EMPLOYEES' RETIREMENT PLAN OF EASTERN
              UTILITIES ASSOCIATES AND ITS AFFILIATED COMPANIES(1)

                              Amended and Restated
                            Effective January 1, 1989

                                                         Execution Copy

                                                         December, 1994


(1) Prior to January 1, 1991 this Plan was known as the Employees' Retirement
    Plan of Eastern Utilities Associates and Its Subsidiary Companies.

                                 TABLE OF CONTENTS


PREAMBLE

                                                                  Section
ARTICLE I     DEFINITIONS

             "Accrued Benefit"                                      1.1
             "Active Participant"                                   1.2
             "Actuarial Equivalent"                                 1.3
             "Actuary"                                              1.4
             "Affiliated Employer"                                  1.5
             "Annuity Starting Date"                                1.6
             "Authorized Leave of Absence"                          1.7
             "Average Earnings"                                     1.8
             "Beneficiary"                                          1.9
             "Board"                                                1.10
             "Code"                                                 1.11
             "Contingent Annuitant"                                 1.12
             "Credited Service" or "Years of Credited Service"      1.13
             "Early Retirement Date"                                1.14
             "Earnings"                                             1.15
             "Effective Date"                                       1.16
             "Employee"                                             1.17
             "Employer"                                             1.18
             "Employment Date"                                      1.19
             "ERISA"                                                1.20
             "Fiduciary"                                            1.21
             "Fund", "Trust" or "Trust Fund"                        1.22
             "Group Annuity Contract"                               1.23
             "Hour of Service"                                      1.24
             "Inactive Participant"                                 1.25
             "Normal Form"                                          1.26
             "Normal Retirement Age"                                1.27
             "Normal Retirement Date"                               1.28
             "One Year Break in Service"                            1.29
             "Parental Absence"                                     1.30
             "Participant"                                          1.31
             "Participating Employer"                               1.32
             "Plan"                                                 1.33
             "Plan Year"                                            1.34
             "Postponed Retirement Date"                            1.35
             "Prior Participant Account"                            1.36
             "Reemployment Date"                                    1.37
             "Retired Participant"                                  1.38
             "Retirement Annuity"                                   1.39
             "Retirement Benefit"                                   1.40
             "Retirement Board"                                     1.41
             "Service Termination Date"                             1.42
             "Social Security Benefit"                              1.43
             "Spouse"                                               1.44
             "Trust"                                                1.45
             "Trustee"                                              1.46
             "Year of Eligibility Service"                          1.47
             "Year of Vesting Service"                              1.48


ARTICLE II    SERVICE AND PARTICIPATION

              Eligibility Requirements                              2.1
              Years of Service                                      2.2
              Years of Credited Service                             2.3
              Postponed Retirement or Reemployment After
                 Benefits Commence                                  2.4
              Suspension of Benefits                                2.5

              Service With a Former Employer                        2.6
              Service With Newport Electric Corporation             2.7
              Transfers                                             2.8


ARTICLE III   NORMAL RETIREMENT BENEFIT

              Normal Retirement Benefit                             3.1
              Minimum Accrued Benefit                               3.2
              Maximum Benefit                                       3.3
              Continuing Employment                                 3.4


ARTICLE IV    EARLY RETIREMENT DATE AND EARLY RETIREMENT BENEFIT

              Early Retirement Date                                 4.1
              Early Retirement Benefit                              4.2
              Minimum Benefit                                       4.3


ARTICLE V     POSTPONED RETIREMENT DATE AND
                 POSTPONED RETIREMENT BENEFIT

              Postponed Retirement Date                             5.1
              Postponed Retirement Benefit                          5.2
              Death Prior to Postponed Retirement Date              5.3
              Death Following Commencement of
                 Retirement Benefit                                 5.4


ARTICLE VI    TERMINATION OF EMPLOYMENT

              Non-Vested Termination                                6.1
              Vested Termination                                    6.2
              Early Payment                                         6.3
              Prior Participant Account                             6.4


ARTICLE VII    DEATH BENEFITS

              Surviving Spouse Benefit For Death Occurring
                 On or After Early Retirement Date                  7.1
              Pre-Retirement Surviving Spouse Benefit
                 For Death of Active or Inactive Participant
                 Occurring Before Age 55                            7.2
              Death Benefits After Retirement Benefits
                 Have Commenced                                     7.3


ARTICLE VIII   PAYMENT OF RETIREMENT BENEFITS

               Automatic Payment Forms                              8.1
               Election of Optional Forms                           8.2
               Joint and Survivor Option                            8.3
               Life Annuity Option                                  8.4
               General Provisions                                   8.5

               Involuntary Cash-Out Provision                       8.6
               Restrictions on Distributions                        8.7
               Increased Payments With Respect to
                  Certain Retired Members                           8.8


ARTICLE IX    RETIREMENT BOARD

              Responsibility for Plan and Trust Administration      9.1
              Retirement Board                                      9.2
              Agents of the Retirement Board                        9.3
              Retirement Board Procedures                           9.4
              Administrative Powers of the Retirement Board         9.5

              Benefit Claims Procedures                             9.6
              Certification of Benefits                             9.7
              Designation of Actuary                                9.8
              Reliance on Reports and Certificates                  9.9
              Other Retirement Board Powers and Duties              9.10

              Compensation of Retirement Board                      9.11
              Member's Own Participation                            9.12
              Liability of Retirement Board Members                 9.13
              Indemnification                                       9.14


ARTICLE X     FUNDING AND CONTRIBUTIONS

              Establishment of Fund                                10.1
              Contribution to the Fund; Plan Expenses              10.2
              Contributions Conditional                            10.3
              Employee Contributions                               10.4


ARTICLE XI    FIDUCIARY RESPONSIBILITIES

              Basic Responsibilities                               11.1
              Actions of Fiduciaries                               11.2
              Fiduciary Liability                                  11.3


ARTICLE XII   AMENDMENT AND TERMINATION

              Right to Amend or Terminate                          12.1
              Partial Termination                                  12.2
              Vesting and Distribution of Funds Upon Termination   12.3
              Determination of Funds Upon Termination              12.4
              Restriction on Benefits                              12.5
              Right to Accrued Benefits                            12.6

ARTICLE XIII  GENERAL PROVISIONS

              Plan Voluntary                                       13.1
              Payments to Minors and Incompetents                  13.2
              Non-Alienation of Benefits                           13.3
              Evidence of Survival                                 13.4
              Use of Masculine and Feminine; Singular and Plural   13.5
              Merger, Consolidation, or Transfer                   13.6
              Leased Employees                                     13.7
              Construction of Agreement                            13.8

ARTICLE XIV   TOP HEAVY PROVISIONS

              General Rule                                         14.1
              Vesting Provisions                                   14.2
              Minimum Benefit Provisions                           14.3
              Limitation on Benefits                               14.4
              Top-heavy Plan Definition                            14.5
              Key Employee                                         14.6
              Non-Key Employee                                     14.7

ADDENDUM

                                     PREAMBLE

Effective January 1, 1957, Eastern Utilities Associates (the "Employer")
established a defined benefit retirement plan referred to as the Employees'
Retirement Plan of Eastern Utilities Associates and Its Subsidiary Companies
(the "Plan").  The Plan has been amended from time to time thereafter and is
now being amended and restated effective January 1, 1989.  The Plan is intended
to provide Eligible Employees with periodic income after retirement.  A Trust
Agreement (the "Trust") has been adopted by the Employer and forms a part of
this Plan.

Effective December 31, 1990, this Plan was merged into the Newport Electric
Corporation Pension Plan, the merged plan being known as the Employees'
Retirement Plan of Eastern Utilities Associates and Its Affiliated Companies.
The provisions of the Plan, including the Addendum attached hereto, shall
govern the participation of Employees of both Eastern Utilities Associates and
Newport Electric Corporation.

It is intended that the Plan, as amended and restated herein, will continue to
meet the requirements for qualification under Section 401(a) of the Internal
Revenue Code of 1986 (the "Code") as amended from time to time and that the
Trust shall continue to be exempt from taxation as provided under Code Section
501(a).  As such, the Plan contains provisions required by the Tax Reform Act
of 1986 and other pertinent laws and regulations.

Except as otherwise specifically and expressly provided herein:

(a)   the provisions of this Plan shall apply only to individuals who are
      Eligible Employees after December 31, 1988;

(b)   a former Employee's eligibility for and amount of benefits, if any,
      payable to or on behalf of such former Employee, shall be determined in
      accordance with the provisions of the Plan in effect when his employment
      terminated.  The benefit payable to or on behalf of a Participant
      included under the Plan in accordance with the following provisions shall
      not be affected by the terms of any amendment to the Plan adopted after
      such Participant's employment terminates, unless the amendment expressly
      provides otherwise.

                                    ARTICLE I
                                   DEFINITIONS


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

1.1       "Accrued Benefit" shall mean the amount of monthly Retirement Benefit
           determined under Article III payable in the Normal Form beginning at
           a Participant's Normal Retirement Date or, if applicable, beginning
           on his Postponed Retirement Date and determined in accordance with
           Article V.

           The Accrued Benefit shall not be less than the minimum amount
           determined under Section 3.2.

1.2       "Active Participant" shall mean an Eligible Employee who has become
           covered under the Plan under Section 2.1(a) or (c).

1.3       "Actuarial Equivalent" shall mean a benefit of equivalent value to
           another benefit, determined on the following bases and subject to
           the factors set forth in Appendix A:

          (a)  for lump sum payments made pursuant to Section 6.4 or 8.6, the
               applicable mortality rate under the UP 1984 Mortality Table and
               the interest rate, either immediate or deferred, which would be
               used by the Pension Benefit Guaranty Corporation for purposes of
               determining the present value of a benefit on plan termination
               and which is in effect on the first day of the Plan Year in
               which the distribution takes place;

          (b)  for all other purposes:

       (i) Mortality:  1971 TPF&C Forecast Mortality with a six-year age
           setback (ii)Interest:  8% annual

1.4       "Actuary" shall mean an actuary who meets the standards and
           qualifications established by the Joint Board for the Enrollment of
           Actuaries, or an actuarial firm that employs such individuals, as
           selected by the Retirement Board from time to time.

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

1.6       "Annuity Starting Date" shall mean the first day of the first period
           for which a benefit is payable to the Participant (or to the Spouse
           in the case of death before Retirement Benefits commence) under the
           Plan.

1.7       "Authorized Leave of Absence" shall mean any absence authorized by an
           Employer under the Employer's standard personnel practices, provided
           that all persons under similar circumstances are treated alike in
           the granting of such Authorized Leave of Absence, and provided
           further that the Participant returns or retires within the period
           specified in the Authorized Leave of Absence.  An absence due to
           service in the Armed Forces of the United States shall be considered
           an Authorized Leave of Absence provided that the Employee complies
           with all of the requirements of federal law in order to be entitled
           to reemployment and provided further that the Employee returns to
           employment with the Employer or an Affiliated Employer within the
           period provided by such law.

1.8       "Average Earnings" shall mean, on any date of determination, the
           average of a Participant's Earnings for the 60 (48 effective July 1,
           1992) consecutive calendar months of employment in the 120-month
           period ending on the date of determination for which his aggregate
           Earnings were the highest.  In the case of a Participant who has not
           received Earnings for 60 (48 effective July 1, 1992) consecutive
           calendar months of employment in the aforementioned 120-month
           period, Average Earnings means the average of his Earnings during
           all of his months of employment during such 120-month period, not to
           exceed a total of 60 (48 effective July 1, 1992) months.

          Notwithstanding the foregoing, a Participant's Accrued Benefit shall
          be determined on the basis of Average Earnings as calculated in (a)
          or (b) below, whichever results in the greater benefit:

          (a)  The Accrued Benefit shall be determined on the basis of a
               Participant's Average Earnings, as limited pursuant to Section
               1.15, as of his termination of employment; or

          (b)  The Accrued Benefit shall be equal to (i) plus (ii) below where:

               (i)   is the Participant's Accrued Benefit determined as of
                     December 31, 1988, without regard to the Earnings
                     limitation set forth in Section 1.15; and

               (ii)  is the Participant's Accrued Benefit for periods of
                     service after December 31, 1988, with his Earnings for
                     such periods subject to the limitations set forth in
                     Section 1.15.

1.9       "Beneficiary" shall mean the individual designated by a Participant
           to receive payments upon the death of the Participant prior to his
           retirement, subject to the spousal consent requirements set forth in
           Section 8.5(c).  Death benefits which become payable under Article
           VII before Retirement Benefits may only be paid to a Participant's
           Spouse.

1.10      "Board" shall mean the Board of Trustees of Eastern Utilities
           Associates.

1.11      "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.

1.12      "Contingent Annuitant" shall mean the person designated by the
           Participant to receive lifetime monthly benefit payments in the
           event of the Participant's death after Retirement Benefits have
           started as provided under the joint and survivor payment forms in
           Section 8.3.  If the Participant is married on the date Retirement
           Benefits are to commence, the Contingent Annuitant is his Spouse,
           unless a waiver meeting the requirements of Section 8.5(c) provides
           for the designation of a Contingent Annuitant who is not the Spouse.

1.13      "Credited Service" or "Years of Credited Service" shall mean the
           Participant's period of service determined in accordance with
           Article II.

1.14      "Early Retirement Date" shall mean the date on which a Participant
           becomes eligible to retire with an early retirement benefit under
           the Plan, as determined in accordance with Article IV.

1.15      "Earnings" shall mean with respect to any Plan Year the regular basic
           remuneration paid to the Employee by the Employer for services
           rendered plus any pre-tax contributions made at the Participant's
           election to a qualified cash or deferred arrangement as defined in
           Code Section 401(k) or a cafeteria plan as defined in Code Section
           125 sponsored by the Employer or a Participating Employer.  Earnings
           shall exclude any pay for overtime and any bonuses or special pay,
           or the Employer's cost for any public or private employee benefit
           plan including this Plan.

          Effective for Plan Years commencing after December 31, 1988, Earnings
          shall not include any amount in excess of $200,000, or such higher
          amount ($150,000 for Plan Years beginning on or after January 1,
          1994) as permitted under Code Section 401(a)(17) and 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) shall
          apply; provided, however, that in applying such rules the term
          "family" shall include only the Spouse of the Employee and any lineal
          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 the Code Section 401(a)(17)
          limitation shall be pro rated among the Earnings of the Employee and
          his family (as determined under this Section 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 prior to the
          application of the Code Section 401(a)(17) limitation).

1.16      "Effective Date" shall mean January 1, 1989 for this restatement.
           The original effective date of the Plan is January 1, 1957.

1.17      "Employee" shall mean a common-law employee of the Employer or an
           Affiliated Employer.

1.18      "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.

1.19      "Employment Date" shall mean the first day on which an Employee is
           credited with an Hour of Service.

1.20      "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.

1.21      "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.

1.22      "Fund", "Trust" or "Trust Fund" shall mean the cash and other
           investments of the Plan, and income attributable thereto, held and
           administered by the Trustee in accordance with the Trust Agreement.

1.23      "Group Annuity Contract" shall mean the group annuity contract issued
           by John Hancock Mutual Life Insurance Company to Fall River Electric
           Light Company with respect to certain Employees of the Fall River
           Electric Light Company who are now Employees of Eastern Edison
           Company, the group annuity contract issued by The Equitable Life
           Assurance Society of the United States to Brockton Edison Company
           with respect to certain Employees of Brockton Edison Company who are
           now Employees of Eastern Edison Company, the group annuity contract
           issued by The Equitable Life Assurance Society of the United States
           to Montaup Electric Company with respect to certain Employees of
           Montaup Electric Company, the group annuity contract issued by The
           Equitable Life Assurance Society of the United States to Blackstone
           Valley Gas and Electric Company with respect to certain Employees of
           Blackstone Valley Electric Company, and the group annuity contract
           issued by State Mutual Life Assurance Company with respect to
           certain Employees of Newport Electric Corporation.

1.24      "Hour of Service" shall mean:
          (a)  Each hour for which an Employee is directly or indirectly paid
               or entitled to payment by the Employer and any Affiliated
               Employer for the performance of duties;

          (b)  Each hour for which an individual is directly or indirectly paid
               or entitled to payment by the Employer and any Affiliated
               Employer (including payments made or due from a trust fund or
               insurer to which the Employer or Affiliated Employer contributes
               or pays premiums) on account of a period of time during which no
               duties are performed (irrespective of whether the employment
               relationship has terminated) due to periods of vacation,
               holidays, illness, incapacity, disability, layoff, jury duty,
               military duty, or leave of absence, provided that:

               (i)   No more than 501 Hours of Service shall be credited under
                     this paragraph (b) to an Employee on account of any single
                     continuous period during which the Employee performs no
                     duties; and

               (ii)  Hours of Service shall not be credited under this
                     paragraph (b) to an Employee for a payment which solely
                     reimburses the Employee for medically related expenses
                     incurred by the Employee or which is made or due under a
                     plan maintained solely for the purpose of complying with
                     applicable workers' compensation, unemployment
                     compensation or disability insurance laws; and

          (c)  Each hour not already included under paragraph (a) or (b) above
               for which back pay, irrespective of mitigation of damages, is
               either awarded or agreed to by the Employer or by an Affiliated
               Employer, provided that crediting of Hours of Service under this
               paragraph with respect to periods described in paragraph (b)
               above shall be subject to the limitation therein set forth.

          The number of Hours of Service to be credited under paragraph (b) or
          (c) above on account of a period during which an Employee performs no
          duties, and the Plan Years to which Hours of Service shall be
          credited under paragraphs (a), (b), or (c) above shall be determined
          by the Retirement Board in accordance with Sections 2530.200b-2(b)
          and (c) of the Regulations of the U.S.  Department of Labor.

          To the extent not credited above, Hours of Service shall also be
          credited based on the customary work week of the Employee for periods
          of military duty (as required by applicable law) and Authorized Leave
          of Absence.

1.25      "Inactive Participant" shall mean a former Active Participant, or, if
           applicable, his Beneficiary, who is no longer an Eligible Employee
           but who is entitled to a benefit under the Plan.

1.26      "Normal Form" shall mean a monthly annuity payable to a Participant
           commencing on his designated Annuity Starting Date and ending with
           the payment due for the month in which his death occurs.

1.27      "Normal Retirement Age" shall mean the attainment of age 65.

1.28      "Normal Retirement Date" shall mean the first day of the month
           coincident with or next following the Participant's Normal
           Retirement Age.

1.29      "One Year Break in Service" shall mean, for purposes of Years of
           Eligibility and Vesting Service, a computation period (as defined
           below) during which an Employee is credited with less than 501 Hours
           of Service.

          A computation period for the purposes of Years of Eligibility Service
          shall mean a 12-consecutive month period of employment commencing on
          an Employee's Employment Date (or Reemployment Date, if applicable)
          and each anniversary date thereof.

          A computation period for the purposes of Years of Vesting Service
          shall mean a 12-consecutive month period of employment commencing on
          the later of an Employee's Employment Date and his attainment of age
          18 and each anniversary date thereof.  In the event an Employee
          incurs a One Year Break in Service and is later reemployed on a date
          that does not coincide with an anniversary date of his vesting
          service computation period, he shall be credited with a partial Year
          of Vesting Service for hours credited during the balance of that
          computation period.

1.30      "Parental Absence" shall mean an Employee's absence from work which
           has commenced 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.

1.31      "Participant" shall mean an Active Participant currently
           participating in the Plan pursuant to Article II or an Inactive
           Participant.

1.32      "Participating Employer" shall mean Eastern Utilities Associates and
           any Affiliated Employer adopting this Plan and which has been
           authorized by the Board to participate in this Plan.

1.33      "Plan" shall mean the Employees' Retirement Plan of Eastern Utilities
           Associates and Its Affiliated Companies as set forth in this
           document and as it may be amended from time to time.

1.34      "Plan Year" shall mean the calendar year.

1.35      "Postponed Retirement Date" shall mean the date after his Normal
           Retirement Date on which a Participant elects to retire, as
           determined in accordance with Article V.

1.36      "Prior Participant Account" shall mean Employer Contributions made on
           behalf of a Participant prior to July 1, 1973, together with
           interest thereon as provided in Article III.

1.37      "Reemployment Date" shall mean the day an Employee returns to work
           and is credited with an Hour of Service following a One Year Break
           in Service, a Service Termination Date or an Authorized Leave of
           Absence from the Employer or an Affiliated Employer.

1.38      "Retired Participant" shall mean a former Employee who is receiving a
           Retirement Benefit or a former Employee who has received a lump sum
           Retirement Benefit pursuant to Section 8.6.

1.39      "Retirement Annuity" shall mean the annual amount of the annuity
           purchased under the Group Annuity Contract as provided by that
           contract at Normal Retirement Date, prior to any reduction as the
           result of a provision for Retirement Benefit being payable to a
           Contingent Annuitant; provided that if the Participant elected not
           to become a member under the Group Annuity Contract when he was
           first eligible, his Retirement Annuity shall be computed as the
           amount of Retirement Annuity at Normal Retirement Date which would
           have been payable had he elected to become a member when he was
           first eligible.

1.40      "Retirement Benefit" shall mean either:

          (a)  a lump sum payment made pursuant to Section 8.6, or

          (b)  an annual pension paid in monthly installments.

          For purposes of Section 8.8, Retirement Benefit shall mean an annual
          pension paid in monthly installments to a Participant who retired
          from active service:

          (a)  on or after the attainment of age 61 and completion of five or
               more Years of Vesting Service, or

          (b)  on or after meeting the requirements for Special Early
               Retirement described in Section 4.4, or

          (c)  after the attainment of age 55, but before meeting the
               requirements of (a) and (b) above, with Board approval

1.41      "Retirement Board" shall mean the persons appointed pursuant to
           Article IX to administer the Plan.

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

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

          (b)  the date the Employee dies;

          (c)  except as provided below, 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 on or after January 1, 1985; or

          (d)  effective January 1, 1985, 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.

          Notwithstanding subsection (c) above, an Employee who is on an
          Authorized Leave of Absence due to military service in the armed
          forces of the United States of America shall not incur a Service
          Termination Date with respect to such military duty providing he
          returns to employment with the Employer or an Affiliate within the
          time prescribed by law for reinstatement of employment rights.
          Similarly, if an Authorized Leave of Absence is granted for reasons
          other than military duty and the period of such authorized leave is
          more than 12 months, a Service Termination Date shall not occur if
          the Employee returns to work within the time period specified in such
          Authorized Leave of Absence.  If such individual does not return to
          employment with the Employer or an Affiliated Employer within the
          time period specified in the Authorized Leave of Absence, a Service
          Termination Date shall occur on the date on which the Authorized
          Leave of Absence began.

1.43      "Social Security Benefit" shall mean, in the case of any vested
           Inactive Participant, the annual primary old-age insurance amount
           which the Participant would be entitled to receive commencing on the
           first day of the month next following his social security retirement
           date (as defined in Section 216(l)) under Title II of the Social
           Security Act as in effect on the date the Participant retires or
           otherwise terminates employment, computed on the assumption that the
           Participant will subsequently receive no income before Social
           Security Retirement Age, which would be treated as wages for
           purposes of the Social Security Act.

          In the case of a Retirement Benefit payable to an Active Participant
          who retires prior to his Normal Retirement Date, Social Security
          Benefit shall mean the annual primary old-age insurance amount to
          which the Participant would first become entitled under Title II of
          the Social Security Act as in effect on the date the Participant
          retires if the Participant earns no income after retirement and
          applies for primary old-age insurance benefits to commence at age 62
          or actual retirement if later.

          In the case of a Retirement Benefit payable to an Active Participant
          who retires on or after his Normal Retirement Date, Social Security
          Benefit shall mean the annual primary old-age insurance amount to
          which the Participant is entitled to receive under Title II of the
          Social Security Act as in effect on the date the Participant retires
          if the Participant earns no income after retirement and applies for
          primary old-age insurance benefits to commence at his actual date of
          retirement if later.

1.44      "Spouse" shall mean the legal spouse to whom a Participant is married
           on the Annuity Starting Date under applicable state law.  However,
           if the Participant should die before his Annuity Starting Date, then
           the Spouse shall be the legal spouse to whom the Participant was
           married on the Participant's date of death.

1.45      "Trust" shall mean the agreement or agreements governing the
           investment of Plan assets as amended from time to time, entered into
           between the Employer and the Trustee to carry out the purpose of the
           Plan.

1.46      "Trustee" shall mean the trustee or trustees duly appointed by the
           Board.

1.47      "Year of Eligibility Service" shall mean the period of an Employee's
           employment with a Participating Employer considered for the purposes
           of determining his eligibility to participate in the Plan pursuant
           to Section 2.1.  An Employee's Eligibility Service is determined in
           accordance with Article II.

1.48      "Year of Vesting Service" shall mean the period of an Employee's
           employment considered for the purposes of determining his vested
           interest in his Accrued Benefit.  An Employee's Vesting Service is
           determined in accordance with Article II.

                               ARTICLE II
                            SERVICE AND PARTICIPATION


2.1       Eligibility Requirements.

          (a)  Each Employee on January 1, 1989 who was an Active Participant
               under the Plan on December 31, 1988, shall continue to be an
               Active Participant on January 1, 1989.

          (b)  Each Employee hired prior to January 1, 1988 and on or after his
               64th birthday, shall become an Active Participant on the later
               of January 1, 1988 and the first day of the month coincident
               with or next following the date he satisfies the requirements
               set forth in paragraph (c) below.

          (c)  Each other Employee shall become an Active Participant on the
               first day of the month coincident with or next following the
               date he satisfies the following requirements:

               (i)   he is employed by a Participating Employer;

               (ii)  he has completed one Year of Eligibility Service;

               (iii) he has attained age 21;

               (iv)  he is neither a "leased employee" as defined in Code
                     Section 414(n)(2) nor a temporary employee as defined by
                     the Employer; and

               (v)   he is not a member of a collective bargaining unit, unless
                     participation in the Plan has been negotiated for and
                     agreed to in writing by the representatives of the
                     Participating Employer and the collective bargaining
                     agent.

2.2       Years of Service.

          (a)  (i)   Years of Eligibility Service shall determine an Employee's
                     eligibility to participate in the Plan under Section 2.1.
                     An Employee shall accrue one Year of Eligibility Service
                     during a "computation period" in which he is credited with
                     at least 1,000 Hours of Service.  For the purposes of this
                     Section 2.2, a "computation period" shall be as defined in
                     Section 1.29 with respect to years of Eligibility Service.

               (ii)  If an Employee fails to earn one Year of Eligibility
                     Service, incurs a One Year Break in Service, and is
                     subsequently reemployed by the Employer or an Affiliated
                     Employer, his Reemployment Date shall be considered his
                     Employment Date for the purpose of applying the above
                     computation period rules.

               (iii) If an Employee earns one Year of Eligibility Service and
                     subsequently terminates employment, he shall become a
                     Participant on the earliest applicable date set forth in
                     Section 2.1, provided his Reemployment Date occurs prior
                     to his incurring five consecutive One Year Breaks in
                     Service and he otherwise meets the participation
                     requirements of Section 2.1 or he is vested in his Accrued
                     Benefit pursuant to Section 6.2.  If such an Employee
                     incurs five or more One Year Breaks in Service and he is
                     not vested in his Accrued Benefit pursuant to Section 6.2,
                     his Reemployment Date shall be considered his Employment
                     Date for the purposes of applying the above computation
                     period rules.

          (b)  Years of Vesting Service shall determine a Participant's vested
               right in retirement benefits accrued under the Plan, except that
               at Normal Retirement Date, an Active Participant shall be fully
               vested in his Accrued Benefit, irrespective of his Years of
               Vesting Service.

               (i)   Subject to the One Year Break in Service rule under
                     subparagraph (ii), the transfer provisions of Section 2.8
                     and the Addendum, one Year of Vesting Service shall be
                     credited to an Employee for each "computation period"
                     during which he is credited with at least 1,000 Hours of
                     Service.  For the purposes of this paragraph (b)(i), a
                     "computation period" shall be as defined in Section 1.29
                     with respect to Years of Vesting Service.

               (ii)  If an Employee incurs a One Year Break in Service, he
                     shall not lose his Years of Vesting Service accumulated
                     before such break provided:

                     (A)  he was vested in his Accrued Benefit under the Plan
                          prior to his One Year Break in Service, or

                     (B)  his number of consecutive One Year Breaks in Service
                          does not exceed five.

                     Such earlier period of vesting service shall be restored
                     pursuant to this subparagraph upon completion of a Year of
                     Vesting Service subsequent to the Employee's Reemployment
                     Date.

          Notwithstanding the foregoing, in no event shall an Employee's Years
          of Service hereunder be less than his Years of Service as determined
          in accordance with the terms of the Plan as in effect immediately
          prior to January 1, 1989.

2.3       Years of Credited Service.  Credited Service is used in the
          calculation of an Eligible Employee's Accrued Benefit under Section
          3.1.  Subject to the One Year Break in Service provisions in Section
          2.2(b) and the transfer provisions of Section 2.8, an Eligible
          Employee shall accrue Credited Service as follows:

          (a)  One Year of Credited Service shall be credited to an Eligible
               Employee for each full calendar year between Employment Date and
               Service Termination Date while a Participant, except as
               otherwise provided below.

          (b)  For any calendar year in which employment is interrupted or for
               which the individual is not an Eligible Employee for the entire
               year, a fractional Year of Credited Service calculated to the
               nearest 1/12th shall be credited to an Eligible Employee for
               each calendar month during which he earns Hours of Service as a
               Participant.

          (c)  Credited Service earned prior to a One Year Break in Service
               shall be reinstated pursuant to the provisions of Sections
               2.2(b)(ii) by substituting "Years of Credited Service" for
               "Years of Vesting Service" thereunder.  Such reinstatement of
               prior Credited Service shall be effective, however, upon
               completion of a Year of Credited Service subsequent to the
               Eligible Employee's Reemployment Date.

               In the event a Participant terminates employment, receives a
               distribution of his Prior Participant Account and is later
               reemployed, upon completion of a Year of Credited Service
               subsequent to his Reemployment Date, the portion of his Accrued
               Benefit which is the Actuarial Equivalent of such Prior
               Participant Account shall be reinstated provided that he repays
               to the Plan the amount distributed to him plus interest at the
               rate of 2% per annum computed from the date of payment.  Such
               repayment of the Prior Participant Account, plus interest, must
               be made before the earlier of:

               (i)   the fifth anniversary of the Participant's Reemployment
                     Date; and

               (ii)  the date the Participant incurs five consecutive One Year
                     Breaks in Service.

               If such a Participant does not make such repayment of the amount
               distributed within the aforementioned period of time, in no
               event shall the portion of his Accrued Benefit which is the
               Actuarial Equivalent of his Prior Participant Account shall be
               reinstated hereunder.

          (d)  Credited Service shall only be granted hereunder for any period
               of time during which an individual is in a class of Employees
               which is eligible to participate in the Plan; except that for an
               Employee who was hired prior to January 1, 1989, Credited
               Service shall be granted for any period of time on and after
               such Employee's attainment of age 21 provided he otherwise
               satisfied the requirements of Sections 2.1(b) and (c).

          (e)  Credited Service shall not include any period of Parental
               Absence.

          Notwithstanding the foregoing, in no event shall a Participant's
          years of Credited Service hereunder be less than his years of
          Credited Service as determined in accordance with the terms of the
          Plan as in effect immediately prior to January 1, 1989.

2.4       Postponed Retirement or Reemployment After Benefits Commence.  If an
          Employee works beyond his Normal Retirement Date or if a Retired
          Participant returns to work with a Participating Employer after
          Retirement Benefits had become payable to him, the following rules
          shall apply:

          (a)  if he is a Retired Participant returning to work and he is an
               Eligible Employee, he shall become an Active Participant on his
               Reemployment Date; if he is an Active Participant continuing to
               work he shall remain an Active Participant as long as he is an
               Eligible Employee;

          (b)  (i)   if he has attained Normal Retirement Age and his
                     Retirement Benefit had not yet commenced because of
                     continued employment, such benefit shall be postponed upon
                     proper notification, during any calendar month in which he
                     is scheduled to complete 80 or more Hours of Service.
                     Retirement Benefits shall commence as herein-after
                     provided if the Employee is thereafter scheduled to
                     complete less than 80 Hours of Service in any calendar
                     month;

               (ii)  if he has attained Normal Retirement Age at the time of
                     his reemployment with a Participating Employer, all
                     retirement benefits shall be suspended, upon proper
                     notification, during each Plan Year for which he is
                     scheduled to work 1,000 Hours of Service and shall be
                     resumed not later than the first day of the first Plan
                     Year thereafter in which he is scheduled to complete less
                     than 1,000 Hours of Service;

               (iii) if he has not attained Normal Retirement Age at the time
                     of his reemployment with a Participating Employer, all
                     Retirement Benefits shall automatically cease upon such
                     reemployment and his benefit shall be recomputed upon his
                     subsequent retirement;

               (iv)  any benefits payable upon a Participant's subsequent
                     retirement shall be reduced by the Actuarial Equivalent
                     value of any early retirement benefits he had previously
                     received.

          (c)  he shall be eligible for additional Years of Vesting Service and
               Years of Credited Service as a result of his reemployment or
               continued employment in accordance with the provisions of the
               Plan;

          (d)  if he shall die during the period of subsequent or continuing
               employment, death benefits, if any, shall be payable only in
               accordance with the provisions of Article VII.

2.5 Suspension of Benefits.

          (a)  During the first calendar month in which an Employee's benefits
               are suspended pursuant to Section 2.4 for any period commencing
               after Normal Retirement Date, the Retirement Board shall deliver
               to the Employee, by personal delivery or first class mail, a
               notice setting forth a description of the specific reasons why
               benefit payments are being suspended, a general description of
               the Plan provisions relating to the suspension of benefits, a
               copy of the Plan provisions relating to the suspension of
               benefits, the statement that applicable Department of Labor
               Regulations may be found in Section 2530.203-3 of ERISA, a
               description of the procedures set forth in the Plan for
               obtaining a review of the suspension of benefits, and a
               description of any notice procedure (including any forms which
               must be filed by the Employee) as a prerequisite for the
               Employee's obtaining the resumption or commencement of benefit
               payments.

               In any event, the Retirement Board shall adopt rules conforming
               in all respects to the requirements of Section 2530.203-3 of
               ERISA relating to suspension of benefits.

2.6       Service With a Former Employer.
          (a)  Any Participant who:

               (i)   rendered service in the employ of another utility company
                     or a similar company, or a company or corporation engaged
                     to furnish advisory or supervisory services to any such
                     companies, and

               (ii)  received a bona fide offer of employment from the Employer
                     prior to the termination of his employment with such other
                     company:

                     (A)  shall be credited under the Plan with all Years of
                          Credited Service with such other employer rendered
                          since the first day of the month coincident with or
                          next following the date he completed one year of such
                          service and attained the 21st anniversary of his
                          birth; and

                     (B)  shall be deemed to have been in the employ of the
                          Employer during all such service with the former
                          employer from the date of original employment, or
                          from the date of restoration to such service in the
                          event of an interruption in such service, for the
                          purposes of determining his eligibility for
                          membership and his vested rights under the Plan.

          (b)  Except for purposes of determining the amount of the spouse's
               death benefit under Article VII, the Retirement Benefit provided
               under this Plan for any Participant who has been credited with
               Years of Credited Service under paragraph (a) of this Section
               2.6 shall be reduced by the lesser of:

               (i)   the full amount of any pension or retirement income which
                     he is, or would have been but for his own action, entitled
                     to receive under the plan of his former employer, or

               (ii)  the amount the Participant would have accrued under this
                     Plan, based on his Years of Credited Service credited
                     under said paragraph (a) and his Average Earnings as of
                     the date of termination of employment with his former
                     employer.

               In no event, however, will a Participant's Retirement Benefit
               hereunder be less than the benefit he would have been entitled
               to on the basis of his employment solely with the Employer.

          For the purpose of computing Equivalent Actuarial Values, the
          appropriate factors listed in the Appendix shall be applied after the
          determination of such reduced Retirement Benefit.

2.7       Service With Newport Electric Corporation.  Any Employee who
          transfers his employment from Newport Electric Corporation to the
          Employer on or after December 31, 1990, shall be deemed to have been
          in the employ of the Employer for all periods of employment with
          Newport Electric Corporation for the purposes of determining such
          Employee's Years of Eligibility Service, Vesting Service and Credited
          Service hereunder.

2.8       Transfers.  Any individual who ceases to be an Eligible Employee by
          reason of employment with an Affiliated Employer or a change in
          employment classification, either prior to or subsequent to
          commencement of his participation in this Plan, shall be credited
          with Years of Service during such period of employment pursuant to
          Sections 2.2, solely for purposes of vesting and eligibility for
          benefits.  Such Participant shall be entitled only to benefits under
          the provisions of the Plan as in effect while he is eligible to
          participate in the Plan.  Credited Service shall only be earned for
          periods during which the Employee is eligible to participate in the
          Plan.

2.9       Termination of Participation.  A Participant's membership in the Plan
          shall terminate if his employment with the Employer terminates other
          than by reason of retirement under the Plan; provided, however, that
          the Participant shall not be deprived of any vested benefit to which
          he may be entitled under Article VI.  Membership shall be continued
          during a period while on an Authorized Leave of Absence from service
          approved by the Employer or an Affiliated Employer or during a period
          while he is not an Employee as herein defined but is in the employ of
          the Employer or an Affiliated Employer, but in any case of
          interruption to service during which a Participant receives a payment
          of his Prior Participant Account his membership in the Plan and his
          benefits thereunder shall be in accordance with the provisions of
          Section 2.3.  In no event while a Participant is on an Authorized
          Leave of Absence, shall he be retired under the Plan unless the
          absence commenced on or after his Normal Retirement Date or unless it
          commenced after he reached the 55th anniversary of his birth.

                                    ARTICLE III
                            NORMAL RETIREMENT BENEFIT


3.1       Normal Retirement Benefit.  Subject to the minimum benefit provisions
          under Section 3.2 and the maximum benefit limitations under Section
          3.3, the amount of monthly Retirement Benefit on the life annuity
          basis as described in Section 8.4 to which a Participant is entitled
          to receive beginning on his Normal Retirement Date is equal to the
          sum of (a) less (b) plus (c) less (d) below:

          (a)  (i)    1.6% of the Participant's Average Earnings multiplied by

               (ii)   his Years of Credited Service up to 35 such years.

          (b)  (i)    1.2% of the Participant's Social Security Benefit
                      multiplied by

               (ii)   his Years of Credited Service up to 35 such years.

          (c)  (i)    .75% of the Participant's Average Earnings, multiplied by

               (ii)   his Years of Credited Service in excess of 35 such years,
                      but not more than 40 such years.

          (d)  his Retirement Annuity.

          In no event shall a Participant's Retirement Benefit hereunder be
          decreased as a result of any increase in his Social Security Benefit
          which becomes effective subsequent to his actual retirement or other
          termination of employment.

          Unless otherwise provided under the Plan, each Section 401(a)(17)
          Employee's Accrued Benefit under this plan will be the greater of the
          accrued benefit determined for the employee under (e) or (f) below:

          (e)  the Employee's Accrued Benefit determined with respect to the
               benefit formula applicable for the Plan Year beginning January
               1, 1994, as applied to the Employee's total Years of Credited
               Service taken into account under the Plan, or

          (f)  the sum of:

               (i)    the Employee's Accrued Benefit as of December 31, 1993,
                      frozen in accordance with Section 1.401(a)(4)-13 of the
                      regulations, and

               (ii)   the Employee's Accrued Benefit determined under the
                      benefit formula applicable for the Plan Year beginning
                      January 1, 1994, as applied to the Employee's Years of
                      Credited Service credited to the Employee for Plan Years
                      beginning on or after January 1, 1994.

          A Section 401(a)(17) Employee means an employee whose current Accrued
          Benefit as of January 1, 1994, is based on Earnings for a year
          beginning prior to January 1, 1994, that exceeded $150,000.

          The Participant's Retirement Benefit shall be paid pursuant to
          Article VIII.

3.2       Minimum Accrued Benefit.
          (a)  For a Participant who is a "super highly compensated employee"
               (an individual described under Code Section 414(q)(1)(A) or (B))
               for calendar year 1989, the Accrued Benefit payable at Normal
               Retirement Date hereunder shall not be less than such
               Participant's Accrued Benefit on December 31, 1988 under the
               terms of the Plan on such date;

               Further, in no event shall Retirement Benefits for any such
               "super highly compensated" Retired Participant be paid from the
               Trust Fund for amounts that would have been payable for the
               period January 1, 1989 through June 30, 1991, had such benefits
               not been frozen pursuant to Model Amendment IID under Internal
               Revenue Service Notice 88-131, as adopted by the Employer
               effective December 31, 1988.  As a result of the revocation of
               Model Amendment IID, effective July 1, 1991, Retirement Benefits
               for the "super highly compensated" Retired Participants
               attributable to the period from January 1, 1989 through June 30,
               1991 shall be payable from the Trust Fund for periods on and
               after July 1, 1991 only.

          (b)  For any other individual who was a Participant after December
               31, 1988, the Accrued Benefit payable at Normal Retirement Date
               shall not be less than the Accrued Benefit of such Participant
               determined on December 31, 1988 under the terms of the Plan in
               effect immediately prior to January 1, 1989.

          (c)  Notwithstanding the foregoing, in no event shall the benefit
               hereunder for any Participant who was a Participant under the
               Newport Electric Corporation Pension Plan as in effect
               immediately prior to January 1, 1991, be less than the benefit
               accrued to such Participant under the terms of the Newport
               Electric Corporation Pension Plan as in effect immediately prior
               to January 1, 1991.

3.3       Maximum Benefit.  Effective January 1, 1987, notwithstanding any
          other provision of the Plan to the contrary, a Participant's annual
          retirement benefit under the Plan and any other defined benefit
          pension plan of an Employer or an Affiliated Employer may not exceed
          the lesser of (a) or (b) below, except as provided in (c) below,
          provided that if the applicable limits described below are adjusted
          for increases in the cost of living as provided in rules and
          regulations adopted by the Secretary of the Treasury after a
          Retirement Benefit is in pay status, benefit payments to a Retired
          Participant or his Beneficiary, if applicable, shall be increased
          automatically to the maximum extent permitted under the revised
          limits.  This increase shall occur only to the extent that it would
          not cause the benefit to exceed the benefit to which the Retired
          Participant or Beneficiary would have been entitled in the absence of
          the limits of this Section 3.3:

          (a)  The lesser of (i) or (ii) below, but subject to subparagraphs
               (iii) through (x) below:

               (i)    100% of his average compensation in the three consecutive
                      highest paid calendar years while a Participant in the
                      Plan.

               (ii)   $90,000 (as adjusted for increases in the cost of living
                      as provided in rules and regulations adopted by the
                      Secretary of the Treasury).

               (iii)  In the case where a benefit is payable prior to the
                      Participant's Social Security Retirement Age (defined
                      below), the dollar limitation in subsection (ii) above
                      shall be adjusted so that it is the actuarial equivalent
                      of an annual benefit of $90,000 (as adjusted for
                      increases in the cost of living as provided in rules and
                      regulations adopted by the Secretary of the Treasury),
                      beginning at the Social Security Retirement Age,
                      multiplied by an adjustment factor, as prescribed by the
                      Secretary of the Treasury.  The adjustment provided for
                      in the preceding sentence shall be made in such manner as
                      the Secretary of the Treasury may prescribe which is
                      consistent with the reduction for old-age insurance
                      benefits commencing before the Social Security Retirement
                      Age under the Social Security Act.  For purposes of
                      determining actuarial equivalence hereunder, the interest
                      assumption shall not be less than the greater of 5% per
                      year or the underlying rate used to determine the
                      reduction of benefits for early payment under the Early
                      Retirement provisions of Section 4.2.
               (iv)   In the case where a benefit commences after a Participant
                      has attained Social Security Retirement Age, the dollar
                      limitation in subsection (ii) above shall be adjusted so
                      that it is the actuarial equivalent of an annual benefit
                      of $90,000 (as adjusted for increases in the cost of
                      living as provided in rules and regulations adopted by
                      the Secretary of the Treasury) beginning at the Social
                      Security Retirement Age, multiplied by an adjustment
                      factor as prescribed by the Secretary of the Treasury.
                      For purposes of determining actuarial equivalence
                      hereunder, the interest assumption shall not be greater
                      than the lesser of 5% per year or the rate specified in
                      Section 1.3.

               (v)    If a Participant has completed less than ten years of
                      participation in the Plan, the Participant's Accrued
                      Benefit shall not exceed the dollar limit in subsection
                      (ii) above as adjusted by multiplying such amount by a
                      fraction, the numerator of which is the Participant's
                      number of years (or part thereof) of participation in the
                      Plan, and the denominator of which is ten.

               (vi)   If a Participant has completed less than ten Years of
                      Vesting Service, the limitations described in Code
                      Sections 415(b) (1)(B) and 415(b)(4) shall be adjusted by
                      multiplying such amounts by a fraction, the numerator of
                      which is the Participant's number of Years of Vesting
                      Service (or part thereof), and the denominator of which
                      is ten.

               (vii)  In no event shall subsections (v) and (vi) above reduce
                      the limitations provided under Code Sections 415(b)(1)
                      and (4) to an amount less than one-tenth of the
                      applicable limitation (as determined without regard to
                      this section).  To the extent provided by the Secretary
                      of the Treasury, subsections (v) and (vi) above shall
                      be applied separately with respect to each change in the
                      benefit structure of the Plan.

               (viii) Unless subsection (vi) applies to a Participant, the
                      limits of subsections (i) and (ii) above shall be deemed
                      met if:

                      (A)  the annual benefit payable to the Participant from
                           this Plan and all other qualified defined benefit
                           plans of the Employer does not exceed $10,000; and

                      (B)  the individual has never participated in a qualified
                           defined contribution plan sponsored by the Employer
                           or an Affiliated Employer.

               (ix)   Except in the case where a benefit is payable pursuant to
                      Section 8.1(a) or 8.3(a), with the Participant's Spouse
                      as the Contingent Annuitant, if a benefit is payable in a
                      benefit form other than a life annuity, the amount
                      otherwise determined under this subparagraph (a) shall be
                      the Actuarial Equivalent of the amount payable as a life
                      annuity.  For this purpose, the interest rate assumption
                      shall not be less than the greater of 5% or the rate
                      specified in Section 1.3.

               (x)    For purposes of this Section 3.3, Social Security
                      Retirement Age shall be as defined in Code Section
                      415(b)(8).

          (b)  In the case of a Participant who has participated in a defined
               contribution plan maintained by an Employer or an Affiliated
               Employer, the amount determined pursuant to subparagraph (a)
               above shall be multiplied by 1.40 in the event (a)(i) applies or
               by 1.25 in the event (a)(ii) applies and shall further be
               multiplied by a fraction equal to one minus a fraction with a
               numerator equal to (i) below and a denominator equal to (ii)
               below:

               (i)    The sum of the annual additions made to the Participant's
                      account under all defined contribution plans maintained
                      by the Employer and its Affiliated Employers, where the
                      annual additions are equal to the sum of (A) Employer
                      contributions allocated to the Employee's account, (B)
                      any forfeitures allocated to the Employee's account, (C)
                      the portion of the Employee's after-tax contributions
                      made prior to January 1, 1987, that represented the
                      lesser of one-half of such contributions or the amount of
                      such contributions in excess of 6% of his compensation,
                      (D) all Employee after-tax contributions made after
                      December 31, 1986, and (e) amounts described in Code
                      Sections 415(l)(1) and 419(A)(d)(2).

               (ii)   The sum for each calendar year of the Participant's
                      employment with an Employer or an Affiliated Employer of
                      the lesser of (A) 1.4 multiplied by 25% of the
                      Participant's compensation for the calendar year, or (B)
                      1.25 multiplied by $30,000, as adjusted for increases in
                      the cost of living as provided under rules and regula-
                      tions adopted by the Secretary of the Treasury.

          (c)  If, in any limitation year, the benefit under this Plan exceeds
               the lesser of (a) or (b) above, then appropriate reductions
               shall first be applied to the Participant's Accrued Benefit
               under this Plan in order to reduce such benefit to the lesser of
               (a) or (b).

          For the purpose of this paragraph, an Affiliated Employer shall be
          determined by assuming the phrase "more than 50%" is substituted for
          the phrase "at least 80%" wherever it appears in Code Section 1563,
          as it may be amended from time to time and limitation year shall mean
          Plan Year.

3.4       Continuing Employment.  The retirement of any Participant under this
          Article III shall not become effective while he is in the employment
          of an Employer or an Affiliated Employer, except as provided in
          Section 2.4.  If an Employee continues to work for the Employer or an
          Affiliated Employer beyond his Normal Retirement Date, the provisions
          of Article V and Article VIII shall be applicable.

                                    ARTICLE IV
               EARLY RETIREMENT DATE AND EARLY RETIREMENT BENEFIT


4.1       Early Retirement Date.  A Participant may retire prior to his Normal
          Retirement Date on the first day of any month coincident with or next
          following his attainment of age 55 and his completion of five or more
          Years of Vesting Service.

          If a Participant intends to retire early under this Article IV, he
          must file a written notice of his intent with the Retirement Board.
          The date of his retirement must be stated in the notice.

          The date on which a Participant retires under this Paragraph 4.1
          shall be his Early Retirement Date.

4.2       Early Retirement Benefit.  Subject to the minimum benefit provisions
          of Sections 3.2 and 4.3 and the maximum benefit limitations of
          Section 3.3, a Participant who retires on an Early Retirement Date
          may elect to receive either an immediate Retirement Benefit or a
          deferred Retirement Benefit as indicated below.  The monthly amount
          of the Retirement Benefit payable in the Normal Form shall be equal
          to either (a) or (b) below, as applicable.

          (a)  Early Payment.  If the Participant terminates on an Early
               Retirement Date and elects to commence payment of Retirement
               Benefits prior to his Normal Retirement Date, the amount of the
               benefit shall be equal to his Accrued Benefit reduced by the
               appropriate factor in the Appendix.

               Such reduction shall be applied to the Retirement Benefit
               determined pursuant to the provisions of Section 3.1(a), (b) and
               (c).  The value of the Retirement Annuity payable to such
               Participant shall be subject to the early retirement factors
               under the Group Annuity Contract.

          (b)  Deferred Payment.  If the Participant terminates on an Early
               Retirement Date and elects to defer payment of his Retirement
               Benefit to his Normal Retirement Date, the amount of his monthly
               Retirement Benefit on the life annuity basis (described in
               Section 8.4) shall be equal to his Accrued Benefit.

4.3       Minimum Benefit.  In no event shall the early retirement income
          payable under this Plan be less than the Accrued Benefit determined
          under the provisions of the Plan immediately before the adoption of
          this amended and restated Plan, adjusted to reflect early receipt
          based on the early retirement reduction factors specified in the Plan
          as of such date.

4.4       Special Early Retirement.  Notwithstanding Sections 4.1 and 4.2,
          effective July 1, 1991, an Active Participant who has attained age 55
          and whose attained age plus completed Years of Vesting Service equal
          at least 85, may retire on a Special Early Retirement Date and elect
          to commence payment of his Retirement Benefits prior to his Normal
          Retirement Date, the amount of his benefit shall be equal to his
          Accrued Benefit reduced by the appropriate Special Early Retirement
          factor in the Appendix.

                                     ARTICLE V
           POSTPONED RETIREMENT DATE AND POSTPONED RETIREMENT BENEFIT


5.1       Postponed Retirement Date.  The Postponed Retirement Date of a
          Participant will be the day of his actual retirement after his Normal
          Retirement Date.

5.2       Postponed Retirement Benefit.
          (a)  If a Participant attained age 70-1/2 prior to January 1, 1988 or
               if his Postponed Retirement Date occurs during or prior to the
               end of the calendar year in which he attained age 70-1/2, his
               Accrued Benefit under Section 3.1 shall be determined and
               payable as of his Postponed Retirement Date.

          (b)  If a Participant's Postponed Retirement Date has not occurred by
               the end of the calendar year in which he attains age 70-1/2 and
               Retirement Benefits must commence pursuant to Section 8.6(b),
               then his Retirement Benefit shall be his Accrued Benefit
               calculated pursuant to Article III as of the close of the
               calendar year in which he attains age 70-1/2.  For subsequent
               required distributions, his Accrued Benefit shall be
               recalculated at the end of each calendar year thereafter until
               his actual Postponed Retirement Date or his date of death.
               Recalculation of the Accrued Benefit is described in the
               following subparagraph (c).

               Once Retirement Benefits commence under this Section 5.2, a
               Participant may not elect a different form of payment,
               Beneficiary or Contingent Annuitant for any additional Accrued
               Benefit which is calculated hereunder, except in the event of
               death of the Beneficiary or a divorce of the Participant.

          (c)  The recalculation of the Participant's Accrued Benefit under
               Section 5.2(b) shall be performed as follows:

               (i)   a new Accrued Benefit shall be calculated using the
                     Participant's Average Earnings, Years of Credited Service,
                     and Social Security Benefit at the close of the calendar
                     year;

               (ii)  the new Accrued Benefit as determined under (i) above
                     shall be reduced by the Actuarial Equivalent value of the
                     Retirement Benefit payments previously received by the
                     Participant during months in which Retirement Benefits
                     would have been suspended pursuant to Section 2.4,
                     provided that the resulting benefit shall not be less than
                     the benefit the Participant is receiving before it is
                     recalculated under (i) above.

          (d)  Notwithstanding any provision of this Plan to the contrary, all
               distributions made hereunder shall be made in accordance with
               the requirements of Code Section 401(a)(9) and regulations
               thereunder, including the incidental death benefit requirements
               of Treasury Regulation 1.401(a)(9)-2.  The provisions of this
               section override any distribution options under the Plan if
               inconsistent with the requirements of Code Section 401(a)(9).

          (e)  Postponed Retirement Benefits hereunder shall commence to the
               Participant upon the earlier of

               (i)   his Postponed Retirement Date, or

               (ii)  if required pursuant to Section 8.6(a), the April 1
                     following the calendar year in which he has attained age
                     70-1/2.

          The Participant's Postponed Retirement Benefit shall be paid pursuant
          to Article VIII.

5.3       Death Prior to Postponed Retirement Date.  If a Participant dies
          after his Normal Retirement Date, but prior to commencement of his
          Retirement Benefit, his Spouse shall be entitled to benefits under
          the Plan in accordance with Article VII in the amount which would
          have been payable to his Spouse had his benefits commenced on the
          first day of the month coincident with or next preceding his death in
          the form described in Section 7.1.

5.4       Death Following Commencement of Retirement Benefits.  If a
          Participant dies while actively employed and after his Retirement
          Benefit has commenced pursuant to Section 5.2, any death benefit
          payable with respect to any additional accrual he may be entitled to
          as a result of his continued employment shall be paid in the same
          form as in effect when such Retirement Benefits originally commenced.

                                    ARTICLE VI
                            TERMINATION OF EMPLOYMENT


6.1       Non-Vested Termination.  Effective January 1, 1989, a Participant
          whose employment is terminated with the Employer and all Affiliated
          Employers prior to:

          (a)  his completion of five Years of Service subsequent to his
               attainment of age 18, and

          (b)  the complete or partial termination of the Plan with respect to
               such Participant, shall have no vested interest in his Accrued
               Benefit and shall not be entitled to receive a Retirement
               Benefit from the Plan.

          Upon the Service Termination Date of a Participant who has no vested
          right to his Accrued Benefit, the entire value of his vested benefit
          hereunder shall be deemed to be distributed to him.  In the event
          such Participant is credited with an Hour of Service before incurring
          five consecutive One Year Breaks in Service following his Service
          Termination Date, his vested benefit previously deemed to be
          distributed to him hereunder will be deemed repaid to the Plan.

6.2       Vested Termination.  Effective January 1, 1989, an Employee shall
          have a nonforfeitable right to his Accrued Benefit upon the earliest
          of the following events:

          (a)  his completion of five Years of Service subsequent to his
               attainment of age 18, and
          (b)  the complete or partial termination of the Plan with respect to
               such Participant.

          An Inactive Participant who is no longer an Employee shall be
          entitled to receive a deferred Retirement Benefit commencing on his
          Normal Retirement Date in an amount equal to his Accrued Benefit.
          For purposes of determining such Accrued Benefit, only the provisions
          of the Plan in effect at the time of the Participant's Service
          Termination Date shall be considered.  The Participant's Retirement
          Benefit shall be paid pursuant to Article VIII.

6.3       Early Payment.  In lieu of the deferred benefit described in Section
          6.2, an Inactive Participant who has a nonforfeitable right to his
          Accrued Benefit may elect in writing to receive a reduced benefit
          commencing on the first day of any month between his 55th birthday
          and his Normal Retirement Date.  If the Participant elects to receive
          his Retirement Benefit before his Normal Retirement Date, his Accrued
          Benefit shall be reduced by the appropriate factor in the Appendix.

          The Participant's Retirement Benefit shall be paid pursuant to
          Article VIII.

6.4       Prior Participant Account.  A vested Participant whose employment
          terminates for reasons other than death prior to his eligibility for
          early retirement under Section 4.1 may elect to receive his Prior
          Participant Account, plus interest, as determined on his termination
          of employment at the rate of 2% per annum once per year as of
          December 31, or, in the case of earlier termination of employment as
          of the end of the month preceding such termination on the basis of
          the balance in such account as of the preceding December 31 or at any
          time following his termination of employment and prior to
          commencement of payment of his Retirement Benefit, if any, by filing
          a written application with the Retirement Board.  Upon payment of the
          Prior Participant Account, the Participant's deferred Retirement
          Benefit shall be reduced by the Actuarial Equivalent value of such
          account.

          In the event a Participant has no vested interest in his Accrued
          Benefit and the value of his Participant Account is $3,500 or less,
          payment of his Participant Account shall be subject to the provisions
          of Section 8.6.

                                    ARTICLE VII
                                 DEATH BENEFITS

7.1       Immediate Surviving Spouse Benefit For Death Occurring On or After
          Age 55.  If an Active or an Inactive Participant who has completed at
          least five Years of Vesting Service and attained age 55 prior to his
          termination of employment dies, a monthly Retirement Benefit shall be
          payable to his surviving Spouse.  The amount of the benefit is the
          amount that would have been payable to the Spouse as Contingent
          Annuitant had the Participant retired on the date of his death with
          an immediate benefit payable subject to early payment reduction under
          Article IV under the 100% Joint and Survivor annuity form described
          in Article VIII with his Spouse as Contingent Annuitant.

          Unless Section 8.6 applies, such Spouse's benefit shall commence on
          the first day of the month next following the Participant's date of
          death and continue for the surviving Spouse's lifetime.

          If the involuntary cash-out provisions of Section 8.6 are operative,
          a monthly death benefit which becomes due hereunder but which has not
          yet commenced shall be paid in one lump sum amount to the Spouse in
          lieu of all other benefits under the Plan.

7.2       Pre-Retirement Surviving Spouse Benefit For Death Of Active or
          Inactive Participant Occurring Before Age 55.

          (a)  If an Active Participant who has completed ten Years of Vesting
               Service dies after his 50th birthday but before age 55, a
               monthly Retirement Benefit shall be payable to his surviving
               Spouse.  The amount of such benefit is the amount that would
               have been payable to the Spouse as Contingent Annuitant had:

               (i)   the Participant terminated employment with the Employer
                     and all Affiliated Employers on the day before his death
                     and elected Retirement Benefits to begin on the first day
                     of the month coincident with or next following his date of
                     death, and

               (ii)  his Accrued Benefit had been payable in the 100% Joint and
                     Survivor annuity form described in Article VIII with his
                     Spouse as Contingent Annuitant, multiplied by the
                     appropriate factor below:

                          Participant's Age
                         at Nearest Birthday             Factor

                                                          50.35
                                                          51.38
                                                          52.41
                                                          53.44
                                                          54.47

               Unless Section 8.6 applies, such Spouse's benefit under this
               paragraph (a) shall be payable commencing on the first day of
               the month coincident with or next following his date of death
               and shall continue for the surviving Spouse's lifetime.

          (b)  If an Active Participant who has completed at least five Years
               of Vesting Service dies prior to age 55, a monthly Retirement
               Benefit shall be payable to his surviving Spouse.  The amount of
               such benefit is the amount that would have been payable to the
               Spouse as Contingent Annuitant:

               (i)   had the Participant terminated employment with the
                     Employer and all Affiliated Employers on the day before
                     his death and elected Retirement Benefits to begin at the
                     later of age 50 or his date of death; and

               (ii)  shall be equal to 50% of the Member's Accrued Benefit
                     multiplied by the appropriate factor in the Appendix, as
                     though the Participant had survived to the later of age 50
                     or his date of death and had elected the 50% Joint and
                     Survivor Annuity form described in Article VIII with his
                     Spouse as Contingent Annuitant.  Such amount shall be
                     multiplied by the appropriate factor set forth in (a)(ii)
                     above.

               Unless Section 8.6 applies, such Spouse's benefit under this
               paragraph (b) shall be payable commencing on the first day of
               the month coincident with or next following the later of the
               date the Participant would have attained age 50 and his date of
               death and shall continue for the surviving Spouse's lifetime.

          (c)  If an Inactive Participant who was vested in his Accrued Benefit
               as of his termination of employment dies prior to age 55, a
               monthly Retirement Benefit shall be payable to his surviving
               Spouse.  The amount of such benefit shall be 50% of the amount
               of the Inactive Participant's Accrued Benefit that he would have
               been entitled to receive in the form of a 50% Joint and Survivor
               Annuity and elected Retirement Benefits to commence at age 55.

               Unless Section 8.6 applies, such Spouse's benefit under this
               paragraph (c) shall be payable commencing on the first day of
               the month coincident with or next following the date the
               Participant would have attained age 55.

          If the involuntary cash-out provisions of Section 8.6 are operative,
          a monthly death benefit which becomes due hereunder but which has not
          yet commenced shall be paid in one lump sum amount to the Spouse in
          lieu of all other benefits.

7.3       Death Benefits After Retirement Benefits Have Commenced.  If a
          Participant dies at any time after Retirement Benefits have begun,
          death benefits, if any, shall be strictly dictated by the form of
          payment in which such Retirement Benefit was being paid.

7.4       Prior Participant Account.  If a participant dies before Retirement
          Benefits have begun and provided that no benefit is payable to his
          surviving Spouse, the value of his Participant Account, determined at
          his date of death in the same manner as described in Section 6.4,
          shall be payable in a single sum to his Beneficiary.

                                   ARTICLE VIII
                         PAYMENT OF RETIREMENT BENEFITS


8.1       Automatic Payment Forms.  Unless the involuntary cash-out provisions
          of Section 8.6 apply, the automatic or normal form of Retirement
          Benefit shall be as described in this Section 8.1.  A Participant
          may, however, elect an optional form of Retirement Benefit in
          accordance with Section 8.2.

          (a)  A Participant who has a Spouse on the Annuity Starting Date
               shall receive a reduced retirement income which shall be the
               Actuarial Equivalent of the Retirement Benefit to which he would
               be entitled under the Plan if he had no Spouse, payable monthly
               commencing on the first day of the month coincident with or next
               following the date his retirement occurs, and if he shall die
               prior to such Spouse, continuing to the Spouse at 50% of the
               reduced amount and ending with the payment due for the month in
               which the death of the Spouse occurs.

          (b)  A Participant who does not have a Spouse on the Annuity Starting
               Date shall receive the Retirement Benefit to which he is
               entitled under the Plan, payable monthly commencing on the first
               day of the month coincident with or next following the date his
               retirement occurs and ending with the payment due for the month
               in which his death occurs.

          Notwithstanding anything to the contrary hereunder, upon cessation of
          payments of the retirement Benefit or other benefit payable to or on
          account of any retired Participant or his Spouse, any excess of the
          value of the Participant's Participant Account (as determined
          pursuant to Section 6.4) at the date of retirement or prior death
          over the total benefit payments made to him or on his behalf shall be
          paid in one sum to the beneficiary designated by the person last in
          receipt of such Retirement Benefit or other benefit, or if no such
          beneficiary is living, to the legal representative of such person.

8.2       Election of Optional Forms.  At least 30 days, but not more than 90
          days, prior to an Annuity Starting Date, a Participant may elect an
          optional form of payment for his Retirement Benefit as may be
          available under Section 8.3 or 8.4.  Such election will not take
          effect unless the Participant's Spouse consents to the election if
          required under Section 8.5(c).  The Retirement Board shall make an
          election form available to each such eligible Participant.  Such form
          shall describe in plain language the terms and conditions of the
          normal form of payment described in Section 8.1 and the optional
          forms of benefit and shall provide for election of optional forms of
          benefit and a benefit commencement date.  The completed election form
          must be returned to the Retirement Board within the 90 day period
          ending on the designated Annuity Starting Date.  In addition, the
          form will provide a description of the Participant's right to
          reinstate coverage under the normal form of benefit described in
          Section 8.1 prior to his Annuity Starting Date by revoking an
          election of an optional form of benefit.  If a Participant files a
          subsequent election form prior to the date benefits commence, the
          prior form shall be of no effect.  If no election has been made at
          the expiration of the election period, Retirement Benefits will be
          payable in accordance with Section 8.1.  Election of optional forms
          of benefits under the following Sections 8.3 and 8.4 shall be subject
          to the restrictions of Section 8.5.  Any such election, whenever
          made, may be altered, amended, or revoked by the Participant prior to
          the date when the first payment of his retirement income would
          normally be made, provided he gives notice in writing to the
          Retirement Board.  The Retirement Board may, on a uniform and
          nondiscriminatory basis, provide for such other election periods as
          comply with regulations issued under Code Sections 401(a)(11) and
          417.  Subject to the provisions of Section 8.5, the Retirement Board
          may defer a Participant's Annuity Starting Date for a period of up to
          90 days if the Retirement Board determines that the deferral is
          desirable in order to provide for an orderly election procedure,
          provided that retroactive payment shall be made for any Retirement
          Benefits which would have been paid in the absence of the deferral.

8.3       Joint and Survivor Option.  Subject to the spousal consent
          requirements outlined in Section 8.5(c):

          (a)  A Participant may elect, by submitting an election form to the
               Retirement Board, to have his Retirement Benefit converted to
               the Actuarial Equivalent of the normal form under Section 8.1
               and paid monthly during his life with the provision that after
               his death, any percentage from 50% through 100% of such reduced
               Retirement Benefit will be payable to his Contingent Annuitant
               during the remaining life of such Contingent Annuitant.

          (b)  If a Participant elects the Joint and Survivor Option and his
               Contingent Annuitant dies before such Participant's benefit
               actually commences and the Participant does not change his
               election in accordance with Section 8.2, his Retirement Benefit
               shall be paid under the normal form under Section 8.1.

          (c)  If a Participant elects the Joint and Survivor Option and dies
               before benefits commence to be paid to him, his Beneficiary will
               not be entitled to any rights or benefits under the Plan, except
               as provided under Article VII.

          (d)  If a Participant elects the Joint and Survivor Option and his
               Contingent Annuitant dies before his death, but after the
               retirement of such Participant, such Participant will continue
               to receive the reduced Retirement Benefit payable to him in
               accordance with such option.

          Notwithstanding the foregoing, however, in the event the Contingent
          Annuitant dies before the Participant and within one year of the date
          on which payments commenced under the Joint and Survivor Annuity
          option, the Participant's Retirement Benefit shall be increased on
          the first day of the month following such Contingent Annuitant's
          death to the amount which would have been payable to him under the
          Life Annuity Option described in Section 8.4) for the balance of his
          lifetime.

8.4       Life Annuity Option.  Subject to Section 8.5(c), a Participant may
          elect, by submitting an election form to the Retirement Board, to
          have his Retirement Benefit paid in the normal form under Section
          8.1(b).  The normal form provides for monthly payments during the
          Participant's life, ending with the payment due for the month in
          which his death occurs.

8.5       General Provisions.
          (a)  Notwithstanding any other provisions of the Plan, distribution
               of benefits to Participants who attain age 70-1/2 in 1988 or
               1989 will commence on April 1, 1990.  Distribution to
               Participants who attain age 70-1/2 in 1990 and calendar years
               thereafter will commence by the April 1 following the year in
               which age 70-1/2 is attained.  Distribution to Participants who
               attained age 70-1/2 prior to January 1, 1988 will be deferred
               until the April 1 of the year next following the close of the
               calendar year in which the Participant retires; provided,
               however, that distribution of benefits to an Employee who owns
               5% or more of the outstanding stock of the Employer may not be
               deferred beyond the April 1 following the calendar year in which
               he attains age 70-1/2.  In any event, distributions hereunder
               shall be made in accordance with Code Section 401(a)(9) and
               regulations thereunder, including Treasury Regulations
               1.401(a)(9)-2.  Such regulations and applicable rulings or
               announcements, including any grandfather provisions delaying the
               effective date of Code Section 401(a)(9) are hereby incorporated
               by reference.

          (b)  Upon the death of a Participant any remaining interest he may
               have in the Plan shall be distributed within the later of five
               years after his death or after the death of his Beneficiary,
               unless another form of payment was already in effect at the time
               of his death, in which case benefits may be made in accordance
               with such form of payment.  Benefits may not be immediately
               distributed prior to the Participant's Normal Retirement Date
               unless the Participant consents in writing, except as provided
               in Section 8.6.  Anything in this Article VIII to the contrary
               notwithstanding, no method of distribution shall be made under
               this Article which would result in payment of benefits over a
               period longer than the joint life expectancy of the Participant
               and his Beneficiary/Contingent Annuitant or which would
               otherwise violate the incidental death benefit requirements of
               Code Section 401(a)(9) and regulations issued thereunder.

          (c)  If a married Participant elects to receive his Retirement
               Benefit in any form other than the normal form for married
               individuals as described in Section 8.1(a) or under the Joint
               and Survivor annuity form described in Section 8.3 with his
               Spouse as the Contingent Annuitant, then such election shall no
               take effect unless either:

               (i)   the Participant's Spouse consents in writing to such
                     election and the Spouse's consent acknowledges the effect
                     of such election and is witnessed by a notary public or
                     Plan representative, or

               (ii)  it is established to the satisfaction of the Retirement
                     Board 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.

          (d)  It is the intent of the Plan that all benefits be paid promptly
               when due.  In the absence of any inability to determine the
               amount of benefit payable or the eligibility for a benefit due
               to the lack of adequate information on date of birth of
               Participant or Spouse, the first benefit shall be paid no later
               than the 60th day after the close of the latest Plan Year in
               which:

               (i)   the Participant attains age 65;

               (ii)  the Participant reaches the 10th anniversary of his date
                     of commencement of participation in the Plan, or

               (iii) the Participant's Service Termination Date occurs.

8.6       Involuntary Cash-Out Provision.  If the Actuarial Equivalent present
          value of any Retirement Benefit, inclusive of a Participant's Prior
          Participant Account, is $3,500 or less and the benefit has not yet
          commenced, the Retirement Board shall distribute a lump sum payment
          of such Actuarial Equivalent present value to the appropriate
          individual as soon as practicable following the Participant's Service
          Termination Date, in lieu of all other benefits hereunder.

8.7       Restrictions on Distributions.  This Section 8.7 shall apply to the
          amount of Benefits under this Plan for any Participant who is
          considered a Restricted Participant as defined hereunder.  Such
          Benefits shall be limited to an amount equal to the payments that
          would have been made on behalf of the Restricted Participant under
          the life annuity form of payment described in Section 8.4 that is the
          Actuarial Equivalent of the Restricted Participant's Accrued Benefit
          under the Plan.

          For purposes of this Section 8.7, the term Restricted Participant
          shall mean all highly compensated employees as defined in Code
          Section 414(q) and highly compensated former employees.  In any one
          Plan Year, the total number of Participants whose benefits are
          subject to restriction under this Section 8.7 is hereby limited by
          the Plan to a group of not less than 25 highly compensated employees
          and highly compensated former employees with the greatest Earnings.

          For purposes of this Section 8.7, the term Benefit shall include
          Retirement Benefit provided by the Plan plus loans in excess of the
          amounts set forth in Code Section 72(p)(2)(A), any periodic income,
          any withdrawal values payable to a living Participant and any death
          benefits not provided for by insurance on the Participant's life.

          The limitations set forth in this Section 8.7 shall not restrict the
          current payment of the full amount of Retirement Benefit provided by
          the Plan if:

          (a)  after payment to a Restricted Participant of all of the Benefits
               described above, the value of Plan assets equals or exceeds 110%
               of the value of current liabilities, as defined in Code Section
               412(l)(7),

          (b)  the value of the Benefits described above for a Restricted
               Participant is less than 1% of the value of current liabilities,
               as defined in Code Section 412(l)(7), or

          (c)  the value of the Restricted Participant's benefits does not
               exceed three thousand five hundred dollars ($3,500).

8.8       Increased Payments With Respect to Certain Retired Members.
          (a)  Commencing July 1, 1981, the amount of all Retirement Benefits,
               including Contingent Annuitant benefits and Spouse's death
               benefits payable with respect to a Participant who had died
               prior to January 1, 1980, were increased by 1% for each full 12-
               month period elapsed between the effective date of the benefit
               and December 31, 1980.  In the case of a Participant who had
               retired or died prior to July 1, 1973, there was an additional
               increase of 15%.  The minimum increase payable hereunder shall
               be $10 per month.
           (b)  Commencing January 1, 1984, the amount of all Retirement
                Benefits being paid to Participants who retired prior to August
                15, 1983, including Contingent Annuitant benefits and Spouse's
                death benefits being paid as of that date, were increased by
                7%.  The minimum increase payable hereunder shall be $10 per
                month.

          (c)  Commencing January 1, 1987, the amount of all Retirement
               Benefits being paid to Participants who retired prior to June
               15, 1987, including Contingent Annuitant benefits and Spouse's
               death benefits being paid as of that date, were increased by 5%.
               The minimum increase payable hereunder shall be $10 per month.

          (d)  Commencing July 1, 1992, the amount of all Retirement Benefits
               being paid to Participants who retired under the Plan between
               July 1, 1987 and June 30, 1992, including Contingent Annuitant
               benefits and Spouse's death benefits being paid as of that date
               were increased by 4%.  Commencing July 1, 1992, the amount of
               all Retirement Benefits being paid to Participants who retired
               under the Plan prior to July 1, 1987, including Contingent
               Annuitant benefits and Spouse's death benefits being paid as of
               that date, were increased by 8%.

               The minimum increase hereunder shall be $10 per month.

8.9       Direct Rollover Provision.
          (a)  This Section 8.9 shall apply to distributions made on or after
               January 1, 1993.  Notwithstanding any provision of the Plan to
               the contrary that would otherwise limit a distributee's election
               under this Section 8.9, a distributee may elect, at the time and
               in the manner prescribed by the Retirement Board to have any
               portion of an eligible rollover distribution paid directly to an
               eligible retirement plan specified by the distributee in a
               direct rollover.

           (b)  Definitions.
               (i)   Eligible rollover distribution:  An eligible rollover
                     distribution is any distribution of all or any portion of
                     the balance to the credit of the distributee, except that
                     an eligible rollover distribution does not include:  any
                     distribution that is one of a series of substantially
                     equal periodic payments (not less frequently than
                     annually) made for the life (or life expectancy) of the
                     distributee or the joint lives (or the joint life
                     expectancies) of the distributee and the distributee's
                     designated beneficiary, or for a specified period of ten
                     or more years; 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).

               (ii)  Eligible retirement plan:  An eligible retirement plan is
                     an individual retirement account described in Code Section
                     408(a), an individual retirement annuity described in Code
                     Section 408(b), an annuity plan described in Code Section
                     403(a) or a qualified trust described in Code Section
                     401(a), that accepts the distributee's eligible rollover
                     distribution.  However, in the case of an eligible
                     rollover distribution to the surviving Spouse, an eligible
                     retirement plan is an individual retirement account or
                     individual retirement annuity.

               (iii) Distributee:  A distributee includes an Employee or former
                     Employee.  In addition, the Employee's or former
                     Employee's surviving Spouse and the Employee's or former
                     Employee's Spouse or former Spouse who is the alternate
                     payee under a qualified domestic relations order, as
                     defined in Code Section 414(p), are distributees with
                     regard to the interest of the Spouse or former
                     Spouse.
               (iv)  Direct rollover:  A direct rollover is a payment by the
                     Plan to the eligible retirement plan specified by the
                     distributee.

                                 ARTICLE IX
                                RETIREMENT BOARD


9.1       Responsibility for Plan and Trust Administration.  The Employer shall
          save the sole authority to appoint and remove the Trustee, any
          investment manager 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 Retirement Board, shall have the responsibility
          for the administration 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.

9.2       Retirement Board.  The Plan shall be administered by the Employer
          through the Retirement Board which is appointed by the Board of
          Trustees.  The Retirement Board shall consist of five or more members
          who are officers of any Participating Employer or any affiliate or
          subsidiary and who are appointed by and serve at the pleasure of the
          Board of Trustees.  Any member of the Retirement Board may resign by
          delivering his written resignation to the Board and the Secretary of
          the Retirement Board.

9.3       Agents of the Retirement Board.  The Retirement Board may delegate
          specific responsibilities to other persons as the Retirement Board
          shall determine.  The Retirement Board 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 Retirement Board may employ
          and rely on the advice of counsel, accountants, the Actuary, and such
          other persons as may be necessary in administering the Plan.

9.4       Retirement Board Procedures.  The Retirement Board may adopt such
          rules as it deems necessary, desirable, or appropriate.  All rules
          and decisions of the Retirement Board shall be uniformly and
          consistently applied to all Participants in similar circumstances.
          When making a determination or calculation, the Retirement Board
          shall be entitled to rely upon information furnished by a
          Participant, Spouse or Beneficiary, the Employer, the legal counsel
          of the Employer, the Actuary, or the Trustee.

          The Retirement Board may act at a meeting or in writing without a
          meeting.  The Retirement Board shall elect one of its members as
          chairman, appoint a secretary, who may or may not be a Retirement
          Board 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, the Trustee or the Actuary.
          The Retirement Board may adopt such bylaws and regulations as it
          deems desirable for the conduct of its affairs.  All decisions of the
          Retirement Board shall be made by the vote of the majority including
          actions in writing taken without a meeting.

9.5       Administrative Powers of the Retirement Board.  The Retirement Board
          may from time to time establish rules for the administration of the
          Plan.  Except as otherwise herein expressly provided, the Retirement
          Board 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 non-discriminatory manner to all
          Employees.  The Retirement Board shall have no right to modify any
          provisions of the Plan as herein set forth.

9.6       Benefit Claims Procedures.  All claims for benefits under the Plan
          shall be in writing and shall be submitted to the Retirement Board
          member designated as Retirement Board Secretary by the Retirement
          Board.  If any application for payment of a benefit under the Plan
          shall be denied, the Retirement Board shall notify the claimant
          within 90 days of such application setting forth the specific reasons
          therefore 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 individual 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 Retirement Board 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
          Retirement Board Secretary, the Retirement Board shall take
          appropriate steps to review its decision in light of any further
          information or comments submitted by such claimant.

          The Retirement Board 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 Retirement
          Board's ability in a manner calculated to be understood by the
          claimant without legal or actuarial counsel, as well as specific
          references to the pertinent Plan provisions on which the decision is
          based.  In the event of continued disagreement, the claimant may
          thereafter appeal to the Employer, whose decision is final.

9.7       Certification of Benefits.  Subject to the provisions of this Plan,
          it will be the duty of the Retirement Board to compute and certify to
          the Trustees the amount of Retirement Benefit payable hereunder to
          any Participant, Spouse, Beneficiary or Contingent Annuitant.

9.8       Designation of Actuary.  The Retirement Board will designate an
          Actuary to make all actuarial calculations required in connection
          with the Plan.

9.9       Reliance on Reports and Certificates.  The Employer (or the
          Retirement Board if so designated by the Employer) will be entitled
          to rely conclusively upon all tables, valuations, certificates,
          opinions, and reports which may be furnished by the Actuary, 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.

9.10      Other Retirement Board Powers and Duties.  The Retirement Board 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,
               Spouses, Contingent Annuitants and Beneficiaries filing
               applications for benefits;

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

          (c)  to receive from the Employer and from 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 valuation of the Plan made by
               the Actuary; and

          (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 Retirement Board.

          The Retirement Board 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 retirement benefit under the Plan.

9.11      Compensation of Retirement Board.  No member of the Retirement Board
          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.

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

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

9.14      Indemnification.  The Board of Trustees of the Employer, the
          Retirement Board 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 X
                            FUNDING AND CONTRIBUTIONS


10.1      Establishment of Fund.  The Fund shall be held and administered by
          the Trustee in accordance with the terms of the Trust.  The Fund
          shall hold all contributions made by the Employer and earnings and
          other income attributable thereto.  All benefits payable under the
          Plan shall be disbursed from the Fund.

10.2      Contributions to the Fund; Plan Expenses.  The Employer will
          contribute to the Fund such sums and at such times as may be
          determined by the Board in accordance with the funding method and
          policy to be established by the Board which are consistent with Plan
          objectives.  The Board, in consultation with the Actuary and the
          Retirement Board, shall have the right to change the method of
          funding, subject only to any contractual restrictions of the existing
          method of funding.  Forfeitures arising from termination of service
          will be used to reduce Employer contributions and will not be applied
          to increase any benefits under the Plan.  Except as provided in
          Section 10.3 and Article XII, all contributions when made to the Fund
          and all property and assets of the Fund, including income from
          investments and from all other sources, will be retained for the
          exclusive benefit of Participants, Spouses, Contingent Annuitants and
          Beneficiaries included in the Plan and will be used to pay benefits
          provided hereunder or to pay expenses of administration of the Plan
          and the Fund to the extent not paid by the Employer.

10.3      Contributions Conditional.  Each Employer contribution to the Plan is
          expressly conditioned on its deductibility.  If any Employer
          contribution is deemed to be nondeductible or made by the Employer by
          a mistake of fact, such contribution shall be returned to the
          Employer within one year of the date of the disallowance of such
          deduction or the date the contribution was made to the Fund,
          respectively.

10.4      Employee Contributions.  No Employee will be required or permitted to
          make any contributions under this Plan.

                                ARTICLE XI
                           FIDUCIARY RESPONSIBILITIES


11.1      Basic Responsibilities.  Any Fiduciary under the Plan, whether
          specifically designated or not, shall:

          (a)  discharge all duties solely in the interest of Participants,
               Spouses, Contingent Annuitants 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.

11.2      Actions of Fiduciaries.  Any 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 Fiduciary, acting within the scope of its responsibilities
               under the Plan, as being proper under the Plan.

11.3      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
          responsible for any act or failure to act of any other Fiduciary.

                                  ARTICLE XII
                            AMENDMENT AND TERMINATION


12.1      Right to Amend or Terminate.  The Employer, with the written approval
          of the Board, reserves the right to amend, modify, suspend, or
          terminate the Plan in whole or in part at any time.  No amendment
          will be effective unless the Plan, as so amended, is for the
          exclusive benefit of Participants, Spouses, Contingent Annuitants and
          Beneficiaries, and no amendment will deprive any Participant without
          his consent of any benefit to which he was previously entitled,
          provided that any and all amendments may be made which are necessary
          to maintain the qualification of the Plan under the Code and provided
          further that such amendments may be retroactively effective.  The
          Plan shall not be automatically terminated by any Employer's
          acquisition by or merger or consolidation into any other corporation.
          In the event of a reorganization, consolidation, dissolution or
          merger of an Employer, the Plan can be continued by the successor,
          and in such event the successor shall be substituted for such
          Employer and shall assume all of the Plan liabilities and all of the
          powers, duties and responsibilities of such Employer under the Plan.

12.2      Partial Termination.  Upon a partial termination of the Plan with
          respect to a group of Participants, as determined by a ruling of the
          Internal Revenue Service as to which all rights to appeal have
          expired, the Employer shall direct the Actuary to determine the
          proportionate share of the assets for Participants affected by such
          partial termination.  After such proportionate share has been
          determined, the Trustees shall segregate the assets of the Fund
          allocable to such group of Participants for payment of benefits in
          accordance with the provisions of Section 12.3.

12.3      Vesting and Distribution of Funds Upon Termination.  Upon termination
          of the Plan by the Employer, in whole or in part, all affected
          Participants will become fully vested and entitled to their Accrued
          Benefits under the Plan.  In such event, the assets in the Fund (or
          the portion of the Fund determined in accordance with Section 12.2)
          will be allocated pursuant to Regulations as follows:

          (a)  There shall first be credited to each Participant who was
               receiving retirement income or who was eligible to receive
               retirement income at least three years prior to the date of Plan
               termination and to each Spouse and Beneficiary who was receiving
               retirement income or who was eligible to receive retirement
               income at least three years prior to the date of Plan
               termination an amount which will provide for him the amount of
               retirement income then accrued to him under the Plan, but not in
               excess of the benefit insured by the Pension Benefit Guaranty
               Corporation.

          (b)  There shall next be credited to each Participant who was
               receiving retirement income or who was eligible to receive
               retirement income on the date of Plan termination and to each
               Spouse and Beneficiary who was receiving retirement income or
               who was eligible to receive retirement income on the date
               of Plan termination an amount which will provide for him the
               amount of retirement income then accrued to him under the Plan,
               but not in excess of the benefit insured by the Pension Benefit
               Guaranty Corporation.

          (c)  There shall next be credited to each other Participant who, on
               the date on which the Plan shall terminate, is eligible for
               Retirement Benefits in accordance with Article VI an amount
               which will provide for him the amount of the retirement income
               then accrued to him under the Plan, but not in excess of the
               benefit insured by the Pension Benefit Guaranty Corporation.

          (d)  There shall next be credited to each other Participant who would
               be entitled to additional retirement income in accordance with
               (a), (b), and (c) above, were such additional income not in
               excess of the amount insured by the Pension Benefit Guaranty
               Corporation, an amount which will provide for him the amount of
               retirement income then accrued to him under the Plan.

          (e)  There shall next be credited to each other Participant an amount
               which will provide for him the amount of retirement income then
               accrued to him under the Plan.

          Allocation in any of the above classes shall be adjusted for any
          allocation made to the same Participant under a prior class.

12.4      Determination of Funds Upon Termination.
          (a)  The application of the Fund on the foregoing basis shall be
               calculated as of the date on which the Plan shall terminate.
               When the calculation shall be completed, the respective interest
               in the Fund will be distributed to or on behalf of the
               respective Participants, Spouses and Beneficiaries under the
               Plan in the order stated in Section 12.3 only after the Employer
               has sent written notice to the Trustee, that all of the
               applicable requirements governing the termination of qualified
               retirement plans have been, or are being complied with or that
               appropriate authorizations, waivers, exemptions or variances
               have been, or are being, obtained.

          (b)  If the assets in the Fund on the date the Plan is terminated are
               not sufficient to provide in full the amounts required within
               classes (a), (b), (c), and (d) of Section 12.3, any benefit in
               excess of $10,000 paid within a 12-month period during the 36-
               month period immediately preceding the date of termination of
               the Plan to a Participant, Spouse or Beneficiary who owns
               10% or more of the outstanding voting stock of any Employer may
               be deemed a part of the Fund for purposes of allocation.

          (c)  If the assets are not sufficient to provide in full for the
               amounts required for a class in the order listed in Section
               12.3, the balance of the assets shall be allocated to each
               member of a class in the proportion which his amount bears to
               the total amount in such class.

          (d)  Distribution upon termination of the Plan may be in the form of
               an annuity contract, cash, or securities or other assets in kind
               as determined by the Retirement Board in a uniform
               nondiscriminatory manner and applicable to all Participants.

          (e)  Any funds remaining after the satisfaction of all liabilities to
               Participants, Spouses and Beneficiaries under the Plan shall be
               returned to the Employer.

12.5      Restriction on Benefits.  In the event of plan termination, the
          benefit of any highly compensated employee as defined in Code Section
          414(q) and highly compensated former employee is limited to a benefit
          that is nondiscriminatory under Code Section 401(a)(4).

12.6      Right to Accrued Benefits.  Any other provision of the Plan
          notwithstanding,  upon termination or partial termination of the
          Plan, the right of each Participant to benefits accrued to the date
          of such termination or partial termination to the extent then funded
          or to the extent guaranteed by the Pension Benefit Guaranty
          Corporation shall be nonforfeitable.

                                   ARTICLE XIII
                               GENERAL PROVISIONS


13.1      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 each Employer and the
          continuance of this Plan and the payment of contributions hereunder
          are not to be regarded as contractual obligations of any Employer,
          and no 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 Employer and any Employee
          or to be a consideration for, or an inducement for, the employment of
          any Employee by any 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.

13.2      Payments to Minor and Incompetents.  If any Participant, Spouse or
          Beneficiary entitled to receive any benefits hereunder is a minor or
          is deemed by the Retirement Board 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 Retirement
          Board 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.

13.3      Non-Alienation of Benefits.  No amount payable to, or held under the
          Plan for the account of, any 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 Retirement Board 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 Retirement Board and shall include such other
          provisions as the Retirement Board 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.

13.4      Evidence of Survival.  If the Retirement Board, or the Trustees with
          the assistance of the Retirement Board, cannot make payment of any
          amount to, or on behalf of, a Participant within five years after
          such amount becomes payable because the identity or whereabouts of
          such Participant cannot be ascertained, the Retirement Board, at the
          end of such five-year period, may direct that all unpaid amounts
          which would have been payable to or on behalf of such Participant be
          paid to the legal Spouse of the Participant if found and living at
          such time, or if such legal Spouse cannot be found or is not living
          at such time, in equal shares to such of the children of the
          Participant who can be found and are living at such time, or if none
          of such children can be found or if none are living at such time, to
          such other relative or relatives of the Participant as the Retirement
          Board may deem proper.

13.5      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.

13.6      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.

13.7      Leased Employees.  Any individual who performs services for the
          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 the requirements enumerated in Code
          Section 414(n)(3), be considered an Employee of the Employer 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 of the Employer 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 of the Employer for
          purposes of this Section 13.7 shall not be eligible to participate in
          the Plan unless specifically provided for in Article II.

13.8      Construction of Agreement.  This Plan shall be administered,
          construed, and enforced according to the laws of the 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.

                                    ARTICLE XIV
                            TOP-HEAVY PLAN PROVISIONS


14.1      General Rule.  For any Plan Year for which this Plan is a "top-heavy
          plan" as defined in Section 14.5, any other provisions of the Plan to
          the contrary notwithstanding, the Plan shall be subject to the
          following provisions:

          (a)  The vesting provisions of Section 14.2.
          (b)  The minimum benefit provisions of Section 14.3.
          (c)  The limitation on benefits set by Section 14.4.

14.2      Vesting Provisions.  Each Participant who (i) has completed at least
          an Hour of Service during any Plan Year in which the Plan is top-
          heavy and (ii) has completed the number of Years of Vesting Service
          specified in the following table, shall have a nonforfeitable right
          to the percentage of his Accrued Benefit specified as follows:


                                      Nonforfeitable Percentage
          Years of Vesting Service        of Accrued Benefit

             Less than 1                          0%
             1 but less than                    220%
             2 but less than                    340%
             3 but less than                    460%
             4 but less than                    580%
             5 or more                          100%

          If the Plan ceases to be "top-heavy", each Participant with three or
more Years of Service, whether or not consecutive, shall have the right to
elect to remain under the vesting schedule hereunder or to have the vesting
provisions of Section 6.2 be applicable.  Each such Participant shall have the
right to elect the applicable schedule within 60 days after the day the
Participant is issued written notice by the Retirement Board, or as otherwise
provided in accordance with regulations issued under the provision of the Code,
relating to changes in the vesting schedule.

          For all other Participants, the vesting provisions of Section 6.2
shall be applicable once the Plan ceases to be "top heavy".  This provision
shall not cause a Participant's vested percentage to be reduced.

14.3      Minimum Benefit Provisions.  Each Participant who (i) is a "non-key
          employee" (as defined in Section 14.7) and (ii) has completed 1,000
          Hours of Service in any Plan Year shall be entitled to an annual
          retirement income equal to 2% of the Participant's average annual
          Compensation in the "testing period" multiplied by his Years of
          Service during which the Plan is top heavy, up to a maximum of 20%.
          For purposes of this Section 14.3, "testing period" means the period
          of five consecutive Years of Vesting Service during which the
          Participant had the highest aggregate Earnings, provided that
          Earnings for any Plan Year after the close of the Plan Year in which
          the Plan was last top-heavy shall be disregarded.

14.4      Limitation on Benefits.  In the event that the Employer also
          maintains a defined contribution plan providing contributions on
          behalf of Participants in 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"
               (as defined in Section 14.5) if "90 percent" were substituted
               for "60 percent," then the minimum benefit described in Section
               14.3 means the lesser of 3% of average annual Earnings in the
               "testing period" multiplied by the Participant's Years of
               Service during which the Plan is "top heavy", up to a maxi-
               mum of 30%.

          (b)  If for the Plan Year this Plan would continue to be a "top-heavy
               plan" (as defined in Section 14.5) if "90 percent" were
               substituted for "60 percent," then the denominator of both the
               defined contribution plan fraction and the defined benefit plan
               fraction shall be calculated as set forth in Section 3.3(b)
               for 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 Employer contributions, forfeitures or
               voluntary contributions allocated or any accruals for such
               individual under the defined benefit plan.

14.5      Top-heavy Plan Definition.  This Plan shall be a "top-heavy plan" for
          any Plan Year if, as of the determination date, the present value of
          the Accrued Benefits under the Plan for Participants (including
          former Participants) who are "key employees" (as defined in Section
          14.6) exceeds 60 percent of the present value of Accrued Benefits for
          all Participants (excluding former "key employees"), 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 this Article XIV,

          (a)  "Determination date" means 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)  Present value of Accrued Benefits shall be determined as of the
               most recent valuation date that is within the 12-month period
               ending on the determination date and as described under the
               Code.

          (c)  "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.

          (d)  "Aggregation group" means the group of plans, if any, that
               includes both the group of plans that are required to be
               aggregated and 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:  each plan of the
                     Employer in which a key employee is a participant,
                     including collectively-bargained plans; and each other
                     plan of the 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
                     that is not part of the required aggregation group and
                     that the Retirement Board 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 officers, shareholders or the highly-
                     compensated and to meet the minimum participation
                     standards under the Code.

          (e)  "Top-heavy group" means 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, excluding former "key employees,"
               under all such defined benefit plans plus the aggregate accounts
               for all employees, under such defined contribution plans.  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.

          (f)  In determining whether this Plan constitutes a "top-heavy plan",
               the Retirement Board shall make the following adjustments in
               connection therewith:

               (i) When more than one plan is aggregated, the Retirement Board
                   shall determine separately for each plan as of each plan's
                   determination date the present value of the accrued benefits
                   or account balance.  The results shall then be aggregated by
                   adding the results of each plan as of the determination
                   dates for such plans that fall within the same calendar
                   year.


              (ii) In determining the present value of the 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.

             (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 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 or 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 or such
                          account.

               (iv) Further, in making such determination, in any case where an
                    individual is a "non-key employee" (as defined in Section
                    14.7) with respect to an applicable plan, but was a "key
                    employee" with respect to such plan for any prior plan
                    year, any Accrued Benefit and any account of such Employee
                    shall be altogether disregarded.  For this purpose, to the
                    extent that a key employee is deemed to be a "key employee"
                    if he met the definition thereof within any of the four
                    preceding plan years, this provision shall apply following
                    the end of such period of time.

               (v)   Further, in making such determination, the accrued benefit
                     of an Employee other than a Key Employee shall be
                     determined under (i) the method, if any, that uniformly
                     applies for accrual purposes under all plans maintained by
                     the Employer and its Affiliated Employers, or (ii) if
                     there is no such method, as if such benefit accrued not
                     more rapidly than the slowest accrual rate permitted under
                     the fractional accrual rule of Section 411(b)(1)(C) of the
                     Code.

14.6      Key Employee.  The term "key employee" means any Employee or former
          Employee who would be considered a key employee under Section
          416(i)(1) of the Code excluding any individual who has not performed
          services for the Employer or any of its Affiliated Employers during
          the five-year period ending on a particular "determination date".

14.7      Non-Key Employee.  The term "non-key employee" means any Employee
          (and any beneficiary of an Employee) who is not a "key employee".  An
          individual who has not performed services for the Employer or any of
          its Affiliated Employers during the five-year period ending on a
          particular "determination date", however, shall not be considered a
          "non-key employee".


IN WITNESS WHEREOF, the Employer 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/ William F. O'Connor
William F. O'Connor
Secretary

(CORPORATE SEAL)


                              ADDENDUM NUMBER ONE
                                     TO THE
                           EMPLOYEES' RETIREMENT PLAN
                                       OF
            EASTERN UTILITIES ASSOCIATES AND ITS AFFILIATED COMPANIES


The provisions set forth in the Plan document shall govern participation in the
Plan and the calculation of benefits.  The following provisions outlined in
this Addendum shall set forth the rules specifically relating to participation
and benefit accruals for employees of Newport Electric Corporation who are
considered Employees hereunder as a result of the merger of this Plan into the
Newport Electric Corporation Pension Plan effective as of January 1, 1991.  To
the extent not specifically indicated otherwise in the Addendum, the provisions
of the Plan shall be applicable with respect to Employees who are employed by
Newport Electric Corporation.

I.       DEFINITIONS
         A.0.0 "Actuarial Equivalent" shall mean, for the purpose of
                determining benefits described in this Addendum Number One, a
                benefit of equivalent value to another benefit determined on
                the basis of the factors set forth in Appendix B attached
                hereto.

         A.1.0 "Average Monthly Earnings" shall mean, other than for the
                purpose of determining a Participant's Death Benefit and
                Termination Benefit, the average of the Employee's Monthly
                Earnings received for the 60 consecutive calendar months of
                employment, or, in the case of a Participant who becomes or
                continues to be employed by the Employer on or after January
                1, 1987, the 36 consecutive calendar months of employment, of
                his greatest compensation in the 120-month period immediately
                preceding his retirement or any earlier date on which he
                becomes entitled to an immediate or deferred benefit under the
                Plan, excluding from such five or three year period, as the
                case may be, any period of absence which does not cause a One
                Year Break in Service (for vesting purposes) and for which he
                does not receive Monthly Earnings and any period of service
                which is excluded from his Credited Service.  In the case of a
                Participant who has not received Monthly Earnings for 60 (or
                36, if applicable) consecutive calendar months of employment in
                the aforementioned 120-month period, Average Monthly Earnings
                means the average of his Monthly Earnings during all of his
                months of employment during such 120-month period, not to
                exceed a total of 60 (or 36, if applicable) months.

         A.1.1 "Average Annual Earnings" shall mean for purposes of determining
                a Participant's Death Benefit and Termination Benefit:

               (a)  with respect to an Employee's service completed prior to
                    January 1, 1972, "Average Annual Earnings" means the
                    average of a Participant's compensation received during
                    calendar years 1968, 1969 and 1970.

               (b)  with respect to each calendar year of an Employee's
                    Credited Service completed on and after January 1, 1972,
                    "Average Annual Earnings" means 12 times the average of the
                    Participant's Monthly Earnings received during the calendar
                    year.

         A.1.2 "Death Benefit" shall mean, with respect to each Participant who
                has qualified for such benefit in accordance with the further
                provisions of this Addendum, an amount equal to the sum of (a)
                and (b), where it

               (a)  is 2.5% of his Average Annual Earnings up to $3,000 plus 5%
                    of his Average Annual Earnings over $3,000 for each year of
                    Credited Service completed prior to January 1, 1972; plus

               (b)  3.75% of his Average Annual Earnings up to $6,000 plus 5%
                    of his Average Annual Earnings over $6,000 for each year of
                    Credited Service completed on and after January 1, 1972.

         A.1.3 "Interest".  Each Participant's Death Benefit and Termination
                Benefit will be credited with interest at the rate of 3% until
                January 1, 1976, and 5% thereafter, compounded annually, from
                the January 1 next following the date such benefit is accrued
                to the first day of the month in which such benefits are
                withdrawn, or the Participant's date of retirement if earlier,
                provided, however, that if the Participant's date of retirement
                is his Early Retirement Date, his Death Benefit will be
                credited with interest to the first day of the month in which
                the earlier of his death or Annuity Starting Date occurs.

         A.1.4 "Monthly Earnings" shall mean an Employee's Earnings as payable
                on a monthly basis.  If an Employee customarily completes less
                than 2,080 Hours of Service in a Plan Year, his Earnings for a
                Plan Year shall be deemed to be his Total Monthly Earnings
                received for the Plan Year multiplied by a fraction, the
                numerator of which is 2,080 and the denominator of which is his
                actual Hours of Service for the Plan Year, not in excess of
                2,080.  The Employee's Monthly Earnings shall be deemed to be
                1/12th of such amount.

         A.1.5 "Termination Benefit" shall mean, with respect to each
                Participant who has qualified for such benefit in accordance
                with the further provisions of this Addendum, an amount equal
                to the sum of (a), (b) and (c), where it

               (a)  is 2.5% of his Average Annual Earnings up to $3,000 plus 5%
                    of his Average Annual Earnings over $3,000 for each year of
                    Credited Service completed prior to January 1, 1972; plus

               (b)  3.75% of his Average Annual Earnings up to $6,000 plus 5%
                    of his Average Annual Earnings over $6,000 for each year of
                    Credited Service completed on and after January 1, 1972 and
                    prior to January 1, 1982; plus

               (c)  3.75% of his Average Annual Earnings up to the maximum
                    amount subject to tax under the Federal Insurance
                    Contributions Act in each calendar year after December 31,
                    1981 (for calendar years commencing after December 31,
                    1990, the amount subject to old-age, survivors and
                    disability insurance under the Federal Insurance Contribu-
                    tions Act) plus 5% of his Average Annual Earnings in excess
                    of such maximum amount during his Credited Service after
                    December 31, 1981.

II.      SERVICE
         A.2.0 Years of Service.
               (a)  One Year of Service shall be credited to an Employee for
                    each Plan Year during which he is credited with at least
                    1,000 Hours of Service.

               (b)  Subject to Section 2.2 of the Plan, Years of Service shall
                    not include the following periods of employment:

                    (i)    Years of Service prior to September 1, 1974, if such
                           years would have been disregarded pursuant to the
                           break in service rules as in effect immediately
                           prior to such date;

                    (ii)   Years of Service credited prior to January 1, 1971,
                           unless the Employee is credited with at least three
                           Years of Service after December 31, 1970;

                    (iii)  Years of Service prior to a One Year Break in
                           Service unless the Employee is credited with a Year
                           of Service subsequent to his return to employment;

                    (iv)   Years of Service disregarded under the terms of the
                           Plan as in effect on December 31, 1985, with respect
                           to a One Year Break in Service that occurred prior
                           to January 1, 1986.

               (c)  For the purposes of this Addendum, a One Year Break in
                    Service shall mean a Plan Year during which an Employee is
                    credited with less than 501 Hours of Service.

               (d)  For the purpose of determining an Employee's eligibility to
                    participate in the Plan, a Year of Service shall mean a
                    "computation period" during which an Employee is credited
                    with at least 1,000 Hours of Service.  A computation period
                    for eligibility purposes is initially the 12-month period
                    beginning on an Employee's Employment Date.  If an Employee
                    does not complete a Year of Service during his initial
                    computation period, then computation period shall mean the
                    first Plan Year commencing on or after an Employee's first
                    anniversary of employment and each Plan Year thereafter.

               (e)  In the event that an Employee earns a Year of Service for
                    eligibility purposes and incurs a One Year Break in
                    Service, such service shall be recognized hereunder
                    provided his Years of Service for vesting purposes for the
                    same period are recognized pursuant to the break in service
                    rules set forth in Section 2.2 of the Plan.

         A.2.1 Credited Service.
               (a)  A Participant shall be credited with a year of Credited
                    Service for each Plan Year in which he is credited with at
                    least 2,080 Hours of Service.

               (b)  For the purposes of determining Credited Service under this
                    Addendum, the following periods of service will be
                    disregarded:

                    (i)    All service completed prior to the date the Employee
                           completed One Year of Service for eligibility
                           purposes.

                    (ii)   All service disregarded in computing the Employee's
                           Years of Service for vesting purposes.

                    (iii)  Any period of lay-off from employment in excess of
                           six months.

                    (iv)   Service performed by the Employee with respect to
                           which he received a distribution of his entire non-
                           forfeitable Accrued Benefit in an amount not more
                           than $3,500 upon termination of his participation in
                           the Plan, unless the Employee had received a
                           distribution in an amount less than the present
                           value of his Accrued Benefit and upon again becoming
                           a Participant, elects to repay to the Plan the full
                           amount of his distribution with interest, and makes
                           the full repayment, with interest at the rate
                           prescribed by Section 411(a)(7)(C) of the Code,
                           within 5 years of his date of reemployment.

                    (v)    Service performed by the Employee with respect to
                           which he elected to receive a distribution of his
                           Termination Benefit which was not less than the
                           present value of his non-forfeitable Accrued Benefit
                           upon termination of his participation in the Plan,
                           unless the Employee, upon again becoming a
                           Participant, elects to repay to the Plan the full
                           amount of his distribution with interest, and makes
                           the repayment with interest at the rate prescribed
                           by Section 411(a)(7)(C) of the Code, within the next
                           12 months.
                    (vi)   Service performed by the Employee while he is in a
                           class of employees not eligible to participate under
                           this Plan.

               (c)  If, upon termination of his participation in the Plan, an
                    Employee elected to receive a distribution of his
                    Termination Benefit which was less than the present value
                    of his non-forfeitable Accrued Benefit, and he again
                    becomes a Participant, the portion of his Accrued Benefit
                    based on Credited Service prior to such distribution shall
                    be multiplied by a fraction, the numerator of which is a
                    portion of the present value of his non-forfeitable Accrued
                    Benefit at the time of such termination of participation
                    which was not distributed to him and the denominator of
                    which is the Present Value of his non-forfeitable Accrued
                    Benefit at the time of such termination of participation,
                    unless the Employee, upon again becoming a Participant,
                    elects to repay the Plan the full amount of his
                    distribution with interest, and makes the repayment with
                    interest at the rate prescribed by Section 411(a)(7)(C) of
                    the Code before the earlier of:

                    (i)    the fifth anniversary of the Participant's
                           Reemployment Date; and

                    (ii)   the date the Participant incurs five consecutive One
                           Year Breaks in Service.

               (d)  Except for the year in which an Employee initially becomes
                    a Participant (or again becomes a Participant upon a
                    rehire) or for the year in which a Participant retires, if
                    a Participant completes less than 1,000 Hours of Service in
                    a Plan Year he shall receive no Credited Service for that
                    year.  If, in the Plan Year in which an Employee initially
                    becomes a Participant (or again becomes a Participant upon
                    a rehire) or in which a Participant retires, a Participant
                    completes less than 2,080 Hours of Service or, if in any
                    other Plan Year, he completes 1,000 or more Hours of
                    Service but less than 2,080 Hours, his Credited Service for
                    such year shall be obtained by dividing his Hours of
                    Service for such year by 2,080 and by rounding the
                    resulting quotient up to the next highest tenth of a year,
                    if such quotient is not an even multiple of a tenth of a
                    year.

         A.3.1 Eligibility Requirements.
               (a)  Any Employee of Newport Electric Corporation who is not
                    eligible to participate in the Newport Electric Corporation
                    Pension Plan on December 31, 1990, shall, subject to the
                    eligibility requirements set forth in Section 2.1, become
                    an Active Participant of the Plan.  Such Employee shall not
                    be eligible for any benefits described in this Addendum,
                    but shall, pursuant to the foregoing provisions and the
                    transfers provisions in Article II of the Plan, receive
                    credit for his employment with Newport Electric
                    Corporation.

               (b)  Any Employee of Newport Electric Corporation hired on or
                    after December 31, 1991, shall become an Active Participant
                    of the Plan pursuant to Section 2.1 of the Plan.  Such
                    Employee shall not be subject to the provisions of this
                    Addendum.

               (c)  Notwithstanding the foregoing provisions, any Employee of
                    Newport Electric Corporation who is a member of a
                    collective bargaining agreement shall participate in the
                    Plan, subject to the provisions of this Addendum and the
                    applicable terms of the collective bargaining
                    agreement.

               (d)  Any other Employee of Newport Electric Corporation who is
                    an Active Participant of the Newport Electric Corporation
                    Pension Plan on December 31, 1990, shall participate in the
                    Plan effective January 1, 1991 subject to the provisions of
                    this Addendum and any applicable collective bargaining
                    agreement.

         A.4.1 Transfers.  In the event that an Employee of Newport Electric
               Corporation who is an Active Participant of the Newport Electric
               Corporation Pension Plan transfers employment to the Employer,
               such Active Participant shall cease to accrue any benefits
               pursuant to this Addendum and shall be eligible for and
               participate in the Plan pursuant to the provisions thereof;
               provided, however, if such Active Participant is a member of a
               collective bargaining unit, the terms of his participation shall
               be subject to the terms of the collective bargaining agreement.

         A.5.1 Normal Retirement Benefit.  Subject to the minimum benefit
               provisions under this paragraph and the maximum benefit
               limitations under Section 3.3 of the Plan, the amount of monthly
               Retirement Benefit on the life annuity basis as described in
               Section 8.4 of the Plan to which a Participant is entitled to
               receive on his Normal Retirement Date is equal to:

               (a)  1.42% of the Participant's Average Monthly Earnings,
                    multiplied by

               (b)  the Participant's years of Credited Service.

               In no event shall a Participant's Retirement Benefit be less
               than the Retirement Benefit he accrued under the provisions of
               the Newport Electric Corporation Pension Plan as in effect on
               December 31, 1975.

         A.6.1 Early Retirement Benefit.
               (a)  An Active Participant who either has attained age 55 or has
                    completed 30 Years of Service may retire after satisfying
                    such requirement and prior to his Normal Retirement Date,
                    such date being his Early Retirement Date.

               (b)  If the Active Participant has attained age 62 on his Early
                    Retirement Date, the Retirement Benefit commencing on his
                    Early Retirement Date shall be equal to his Accrued Benefit
                    determined as of such date.

               (c)  If the Active Participant has not attained age 62 on his
                    Early Retirement Date but has attained age 55 and the sum
                    of his age and Years of Service equals at least 85, the
                    Retirement Benefit commencing on his Early Retirement Date
                    shall be equal to his Accrued Benefit determined as of such
                    date.

               (d)  If the Active Participant has completed 30 Years of Service
                    but has not attained age 55 on his Early Retirement Date,
                    his retirement annuity shall be deferred to commence on the
                    first day of the month coincident with or next following
                    the date the Participant attains his 55th birthday and
                    shall be equal to his Accrued Benefit determined as
                    of his Early Retirement Date.  Such Participant may,
                    however, elect to have his retirement annuity commence on
                    the first day of any calendar month between his Early
                    Retirement Date and the first day of the month coincident
                    with or next following his 55th birthday in an amount of
                    Actuarial Equivalent Value to his Accrued Benefit
                    commencing on the first day of the month coincident with or
                    next following his 55th birthday.  Such Actuarial
                    Equivalent Value shall be calculated on the basis of the
                    applicable factors in the Appendix.

               (e)  If the Participant has attained age 55 but has not attained
                    age 62 on his Early Retirement Date and the sum of his age
                    and Years of Service does not equal at least 85, his
                    Retirement Benefit shall be deferred to commence on his
                    Normal Retirement Date and shall be equal to his Accrued
                    Benefit determined as of his Early Retirement Date.  Such
                    Participant may, however, elect to have his Retirement
                    Benefit commence on the first day of any calendar month
                    between his Early Retirement Date and his Normal Retirement
                    Date.  In the event of such election, the Participant's
                    Retirement Benefit shall be equal to the product of (i) and
                    (ii) below; where:

                    (i)    equals the monthly amount of his Accrued Benefit
                           determined as of his Early Retirement Date, and

                    (ii)   equals the percentage determined from the schedule
                           below:

                                     Number of Years
                                   Benefit Commencement
                                   Date Precedes Normal
                                     Retirement Date            Percentage

                                          10                        75%
                                          9                         78
                                          8                         81
                                          7                         84
                                          6                         87
                                          5                         90
                                          4                         94
                                          3 or less                 100

                           If the number of years by which the commencement
                           date of the Retirement Benefit precedes Normal
                           Retirement Date is not an integer, the percentage is
                           determined by linear interpolation between the
                           percentages for the two nearer integral
                           number of years.

               (f)  Notwithstanding any provision of the Plan and this Addendum
                    Number One to the contrary, any reduction for a participant
                    who is eligible for an annuity under a Group Annuity
                    Contract applied to a Participant's Retirement Benefit as a
                    result of his early retirement hereunder shall be applied
                    in the same manner as described in Section 4.2.

         A.7.1 Postponed Retirement Benefit.  If a Participant retires on a
               Postponed Retirement Date, he shall be entitled to a Retirement
               Benefit equal to the greater of (a) and (b) below:

               (a)  his Accrued Benefit determined as of his Postponed
                    Retirement Date; and

               (b)  his Accrued Benefit determined as of his Normal Retirement
                    Date increased by an amount which is Actuarially Equivalent
                    in value to the monthly payments he would have received
                    during the period between his Normal and Postponed
                    Retirement Dates.

         A.8.1 Vested Termination.
               (a)  A Participant who terminates employment with all
                    Participating Employers prior to his Early Retirement Date
                    shall be entitled to a paid-up monthly retirement annuity
                    commencing on the date which otherwise would be his Normal
                    Retirement Date in the amount which can be provided with
                    his Termination Benefit with Interest.  Each such
                    Participant will be entitled to an additional monthly
                    annuity to be provided for such Participant on his Normal
                    Retirement Date in such amount as is necessary to provide a
                    total monthly annuity equal to the Participant's Accrued
                    Benefit as of his date of termination of employment or One
                    Year Break in Service, if sooner.

               (b)  (i)    A vested Participant shall have the right to elect
                    to receive

                           (A)  a lump sum payment equal to his Termination
                                Benefit with Interest as of the date he
                                terminated employment, or

                           (B)  a paid-up monthly retirement annuity in an
                                amount which can be provided with his
                                Termination Benefit with Interest in the form
                                of the normal form of annuity described in
                                Section 8.1 of the Plan.

                           Notwithstanding the foregoing, however, an election
                           by a married Participant of the lump sum or of an
                           annuity in the normal form under Section 8.1(b) of
                           the Plan shall be subject to spousal consent rules
                           outlined in Section 8.5 of the Plan.  Payment shall
                           be made as soon as practicable following the
                           Participant's termination of employment.  An
                           election to receive a Retirement Benefit pursuant to
                           this paragraph shall be made within the 90-day
                           period preceding payment and shall be made following
                           the receipt by the Participant of the notice
                           described in Section 8.2 of the Plan.

                    (ii)   In addition to the Termination Benefit, the
                           Participant will receive, commencing on his Normal
                           Retirement Date, a monthly Retirement Benefit, if
                           any, equal to his Accrued Benefit (determined as of
                           his termination of employment or One Year Break in
                           Service, if sooner) reduced by the Actuarial
                           Equivalent Value of his Termination Benefit with
                           Interest.  Such Actuarial Equivalent Value shall be
                           computed on the basis of the 1979 George B. Buck
                           Mortality Table for males rated back one year and an
                           interest rate of seven percent per year.

               (c)  If a vested Participant either incurs a One Year Break in
                    Service or terminates his employment, and he had not
                    reached the age or completed the service requirement for
                    early retirement, he may elect to receive his benefit at
                    any time after the first day of the month coincident with
                    or next following his 55th birthday and prior to his
                    Normal Retirement Date and receive a monthly Retirement
                    Benefit in an amount equal to the product of his Accrued
                    Benefit as of his date of termination of employment
                    multiplied by the appropriate percentage from the schedule
                    below:

                                 Number of Years
                              Annuity Starting Date
                                 Precedes Normal
                                 Retirement Date                Percentage

                                      10                          75.0%
                                       9                          78.0
                                       8                          81.0
                                       7                          84.0
                                       6                          87.0
                                       5                          90.0
                                       4                          94.0
                                       3                          95.0
                                       2                          97.0
                                       1                          98.5
                                       0                          100.0

         A.9.1 Permanent and Total Disability Benefit.

               (a)  A Participant shall be considered to be permanently and
                    totally disabled if he is unable to engage in any gainful
                    activity by reason of a medically determinable physical or
                    mental impairment which can be expected to result in death
                    or has lasted, or can be expected to last, for a continuous
                    period of not less than 12 months, and shall be conditioned
                    upon the Participant receiving disability benefits from the
                    Social Security Administration.  A Participant who has
                    applied for disability benefits under the Social Security
                    Act will be deemed eligible for such benefits pending
                    disposition of his application by the Social Security
                    Administration.

               (b)  A Participant who incurs a permanent and total disability
                    as defined in paragraph (a) above may elect to retire at
                    any time prior to his Normal Retirement Date, with such
                    date being known as his Disability Retirement Date.

               (c)  A Participant who retires on a Disability Retirement Date
                    shall be eligible to receive a Retirement Benefit
                    commencing on his Normal Retirement Date.  The amount of
                    his monthly disability payments will be equal to his
                    Accrued Benefit based on his Average Monthly Earnings and
                    Credited Service computed as if he had continued in
                    service until his Normal Retirement Date with Monthly
                    Earnings equal to his last rate of Monthly Earnings
                    immediately prior to his becoming permanently and totally
                    disabled.  In lieu of the benefit commencing on his Normal
                    Retirement Date, the Participant may elect to receive
                    monthly disability payments commencing on an Early
                    Retirement Date which shall be the first day of any
                    calendar month on or after his attainment of age 55.  Such
                    monthly amount shall be equal to his Accrued Benefit
                    computed as if he had continued in service to his Early
                    Retirement Date, multiplied by the applicable Early
                    Retirement percentage for the number of years that the
                    Annuity Starting Date precedes his Normal Retirement Date,
                    as set forth in Paragraph A.6.1 of this Addendum.  In the
                    event of the death, prior to the commencement of disability
                    benefit payments, a benefit shall be payable to his
                    surviving Spouse in accordance with Paragraph A.10 of this
                    Addendum, provided that the Participant became so disabled
                    after his attainment of age 55 or after his completion of
                    five Years of Service.  If such deceased Participant is not
                    survived by a Spouse or if he became permanently or totally
                    disabled prior to age 55 and prior to five Years of
                    Service, a Death Benefit shall be payable in accordance
                    with Paragraph A.10(e) of this Addendum.  In computing the
                    amount of the Death Benefit, it shall be assumed that the
                    Participant continued in service to his date of death with
                    Monthly Earnings equal to his last rate of Monthly Earnings
                    immediately prior to his becoming permanently and totally
                    disabled.

         A.10.0 Pre-Retirement Death Benefits.

                (a)  In the case of the death of a married Participant who
                     (whose):

                    (i)    dies while in the employ of a Participating Employer
                           on or after August 23, 1984 after he has attained
                           age 55 or has completed at least five Years of
                           Service, or

                    (ii)   retired with a deferred Early Retirement Benefit, or

                    (iii)  employment was terminated on or after January 1,
                           1976 but before August 23, 1984 after the completion
                           of 10 Years of Service and who dies on or after
                           January 1, 1986, or

                    (iv)   employment was terminated on or after August 23,
                           1984 after he had become vested in his Accrued
                           Benefit, but in each case before his Annuity
                           Starting Date,  a Spouse benefit will be payable to
                           his surviving Spouse for life, provided that the
                           Spouse shall have been married to the Participant
                           during the one-year period preceding his death.

               (b)  The spouse benefit shall commence on what would have been
                    the Participant's Normal Retirement Date.  However:

                    (i)    if the Participant dies in active service or while
                           accruing service under Paragraph A.9.1 of this
                           Addendum after having met the requirements for early
                           retirement, or after retiring early but before
                           payments commence, or in active service on or after
                           January 1, 1988 after completing 10 or more Years
                           of Service, the Spouse may elect to begin receiving
                           payments as of the first day of any month following
                           the Participant's date of death and prior to what
                           would have been his Normal Retirement Date; and

                    (ii)   in the case of the death of any other Participant
                           prior to attaining his Normal Retirement Date, the
                           Spouse may elect to begin receiving payments as of
                           the first day of any month following what would have
                           been the Participant's 55th birthday (or following
                           his date of death, if later) and prior to what would
                           have been his Normal Retirement Date.

               (c)  The spouse benefit shall be equal to:

                    (i)    in the case of the death of an Active Participant
                           who is in the employ of a Participating Employer on
                           or after January 1, 1988 and who has completed 10
                           Years of Service, 1/2 of the Participant's Accrued
                           Benefit as of the date of his death, reduced by 1/8%
                           for each month in excess of 60 that the Spouse is
                           younger than the Participant; and

                    (ii)   in the case of any other Participant, the amount of
                           benefit the Spouse would have received if the
                           Retirement Benefit to which the Participant was
                           entitled at his date of death had commenced on his
                           Normal Retirement Date in the form of a Joint and
                           Survivor Option (with a continuation of an amount
                           equal to 50% of the Participant's adjusted benefit
                           to his Spouse upon death) and the Participant had
                           died immediately thereafter, provided, however, if
                           the Spouse elects to commence payment prior to the
                           Participant's Normal Retirement Date, the Spouse
                           benefit shall be determined on the basis of the
                           amount of Retirement Benefit to which the
                           Participant would have been entitled if he had
                           requested benefit commencement at that earlier date,
                           reduced in accordance with Paragraph A.6.1 or A.8.1
                           of this Addendum, as applicable.

                           If prior to his Annuity Starting Date a Participant
                           has elected an optional form of retirement benefit
                           which provides for monthly payments to his Spouse
                           for life in an amount equal to at least 50% but not
                           more than 100% of the monthly amount payable under
                           the option for the life of the Participant, the
                           Spouse benefit shall be determined on the basis of
                           the amount of benefit the Spouse would have received
                           if the benefit to which the Participant was entitled
                           at his date of death had commenced on the date
                           elected by the Spouse in the optional form of
                           benefit elected by the Participant, if the resulting
                           benefit provides the Spouse with a greater benefit
                           than that provided under clause (i) or (ii) above,
                           as the case may be.

               (d)  In lieu of the monthly benefit provided under the foregoing
                    subparagraphs of this Paragraph A.10.0, the deceased
                    Participant's Spouse may elect to receive the amount of the
                    Participant's Death Benefit as of the date of his death.
                    In addition, a reduced monthly benefit shall be paid to the
                    Spouse, which shall be equal to the benefit computed under
                    subparagraph (c) above, reduced by an annuity of Actuarial
                    Equivalent Value to the Death Benefit.  Such Actuarial
                    Equivalent Value shall be computed on the basis of the UP-
                    1984 Mortality Table rated back three years and interest
                    rates specified by the Pension Benefit Guaranty Corporation
                    as applicable to pension plans terminated as of the date of
                    the Participant's death.

               (e)  Except as provided under any optional form of annuity
                    elected by the Participant, upon a Participant's death (for
                    whom a Spouse benefit as described in the above
                    subparagraphs is not in effect), his Beneficiary
                    or his estate, if no named Beneficiary survives him, will
                    be entitled to a payment of his Death Benefit with Interest
                    to the first day of the month in which the earlier of his
                    death or Retirement Date occurred, reduced by the sum of
                    any monthly retirement payments the Participant may have
                    received prior to his death.  However, if such Partici-
                    pant's retirement date is his Early Retirement Date, his
                    Death Benefit will be credited with Interest to the first
                    day of the month in which the earlier of his death or the
                    commencement date of his retirement annuity occurred.

         A.11.0 Optional Forms of Payment.
               (a)  Prior to an Annuity Starting Date, a Participant may elect,
                    pursuant to the applicable provisions of the Plan, an
                    optional form of payment for his Retirement Benefit as may
                    be available under Article VIII of the Plan and this
                    Paragraph A.11.0 of this Addendum.

               (b)  Contingent Annuitant Option.
                    (i)    A Participant may elect, by submitting an election
                           form to the Committee, to have his Retirement
                           Benefit converted to the Actuarial Equivalent of the
                           normal form under Section 8.1 of the Plan and paid
                           monthly during his life with the provision that
                           after his death, 50%, 66-2/3% or 100% of such
                           reduced Retirement Benefit will be payable to his
                           Contingent Annuitant during the remaining life of
                           such Contingent Annuitant.

                    (ii)   If a Participant elects the Contingent Annuitant
                           Option and his Contingent Annuitant dies before such
                           Participant's benefit actually commences and the
                           Participant does not change his election in
                           accordance with Section 8.2, his Retirement
                           Benefit shall be paid under the normal form under
                           Section 8.1.

                    (iii)  If a Participant elects the Contingent Annuitant
                           Option and dies before benefits commence to be paid
                           to him, his Beneficiary will not be entitled to any
                           rights or benefits under the Plan, except as
                           provided under Article VII of the Plan or Paragraph
                           A.10.0 of this Addendum.

                    (iv)   If a Participant elects the Contingent Annuitant
                           Option and his Beneficiary dies before his death,
                           but after the retirement of such Participant, such
                           Participant will continue to receive the reduced
                           Retirement Benefit payable to him in accordance
                           with such option.

               (c)  Life Annuity With 120 Monthly Guaranteed Payment Period
                    Option.  A Participant may elect, by submitting an election
                    form to the Committee, to have his Retirement Benefit paid
                    as a life annuity (as described in Section 8.4 of the Plan)
                    but guaranteed for a period of 120 months, with the
                    provision that if the Participant dies before payment of
                    the guaranteed installments, payment of any remaining
                    installments shall be paid to his Beneficiary.  Upon the
                    death of such Beneficiary before all remaining guaranteed
                    payments have been made, such remaining payments shall be
                    paid in an Actuarial Equivalent lump sum value to the
                    estate of the Beneficiary.  In the event that the
                    Beneficiary is not an individual or if the Participant so
                    elected, the Actuarial Equivalent lump sum value of any
                    guaranteed payments remaining as of the Participant's date
                    of death will be paid to the Beneficiary in lieu of the
                    continuation of payments.  If the Participant dies on or
                    after his Normal Retirement Date, but prior to his Annuity
                    Starting Date, his Beneficiary will be paid the present
                    value of the (120, whichever is elected) monthly payments
                    certain computed as of the date of death as if his
                    Retirement Benefit were to commence to him on his date of
                    death.  If the Participant dies prior to his Normal
                    Retirement Date or Annuity Starting Date, if earlier,
                    his election of this option will be inoperative.

               (d)  Social Security Adjustment Option.  (This option may be
                    elected only if the Participant's Annuity Starting Date
                    precedes his 62nd birthday.)

                    (i)    Under this option the Participant will receive
                           increased retirement annuity payments payable
                           between his Annuity Starting Date and his Social
                           Security Commencement Date and the amount of his
                           retirement annuity payments payable on and after his
                           Social Security Commencement Date will be reduced,
                           taking into consideration the benefit it is expected
                           he will receive commencing on his Social Security
                           Retirement Date under the Social Security Act, so as
                           to provide level retirement benefits during his
                           lifetime.  This option may be elected only if the
                           application of subparagraph (ii), below, results in
                           a yearly retirement annuity which is at least $60
                           more than the yearly amount of Old Age Insurance
                           Benefit used in subparagraph (ii).  The Social
                           Security Commencement Date shall be the first day of
                           the month in which a Participant attains his 62nd
                           birthday.

                    (ii)   The increased monthly amount of retirement annuity
                           payments payable between the Participant's Annuity
                           Starting Date and his Social Security Commencement
                           Date shall be equal to the sum of

                           (A)  the monthly amount of retirement annuity
                                otherwise payable to the Participant if this
                                election were not in effect, as determined
                                under Paragraph A.6.1 of this Addendum, and

                           (B)  the percentage, determined from the table
                                below, of the monthly amount of the Old Age
                                Insurance Benefit which it is expected the
                                Participant will be entitled to receive
                                commencing on his Social Security Commence-
                                ment Date under the Social Security Act.

            Social Security Adjustment Option Percentages

                   Age Nearest Birthday
                    on Retirement Date              Percentage
                           55                         50.7%

                           56                         55.6

                           57                         61.0

                           58                         67.1

                           59                         73.9

                           60                         81.5

                           61                         90.2

                           62                         100.0

                    (iii)  The reduced monthly amount of retirement annuity
                           payments payable on and after the Participant's
                           Social Security Commencement Date shall be equal to
                           the excess of

                           (A)  the increase monthly amount of the retirement
                                annuity payments payable to the Participant
                                until his Social Security Commencement Date,
                                and

                           (B)  the monthly amount of Old Age Insurance Benefit
                                which it is expected the Participant will be
                                entitled to receive commencing on his Social
                                Security Commencement Date under the Social
                                Security Act, as assumed for the purposes of
                                subparagraph (ii).

                                ADDENDUM NUMBER TWO
                                     TO THE
                           EMPLOYEES' RETIREMENT PLAN
                                       OF
            EASTERN UTILITIES ASSOCIATES AND ITS AFFILIATED COMPANIES


CERTAIN CHANGES WITH RESPECT TO EMPLOYEES OF NEWPORT ELECTRIC
CORPORATION WHO ARE COVERED BY THE TERMS OF A COLLECTIVE
BARGAINING AGREEMENT

The provisions set forth in the Plan document shall govern participation in the
Plan and the calculation of benefits.  The foregoing provisions outlined in
this Addendum Number Two shall set forth certain provisions relating
specifically to employees of Newport Electric Corporation (hereinafter referred
to as NEC) covered by the terms of a collective bargaining agreement and who
are considered Employees hereunder as a result of the merger of this Plan into
the Newport Electric Corporation Pension Plan (hereinafter referred to as the
NEC Plan) effective as of January 1, 1991.  These provisions reflect changes
agreed to in the collective bargaining agreement applicable to the period
September 2, 1991 through September 1, 1993 between NEC and the Brotherhood of
Utility Workers of New England, Inc. Local 335 (hereinafter referred to as the
Bargaining Agreement).

B.1.0    Participation and Application of Plan Provisions.  Each NEC employee
         covered by the terms of the Bargaining Agreement who became a
         Participant in the Plan on or prior to September 2, 1991, pursuant to
         Section 2.01 of the NEC Plan document, shall continue to be subject to
         the terms and provisions of the NEC Plan document, but as modified
         pursuant to Sections B.1.1 through B.1.4 below.  Each NEC employee
         covered by the terms of the Bargaining Agreement who has not become a
         Participant in the Plan on or prior to September 2, 1991, pursuant to
         Section 2.01 of the NEC Plan document, shall become a Participant of
         the Plan pursuant to Section 2.1 of this Plan and shall be subject to
         all of the terms and provisions of this Plan rather than the NEC Plan
         document.

B.1.1    Termination Benefit.  The Termination Benefit described in Section
         A.1.5 of this Plan shall cease to accrue effective September 2, 1991
         with respect to any NEC employee covered by the Bargaining Agreement.
         Any such employee who has accrued a Termination Benefit as of
         September 2, 1991 shall continue to retain such Benefit, subject to
         the vesting rules with respect thereto, and such accrued Termination
         Benefit shall be credited with interest pursuant to Section A.1.3 of
         this Plan.

B.1.2    Death Benefit.1  The Death Benefit described in Section A.1.2 of this
         Plan is eliminated effective September 2, 1991 with respect to any NEC
         employee covered by the Bargaining Agreement.

B.1.3    Special Rules for Contingent Annuitant Annuity.1  In the case of a NEC
         employee covered by the Bargaining Agreement who commences receiving
         benefits on or after September 2, 1991 in the form of a contingent
         annuity option as described in Section A.11.0(b) of this Plan and
         whose contingent annuitant predeceases the retired employee within one
         year after benefits commence, the amount payable under the contingent
         annuitant option shall be increased on the first of the month
         following the contingent annuitant's death to the amount which would
         have been payable to the retired employee as a single life annuity and
         such amount shall be payable to the retired employee for the balance
         of his lifetime.

B.1.4    Pre-Retirement Spouse Benefit May Commence On or After Participant's
         50th Birthday.  In the case of the death of a married Participant
         occurring after September 2, 1991 and prior to age 55, the
         Participant's spouse may elect to receive the pre-retirement spouse
         benefit described in Section 3.04 of the NEC Plan document commencing
         as of the first day of any month following the later of the
         Participant's date of death or the date the Participant would have
         attained age 50.  In the event payment of the spouse benefit commences
         prior to the date the Participant would have attained age 55, the
         amount of the spouse benefit shall be determined as the product of (i)
         the amount which would have been payable to the spouse under the 50%
         contingent annuitant option had the Participant died at age 65 with
         his spouse designated as the contingent annuitant, and (ii) the factor
         determined according to the following table:

            Participant's Nearest Birthday
            at Time Pre-Retirement Spouse
                   Benefit Commences                  Factor

                     50                                .35
                     51                                .38
                     52                                .41
                     53                                .44
                     54                                .47

       Except as modified pursuant to this Section B.1.4, the pre-retirement
       spouse benefit described in the NEC Plan document shall continue to
       apply.

                               ADDENDUM NUMBER THREE
                                     TO THE
                           EMPLOYEES' RETIREMENT PLAN
                                       OF
            EASTERN UTILITIES ASSOCIATES AND ITS AFFILIATED COMPANIES


APPLICATION OF PLAN TO NON-UNION EMPLOYEES
OF NEWPORT ELECTRIC CORPORATION

The provisions set forth in the Plan document shall govern participation in the
Plan and the calculation of benefits.  The following provisions outlined in
this Addendum Number Three shall set forth certain provisions relating
specifically to certain non-union employees of Newport Electric Corporation
(hereinafter referred to as NEC) who are considered Employees hereunder as a
result of the merger of this Plan into the Newport Electric Corporation Pension
Plan (hereinafter referred to as the NEC Plan) effective as of January 1, 1991.
The following provisions of this Addendum Number Three are effective March 1,
1992.

C.1.0     Application of Addendum.  This Addendum shall apply to all NEC Plan
          non-union participants except those participants on March 1, 1992 for
          whom, on or prior to December 31, 1996, the sum of their attained age
          and Years of Service (as defined in the NEC Plan document) will total
          at least eighty-five.  A NEC Plan non-union participant to whom this
          Addendum does not apply shall be entitled to benefits according to
          the NEC Plan as in effect prior to the adoption of this Addendum.

C.1.1     Application of Plan to NEC Non-Union Participants Covered by
          Addendum.  Effective March 1, 1992, NEC Plan non-union participants
          to whom this Addendum applies shall cease to accrue benefits under
          the terms and provisions of the NEC Plan.  On or after March 1, 1992,
          the benefit payable with respect to NEC Plan non-union participants
          to whom this Addendum applies shall be determined according to (i) or
          (ii) below, whichever produces the greatest benefit:

          (a)    The benefit calculated under the terms and provisions of this
                 Plan as in effect prior to December 31, 1990 and as
                 subsequently amended from time to time taking into
                 consideration all of his Years of Credited Service, including
                 Years of Credited Service recognized under the NEC Plan
                 document for periods prior to March 1, 1992.

          (b)    The benefit computed with reference to his accrued benefit as
                 of February 28, 1992, as calculated under the terms and
                 provisions of the NEC Plan document, plus the benefit, if any,
                 computed with reference to the benefit accrued under the terms
                 and provisions of this Plan with respect to Years of Credited
                 Service after February 28, 1992.

          To the extent a benefit is computed according to the terms and
          provisions of the NEC Plan document or this Plan document, all terms
          and provisions of the document shall apply to the benefit so
          computed, including for example, early retirement reduction factors,
          actuarial equivalent factors, and rules for determining Years of
          Credited Service.

          Except as modified by this Addendum Number Three, the terms of the
          NEC Plan as in effect prior to the adoption of this Addendum shall
          continue to apply.


                                                     APPENDIX A

                 TABLE I - REVISED JULY 1, 1991
    EASTERN UTILITIES ASSOCIATES EMPLOYEES' RETIREMENT PLAN
             REDUCTION FACTORS FOR EARLY RETIREMENT
  TO BE USED IF PARTICIPANTS AGE PLUS SERVICE IS LESS THAN 85

                                                      APPENDIX A

                 TABLE I - REVISED JULY 1, 1991
    EASTERN UTILITIES ASSOCIATES EMPLOYEES' RETIREMENT PLAN
             REDUCTION FACTORS FOR EARLY RETIREMENT
TO BE USED IF PARTICIPANTS AGE PLUS SERVICE IS GREATER THAN OR EQUAL
TO 85

                                                         APPENDIX A

                    TABLE I - REVISED 8/1/91
                    FOR USE PRIOR TO 7/1/91
    EASTERN UTILITIES ASSOCIATES EMPLOYEES' RETIREMENT PLAN
                 REDUCTION FOR EARLY RETIREMENT

                                                         APPENDIX A

          TABLE II - OPTION 1 (EFFECTIVE AUGUST 1, 1983)
                   EASTERN UTILITIES ASSOCIATES
FACTORS TO BE APPLIED TO EMPLOYEE'S RETIREMENT INCOME TO DETERMINE
INCOME UNDER CONTINGENT ANNUITANT OPTION IF 100% OF SUCH INCOME IS
CONTINUED TO CONTINGENT ANNUITANT


                                              APPENDIX A

TABLE II - OPTION 1 (EFFECTIVE AUGUST 1, 1983)
                   EASTERN UTILITIES ASSOCIATES
FACTORS TO BE APPLIED TO EMPLOYEE'S RETIREMENT INCOME TO DETERMINE
INCOME UNDER CONTINGENT ANNUITANT OPTION IF 50% OF SUCH INCOME IS
CONTINUED TO CONTINGENT ANNUITANT

                                                        APPENDIX B
                   NEWPORT ELECTRIC CORPORATION
                           PENSION PLAN
             TEN YEAR CERTAIN AND LIFE OPTION FACTORS

                                                   APPENDIX B
                   NEWPORT ELECTRIC CORPORATION
                           PENSION PLAN
              50% JOINT AND SURVIVOR OPTION FACTORS

                                                   APPENDIX B
                   NEWPORT ELECTRIC CORPORATION
                           PENSION PLAN
            66-2/3% JOINT AND SURVIVOR OPTION FACTORS


                                                     APPENDIX B
                   NEWPORT ELECTRIC CORPORATION

                           PENSION PLAN

              100% JOINT AND SURVIVOR OPTION FACTORS


            NEWPORT ELECTRIC CORPORATION PENSION PLAN

                  ACTUARIAL EQUIVALENT FACTORS

         FOR DETERMINING BENEFITS PAYABLE UNDER A.6.1(d)