FIFTH AMENDMENT
TO THE
EMPLOYEES' RETIREMENT PLAN
OF
EASTERN UTILITIES ASSOCIATES
AND ITS AFFILIATED COMPANIES

WHEREAS, Eastern Utilities Associates (the "Employer") previously established
the Employees' Retirement Plan of Eastern Utilities Associates and Its
Affiliated Companies (the "Plan"); and

WHEREAS, the Employer amended and restated the Plan effective January 1, 1989;
and

WHEREAS, the Employer has reserved the right to amend the Plan from time to
time under Section 12.1 of the Plan;

NOW, THEREFORE, in accordance with and pursuant to the foregoing, the Plan is
amended effective as of July 1, 1999, as follows:
    1. The following Section 8.8(e) shall be added after Section 8.8(d):
         (1) The amount of all Retirement Benefits paid to Participants as of
             June 30, 1999 who retired under the Plan before July 1, 1992,
             including Contingent Annuitant benefits, and Spouse's death
             benefits being paid as of that date shall be increased by 1 0%
             commencing July 1, 1999.
         (2) The amount of all Retirement Benefits being paid to Participants
             as of June 30, 1999 who retired under the Plan on or after July 1,
             1992, including Contingent Annuitant Benefits and Spouse's death
             benefits being paid as of that date, shall be increased by 5%
             commencing July 1, 1999.
         (3) The minimum increase payable under Section 8.8(e)(1) and (2)  to
             an individual entitled to a benefit increase shall in no event be
             less than $25 per month.
         (4) Notwithstanding anything to the contrary in this Section 8.8 (e),
             the increase provided hereunder shall not cover:

             (i) participants covered under the Special 1995 Voluntary
                 Retirement Incentive as set forth in the First Amendment to
                 the 1989 Restated Plan;
            (ii) participants covered under the 1997 Early Retirement Incentive
                 Program who at any time received monthly benefits under
                 Section 3.2 thereof;
           (iii) any contingent annuitant or spouse beneficiary receiving
                 benefits  following the death of a participant described in
                 (i) or (ii) above.
            (iv) any participant who retired after January 1, 1995 and was not
                 included in (i), (ii) or (iii) of this paragraph, and who
                 received an enhanced age and/or years of service in their
                 pension calculation, whether or not such enhancement was paid
                 or payable by the company or the Plan.

     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 15th day of March, 1999.

                                        EASTERN UTILITIES ASSOCIATES


                                        By:/s/Donald G. Pardus
                                              Donald G. Pardus
                                              Chairman

ATTEST:


/s/ Clifford J. Hebert, Jr.
Clifford J. Hebert, Jr.
Secretary


(corporate seal)