Exhibit 10.9.3
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EASTERN ENTERPRISES
Amendment of Trust Agreement
Instrument of amendment dated February 25, 1998 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 to provide for the
payment of benefits under a recently established Supplemental Retirement Plan
for Certain Officers; 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 set forth above:
1. The first "WHEREAS" clause is amended by deleting the words "and the
1994 Deferred Compensation Plan" and replacing them with the words "the 1994
Deferred Compensation Plan, and the Supplemental Retirement Plan for Certain
Officers".
2. Section 1(b) is amended by deleting the words "or the 1994 Deferred
Compensation Plan" and replacing them with the words "the 1994 Deferred
Compensation Plan, the Supplemental Retirement Plan for Certain Officers".
3. Section 1(e) is amended by deleting the words "and the 1994 Deferred
Compensation Plan)" and replacing them with the words "the 1994 Deferred
Compensation Plan, and the Supplemental Retirement Plan for Certain Officers)".
4. Section 2 (a) is amended by adding the words "or in the
Supplemental Retirement Plan for Certain Officers" immediately after the word
"SERP" and
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immediately before the portion of such subsection that begins: "; and further
provided, that no such modification . . . ".
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/ EASTERN ENTERPRISES
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KEY TRUST COMPANY OF OHIO, N.A.
By: /S/KEY TRUST COMPANY OF OHIO, N.A.
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