Exhibit 10.6.4
EASTERN ENTERPRISES
Amendment of Trust Agreement
Instrument of amendment dated September 22, 1999 by and between Eastern
Enterprises ("Eastern") and Key Trust Company of Ohio, N.A. (the "Trustee"):
WHEREAS Eastern and the Trustee are parties to a trust agreement
originally dated January 29, 1987 and subsequently amended, including to
substitute the current Trustee as trustee of the trust established under such
agreement (as heretofore amended, the "Trust Agreement"); and
WHEREAS Eastern wishes to amend the Trust Agreement as hereinafter
provided; and
WHEREAS Eastern has reserved the right to make such amendment under
Section 10(a) of the Trust Agreement;
NOW, THEREFORE, in consideration of these premises, the Trust Agreement is
hereby amended as follows, effective immediately:
1. Section 2(a) of the Trust Agreement is amended by deleting that portion
of the last sentence thereof which begins "and further provided, that no such
modification or supplement . . ." and ends ". . . prior to the Change of
Control" and replacing the deleted text with the following:
"and further provided, that no such modification or supplement upon or
following a Change of Control shall (i) expand the list of plans or other
compensation or benefit arrangements (as set forth in the most recent
Schedule A delivered to the Trustee prior to the Change of Control) under
which compensation or benefits may be provided from assets of the Trust,
nor shall any amendment or modification of any such plan or arrangement
adopted upon or following the Change of Control be taken into account in
determining compensation or benefits that may be provided from assets of
the Trust (but nothing in this proviso shall be construed as limiting the
right of a Trust Beneficiary to claim benefits from Eastern or its
subsidiaries, or a successor, in respect of any such amendment or
modification), or (ii) add any person as a Trust Beneficiary who was not
an employee or trustee of Eastern prior to the Change of Control."
IN WITNESS WHEREOF, Eastern Enterprises and the Trustee have caused this
instrument of amendment to be executed by their duly authorized officers as of
the date set forth above.
EASTERN ENTERPRISES
By: /s/ X. Xxxxxx Xxxx
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KEY TRUST COMPANY OF OHIO, N.A.
By: /s/ Xxxxxxxx Xxxxxxxx, AVP
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Approved by the Board of Trustees on September 22, 1999
