[FORM OF ENERGYNORTH, INC. PROXY CARD]

                            [ENERGYNORTH, INC. LOGO]

PROXY                                                                      PROXY

                  Proxy for the Annual Meeting of Stockholders
                         To be Held on [       ], 2000

                      THIS PROXY IS SOLICITED ON BEHALF OF
                     THE BOARD OF DIRECTORS OF THE COMPANY

   The undersigned, revoking all prior proxies, hereby appoint(s) Robert R.
Giordano and Michelle L. Chicoine, and each of them, with full power of
substitution, as proxies to represent and vote as designated herein, all shares
of stock of EnergyNorth, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
the Company to be held at [   ], on [       ], 2000 at [ :00 a.m.], local time,
and at any adjournment or adjournments thereof.

   In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.

   This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy
will be voted "FOR" proposals 1, 2 and 3. Attendance of the undersigned at the
meeting or at any adjournment thereof will not be deemed to revoke this proxy
unless the undersigned shall revoke this proxy in writing before it is
exercised.

1. To approve the merger of the Company with a wholly-owned subsidiary of
   Eastern Enterprises by approving the Agreement and Plan of Reorganization
   dated as of July 14, 1999, as amended by Amendment No. 1 dated as of
   November 4, 1999, attached to the accompanying proxy statement/prospectus as
   Annex A.

                    [_]              [_]              [_]
                    FOR            AGAINST          ABSTAIN

2. To elect the following nominees as directors:

   Nominees: Roger C. Avery, Robert R. Giordano, John E. Tulley II

                        [_]                   [_]
                        FOR                 WITHHELD

  [_]
    For all nominees except as noted above

3. To ratify the appointment of independent public accountants for 2000

                    [_]              [_]              [_]
                    FOR            AGAINST          ABSTAIN

   The proxy holders are authorized to transact such other business as may
properly come before the meeting or any adjournment or adjournments of the
meeting.


   NOTE: Please sign exactly as name appears hereon. When shares are held by
joint owners, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give the full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

  Signature: __________________________         Date: _________________________

  Signature: __________________________         Date: _________________________

   PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND RETURN IT PROMPTLY IN THE
ACCOMPANYING ENVELOPE.

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