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Senior Advisory Agreement

This is an actual contract by BAY State Gas.
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Exhibit 10.05







dated as of January 27, 1994


THIS AGREEMENT made effective as of January 27, 1994, by and between Bay State Gas Company, a Massachusetts Corporation having its principal place of business at 300 Friberg Parkway, Westborough, MA 01581 (the "Company") and Charles H. Tenney, II (the "Senior Advisor"), an individual residing at 30 Cedar Road, Chestnut Hill, MA 02167.


NOW, THEREFORE, in consideration of the premises and the mutual benefits to be derived from this Agreement, the Company and the Senior Advisor hereby agree as follows:

1. Duties.

a. During the Agreement Period, the Company shall retain the Senior Advisor as an advisor to the Company and its management on important policy issues. In such capacity, the Senior Advisor shall render such advice on policy matters affecting the Company as the Chief Executive Officer of the Company shall request from time to time, and shall be reasonably available to participate in Senior Management Committee meetings at which important business and policy issues are to be discussed if requested by the Chief Executive Officer. It is understood that the Senior Advisor shall act during the Agreement Period in the capacity of an independent contractor and shall not be subject to the direction, control or supervision of the Company.

b. The Senior Advisor shall arrange his corporate, legal and private business affairs so that they do not conflict with the services being rendered to the Company by the Senior Advisor and are not in any way inimical to or competitive with the Company.

2. Term.

This Agreement shall be for an initial term which shall commence on January 22, 1994 and shall terminate on January 21, 1996, unless extended as hereinafter provided for. The initial term of this Agreement shall be automatically extended for additional two-year terms, commencing on January 22, 1996 and on each


second anniversary of such date thereafter, unless this Agreement is terminated by either party prior to the end of the initial term or any such extension term by the delivery of written notice of termination not less than thr
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