AMENDMENT TO MASTER TRUST

                            AMENDMENT TO MASTER TRUST


         This Amendment to the Master Agreement (the  "Amendment")  entered into
as of  the  close  of  business  on  April  15,  1999,  by and  between  Eastern
Enterprises,  an unincorporated voluntary association (commonly referred to as a
Massachusetts business trust), (the "Company") acting through its duly appointed
Retirement  Committee (the "Committee") and Key Trust Company of Ohio,  National
Association, (the "Trustee") in order to amend the Master Trust Agreement, dated
as of July 1, 1995, between the Company and the Trustee.

                                   WITNESSETH:

         WHEREAS the Company and the Trustee  have  entered  into a Master Trust
Agreement (the "Master Trust  Agreement"),  dated as of July 1, 1995 in order to
hold and invest  the  assets of  certain  employee  benefit  plans  meeting  the
requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended,
established by the Company and certain of its subsidiaries and affiliates; and

         WHEREAS the Company and the Trustee desire to amend the Master Trust 
               Agreement;

         NOW, THEREFORE, it is agreed that the Master Trust Agreement be amended
effective as of January 1, 1998, as follows:

         1. A new Section 1.6 be added to the Master Trust  Agreement to read as
follows:

         "1.6     For purposes of this Agreement, the terms pension benefit
                     plan, plan and participating plan shall include trusts."

         2. This instrument may be executed in counterparts.

         3. Reference is hereby made to the  declaration  of trust  establishing
Eastern  Enterprises  (formerly  Eastern Gas and Fuel Associates) dated July 18,
1929,  as amended,  a copy of which is on file in the office of the Secretary of
the Commonwealth of Massachusetts.  The name "Eastern Enterprises" refers to the
trustees under said declaration as trustees and not personally;  and no trustee,
shareholder,  officer  or  agent  of  Eastern  Enterprises  shall be held to any
personal  liability in connection with the affairs of said Eastern  Enterprises,
but the trust estate only is liable.






         IN WITNESS WHEREOF, this Agreement is being executed as of the 15th day
of April, 1999 on their behalf by their duly authorized officers.


                           EASTERN ENTERPRISES


                           By: /s/ Xxxx X. Xxxxxxxxx 
                               Name: Xxxx X. Xxxxxxxxx
                               Title: Vice President and Treasurer



                           KEY TRUST COMPANY OF OHIO,
                               NATIONAL ASSOCIATION


                           By: /s/ Xxxxxxxx Xxxxxxxx 
                               Name: Xxxxxxxx Xxxxxxxx
                               Title: Assistant Vice President

                                           AND

                           By: /s/ Xxxxxx Xxxxx               
                              Name: Xxxxxx Xxxxx
                              Title: Vice President