Exhibit 10.1
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                        EASTERN ENTERPRISES HEADQUARTERS
                                RETIREMENT PLAN


                                   Amendment
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         Pursuant  to  Section  14.01 of the  Eastern  Enterprises  Headquarters
Retirement Plan, said Plan is hereby amended as follows:

         1.  Effective July 1, 1995, Article XIII of said Plan is amended by
      inserting a new Section 13.12 at the end thereof, as follows:

         "13.12  Investment in Master  Trust.  Notwithstanding  anything  herein
         contained to the  contrary,  the assets of the Plan may be  transferred
         to,  invested in or withdrawn  from any trust which has been  qualified
         under  Section  401(a) and is exempt under  Section  501(a) of the Code
         established  as a  medium  for the  collective  investment  of funds of
         pension,  profit sharing or other employee benefit trust established by
         Eastern,  or any of its subsidiaries or affiliates.  Any such trust may
         provide, among other things, for the separate investment of any portion
         thereof and the allocation to any such separately  invested  portion of
         any  part  of  the  interest  of any  employee  benefit  plan  invested
         thereunder and for the  designation of an investment  manager to direct
         the Trustee in the exercise of the power  granted to it with respect to
         such  separately  invested  portion.  The  provisions of any such trust
         shall be deemed to have been adopted and made a part of this Plan."



         Executed as of this 27th day of April, 1995.


                              EASTERN ENTERPRISES


                              By:     s/s L. William Law, Jr.
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                              Title:  Senior Vice President and General Counsel
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