Exhibit 10.9 
                             EASTERN ENTERPRISES 
                            1995 Stock Option Plan 

1. Purpose of the Plan; Certain Definitions. The purpose of this plan (the 
"Plan") is to attract, retain and motivate those employees of Eastern 
Enterprises ("Eastern") or its subsidiaries whose efforts are determined by 
the Compensation Committee of the Board of Trustees of Eastern (the 
"Committee") to have an important bearing on the success of the business of 
Eastern and its subsidiaries ("Eligible Employees"). This purpose will be 
advanced by encouraging the ownership by such employees of shares of 
beneficial interest ("Stock") of Eastern. The term "Participant" means an 
Eligible Employee to whom an award is made under the Plan. 

2. Administration of the Plan. The Plan shall be administered by the 
Committee. All members of the Committee shall be appointed by the Board of 
Trustees to serve at the Board's pleasure. All members of the Committee shall 
be both "disinterested" within the meaning of Rule 16b-3 promulgated under 
the Securities Exchange Act of 1934, as amended, and, to the extent required 
in order to qualify the Plan under Section 162(m)(4)(C) of the Internal 
Revenue Code of 1986, as amended (the "Code") (including any applicable 
transition rules), "outside directors" within the meaning of Section 
162(m)(4)(C)(i) of the Code. 

The Committee shall have authority, consistent with the Plan, 

  (a) to determine which Eligible Employees shall be granted options; 

  (b) to determine whether the options granted to any Eligible Employees 
shall be incentive stock options, as defined in Section 422(b) of the Code 
("incentive stock options"), or non-statutory stock options, or both; 

  (c) to determine whether stock appreciation rights shall be included in any 
or all options granted to an Eligible Employee, either concurrently with the 
grant of an option, or at any time thereafter during the term of such option, 
all in accordance with Section 8; 

  (d) to determine whether any or all options granted to an Eligible Employee 
shall be exercisable with shares of Stock ("shares") or other permissible 
forms of payment in accordance with Section 7(c); 

  (e) to determine the time or times when options shall be granted and the 
number of shares subject to each option; 

  (f) to determine the option price of the shares subject to each option; 

  (g) to prescribe the time or times when each option becomes exercisable and 
the duration of the exercise period; 

  (h) to prescribe the form or forms of the instruments evidencing any 
options granted under the Plan and to change such forms from time to time; 

  (i) to adopt, amend and rescind rules and regulations for the 
administration of the Plan, the options and stock appreciation rights and for 
its own acts and proceedings; and 

  (j) to decide all questions and settle all controversies and disputes which 
may arise in connection with the Plan. 

All decisions, determinations and interpretations of the Committee shall be 
binding upon all parties concerned. 

3. Limitations. The Stock which may be issued and sold under the Plan shall 
not exceed in the aggregate 1,000,000 shares, except as such total number may 
be adjusted pursuant to Section 16 below. To the extent that any option 
granted under the Plan shall expire or terminate unexercised or for any 
reason become unexercisable as to any shares subject thereto, such shares 
shall thereafter be available for further grants under the Plan, within the 
limit specified above. Stock delivered upon the exercise of options may, as 
determined by the Board of Trustees, be previously issued Stock acquired by 
Eastern or authorized but theretofore unissued shares. The Board of Trustees 
and the officers of Eastern shall take appropriate action required for such 
delivery. 

The maximum number of shares for which any Participant may be awarded options 
in any calendar year is 250,000. The maximum number of shares as to which any 
Participant may be awarded stock appreciation rights in any calendar year is 
likewise 250,000. For purposes of the limitations described in this 
paragraph, the cancellation and regrant, or the repricing, of an option or a 
stock appreciation right shall be treated as a new grant, and both the old 
and the new grants shall count against the applicable limit (to the extent 
occurring in the same calendar year). The limitations described in this 
paragraph shall be subject to adjustment to reflect stock splits, 
recapitalizations and other corporate changes to the extent consistent with 
continued qualification of the Plan under Section 162(m)(4)(C) of the Code, 
and shall be construed consistent with regulations (including proposed 
regulations) issued under Section 162(m) of the Code. 

4. Participants. Participants shall be selected from time to time by the 
Committee in its discretion only from among Eligible Employees. The Committee 
may grant an option or stock appreciation right to any Eligible Employee who 
is then a Participant or to any other Eligible Employees in accordance with 
the Committee's determination from time to time. 

5. Option Price. The option price per share with respect to each option shall 
be determined by the Committee but shall not be less than the fair market 
value of the Stock at the time the option is granted, as determined by the 
Committee. 

6. Option Period. Each option shall, subject to Sections 10, 11 and 12 
specify the period during which it may be exercised, which period shall not 
in any event exceed 10 years from the date the option is granted. 

7. Exercise of Options. 

  (a) Each option shall be made exercisable at such time or times, whether or 
not in installments, as the Committee shall prescribe at the time the option 
is granted. In the case of an option not immediately exercisable in full, the 
Committee may at any time accelerate the time at which all or any part of the 
option may be exercised. 

  The instruments evidencing options intended to be incentive stock options 
shall contain such other provisions relating to exercise and other matters as 
are required of incentive stock options under the applicable provisions of 
the Code and applicable regulations (including proposed regulations), as from 
time to time in effect. 

  (b) A person electing to exercise an option shall give written notice to 
Eastern, as specified by the Committee, of his or her election and of the 
number of shares he or she has elected to purchase, such notice to be 
accompanied by any relevant documents required by the Committee, and shall at 
the time of such exercise tender the purchase price of the shares he or she 
has elected to purchase in accordance with paragraph (c) below. If the notice 
of election to purchase is given by the executor or administrator of a 
deceased Participant, or by the person or persons to whom the option has been 
transferred by the Participant's will or the applicable laws of descent and 
distribution, Eastern shall be under no obligation to deliver shares pursuant 
to such exercise unless and until it is satisfied that the person or persons 
giving such notice is or are entitled to exercise the option. 

  (c) Except as hereafter provided in this paragraph (c), the purchase price 
for shares subject to an option shall be payable to Eastern by cash 
(including check, bank draft or money order acceptable to the Committee and 
payable to the order of Eastern). If so provided by the Committee, an option 
may be made exercisable (i) by the delivery of shares of Stock (duly owned by 
the Participant and for which the Participant has good title free of any 
liens and encumbrances, and which, if acquired by the Participant from 
Eastern, shall have been held for at least six months) having a fair market 
value equal to the purchase price of the Stock to be purchased by exercise of 
the option, or (ii) by delivery of a promissory note of the Participant to 
Eastern, such note to be payable on such terms as are specified by the 
Committee, or (iii) by delivery of an unconditional and irrevocable 
undertaking by a broker to deliver promptly to Eastern sufficient funds to 
pay the exercise price, or (iv) by any combination of the foregoing 
permissible forms of payment. If the price is paid in whole or in part in 
shares of Stock, such shares shall be valued at their fair market value at 
the time of exercise, as determined by the Committee. If the purchase price 
is paid in whole or in part in shares of Stock, the certificate for such 
shares shall be accompanied by appropriate instruments of transfer in form 
acceptable to the Committee. If an incentive stock option is to be 
exercisable, in whole or in part, other than by payment in cash as described 
above, the Committee shall so specify at the time the option is granted and 
an appropriate provision shall be included in the instrument evidencing the 
option. 

8. Award and Exercise of Stock Appreciation Rights; Limitations. 

  (a) A stock appreciation right is a right granted to the holder to receive, 
pursuant to the terms of the right, an amount payable in shares of Stock or, 
at the election of the Committee, cash or a combination of cash and shares of 
Stock, in each case equal to the increase in the value of the shares covered 
by the option to which the stock appreciation right is related, as more 
particularly set forth below in this Section 8. References in the Plan to the 
exercise of stock options shall include the exercise of any stock 
appreciation rights which are granted with such options. 

  (b) Any option granted under the Plan, or any replacement or other option 
under the Plan, may contain such provisions relating to stock appreciation 
rights, not inconsistent with this Section 8 and other provisions of the 
Plan, as the Committee shall deem advisable. Any such option accompanied by a 
stock appreciation 

right shall provide for the surrender of any unexercised stock appreciation 
right to the extent that the option which it accompanies, or to which it is 
related, is exercised. 

  (c) A stock appreciation right shall be exercisable when the related option 
is surrendered, and only to the extent the related option is, at the time, 
exercisable. No stock appreciation right shall be exercisable earlier than 
six months after the date of grant. 

(d) An exercisable stock appreciation right shall entitle the holder to 
exercise such right or any portion thereof (and to surrender unexercised the 
accompanying option to which it relates, or any portion thereof) and to 
receive in satisfaction of such exercise, subject to the limitations below, 
an amount, payable as provided for below, having an aggregate value, as 
determined by the Committee, equal to (x) minus (y), where (x) is the fair 
market value, on the date of exercise of the stock appreciation right, of the 
shares of Stock subject to that portion of the accompanying option which is 
surrendered, and (y) is the option price of such shares. The Committee shall 
be entitled in its sole discretion to elect, at any time before or after 
exercise of any stock appreciation right by the holder, to discharge 
Eastern's obligation in respect thereof (i) by the delivery of shares of 
Stock or (ii) by the payment of cash or partially by the payment of cash and 
partially by the delivery of shares of Stock. The total value of payments 
under (ii) above shall equal the aggregate value of the shares of Stock 
deliverable under (i) above. No fractional shares will be delivered. 

  (e) Unless otherwise consented to or unless otherwise required by the 
Committee at any time, any full or partial exercise by an Eastern Trustee or 
officer (as defined for this purpose by the applicable regulations of the 
Securities and Exchange Commission) of a stock appreciation right to be 
satisfied in cash, in full or partial settlement of the right so exercised at 
the time, shall be made only during the period beginning on the third 
business day following the date of release for publication of quarterly or 
annual (as the case may be) summary statements of sales and earnings of 
Eastern and its subsidiaries, and ending on the twelfth business day 
following such date. 

  (f) The Committee may, in its discretion, as it deems such to be in the 
best interests of Eastern, impose other conditions and limitations upon the 
exercise of a stock appreciation right, and upon Eastern's obligations under 
the Plan in respect of stock appreciation rights, which conditions may 
include a condition or limitation that the stock appreciation right may only 
be exercised in accordance with further rules and regulations adopted by the 
Committee from time to time. Such rules and regulations may govern the right 
to exercise stock appreciation rights granted prior to the adoption or 
amendment of such rules and regulations as well as stock appreciation rights 
granted thereafter. Without limiting the foregoing, the Committee may specify 
that stock appreciation rights may be exercised by the holder thereof only 
with the consent of the Committee, or that stock appreciation rights may be 
exercised by the holder thereof without such consent, or that such stock 
appreciation rights shall be exercised automatically by the occurrence of an 
event, by the passage of time or in any other way. 

9. Delivery of Shares. Eastern shall not be obligated to deliver any shares 
pursuant to the exercise of any option unless and until (i) in the opinion of 
Eastern's counsel, all applicable Federal and state laws and regulations have 
been complied with; (ii) in the event the outstanding Stock is at the time 
listed upon any stock exchange, the shares to be delivered have been listed 
or authorized to be added to the list upon official notice of issuance upon 
such exchange; and (iii) all other legal matters in connection with the 
issuance and delivery of shares have been approved by Eastern's counsel. 
Without limiting the generality of the foregoing, Eastern may require from 
the Participant or other person exercising the option such investment 
representation or such agreement, if any, as counsel for Eastern may consider 
necessary in order to comply with the Securities Act of 1933 and may require 
that the Participant or such other person agree that any sale of the shares 
will be made only on the New York Stock Exchange or in such other manner as 
is permitted by the Committee and that he or she will notify Eastern when he 
or she makes any disposition of the shares whether by sale, gift or 
otherwise. Eastern shall use its best efforts to effect any compliance and 
listing, and the Participant or other person exercising the option shall take 
any action reasonably requested by Eastern in such connection. A Participant 
or other person entitled to exercise an option or stock appreciation right 
shall have the rights of a shareholder only as to shares actually acquired by 
him or her under the Plan. 

10. Rights in Event of Death. In the event of a Participant's death at a time 
when he or she is entitled to exercise an option, then at any time or times 
on or before the latest date on which the Participant could have exercised 
the option had he or she remained in the employ of Eastern or a subsidiary 
such option may be exercised, as to all or any of the shares which the 
Participant was entitled to purchase at the time of his or her death, by the 
Participant's executor or administrator or the person or persons to whom the 
option is transferred by will or the applicable laws of descent and 
distribution. If a Participant dies before an option previously granted to 
him or her 

has become exercisable and the Participant is then in the employ of Eastern 
or one of its subsidiaries, such option shall be deemed to have been 
exercisable by such Participant immediately prior to his or her death to the 
extent the Participant could have exercised the option had he or she remained 
in the employ of Eastern or one of its subsidiaries until the time when the 
option would first have become exercisable to any extent. 

11. Retirement and Disability. In the event of a Participant's retirement or 
disability at a time when he or she is entitled to exercise an option, then 
at any time or times on or before the latest date on which the Participant 
could have exercised the option had he or she remained in the employ of 
Eastern or a subsidiary the Participant may exercise such option as to all or 
any of the shares which he or she was entitled to purchase at the time of 
retirement or disability. For purposes of this Section, retirement or 
disability means termination of employment with Eastern or any subsidiary if 
such termination constitutes retirement or disability as provided for at the 
time of such termination under any retirement or disability program then 
maintained by Eastern or such subsidiary. 

12. Other Termination of Employment. In the event the employment of a 
Participant terminates for any reason other than his or her death, disability 
or retirement, the Participant may, unless discharged for cause which in the 
opinion of the Committee casts such discredit on the Participant or Eastern 
as to justify immediate termination of the option, exercise the option after 
the date when his or her employment terminated, but only within three months 
after the date of termination or such longer period as the Committee, in its 
sole discretion, shall provide for either at the time the option is granted 
or in an amendment to the option. In no event, however, may any option 
granted under the Plan be exercised after the latest date on which the 
Participant could have exercised had he or she remained in the employ of 
Eastern or a subsidiary. 

13. Replacement Options. Eastern may grant options under the Plan on terms 
differing from those provided for hereinabove where such options are granted 
in substitution for options held by employees of other companies who 
concurrently become employees of Eastern or a subsidiary as the result of a 
merger or consolidation of the employing company with Eastern or a 
subsidiary, or the acquisition by Eastern or a subsidiary of property or 
stock of the employing company. The Committee may direct that the substitute 
options be granted on such terms and conditions as it considers appropriate 
in the circumstances. 

14. Non-transferability of Options. Options may not be transferred by the 
Participant otherwise than by will or the laws of descent and distribution, 
and during the Participant's lifetime shall be exercisable only by the 
Participant. 

15. Use of Proceeds. The proceeds received by Eastern from the sale of shares 
pursuant to the Plan will be used for the general purposes of Eastern, except 
that any shares of Stock included in such proceeds may be held by Eastern as 
treasury shares. 

16. Changes in Stock. In the event of a stock dividend, split-up or 
combination of shares, recapitalization or merger in which Eastern is the 
surviving company, or other similar capital change, the number and kind of 
shares or securities of Eastern subject to the Plan and to options and stock 
appreciation rights then outstanding and to be granted hereunder, the maximum 
number of shares or securities which may be issued or sold under the Plan, 
option prices and other relevant provisions shall be appropriately adjusted 
by the Board of Trustees of Eastern, whose determination shall be binding on 
all persons. In the event of a consolidation or a merger in which Eastern is 
not the surviving company, or in the event its outstanding shares are 
converted into securities of another entity or exchanged for other 
consideration, or in the event of the complete liquidation of Eastern, all 
outstanding options and stock appreciation rights shall thereupon terminate, 
but at least twenty days prior to the effective date of any such 
consolidation or merger, the Board of Trustees of Eastern shall either (a) 
make all outstanding options and stock appreciation rights immediately 
exercisable or (b) arrange to have the surviving company grant replacement 
options to the Participants. 

17. Employment Rights. The adoption of the Plan does not confer upon any 
employee of Eastern or a subsidiary any right to continued employment with 
Eastern or a subsidiary, as the case may be, nor does it interfere in any way 
with the right of Eastern or a subsidiary to terminate the employment of any 
of its employees at any time. 

18. Amendments. The Committee may at any time discontinue granting options 
and stock appreciation rights under the Plan. The Board of Trustees of 
Eastern may at any time or times amend the Plan or amend any outstanding 
option or stock appreciation right for the purpose of satisfying the 
requirements of any changes in applicable laws or regulations or for any 
other purpose which may be at the time permitted by law, provided that no 
such amendment shall, without the approval of the shareholders of Eastern, 
effect a change to the Plan that would require shareholder approval in order 
for the Plan to continue to qualify as exempt under Rule 16b-3 or to continue 
to qualify under Sections 162(m)(4)(C) and 422 of the Code, and no such 
amendment shall adversely affect the rights of any Participant (without his 
or her consent) under any option or stock appreciation right theretofore 
granted. 

19. Tax Withholding. The Committee may require, as a condition to the 
exercise of any option or stock appreciation right hereunder, that the 
Participant or other person exercising the same pay to Eastern all taxes 
required to be withheld in connection with such exercise. Without limiting 
the foregoing, the Committee in its discretion may permit such tax 
withholding to be satisfied through the holding back of shares otherwise 
deliverable upon exercise or through the tendering to Eastern of shares 
previously acquired by the person exercising the option or stock appreciation 
right. 

20. Effective Date and Duration of Plan. The Plan shall become effective upon 
its adoption by the Board of Trustees of Eastern subject to approval within 
twelve months thereafter by vote of the holders of at least a majority of the 
shares of the outstanding Stock of Eastern. No options may be granted under 
the Plan after December 31, 2004.