EASTERN ENTERPRISES
Restricted Stock Plan for Non-Employee Trustees
Amendment
Pursuant to Section 9 of the Eastern Enterprises Restricted Stock Plan
for Non-Employee Trustees (the "Plan), the Plan is hereby amended as follows:
1. The first sentence of Section 6(c) is amended by inserting the phrase
"or Section 11" after the phrase "Section 6(d)" therein.
2. The first sentence of Section 6(e) is amended to provide as follows:
"In the event that a Participant resigns from the Board of Trustees or
declines to stand for re-election to the Board of Trustees, not due to
the Participant's Disability (as hereinafter defined) and not in
accordance with a retirement policy of the Board of Trustees then in
effect, and except as provided in Section 11, the shares of Common
Stock awarded to such Participant under the Plan shall be immediately
forfeited."
3. Section 6(f) is amended by adding the phrase "Except as provided in
Section 11," at the beginning thereof, and changing the word "Any" to
"any" following such phrase.
4. A new Section 11 is added following current Section 10 of the Plan,
providing as follows:
"11. Effect of a Change of Control
Notwithstanding any other provision of this Plan to the
contrary, in the event of a Change of Control (as hereinafter defined)
of the Association all outstanding shares of restricted Common Stock
awarded to Participants under this Plan shall become free of the
transfer restrictions and forfeiture provisions of the Plan, and
certificates representing such shares will thereupon be delivered to
such Participants. A "Change of Control" will be deemed to have
occurred if, after January 1, 1999, any of the following occurs:
(a) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) or group
of "persons" (as so defined), other than the Association,
becomes a beneficial owner directly or indirectly of
securities representing twenty-five percent (25%) or more of
the combined voting power of the then outstanding voting
securities of the Association; or
(b) there is consummated a merger or consolidation ("merger")
involving the Association and immediately after such merger
the beneficial owners immediately prior to such merger of the
then outstanding voting securities of the Association do not
continue to own beneficially at least sixty percent (60%) of
the voting securities of the entity or entities resulting from
such merger; or
(c) there is consummated a sale, lease, exchange, spin-off or
other transfer (any of the foregoing, a "transfer") of all or
substantially all of the assets or business of the Association
and its subsidiaries, other than any such transfer resulting
in beneficial ownership of not less than sixty percent (60%)
of the assets or business so transferred or not less than
sixty percent (60%) of the voting securities of the entity or
entities to which such assets were transferred by the owners
immediately prior to the transfer of the then outstanding
voting securities of the Association; or
(d) within any two-year period, individuals who at the beginning
of such period constituted the Board of Trustees of the
Association cease for any reason to constitute a majority
thereof; provided, that any trustee who is not in office at
the beginning of such two-year period but whose election or
nomination for election was approved by a vote of at least
two-thirds of the trustees in office at the time of such
approval who were either trustees of the Association at the
beginning of such period or who were elected to the Board of
Trustees pursuant to an election which was, or for which the
nomination for election was, previously so approved shall be
deemed to have been in office at the beginning of such
two-year period."
IN WITNESS WHEREOF, Eastern Enterprises has caused this Amendment to be
executed by its duly authorized officer this 22nd day of September, 1999.
EASTERN ENTERPRISES
/s/ J. Atwood Ives
By: J. Atwood Ives
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Approved by the Compensation Committee on September 22, 1999 Approved by the
Board of Trustees on September 22, 1999