee to
          segregate the Participant's or Beneficiary's interest in the Plan and
          invest such interest in Fund A as described in Section 5.2.  Amounts
          invested in this manner shall share the earnings, on a pro rata
          basis, attributable to such fund.  Effective July 1, 1992, the
          investment of any Account whose distribution has been deferred
          shall be made according to the rules relating to investments as
          established by the Committee and investment funds.

10.8      Missing Persons.  If the Committee shall be unable, within five years
          after any amount becomes due and payable from the Plan to a
          Participant, Former Participant or Beneficiary, to make payment
          because the identity or whereabouts of such person cannot be
          ascertained, the Committee may mail a notice by registered mail
          to the last known address of such person outlining the action to be
          taken unless such person makes written reply to the Committee within
          60 days from the mailing of such notice.  The Committee may direct
          that such amount and all further benefits with respect to such person
          shall be forfeited and all liability for the payment thereof shall
          terminate.  However, in the event of the subsequent reappearance of
          the Participant, Former Participant  or Beneficiary prior to
          termination of the Plan, the benefit which was forfeited (but not any
          earnings attributable to such forfeiture) shall be reinstated in
          full.  Any benefits forfeited shall be applied to reduce future
          Matching Contributions to the Plan, or to pay expenses under the Plan
          as determined by the Committee.

          Reinstatement of any benefit forfeited under this Section 10.8 shall
          be made by the applicable Participating Employer with an additional
          contribution to the Plan.

                                    ARTICLE XI
                        EMPLOYEES' SAVINGS PLAN COMMITTEE


11.1      Responsibility for Plan and Trust Administration.  The Board shall
          have the sole authority to appoint and remove the Trustee, appoint
          and remove members of the Committee, approve any investment fund
          which may be provided for under the Trust, and to amend or terminate,
          in whole or in part this Plan or the Trust.  The Employer, through
          its Committee, shall have the responsibility for the administra-
          tion of this Plan, which is specifically described in this Plan and
          the related Trust Agreement.  The Employer shall be the "named
          fiduciary" for purposes of the Code and ERISA.

11.2      Employee Savings Plan Committee.  The Plan shall be administered by
          the Employer through a Committee of not less than three persons to be
          appointed by and to serve at the pleasure of the Board.  Any person
          appointed as a member of the Committee may resign from the Committee
          by delivering his written resignation to both the Board and the
          Secretary of the Committee.  The Committee shall be the "Plan
          Administrator" within the meaning of Section 3(16)A of ERISA.

11.3      Agents of the Committee.  The Committee may delegate specific
          responsibilities to other persons as the Committee shall determine.
          The Committee may authorize one or more of their number, or any
          agent, to execute or deliver any instrument or to make any payment in
          their behalf.  The Committee may employ and rely on the advice of
          counsel, accountants, and such other persons as may be necessary in
          administering the Plan.

11.4      Committee Procedures.  The Committee may adopt such rules as it deems
          necessary, desirable, or appropriate.  All rules and decisions of the
          Committee shall be uniformly and consistently applied to all
          Participants in similar circumstances.  When making a determination
          or calculation, the Committee shall be entitled to rely upon
          information furnished by a Participant, Former Participant or Benefi-
          ciary, the Employer, the legal counsel of the Employer or the
          Trustee.

          The Committee may act at a meeting or in writing without a meeting.
          The Committee shall elect one of its members as chairman, appoint a
          secretary, who may or may not be a Committee member, and advise the
          Trustee of such actions in writing.  The secretary shall keep a
          record of all meetings and forward all necessary communications to
          the Employer and the Trustee.  The Committee may adopt such bylaws
          and regulations as it deems desirable for the conduct of its affairs.
          All decisions of the Committee shall be made by the vote of the
          majority including actions in writing taken without a meeting.

11.5      Administrative Powers of the Committee.  The Committee may from time
          to time establish rules for the administration of the Plan.  Except
          as otherwise herein expressly provided, the Committee will have the
          exclusive right and discretionary authority, to the fullest extent
          provided by law, to interpret the Plan and decide any matters arising
          hereunder in the administration and operation of the Plan, and any
          interpretations or decisions so made will be conclusive and binding
          on all persons having an interest in the Plan; provided, however,
          that all such interpretations and decisions will be applied in a
          uniform and nondiscriminatory manner to all Employees.  The Committee
          shall have no right to modify any provisions of the Plan as herein
          set forth.

11.6      Benefit Claims Procedures.  All claims for benefits under the Plan
          shall be in writing and shall be submitted to the Committee member
          designated as Committee Secretary by the Committee.  If any
          application for payment of a benefit under the Plan shall be denied,
          the Committee shall notify the claimant within 90 days of such
          application setting forth the specific reasons therefor and shall
          afford such claimant a reasonable opportunity for a full and fair
          review of the decision denying his claim.  If special circumstances
          require an extension of time for processing the claim, the claimant
          will be furnished with a written notice of the extension prior
          to the termination of the initial 90-day period.  In no event shall
          such extension exceed a period of 90 days from the end of such
          initial period.  The extension notice shall indicate the special
          circumstances requiring an extension of time and the date by which
          the Committee expects to render its decision.

          Notice of such denial shall set forth, in addition to the specific
          reasons for the denial, the following:

          (a)  reference to pertinent provisions of the Plan;

          (b)  such additional information as may be relevant to the denial of
               the claim;

          (c)  an explanation of the claims review procedure; and

          (d)  notice that such claimant may request the opportunity to review
               pertinent Plan documents and submit a statement of issues and
               comments.

          Within 60 days following notice of denial of his claim, upon written
          request made by any claimant for a review of such denial to the
          Committee Secretary, the Committee shall take appropriate steps to
          review its decision in light of any further information or comments
          submitted by such claimant.

          The Committee shall render a decision within 60 days after the
          claimant's request for review and shall advise said claimant in
          writing of its decision on such review, specifying its reasons and
          identifying appropriate provisions of the Plan.  If special
          circumstances require an extension of time for processing, a decision
          will be rendered as soon as possible, but not later than 120 days
          after receipt of a request for the review.  If the extension of time
          for review is required because of special circumstances, written
          notice of the extension shall be furnished to the claimant prior to
          the commencement of the extension.  If the decision is not furnished
          within such time, the claim shall be deemed denied on review.  The
          decision on review shall be in writing and shall include specific
          reasons for the decision, written to the best of the Committee's
          ability in a manner calculated to be understood by the claimant
          without legal counsel, as well as specific references to the
          pertinent Plan provisions on which the decision is based.

11.7      Reliance on Reports and Certificates.  The Employer (or the Committee
          if so designated by the Employer) will be entitled to rely
          conclusively upon all valuations, certificates, opinions, and reports
          which may be furnished by the recordkeeper, or any accountant,
          controller, counsel, or other person who is employed or engaged for
          such purposes and shall exercise the authority and responsibility as
          it deems appropriate to comply with all of the legal and governmental
          regulations affecting this Plan.

11.8      Other Committee Powers and Duties.  The Committee shall have such
          duties and powers as may be necessary to discharge its duties
          hereunder, including, but not by way of limitation, the following:

          (a)  to prescribe written procedures to be followed by Participants,
               Former Participants, or Beneficiaries filing applications for
               benefits;

          (b)  to prepare and distribute, in such manner as the Committee
               determines to be appropriate, information explaining the Plan;

          (c)  to receive from the Employer, Participants and Former
               Participants such information as shall be necessary for the
               proper administration of the Plan;

          (d)  to furnish the Employer, upon request, such annual reports with
               respect to the administration of the Plan as are reasonable and
               appropriate;

          (e)  to receive and review the periodic valuations of the Plan made
               by the recordkeeper;

          (f)  to receive, review and keep on file (as it deems convenient or
               proper) reports of benefit payments by the Trustee and reports
               of disbursements for expenses directed by the Committee; and

          (g)  to invest and reinvest the Trust Fund, to select, replace and/or
               eliminate one or more of the investment funds offered under the
               Plan, and to exercise certain other powers respecting the
               investment of the Trust Fund, in each case in accordance with
               Section 6.4 hereof.

          The Committee shall have no power to add to, subtract from or modify
          any of the terms of the Plan, or to change or add to any benefits
          provided by the Plan, or to waive or fail to apply any requirements
          of eligibility for a benefit under the Plan.

11.9      Compensation of Committee.  No member of the Committee who is an
          Employee will receive any compensation for his services as such, but
          will be reimbursed for reasonable expenses incident to the
          performance of such services.  The reimbursement of expenses shall be
          paid in whole or in part by the Employer, and any expenses not paid
          by the Employer shall be paid by the Trustee out of the principal or
          income of the Trust Fund.

11.10     Member's Own Participation.  No member of the Committee may act,
          vote, or otherwise influence a decision of the Committee specifically
          relating to his own participation under the Plan.

11.11     Liability of Committee Members.  No member of the Committee will be
          liable for any act of omission or commission except as provided by
          federal law.

11.12     Indemnification.  The Board, the Committee and the individual members
          thereof shall be indemnified by the Employer and not the Trust Fund
          against any and all expenses, costs, and liabilities arising by
          reason of any act or failure to act, unless such act or failure to
          act is judicially determined to be gross negligence or willful
          misconduct.

                                    ARTICLE XII
                           FIDUCIARY RESPONSIBILITIES


12.1      Basic Responsibilities.  Any Plan Fiduciary, whether specifically
          designated or not, shall:

          (a)  discharge all duties solely in the interest of Participants,
               Former Participants, and Beneficiaries and for the exclusive
               purpose of providing benefits and defraying reasonable
               administrative expenses under the Plan;

          (b)  discharge his responsibilities with the care, skill, prudence,
               and diligence a prudent man would use in similar circumstances;
               and

          (c)  conform with the provisions of the Plan.

          No person who is ineligible by law will be permitted to serve as
          Fiduciary.

12.2      Actions of Fiduciaries.  Any Plan Fiduciary:

          (a)  may serve in more than one fiduciary capacity with respect to
               the Plan;

          (b)  may employ one or more persons to render advice with regard to
               or to carry out any responsibility that such Fiduciary has under
               the Plan; and

          (c)  may rely upon any discretion, information, or action of any
               other Plan Fiduciary, acting within the scope of its
               responsibilities under the Plan, as being proper under the Plan.

12.3      Fiduciary Liability.  No Fiduciary shall be personally liable for any
          losses resulting from his action except as provided by federal law.
          Each Fiduciary shall have only the authority and duties which are
          specifically allocated to him, shall be responsible for the proper
          exercise of his own authority and duties, and shall not be respon-
          sible for any act or failure to act of any other Fiduciary.

12.4      Bonding of Fiduciaries.  Notwithstanding any other provision of the
          Plan to the contrary, every Fiduciary shall be bonded to the extent
          required by law.

12.5      Indemnification of Fiduciaries.  The Employer shall indemnify and
          hold harmless the other named Fiduciaries, and any Trustee of the
          Employer or Employee held to be a Fiduciary with respect to the Plan
          from any liability, claim, demand, suit or action of any type arising
          from any action or failure to act; provided, however, that such
          person acted in good faith and in a manner he reasonably believed to
          be in the best interests of the Participants and Beneficiaries and
          consistent with the provisions of the Plan and, with respect to any
          criminal action or proceeding, that he had no reasonable cause to
          believe his conduct was unlawful.

                                  ARTICLE XIII
                            AMENDMENT AND TERMINATION


13.1      Internal Revenue Service Qualification.  It is the intention of the
          Employer that the Plan shall be and remain qualified and exempt under
          Code Sections 401(a) and 501(a) and meet the requirements of Code
          Sections 401(k) and 401(m).  The Employer may authorize any
          modification or amendment of this Plan, which is deemed necessary or
          appropriate to qualify or maintain the qualification and exemption of
          the Plan within the requirements of Code Sections 401(a), 401(k),
          401(m), and 501(a), or any other applicable provisions of the Code as
          now in effect or hereafter amended or adopted.

13.2      Employer's Right to Amend or Terminate.  The Employer, with the
          written approval of the Board of Directors, reserves the right to
          modify, suspend or terminate the Plan in whole or in part (including
          the provisions relating to contributions).  Any modification,
          suspension, or termination of the Plan shall be set forth in a
          written Plan amendment executed by an officer of the Employer.  The
          Employer shall not have the power to modify, suspend, amend or
          terminate the Plan in such manner as will cause or permit any part of
          the Trust Fund to be used for or diverted to purposes other than the
          exclusive benefit of Participants, Former Participants or their
          Beneficiaries, or for the payment of expenses pursuant to the
          provisions of the Plan.  Further, except as otherwise specifically
          provided in Sections 4.5 and 4.8, no portion of the Trust Fund may
          revert to or become the property of the Employer, so as to divest a
          Participant or Former Participant from or deprive him of any benefits
          which may have accrued to him.  Upon termination or partial
          termination of the Plan or "complete discontinuance of contributions"
          as such term is defined in Code Section 411, the amounts credited to
          the Accounts of Participants affected by such termination or partial
          termination shall be nonforfeitable.

          Notwithstanding anything to the contrary contained herein, upon such
          termination of the Plan, the Employer shall have no obligation or
          liability whatsoever to make any further payments to the Trustee.

13.3      Participating Employer's Right to Terminate.  Each Participating
          Employer by action of its Board of Directors or other governing
          authority, subject to the approval of the Board, shall have the right
          to terminate, as to itself, the Plan hereby created, by delivering
          written notice authorizing the termination to the Board, the
          Committee, and the Trustee.

13.4      Valuation of Assets.  In determining the value of the Accounts of the
          Participants or Former Participants as of the date of the termination
          of the Plan, the assets of the Trust Fund shall be valued by the
          Trustee at fair market value as of the close of business on the
          distribution date.  The Accounts of the Participants and Former
          Participants shall be adjusted in the manner provided in Article VI.

13.5      Distribution of Assets.  If the Plan is terminated, the Trustee, at
          the direction of the Employer shall continue to maintain the Trust
          Fund, as permitted by applicable law, until all assets remaining in
          the Trust Fund after payment of any expenses properly chargeable to
          the Trust Fund are distributed to Participants, Former Participants
          or their Beneficiaries.  Such distribution shall be equal to the
          value of the Accounts of the Participants as of the date of the
          termination of the Plan adjusted for any earnings and expenses of the
          Trust Fund and Plan between such date and the date of distribution.
          Payment will be made in cash or in kind, or partly in cash and partly
          in kind, in such manner as the Committee shall determine and as may
          be required by applicable law.  The Committee's determination shall
          be final and binding on all persons.

                                    ARTICLE XIV
                           TOP-HEAVY PLAN REQUIREMENTS


14.1      General Rule.  For any Plan Year for which this Plan is a Top-Heavy
          Plan as defined in Section 14.4, any other provisions of the Plan to
          the contrary notwithstanding, the Plan shall be subject to the
          following provisions:

          (a)  The minimum contribution provisions of Section 14.2, and
          (b)  The limitation on contributions set by Section 14.3.

14.2      Minimum Contribution Provisions.  Subject to the provisions of
          Sections 14.3 and 14.4, each Eligible Employee who (a) is a Non-Key
          Employee (as defined in Section 14.7) and (b) is employed on the last
          day of the Plan Year shall be entitled to have an Employer
          Contribution (exclusive of any Matching Contributions) allocated to
          his Account of not less than 3% (the "Minimum Contribution
          Percentage") of his compensation (as defined for purposes of applying
          the limits of Code Section 415) or such other amount, if any, as may
          be necessary to comply with the rules established by the Internal
          Revenue Service.

          The Minimum Contribution Percentage set forth above shall be reduced
          for any Plan Year to the percentage at which contributions are made
          (or required to be made) under the Plan for the Plan Year for the Key
          Employee (as defined in Section 14.6) for whom such percentage is the
          highest for such Plan Year.

          For this purpose, the percentage with respect to a Key Employee shall
          be determined by dividing the contributions made for such Key
          Employee by his total compensation for the Plan Year not to exceed
          $200,000 ($150,000 for the Plan Year beginning January 1, 1994)
          adjusted in the same manner as set forth in Section 1.12.

          Contributions taken into account under the immediately preceding
          sentence shall include contributions under this Plan and under all
          other defined contribution plans required to be included in an
          Aggregation Group (as defined in Section 14.5), but shall not include
          any plan required to be included in such Aggregation Group if such
          plan enables a defined benefit plan required to be included in such
          Group to meet the requirements of the Code prohibiting discrimination
          as to contributions or benefits in favor of Employees who are
          officers, shareholders or the highly-compensated or prescribing the
          minimum participation standards.

          Contributions taken into account under this Section 14.2 shall not
          include any contributions under the Social Security Act or any other
          federal or state law.

14.3      Limitation on Contributions.  In the event that the Employer also
          maintains a defined benefit plan providing benefits on behalf of
          Participants of this Plan, one of the two following provisions shall
          apply:

          (a)  If for the Plan Year this Plan would not be a Top-Heavy Plan if
               "90%" were substituted for "60%," then Section 14.2 shall apply
               for such Plan Year as if amended so that "4%" were substituted
               for the "3%".

          (b)  If for the Plan Year (i) this Plan is subject to paragraph (a)
               above but does not provide the required additional minimum
               contribution or (ii) this Plan would continue to be a Top-Heavy
               Plan if "90%" were substituted for "60%," then the denominator
               of both the defined contribution plan fraction and the defined
               benefit plan fraction shall be calculated as set forth in
               Section 4.5 for the limitation year ending in such Plan Year by
               substituting "1.0" for "1.25" in each place such figure appears,
               except with respect to any individual for whom there are no
               Matching Contributions, forfeitures or voluntary nondeductible
               contributions allocated or any accruals for such individual
               under the defined benefit plan.

14.4      Coordination With Other Plans.  In the event that another defined
          contribution or defined benefit plan maintained by the Employer or an
          Affiliated Employer provides contributions or benefits on behalf of
          Participants in this Plan, such other plan shall be treated as a part
          of this Plan pursuant to the applicable principles set forth in
          Revenue Ruling 81-202 in determining whether the plans are providing
          benefits at least equal to the minimum benefit required under the
          defined benefit plan.  If the Plan is subject to Section 14.3(b) but
          the Employer does not substitute "1.0" for "1.25" as required, the
          applicable percentage under the defined benefit plan shall be
          increased by one percentage point (up to a maximum of ten percentage
          points).  Such determination shall be made by the Committee.

14.5      Top-Heavy Plan Definitions.  This Plan shall be a Top-Heavy Plan for
          any Plan Year if, as of the Determination Date, the aggregate of the
          Accounts under the Plan for Participants and Former Participants who
          are Key Employees exceeds 60% of the present value of the aggregate
          of the Accounts for all Participants, or if this Plan is required to
          be in an Aggregation Group which for such Plan Year is a Top-Heavy
          Group.  For purposes of making this determination, the present value
          of the aggregate of the Accounts for a Participant who is not a Key
          Employee, but who was a Key Employee in a prior year, or who has not
          performed any service for the Employer at any time during the five-
          year period ending on the Determination Date, shall be disregarded.

          (a)  "Determination Date" shall mean for any Plan Year the last day
               of the immediately preceding Plan Year (except that for the
               first Plan Year the Determination Date means the last day of
               such Plan Year).

          (b)  "Aggregate of the Accounts" shall mean the sum of (i) the
               Accounts determined as of the most recent Valuation Date that is
               within the 12-month period ending on the Determination Date, and
               (ii) the adjustment for contributions due as of the
               Determination Date, and as described in the regulations under
               the Code.

          (c)  "Aggregation Group" shall mean the group of plans, if any, that
               includes both the group of plans that are required to be
               aggregated and, if the Committee so elects, the group of plans
               that are permitted to be aggregated.

               (i)   The group of plans that are required to be aggregated (the
                     "Required Aggregation Group") includes:  (a) each plan of
                     the Employer in which a Key Employee is a Participant,
                     including collectively-bargained plans, and (b) each other
                     plan of the Employer or an Affiliated Employer including
                     collectively-bargained plans, which enables a plan in
                     which a Key Employee is a Participant to meet the
                     requirements of the Code prohibiting discrimination as
                     to contributions or benefits in favor of Employees who are
                     officers, shareholders or the highly-compensated or
                     prescribing the minimum participation standards.

               (ii)  The group of plans that are permitted to be aggregated
                     (the "Permissive Aggregation Group") includes the Required
                     Aggregation Group plus one or more plans of the Employer
                     or an Affiliated Employer that is not part of the Required
                     Aggregation Group and that the Committee certifies as
                     constituting a plan within the Permissive Aggregation
                     Group.  Such plan or plans may be added to the Permissive
                     Aggregation Group only if, after the addition, the
                     Aggregation Group as a whole continues not to discriminate
                     as to contributions or benefits in favor of Employees who
                     are officers, shareholders or the highly-compensated and
                     to meet the minimum participation standards under the
                     Code.

          (d)  "Top-Heavy Group" shall mean the Aggregation Group, if as of the
               applicable Determination Date, the sum of the present value of
               the cumulative accrued benefits for Key Employees under all
               defined benefit plans included in the Aggregation Group plus the
               aggregate of the accounts of Key Employees under all defined
               contribution plans included in the Aggregation Group exceeds 60%
               of the sum of the present value of the cumulative accrued
               benefits for all Employees under all such defined benefit plans
               plus the aggregate accounts for all Employees under such defined
               contribution plans.  For purposes of making this determination,
               the present value of the accrued benefits for a Participant (i)
               who is not a Key Employee, but who was a Key Employee in a prior
               year or (ii) who has not performed services for the Employer at
               any time during the five-year period ending on the Determination
               Date, shall be disregarded.  If the Aggregation Group that is
               a Top-Heavy Group is a Required Aggregation Group, each plan in
               the Group will be Top-Heavy.  If the Aggregation Group that is a
               Top-Heavy Group is a Permissive Aggregation Group, only those
               plans that are part of the Required Aggregation Group will be
               treated as Top-Heavy.  If the Aggregation Group is not a Top-
               Heavy Group, no plan within such Group will be Top-Heavy.

          (e)  In determining whether this Plan constitutes a Top-Heavy Plan,
               the Committee shall make the following adjustments in connection
               therewith:

               (i)   When more than one plan is aggregated, the Committee shall
                     determine separately for each plan as of each plan's
                     determination date the present value of the accrued
                     benefits or the sum of Account balances.  Such accrued
                     benefits shall be determined by using the method which is
                     used for accrual purposes for all plans of the Employer,
                     or, if there is no such method, as if such benefit accrued
                     not more rapidly than the slowest accrual rate permitted
                     under Code Section 411(b)(1)(C).

               (ii)  In determining the present value of the cumulative accrued
                     benefit or the amount of the Account of any Employee, such
                     present value or Account shall include the dollar value of
                     the aggregate distributions made to such Employee under
                     the applicable plan during the five-year period ending on
                     the determination date, unless reflected in the value of
                     the accrued benefit or account balance as of the most
                     recent valuation date.  Such amounts shall include
                     distributions to Employees which represented the entire
                     amount credited to their Accounts under the applicable
                     plan, and distributions made on account of the death of a
                     Participant to the extent such death benefits do not
                     exceed the present value of the accrued benefit or
                     Account.

               (iii) Further, in making such determination, such present value
                     or such Account shall include any rollover contribution
                     (or similar transfer), as follows:

                     (A)  If the rollover contribution (or similar transfer) is
                          initiated by the Employee and made to or from a plan
                          maintained by another employer, the plan providing
                          the distribution shall include such distribution in
                          the value of such account; the plan accepting the
                          distribution shall not include such distribution in
                          the value of such account unless the plan accepted it
                          before December 31, 1983.

                     (B)  If the rollover contribution (or similar transfer) is
                          not initiated by the Employee or made from a plan
                          maintained by another employer, the plan accepting
                          the distribution shall include such distribution in
                          the present value of such account, whether the plan
                          accepted the distribution before or after December
                          31, 1983; the plan making the distribution shall not
                          include the distribution in the present value of such
                          account.  (f)  Solely for the purpose of determining
                          if the Plan, or any other plan included in the
                          required aggregation group of which this Plan is a
                          part, is top-heavy (within the meaning of Code
                          Section 416(g)) the accrued benefit of an Employee
                          other than a "Key Employee" (as defined in Section
                          14.6 below) shall be determined under the method, if
                          any, that uniformly applies for accrual purposes
                          under all plans maintained by the Employer.

14.6      Key Employee.  The term "Key Employee" shall mean any Employee (and
          any Beneficiary of an Employee) under this Plan who is a key employee
          as determined in accordance with Code Section 416(i)(1), excluding in
          any event individuals who have not performed services for the
          Employer during the five-year period ending on the date on which the
          Top-Heavy determination is made.

14.7      Non-Key Employee.  The term "Non-Key Employee" shall mean any
          Employee (and any Beneficiary of an Employee) who is not a Key
          Employee, excluding in any event individuals who have not performed
          services for the Employer during the five-year period ending on the
          date on which the Top-Heavy determination is made.

14.8      Change from Top-Heavy Status.  In the event the Plan should become a
          Top-Heavy Plan for a Plan Year and subsequently reverts to a Plan
          which is not Top-Heavy, the change from a Top-Heavy Plan to a Plan
          which is not Top-Heavy shall not reduce a Participant's Account.

                                    ARTICLE XV
                               GENERAL PROVISIONS


15.1      Plan Voluntary.  Although it is intended that the Plan shall be
          continued and that contributions shall be made as herein provided,
          this Plan is entirely voluntary on the part of the Employer and the
          continuance of this Plan and the payment of contributions hereunder
          are not to be regarded as contractual obligations of any
          Participating Employer, and no Participating Employer guarantees or
          promises to pay or to cause to be paid any of the benefits provided
          by this Plan.  Each person who shall claim the right to any payment
          or benefit under this Plan shall be entitled to look only to the Fund
          for any such payment or benefit and shall not have any right, claim,
          or demand therefore against any Employer, except as provided by
          federal law.  The Plan shall not be deemed to constitute a contract
          between any Participating Employer and any Employee or to be a
          consideration for, or an inducement for, the employment of any
          Employee by any Participating Employer.  Nothing contained in the
          Plan shall be deemed to give any Employee the right to be retained in
          the service of any Employer or to interfere with the right of any
          Employer to discharge or to terminate the service of any Employee at
          any time without regard to the effect such discharge or termination
          may have on any rights under the Plan.

15.2      Payments to Minors and Incompetents.  If any Participant, Former
          Participant, or Beneficiary entitled to receive any benefits
          hereunder is a minor or is deemed by the Committee or is adjudged to
          be legally incapable of giving valid receipt and discharge for such
          benefits, they will be paid to such person or institution as the
          Committee may designate or to the duly appointed guardian.  Such
          payment shall, to the extent made, be deemed a complete discharge of
          any liability for such payment under the Plan.

15.3      Non-Alienation of Benefits.  No amount payable to, or held under the
          Plan for the account of, any Participant or Former Participant shall
          be subject in any manner to anticipation, alienation, sale, transfer,
          assignment, pledge, encumbrance, or charge, and any attempt to so
          anticipate, alienate, sell, transfer, assign, pledge, encumber, or
          charge the same shall be void; nor shall any amount payable to, or
          held under the Plan for the account of, any Participant be in any
          manner liable for his debts, contracts, liabilities, engagements, or
          torts, or be subject to any legal process to levy upon or attach,
          except as may be provided under a qualified domestic relations order
          as defined in Code Section 414(p).

          The Committee shall establish a procedure to determine the status of
          a judgement, decree or order as a qualified domestic relations order
          and to administer Plan distributions in accordance with qualified
          domestic relations orders.  Such procedure shall be in writing, shall
          include a provision specifying the notification requirements
          enumerated in Code Section 414(p), shall permit an alternate payee
          to designate a representative for receipt of communications from the
          Committee and shall include such other provisions as the Committee
          shall determine, including provisions describing the interest rate to
          be used in making present value determinations as well as provisions
          required under regulations promulgated by the Secretary of the
          Treasury.

15.4      Use of Masculine and Feminine; Singular and Plural.  Wherever used in
          this Plan, the masculine gender will include the feminine gender and
          the singular will include the plural, unless the context indicates
          otherwise.

15.5      Merger, Consolidation or Transfer.  In the event that the Plan is
          merged or consolidated with any other plan, or should the assets or
          liabilities of the Plan be transferred to any other plan, each
          Participant shall be entitled to a benefit immediately after such
          merger, consolidation, or transfer if the Plan should then terminate
          equal to or greater than the benefit he would have been entitled to
          receive immediately before such merger, consolidation, or transfer if
          the Plan had then terminated.

15.6      Leased Employees.  Any individual who performs services for the
          Employer or an Affiliated Employer and who, by application of Code
          Section 414(n)(2) and regulations issued pursuant thereto, would be
          considered a "leased employee", shall, for purposes of determining
          the number of Employees of the Employer and its Affiliated Employers
          and for purposes of the requirements enumerated in Code Section
          414(n)(3), be considered an Employee with regard to services
          performed after December 31, 1986.

          When the total of all leased employees constitutes less than 20% of
          the Employer's non-highly compensated work force within the meaning
          of Code Section 414(n)(5)(c)(ii), however, a "leased employee" shall
          not be considered an Employee if the organization from which the
          individual is leased maintains a qualified safe harbor plan (as
          defined in Code Section 414(n)(5)) in which such individual
          participates.

          "Leased employees" who are deemed to be Employees for purposes of
          this Section 15.6 shall not be eligible to participate in the Plan
          unless specifically provided for in Article II.

15.7      Governing Law.  The Plan shall be administered, construed, and
          enforced according to the laws of the State of/Commonwealth of
          Massachusetts; provided, however, wherever applicable, the provisions
          of ERISA shall govern and in such event the laws of the United States
          of America shall be applied and to the extent necessary, its courts
          shall have competent jurisdiction.



IN WITNESS WHEREOF, Eastern Utilities Associates has caused this instrument to
be executed by its officers thereunto duly authorized and its corporate seal to
be hereunto affixed, as of the 21 day of December, 1994.

                                     EASTERN UTILITIES ASSOCIATES


                                       By/s/John R. Stevens
                                         John R. Stevens
                                         President
ATTEST:
/s/W. F. O'Connor
W. F. O'Connor
Secretary

(CORPORATE SEAL)