Exhibit 28.1 Information required by Form 11-K filed pursuant to Section 15(d) of the Securities Exchange Act of 1934 and Rule 15d-21 thereunder for the UNITIL Corporation (UNITIL) Tax Deferred Savings and Investment Plan for the fiscal year ended December 31, 1995. Item 1. Changes in the Plan There were no changes to the Plan. Item 2. Changes in Investment Policy There were no changes to the Plan's Investment Policy. Item 3. Contributions under the Plan The contributions by UNITIL's four subsidiaries: UNITIL Service Corp. (UNITIL Service), Concord Electric Company (CECo), Exeter & Hampton Electric Company (E&H) and Fitchburg Gas and Electric Light Company (FG&E) are nondiscretionary and are measured by reference to employees' contributions. Item 4. Participating Employees There were approximately 305 active employees participating in the Plan on December 31, 1995, and 401 total Plan participants. Item 5. Administration of the Plan (a) UNITIL, UNITIL Service, CECO, E&H and FG&E are the Plan Administrators. The Plan is administered through the Administrative Committee ("Committee") for each subsidiary. The Present members of each Committee and the position each holds are: Concord Electric Company George E. Long, Jr. Manager of Administrative Services of UNITIL Service. Richard M. Heath Vice President and General Manager of CECo. Mark H. Collin Treasurer of CECo, E&H, FG&E, UNITIL Power Corp., UNITIL Realty Corp. and Vice President and Treasurer of UNITIL Service. Exeter & Hampton Electric Company George E. Long, Jr. Manager of Administrative Services of UNITIL Service. Anthony Smoker Vice President and General Manager of E&H. Mark H. Collin Treasurer of CECo, E&H, FG&E, UNITIL Power Corp., UNITIL Realty Corp. and Vice President and Treasurer of UNITIL Service. Fitchburg Gas And Electric Light Company M. Mitchell Bodnarchuk Vice President and General Manager of FG&E. George E. Long, Jr. Manager of Administrative Services of UNITIL Service. Mark H. Collin Treasurer of CECo, E&H, FG&E, UNITIL Power Corp., UNITIL Realty Corp. and Vice President and Treasurer of UNITIL Service. UNITIL Service Corp. Gail A. Siart Secretary and Treasurer of Unitil Corp., VP and Secretary of UNITIL Service and Secretary of CECo, E&H, UNITIL Power and UNITI L Realty; VP, Treasurer and Secretary of UNITIL Resources, Inc. Mark H. Collin Treasurer of CECo, E&H, FG&E, UNITIL Power Corp., UNITIL Realty Corp. and Vice President and Treasurer of UNITIL Service. George E. Long, Jr. Manager of Administrative Services of UNITIL Service. The address for Messr. Heath is One Maguire Street, Concord, NH 03302. The address for Messrs. Collin, Long and Ms. Siart is 216 Epping Road, Exeter, NH 03833. The address for Mr. Smoker is 114 Drinkwater Road, Exeter, NH 03833. The address for Mr. Bodnarchuk is 285 John Fitch Highway, Fitchburg, MA 01420. (b) No member of any of the Committees or UNITIL, UNITIL Service, CECo, E&H or FG&E received any compensation from the Plan. Item 6. Custodian of Investments (a) The First National Bank of Boston (a bank), 100 Federal Street, Boston, MA 02110, is the Trustee of the Plan and custodian of the securities/or other investments of the Plan, except as specifically disclosed in this item. (b) No compensation was paid to the Trustee or fund managers by the Plan during the fiscal year 1994. (c) The Trustee has advised that it carries no bond relating specifically to the custody or other investments held by the Plan. The Trustee's regular bonding arrangements are applicable to such custody. (d) Assets under guaranteed investment contracts are invested in the General Account of Principal Mutual Life Insurance Company, New York Life Insurance Company and The Penn Mutual Life Insurance Company. (e) Shawmut Bank of Boston, N.A. is the custodian of the Fidelity Puritan Fund and the Fidelity Magellan Fund. (f) The Plan is covered against losses through fraud or dishonesty by a blanket fidelity bond in the amount of $3,000,000 issued by The Hanover Insurance Company. Item 7. Reports to Participating Employees Each participant is furnished a statement of his or her Plan account quarterly. Item 8. Investment of Funds (a)(1) The aggregate dollar amounts of brokerage commissions paid by the Plan were: 1995 - $873; 1994 - $560; 1993 - $205. (a)(2) There were no commissions paid to affiliated brokers during 1995, 1994 and 1993. Item 9. Financial Statements and Exhibits (a) Report of Independent Certified Public Accountants and Financial Statements Report of Independent Certified Public Accountants Statements of Assets and Liabilities as of December 31, 1995 and 1994 Statements of Income, Expenses and Changes in Net Assets for the three years ended December 31, 1995, 1994 and 1993 Notes to Financial Statements Schedules: Schedules I, II and III have been omitted because the required information is shown in the financial statements. (b) Consent of Independent Auditors Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed by the undersigned, thereunto duly authorized. UNITIL Corporation Date: March 29, 1996 By: Gail A. Siart Chief Financial Officer 98 North Washington Street Boston, MA 02114-1913 617-723-7900 Grant Thornton Accountants and Management Consultants Consent of Independent Certified Public Accountants We have issued our report dated March 22, 1996, accompanying the financial statements of The Unitil Corporation Tax Deferred Savings and Investment Plan contained in the information required by Form 11-K included as an exhibit to the Unitil Corporation Annual Report on Form 10-K for the year ended December 31, 1995. We hereby consent to the incorporation by reference of said report in the Registration Statement of the UNITIL Corporation Tax Deferred Savings and Investment Plan on Form S-8 (File No. 33-24436). GRANT THORNTON LLP Boston, Massachusetts March 28, 1996 FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS THE UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN December 31, 1995, 1994 and 1993 C O N T E N T S Page REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 3 FINANCIAL STATEMENTS STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - DECEMBER 31, 1995 AND 1994 4 STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS - YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 6 NOTES TO FINANCIAL STATEMENTS 9 98 North Washington Street Boston, MA 02114-1913 617-723-7900 Grant Thornton Accountants and Management Consultants Report of Independent Certified Public Accountants Administrator of The UNITIL Corporation Tax Deferred Savings and Investment Plan We have audited the accompanying statements of net assets available for benefits of The UNITIL Corporation Tax Deferred Savings and Investment Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The UNITIL Corporation Tax Deferred Savings and Investment Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. GRANT THORNTON LLP Boston, Massachusetts March 22, 1996 The UNITIL Corporation Tax Deferred Savings and Investment Plan STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1995 Employer UNITIL Loan Fidelity Fidelity Corporation Account GIC Puritan Magellan Stock Fund Total Cash and cash equivalents $ 6,364 $ 29 $ 6,393 Guaranteed insurance contracts 2,497,528 2,497,528 Participant loan receivable $406,491 406,491 Interest and dividends receivable 167 $ 8 $ 15 190 Investments at market value 1,707,383 3,729,746 5,437,129 Employer securities (UNITIL Common stock at market value) 2,608,791 2,608,791 Net assets available for plan benefits $406,491 $2,504,059 $1,707,391 $3,729,761 $2,608,820 $10,956,522 The accompanying notes are an integral part of this statement. The UNITIL Corporation Tax Deferred Savings and Investment Plan STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 1994 Employer UNITIL Loan Fidelity Fidelity Corporation Account GIC Puritan Magellan Stock Fund Total Cash and cash equivalents $ 77,636 $ 13,799 $ 14,829 $ 6,275 $ 112,539 Guaranteed insurance contracts 2,060,639 2,060,639 Participant loan receivable $375,679 375,679 Investments at market value 1,157,167 2,645,434 3,802,601 Employer securities (UNITIL Common stock at market value) 1,862,949 1,862,949 Net assets available for plan benefits $375,679 $2,138,275 $1,170,966 $2,660,263 $1,869,224 $8,214,407 The accompanying notes are an integral part of this statement. The UNITIL Corporation Tax Deferred Savings and Investment Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 1995 UNITIL Loan Fidelity Fidelity Corporation Fund GIC Puritan Magellan Stock Fund Total Income Interest $ 20,479 $ 139,508 $ 201 $ 429 $ 69 $ 160,686 Dividends 45,147 24,037 151,356 220,540 20,479 139,508 45,348 24,466 151,425 381,226 Net appreciation in fair value of investments 233,806 934,626 561,928 1,730,360 Contribution Participants 200,737 175,177 297,598 156,011 829,523 UNITIL Corporation 64,925 48,917 119,180 69,672 302,694 Rollovers 3,528 15,937 61,238 7,759 88,462 269,190 240,031 478,016 233,442 1,220,679 Total additions 20,479 408,698 519,185 1,437,109 946,795 3,332,265 Distributions Benefits to participants 181,029 94,780 123,200 110,171 509,180 Distributions in stock 80,761 80,761 Other 7 7 15 29 Total deductions 181,036 94,787 123,215 190,932 589,970 Net increase 20,479 227,662 424,398 1,313,894 755,863 2,742,295 Net assets available for plan benefits at beginning of year 375,500 2,138,275 1,170,966 2,660,263 1,869,223 8,214,227 Inter-fund transfers 10,512 138,122 112,027 (244,395) (16,266) - Net assets available for plan benefits at end of year $406,491 $2,504,059 $1,707,391 $3,729,761 $2,608,820 $10,956,522 The accompanying notes are an integral part of this statement. The UNITIL Corporation Tax Deferred Savings and Investment Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 1994 UNITIL Loan Fidelity Fidelity Corporation Fund GIC Puritan Magellan Stock Fund Total Income Interest $ 21,588 $ 108,501 $ 69 $ 165 $ 48 $ 130,371 Dividends 37,109 4,491 131,590 173,190 21,588 108,501 37,178 4,656 131,638 303,561 Net appreciation in fair value of investments (19,765) (64,290) (359,654) (443,709) Contribution Participants 174,229 155,036 321,079 182,376 832,720 UNITIL Corporation 51,576 40,226 113,925 74,659 280,386 Rollovers 13,098 13,098 26,196 Other 42 42 225,847 195,262 448,102 270,133 1,139,344 Transfer from Fitchburg Gas and Electric Light Company Union Tax Deferred Savings and Investment Plan (note G) 9,049 232,646 253,594 175,394 376,618 1,047,301 Total additions 30,637 566,994 466,269 563,862 418,735 2,046,497 Distributions Benefits to participants 14,345 9,563 51,649 83,826 159,383 Distributions in stock 51,140 51,140 Other 6 5 10 3 24 Total deductions 14,351 9,568 51,659 134,969 210,547 Net increase 30,637 552,643 456,701 512,203 283,766 1,835,950 Net assets available for plan benefits at beginning of year 282,905 1,668,302 738,724 2,109,717 1,578,809 6,378,457 Inter-fund transfers 62,137 (82,670) (24,459) 38,343 6,649 - Net assets available for plan benefits at end of year $375,679 $2,138,275 $1,170,966 $2,660,263 $1,869,224 $8,214,407 The accompanying notes are an integral part of this statement. The UNITIL Corporation Tax Deferred Savings and Investment Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the year ended December 31, 1993 UNITIL Loan Fidelity Fidelity Corporation Fund GIC Puritan Magellan Stock Fund Total Income Interest $ 23,517 $ 102,654 $ 47 $ 82 $ 38 $ 126,338 Dividends 28,703 20,192 83,566 132,461 23,517 102,654 28,750 20,274 83,604 258,799 Net appreciation in fair value of investments 93,646 356,311 98,562 548,519 Contribution Participants 144,898 77,453 209,959 132,764 565,074 UNITIL Corporation 61,841 34,015 101,193 69,865 266,914 206,739 111,468 311,152 202,629 831,988 Total additions 23,517 309,393 233,864 687,737 384,795 1,639,306 Distributions Benefits to participants 13,999 29,881 40,063 33,573 117,516 Net increase 23,517 295,394 203,983 647,674 351,222 1,521,790 Net assets available for plan benefits at beginning of year 236,539 1,395,516 558,929 1,513,045 1,152,638 4,856,667 Inter-fund transfers 22,849 (22,608) (24,188) (51,002) 74,949 - Net assets available for plan benefits at end of year $282,905 $1,668,302 $738,724 $2,109,717 $1,578,809 $6,378,457 The accompanying notes are an integral part of this statement. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS December 31, 1995, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES The following description of The UNITIL Corporation and subsidiaries (the "Company") Tax Deferred Savings and Investment Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering substantially all full-time employees of the Company and its' wholly owned subsidiaries UNITIL Service Corporation, Concord Electric Company, Exeter and Hampton Electric Company and Fitchburg Gas and Electric Light Company (the "subsidiaries"), who satisfy the eligibility requirements. Contributions A member may authorize a Basic Employee Contribution from 1% to 12% with a maximum contribution not to exceed $9,240 in any one year. The Employer shall contribute as of December 31, of each plan year from current or accumulated net profits on behalf of each member participating in the Plan on December 31, of each plan year, an amount equal to 100% of the first 3% of salary the employee puts into the plan (except Fitchburg Gas and Electric Light Company Union Employees whose matching is as follows: first year 1%, second year 2%, third year and after 3%). Participant Accounts Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and, (b) Plan earnings, and charged (as applicable) with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The Plan administrator will pay for substantially all expenses of the Plan. Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100 percent vested after three years of credited service. If a participant terminates employment for any reason other than disability or retirement, he will be entitled to the full amount of contributions he has deposited, plus a percentage of his account balance derived from employer contributions based upon the following schedule: The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS December 31, 1995, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - Continued Year of Service % Vested 0-1 0% 1-2 33% 2-3 67% 3+ 100% A member will become 100% vested in his account as a result of disability, death or retirement. Participant Loans Receivable Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Net loan transactions are treated as a transfer to (from) the investment fund from (to) the Participant Loans fund. Loan terms range from 1-5 years. The loans are secured by the balance in the participant's account and bear interest at a rate of prime plus one percent (1%). Principal and interest is paid ratably through monthly payroll deductions. Payment of Benefits On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in his or her account, or annual installments over a fixed number of calendar quarters or years. Valuation of Investments Investments are held by a bank-administered trust fund. The Plan's investments (including investments bought, sold and held during the year) are carried at current fair value. The difference between current fair value and the cost of investments are reflected in the statement of changes in net assets available for plan benefits as unrealized appreciation or (depreciation) in fair value of investments. Guaranteed Insurance Contracts The Plan's deposit administration contracts with various insurance companies are valued at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to purchase annuitiesand pay administration expenses charged by insurance companies. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS December 31, 1995, 1994 and 1993 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES - Continued Reclassifications Certain reclassifications have been made to the 1994 and 1993 financial statements to conform with the current year presentation. Management Estimates In preparing the financial statements in conformity to Generally Accepted Accounting Principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date The Plan's effective date is July 1, 1987, as amended effective May 8, 1992 and January 1, 1994. The Plan as amended effective May 8, 1992, provided for the merger of the Fitchburg Gas and Electric Tax Deferred Savings and Investment Plan with The Plan. The Plan as amended effective January 1, 1994, provided for the merger of the Fitchburg Gas and Electric Light Company Union Tax Deferred Savings and Investment Plan into the Plan. Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Investment Valuation and Income Recognition The Plan's investments are stated at fair value except for its investment contract which is valued at contract value. The Company stock is valued at is quoted market price. Participant notes receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995, 1994 and 1993 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Payment of Benefits Benefits are recorded when paid. Investment Contract with Insurance Company The Plan entered into an investment contract with three insurance companies (the "Companies"). The Companies maintain the contributions in a pooled account. The account is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by the insurance companies. The contract is included in the financial statements at contract value, as reported to the Plan by the Companies. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administrative expenses. Eligibility Employees are eligible for membership on either January 1 or July 1 coincident with or the next day following on which they have both: (1) Attained the age of 18, and (2) Completed 1000 hours of credited service Normal Retirement Date A participant's normal retirement benefit date is the date he reaches his 65th birthday or, if later, the 10th anniversary of the date he becomes a participant. Forfeitures A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions, forfeits the amounts not vested. Such forfeited amounts are used to reduce future Company contributions. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995, 1994 and 1993 NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan at any time subject to the provision of ERISA with respect to its employees by a written resolution with a copy delivered to the trustee. In the event of a Plan termination, participants will become fully vested in their accounts. NOTE C - INVESTMENT PROGRAMS The investment programs of the Plan are as follows: Participant contributions - upon enrollment and reenrollment, each participant shall direct that his contributions are to be invested in accordance with any of the following investment options. In the Guaranteed Investment Fund (GIC), which will be invested primarily in guaranteed insurance contracts with various insurance companies. At December 31, 1995, there were 186 participants. In the Fidelity Puritan Fund, a Conservative Investment Fund. This fund will be invested in various investments including stocks and bonds placing emphasis on income and stability. At December 31, 1995, there were 180 participants. In the Fidelity Magellan Fund, an Aggressive Investment Fund. This fund will be invested in stocks placing more emphasis on investment return and less on stability. At December 31, 1995, there were 261 participants. In The UNITIL Corporation Common Stock Fund (UNITIL Corporation, no par value common stock). At December 31, 1995, there were 217 participants. In any combination of the above funds The total number of participants in the plan was 386 at December 31, 1995, which is less than the sum of the number of participants listed above because many were participating in more than one fund. Participants may change their investment options quarterly. The loan fund had new loans approximating $174,500 and $173,100 and repayments on loans approximating $164,000 and $111,100 for 1995 and 1994, respectively. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995, 1994 and 1993 NOTE D - DETERMINATION LETTER The Internal Revenue Service has determined and informed the Company by a letter dated May 9, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). NOTE E - INVESTMENTS December 31, 1995 December 31, 1994 Approximate Approximate Current Current Shares Cost Fair Value Shares Cost Fair Value Fidelity Puritan 100,375 $1,537,629 $1,707,383 78,134 $1,170,511 $1,157,167 Fidelity Magellan 43,379 2,990,734 3,729,746 39,602 2,582,710 2,645,434 UNITIL Stock Fund 124,972 2,079,668 2,608,791 114,643 1,879,108 1,862,949 $6,608,031 $8,045,920 $5,632,329 $5,665,550 Net realized gains and (losses) included in net appreciation/(depreciation) in fair value of investments approximated $307,000, $59,000 and $255,000, respectively, for the years ended December 31, 1995, 1994 and 1993. Net realized gains and (losses) included in net appreciation/(depreciation) in the UNITIL Stock Fund were $18,000, $(63,000) and $8,000, respectively, for the years ended December 31, 1995, 1994 and 1993. Proceeds from the sale of investments approximated $633,884 and $363,000 for the years ended December 31, 1995 and 1994, respectively. Determination of gains or losses is based on average cost. The UNITIL Corporation Tax Deferred Savings and Investment Plan NOTES TO FINANCIAL STATEMENTS - CONTINUED December 31, 1995, 1994 and 1993 NOTE F - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS Unitil Fidelity Fidelity Corporation Puritan Magellan Stock Fund Total Balance at December 31, 1992 $ 20,618 $ 32,525 $189,566 $ 242,709 Change for the year 1993 26,551 175,922 90,632 293,105 Balance at December 31, 1993 47,169 208,447 280,198 535,814 Change for the year 1994 (60,513) (145,723) (296,357) (502,593) Balance at December 31, 1994 (13,344) 62,724 (16,159) 33,221 Change for the year 1995 183,098 676,288 545,282 1,404,668 Balance at December 31, 1995 $169,754 $739,012 $529,123 $1,437,889 NOTE G - TRANSFER OF THE FITCHBURG GAS AND ELECTRIC LIGHT COMPANY UNION TAX DEFERRED SAVINGS AND INVESTMENT PLAN AND TAX DEFERRED SAVINGS AND INVESTMENT PLAN The Fitchburg Gas and Electric Light Company Union Tax Deferred Savings and Investment Plan has been incorporated into The Plan as of January 1, 1994. As of January 1, 1994 $1,047,301 was transferred into this Plan. In 1992, the Fitchburg Gas and Electric Light Company ESOP Plan had been incorporated into the Fitchburg Gas and Electric Light Company Union Tax Deferred Savings and Investment Plan (which as noted above has subsequently been merged into the UNITIL Corporation Tax Deferred Savings and Investment Plan). The investment instruments as of May 1, 1989, were transferred into the Plan as the Frozen ESOP Fund which is included in the UNITIL Corporation Stock Fund and will be distributed in accordance with the original Plan. The Fitchburg Gas and Electric Light Company became a wholly-owned subsidiary of The UNITIL Corporation as a result of a merger which occurred in 1992.