2ND Amendment To Employee Shareholders Agreement

SECOND AMENDMENT TO
EMPLOYEE SHAREHOLDERS AGREEMENT


THIS SECOND AMENDMENT TO EMPLOYEE SHAREHOLDERS AGREEMENT (this "Amendment") is made and entered into as of this 19th day of May, 1998, by and among The Eastern Group, Inc., a Virginia corporation (the "Corporation"), and the individuals listed on the signature page hereof who are owners of Common Stock of the Corporation ("Shareholders") and/or holders of options to purchase Common Stock of the Corporation ("Option Holders").


EXPLANATORY STATEMENT


The Corporation, the Shareholders and the Option Holders are parties to an Employee Shareholders Agreement dated as of May 31, 1995, as amended by a First Amendment To Employee Shareholders Agreement dated as June 6, 1997 (collectively, the "Original Agreement"). The parties hereto desire to amend the Original Agreement to reflect (i) the transfer of all of the issued and outstanding Common Stock of the Corporation from Den norske stats oljeselskap, a.s to Statoil North America, Inc. and (ii) the sale by Ralph L. Bradley to the Corporation of his Common Stock in the Corporation.


Section 17 of the Original Agreement provides that the Original Agreement may be amended by a writing executed on behalf of the Corporation and by Shareholders owning at least eighty percent (80%) of the shares of Common Stock governed by the provisions of the Original Agreement.


NOW, THEREFORE, in consideration of the matters set forth in the Explanatory Statement and the mutual covenants, prom ...