July 14, 1999
Xx. Xxxxxx X. Xxxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxxxxxxx 000000
Re: Employment and Related Matters
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Dear Xxx:
This letter is intended to set forth our understanding
concerning certain employment matters, including the
operation of your Amended and Restated Management
Continuity Agreement, dated as of July 14, 1999 attached
as Exhibit A hereto (the "MCA"), in light of the proposed
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business combination between EnergyNorth, Inc. (the "Company")
and Eastern Enterprises ("Eastern"). Capitalized terms
used in this letter and not otherwise defined have the
meanings set forth in the Agreement and Plan of
Reorganization, dated as of July 14, 1999, among the
Company, Eastern and wholly-owned subsidiary of Eastern
(the "Merger Agreement").
By execution of this letter, you and we acknowledge and agree
that:
1. Your employment with the Company will be terminated
effective upon the first day of the month immediately
following the date of the Closing (the "Effective Date").
2. The Closing and the consummation of the transactions
contemplated by the Merger Agreement constitute
"Good Reason" as such terms are defined in Section
5(b) of the MCA.
3. As of the date of this letter, both the Company and
Eastern have entered into a Consulting Agreement
with you substantially in the form attached as Exhibit B
to this letter providing, among other things, for
your provision of consulting services to Eastern
following the Effective Date.
If you agree with the foregoing, please so indicate by signing
where appropriate below.
EASTERN ENTERPRISES
By:________________________
Its:_______________________
AGREED AND ACCEPTED
_______________________________
Xxxxxx X. Xxxxxxxx
