EMPLOYEES' RETIREMENT PLAN OF EASTERN UTILITIES ASSOCIATES

                   AND ITS AFFILIATED COMPANIES

            FIRST AMENDMENT TO THE 1989 RESTATED PLAN


WHEREAS, Eastern Utilities Associates amended and restated its pension plan
known as the "Employees' Retirement Plan of Eastern Utilities Associates and
its Affiliated Companies" effective as of January 1, 1989 (hereinafter
sometimes referred to as the "Plan"); and

WHEREAS, the Association wishes to make certain additional amendments to said
Plan; and

WHEREAS, by Article 12 of the Plan the power to modify or amend the Plan is
reserved to the Board of Trustees of Eastern Utilities Associates subject to
certain conditions not here applicable.

NOW THEREFORE, said Plan is hereby further amended effective as of June 1, 1995
by adding a new section 4.5 to read as follows:

4.5  Special 1995 Voluntary Retirement Incentive.

     (a)       Subject to the maximum benefit limitation of Section 3.3, a
               Special 1995 Voluntary Retirement Incentive shall be available
               to a Participant who is not employed at Newport Electric
               Corporation who:

        (i)    is an Active Participant on January 1, 1995;

        (ii)   will have attained at least age 55 during 1995;

        (iii)  will have completed at least 10 Years of Vesting Service during
               1995; and

        (iv)   is less than 61 years of age during 1995 or will have completed
               less than 35 Years of Vesting Service during 1995;

        or to a Participant who is employed at Newport Electric Corporation
        who:

        (i)    will have attained at least age 55 during 1995;

        (ii)   will have completed at least 10 Years of Vesting Service during
               1995; and is either case, such Participant:

        (i)    is employed in a job classification of "monthly paid exempt
               employee" which the Employer has designated as eligible for this
               special benefit;

        (ii)   is not a highly compensated employee, which within the meaning
               of section 414(q) of the Code; and

        (iii)  elects to retire hereunder effective no later than June 1, 1995
               (or such later date as determined by the Company, but in no
               event later than May 31, 1996) in accordance with procedures
               established by the Retirement Board.

     (b)       The monthly Special 1995 Voluntary Retirement Incentive of an
               eligible Participant who elects to retire hereunder shall be
               equal to his Voluntary Retirement Incentive determined under
               Section 4.2 or Section A.6.1, whichever is applicable, as of his
               Early Retirement Date, based on:

        (i)    his Years of Benefit Service on such date plus five additional
               years of such service, and

        (ii)   his age on such date plus five additional years for purposes of
               determining the appropriate early retirement reduction factor in
               the Appendix.

     (c)       A participant who elects to retire hereunder may be entitled to
               an additional supplemental monthly benefit of $600.  Such
               supplemental monthly benefit shall be payable for the period
               beginning on the Participant's Early Retirement Date and ending
               on the earlier of his death or with the payment due for the
               month before which the Participant attains age 62.  No
               supplemental monthly benefit shall be payable for a Participant
               who has attained age 62 as of his Early Retirement Date.

     (d)       For participants (a) above who retire after June 1, 1995, the
               actuarial equivalent at retirement of the increased benefits
               provided under (b) and (c) above shall not be less than the
               actuarial equivalent of such amounts calculated as of June 1,
               1995.

     (e)       For participants who retired on or after March 1, 1995, and who
               elected such retirement prior to the announcement of this
               Section 4.5 and who met the applicable requirements described in
               (a) above will be eligible for the benefits described in (b) and
               (c) above with such increases in benefit amounts payable
               beginning June 1, 1995.

     (f)       The Special 1995 Voluntary Retirement Incentive shall be in lieu
               of any other benefit payable under the Plan and shall be payable
               in accordance with Article VII and Section A.11.0 if applicable,
               except that the additional supplemental monthly benefit of $600
               will be paid in accordance with (c) above.


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 30 Day of November, 1995.


                                   EASTERN UTILITIES ASSOCIATES


                                   By/s/ John R. Stevens
                                         John R. Stevens
                                         President


ATTEST:

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

(CORPORATE SEAL)