Exhibit 10.2.2

                               EASTERN ENTERPRISES
                     Deferred Compensation Plan for Trustees

                            Amendment (December 1999)

      Pursuant to Paragraph 12 of the Eastern Enterprises Deferred Compensation
Plan for Trustees (as amended, the "Plan"), Paragraph 14 of the Plan
("Miscellaneous") is hereby amended by denominating the first subparagraph
(begins: "The Plan was originally effective . . .") as subparagraph (a), by
denominating the next subparagraph (begins: "Reference is hereby made . . .") as
subparagraph (c), and by inserting immediately after subparagraph (a) and before
subparagraph (c) the following new text, effective December 1, 1999:

            "(b) Reference is made to Eastern's Restricted Stock Plan for
      Non-Employee Trustees (the "Restricted Stock Plan"), under which Eligible
      Trustees have been granted shares of Eastern stock subject to specified
      forfeiture restrictions. In the case of each Eligible Trustee who (i) as
      of December 1, 1999 held shares of such stock as to which the Eligible
      Trustee had not made a so-called "83(b) election" ("applicable restricted
      shares") and (ii) elects to relinquish his or her applicable restricted
      shares in accordance with such procedures as the Secretary of Eastern may
      prescribe, there shall be credited to the Eligible Trustee's Share Unit
      Account, effective as of the date of such relinquishment, a number of
      vested Share Units equal to the number of applicable restricted shares so
      relinquished. The Share Units credited pursuant to the immediately
      preceding sentence shall be treated for purposes of the Plan in the same
      manner as other Share Units credited to the Eligible Trustee's Share Unit
      Account."

      IN WITNESS WHEREOF, Eastern Enterprises has caused this instrument of
amendment to be executed by its duly authorized officer this 20th day of
December, 1999.

                                          EASTERN ENTERPRISES

                                    By:   /s/ J. Atwood Ives
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