EXHIBIT 10.9.2
EASTERN ENTERPRISES
AMENDMENT OF TRUST AGREEMENT
Amendment dated December 8, 1995 of the Trust Agreement established January
29, 1987 by and between Eastern Enterprises (then Eastern Gas and Fuel
Associates) ("Eastern") and Shawmut Bank of Boston, N.A. as trustee, as
previously amended February 21, 1991 and as further amended effective as of
July 1, 1995 to substitute as trustee (the "Trustee") Key Trust Company of
Ohio, N.A. and to make certain other changes (as so amended, the "Trust
Agreement"):
Whereas Eastern wishes to amend the Trust Agreement to provide for the
payment of benefits under certain deferred compensation arrangements in
addition to those already listed by name in the Trust Agreement, and to make
certain other changes; 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 as of the date first set forth above:
1. The first "Whereas" clause is amended by adding the words "or other
deferred compensation benefits" after the words "supplemental retirement
income benefits".
2. The first "Whereas" clause is further amended by deleting the words "(the
"Trustees Retirement Plan")" and substituting therefor the words:, "the
Deferred Compensation Plan for Trustees, the Deferred Compensation Plan for
Certain Management Employees, and the 1994 Deferred Compensation Plan".
3. Section 1(b) is amended by inserting, after the word "SERP", the
following words:, "the Deferred Compensation Plan for Certain Management
Employees, or the 1994 Deferred Compensation Plan,".
4. Section 1(e) is amended by deleting the words, "including the Trustees
Retirement Plan," and substituting therefor the words: "(including the
Retirement Plan for Non-Employee Trustees, the Deferred Compensation Plan for
Trustees, the Deferred Compensation Plan for Certain Management Employees, and
the 1994 Deferred Compensation Plan)".
5. Section 2(a) is amended by adding at the end thereof, immediately
following the words "as those terms are used in the SERP", the following
additional proviso:"; 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 on 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,
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
/s/ Xxxxxxx X. Xxxxxxx
By: _________________________________
Title: President
KEY TRUST COMPANY OF OHIO, N.A.
/s/ Xxx X. Xxxxxxxx
By: _________________________________
Title: Trust Officer
/s/ Xxxxxxx X. Xxxxxxxx
and: ________________________________
Title: Vice President
