Exhibit 10.2
------------
EASTERN ENTERPRISES
Amendment to Trust Agreement
----------------------------
WHEREAS, Eastern Enterprises ("Eastern") and Shawmut Bank, as trustee,
heretofore established a so-called rabbi trust (the "Trust") pursuant to an
agreement dated January 29, 1987, as amended by an instrument dated February 21,
1991 (the "Agreement") to provide for the payment of benefits under Eastern's
Supplemental Executive Retirement Plan and Retirement Plan for Non-Employee
Trustees; and
WHEREAS, Eastern wishes to amend the Agreement to reflect the appointment of Key
Trust Company of Ohio, N.A., as successor trustee and to make certain other
changes to the Agreement; and
WHEREAS, Eastern reserves the right to amend the Agreement pursuant to Section
10(a) thereof;
NOW, THEREFORE, in consideration of the premises, the Agreement is hereby
amended as follows effective as of July 1, 1995:
1. All references to Shawmut Bank of Boston, N.A. are hereby changed to Key
Trust Company of Ohio, N.A.
2. The last sentence of section 7(a) is hereby restated to read as follows:
"The Association shall indemnify the Trustee from any
liability and expenses, including attorneys' fees, reasonably
incurred by the Trustee on account of actions taken or omitted
by the Trustee in accordance with such direction given by the
Association or an investment manager."
3. Section 9 is hereby restated as follows:
"Section 9. Replacement of the Trustee. The Trustee may be
removed at any time by the Association, or may resign, in
either case by notice in writing. In the case of the removal
or the resignation of the Trustee prior to a Change of
Control, a new corporate trustee, which shall be independent
and not subject to the control of either the Association or
any Trust Beneficiary, shall be appointed by the Association.
Following a Change in Control the Trustee cannot be removed by
the Association. If the Trustee resigns following a Change in
Control, it shall apply to a court of competent jurisdiction
for an order appointing a successor trustee, which shall be a
corporate trustee independent and not subject to the control
of either the Association or any Trust Beneficiary."
4. Section 12 is hereby restated as follows:
"Section 12. Governing Law. This Trust Agreement shall be
governed by and construed in accordance with the laws of
Ohio."
5. The Trustee hereby accepts its appointment as Trustee under the Agreement.
In all other respects, the Agreement and the Trust are hereby ratified,
confirmed and continued.
KEY TRUST COMPANY OF OHIO, N.A. EASTERN ENTERPRISES
By: s/s Meg H. Halloran, Trust Office By: s/s Jean A. Scholtens, VP & Treas.
--------------------------------- ---------------------------------
And: s/s Jocelyn Ruf, V.P. And:s/s L. William Law, Jr., SVP
-------------------------------- ---------------------------------
Date: 5/4/95 Date:@ 4-28-95
-------------------------------- ---------------------------------