Colonial Energy Sample Contracts

Colonial Energy – FIRST AMENDMENT TO RIGHTS AGREEMENT (March 6th, 1998)

[EXHIBIT 10.2 TO COLONIAL ENERGY'S REGISTRATION STATEMENT ON FORM S-4] FIRST AMENDMENT TO RIGHTS AGREEMENT This FIRST AMENDMENT TO RIGHTS AGREEMENT dated as of _____________, 1998 among Colonial Gas Company, a Massachusetts corporation ("Colonial Gas"), Colonial Energy, a Massachusetts business trust ("Colonial Energy") and BankBoston, N.A., a national banking association (f/k/a The First National Bank of Boston), (the "Rights Agent"). WHEREAS, Colonial Gas and the Rights Agent entered into that certain Rights Agreement dated as of December 1, 1993 (the "Rights Agreement") pursuant to which Colonial Gas adopted a shareholder rights plan and declared a dividend distribution of one share purchase right (a "Right") for each outstanding share of Common Stock, par value $3.33 per share (the "Colonial Gas Common Stock") of Colonial Gas to stockholders of r