-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NAm+aiZ+O5rnAuEC7zlGWIWMeJxz8GEuDqkg/LYlrcjU1gdfZTebkuryZbqTkjXl Pb/mWh0Ac3qrJGRSXFbMxQ== 0000071297-96-000026.txt : 19960401 0000071297-96-000026.hdr.sgml : 19960401 ACCESSION NUMBER: 0000071297-96-000026 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03446 FILM NUMBER: 96540610 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASSACHUSETTS ELECTRIC CO CENTRAL INDEX KEY: 0000063073 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041988940 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-05464 FILM NUMBER: 96540611 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NARRAGANSETT ELECTRIC CO CENTRAL INDEX KEY: 0000069659 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 050187805 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07471 FILM NUMBER: 96540612 BUSINESS ADDRESS: STREET 1: 280 MELROSE ST CITY: PROVIDENCE STATE: RI ZIP: 02901 BUSINESS PHONE: 4019411400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND POWER CO CENTRAL INDEX KEY: 0000071337 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06564 FILM NUMBER: 96540613 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 6173669011 10-K405 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For fiscal year ended December 31, 1995 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] Registrant; State of Incorporation or I.R.S. Employer Commission Organization; Address; Identification File Number and Telephone Number Number - ------------ ---------------------- --------------- 1-3446 NEW ENGLAND ELECTRIC SYSTEM 04-1663060 (A Massachusetts voluntary association) 25 Research Drive Westborough, Massachusetts 01582 Telephone: 508-389-2000 1-6564 NEW ENGLAND POWER COMPANY 04-1663070 (A Massachusetts corporation) 25 Research Drive Westborough, Massachusetts 01582 Telephone: 508-389-2000 0-5464 MASSACHUSETTS ELECTRIC COMPANY 04-1988940 (A Massachusetts corporation) 25 Research Drive Westborough, Massachusetts 01582 Telephone: 508-389-2000 1-7471 THE NARRAGANSETT ELECTRIC COMPANY 05-0187805 (A Rhode Island corporation) 280 Melrose Street Providence, Rhode Island 02907 Telephone: 401-784-7000 Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. (X) Yes ( ) No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) Securities registered pursuant to Section 12(b) of the Act:
Outstanding at Name of each exchange Registrant Title of each class March 18, 1996 on which registered - ---------- ------------------- -------------- --------------------- New England Common Shares 64,803,369 New York Stock Exchange Electric Boston Stock Exchange System Securities registered pursuant to Section 12(g) of the Act: Registrant Title of each class - ---------- ------------------- New England 6.00% Cumulative Preferred Stock Power Company Dividend Series Preferred Stock Massachusetts Cumulative Preferred Stock Electric Company Preferred Stock - Cumulative The Narragansett Cumulative Preferred Stock Electric Company Aggregate market value of the voting stock Number of shares of held by non-affiliates common stock outstanding of the registrants at of the registrants at March 18, 1996 March 18, 1996 ---------------------- ------------------------ New England $2,405,825,074 64,803,369 ($1 par value) Electric System New England $5,907,825 6,449,896 ($20 par value) Power Company Massachusetts None 2,398,111 ($25 par value) Electric Company The Narragansett None 1,132,487 ($50 par value) Electric Company
Documents Incorporated by Reference
Part of Form 10-K into which Description document is incorporated - ---------------------------------- ---------------------------- Portions of Annual Reports to Part II Shareholders for the year ended December 31, 1995 of the following companies, as set forth in Part II New England Electric System New England Power Company Massachusetts Electric Company The Narragansett Electric Company Portions of Proxy Statement of Part III New England Electric System filed in connection with its annual meeting of shareholders to be held on April 23, 1996, as set forth in Part III This combined Form 10-K is separately filed by New England Electric System, New England Power Company, Massachusetts Electric Company, and The Narragansett Electric Company. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes no representation as to information relating to the other companies.
TABLE OF CONTENTS PAGE GLOSSARY OF TERMS........................................... iii PART I ITEM 1. BUSINESS............................................ 1 THE SYSTEM.................................................. 1 System Organization.................................... 1 Employees.............................................. 3 ELECTRIC UTILITY OPERATIONS................................. 3 General................................................ 3 Results of Operations.................................. 6 Competitive Conditions................................. 7 Rates.................................................. 14 General............................................. 14 NEP Rates........................................... 15 Transmission rates.................................. 16 Mass. Electric Rates................................ 17 Narragansett Rates.................................. 17 Granite State Rates................................. 18 Recovery of Demand Side Management Expenditures..... 19 Generation............................................. 20 Energy Mix.......................................... 20 Electric Utility Properties......................... 20 Map - Electric Utility Properties................... 24 Fuel for Generation................................. 25 Non-Utility Power Producer Information.............. 27 Nuclear Units....................................... 29 Regulatory and Environmental Matters................... 37 Regulation.......................................... 37 Hydroelectric Project Licensing..................... 38 Environmental Requirements.......................... 39 Construction and Financing............................. 44 Research and Development............................... 49 OIL AND GAS OPERATIONS...................................... 50 General................................................ 50 Results of Operations.................................. 51 Oil and Gas Properties................................. 53 Capital Requirements and Financing..................... 54 Map - Major Oil and Gas Properties..................... 55 EXECUTIVE OFFICERS.......................................... 56 ITEM 2. PROPERTIES.......................................... 60 ITEM 3. LEGAL PROCEEDINGS................................... 60 -i- PAGE PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 61 ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS..................... 61 ITEM 6. SELECTED FINANCIAL DATA............................. 62 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................. 63 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......... 63 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................. 64 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. 64 ITEM 11. EXECUTIVE COMPENSATION............................. 68 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................................... 82 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..... 85 PART IV ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K................... 86 INDEX TO FINANCIAL STATEMENTS............................... 114 -ii- GLOSSARY OF TERMS Term Meaning ---- ------- AFDC allowance for funds used during construction Algonquin Algonquin Gas Transmission Company C&LM Conservation and Load Management Columbia Columbia Gas Transmission Company Connecticut Yankee Connecticut Yankee Atomic Power Company DOE U.S. Department of Energy DOER Massachusetts Division of Energy Resources DOMAC Distrigas Corporation of Massachusetts DSM demand-side management EMF electric and magnetic fields EPA U.S. Environmental Protection Agency FERC Federal Energy Regulatory Commission FAS 121 Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of FAS 71 Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation Firm Energy agreement between NEPOOL members and Hydro- Contract Quebec Granite State Granite State Electric Company GMP Green Mountain Power Corporation IBC Intercoastal Bulk Carriers, Inc. Interconnection transmission interconnection between participating New England utilities and Hydro-Quebec Iroquois Iroquois Gas Transmission System ISC International Shipping Company Keystone Keystone Shipping Company kWh kilowatt hour Maine Yankee Maine Yankee Atomic Power Company Mass. Electric Massachusetts Electric Company Mass. Hydro New England Hydro-Transmission Electric Company, Inc. MDPU Massachusetts Department of Public Utilities MPLP Milford Power Limited Partnership MRS Monitored Retrievable Storage Narragansett The Narragansett Electric Company NEEI New England Energy Incorporated NEERI New England Electric Resources, Inc. NEES New England Electric System NEES Companies the Subsidiaries of NEES NEES Trans NEES Transmission Services, Inc. -iii- GLOSSARY OF TERMS Term Meaning ---- ------- NEET New England Electric Transmission Corporation NEP New England Power Company NEPOOL New England Power Pool N.H. Hydro New England Hydro-Transmission Corporation NHPUC New Hampshire Public Utilities Commission NOPR notice of proposed rulemaking NOx nitrogen oxide NRC Nuclear Regulatory Commission NU Northeast Utilities OSP Ocean State Power OSP II Ocean State Power II PBOPs postretirement benefits other than pensions PPCA purchased power cost adjustment PRP potentially responsible party Pricing Policy SEC approved pricing policy between NEEI and NEP Resources Narragansett Energy Resources Company Retail Companies Mass. Electric, Narragansett, and Granite State RIPUC Rhode Island Public Utilities Commission Samedan Samedan Oil Corporation Seabrook 1 Seabrook Nuclear Generating Station Unit 1 SEC Securities and Exchange Commission SED service extension discount Service Company New England Power Service Company SO2 sulphur dioxide SPCC Spill prevention control and counter-measure System the subsidiaries of NEES collectively Tennessee Tennessee Gas Pipeline Company TransCanada TransCanada PipeLines, Ltd. Vermont Yankee Vermont Yankee Nuclear Power Corporation Yankee Atomic Yankee Atomic Electric Company Yankee Companies Yankee Atomic, Vermont Yankee, Maine Yankee, and Connecticut Yankee 1935 Act Public Utility Holding Company Act of 1935 -iv- PART I Item 1. BUSINESS THE SYSTEM SYSTEM ORGANIZATION New England Electric System (NEES) is a voluntary association created under Massachusetts law on January 2, 1926, and is a registered holding company under the Public Utility Holding Company Act of 1935 (the 1935 Act). NEES owns voting stock in the amounts indicated of the following companies, which together constitute the System. % Voting Securities State of Type of Owned by Name of Company Organization Business NEES --------------- ------------ -------- --------- Subsidiaries: Granite State Electric Company N.H. Retail 100 (Granite State) Electric Massachusetts Electric Company Mass. Retail 100 (Mass. Electric) Electric The Narragansett Electric Company R.I. Retail 100 (Narragansett) Electric Narragansett Energy Resources R.I. Wholesale 100 Company (Resources) Electric Generation New England Electric Resources, Inc. (NEERI) Mass. Development 100 Services New England Electric Transmission N.H. Electric 100 Corporation (NEET) Transmission New England Energy Incorporated Mass. Oil and Gas 100 (NEEI) Exploration & Development New England Hydro-Transmission N.H. Electric 53.97(a) Corporation (N.H. Hydro) Transmission New England Hydro-Transmission Mass. Electric 53.97(a) Electric Company, Inc. Transmission (Mass. Hydro) New England Power Company (NEP) Mass. Wholesale 98.85(b) Electric Generation & Transmission New England Power Service Company Mass. Service 100 (Service Company) Company (a) The common stock of these subsidiaries is owned by NEES and certain participants (or their parent companies) in Phase II of the Hydro-Quebec project. See Interconnection with Quebec, page 28. (b) Holders of common stock and 6% Cumulative Preferred Stock of NEP have general voting rights. The 6% Cumulative Preferred Stock represents 1.15% of the total voting power. The facilities of NEES' three retail electric subsidiaries, Mass. Electric, Narragansett, and Granite State (collectively referred to as the Retail Companies), and of its principal wholesale electric subsidiary, NEP, constitute a single integrated electric utility system that is directly interconnected with other utilities in New England and New York State, and indirectly interconnected with utilities in Canada. See ELECTRIC UTILITY OPERATIONS, page 3. NEET owns and operates a portion of an international transmission interconnection between the electric systems of Hydro-Quebec and New England. Mass. Hydro and N.H. Hydro own and operate facilities in connection with an expanded second phase of this interconnection. See Interconnection with Quebec, page 28. NEEI is engaged in various activities relating to fuel supply for the System. These activities primarily include participation (principally through a partnership with a non-affiliated oil company) in domestic oil and gas exploration, development, and production (see OIL AND GAS OPERATIONS, page 50) and the sale to NEP of fuel purchased in the open market. Resources is a general partner, with a 20% interest, in each of two partnerships formed in connection with the Ocean State Power project. See Ocean State Power, page 28. The Service Company has contracted with NEES and its subsidiaries to provide, at cost, such administrative, engineering, construction, legal, and financial services as the companies request. NEERI is a wholly-owned, non-utility subsidiary of NEES which provides consulting and independent project development services domestically and internationally to non-affiliates and seeks investment opportunities in power plant modernization, transmission, and environmental improvement. NEERI also provides maintenance and construction services under contract to certain non-affiliated utility customers. EMPLOYEES As of December 31, 1995, NEES subsidiaries had approximately 4,830 employees. As of that date, the total number of employees was approximately 800 at NEP, 1,715 at Mass. Electric, 765 at Narragansett, 75 at Granite State, and 1,475 at the Service Company. Of the 4,830 employees, approximately 3,100 are members of labor organizations. Collective bargaining agreements with the Brotherhood of Utility Workers of New England, Inc., the International Brotherhood of Electrical Workers, and the Utility Workers Union of America, AFL-CIO were signed in May, 1995 and expire in May, 1999. ELECTRIC UTILITY OPERATIONS GENERAL NEP's business is principally generating, purchasing, transmitting, and selling electric energy in wholesale quantities. In 1995, 95% of NEP's revenue from the sale of electricity was derived from sales for resale to affiliated companies and 5% from sales for resale to municipal and other utilities. NEP is the wholesale supplier of the electric energy requirements of the Retail Companies under contracts that require seven years notice of termination. Narragansett receives credits against its purchases of power from NEP for the cost of generation from its Providence units, which are functionally integrated with NEP's facilities to achieve maximum economy and reliability. Discussions of NEP's generating properties, load growth, energy mix, and fuel supplies include the related properties of Narragansett. For details of sales of energy and operating revenue for the last five years, see OPERATING STATISTICS on page 27 of the New England Power Company 1995 Annual Report to Stockholders (the NEP 1995 Annual Report). (For a discussion of electric utility operations in a more competitive environment, see COMPETITIVE CONDITIONS, page 7). The combined service area of the Retail Companies constitutes the retail service area of the System and covers more than 4,400 square miles with a population of about 3,000,000 (1990 census). See Map, page 24. The largest cities served are Worcester, Mass. (population 170,000) and Providence, R.I. (population 161,000). Mass. Electric and Narragansett are engaged principally in the distribution and sale of electricity at retail. Mass. Electric provides approximately 950,000 customers with electric service at retail in a service area comprising approximately 43% of the area of The Commonwealth of Massachusetts. The population of the service area is about 2,160,000 or 36% of the total population of the Commonwealth (1990 Census). Mass. Electric's territory consists of 146 cities and towns including rural, suburban, and urban communities with Worcester, Lowell, and Quincy being the largest cities served. The economy of the area is diversified. Principal industries served by Mass. Electric include electrical and industrial machinery, computer manufacturing and related products, plastic goods, fabricated metals and paper, and chemical products. In addition, a broad range of professional, banking, high-technology, medical, and educational concerns is served. During 1995, 41% of Mass. Electric's revenue from the sale of electricity was derived from residential customers, 37% from commercial customers, 21% from industrial customers, and 1% from others. In 1995, the 20 largest customers of Mass. Electric accounted for approximately 7% of its electric revenue. For details of sales of energy and operating revenue for the last five years, see OPERATING STATISTICS on page 21 of Mass. Electric's 1995 to Stockholders (the Mass. Electric 1995 Annual Report). Narragansett provides approximately 328,000 customers with electric service at retail. Its service territory, which includes urban, suburban, and rural areas, covers about 839 square miles or 80% of the area of Rhode Island, and encompasses 27 cities and towns including the cities of Providence, Warwick, Cranston, and East Providence. The population of the area is about 725,000 (1990 Census) which represents about 72% of the total population of the state. The economy of the territory is diversified. Principal industries served by Narragansett produce fabricated metal products, jewelry, silverware, electrical and industrial machinery, transportation equipment, textiles, and chemical and allied products. In addition, a broad range of professional, banking, medical, and educational institutions is served. During 1995, 42% of Narragansett's revenue from the sale of electricity was derived from residential customers, 41% from commercial customers, 15% from industrial customers, and 2% from others. In 1995, the 20 largest customers of Narragansett accounted for approximately 9% of its electric revenue. For details of sales of energy and operating revenue for the last five years see OPERATING STATISTICS on page 21 of Narragansett's 1995 Annual Report to Stockholders (the Narragansett 1995 Annual Report). Granite State provides approximately 36,000 customers in 21 New Hampshire communities with electric service at retail in the State of New Hampshire in a service area having a population of about 73,000 (1990 Census), including the city of Lebanon and the towns of Hanover, Pelham, Salem and surrounding communities. During 1995, 48% of Granite State's revenue from the sale of electricity was derived from commercial customers, 39% from residential customers, 12% from industrial customers, and 1% from others. In 1995, the 10 largest customers of Granite State accounted for about 18% of its electric revenue. Granite State is not subject to the reporting requirements of the Securities Exchange Act of 1934, and its financial impact on the System is relatively small. Information on Granite State is provided herein solely for the purpose of furnishing a more complete description of System operations. On March 22, 1995, NEES agreed to acquire Nantucket Electric Company for $3.5 million. Completion of the acquisition occured on March 22, 1996. The electric utility business of NEP and the Retail Companies is not highly seasonal. For NEP and the Retail Companies, industrial customers are broadly distributed among standardized industrial classifications. No single industrial classification exceeds 3% of operating revenue, and no single customer of the System contributes more than 1% of operating revenue. RESULTS OF OPERATIONS The following is the detail of consolidated sales and revenue from sales of electricity by the System for the last five years.
Sales of Electricity (in thousands of kWh) --------------------- Classification 1995 1994 1993 1992 1991 - -------------- ---- ---- ---- ---- ---- Residential 7,837,527 7,879,747 7,749,514 7,666,992 7,584,426 Commercial 8,378,580 8,266,754 8,064,024 7,851,859 7,757,350 Industrial 4,952,217 4,858,638 4,863,059 4,870,612 4,955,001 Other 142,848 149,724 154,981 164,450 173,639 ---------- ---------- ---------- ---------- ---------- Total Sales to Ultimate Customers 21,311,172 21,154,863 20,831,578 20,553,913 20,470,416 Sales for Resale 1,592,577 2,289,091 1,958,499 2,125,463 3,031,660 ---------- ---------- ---------- ---------- ---------- Total 22,903,749 23,443,954 22,790,077 22,679,376 23,502,076 ---------- ---------- ---------- ---------- ---------- Revenues from Sales of Electricity (in thousands of dollars) ---------------------------------- Classification 1995 1994 1993 1992 1991 - -------------- ---- ---- ---- ---- ---- Residential $ 841,433 $ 811,585 $ 818,120 $ 775,973 $ 729,313 Commercial 773,138 741,194 742,121 728,645 687,605 Industrial 393,174 381,062 401,533 408,243 398,684 Other 25,836 24,580 24,745 24,776 24,900 ---------- ---------- ---------- ---------- ---------- Total Sales to Ultimate Customers 2,033,581 1,958,421 1,986,519 1,937,637 1,840,502 Amortization of Unbilled Revenues 8,209 38,458 2,700 Sales for Resale 79,452 88,912 80,554 82,580 102,411 ---------- ---------- ---------- ---------- ---------- Total 2,121,242 $2,085,791 $2,069,773 $2,020,217 $1,942,913 ---------- ---------- ---------- ---------- ----------
Kilowatt hour (kWh) sales to ultimate customers increased less than 1 percent in 1995. This increase was primarily due to a return to more normal weather in the fourth quarter of 1995, along with a warmer summer in 1995, partially offset by lower sales in the first quarter of 1995, due to unusually mild weather. In 1994, kWh sales to ultimate customers increased 1.6 percent over 1993, reflecting an improved economy. COMPETITIVE CONDITIONS The electric utility business is being subjected to rapidly increasing competitive pressures, stemming from a combination of trends, including the presence of surplus generating capacity, a disparity in electric rates among regions of the country, improvements in generation efficiency, increasing demand for customer choice, and new regulations and legislation intended to foster competition. To date, this competition has been most prominent in the bulk power market, in which non-utility generators have significantly increased their market share. Electric utilities have had exclusive franchises for the retail sale of electricity in specified service territories. As a result, competition in the retail market has been limited to (i) competition with alternative fuel suppliers, primarily for heating and cooling, (ii) competition with customer-owned generation, and (iii) direct competition among electric utilities to attract major new facilities to their service territories. These competitive pressures have led the subsidiaries of NEES (NEES Companies) and other utilities to offer, from time to time, special discounts or service packages to certain large customers. In states across the country, including Massachusetts, Rhode Island, and New Hampshire, there have been an increasing number of proposals to allow retail customers to choose their electricity supplier, with incumbent utilities required to deliver that electricity over their transmission and distribution systems (also known as "retail wheeling"). If electric customers were allowed to choose their electricity supplier, the Retail Companies' role would change and they would provide only distribution services. Power would be provided by power generators and marketers, which could be either affiliated or non-affiliated companies. In these competitive circumstances, utilities across the country that operate generation plants, such as NEP, would face the risk that market prices may not be sufficient to recover the costs of the commitments incurred to supply customers under a regulated industry structure. The amount by which costs exceed market prices is commonly referred to as "stranded costs". The NEES Companies derive approximately 70 percent, 23 percent, and 3 percent of their electric sales revenues from ultimate customers in Massachusetts, Rhode Island, and New Hampshire, respectively. Each of the Retail Companies purchases electricity under wholesale all-requirements contracts with NEES's wholesale generating subsidiary, NEP and resell it to their customers. Legislative or utility initiatives, such as Choice: New England, could ultimately result in changes in the relationship between NEP and its all-requirements customers. Choice: New England In October 1995, the NEES Companies announced a plan to allow all customers of electric utilities in Massachusetts, Rhode Island, and New Hampshire to choose their power supplier beginning in 1998. The plan, Choice: New England, was developed in response to 1995 decisions by the Massachusetts Department of Public Utilities (MDPU) and the Rhode Island Public Utilities Commission (RIPUC) that approved a set of principles for industry restructuring. These principles include allowing utilities the opportunity to recover stranded costs. Choice: New England was formally filed by Mass. Electric with the MDPU in February 1996. In March 1995, the RIPUC ordered all utilities in Rhode Island to file restructuring plans by April 12, 1996. In response to a RIPUC order, Narragansett plans to file a similar version of Choice: New England with the RIPUC in April 1996. Under Choice: New England, the Retail Companies would no longer sell electricity to their customers. Instead, customers would purchase electricity from a supplier of their choice, with the Retail Companies remaining responsible for providing distribution services to customers under regulated rates. Transmission services would be provided by a new affiliate, NEES Transmission Services, Inc. (NEES Trans), which would be formed by NEES to provide comparable service across the NEES Companies' transmission system. NEP has recently filed a proposed tariff rate with the Federal Energy Regulatory Commission (FERC) whereby its transmission facilities would be operated by NEES Trans subsidiary pursuant to a support agreement. See RATES, page 14. Under Choice: New England, the pricing of generation would be deregulated. However, customers would have the right to receive service under a "standard offer" from the incumbent utility or its affiliate, the pricing of which would be approved in advance by legislators or regulators. Customers electing the standard offer would be eligible to choose an alternative power supplier at any time, but would not be allowed to return to the standard offer. Under Choice: New England, transmission and distribution rates would remain regulated. Under Choice: New England, the Retail Companies' wholesale contracts with NEP would be terminated. In return, Choice: New England proposes that the cost of NEP's past generation commitments be recovered from the Retail Companies through a contract termination charge. The Retail Companies would, in turn, seek to recover the payments to NEP through a wires access or transition charge to retail customers. Those commitments, which are currently estimated at approximately $4 billion on a present value basis, primarily consist of (i) generating plant commitments, (ii) regulatory assets, (iii) purchased power contracts, and (iv) the operating cost of nuclear plants which cannot be mitigated by shutting down the plants (otherwise referred to as "nuclear costs independent of operation"). Sunk costs associated with utility generating plants, such as past capital investments, and regulatory assets would be recovered over ten years. The return on equity related to the unrecovered capital investments and regulatory assets would be reduced to one percentage point over the rate on long-term "BBB" rated utility bonds. Purchased power contract costs and nuclear costs independent of operation would be recovered as incurred over the life of those obligations, a period expected to extend beyond ten years. The access charge would be set at three cents per kWh for the first three years. Thereafter, the access charge would vary, but is expected to decline. The provisions of Choice: New England, including the proposed access charge, are subject to state approval and FERC approval. In March 1996, Mass. Electric filed a request with the MDPU to allow the implementation of two pilot programs to test the plan. The first would allow certain high technology customers in Massachusetts representing 1 percent of the NEES Companies' retail sales to have direct access to alternative power suppliers beginning in July 1996. The second would allow residential and small business customers in Massachusetts representing 0.5 percent of the NEES Companies' retail sales to have direct access beginning September 1, 1996. Three other utilities and the Massachusetts Division of Energy Resources (DOER) also filed plans with the MDPU in February 1996. The DOER's plan calls for direct access for all customers beginning in 1998 with a pilot program beginning in 1997. The DOER plan, however, proposes that, in exchange for stranded cost recovery, utilities divest their generating assets, either through sale or spinoff. The NEES Companies do not support the DOER mandatory divestiture proposal. The MDPU is expected to issue regulations on industry restructuring in September 1996 and to issue orders on the individual utility plans in 1997. Rhode Island Legislation In February 1996, the Speaker and Majority Leader of the House of Representatives of the Rhode Island Legislature announced the filing of legislation which would allow electric consumers in Rhode Island to choose their power supplier. Under the proposed legislation, large manufacturing customers and new large non- manufacturing customers would gain access to alternative power suppliers over a two-year period beginning in 1998. These customers represent approximately 14 percent of Narragansett's retail kWh sales. The balance of Rhode Island customers would gain access over a two- year period beginning in the year 2000, or earlier if consumers of 50 percent of the electricity in New England gain similar rights to choose their power supplier. The NEES Companies have announced their support for the proposed legislation. A key provision of the legislation authorizes utilities to recover the cost of past generation commitments through a transition access charge on utility distribution wires. The legislation divides those past commitments in the same manner as Choice: New England. The legislation proposes a 12-year recovery period for utility generation commitments and regulatory assets. The legislation would require Narragansett to transfer its 10 percent share of the Manchester Street Station and its transmission facilities to separate affiliates at net book value. (For further discussion on the Manchester Street Station repowering project, see Construction and Financing, page 44.) The legislation also establishes performance-based rates for distribution utilities, such as Narragansett. Under the legislation, Narragansett would be entitled to increase its distribution rates by approximately $10 million annually, for the period 1997 through 1999, less any increases in wholesale base rates from NEP passed on by Narragansett to customers. For those three years, Narragansett's return on equity would be subject to a floor of 6 percent and a ceiling of 11 percent. Earnings over the ceiling would be shared equally between customers and shareholders up to an absolute cap on return on equity of 12.5 percent. To the extent that earnings fall below the floor, Narragansett would be authorized to surcharge customers for the shortfall. Consideration by the Rhode Island Legislature of the proposed legislation is expected to be completed by the summer of 1996. Previously, in 1995, the Rhode Island Legislature passed legislation that would have allowed certain industrial customers to buy power from alternative suppliers, rather than through the local electric utility. Narragansett urged the Governor of Rhode Island to veto the legislation because Narragansett believed it would result in piecemeal deregulation that would not be fair to customers or shareholders. The Governor vetoed the proposed legislation, in part because of commitments by Narragansett to provide a two-year rate discount to manufacturing customers (see RATES, page 14) and to submit a specific and detailed proposal to the RIPUC addressing the issues associated with providing large customers with access to Narragansett's distribution system for the purpose of choosing an alternative power supplier. Other Legislative and Regulatory Initiatives In February 1996, the New Hampshire House of Representatives passed a bill requiring utilities in that state to file plans by June 1996 with the New Hampshire Public Utilities Commission (NHPUC) to provide customers with access to alternative suppliers. The bill allows the NHPUC significant discretion in determining the appropriate level of stranded cost recovery. The bill would authorize the NHPUC to impose a plan on utilities if none is filed and approved by July 1997. The bill is pending in the state Senate. In January 1996, Granite State reached an agreement with the NHPUC staff to conduct a retail access pilot for 3 percent of Granite State's customers. If approved by the NHPUC and the FERC, participating customers in the pilot will pay access charges that are on average over 90 percent of the charges proposed under Choice: New England. The agreement was reached in response to 1995 legislation which directed the NHPUC to establish a pilot program for the state's utilities. The agreement includes more favorable terms regarding stranded cost recovery than preliminary pilot guidelines issued by the NHPUC. In February 1996, the NHPUC indicated that further review of certain assumptions made in the agreement was necessary. The Commission also expanded the pilot to include new large commercial and industrial customers. Separately, in June 1995, the NHPUC issued a decision stating that franchise territories in New Hampshire are not exclusive as a matter of law. That decision is under appeal. In February 1996, the MDPU denied the recovery of stranded power generation costs in the context of the town of Stow, Massachusetts, attempting to purchase the distribution assets in that town owned by the neighboring Hudson Municipal Light Department. Although the MDPU reaffirmed its general position that utilities should have a reasonable opportunity to recover net, non- mitigable, stranded costs, it refused to allow recovery in this case stating that Hudson had not sufficiently demonstrated that stranded costs would be incurred and made no effort to mitigate any such costs. Both parties have appealed the MDPU decision, and the MDPU has stayed its decision pending appeal. In August 1995, the MDPU issued an order requiring a customer of another utility who installed cogenerating equipment to pay 75 percent of that utility's stranded costs attributable to serving the customer's load. The MDPU indicated the decision did not set a precedent for stranded cost recovery as part of industry restructuring. In March 1996, the FERC ruled that it would not review the MDPU's decision. The customer is expected to appeal the decision to the courts. In March 1995, the FERC issued a Notice of Proposed Rulemaking (NOPR) in which it stated that it is appropriate that legitimate and verifiable stranded costs be recovered from departing customers as a result of wholesale competition. The FERC also indicated that costs stranded as a result of retail competition would be subject to state commission review if the necessary statutory authority exists and subject to FERC review if the state commission does not have such authority. A final decision is expected during 1996. The NOPR also addressed open access transmission and indicated that those utilities owning transmission facilities would be required to file a tariff to make available comparable transmission service. For further discussion, see RATES, page 14. Risk Factors The major risk factors affecting recovery of at-risk assets are: (i) regulatory and legal decisions, (ii) the market price of power, and (iii) the amount of market share retained by the NEES Companies. First, there can be no assurance that a final restructuring plan ordered by regulatory bodies, or the courts, or through legislation will include an access charge that would fully recover stranded costs. If laws are enacted or regulatory decisions are made that do not offer an opportunity to recover stranded costs, NEES believes it has strong legal arguments to challenge such laws or decisions. Such a challenge would be based, in part, on the assertion that subjecting utility generating assets to competition without compensation for stranded costs, while requiring utilities to open access to their wires at historic cost-based rates, would constitute an unconstitutional taking of property without just compensation. Second, the access charge proposed under Choice: New England recovers only sunk costs, such as plant expenditures and contractual commitments. Because of a regional surplus of electric generation capacity, current wholesale power prices in the short-term market are based on the short-run fuel costs of generating units. Such wholesale prices are not currently providing a significant contribution toward other marginal costs, such as operation and maintenance expenses. The NEES Companies expect this situation to continue in a retail market. Third, revenues will also be affected by the NEES Companies' ability to retain existing customers and attract new customers in a competitive environment. As a result of the pressure on market prices and market share, it is likely that, even if Choice: New England is implemented, the NEES Companies would experience losses in revenue for an indeterminate period and increased revenue volatility. The major risk factors affecting the Retail Companies relate to the possibility of adverse regulatory decisions or legislation which limit the level of revenues the Retail Companies are allowed to charge for their services. Each of the Retail Companies' all- requirements purchased power contract with NEP requires either party to give seven years notice prior to terminating the contract. Termination of the contract would create stranded costs at NEP that NEP would seek to recover from the Retail Companies pursuant to the contract. In that event, the Retail Companies would seek recovery of such stranded costs from their customers. However, there is no assurance that the final restructuring plans ordered by state regulatory bodies or state legislatures will include provisions that allow the Retail Companies to fully recover any stranded costs passed on to the Retail Companies by NEP. In such an event, the Retail Companies could be faced with a significant amount of costs being billed to them by NEP that the Retail Companies could not fully recover from retail customers, for which the Retail Companies would seek a remedy in the courts. In addition, there is no assurance that any performance incentive system, which regulators might ultimately adopt with respect to any of the Retail Companies' distribution activities, would allow the Retail Companies to fully recover prudently incurred costs and earn a reasonable return on investment. Historically, electric utility rates have been based on a utility's costs. As a result, electric utilities are subject to certain accounting standards that are not applicable to other business enterprises in general. Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (FAS 71), requires regulated entities, in appropriate circumstances, to establish regulatory assets and liabilities, and thereby defer the income statement impact of certain costs that are expected to be recovered in future rates. The effects of regulatory, legislative, or utility initiatives could, in the near future, cause all or a portion of the NEES Companies' operations to cease meeting the criteria of FAS 71. In that event, the application of FAS 71 to such operations would be discontinued and a non-cash write-off of previously established regulatory assets and liabilities related to such operations would be required. At December 31, 1995, NEES had consolidated pre-tax regulatory assets (net of regulatory liabilities) of approximately $600 million, of which about $500 million is related to its subsidiaries' generation business (including approximately $200 million related to oil and gas properties regulated as part of the generation business which is recoverable in its entirety from NEP), $54 million is related to Mass. Electric, and $48 million is related to Narragansett. If competitive or regulatory change should cause a substantial revenue loss or lead to the permanent shutdown of any generating facilities, a write-down of plant assets could be required pursuant to Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (FAS 121). In addition, FAS 121 requires that all regulatory assets, which must have a high probability of recovery to be initially established, must continue to meet that high probability standard to avoid being written off. FAS 121, which is effective for NEES and its subsidiaries in January 1996, is not expected to have a material adverse impact on the financial condition or results of operations upon adoption, based on the current regulatory environment in which NEES's subsidiaries operate. However, the impact in the future may change as competitive factors and potential restructuring influence the electric utility industry. RATES General In 1995, 73% of the System's electric utility revenues was attributable to NEP, whose rates are subject to regulation by the FERC. The rates of Mass. Electric, Narragansett, and Granite State are subject to the respective jurisdictions of the state regulatory commissions in Massachusetts, Rhode Island, and New Hampshire. The rates of each of the Retail Companies contain a purchased power cost adjustment clause (PPCA). The PPCA is designed to allow the Retail Companies to pass on to their customers changes in purchased power expense resulting from changes allowed by the FERC in NEP's rates. PPCA changes become effective on the dates specified in the filing of the adjustments with the state regulatory commission (not earlier than 30 days after such filing) unless the state regulatory commission orders otherwise. There have been, on occasion, regulatory delays in permitting PPCA increases. Narragansett and Granite State rates have PPCA clauses that fully reconcile on an annual basis purchased power expenses incurred by the companies against purchased power related revenues. Under a case decided by the Rhode Island Supreme Court in 1977 (Narragansett v. Burke), NEP's wholesale rates must be accepted as allowable expenses for rate-making purposes by state commissions in retail rate proceedings. In 1986 and 1988 the U.S. Supreme Court reaffirmed this doctrine in two cases that did not involve NEP. However, the Narragansett v. Burke doctrine has been indirectly challenged by a number of state regulatory commissions which have held that federal preemption of the regulation of wholesale electric rates does not preclude the state commission from reviewing the prudence of a utility's decision to purchase power under a FERC-approved rate, and from disallowing costs if it finds that the purchase was an imprudent choice among alternative sources. In a 1985 opinion, the New Hampshire Supreme Court took this position on the issue of state regulation of wholesale power purchases. Also, legislation has been filed from time to time in Congress that would have eroded or repealed the doctrine. If state commissions were to refuse to allow the Retail Companies to include the full cost of power purchased from NEP in their rates, System earnings could be adversely affected. The rates of NEP and the Retail Companies contain fuel adjustment clauses that allow the rates to be adjusted to reflect changes in the cost of fuel. NEP's fuel clause is on a current basis. Mass. Electric has a fuel clause billing procedure that provides for billing of fuel costs estimated on a quarterly basis, while fuel costs billed by Narragansett and Granite State are estimated on a semi-annual basis. Billings are adjusted in the subsequent period for any excess or deficiency in fuel cost recovery. For a discussion of rates in a more competitive environment, see COMPETITIVE CONDITIONS, page 7. NEP Rates In February 1995, the FERC approved a rate agreement filed by NEP. Under the agreement, which became effective January 1995, NEP's base rates are frozen through 1996. Before this rate agreement, NEP's rate structure contained two surcharges that were recovering the costs of a coal conversion project and a portion of NEP's investment in the Seabrook 1 nuclear unit (Seabrook 1). These two surcharges fully recovered their related costs by mid-1995. However, under the rate agreement, the revenues continue to be collected as part of base rates. The agreement also provides for (i) full recovery of costs associated with the Manchester Street Station repowering project, which began commercial operation during the second half of 1995, (ii) the recovery of approximately $50 million of deferred costs associated with terminated purchased power contracts and postretirement benefits other than pensions (PBOPs) over seven years, (iii) full recovery of currently incurred PBOP costs, (iv) the recovery over three years of $27 million of costs related to the dismantling of a retired generating station in Rhode Island and the replacement of a turbine rotor at one of NEP's generating units, and (v) increased recovery of depreciation expense by approximately $8 million annually to recognize costs that will be incurred upon the eventual dismantling of its Brayton Point and Salem Harbor generating plants. Under the agreement, approximately $15 million of the $38 million in Seabrook 1 costs scheduled for recovery in 1995 pursuant to a 1988 settlement agreement were deferred for recovery in 1996. Finally, the agreement provided that NEP would reimburse its wholesale customers for discounts provided by those wholesale customers to their retail customers under service extension discount (SED) programs. Under these programs, retail customers are entitled to such discounts only if they have signed an agreement not to purchase power from another supplier or generate any additional power themselves for a three to five year period. Reimbursements in 1995 totaled $12 million. The FERC's approval of this rate agreement applies to all of NEP's customers except the Milford Power Limited Partnership (MPLP). MPLP, owner of a gas-fired power plant in Milford, Massachusetts, has protested this rate agreement based on issues related to the Manchester Street Station repowering project. See LEGAL PROCEEDINGS , page 60. Transmission Rates In response to the FERC NOPR discussed above, NEP and NEES Trans, a proposed new subsidiary of NEES, filed transmission tariffs in March 1996 at the FERC that will become applicable for all wholesale transmission transactions, including those of the Retail Companies. Under the proposed tariffs and accompanying support agreements, NEES Trans will provide all wholesale transmission services involving the NEES Companies' facilities under comparable, nondiscriminatory transmission rates. The existing NEES Companies would turn operational control of their transmission facilities over to NEES Trans in exchange for support payments from NEES Trans for these facilities. The existing NEES Companies may, at a later date, transfer their transmission assets to NEES Trans. The net book values of NEP's and Narragansett's transmission systems are approximately $340 million and $80 million, respectively. NEP is requesting that its filing become effective by June 1, 1996 or upon approval by the Securities and Exchange Commission (SEC), for the establishment of this new company. If approved as filed, the implementation of the tariffs would not have a significant impact on NEP's revenues. Mass. Electric Rates Rate schedules applicable to electric services rendered by Mass. Electric are on file with the MDPU. The MDPU approved a $31 million increase to base rates for Mass. Electric, effective October 1, 1995. In 1993, the MDPU approved a rate agreement filed by Mass. Electric, the Massachusetts Attorney General, and two groups of large commercial and industrial customers. Under the agreement, effective December 1, 1993, Mass. Electric implemented an 11-month general rate decrease of $26 million (annual basis). This rate reduction continued in effect through October 31, 1994, at which time rates increased to the previously approved levels. The agreement also provided for the recognition of electricity delivered but not yet billed (unbilled revenues) for accounting purposes. Unbilled revenues at September 30, 1993 of approximately $35 million were amortized to income over 13 months ending December 1994. The agreement further provided for rate discounts for large commercial and industrial customers who signed agreements to give a five year notice to Mass. Electric before they purchase power from another supplier or generate any additional power themselves. In addition, commencing in 1995 the cost of these discounts is being passed on to NEP as a result of a NEP rate settlement that was approved by the FERC in early 1995. The 1993 agreement also resolved all rate recovery issues associated with environmental remediation costs of Massachusetts manufactured gas waste sites formerly owned by Mass. Electric and its affiliates, as well as certain other environmental cleanup costs. See Hazardous Substances, page 40. Narragansett Rates Rate schedules applicable to electric services rendered by Narragansett are on file with the RIPUC and the Rhode Island Division of Public Utilities and Carriers. The RIPUC approved a settlement agreement that provides for a $15 million increase to base rates for Narragansett effective December 1, 1995. The RIPUC also approved $3 million of new discounts for manufacturing customers, the costs of which are not being recovered from other customers. In February 1995, the FERC approved a rate agreement, effective in January 1995, for NEP. This rate agreement, among other things, increased the credits Narragansett receives from NEP for the costs of owning and operating its generation and transmission facilities by $14 million on an annual basis. Narragansett supplies all of the output of its generating facilities to NEP. The increase in the credits reflects Narragansett's 10 percent investment in the Manchester Street Station, which entered commercial operation in the second half of 1995, and the transmission facilities associated with the station, which were placed in service in September 1994. An additional increase in these credits of approximately $2 million took effect in January 1996. In 1994, the RIPUC approved a rate agreement between Narragansett and the Rhode Island Division of Public Utilities and Carriers that provided for Narragansett to recognize, for accounting purposes, $14 million of unbilled revenues over a 21 month period which ended in December 1995. The agreement further provided for rate discounts for large commercial and industrial customers who signed agreements to give a five-year notice to Narragansett before they purchase power from another supplier or generate any additional power themselves. In addition, commencing in 1995 the cost of these discounts is being passed on to NEP as a result of the NEP rate settlement referred to above. Effective March 1993, the RIPUC approved a new PPCA mechanism for the recovery of all of Narragansett's purchased power costs, excluding fuel charges which continue to be recovered through a separate adjustment mechanism. Under the new mechanism any over or under-collections of purchased power expense will ultimately be passed on to customers including the effects of peak-demand billing fluctuations. Narragansett accrues the effects of this new mechanism on its books on a current basis. Effective January 1993, the RIPUC approved a $1.5 million increase in rates for Narragansett, representing the first step of a three-year phase-in of Narragansett's recovery of costs associated with PBOPs. The second and third $1.5 million increases took effect in January 1994 and 1995, respectively. A 1986 Rhode Island Supreme Court decision held that the RIPUC's rate-making power includes the authority to order refunds of amounts earned in excess of an allowed return. As a result, the RIPUC monitors Narragansett's earnings on a regular basis. Granite State Rates In July 1995, Granite State filed a $2.6 million rate increase request with the NHPUC. On October 31, 1995, Granite State received approval to collect an interim increase of $0.9 million, effective November 1, 1995, subject to refund or surcharge pending the final outcome of the full case. The NHPUC staff is recommending a rate decrease of approximately $0.3 million. A final decision is expected in 1996. Commencing in 1995, Granite State began offering discounts to large commercial and industrial customers who give Granite State a five year notice before they purchase power from another supplier or generate additional power themselves. Granite State is reimbursed for these discounts by NEP. Effective July 1, 1993, the NHPUC approved a $0.7 million increase in rates for Granite State to recover costs associated with PBOPs. Effective March 1993, the NHPUC authorized a $2.0 million rate increase for Granite State, with a retroactive adjustment to September 15, 1992 to reflect the difference between the authorized amount and the $1.4 million Granite State had been collecting on an interim basis since September 15, 1992. Recovery of Demand-Side Management Expenditures The three Retail Companies offer conservation and load management programs, usually referred to in the industry as Demand- Side Management (DSM) programs, which are designed to help customers use electricity efficiently, as a part of meeting the NEES Companies' future resource needs and customers' needs for energy services. The Retail Companies regularly file their DSM programs with their respective regulatory agencies and have received approval to recover DSM program expenditures in rates on a current basis. Mass. Electric's expenditures were $53 million, $59 million, $47 million in 1995, 1994, and 1993, respectively. Narragansett's expenditures were $9 million, $10 million, and $12 million in 1995, 1994, and 1993, respectively. Since 1990, the Retail Companies have been allowed to earn incentives based on the results of their DSM programs. The Retail Companies must be able to demonstrate the electricity savings produced by their DSM programs to their respective state regulatory agencies before incentives are recorded. Mass Electric recorded $5.1 million, $7.1 million, and $6.7 million of before-tax incentives in 1995, 1994, and 1993, respectively. Narragansett recorded $0.5 million, $0.6 million, and $0.5 million of before-tax incentives in 1995, 1994, and 1993, respectively. The Retail Companies have received regulatory orders that will give them the opportunity to continue to earn incentives based on 1996 DSM program results. GENERATION Energy Mix The following table displays the contributions of various fuel sources and other generation to total net generation of electricity by NEP during the past three years, as well as an estimate for 1996:
% of Net Generation ------------------------------ Estimated Actual --------- ------------------- 1996 1995 1994 1993 ---- ---- ---- ---- Coal 34 38 37 38 Nuclear 19 14 19 18 Gas (1) 27 22 16 16 Oil 2 10 10 11 Hydroelectric 6 5 6 6 Hydro-Quebec 6 5 6 5 Renewable Non-Utility Generation (2) 6 6 6 6 --- --- --- --- 100 100 100 100 (1) Gas includes both utility and non-utility generation. (2) Waste to energy and hydro.
Electric Utility Properties The electric utility properties of the System companies consist of NEP's and Narragansett's fossil-fuel base load and intermediate load steam and combined cycle generating units, conventional and pumped storage hydroelectric stations, internal combustion peaking units, portions of fossil fuel and nuclear generating units, the ownership interests of NEET, Mass. Hydro, and N.H. Hydro in the Hydro-Quebec Interconnection, and an integrated system of transmission lines, substations, and distribution facilities. See MAP - ELECTRIC UTILITY PROPERTIES, page 24. NEP's integrated system consists of 2,284 circuit miles of transmission lines, 117 substations with an aggregate capacity of 13,718,538 kVA, and 7 pole or conduit miles of distribution lines. The properties of Mass. Electric and Narragansett include substations and distribution and transmission lines, which are interconnected with transmission and other facilities of NEP. At December 31, 1995, Mass. Electric owned 256 substations, which had an aggregate capacity of 2,794,364 kVA, 142,636 line transformers with the capacity of 7,315,338 kVA, and 15,726 pole or conduit miles of distribution lines. Mass. Electric also owns 83 circuit miles of transmission lines. At December 31, 1995, Narragansett owned 237 substations, which had an aggregate capacity of 2,803,118 kVA, 48,828 line transformers with the capacity of 2,090,935 kVA, and 4,297 pole or conduit miles of distribution lines. Narragansett, in addition, owns 325 circuit miles of transmission lines. Substantially all of the properties and franchises of Mass. Electric, Narragansett, and NEP are subject to the liens of indentures under which mortgage bonds have been issued. For details of the mortgage liens on these properties see the long-term debt note in Notes to Financial Statements in each of these companies' respective 1995 annual reports. The properties of NEET are subject to a mortgage under its financing arrangements. The net capability at December 31, 1995, and the net generation for the twelve months ended December 31, 1995, from all sources were as follows:
Year(s) Placed Energy Net Net Source Location In-Service Source Capability Generation ------ -------- ---------- ------ ---------- ------------- Fossil Fuel Units (MW) (000's of MWh) Brayton Point Station Units 1,2 & 3 Somerset, 1963-1969 Coal-Oil-Gas(a) 1,130 7,137 Unit 4 Mass. 1974 Oil-Gas 446 1,220 Salem Harbor Station Units 1,2 & 3 Salem, 1952-1958 Coal-Oil(a) 314 1,893 Unit 4 Mass. 1972 Oil 400 661 Manchester St. Prov., 1941-1949, Gas-Oil 513 640 Station(b) R.I. 1995 Other System Me., 1963-1978 Oil 101 59 Units(c) Mass. Hydroelectric Units(d) Conventional Mass.,N.H. & Vt. 1909-1987 Water 577 1,258 Pumped Storage Bear Swamp Rowe, Mass. 1974 Water 589 (196) Nuclear Units(e) Yankees Conn., Me., 1968-1972 Nuclear 341 1,279 and Vt. Millstone 3 Waterford, 1986 Nuclear 140 978 Conn. Seabrook 1 Seabrook, 1990 Nuclear 115 835 N.H. Other(f) - - - 1,038 7,729 ----- ------ Total 5,704 23,493 ===== ======
(a) These units currently burn coal, but are also capable of burning oil. In addition Brayton Point Units 1, 2, and 3 are capable of limited co-firing of natural gas. (b) For a discussion of the Manchester Street Station repowering project, see Construction and Financing on page 44. (c) Includes (i) an interest in a jointly owned oil-fired unit in Yarmouth, Maine, and (ii) diesel units at various locations. (d) See Hydroelectric Project Licensing, page 38. (e) See Nuclear Units, page 29. (f) Capability includes contracted purchases (1,402) less contract sales (364 MW). Net generation includes the effects of the above contracted purchases and economy interchanges through the New England Power Exchange (including a 2 MW capacity credit associated with purchases from Hydro-Quebec and purchases from non-utility generation). For further information see Non- Utility Power Producer Information, page 27. NEP and Narragansett are members of the New England Power Pool (NEPOOL). Mass. Electric and Granite State participate in NEPOOL through NEP. The NEPOOL Agreement provides for coordination of the planning and operation of the generation and transmission facilities of its members. The NEPOOL Agreement incorporates generating capacity reserve obligations, provisions regarding the use of major transmission lines, and provisions for payment for facilities usage. The NEPOOL Agreement further provides for New England-wide central dispatch of generation through the New England Power Exchange. Through NEPOOL, operating and capital economies are achieved and reserves are established on a region-wide rather than an individual company basis. The 1995 NEPOOL peak demand of 20,499 MW occurred on July 27, 1995. This was slightly below the all time NEPOOL peak demand of 20,519 MW set on July 21, 1994. The 1995 summer peak for the System of 4,381 MW occurred at the same day as the NEPOOL peak demand. The previous all-time peak load of 4,385 MW occurred on July 21, 1994. The 1995-1996 winter peak of 4,069 MW occurred on December 14, 1995. MAP (Displays electric utility properties of NEES subsidiaries) Fuel for Generation NEP burned the following amounts of coal, residual oil, and gas during the past three years: 1995 1994 1993 ---- ---- ---- Coal (in millions of tons) 3.4 3.3 3.2 Oil (in millions of barrels) 1.7 3.4 5.0 Natural Gas (in billions of cubic feet) 16.2 4.0 0.7 Coal Procurement Program Depending on coal-fired generating unit availability and the degree to which the units are dispatched, NEP's 1996 coal requirements should range between 3.5 and 3.8 million tons. NEP obtains its domestic coal under contracts of varying lengths and on a spot basis from domestic coal producers in Kentucky, West Virginia, and Virginia, and from mines in Colombia and Venezuela. Two different rail systems (CSX and Norfolk Southern) transport coal from domestic sources to loading ports on the east coast. NEP's coal is transported from east coast ports by ocean-going collier to Brayton Point and Salem Harbor. NEP has a term charter with the Energy Enterprise, a self-unloading collier, which carries most of NEP's U.S. coal and a portion of foreign coal. See LEGAL PROCEEDINGS, page 60. NEP also charters other coal-carrying vessels for the balance of foreign coal, and presently has contracts of affreightment with Canada Steamship Lines, International and Malbulk Shipping Inc.. As protection against interruptions in coal deliveries, NEP maintains average coal inventories at its generating stations of 35 to 55 days. To meet environmental requirements, NEP uses coal with a relatively low sulphur content. NEP's average price for coal burned, including transportation costs, calculated on a 26 million Btu per ton basis, was $43.53 per ton in 1993, $42.90 in 1994, and $42.25 in 1995. Based on a 42 gallon barrel of oil producing 6.3 million Btu's, these coal prices were equivalent to approximately $10.57 per barrel of oil in 1993, $10.41 in 1994, and $10.25 in 1995. Oil Procurement Program Depending on unit availability, dispatch, and the relationship of oil and gas prices, the System's 1996 oil requirements are expected to be approximately 1.5 to 2.0 million barrels. The System obtains its oil requirements through contracts with oil suppliers and purchases on the spot market. Current contracts provide for minimum purchases of 0.4 million barrels at market related prices. The System currently has a total storage capacity for approximately 1.5 million barrels of residual and diesel fuel oil. The System's average cost of oil burned, calculated on a 6.3 million Btu per barrel basis, was $13.30 in 1993, $13.17 in 1994, and $14.46 in 1995. Natural Gas NEP uses natural gas at Manchester Street (see Construction and Financing, page 44) and, when gas is priced less than residual fuel oil, at Brayton Point Unit 4. Brayton Point Units 1, 2, and 3 also have limited capability to co-fire natural gas with coal. In 1995, approximately 56 billion cubic feet of gas were purchased at an average cost (excluding pipeline demand charges) of $1.70/MMBTU, 16 billion cubic feet of which were consumed at Brayton Point and Manchester Street Station. This price was equivalent to approximately 10.77 per barrel of oil. The remaining gas was sold to third parties or delivered to an independent power producer project from which NEP purchases power. NEP's principal service agreements for firm transportation are with the following pipeline companies: (1) 60 million cubic feet per day on TransCanada PipeLines, Ltd (TransCanada) from western Canada supply sources to an interconnection with Iroquois Gas Transmission System (Iroquois). NEP has released 25 million cubic feet per day of this pipeline capacity on a limited, recallable basis. (2) 60 million cubic feet per day on Iroquois to an interconnection with Tennessee Gas Pipeline Company (Tennessee). (3) 60 million cubic feet per day on Tennessee to an interconnection with Algonquin Gas Transmission Company (Algonquin). (4) 60 million cubic feet per day on ANR Pipeline Company from mid-continent supply sources to an interconnection with Columbia Gas Transmission (Columbia). NEP has released 15 million cubic feet per day of this pipeline capacity on a limited, recallable basis. (5) 60 million cubic feet per day on Columbia to an interconnection with Algonquin. NEP has released 15 million cubic feet per day of this pipeline capacity on a limited, recallable basis. (6) 95 million cubic feet per day on Algonquin to NEP's facilities. (7) 120 million cubic feet per day on an Algonquin lateral for deliveries to Brayton Point Station. NEP has contracts with two Canadian natural gas suppliers for a total of 35 million cubic feet per day . NEP has not signed any long-term supply arrangements with mid-continent producers. In addition, NEP has a 7.5 million cubic feet per day supply contract with Distrigas Corporation of Massachusetts (DOMAC). Service commenced December 1, 1995. Service under the pipeline agreements listed above and the DOMAC supply contract require minimum fixed payments. NEP's minimum fixed payments under all pipeline and supply agreements (including those listed above) are currently estimated to be approximately $60 million to $65 million per year from 1996 to 2000. Remaining fixed payments from 2001 through 2014 total approximately $625 million. The amount of the fixed payments is subject to FERC regulation and will depend on FERC actions affecting the rates on each of the pipelines. In connection with managing its fuel supply, NEP uses a portion of this pipeline capacity to sell natural gas. Proceeds from the sale of natural gas and pipeline capacity of $71 million, $55 million, and $21 million in 1995, 1994, and 1993, respectively, have been passed on to customers through NEP's fuel clause. Natural gas sales are expected to decrease as a result of the Manchester Street Station entering commercial operation in the second half of 1995. Nuclear Fuel Supply As noted below, NEP participates with other New England utilities in the ownership of several nuclear units. See Nuclear Units, page 29. The utilities responsible for supply for these units are not experiencing any difficulty in obtaining commitments for the supply of each element of the nuclear fuel cycle. Non-Utility Power Producer Information The System companies purchase a portion of the electricity generated by, or provide back-up or standard service to, 136 small power producers, cogenerators, or independent power producers (a total of 5,178,209 MWh of purchases in 1995). As of December 31, 1995, these non-utility generation sources include 26 low-head hydroelectric plants, 49 wind or solar generators, seven waste to energy facilities, 51 cogenerators, and three independent power producers. The total capacity of these sources is as follows: In Service Future Projects (12/31/95) Under Contract Source (MW) (MW) ------ ---------- --------------- Hydro 37 - Wind - 20 Waste to Energy 173 16 Cogeneration 304 - Independent Power Producers 380 - ---- -- Total 894 36 The in-service amount includes 743 MW of long-term capacity, 16 MW of short-term capacity, and 135 MW treated as load reductions and includes the Ocean State Power contracts discussed below. Ocean State Power Ocean State Power (OSP) and Ocean State Power II (OSP II) are general partnerships that own and operate a two unit gas-fired combined cycle electric power plant in Burrillville, R.I. The first unit began commercial operation on December 31, 1990 and the second unit went into service on October 1, 1991. The two units have a combined winter net electrical capability of approximately 562 MW. Each unit's capacity and energy output is sold under 20-year unit power agreements to a group of New England utilities, including NEP, which has contracts for 48.5% of the output of each unit. NEP is required to make certain minimum fixed payments to cover capital and fixed operating costs of these units in amounts estimated to be $75 million per year. Resources is a general partner with a 20% interest in both OSP and OSP II and had an equity investment of approximately $36 million at December 31, 1995. Interconnection with Quebec NEET, Mass. Hydro, and New Hampshire Hydro own and operate, on behalf of NEPOOL participants in the project, a 450 kV direct current transmission line and related terminals to interconnect the New England and Quebec transmission systems (the Interconnection). The transfer capability of the Interconnection is 2,000 MW. Operating limits implemented by adjacent Power Pools covering New York, New Jersey, Pennsylvania, and Maryland often restrict the effective transfer capability to a lower level. NEPOOL members purchase from and sell energy to Hydro-Quebec pursuant to several agreements. The principal agreement calls for NEPOOL members to purchase 7 billion kWh of energy each year for ten years (the Firm Energy Contract). Purchases under the Firm Energy Contract totaled over 5.2 billion kWh in 1995. Net energy deliveries from Hydro- Quebec over the Interconnection totaled more than 8 billion kWh in 1995. These additional deliveries reflect the use of the Interconnection by participants to conduct independent transactions with Hydro-Quebec on a regular basis. NEP is a participant in both the Phase I and Phase II projects of the Interconnection. NEP's participation percentage in both projects is approximately 18%. NEP and the other participants have entered into support agreements that end in 2020, to pay monthly their proportionate share of the total cost of constructing, owning, and operating the transmission facilities. NEP accounts for these support agreements as capital leases and accordingly recorded approximately $73 million in utility plant at December 31, 1995. Under the support agreements, NEP has agreed, in conjunction with any Phase II project debt financing, to guarantee its share of project debt. At December 31, 1995, NEP had guaranteed approximately $30 million of project debt. In the event any Interconnection facilities are abandoned for any reason, each participant is contractually committed to pay its pro-rata share of the net investment in the abandoned facilities. Nuclear Units General NEP is a stockholder of Yankee Atomic Electric Company (Yankee Atomic), Vermont Yankee Nuclear Power Corporation (Vermont Yankee), Maine Yankee Atomic Power Company (Maine Yankee), and Connecticut Yankee Atomic Power Company (Connecticut Yankee). Each of these companies (collectively referred to as the Yankee Companies) owns a single nuclear generating unit. In addition, NEP is a joint owner of the Millstone 3 nuclear generating unit in Connecticut and the Seabrook 1 nuclear generating unit in New Hampshire. Millstone 3 and Seabrook 1 are operated by subsidiaries of Northeast Utilities (NU). NEP pays its proportionate share of costs and receives its proportionate share of each unit's output. NEP's interest and investment in each of the Yankee Companies, Millstone 3, and Seabrook 1 and the net capability of each plant are as follows: Equity Net Investment Capability (12/31/95) Interest (MW) (in millions) -------- ---------- ------------- Yankee Atomic 30.0% * $ 7 Vermont Yankee 20.0% 96 10 Maine Yankee 20.0% 158 15 Connecticut Yankee 15.0% 87 15 ---- ---- Subtotal 341 $47 Net Investment in Plant** (12/31/95) (in millions) ------------- Millstone 3 12.2% 140 $386 Seabrook 1 9.9% 115 62 ---- ---- Subtotal 255 $448 ---- Total 595 ==== *Operations permanently ceased **Excludes nuclear fuel NEP has a 30% ownership interest in Yankee Atomic which owns a 185 megawatt nuclear generating station in Rowe, Massachusetts. In 1992, the Yankee Atomic board of directors decided to permanently cease power operation of the facility and to proceed with decommissioning. NEP has recorded an estimate of its total future payment obligations for post-operating costs to Yankee Atomic as a liability and an offsetting regulatory asset of $68 million each at December 31, 1995, reflecting its expected future rate recovery of such costs. NEP purchases the output of the other Yankee nuclear electric generating plants in the same percentages as its stock ownership of the Yankee Companies, less small entitlements taken by municipal utilities for Maine Yankee and Vermont Yankee. NEP has power contracts with each Yankee Company that require NEP to pay an amount equal to its share of total fixed and operating costs (including decommissioning costs) of the plant plus a return on equity. The stockholders of three Yankee Companies (Vermont Yankee, Maine Yankee, and Connecticut Yankee) have agreed, subject to regulatory approval, to provide capital requirements in the same proportion as their ownership percentages of the particular Yankee Company. There is widespread concern about the safety of nuclear generating plants. The Nuclear Regulatory Commission (NRC) regularly reviews the adequacy of its comprehensive requirements for nuclear plants. Many local, state, and national public officials have expressed their opposition to nuclear power in general and to the continued operation of nuclear power plants. From time to time, various organizations and individuals file petitions raising safety concerns at particular nuclear units. It is possible that this controversy will result in cost increases and modifications to, or premature shutdown of, the operating nuclear units in which NEP has an interest. Maine Yankee is currently operating at 90% power (790 MW) while the NRC conducts an investigation of allegations made by an anonymous individual. The allegations contend that Yankee Atomic, acting as agent for Maine Yankee, knowingly performed inadequate analyses of the plant's cooling system and that Maine Yankee misrepresented the analyses to the NRC in order to attain two license amendments to increase the rated thermal power at which Maine Yankee may operate. Maine Yankee and Yankee Atomic are also conducting an internal investigation into the matter. Maine Yankee is performing a new cooling system analysis in order to address the NRC's concerns with the existing analyses and intends to submit the new analysis to the NRC by mid-1996. The schedule for NRC review of, and action upon, the filing is unknown. The NRC also has on- going investigations into allegations about safety violations made by a whistle blower employee at Vermont Yankee. In January 1996, the NRC added the three units at Millstone Station to its Category 2 problem plant list. This designation indicates that "weaknesses have been identified that warrant increased NRC attention until the licensee demonstrates a period of improved performance." Although there are significant variations in the performance of the three units, a number of problems over the last five years, combined with a failure to sustain improved performance across all three units and to resolve employee concerns, resulted in the entire station being placed on the problem plant list. In addition, the NRC has ordered Millstone 1 and 2 to remain shutdown pending safety verification. NEP has no ownership interest in either Millstone 1 or 2. In March 1996, the NRC issued a letter requiring Millstone 3 and Connecticut Yankee to demonstrate to the NRC within 30 days a plan and schedule to ensure that the future operation of those units will be conducted in accordance with their operating licenses and safety provisions or face license suspension. The letter was issued based upon internal documentation provided to the NRC which stated that Millstone 3 and Connecticut Yankee may have some of the same underlying problems as Millstone 1 and 2. It is unknown what effect the increased NRC scrutiny will have on the operations and cost of Millstone 3 and Connecticut Yankee. Other non-affiliated facilities which have been on the problem plant list have incurred substantial additional capital and operating expenditures before the NRC designation was changed. On three occasions (most recently in 1987), referenda appeared on the ballot in Maine that, if passed, would have required the prompt shutdown of Maine Yankee. All the referenda were defeated. There is no assurance that similar measures will not appear on future ballots. Aging Units The remaining Yankee plants may experience age-related deterioration of essential plant equipment or facilities. To the extent that costly repair, replacement, or maintenance becomes necessary due to such deterioration, the overall economics of the unit would have to be re-evaluated and early shut-down of such units could occur, as was the case with the Yankee Atomic plant. Maine Yankee was shut down from January 1995 to January 1996 for refueling and repairs to the plant's steam generators. Analyses of the plant's steam generator tubes during the 1995 refueling revealed that approximately 60% of the tubes had sustained some level of circumferential cracking. Maine Yankee repaired the tubes by inserting reinforcing "sleeves" into all 17,100 tubes in its three steam generators. The sleeving repair was completed at a cost of $26.8 million ($4.8 million NEP share), significantly under the original $40 million ($7.2 million NEP share) budget. Maine Yankee has been operating at 90% capacity since January 1996, and plans to operate at 100% capacity upon resolution of the NRC investigation referred to above. Decommissioning Each of the Yankee Companies includes charges for all or a portion of decommissioning costs in its cost of energy. These charges vary depending upon rate treatment, the method of decommissioning assumed, economic assumptions, site and unit specific variables, and other factors. Any increase in these charges is subject to FERC approval. Each of the operating nuclear units has established decommissioning trust funds or escrow funds into which payments are being made to meet the projected cost of decommissioning and dismantling its plant. If any of the units were shut down prior to the end of its operating license, the funds collected for decommissioning to that point would be insufficient. Estimates of NEP's pro-rata share (based on ownership) of decommissioning costs, NEP's share of the actual book values of decommissioning fund balances set aside for each unit at December 31, 1995, and the expiration date of the operating license of each plant are as follows:
NEP's share of ($ in millions) ----------------------------- Estimated Decommissioning Fund License Costs Balances (1) Expiration Unit (in 1995 $) (12/31/95) Date ---- --------------- ------------ ---------- Yankee Atomic (2) $86 $33 -- Connecticut Yankee $58 $27 2007 Maine Yankee $71 $28 2008 Vermont Yankee $71 $27 2012 Millstone 3 $58 $14 2025 Seabrook 1 $43 $ 6 2026 (1) Certain additional amounts are anticipated to be available through tax deductions. (2) The estimated cost of decommissioning and the Fund Balance for Yankee Atomic reflect the decommissioning work completed through 1995.
NEP is currently collecting through rates amounts for decommissioning based upon cost estimates and funding methodologies authorized by FERC. Such estimates are determined periodically for each plant and may not reflect the current projected cost of decommissioning. There is no assurance that decommissioning costs actually incurred by the Yankee Companies, Millstone 3, or Seabrook 1 will not substantially exceed these amounts. For example, current decommissioning cost estimates assume the availability of permanent repositories for both low-level and high-level nuclear waste which do not currently exist. NRC rules require that reasonable assurance be provided that adequate funds will be available for the decommissioning of commercial nuclear power plants. The rule establishes minimum funding levels that licensees must satisfy. Each of the units in which NEP has an interest has filed a report with the NRC providing assurance that funds will be available to decommission the facility. A Maine statute provides that if both Maine Yankee and its decommissioning trust fund have insufficient assets to pay for the plant decommissioning, the owners of Maine Yankee are jointly and severally liable for the shortfall. The definition of owner under the statute covers NEP and may cover companies affiliated with it. NEP and the Retail Companies cannot determine, at this time, the constitutionality, applicability, or effect of this statute. If NEP or the Retail Companies were required to make payments under this statute, they would assess their legal remedies at that time. In any event, NEP and the Retail Companies would attempt to recover through rates any payments required. If any claim in excess of NEP's ownership share were enforced against a NEES company, that company would seek reimbursement from any other Maine Yankee stockholder which failed to pay its share of such costs. High-Level Waste Disposal The Nuclear Waste Policy Act of 1982 provides a framework and timetable for selection of sites for repositories of high-level radioactive waste (spent nuclear fuel) from United States nuclear plants. The U.S. Department of Energy (DOE) has entered into contracts with the Yankee Companies, the Millstone 3 joint owners, and the Seabrook 1 joint owners for acceptance of title to, and transportation and storage of, this waste. Under these contracts, each operating unit will pay fees to the DOE to cover the development and creation of waste repositories. Fees for fuel burned since April 1983 have been collected by the DOE on an ongoing basis at the rate of one tenth of a cent per kWh of net generation. Fees for generation up through April 1983 were determined by the DOE as follows: $13.2 million for Yankee Atomic, $48.7 million for Connecticut Yankee, $50.4 million for Maine Yankee, and $39.3 million for Vermont Yankee. Neither Millstone 3 nor Seabrook 1 has been assessed any fees for fuel burned through April 1983, because they did not enter commercial operation until 1986 and 1990, respectively. The Yankee Companies had several options to pay these fees. Yankee Atomic paid its fee to the DOE for the period through April 1983. The other three Yankee Companies elected to defer payment until a future date, thereby incurring interest expense. However, payment to the DOE must occur prior to the first delivery of spent fuel. Connecticut, Maine, and Vermont Yankee have segregated a portion of their respective DOE obligations in external accounts. The remainder of the funds have been used to support general capital requirements. All expect to separately fund in full in external accounts their DOE obligation (including accrued interest) prior to payment to the DOE. To the extent that any of the three Yankee Companies is unable to fully meet its DOE obligation at the prescribed time, NEP might be required to provide additional funds. Prior to such time that the DOE takes delivery of a plant's spent nuclear fuel, it is stored on site in spent fuel pools. Connecticut Yankee, Maine Yankee, Millstone 3, and Seabrook are in the process of reconfiguring their spent fuel pools to allow for additional storage capability. Upon successful completion of the reconfiguring, Connecticut Yankee, Maine Yankee, and Millstone 3 will have sufficient spent fuel pool capacity to support plant operation through the expiration of their respective current NRC license. Seabrook 1's licensed storage capacity will allow a full core discharge until 2011. Vermont Yankee is able to maintain a full core discharge capability until 2001. Yankee Atomic has adequate on-site storage capacity for all its spent fuel. Federal legislation enacted in 1987 directed the DOE to proceed with the studies necessary to develop and operate a permanent high-level waste disposal site at Yucca Mountain, Nevada. There is local opposition to development of this site. Although originally scheduled to open in 1998, the DOE currently estimates that the permanent disposal site is not expected to open before 2015. Nuclear waste legislation mandating DOE acceptance of spent fuel at an interim storage site in Nevada by January 1, 1998 was introduced in Congress in 1995. To date, the legislation has not been brought before the House or the Senate for vote. In January 1996, oral arguments were heard in a lawsuit filed in the U.S. Court of Appeals for the District of Columbia Circuit by 25 utilities, 22 public utilities commissions, and 17 states. The lawsuit petitions the court to declare the 1998 contract date a binding legal obligation and to order DOE to report back to the court with a plan for meeting that obligation. The Court is expected to issue a decision by May 1996. The legislation enacted in 1987 also provides for the development of a Monitored Retrievable Storage (MRS) facility and abandons plans to identify and select a second, permanent disposal site. An MRS facility would provide temporary storage for high-level waste prior to eventual permanent disposal. Pending a vote on the legislation mentioned above, it is not known when an MRS facility would begin accepting deliveries. Additional delays due to political and technical problems are likely. Federal authorities have deferred indefinitely the commercial reprocessing of spent nuclear fuel. Low-Level Waste Disposal In 1986, the Low-Level Radioactive Waste Policy Amendments Act was enacted by Congress. This statute allowed the states in which the three existing low-level waste disposal sites were located to deny access to non-regional waste generators after 1992. Under the statute, individual states are responsible for finding local sites for disposal or forming regional disposal compacts by defined milestone dates. None of the states in which NEP holds an interest in a nuclear facility has met the statutory milestones toward developing disposal sites. Currently, two low-level waste disposal sites in the U.S. are accepting non-regional waste, Chem-Nuclear Systems, Inc.'s site in Barnwell, South Carolina and Envirocare of Utah, Inc's site in Clive, Utah. The Barnwell facility reopened its services to most non-regional generators, on July 1, 1995 and is authorized to remain open until July 1, 2005. In March 1996, the South Carolina Supreme Court will hear oral arguments on a challenge to the constitutionality of the legislation re-opening the Barnwell facility to non-regional generators. Envirocare began accepting Class A low-level waste in 1995. Class A waste is the least contaminated of the three categories defining low-level waste. The Barnwell facility accepts all three categories of waste. Connecticut Yankee, Maine Yankee, Millstone 3, Seabrook, and Yankee Atomic are currently shipping low-level waste to these sites. The states of Maine and Vermont have established a compact with Texas for the disposal of low-level waste in Hudspeth County, Texas. The compact agreement has been approved in all three states and is now before the U.S. Congress. If Congress approves, the site is expected to begin accepting waste during 1997 or 1998. While Maine Yankee has been shipping its low-level waste off-site, Vermont Yankee has elected to store low-level waste on-site until that time. The compact releases Maine and Vermont from having to site an in-state disposal facility. Connecticut, Massachusetts, and New Hampshire are still required to pursue local or regional low-level waste disposal facilities. However, Massachusetts is expected to suspend its search for a local disposal facility in 1996. Nuclear Insurance The Price-Anderson Act limits the amount of liability claims that would have to be paid in the event of a single incident at a nuclear plant to $8.9 billion (based upon 110 licensed reactors). The maximum amount of commercially available insurance coverage to pay such claims is only $200 million. The remaining $8.7 billion would be provided by an assessment of up to $79.3 million per incident levied on each of the nuclear units in the United States, subject to a maximum assessment of $10 million per incident per nuclear unit in any year. The maximum assessment, which was most recently adjusted in 1993, is adjusted for inflation at least every five years. NEP's current interest in the Yankee Companies (excluding Yankee Atomic), Millstone 3, and Seabrook 1 would subject NEP to a $58.0 million maximum assessment per incident. NEP's payment of any such assessment would be limited to a maximum of $7.3 million per incident per year. As a result of the permanent cessation of power operation of the Yankee Atomic plant, Yankee Atomic has received from the NRC a partial exemption from obligations under the Price-Anderson Act. However, Yankee Atomic must continue to maintain $100 million of commercially available nuclear insurance coverage. Each of the nuclear units in which NEP has an ownership interest also carries nuclear insurance to cover the costs of property damage, decontamination or premature decommissioning and workers' claims resulting from a nuclear incident. These policies may require additional premium assessments if losses relating to nuclear incidents at units covered by this insurance occurring in a prior six year period exceed the accumulated funds available. NEP's maximum potential exposure for these assessments, directly, or indirectly through purchased power payments to the Yankees, is approximately $17 million per year. Other Items Federal legislation requires emergency response plans, approved by federal authorities, for nuclear generating units. The Yankee Companies, Seabrook 1, and Millstone 3 are not currently experiencing difficulty in maintaining approval of their emergency response plans. REGULATORY AND ENVIRONMENTAL MATTERS Regulation Numerous activities of NEES and its subsidiaries are subject to regulation by various federal agencies. Under the 1935 Act, many transactions of NEES and its subsidiaries are subject to the jurisdiction of the SEC. With the intensifying competitive pressures within the electric utility industry, there has been increasing debate about modifying or repealing the 1935 Act. The System supports its repeal. (See COMPETITIVE CONDITIONS, page 7). Under the Federal Power Act, certain electric subsidiaries of NEES are subject to the jurisdiction of the FERC with respect to rates, accounting, and hydroelectric facilities. In addition, the NRC has broad jurisdiction over nuclear units and federal environmental agencies have broad jurisdiction over environmental matters. The electric utility subsidiaries of NEES are also subject to the jurisdiction of regulatory bodies of the states and municipalities in which they operate. For more information, see: RATES, page 14, Nuclear Units, page 29, Fuel for Generation, page 25, Environmental Requirements, page 39, and OIL AND GAS OPERATIONS, page 50. Hydroelectric Project Licensing NEP is the largest operator of conventional hydroelectric facilities in New England. Most of NEP's hydroelectric projects are licensed by the FERC. These licenses expire periodically and the projects must be relicensed at that time. NEP's present licenses expire over a period from 2001 to 2020, excluding the Deerfield River Project discussed below. Upon expiration of a FERC license for a hydro project, the project may be taken over by the United States or licensed to the existing, or a new licensee. If the project were taken over, the existing licensee would receive an amount equal to the lesser of (i) fair value of the project or (ii) original cost less depreciation and amounts held in amortization reserves, plus in either case severance damages. The net book value of NEP's hydroelectric projects was $241 million as of December 31, 1995. In the event that a new license is not issued when the existing license expires, FERC must issue annual licenses to the existing licensee which will allow the project to continue operation until a new license is issued. A new license for a project may incorporate operational restrictions and requirements for additional non-power facilities (e.g., fish passage or recreational facilities) that could affect operation of the project, and may also require additional capital investment. For example, NEP has previously received new licenses for projects on the Connecticut River that involved construction of an extensive system of fish ladders. The license for the 84 MW Deerfield River Project expired at the end of 1993. NEP filed an application for a new license in 1991, which is still under review. NEP has signed, with 15 governmental agencies and advocacy groups, an Offer of Settlement which embodies operational, environmental and recreational conditions acceptable to the parties. NEP has received water quality certifications from the Commonwealth of Massachusetts and the State of Vermont needed to complete the FERC relicensing processing. In Vermont the certificate has been appealed by two advocacy groups who did not participate in the Offer of Settlement process. FERC has issued NEP an annual license to continue operation of the project under the terms and conditions of the expired license until a new license is issued or other disposition of the project takes place. The next NEP project to require a new license will be the 368 MW Fifteen Mile Falls Project on the Connecticut River in New Hampshire and Vermont. This license expires in 2001. The formal process of preparing an application for a new license will begin in 1996. In 1994, the FERC adopted a policy statement in which it asserted that it has authority over the decommissioning of licensed hydroelectric projects being abandoned or denied a new license. However, the FERC has recognized in the process leading to the policy statement, that mandated project removal would occur in only rare circumstances. The FERC also declined to require any generic funding mechanism to cover decommissioning costs. If a project is decommissioned, the licensee may incur substantial costs. Environmental Requirements Existing Operations The NEES subsidiaries are subject to federal, state, and local environmental regulation of, among other things: wetlands and flood plains; air and water quality; storage, transportation, and disposal of hazardous wastes and substances; underground storage tanks; and land-use. It is likely that the stringency of environmental regulation affecting the System and its operations will increase in the future. Siting and Construction Activities for New Facilities All New England states require, in certain circumstances, regulatory approval for site selection or construction of electric generating and major transmission facilities. Connecticut, Maine, Massachusetts, New Hampshire, and Rhode Island also have programs of coastal zone management that might restrict construction of power plants and other electrical facilities in, or potentially affecting, coastal areas. All agencies of the federal government must prepare a detailed statement of the environmental impact of all major federal actions significantly affecting the quality of the environment. The New England states have environmental laws which require project proponents to prepare reports of the environmental impact of certain proposed actions for review by various agencies. The System is not currently constructing generating plants or major transmission facilities. Environmental Expenditures Total System capital expenditures for environmental protection facilities have been substantial. System capital expenditures for such facilities amounted to approximately $23 million in 1993, $51 in 1994, and $39 million in 1995, including expenditures by NEP of $14 million, $44 million, and $32 million, respectively, for those years. The System estimates that capital expenditures for environmental protection facilities in 1996 and 1997 will not be material to the System. Hazardous Substances The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates a range of potentially hazardous products and by-products in its operations. NEES subsidiaries currently have an environmental audit program in place intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. NEES and/or its subsidiaries have been named as potentially responsible parties (PRPs) by either the U.S. Environmental Protection Agency (EPA) or the Massachusetts Department of Environmental Protection for 22 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against NEES and certain subsidiaries regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which NEES and its subsidiaries have been associated with are manufactured gas locations. (Until the early 1970s, NEES was a combined electric and gas holding company system.) NEES is aware of approximately 40 such locations (including eight of the 22 locations for which NEES Companies are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are currently aware of other sites, and may in the future become aware of additional sites, that they may be held responsible for remediating. NEES has been notified by the EPA that it is one of several PRPs for cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, where coal tar and other materials were deposited. Between 1931 and 1951, NEES and its predecessor owned all of the common stock of Green Mountain Power Corporation (GMP). Prior to, during, and after that time, gas was manufactured at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties required to pay the EPA's past response costs related to this site. NEES remains a PRP for ongoing and future response costs. In November 1992, the EPA proposed a cleanup plan estimated by the EPA to cost $50 million. In June 1993, the EPA withdrew this cleanup plan in response to public concern about the plan and its cost. The cost of any cleanup plan and NEES's share of such cost are uncertain at this time. NEES signed a settlement agreement in March 1996 establishing NEES's apportioned share of these costs. NEES believes it has adequate reserves for this site. In 1993, the MDPU approved a Mass. Electric rate agreement that allows for remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts to be met from a non-rate- recoverable interest-bearing fund of $30 million established on Mass. Electric's books in 1993. Rate- recoverable contributions of $3 million, adjusted for inflation, are added to the fund annually in accordance with the agreement. Any shortfalls in the fund would be paid by Mass. Electric and be recovered through rates over seven years. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by NEES or its subsidiaries. A preliminary review by a consultant hired by the NEES Companies of the potential cost of investigating and, if necessary, remediating Rhode Island manufactured gas sites resulted in costs per site ranging from less than $1 million to $11 million. An informal survey of other utilities conducted on behalf of NEES and its subsidiaries indicated costs in a similar range. Where appropriate, the NEES Companies intend to seek recovery from their insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts would be successful. At December 31, 1995, NEES had total reserves for environmental response costs of $50 million and a related regulatory asset of $19 million. NEES believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, are not be material to its financial position. Electric and Magnetic Fields (EMF) Concerns have been raised about whether EMF, which occur near transmission and distribution lines as well as near household wiring and appliances, cause or contribute to adverse health effects. Numerous studies on the effects of these fields, some of them sponsored by electric utilities (including NEES Companies), have been conducted and are continuing. Some of the studies have suggested associations between certain EMF and health effects, including various types of cancer, while other studies have not substantiated such associations. It is impossible to predict the ultimate impact on NEES subsidiaries and the electric utility industry if further investigations were to demonstrate that the present electricity delivery system is contributing to increased risk of cancer or other health problems. Many utilities, including the NEES Companies, have been contacted by customers regarding the potential relationship between EMF and adverse health effects. To date, no court in the United States has ruled that EMF from electrical facilities cause adverse health effects and no utility has been found liable for personal injuries alleged to have been caused by EMF. In any event, the NEES Companies believe that they currently have adequate insurance coverage for personal injury claims. Several state courts have recognized a cause of action for damage to property values in transmission line condemnation cases based on the fear that power lines cause cancer. It is difficult to predict what the impact on the NEES Companies would be if this cause of action is recognized in the states in which NEES Companies operate and in contexts other than condemnation cases. Air Approximately 45 percent of NEP's electricity is produced at eight older thermal generating units in Massachusetts. Six are principally fueled by coal, one by oil, and one by oil and gas. The federal Clean Air Act requires significant reduction in utility sulfur dioxide (SO2) and nitrogen oxides (NOx) emissions that result from burning fossil fuels by the year 2000 to reduce acid rain and ground-level ozone (smog). NEP reduced SO2 emissions under Phase 1 of the federal acid rain program and SO2 and NOx emissions under Massachusetts regulations, all of which took effect in 1995. The SO2 and NOx reductions that were made to meet 1995 requirements have resulted in one-time operation and maintenance costs of $21 million and capital costs of $110 million through December 31, 1995. Additional capital expenditures in 1996 are expected to be less than $3 million. Depending on fuel prices, NEP also expects to incur not more than $5 million annually in increased costs to purchase cleaner fuels to meet SO2 emission reduction requirements. All eight of NEP's thermal units will be subject to Phase 2 of the federal and state acid rain regulations that become effective in 2000. NEP believes that the SO2 controls already installed for the 1995 requirements will satisfy the Phase 2 acid rain regulations. In connection with the federal ozone emission requirements, state environmental agencies in ozone non-attainment areas are developing a second phase of NOx reduction regulations that would have to be fully implemented by NEP no later than 1999. While the exact costs are not known, NEP estimates that the cost of implementing these regulations would not jeopardize continued operation of NEP's units. The generation of electricity from fossil fuel also emits trace amounts of certain hazardous air pollutants and fine particulates. An EPA study of utility hazardous air pollutant emissions is expected to be completed in 1996. The study's conclusions could lead to new emission standards requiring costly controls or fuel restrictions on NEP plants. At this time, NEES and its subsidiaries cannot estimate the impact the findings of this research might have on NEP's operations. Under the System's own 1993 corporate resource plan, also known as NEESPLAN 4, the System has a goal to reduce CO2, SOx, and NOx emissions by 2000 to 20%, 60%, and 60%, respectively, below 1990 levels. Consistent with the CO2 goal, in 1995, the NEES Companies and the DOE executed an accord in which the Companies committed to reduce greenhouse gas emissions (e.g. CO2) 20% below 1990 levels by 2000. The accord was executed pursuant to the Climate Challenge Program, a joint voluntary effort of the DOE and the electric utility industry. Climate Challenge is a component of President Clinton's Climate Change Action Plan. Water The federal Clean Water Act prohibits the discharge of any pollutant (including heat), except in compliance with a discharge permit issued by the states or the EPA for a term of no more than five years. NEP and Narragansett have received required permits for all their steam-generating plants. NEET has received its required surface water discharge permits for all of its current operations. NEES facilities store substantial amounts of oil and are required to have spill prevention control and counter-measure (SPCC) plans. Currently, major System facilities such as Brayton Point and Salem Harbor have up-to-date SPCC plans. A comprehensive study of smaller facilities has been completed to determine the appropriate plans for these facilities and a five-year implementation plan is underway. Nuclear The NRC, along with other federal and state agencies, has extensive regulations pertaining to environmental aspects of nuclear reactors. Safety aspects of nuclear reactors, including design controls and inspection programs to mitigate any possibility of nuclear accidents and to reduce any damages therefrom, are also subject to NRC regulation. See Nuclear Units, page 29. CONSTRUCTION AND FINANCING In 1995, NEES subsidiaries' completed the approximately 500 MW repowering of Manchester Street Station in Providence, R.I. Narragansett and NEP operated three steam electric generating units of approximately 45 MW each which went into service at Manchester Street Station in the 1940s. During 1992, NEP acquired a 90% interest in the site and the Station in anticipation of the repowering project. As part of the repowering project, three new combustion turbines and heat recovery steam generators were added to the Station, replacing the existing boilers. The existing steam turbines were replaced with new and more efficient turbines of slightly larger capacity. The fuel for generation, which was primarily residual oil, was be replaced with natural gas, using distillate oil as an emergency backup. See Fuel for Generation, page 25. Repowering more than tripled the power generation capacity of Manchester Street Station and has substantially increased the plant's thermal efficiency. It is expected that the plant's capacity factor will also increase. Certain air emissions are projected to decrease relative to historical levels because of the change in fuels and the increase in efficiency. Substantial additions to Narragansett's high voltage transmission network were necessary in order to accommodate the output of the plant. Two 7-mile 115 kV underground transmission cables (located primarily in public ways) are in service, which connect the repowered station to existing 115 kV lines at a new substation. Total cost for the generating station will be approximately $450 million, including allowance for funds used during construction (AFDC). In addition, related transmission improvements were placed in service in September 1994 at a cost of approximately $60 million. Estimated construction expenditures (including nuclear fuel) for the System's electric utility companies are shown below for 1996 through 1998. The System conducts a continuing review of its construction and financing programs. These programs and the estimates shown below are subject to revision based upon changes in assumptions as to System load growth, rates of inflation, receipt of adequate and timely rate relief, the availability and timing of regulatory approvals, new environmental and legal or regulatory requirements, total costs of major projects, and the availability and costs of external sources of capital. The anticipated capital requirements for oil and gas operations are not included in the table below. See OIL AND GAS OPERATIONS page 50.
Estimated Construction Expenditures ----------------------------------- 1996 1997 1998 Total ---- ---- ---- ----- (In Millions - excluding AFDC) NEP - --- Generation (1) 50 35 40 125 Transmission 35 25 30 90 ---- ---- ---- ---- Total NEP 85 60 70 215 ---- ---- ---- ---- Mass. Electric - -------------- Distribution 105 95 100 300 Narragansett - ------------ Transmission 20 15 15 50 Distribution 30 30 30 90 ---- ---- ---- ---- Total Narragansett 50 45 45 140 ---- ---- ---- ---- Granite State - ------------- Distribution 5 5 5 15 ---- ---- ---- ---- Combined Total - -------------- Generation (1) 50 35 40 125 Transmission 55 40 45 140 Distribution 140 130 135 405 ---- ---- ---- ---- Grand Total 245 205 220 670 ---- ---- ---- ------ (1) Includes Nuclear Fuel
Financing All of NEP's construction expenditures during the period from 1996 to 1998 will be financed by internally generated funds. The proportion of the Retail Companies' construction expenditures estimated to be financed by internally generated funds during the period from 1996 to 1998 is: Mass. Electric 85% Narragansett 90% Granite State 75% The general practice of the operating subsidiaries of NEES has been to finance construction expenditures in excess of internally generated funds initially by issuing unsecured short-term debt. This short-term debt is subsequently reduced through sales by such subsidiaries of long-term debt securities and preferred stock, and through capital contributions from NEES to the subsidiaries. NEES, in turn, generally has financed capital contributions to the operating subsidiaries through retained earnings and the sale of additional NEES shares. Since April 1991, NEES has been meeting all of the requirements of its dividend reinvestment and common share purchase plan and employee share plans through open market purchases. Under these plans, NEES may revert to the issuance of new common shares at any time. The ability of NEP and the Retail Companies to issue short-term debt is limited by regulatory restrictions, by provisions contained in their charters, and by certain debt and other instruments. Under the charters or by-laws of NEP, Mass. Electric, and Narragansett, short-term debt is limited to 10% of capitalization. The preferred stockholders authorized these limitations to be increased to 20% of capitalization until 1998 for NEP and Narragansett, and until 1999 for Mass. Electric, at which time the limits will revert to 10% of capitalization. The following table summarizes the short-term debt limits at December 31, 1995, and the amount of outstanding short-term debt and lines of credit and standby bond facilities at such date.
($ millions) Lines of Credit/ Standby Bond Limit Outstanding Facilities ----- ----------- ---------------- NEP 339 125 510 Mass. Electric 150 55 90 Narragansett 94 23 41 Granite State 10 4 7
NEES and certain subsidiaries, with regulatory approval, operate a money pool to more effectively utilize cash resources and to reduce outside short-term borrowings. Short-term borrowing needs are met first by available funds of the money pool participants. Borrowing companies pay interest at a rate designed to approximate the cost of outside short-term borrowings. Companies which invest in the pool share the interest earned on a basis proportionate to their average monthly investment in the money pool. Funds may be withdrawn from or repaid to the pool at any time without prior notice. At December 31, 1995, NEP, Mass. Electric, and Narragansett each had money pool borrowings of approximately $1 million and Granite State had money pool borrowings of approximately $4 million. In order to issue additional long-term debt and preferred stock, NEP and the Retail Companies must comply with earnings coverage requirements contained in their respective mortgages, note agreements, and preference provisions. The most restrictive of these provisions in each instance generally requires (1) for the issuance of additional mortgage bonds by NEP, Mass. Electric, and Narragansett, for purposes other than the refunding of certain outstanding mortgage bonds, a minimum earnings coverage (before income tax) of twice the pro forma annual interest charges on mortgage bonds, and (2) for the issuance of additional preferred stock by NEP, Mass. Electric, and Narragansett, minimum gross income coverage (after income tax) of one and one-half times pro forma annual interest charges and preferred stock dividends, in each case for a period of twelve consecutive calendar months within the fifteen calendar months immediately preceding the proposed new issue. The respective long-term debt and preferred stock coverages of NEP and the Retail Companies under their respective mortgage indentures, note agreements, and preference provisions, are stated in the following table for the past three years:
Coverage ----------------------- 1995 1994 1993 ---- ---- ---- NEP - --- General and Refunding Mortgage Bonds 4.05 4.13 4.66 Preferred Stock 2.45 2.60 2.76 Mass. Electric - -------------- First Mortgage Bonds 2.82 3.65 3.15 Preferred Stock 1.71 2.02 2.02 Narragansett - ------------ First Mortgage Bonds 3.10 2.16 2.47 Preferred Stock 2.01 1.61 1.78 Granite State - ------------- Notes (1) 2.38 2.26 2.41 (1) As defined under the most restrictive note agreement.
RESEARCH AND DEVELOPMENT Expenditures for the System's research and development activities totaled $9.5 million, $8.3 million, and $7.5 million in 1993, 1994, and 1995, respectively. Total expenditures are expected to be about $8.6 million in 1996. About 37% of these expenditures support the Electric Power Research Institute, which conducts research and development activities on behalf of its sponsors and provides the System with access to a wide range of relevant research results at minimum cost. The System also directly funds research projects of a more site-specific concern to the System and its customers. These projects include: - creating options to allow the use of economically-priced fossil fuels without adversely affecting plant performance, and to insure safe, reliable and environmentally sound production of electric energy at the lowest cost; - developing and assessing new information and methods to understand and reduce the environmental impacts of System operations including investigation of offset methods for counterbalancing greenhouse gas emissions away from the source; - developing, assessing and demonstrating new generation technologies and fuels that will ensure economic, efficient and environmentally sound production of electric energy in the future; an example of this is the planned demonstration project linking advanced fuel cell technology to a biomass fuel at the Massachusetts Water Resources Authority Deer Island facility; - creating options to maintain electric service quality and reliability for customers at the lowest cost; and - developing conservation, load control, and rate design measures that will help customers use electric energy more efficiently. OIL AND GAS OPERATIONS GENERAL Since 1974, NEEI has engaged in oil and gas exploration and development, primarily through a partnership with Samedan Oil Corporation (Samedan), a subsidiary of Noble Affiliates, Inc. NEEI's oil and gas activities are regulated by the SEC under the 1935 Act. Under the terms of the Samedan-NEEI partnership agreement, Samedan is the managing partner and oversees all partnership operations including the sale of production. Effective January 1, 1987, NEEI decided not to acquire new oil and gas prospects due to prevailing and expected oil and natural gas market conditions. This decision did not affect NEEI's interests and commitments in oil and gas properties owned as of December 31, 1986 by the Samedan-NEEI partnership. Samedan continues to explore, develop, and manage these properties on behalf of the partnership. Thus, the results of NEEI's operations are substantially affected by the performance of Samedan. Samedan may elect to terminate the partnership at the end of any calendar year upon one year's prior notice. NEEI is required to obtain SEC approval for further investment in these oil and gas properties. On December 20, 1994, the SEC issued an order authorizing NEEI to invest up to $30 million in its partnership with Samedan for the years 1995-1998. NEEI is winding down its oil and gas program. The level of expenditures for exploration and development of existing properties has declined as a result of the decision not to acquire new oil and gas prospects after December 31, 1986. NEEI's activities are primarily rate-regulated and consist of all prospects entered into prior to 1984. Losses from this rate-regulated program are being passed on to NEP and ultimately to retail customers, under an intercompany pricing policy (Pricing Policy) approved by the SEC. Due to declines in oil and gas prices, NEEI has incurred operating losses since 1986 and expects to generate substantial additional losses in the future. NEP's ability to pass such losses on to its customers was favorably resolved in NEP's 1988 FERC rate settlement. This settlement covered all costs incurred by or resulting from commitments made by NEEI through March 1, 1988. Other subsequent costs incurred by NEEI are subject to normal regulatory review. NEEI follows the full cost method of accounting for its oil and gas operations, under which capitalized costs (including interest paid to banks) relating to wells and leases determined to be either commercial or non-commercial are amortized using the unit of production method. Due to the Pricing Policy, NEEI's rate-regulated program has not been subject to certain SEC accounting rules, applicable to non-rate-regulated companies, which limit the costs of oil and gas property that can be capitalized. The Pricing Policy has allowed NEEI to capitalize all costs incurred in connection with fuel exploration activities of its rate regulated program, including interest paid to banks of which $10 million was capitalized in 1995 and 1994, and $9 million in 1993, respectively. In the absence of the Pricing Policy, the SEC's full cost "ceiling test" rule requires non-rate regulated companies to write-down capitalized costs to a level which approximates the present value of their proved oil and gas reserves. Based on NEEI's 1995 average oil and gas selling prices at December 31, 1995, if this test were applied, it would have resulted in a write-down of approximately $112 million after-tax. RESULTS OF OPERATIONS Revenues from natural gas sales were lower in 1995 versus 1994 due to decreased production levels and a decrease in natural gas prices. NEEI expects 1996 natural gas revenues to be lower than 1995 revenues due to lower production. NEEI's 1995 oil and gas exploration and development expenditures were $7 million. NEEI's estimated proved reserves decreased from 12.4 million barrels of oil and gas equivalent at December 31, 1994, to 10.8 million barrels of oil and gas equivalent at December 31, 1995. Production, primarily from offshore Gulf properties, decreased reserves by 3.0 million equivalent barrels. Additions and revisions primarily on offshore Gulf properties increased reserves by 1.4 million equivalent barrels. Prices received by NEEI for its natural gas from its major producing properties varied considerably during 1995, from approximately $0.85/MCF to $1.66/MCF, due principally to seasonal fluctuations and regional variations in gas prices. NEEI's overall average gas price in 1995 was $1.48/MCF. The results of NEEI's oil and gas program will continue to be affected by developments in the world oil market and the domestic market for natural gas, including actions by the federal government and by foreign governments, which may affect the price of oil and gas, and the terms of contracts under which gas is sold. The following table summarizes NEEI's crude oil and condensate production in barrels, natural gas production in MCF, and the average sales price per barrel of oil and per MCF of natural gas produced by NEEI during the years ended December 1995, 1994, and 1993, and the average production (lifting) cost per dollar of gross revenues.
Years Ended December 31, ---------------------------------- 1995 1994 1993 ---- ---- ---- Crude oil and condensate production (barrels) 339,228 362,645 477,545 Natural gas production 16,246,149 18,011,275 19,696,944 (MCF) Average sales price per barrel of oil and $16.97 $15.19 $17.76 condensate Average sales price per MCF of natural gas $1.48 $1.94 $1.96 Average production cost (including severance taxes) per dollar of gross revenue $0.17 $0.12 $0.14
OIL AND GAS PROPERTIES During 1995, principal producing properties, representing approximately 65% of NEEI's 1995 revenues, were (i) a 50% working interest in Brazos Blocks A-52, A-65, and A-37, located in federal waters offshore Texas, (ii) a 25% working interest in Main Pass Blocks 93, 94, 102, and 90, located in Federal waters offshore Louisiana, (iii) a 15% working interest in High Island Blocks 21, 22, 34, 50, and 51, located in Federal waters offshore Texas, (iv) a 12.5% working interest in Main Pass Blocks 107 and 108, located in Federal waters offshore Louisiana, and (v) a 7.5% working interest in High Island Blocks 365 and 376, located in Federal waters offshore Texas. Other major producing properties during 1995 included a 15% working interest in Eugene Island 28 located in Federal waters offshore Louisiana, a 15% working interest in Brazos Blocks 399, 400, 412, 413, and 435, located in Federal waters offshore Texas, a 13.3% working interest in Matagorda Island Block 587, located in Federal waters offshore Texas, a 3.2% working interest in the Sand Dunes Units, Derrick Draw Field, Converse County, Wyoming, and a 9.7% interest in Eugene Island 24, located in Federal waters offshore Louisiana. As used in the tables below, (i) a productive well is an exploratory or a development well that is not a dry well, (ii) a dry well is an exploratory or development well found to be incapable of producing either oil or gas in commercial quantities, (iii) "gross" refers to the total acres or wells in which NEEI has a working interest, and (iv) "net," as applied to acres or wells, refers to gross acres or wells multiplied by the percentage working interest owned by NEEI. The following table shows the approximate undeveloped acreage held by NEEI as of December 31, 1995. Undeveloped acreage is acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas, regardless of whether such acreage contains proved reserves.
Location Gross Acres Net Acres -------- ----------- --------- Offshore-Gulf of Mexico 4,495 1,249 Other 44,679 8,191 ------- ------ Total 49,174 9,440
During the years ended December 31, 1995, 1994, and 1993 NEEI participated in the completion of the following net exploratory and development wells:
Net Exploratory Wells Net Development Wells --------------------- --------------------- Year Ended Productive* Dry Productive* Dry ---------- ---------- --- ---------- --- December 31, 1995 0 0 1 0 December 31, 1994 0 0 1 0 December 31, 1993 0 2 0 0 *Includes depleted wells
The following table summarizes the total gross and net productive wells and the approximate total gross and net developed acres, both as of December 31, 1995:
Oil Gas Developed Acres --- --- ------------------ Gross Net Gross Net Gross Net ----- --- ----- --- ------- ------ 137 16 542 64 292,568 55,148
At December 31, 1995 NEEI was drilling or completing two gross wells, which represents less than one net well. CAPITAL REQUIREMENTS AND FINANCING Estimated expenditures in 1996 for NEEI's exploration and development program are approximately $15 million, of which capitalized interest costs are approximately $10 million. Internal funds are expected to provide 100% of NEEI's capital requirements for 1996. In April 1995, NEEI refinanced its outstanding borrowings through a credit agreement which currently provides for borrowings of up to $225 million. Borrowings under this credit agreement are principally secured by a pledge of NEEI's rights with respect to NEP under the Pricing Policy covering the rate-regulated program. The amount available for borrowing under the revolving credit agreement decreases annually, beginning April 13, 1996 and expiring April 13, 2002. NEEI MAP Major Oil and Gas Properties EXECUTIVE OFFICERS NEES - ---- All executive officers are elected to continue in office subject to Article 19 of the Agreement and Declaration of Trust until the first meeting of the Board of Directors following the next annual meeting of shareholders, or the special meeting of shareholders held in lieu of such annual meeting, and until their successors are chosen and qualified. The executive officers also serve as officers and/or directors of various subsidiary companies. John W. Rowe - Age: 50 - President and Chief Executive Officer since 1989 - Elected Chairman of NEP in 1993 - President of NEP from 1991 to 1993 - Chairman of NEP from 1989 to 1991. Alfred D. Houston - Age: 55 - Executive Vice President since 1994 - Senior Vice President-Finance from 1987 to 1994 - Vice President of NEP from 1987 to 1994 - Vice President of Narragansett since 1976 - Treasurer of Narragansett since 1977. Richard P. Sergel - Age: 46 - Elected Senior Vice President in 1996 - Vice President from 1992 to 1995 - Treasurer from 1990 to 1991 - Chairman of Mass. Electric and Narragansett since 1993 - Treasurer of NEP and Mass. Electric from 1990 to 1991 - Vice President of the Service Company from 1988 to 1993. Jeffrey D. Tranen - Age: 49 - Elected Senior Vice President in 1996 - Vice President from 1991 to 1995 - President of NEP since 1993 - Vice President of NEP from 1984 to 1993 - President of Mass. Hydro, N.H. Hydro, and NEET since 1991. Cheryl A. LaFleur - Age: 41 - Elected Vice President, Secretary, and General Counsel in 1995 - Vice President of Mass. Electric from 1993 to 1995 - Vice President of the Service Company from 1992 to 1993 - Senior Counsel for the Service Company from 1989 to 1991 - Elected Vice President of NEP in 1995. Michael E. Jesanis - Age: 39 - Treasurer since 1992 - Director of Corporate Finance from 1990 to 1991. NEP - --- The Treasurer is elected by the stockholders to hold office until the next annual meeting of stockholders and until the successor is duly chosen and qualified. The other executive officers are elected by the Board of Directors to hold office subject to the pleasure of the directors and until the first meeting of directors after the next annual meeting of stockholders and until their successors are duly chosen and qualified. Certain officers of NEP are, or at various times in the past have been, officers and/or directors of the System companies with which NEP has entered into contracts and had other business relations. John W. Rowe* - Chairman since 1993 - President from 1991 to 1993 - Chairman from 1989 to 1991. Jeffrey D. Tranen* - President since 1993 - Vice President from 1984 to 1993. Andrew H. Aitken - Age: 51 - Elected Vice President in 1995 - Director of Environmental and Safety for the Service Company since 1993 - Director, Environmental Affairs for the Service Company from 1981 to 1993. Lawrence E. Bailey - Age: 52 - Vice President since 1989 - Plant Manager of Brayton Point Station from 1987 to 1991. Jeffrey A. Donahue - Age: 37 - Vice President since 1993 - various engineering positions with the Service Company since 1983 - Director of Construction since 1992 - Chief Electrical Engineer since 1991. Cheryl A. LaFleur* - Elected Vice President effective December 31, 1995. John F. Malley - Age: 47 - Vice President since 1992 - Manager of Generation Planning for the Service Company from 1986 to 1991. Arnold H. Turner - Age: 55 - Vice President since 1989 - Director of Transmission Marketing since 1993. Jeffrey W. VanSant - Age: 42 - Vice President since 1993 - Manager of Oil and Gas Exploration and Development for the Service Company from 1985 to 1993 - Manager of Oil and Gas Procurement from 1992 to 1993 - Manager of Natural Gas Supply from 1989 to 1992. Michael E. Jesanis* - Treasurer since 1992. Howard W. McDowell - Age: 52 - Controller since 1987 - Controller of Mass. Electric and Narragansett since 1987 - Treasurer of Granite State since 1984. *Please refer to the material supplied under the caption EXECUTIVE OFFICERS - NEES for other information regarding this officer. Mass. Electric - -------------- The Treasurer is elected by the stockholders to hold office until the next annual meeting of stockholders and until the successor is duly chosen and qualified. The other executive officers are elected by the board of directors to hold office subject to the pleasure of the directors and until the first meeting of the directors after the next annual meeting of stockholders. Certain officers of Mass. Electric are, or at various times in the past have been, officers and directors of System companies with which Mass. Electric has entered into contracts and had other business relations. Richard P. Sergel - Chairman since 1993 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEES for other information regarding Mr. Sergel. John H. Dickson - Age: 53 - President since 1990. John C. Amoroso - Age: 57 - Vice President since 1993 - District Manager, Southeast District from 1992 to 1993 - Manager, Southeast District from 1985 to 1992. Eric P. Cody - Age: 45 - Elected Vice President in 1995 - Vice President and Director, Information Services for the Service Company from 1991 to 1995. Peter H. Gibson - Age: 50 - Vice President since 1995 - Director of Business Marketing since 1995 - Director of Business Marketing for the Service Company from 1993 to 1994 -Director of Conservation and Load Management (C&LM) and Commercial and Industrial Services for the Service Company from 1992 to 1993 - Manager of C&LM for the Service Company from 1987 to 1991. Charles H. Moser - Age: 55 - Vice President since 1993 - Chief Protection and Planning Engineer for the Service Company from 1984 to 1993. Lydia M. Pastuszek - Age: 42 - Vice President since 1993 - Vice President of NEP from 1990 to 1993 - President of Granite State since 1990. Anthony C. Pini - Age: 43 - Vice President since 1993 - Assistant Controller for the Service Company from 1985 to 1993. Thomas E. Rogers - Age: 45 - Elected Vice President in 1995 - Project Director for the Service Company from 1991 to 1995. Christopher E. Root - Age: 36 - Elected Vice President in 1995 - Director, Retail Distribution Services for the Service Company from 1993 to 1995 - Chief of Division Engineering for the Service Company from 1992 to 1993 - Manager, Distribution Engineering for Narragansett from 1990 to 1992. Nancy H. Sala - Age: 44 - Vice President since 1992 - Central District Manager since 1992 - Assistant to the President of Mass. Electric from 1990 to 1992. Dennis E. Snay - Age: 54 - Vice President and Merrimack Valley District Manager since 1990. Michael E. Jesanis - Treasurer since 1992 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEES for other information regarding Mr. Jesanis. Howard W. McDowell - Controller since 1987 and Assistant Treasurer since 1977 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEP for other information regarding Mr. McDowell. Narragansett - ------------ Officers are elected by the board of directors or appointed, as appropriate, to serve until the meeting of directors following the annual meeting of stockholders, and until their successors are chosen and qualified. Officers other than the President, Treasurer, and Secretary, serve also at the pleasure of the directors. Certain officers of Narragansett are, or at various times in the past have been, officers and directors of System companies with which Narragansett has entered into contracts and had other business relations. Richard P. Sergel - Chairman since 1993 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEES for other information regarding Mr. Sergel. Robert L. McCabe - Age: 54 - President since 1986. William Watkins, Jr. - Age 63 - Executive Vice President since 1992 - Vice President of the Service Company from 1981 to 1992. Francis X. Beirne - Age: 52 - Vice President since 1993 - Manager, Southern District from 1988 to 1993. Richard W. Frost - Age: 56 - Vice President since 1993 - District Manager - Southern District from 1990 to 1993. Alfred D. Houston - Vice President since 1976 - Treasurer since 1977 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEES for other information regarding Mr. Houston. Richard Nadeau - Age: 60 - Vice President since 1994 - Director of Customer Service since 1993 - Assistant to the President from 1990 to 1993. Marcy L. Reed - Age: 32 - Elected Vice President in 1995 - Assistant Controller for the Service Company from 1993 to 1995 - Manager, Internal Audit for the Service Company from 1991 to 1993. Michael F. Ryan - Age: 44 - Vice President since 1994 - Rhode Island Director for U.S. Senator John H. Chafee from 1986 to 1994. Howard W. McDowell - Controller since 1987 - Reference is made to the material supplied under the caption EXECUTIVE OFFICERS - NEP for other information regarding Mr. McDowell. Item 2. PROPERTIES See Item 1. Business - ELECTRIC UTILITY PROPERTIES, page 20 and OIL AND GAS PROPERTIES, page 53. Item 3. LEGAL PROCEEDINGS In October 1994, NEP was sued by MPLP, a venture of Enron Corporation and Jones Capital that owns a 149 megawatt gas-fired power plant in Milford, Massachusetts. NEP purchases 56 percent of the power output of the facility under a long-term contract with MPLP. The suit alleges that NEP has engaged in a scheme to cause MPLP and its power plant to fail and has prevented MPLP from finding a long-term buyer for the remainder of the facility's output. The complaint includes allegations that NEP has violated the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in unfair or deceptive acts in trade or commerce, and breached contracts. MPLP also asserts that NEP deliberately misled regulatory bodies concerning the Manchester Street Station repowering project. MPLP seeks compensatory damages in an unspecified amount, as well as treble damages. NEP believes that the allegations of wrongdoing are without merit. NEP has filed counterclaims and crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking monetary damages and termination of the purchased power contract. MPLP also intervened in NEP's current rate filing before the FERC, making similar allegations to those asserted in MPLP's lawsuit. Hearings on this claim concluded in October 1995. An Administrative Law Judge initial decision is expected by mid-1996. In August 1995, an arbitration panel upheld NEP's right to terminate its charter of a ship, the SS. Energy Independence, to purchase the ship from its owner, Intercoastal Bulk Carriers, Inc. ("IBC"), and sell the ship to a nominee of International Shipping Company ("ISC"). That same month, the Massachusetts Superior Court dismissed a lawsuit filed against NEP by Keystone Shipping Company ("Keystone"), an affiliate of IBC, challenging NEP's right to do so. In September 1995, the ship was transferred to ISC's nominee and sent to dry dock for routine maintenance and inspection, which revealed that further work was needed to make the ship seaworthy. Under NEP's charter with IBC, these costs, which are estimated to be in excess of $10 million, are IBC's responsibility. NEP therefore initiated arbitration against both IBC and Keystone before the same panel. Hearings are tentatively scheduled to commence in June 1996. Keystone has filed an action in federal district court seeking to stay the arbitration as to Keystone. See Item 1. COMPETITIVE CONDITIONS, page 7; RATES, page 14; Coal Procurement Program, page 25; Nuclear Units, page 29; Hydroelectric Project Licensing, page 38; Environmental Requirements, page 39; OIL AND GAS OPERATIONS, page 50. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the last quarter of 1995. PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER MATTERS NEES information in response to the disclosure requirements specified by this Item 5. appears under the captions in the NEES Annual Report indicated below: Required Information Annual Report Caption -------------------- --------------------- (a) Market Information Shareholder Information (b) Holders Shareholder Information (c) Dividends Financial Highlights The information referred to above is incorporated by reference in this Item 5. NEP, Mass. Electric, and Narragansett - The information required by this item is not applicable as the common stock of all these companies is held solely by NEES. Information pertaining to payment of dividends and restrictions on payment of dividends is incorporated herein by reference to each company's 1995 Annual Report. Item 6. SELECTED FINANCIAL DATA NEES ---- The information required by this item is incorporated herein by reference to page 23 of the NEES 1995 Annual Report. NEP --- The information required by this item is incorporated herein by reference to page 28 of the NEP 1995 Annual Report. Mass. Electric -------------- The information required by this item is incorporated herein by reference to page 22 of the Mass. Electric 1995 Annual Report. Narragansett ------------ The information required by this item is incorporated herein by reference to page 22 of the Narragansett 1995 Annual Report. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. NEES ---- The information required by this item is incorporated herein by reference to pages 14 through 22 of the NEES 1995 Annual Report. NEP --- The information required by this item is incorporated herein by reference to pages 2 through 9 of the NEP 1995 Annual Report. Mass. Electric -------------- The information required by this item is incorporated herein by reference to pages 2 through 7 of the Mass. Electric 1995 Annual Report. Narragansett ------------ The information required by this item is incorporated herein by reference to pages 2 through 7 of the Narragansett 1995 Annual Report. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NEES ---- The information required by this item is incorporated herein by reference to pages 23 through 42 of the NEES 1995 Annual Report. NEP --- The information required by this item is incorporated herein by reference to pages 1, 10 through 26, and 28 of the NEP 1995 Annual Report. Mass. Electric -------------- The information required by this item is incorporated herein by reference to pages 1, 8 through 20, and 22 of the Mass. Electric 1995 Annual Report. Narragansett ------------ The information required by this item is incorporated herein by reference to pages 1, 8 through 20, and 22 of the Narragansett 1995 Annual Report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE NEES, NEP, Mass. Electric, and Narragansett - None. PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT NEES ---- The information required by this item is incorporated herein by reference to the material under the caption ELECTION OF DIRECTORS in the definitive proxy statement of NEES, dated March 11, 1996, for the 1996 Annual Meeting of Shareholders, provided that the information under the headings "Compensation Committee Report on Executive Compensation" and "Corporate Performance" are not so incorporated. Reference is also made to the information under the caption EXECUTIVE OFFICERS - NEES in Part I of this report. NEP --- The names of the directors of NEP, their ages, and a brief account of their business experience during the past five years appear below. Information required by this item for Executive Officers is provided under the caption EXECUTIVE OFFICERS - NEP in Part I of this report. Directors are elected to hold office until the next annual meeting of stockholders or special meeting held in lieu thereof and until their respective successors are chosen and qualified. Joan T. Bok - Director since 1979 - Age: 66 - Chairman of the Board of NEES - Chairman or Vice Chairman of the Company from 1988 to 1994 - Chairman of NEES from 1984 to 1994 (Chairman, President, and Chief Executive Officer from July 26, 1988 until February 13, 1989). Directorships of NEES System companies: New England Electric System, Massachusetts Electric Company, The Narragansett Electric Company, Narragansett Energy Resources Company, New England Electric Resources, Inc., New England Electric Transmission Corporation, New England Energy Incorporated, New England Hydro Finance Company, Inc., New England Hydro-Transmission Corporation, New England Hydro-Transmission Electric Company, Inc., and New England Power Service Company. Other directorships: Avery Dennison Corporation, John Hancock Mutual Life Insurance Company, and Monsanto Company. Alfred D. Houston* - Director since 1984. Directorships of NEES System companies: Narragansett Energy Resources Company, New England Electric Resources, Inc., New England Electric Transmission Corporation, New England Energy Incorporated, New England Hydro Finance Company, Inc., New England Hydro-Transmission Corporation, New England Hydro-Transmission Electric Company, Inc., and New England Power Service Company. Cheryl A. LaFleur* - Elected Director effective December 31, 1995. Directorships of NEES System companies: Narragansett Energy Resources Company, New England Electric Resources, Inc., New England Electric Transmission Corporation, New England Energy Incorporated, New England Hydro Finance Company, Inc., New England Hydro-Transmission Corporation, New England Hydro- Transmission Electric Company, Inc., and New England Power Service Company. John W. Rowe* - Director since 1989. Directorships of NEES System companies and affiliates: New England Electric System, Massachusetts Electric Company, The Narragansett Electric Company, Narragansett Energy Resources Company, New England Electric Resources, Inc., New England Electric Transmission Corporation, New England Energy Incorporated, New England Hydro Finance Company, Inc., New England Hydro-Transmission Corporation, New England Hydro-Transmission Electric Company, Inc., New England Power Service Company, and Maine Yankee Atomic Power Company. Other directorships: Bank of Boston Corporation and UNUM Corporation. Jeffrey D. Tranen* - Director since 1991. Directorships of NEES System affiliates: Narragansett Energy Resources Company, New England Electric Resources, Inc., New England Electric Transmission Corporation, New England Energy Incorporated, New England Hydro Finance Company, Inc., New England Hydro- Transmission Corporation, New England Hydro-Transmission Electric Company, Inc., and New England Power Service Company. *Please refer to the material supplied under the caption EXECUTIVE OFFICERS - NEES and EXECUTIVE OFFICERS - NEP in Part I of this report for other information regarding this director. Mass. Electric -------------- The names of the directors of Mass. Electric, their ages, and a brief account of their business experience during the past five years appear below. Information required by this item for Executive Officers is provided under the caption EXECUTIVE OFFICERS - - Mass. Electric in Part I of this report. Directors are elected to hold office until the next annual meeting of stockholders or special meeting held in lieu thereof and until their respective successors are chosen and qualified. Urville J. Beaumont - Director since 1984 - Age: 64 - Treasurer and Director, law firm of Beaumont & Campbell, P.A. Joan T. Bok* - Director since 1979. Sally L. Collins - Director since 1976 - Age: 60 - Director of Workplace Health Services since 1993 - Health Services Administrator at Kollmorgen Corporation EOD from 1989 to 1993. John H. Dickson - Director since 1990 - Reference is made to material supplied under the caption EXECUTIVE OFFICERS - Mass. Electric for other information regarding Mr. Dickson. Other directorship: Worcester Business Development Corporation. Kalyan K. Ghosh - Director since 1995 - Age: 58 - President of Worcester State College since 1992 - CEO and Acting President, Worcester State College from 1990 to 1992. Charles B. Housen - Director since 1979 - Age: 63 - Chairman, President, and Director of Erving Industries, Inc., Erving, Mass. Patricia McGovern - Director since 1994 - Age: 54 - Director of law firm of Goulston & Storrs, P.C. since 1995 - Counsel to Goulston & Storrs, P.C. from 1993 to 1995 - Massachusetts State Senator and Chair of the Senate Ways and Means Committee from 1985 to 1992. John F. Reilly - Director since 1988 - Age: 63 - President and CEO of Fred C. Church, Inc., Lowell, Mass. - Other directorships: Colonial Gas Company, Family Bank, and New England Insurance Co., Ltd. John W. Rowe* - Director since 1989. Richard P. Sergel* - Director since 1993. Roslyn M. Watson - Director since 1992 - Age: 46 - President of Watson Ventures (commercial real estate development and management) Boston, Mass. since 1993 - Vice President of the Gunwyn Company (commercial real estate development) Cambridge, Mass. from 1986 - 1993 - Other directorships: The Dreyfus Laurel Funds and American Express Centurion Bank. *Please refer to the material supplied under the caption EXECUTIVE OFFICERS - NEES in Part I of this report and/or the material supplied under the caption DIRECTORS AND OFFICERS OF THE REGISTRANT - NEP in this Item for other information regarding this director. Narragansett ------------ The names of the directors of Narragansett, their ages, and a brief account of their business experience during the past five years appear below. Information required by this item for Executive Officers is provided under the caption EXECUTIVE OFFICERS - - Narragansett in Part I of this report. Directors are elected to hold office until the next annual meeting of stockholders or special meeting held in lieu thereof and until their respective successors are chosen and qualified. Joan T. Bok* - Director since 1979. Stephen A. Cardi - Director since 1979 - Age: 54 - Treasurer of Cardi Corporation (construction), Warwick, R.I. Frances H. Gammell - Director since 1992 - Age: 46 - Director, Senior Vice President, Treasurer, and Secretary of Original Bradford Soap Works, Inc. Joseph J. Kirby - Director since 1988 - Age: 64 - President of Washington Trust Bancorp, Inc., Westerly, R.I. and President and Director of the Washington Trust Company. Robert L. McCabe - President and Director of Narragansett since 1986 - Other directorship: Citizens Savings Bank - Please refer to the material supplied under the caption EXECUTIVE OFFICERS - Narragansett in Part I of this report for other information regarding Mr. McCabe. John W. Rowe* - Director since 1989. Richard P. Sergel* - Chairman and Director since 1993. William E. Trueheart - Director since 1989 - Age: 53 - President of Bryant College, Smithfield, Rhode Island - Other directorships: Fleet National Bank. John A. Wilson, Jr. - Director since 1971 - Age: 66 - Consultant to and former President of Wanskuck Co., Providence, R.I., - Consultant to Hinckley, Allen, Snyder & Comen (attorneys), Providence, R.I. *Please refer to the material supplied under the caption DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - NEP in this Item for other information regarding this director. Section 16(a) of the Securities Exchange Act of 1934 requires the System's officers and directors, and persons who own more than 10% of a registered class of the System's equity securities, to file reports on Forms 3, 4, and 5 of share ownership and changes in share ownership with the SEC and the New York Stock Exchange and to furnish the System with copies of all Section 16(a) forms they file. Based solely on NEP's, Mass. Electric's, and Narragansett's review of the copies of such forms received by them, or written representations from certain reporting persons that such forms were not required for those persons, NEP, Mass. Electric, and Narragansett believe that, during 1995, all filing requirements applicable to its officers, directors, and 10% beneficial owners were complied with. Item 11. EXECUTIVE COMPENSATION NEES ---- The information required by this item is incorporated herein by reference to the material under the captions BOARD STRUCTURE AND COMPENSATION, EXECUTIVE COMPENSATION, PAYMENTS UPON A CHANGE IN CONTROL, PLAN SUMMARIES, and RETIREMENT PLANS in the definitive proxy statement of NEES, dated March 11, 1996, for the 1996 Annual Meeting of Shareholders, provided that the information under the headings "Compensation Committee Report on Executive Compensation" and "Corporate Performance" are not so incorporated. NEP, MASS. ELECTRIC, AND NARRAGANSETT ------------------------------------- EXECUTIVE COMPENSATION The following tables give information with respect to all compensation (whether paid directly by NEP, Mass. Electric, or Narragansett or billed to it as hourly charges) for services in all capacities for NEP, Mass. Electric, or Narragansett for the years 1993 through 1995 to or for the benefit of the Chief Executive Officer and the four other most highly compensated executive officers for each company. NEP SUMMARY COMPENSATION TABLE
Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - ---------- ---- ------- ------ --------- ---------- --------- John W. 1995 157,070 124,818 2,795 - 1,387(g) Rowe 1994 211,598 119,716 4,018 67,966 1,911 Chairman 1993 181,269 112,095 2,318 54,256 2,386 Jeffrey D. 1995 188,884 135,224 4,972 - 3,377(h) Tranen 1994 187,356 98,357 5,049 45,804 3,466 President 1993 159,936 112,105 2,974 32,753 3,563 John W. 1995 184,689 116,137 5,221 - 119,315(i) Newsham* 1994 134,518 79,087 4,149 28,413 3,165 Executive 1993 112,460 78,093 2,020 19,319 2,776 Vice President Frederic E. 1995 152,685 101,068 4,011 - 2,976(j) Greenman* 1994 140,070 89,090 3,622 34,126 2,707 Vice 1993 123,648 75,058 2,131 22,811 3,110 President Lawrence E. 1995 144,720 92,328 116 - 3,598(k) Bailey 1994 140,471 66,510 116 27,484 3,952 Vice 1993 135,123 61,283 101 21,286 3,790 President *Retired as of December 31, 1995.
(a) Certain officers of NEP are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, the value of unrestricted shares under the incentive share plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by NEP. See description under Plan Summaries. (d) Includes amounts reimbursed by NEP for the payment of taxes. (e) For the 1993 awards, shares were awarded that become unrestricted after five years. Those shares receive the same dividends as the other common shares of NEES. The awards made for 1994 were, at the executives' option, in the form of restricted shares (with a five year restriction) or deferred share equivalents, which have been deferred for receipt for at least five years. As cash dividends are declared, the number of deferred share equivalents will be increased as if the dividends were reinvested in shares. See also Payments Upon a Change in Control, below. The shares awarded for 1995 were unrestricted and the value of the awards is included in the bonus column. As of December 31, 1995, the following executive officers held the amount of restricted shares with the value indicated: Mr. Rowe 20,370 shares, $807,161 value; Mr. Tranen 4,582 shares, $181,561 value; Mr. Newsham 4,117 shares, $163,136 value; Mr. Greenman 5,961 shares, $236,204 value; and Mr. Bailey 2,807 shares, $111,227 value. The value was calculated by multiplying the closing market price on December 29, 1995 by the number of shares. (f) Includes NEP contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by NEP. (g) For Mr. Rowe, the amount and type of compensation in 1995 is as follows: $876 for contributions to the thrift plan and $511 for life insurance. (h) For Mr. Tranen, the amount and type of compensation in 1995 is as follows: $2,831 for contributions to the thrift plan and $545 for life insurance. (i) For Mr. Newsham, the amount and type of compensation in 1995 is as follows: $2,870 for contributions to the thrift plan, $1,609 for life insurance, and $119,315 one-time supplemental cash payment upon retirement. (j) For Mr. Greenman, the amount and type of compensation in 1995 is as follows: $2,027 for contributions to the thrift plan and $949 for life insurance. (k) For Mr. Bailey, the amount and type of compensation in 1995 is as follows: 2,894 for contributions to the thrift plan and $704 for life insurance. MASS. ELECTRIC SUMMARY COMPENSATION TABLE
Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - ---------- ---- ------- ------ --------- ---------- --------- Richard P. 1995 123,480 93,047 3,256 - 2,285(g) Sergel 1994 113,021 63,550 3,307 29,731 2,228 Chairman 1993 93,628 71,187 1,657 20,713 2,036 John H. 1995 169,692 139,179 4,585 - 3,601(h) Dickson 1994 161,604 82,956 5,105 34,617 3,536 President 1993 156,900 116,399 3,005 28,103 3,623 David L. 1995 108,808 66,752 90 - 2,407(i) Holt (m) 1994 95,122 55,347 102 22,973 2,552 Executive 1993 60,782 39,166 51 11,476 1,352 Vice President Cheryl A. 1995 118,687 101,680 109 - 2,570(j) LaFleur (m) 1994 75,940 47,648 77 17,223 1,763 Vice 1993 71,488 47,372 67 12,399 1,575 President Nancy H. 1995 115,524 59,932 116 - 2,498(k) Sala 1994 107,621 39,318 116 16,129 2,493 Vice 1993 102,860 43,386 103 13,370 2,378 President Anthony C. 1995 111,300 59,993 116 - 2,403(l) Pini 1994 105,884 43,465 116 17,688 2,454 Vice 1993 71,457 27,761 81 7,996 1,653 President
(a) Certain officers of Mass. Electric are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, the value of unrestricted shares under the incentive share plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by Mass. Electric. See description under Plan Summaries. (d) Includes amounts reimbursed by Mass. Electric for the payment of taxes. (e) For the 1993 awards, shares were awarded that become unrestricted after five years. Those shares receive the same dividends as the other common shares of NEES. The awards made for 1994 were, at the executives' option, in the form of restricted shares (with a five year restriction) or deferred share equivalents, which have been deferred for receipt for at least five years. As cash dividends are declared, the number of deferred share equivalents will be increased as if the dividends were reinvested in shares. See also Payments Upon a Change in Control, below. The shares awarded for 1995 were unrestricted and the value of the awards is included in the bonus column. As of December 31, 1995, the following executive officers held the amount of restricted shares with the value indicated: Mr. Sergel 4,355 shares, $172,567 value; Mr. Dickson 4,036 shares, $159,926 value; Mr. Holt 2,953 shares, $117,012 value; Ms. LaFleur 2,166 shares, $85,827 value; Ms. Sala 1,227 shares, $48,619 value; and Mr. Pini 1,966 shares, $77,902 value. The value was calculated by multiplying the closing market price on December 29, 1995 by the number of shares. (f) Includes Mass. Electric contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Mass. Electric. (g) For Mr. Sergel, the type and amount of compensation in 1995 is as follows: $2,002 for contributions to the thrift plan and $283 for life insurance. (h) For Mr. Dickson, the type and amount of compensation in 1995 is as follows: $3,000 for contributions to the thrift plan and $601 for life insurance. (i) For Mr. Holt, the type and amount of compensation in 1995 is as follows: 1,778 for contributions to the thrift plan and $629 for life insurance. (j) For Ms. LaFleur, the type and amount of compensation in 1995 is as follows: $2,373 for contributions to the thrift plan and $197 for life insurance. (k) For Ms. Sala, the type and amount of compensation in 1995 is as follows: $2,310 for contributions to the thrift plan and $188 for life insurance. (l) For Mr. Pini, the type and amount of compensation in 1995 is as follows: $2,225 for contributions to the thrift plan and $177 for life insurance. (m) Mr. Holt resigned as of December 20, 1995 to take a position at an affiliate company, Ms. LaFleur resigned as of December 31, 1995 to take a position at an affiliate company. NARRAGANSETT SUMMARY COMPENSATION TABLE
Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - ---------- ---- ------- ------ --------- ---------- --------- Robert L. 1995 152,407 111,785 4,206 - 4,851(g) McCabe 1994 140,785 68,784 4,457 28,576 4,256 President 1993 139,632 98,654 2,408 22,617 3,771 William 1995 128,172 77,967 119 - 4,054(h) Watkins, 1994 124,428 62,799 115 26,136 6,186 Jr. 1993 118,501 39,403 101 13,370 5,847 Executive Vice President Richard W. 1995 103,272 48,972 119 - 2,787(i) Frost 1994 99,300 34,269 115 13,629 2,706 Vice 1993 96,408 28,667 103 11,211 2,628 President Francis X. 1995 95,964 46,832 119 - 2,331(j) Beirne 1994 91,392 11,264 115 3,267 2,473 Vice 1993 87,300 10,579 249 2,311 1,859 President Richard 1995 95,838 15,500 119 - 2,902(k) Nadeau 1994 91,572 11,272 115 3,267 3,037 Vice President
(a) Certain officers of Narragansett are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, the value of unrestricted shares under the incentive share plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by Narragansett. See description under Plan Summaries. (d) Includes amounts reimbursed by Narragansett for the payment of taxes. (e) For the 1993 awards, shares were awarded that become unrestricted after five years. Those shares receive the same dividends as the other common shares of NEES. The awards made for 1994 were, at the executives' option, in the form of restricted shares (with a five year restriction) or deferred share equivalents, which have been deferred for receipt for at least five years. As cash dividends are declared, the number of deferred share equivalents will be increased as if the dividends were reinvested in shares. See also Payments Upon a Change in Control, below. The shares awarded for 1995 were unrestricted and the value of the awards is included in the bonus column. As of December 31, 1995, the following executive officers held the amount of restricted shares with the value indicated: Mr. McCabe 3,799 shares, $150,535 value; Mr. Watkins 2,140 shares, $84,797 value; Mr. Frost 1,672 shares, $66,253 value, Mr. Beirne 375 shares, $14,859 value; and Mr. Nadeau 335 shares, $13,275 value. The value was calculated by multiplying the closing market price on December 29, 1995 by the number of shares. (f) Includes Narragansett contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Narragansett. (g) For Mr. McCabe, the type and amount of compensation in 1995 is as follows: $2,720 for contributions to the thrift plan and $2,130 for life insurance. (h) For Mr. Watkins, the type and amount of compensation in 1995 is as follows: $2,563 for contributions to the thrift plan and $1,491 for life insurance. (i) For Mr. Frost, the type and amount of compensation in 1995 is as follows: $2,065 for contributions to the thrift plan and $722 for life insurance. (j) For Mr. Beirne, the type and amount of compensation in 1995 is as follows: $1,919 for contributions to the thrift plan and $412 for life insurance. (k) For Mr. Nadeau, the type and amount of compensation in 1995 is as follows: $1,916 for contributions to the thrift plan and $986 for life insurance. Directors' Compensation Members of the Mass. Electric and Narragansett Boards of Directors, except Dickson, McCabe, Rowe, and Sergel receive a quarterly retainer of $1,250, a meeting fee of $600 plus expenses, and 50 NEES common shares each year. Since all members of the NEP Board are employees of NEES System companies, no fees are paid for service on the Board except as noted below for Mrs. Bok. Mrs. Bok retired as an employee of the System on January 1, 1994 (remaining as Chairman of the Board of NEES and a director for NEES subsidiaries). Mrs. Bok has agreed to waive the normal fees and annual retainers otherwise payable for services by non-employees on NEES subsidiary boards and receives in lieu thereof a single annual stipend of $60,000. Mrs. Bok also serves as a consultant to NEES. Under the terms of her contract, she receives an annual retainer of $100,000. Mass. Electric and Narragansett permit directors to defer all or a portion of their retainers and meeting fees. Special accounts are maintained on Mass. Electric's and Narragansett's books showing the amounts deferred and the interest accrued thereon. Other NEP, Mass. Electric, and Narragansett do not have any share option plans. The NEES Compensation Committee administers certain of the incentive compensation plans, and the Management Committee administers the others (including the incentive share plan). Retirement Plans The following table shows estimated annual benefits payable to executive officers under the qualified pension plan and the supplemental retirement plan, assuming retirement at age 65 in 1996. PENSION TABLE
Five-Year Average 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years Compensa- of of of of of of tion Service Service Service Service Service Service - --------- -------- -------- -------- -------- -------- -------- $100,000 27,700 36,300 44,600 52,900 57,900 60,900 $150,000 42,700 56,000 68,800 81,700 89,700 94,200 $200,000 57,700 75,700 93,100 110,500 121,400 127,400 $250,000 72,800 95,400 117,300 139,300 153,100 160,600 $300,000 87,800 115,100 141,600 168,100 184,800 193,800 $350,000 102,800 134,800 165,800 196,900 216,600 227,100 $400,000 117,800 154,500 190,100 225,700 248,300 260,300 $500,000 147,900 193,900 238,600 283,300 311,700 326,700
For purposes of the retirement plans, Messrs. Rowe, Tranen, Newsham, Greenman, and Bailey currently have 18, 26, 45, 30, and 27 credited years of service, respectively. Mr. Sergel, Mr. Dickson, Mr. Holt, Ms. LaFleur, Ms. Sala, and Mr. Pini currently have 17, 22, 24, 10, 26, and 17 credited years of service, respectively. Messrs. McCabe, Watkins, Frost, Beirne, and Nadeau currently have 27, 23, 33, 24, and 40 credited years of service, respectively. Benefits under the pension plans are computed using formulae based on percentages of highest average compensation computed over five consecutive years. The compensation covered by the pension plan includes salary, bonus, and incentive share awards. The benefits listed in the pension table are not subject to deduction for Social Security and are shown without any joint and survivor benefits. The Pension Table above does not include annuity payments to be received in lieu of life insurance for Messrs. Rowe, Houston, and Greenman. The policies are described below under Plan Summaries. Mr. Newsham will also receive a supplemental pension payment of $5,000 per year. Under the Retirement Supplement Plan, participants receive an annual adjustment to their pension benefits. The amount of the adjustment is equal to the rate of interest on AAA bonds for the prior year less two percent (but in no case more than the increase in the cost of living). The System contributes the full amount toward post-retirement health benefits for senior executives. PAYMENTS UPON A CHANGE OF CONTROL NEES has approved agreements with certain of its executives, including Ms. LaFleur, and Messrs. Greenman, Newsham, Rowe, Sergel, and Tranen, which provide severance benefits in the event of certain terminations of employment following a Change in Control of NEES (as defined below). If, following a Change in Control, the executive's employment is terminated other than for cause (as defined) or if the executive terminates employment for good reason (as defined), NEES will pay to the executive a lump sum cash payment equal to three times (two times for some executives) the sum of the executive's most recent annual base compensation and the average of his or her bonus amounts for the prior three years. If Mr. Rowe receives payments under his severance agreement that would subject him to any federal excise tax due under section 280G of the Internal Revenue Code, he will receive a cash "gross-up" payment so he would be in the same net after-tax position he would have been in had such excise tax not been applied. In addition, NEES will provide disability and health benefits to the executive for two to three years, provide such post-retirement health and welfare benefits as the executive would have earned within such two to three years, and grant two or three additional years of pension credit. Mr. Rowe would become eligible for benefits under the Retirement Supplement Plan described above prior to the five-year vesting term. Change in Control, including potential change of control, occurs (1) when any person becomes the beneficial owner of 20% of the voting securities of NEES, (2) when the prior members of the Board of NEES no longer constitute a 2/3 majority of the Board, or (3) NEES enters into an agreement that could result in a Change in Control. The terms of the agreements are for three years with automatic annual extensions, unless terminated by NEES. The System's bonus plans, including the incentive compensation plans, the Incentive Thrift Plan I, and the Goals Program, provide for payments equal to the average of the bonuses for the three prior years in the event of a Change of Control. This payment would be made in lieu of the regular bonuses for the year in which the Change in Control occurs. The new Long-Term Performance Share Award Plan provides for a cash payment equal to the value of the performance shares in the participants' account times the average target achievement percentage for the Incentive Thrift Plan I for the three prior years. The System's Retirees Health and Life Insurance Plan I has provisions preventing changes in benefits adverse to the participants for three years following a Change in Control. The Incentive Share Plan and the related Incentive Share Deferral Agreements provide that, upon the occurrence of a change in control (defined more narrowly than in other plans), restrictions on all shares and account balances would cease. NEP, MASS. ELECTRIC, AND NARRAGANSETT PLAN SUMMARIES A brief description of the various plans through which compensation and benefits are provided to the named executive officers is presented below to better enable shareholders to understand the information presented in the tables shown earlier. The amounts of compensation and benefits provided to the named executive officers under the plans described below (and charged to NEP, Mass. Electric, or Narragansett) are presented in the Summary Compensation Tables. Goals Program The goals program covers all employees who have completed one year of service with any NEES subsidiary. Goals are established annually. For 1995, these goals related to earnings per share, customer costs, safety, absenteeism, demand-side management, generating station availability, transmission reliability, environmental and OSHA compliance, and customer satisfaction. Some goals apply to all employees, while others apply to particular functional groups. Depending upon the number of goals met, and provided the minimum earnings goal is met, employees may earn a cash bonus of 1% to 4-1/2% of their compensation. Incentive Thrift Plan The incentive thrift plan (a 401(k) program) provides for a match of 40% of up to the first 5% of base compensation contributed to the System's incentive thrift plan (shown under All Other Compensation in the Summary Compensation Tables) and, based on an incentive formula tied to earnings per share, may fully match the first 5% of base compensation contributed (the additional amount, if any, is shown under Bonus in the Summary Compensation Tables). Under Federal law, contributions to these plans are limited. In 1995, the salary reduction amount was limited to $9,240. Incentive Compensation Plan The System bonus plan for certain senior employees provides that in order for cash bonuses to be awarded, NEES must achieve a return on equity that places NEES in the top 50% of the electric utilities listed in the Duff & Phelps Utility Group or in the top 50% of the New England/New York regional utilities. Bonuses are also dependent upon the achievement of individual goals. In order to provide a long-term component to the incentive compensation plan, participants may also be awarded NEES common shares. An individual's award of shares under the incentive share plan is a fixed percentage of her or his cash bonus for that year. If no cash award is made, no shares are distributed. Long-Term Performance Share Award Plan This plan was established in 1996. There will be no payments under the plan until the Spring of 1999. Awards under the plan are based upon various measures of NEES performance over a three-year period. Each award factor or measurement functions independently. The factors include financial and operating performance. Performance is rated on rolling three-year periods, with a new cycle beginning each year. An individual's potential award under the plan is a fixed percentage (ranging from 15% to 50%) of base pay. At the end of the three-year cycle, the participant receives NEES shares based upon the performance against the various factors. Deferred Compensation Plan Those executives whose contributions to the Incentive Thrift Plan were limited by Federal law may make further contributions to the Deferred Compensation Plan and the System will match them under the Deferred Compensation Plan on the same terms as if the full amount had been contributed to the Incentive Thrift Plan. However, these amounts under the Deferred Compensation Plan may only be invested at the then applicable prime rate or in NEES shares. Life Insurance NEES has established for certain senior executives life insurance plans funded by individual policies. The combined death benefit under these insurance plans is three times the participant's annual salary. After termination of employment, participants in one of the insurance plans may elect, commencing at age 55 or later, to receive an annuity income equal to 40% of annual salary. In that event, the life insurance is reduced over fifteen years to an amount equal to the participant's final annual salary. Due to changes in the tax law, this plan was closed to new participants, and an alternative was established with only a life insurance benefit. The individuals listed in the NEP summary compensation table and Ms. LaFleur and Messrs. Dickson, McCabe, and Sergel are in one or the other of these plans. These plans are structured so that, over time, the System should recover the cost of the insurance premiums. Financial Counseling NEP, Mass. Electric, and Narragansett pay for personal financial counseling for senior executives. As required by the IRS, a portion of the amount paid is reported as taxable income for the executive. Financial counseling is also offered to other employees through a limited number of seminars conducted at various locations each year. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT NEES ---- The information required by this item is incorporated herein by reference to the material under the caption TOTAL COMMON EQUITY BASED HOLDINGS in the definitive proxy statement of NEES, dated March 11, 1996, for the 1996 Annual Meeting of Shareholders, provided that the information under the headings "Compensation Committee Report on Executive Compensation" and "Corporate Performance" are not so incorporated. NEP, Mass. Electric, and Narragansett ------------------------------------- NEES owns 100% of the voting securities of Mass. Electric and Narragansett. NEES owns 98.85% of the voting securities of NEP. SECURITY OWNERSHIP The following tables list the holdings of NEES common shares as of March 1, 1996 by NEP, Mass. Electric, and Narragansett directors, the executive officers named in the Summary Compensation Tables, and all directors and executive officers, as a group. NEP ---
Shares Deferred Beneficially Share Name Owned (a) Equivalents (b) ---- ------------ -------------- Lawrence E. Bailey 4,978 2,980 Joan T. Bok 22,157 Frederic E. Greenman 11,154 1,729 Alfred D. Houston 12,260 3,410 Cheryl A. LaFleur 2,111 1,430 John W. Newsham 11,951 1,247 John W. Rowe 21,799 9,042 Jeffrey D. Tranen 7,451 2,610 All directors and executive officers, as a group ( 15 persons) 124,585 (c) 29,443 Mass. Electric -------------- Shares Deferred Beneficially Share Name Owned (a) Equivalents (b) ---- ------------ ------------- Urville J. Beaumont 226 (d) Joan T. Bok 22,157 Sally L. Collins 227 John H. Dickson 8,970 1,948 Kalyan K. Ghosh 0 David L. Holt 5,596 1,464 Charles B. Housen 165 Cheryl A. LaFleur 2,111 1,430 Patricia McGovern 105 Anthony C. Pini 6,757 572 John F. Reilly 227 John W. Rowe 21,799 9,042 Nancy H. Sala 6,779 (e) 946 Richard P. Sergel 7,728 2,534 Roslyn M. Watson 327 All directors and executive officers, as a group (25 persons) 129,752 (c) 24,937
Narragansett ------------
Shares Deferred Beneficially Share Name Owned (a) Equivalents (b) ---- ------------ ------------- Francis X. Beirne 3,992 105 Joan T. Bok 22,157 Stephen A. Cardi 227 Richard W. Frost 5,691 441 Frances H. Gammell 227 Joseph J. Kirby 227 Robert L. McCabe 8,705 1,851 Richard Nadeau 3,483 John W. Rowe 21,799 9,042 Richard P. Sergel 7,728 2,534 William E. Trueheart 227 William Watkins, Jr. 5,162 1,409 John A. Wilson, Jr. 608 All directors and executive officers, as a group (17 persons) 99,414 (c) 20,150
(a) Number of shares beneficially owned includes: (i) shares directly owned by certain relatives with whom directors or officers share voting or investment power; (ii) shares held of record individually by a director or officer or jointly with others or held in the name of a bank, broker, or nominee for such individual's account; (iii) shares in which certain directors or officers maintain exclusive or shared investment or voting power whether or not the securities are held for their benefit; and (iv) with respect to the executive officers, allocated shares in the Incentive Thrift Plan described above. (b) Deferred share equivalents are held under the Deferred Compensation Plan or pursuant to individual deferral agreements. Under the Plan or deferral agreements, executives may elect to defer cash compensation and share awards. There are various deferral periods available under the plans. At the end of the deferral period, the compensation may be paid out in NEES common shares, cash, or a combination thereof. The rights of the executives to payment are those of general, unsecured creditors. While deferred, the shares do not have voting rights or other rights associated with ownership. As cash dividends are declared, the number of deferred share equivalents will be increased as if the dividends were reinvested in NEES common shares. (c) Amount is less than 1% of the total number of shares of NEES outstanding. (d) Mr. Beaumont disclaims a beneficial ownership interest in 200 of these shares held under an irrevocable trust. (e) Ms. Sala disclaims a beneficial ownership interest in 247 shares held under the Uniform Gift to Minors Act. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The construction company of Mr. Stephen A. Cardi, a director of Narragansett, was paid approximately $77,000 in 1995 pursuant to a contract to provide gravel to Narragansett. Mr. John A. Wilson, Jr., a director of Narragansett, is a consultant to Hinckley, Allen, Snyder & Comen (Attorneys). Hinckley, Allen, Snyder & Comen was retained by Narragansett and its affiliates in 1995. Ms. Patricia McGovern, a director of Mass. Electric, was paid a retainer of $15,000 by Mass. Electric for serving as a member of a Massachusetts policy advisory committee regarding external relations in Massachusetts. Reference is made to Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT and Item 11. EXECUTIVE COMPENSATION. PART IV Item 14. EXHIBITS AND REPORTS ON FORM 8-K List of Exhibits Unless otherwise indicated, the exhibits listed below are incorporated by reference to the appropriate exhibit numbers and the Commission file numbers indicated in parentheses. NEES ---- (3) Agreement and Declaration of Trust dated January 2, 1926, as amended through April 28, 1992 (Exhibit 3 to 1994 NEES Form 10-K, File No. 1-3446). (4) Instruments Defining the Rights of Security Holders (a) Massachusetts Electric Company First Mortgage Indenture and Deed of Trust, dated as of July 1, 1949, and twenty-one supplements thereto (Exhibit 7-A, File No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K, File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 Form 10-K, File No. 1-3446; Twenty-first Supplemental Indenture (filed herewith)). (b) The Narragansett Electric Company First Mortgage Indenture and Deed of Trust, dated as of September 1, 1944, and twenty-two supplements thereto (Exhibit 7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898; Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986 Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898; Exhibit 4 to 1991 Form 10-K, File No. 0-898; Exhibit 4(b) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form 10-K, File No. 1-3446; Twenty-second Supplemental Indenture (filed herewith)). (c) The Narragansett Electric Company Preference Provisions, as amended, dated March 23, 1993 (Exhibit 4(c) to 1993 NEES Form 10-K, File No. 1- 3446). (d) New England Power Company Indentures General and Refunding Mortgage Indenture and Deed of Trust dated as of January 1, 1977 and twenty supplements thereto (Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229; Exhibit 4(c)(ii) to 1988 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1990 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1991 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(d) to 1993 Form 10-K, File No. 1-3446; Twentieth Supplemental Indenture (filed herewith)). (10) Material Contracts (a) Boston Edison Company et al. and New England Power Company: Amended REMVEC Agreement dated August 12, 1977 (Exhibit 5-4(d), File No. 2-61881). (b) The Connecticut Light and Power Company et al. and New England Power Company: Sharing Agreement for Joint Ownership, Construction and Operation of Millstone Unit No. 3 dated as of September 1, 1973, and Amendment dated as of August 1, 1974 (Exhibit 10-5, File No. 2-52820); Amendments dated as of December 15, 1975 and April 1, 1986; (Exhibit 10(b), to 1990 Form 10-K, File No. 1-3446). Transmission Support Agreement dated August 9, 1974; Instrument of Transfer to NEP with respect to the 1979 Connecticut Nuclear Unit, and Assumption of Obligations, dated December 17, 1975 (Exhibit 10-6(b), File No. 2-57831). (c) Connecticut Yankee Atomic Power Company et al. and New England Power Company: Stockholders Agreement dated July 1, 1964 (Exhibit 13-9-A, File No. 2-23006); Power Purchase Contract dated July 1, 1964 (Exhibit 13-9-B, File No. 2-23006); Supplementary Power Contract dated as of April 1, 1987 (Exhibit 10(c) to 1987 Form 10-K, File No. 1-3446); Capital Funds Agreement dated September 1, 1964 (Exhibit 13-9-C, File No. 2-23006); Transmission Agreement dated October 1, 1964 (Exhibit 13-9-D, File No. 2-23006); Agreement revising Transmission Agreement dated July 1, 1979 (Exhibit to 1979 Form 10-K, File No. 1-3446); Amendment revising Transmission Agreement dated as of January 19, 1994 (filed herewith); Guarantee Agreement dated as of November 13, 1981 (Exhibit 10(d) to 1981 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of August 1, 1985 (Exhibit 10(c) to 1985 Form 10-K, File No. 1-3446). (d) Maine Yankee Atomic Power Company et al. and New England Power Company: Capital Funds Agreement dated May 20, 1968 and Power Purchase Contract dated May 20, 1968 (Exhibit 4-5, File No. 2-29145); Amendments dated as of January 1, 1984, March 1, 1984 (Exhibit 10(d) to 1983 Form 10-K, File No. 1-3446), October 1, 1984, and August 1, 1985 (Exhibit 10(d) to 1985 Form 10-K, File No. 1-3446); Stockholders Agreement dated May 20, 1968 (Exhibit 10-20, File No. 2-34267); Additional Power Contract dated as of February 1, 1984 (Exhibit 10(d) to 1985 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of September 23, 1985 (Exhibit 10(d) to 1985 Form 10-K, File No. 1-3446). (e) New England Energy Incorporated Contracts (i) Capital Funds Agreement with NEES dated November 1, 1974 (Exhibit 10-29(b), File No. 2-52969); Amendment dated July 1, 1976, and Amendment dated July 26, 1979 (Exhibit 10(g)(i) to 1980 Form 10-K, File No. 1-3446); Amendment dated August 26, 1981 (Exhibit 10(f)(i) to 1981 Form 10-K, File No. 1-3446); Amendment dated March 26, 1985 (Exhibit 10(e)(i) to 1985 Form 10-K, File No. 1-3446); Amendment dated as of April 28, 1989 (Exhibit 10(e)(i) to 1989 Form 10-K, File No. 1-3446); Amendment dated as of June 1, 1990 (Exhibit 10(e)(i) to 1990 Form 10-K, File No. 1-3446). (ii) Loan Agreement with NEES dated July 19, 1978 and effective November 1, 1974, and Amendment dated July 26, 1979 (Exhibit 10(g)(iii) to 1980 Form 10-K, File No. 1-3446); Amendment dated August 26, 1981 (Exhibit 10(f)(ii) to 1981 Form 10-K, File No. 1-3446); Amendment dated March 26, 1985 (Exhibit 10(e)(ii) to 1985 Form 10-K, File No. 1-3446); Amendment dated as of April 28, 1989 (Exhibit 10(e)(ii) to 1989 Form 10-K, File No. 1-3446); Amendment dated as of June 1, 1990 (Exhibit 10(e)(ii) to 1990 Form 10-K, File No. 1-3446). (iii) Fuel Purchase Contract with New England Power Company dated July 26, 1979, and Amendment dated August 26, 1981 (Exhibit 10(f)(iii) to 1981 Form 10-K, File No. 1-3446); Amendment dated March 26, 1985, and Amendment effective January 1, 1984 (Exhibit 10(e)(iii) to 1985 Form 10-K, File No. 1-3446); Amendment dated as of April 28, 1989 (Exhibit 10(e)(iii) to 1989 Form 10-K, File No. 1-3446). (iv) Partnership Agreement with Samedan Oil Corporation as Amended and Restated on February 5, 1985 (Exhibit 10(e)(iv) to 1984 Form 10-K, File No. 1-3446); Amendment dated as of January 14, 1992 (Exhibit 10(e)(iv) to 1991 Form 10-K, File No. 1- 3446). (v) Credit Agreement dated as of April 13, 1995 (filed herewith). (vi) Capital Maintenance Agreement dated November 15, 1985, and Assignment and Security Agreement dated November 15, 1985 (Exhibit 10(e)(vi) to 1985 Form 10-K, File No. 1-3446); Amendment dated as of April 28, 1989 (Exhibit 10(e)(vi) to 1989 Form 10-K, File No. 1-3446). (f) New England Power Company and New England Electric Transmission Corporation et al.: Phase I Terminal Facility Support Agreement dated as of December 1, 1981 (Exhibit 10(g) to 1981 Form 10-K, File No. 1-3446); Amendments dated as of June 1, 1982, and November 1, 1982 (Exhibit 10(f) to 1982 Form 10-K, File No. 1-3446); Agreement with respect to Use of the Quebec Interconnection dated as of December 1, 1981 (Exhibit 10(g) to 1981 Form 10-K, File No. 1-3446); Amendments dated as of May 1, 1982, and November 1, 1982 (Exhibit 10(f) to 1982 Form 10-K, File No. 1-3446); Amendment dated as of January 1, 1986 (Exhibit (10)(f) 1986 Form 10-K, File No. 1-3446); Agreement for Reinforcement and Improvement of New England Power Company's Transmission System dated as of April 1, 1983 (Exhibit 10(f) to 1983 Form 10-K, File No. 1-3446); Lease dated as of May 16, 1983 (Exhibit 10(f) to 1983 Form 10-K, File No. 1-3446); Upper Development - Lower Development Transmission Line Support Agreement dated as of May 16, 1983 (Exhibit 10(f) to 1983 Form 10-K, File No. 1-3446). (g) New England Electric Transmission Corporation and PruCapital Management, Inc. et al: Note Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986 Form 10-K, File No. 1-3446); Mortgage, Deed of Trust and Security Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986 Form 10-K, File No. 1-3446); Equity Funding Agreement with New England Electric System dated as of December 1, 1985 (Exhibit 10(g) to 1991 Form 10-K, File No. 1-3446). (h) Vermont Electric Transmission Company, Inc. et al. and New England Power Company: Phase I Vermont Transmission Line Support Agreement dated as of December 1, 1981; Amendments dated as of June 1, 1982, and November 1, 1982 (Exhibit 10(g) to 1982 Form 10-K, File No. 1-3446); Amendment dated as of January 1, 1986 (Exhibit 10(h) to 1986 Form 10-K, File No. 1-3446). (i) New England Power Pool Agreement: (Exhibit 4(e), File No. 2-43025); Amendments dated July 1, 1972, and March 1, 1973 (Exhibit 10-15, File No. 2-48543); Amendment dated March 15, 1974 (Exhibit 10-5, File No. 2-52775); Amendment dated June 1, 1975 (Exhibit 10-14, File No. 2-57831); Amendment dated September 1, 1975 (Exhibit 10-13, File No. 2-59182); Amendments dated December 31, 1976, January 31, 1977, July 1, 1977, and August 1, 1977 (Exhibit 10-16, File No. 2-61881); Amendments dated August 15, 1978, January 3, 1980, and February 1980 (Exhibit 10-3, File No. 2-68283); Amendment dated September 1, 1981 (Exhibit 10(h) to 1981 Form 10-K, File No. 1-3446); Amendment dated as of December 1, 1981 (Exhibit 10(h) to 1982 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, June 15, 1983, and October 1, 1983 (Exhibit 10(i) to 1983 Form 10-K, File No. 1-3446); Amendments dated August 1, 1985, August 15, 1985, September 1, 1985, and January 1, 1986 (Exhibit 10(i) to 1985 Form 10-K, File No. 1-3446); Amendment dated September 1, 1986 (Exhibit 10(i) to 1986 Form 10-K, File No. 1-3446); Amendment dated April 30, 1987 (Exhibit 10(i) to 1987 Form 10-K, File No. 1-3446); Amendments dated March 1, 1988 and May 1, 1988 (Exhibit 10(i) to 1988 Form 10-K, File No. 1-3446); Amendment dated March 15, 1989 (Exhibit 10(i) to 1989 Form 10-K, File No. 1-3446); Amendment dated October 1, 1990 (Exhibit 10(i) to 1990 Form 10-K, File No. 1-3446); Amendment dated as of September 15, 1992 (Exhibit 10(i) to 1992 Form 10-K, File No. 1-3446); Amendments dated as of June 1, 1993, July 1, 1995, and September 1, 1995 (filed herewith). (j) Public Service Company of New Hampshire et al. and New England Power Company: Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated as of May 1, 1973; Amendments dated May 24, 1974, June 21, 1974, September 25, 1974 and October 25, 1974 (Exhibit 10-18(b), File No. 2-52820); Amendment dated January 31, 1975 (Exhibit 10-16(b), File No. 2-57831); Amendments dated April 18, 1979, April 25, 1979, June 8, 1979, October 11, 1979, December 15, 1979, June 16, 1980, December 31, 1980 (Exhibit 10(i) to 1980 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, April 27, 1984, June 15, 1984 (Exhibit 10(j) to 1984 Form 10-K, File No. 1-3446); Amendments dated March 8, 1985, March 14, 1986, May 1, 1986 and September 19, 1986 (Exhibit 10(j) to 1986 Form 10-K, File No. 1-3446); Amendment dated November 12, 1987 (Exhibit 10(j) to 1987 Form 10-K, File No. 1-3446); Amendment dated January 13, 1989 (Exhibit 10(j) to 1989 Form 10-K, File No. 1-3446); Amendment dated as of November 1, 1990 (Exhibit 10(j) to 1991 Form 10-K, File No. 1- 3446). Transmission Support Agreement dated as of May 1, 1973 (Exhibit 10-23, File No. 2-49184); Instrument of Transfer to NEP with respect to the New Hampshire Nuclear Units and Assumptions of Obligations dated December 17, 1975 and Agreement Among Participants in New Hampshire Nuclear Units, certain Massachusetts Municipal Systems and Massachusetts Municipal Wholesale Electric Company dated May 28, 1976 (Exhibit 10-16(c), File No. 2-57831); Seventh Amendment To and Restated Agreement for Seabrook Project Disbursing Agent (Exhibit 10(j) to 1991 Form 10-K, File No. 1- 3446); Amendments dated as of June 29, 1992 (Exhibit 10(j) to 1992 Form 10-K, File No. 1- 3446); Seabrook Project Managing Agent Operating Agreement dated as of June 29, 1992, and amendment to Seabrook Project Managing Agent Agreement dated as of June 29, 1992 (Exhibit 10(j) to 1992 Form 10- K, File No. 1-3446). (k) Vermont Yankee Nuclear Power Corporation et al. and New England Power Company: Capital Funds Agreement dated February 1, 1968, Amendment dated March 12, 1968, and Power Purchase Contract dated February 1, 1968 (Exhibit 4-6, File No. 2-29145); Amendments dated as of June 1, 1972 and April 15, 1983 (Exhibit 10(k) to 1983 Form 10-K, File No. 1-3446) and April 24, 1985 (Exhibit 10(k) to 1985 Form 10-K, File No. 1-3446); Amendment dated as of June 1, 1985 (Exhibit 10(k) to 1987 Form 10-K, File No. 1-3446); Amendments dated as of May 6, 1988 (Exhibit 10(k) to 1988 Form 10-K, File No. 1-3446); Amendment dated as of June 15, 1989 (Exhibit 10(k) to 1989 Form 10-K, File No. 1-3446); Additional Power Contract dated as of February 1, 1984 (Exhibit 10(k) to 1983 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of November 5, 1981 (Exhibit 10(j) to 1981 Form 10-K, File No. 1-3446). (l) Yankee Atomic Electric Company et al. and New England Power Company: Amended and Restated Power Contract dated April 1, 1985 (Exhibit 10(l) to 1985 Form 10-K, File No. 1-3446); Amendment dated May 6, 1988 (Exhibit 10(l) to 1988 Form 10-K, File No. 1-3446); Amendments dated as of June 26, 1989 and July 1, 1989 (Exhibit 10(l) to 1989 Form 10-K, File No. 1-3446); Amendment dated as of February 1, 1992 (Exhibit 10(l) to 1992 Form 10-K, File No. 1-3446). *(m) New England Electric Companies' Deferred Compensation Plan as amended dated January 1, 1995 (filed herewith). *(n) New England Electric System Companies Retirement Supplement Plan as amended dated December 1, 1995 (filed herewith). *(o) New England Electric Companies' Executive Supplemental Retirement Plan as amended dated January 1,1995 (filed herewith). *(p) New England Electric Companies' Incentive Compensation Plan as amended dated January 1, 1995 (filed herewith). *(q) New England Electric Companies' Senior Incentive Compensation Plan as amended dated January 1, 1995 (filed herewith). *(r) New England Electric Companies' Incentive Compensation Plan II as amended dated January 1, 1995 (filed herewith). *(s) New England Electric System Directors Deferred Compensation Plan as amended dated November 24, 1992 (Exhibit 10(s) to 1992 Form 10-K, File No. 1-3446). *(t) Forms of Life Insurance Program (Exhibit 10(s) to 1986 Form 10-K, File No. 1-3446); and Form of Life Insurance (Collateral Assignment) (Exhibit 10(t) to 1991 Form 10-K, File No. 1-3446). *(u) New England Electric Companies' Incentive Share Plan as amended dated January 1, 1994 (filed herewith). (v) New England Power Company and New England Hydro-Transmission Electric Company, Inc. et al: Phase II Massachusetts Transmission Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(t) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(t) to 1986 Form 10-K, File No. 1-3446); Amendments dated as of February 1, 1987, June 1, 1987, September 1, 1987, and October 1, 1987 (Exhibit 10(u) to 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(u) to 1988 Form 10-K, File No. 1-3446); Amendment dated January 1, 1989 (Exhibit 10(u) to 1990 Form 10-K, File No. 1-3446). (w) New England Power Company and New England Hydro-Transmission Corporation et al: Phase II New Hampshire Transmission Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(u) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(u) to 1986 Form 10-K, File No. 1-3446); Amendments dated as of February 1, 1987, June 1, 1987, September 1, 1987, and October 1, 1987 (Exhibit 10(v) to 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1,1988 (Exhibit 10(v) to 1988 Form 10-K, File No. 1-3446); Amendments dated January 1, 1989 and January 1, 1990 (Exhibit 10(v) to 1990 Form 10-K, File No. 1-3446). (x) New England Power Company et al: Phase II New England Power AC Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(v) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(v) to 1986 Form 10-K, File No. 1-3446); Amendments dated as of February 1, 1987, June 1, 1987, and September 1, 1987 (Exhibit 10(w) to 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(w) to 1988 Form 10-K, File No. 1-3446). (y) New England Hydro-Transmission Electric Company, Inc. and New England Electric System et al: Equity Funding Agreement dated as of June 1, 1985 (Exhibit 10(w) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(w) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of September 1, 1987 (Exhibit 10(x) to 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(x) to 1988 Form 10-K, File No. 1-3446). (z) New England Hydro-Transmission Corporation and New England Electric System et al: Equity Funding Agreement dated as of June 1, 1985 (Exhibit 10(x) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(x) to 1986 Form 10-K, File No. 1-3446); Amendment dated as of September 1, 1987 (Exhibit 10(y) to 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(y) to 1988 Form 10-K, File No. 1-3446). (aa) Ocean State Power, et al., and Narragansett Energy Resources Company: Equity Contribution Agreement dated as of December 29, 1988 (Exhibit 10(aa) to 1988 Form 10-K, File No. 1-3446); Amendment dated as of September 29, 1989 (Exhibit 10(aa) to 1989 Form 10-K File No. 1-3446); Ocean State Power, et al., and New England Electric System: Equity Contribution Support Agreement dated as of December 29, 1988 (Exhibit 10(aa) to 1988 Form 10-K, File No. 1-3446); Amendment dated as of September 29, 1989 (Exhibit 10(aa) to 1989 Form 10-K, File No. 1-3446); Ocean State Power II, et al., and Narragansett Energy Resources Company: Equity Contribution Agreement dated as of September 29, 1989 (Exhibit 10(aa) to 1989 Form 10-K File No. 1-3446); Ocean State Power II, et al., and New England Electric System: Equity Contribution Support Agreement dated as of September 29, 1989 (Exhibit 10(aa) to 1989 Form 10-K File No. 1-3446). *(bb) New England Power Service Company and Joan T. Bok: Service Credit Letter dated October 21, 1982 (Exhibit 10(cc) to 1992 Form 10-K, File No. 1-3446). *(cc) New England Electric System and John W. Rowe: Service Credit Letter dated December 5, 1988 (Exhibit 10(dd) to 1992 Form 10-K, File No. 1-3446). *(dd) New England Power Service Company and the Company: Form of Supplemental Pension Service Credit Agreement (Exhibit 10(ee) to 1992 Form 10-K, File No. 1-3446). *(ee) New England Electric System and Frederic E. Greenman: Service Credit Letter dated February 23, 1994 (Exhibit 10(ee) to 1994 Form 10-K, File No. 1- 3446). *(ff) New England Electric System and John W. Newsham; Pension Service Credit Agreement dated February 23, 1994 (Exhibit 10(ff) to 1994 Form 10-K, File No. 1- 3446). * Compensation related plan, contract, or arrangement. (13) 1995 Annual Report to Shareholders (filed herewith). (21) Subsidiary list appears in Part I of this document. (24) Power of Attorney (filed herewith). (27) Financial Data Schedule (filed herewith). NEP --- (3) (a) Articles of Organization as amended through June 27, 1987 (Exhibit 3(a) to 1988 Form 10-K, File No. 0-1229). (b) By-laws of the Company as amended May 10, 1995 (filed herewith). (4) General and Refunding Mortgage Indenture and Deed of Trust dated as of January 1, 1977 and twenty supplements thereto (Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229; Exhibit 4(c)(ii) to 1989 NEES Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1990 NEES Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1991 NEES Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1992 NEES Form 10-K, File No. 1-3446; Exhibit 4(d) to 1993 NEES Form 10-K, File No. 1-3446; Exhibit 4(d) to 1995 NEES Form 10-K, File No. 1-3446). (10) Material Contracts (a) Boston Edison Company et al. and the Company: Amended REMVEC Agreement dated August 12, 1977 (Exhibit 5-4(d), File No. 2-61881). (b) The Connecticut Light and Power Company et al. and the Company: Sharing Agreement for Joint Ownership, Construction and Operation of Millstone Unit No. 3 dated as of September 1, 1973, and Amendment dated as of August 1, 1974 (Exhibit 10-5, File No. 2-52820); Amendments dated as of December 15, 1975 and April 1, 1986 (Exhibit 10(b) to NEES' 1990 Form 10-K File No. 1-3446). Transmission Support Agreement dated August 9, 1974; Instrument of Transfer to the Company with respect to the 1979 Connecticut Nuclear Unit, and Assumption of Obligations, dated December 17, 1975 (Exhibit 10-6(b), File No. 2-57831). (c) Connecticut Yankee Atomic Power Company et al. and the Company: Stockholders Agreement dated July 1, 1964 (Exhibit 13-9-A, File No. 2-2006); Power Purchase Contract dated July 1, 1964 (Exhibit 13-9-B, File No. 2-23006); Supplementary Power Contract dated as of April 1, 1987 (Exhibit 10(c) to 1987 Form 10-K, File No. 0-1229); Capital Funds Agreement dated September 1, 1964 (Exhibit 13-9-C, File No. 2-23006); Transmission Agreement dated October 1, 1964 (Exhibit 13-9-D, File No. 2-23006); Agreement revising Transmission Agreement dated July 1, 1979 (Exhibit to NEES' 1979 Form 10-K, File No. 1-3446); Amendment revising Transmission Agreement dated as of January 19, 1994 (Exhibit 10(c) to NEES' 1995 Form 10-K, File No. 1-3446; Five Year Capital Contribution Agreement dated November 1, 1980 (Exhibit 10(e) to NEES' 1980 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of November 13, 1981 (Exhibit 10(d) to NEES' 1981 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of August 1, 1985 (Exhibit 10(c) to NEES' 1985 Form 10-K, File No. 1-3446). (d) Maine Yankee Atomic Power Company et al. and the Company: Capital Funds Agreement dated May 20, 1968 and Power Purchase Contract dated May 20, 1968 (Exhibit 4-5, File No. 2-29145); Amendments dated as of January 1, 1984, March 1, 1984 (Exhibit 10(d) to NEES' 1983 Form 10-K, File No. 1-3446); October 1, 1984, and August 1, 1985 (Exhibit 10(d) to NEES' 1985 Form 10-K, File No. 1-3446); Stockholders Agreement dated May 20, 1968 (Exhibit 10-20; File No. 2-34267); Additional Power Contract dated as of February 1, 1984 (Exhibit 10(d) to NEES' 1985 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of September 23, 1985 (Exhibit 10(d) to NEES' 1985 Form 10-K, File No. 1-3446). (e) Mass. Electric and the Company: Primary Service for Resale dated February 15, 1974 (Exhibit 5-17(a), File No. 2-52969); Amendment of Service Agreement dated June 22, 1983 (Exhibit 10(b) to Mass. Electric's 1986 Form 10-K, File No. 0-5464); Amendment of Service Agreement effective November 1, 1993 (Exhibit 10(e) to 1993 Form 10-K, File No. 0-1229); Memorandum of Understanding effective May 22, 1994 (Exhibit 10(e) to 1994 Form 10-K, File No. 0-1229). (f) The Narragansett Electric Company and the Company: Primary Service for Resale dated February 15, 1974 (Exhibit 4-1(b), File No. 2-51292); Amendment of Service Agreement dated July 26, 1990 (Exhibit 4(f) to New England Power Company's 1990 Form 10-K, File No. 0-1229). Amendment of Service Agreement dated July 24, 1991 (Exhibit 10(f) to 1991 Form 10-K, File No. 0-1229); Amendment of Service Agreement effective November 1, 1993 (Exhibit 10(f) to 1993 Form 10-K, File No. 0- 1229); Memorandum of Understanding effective May 22, 1994 (Exhibit 10(e) to 1994 Form 10-K, File No. 0-1229); Amendment of Service Agreement effective January 1, 1995 (filed herewith). (g) Time Charter between International Shipholding Corp., and New England Power Company dated as of October 27, 1994 (filed herewith); Amendments dated as of September 22, 1995 (filed herewith). (h) Consent and Agreement among New England Power Company, Central Gulf Lines, Inc., Enterprise Ship Company, Inc., and The Bank of New York dated as of September 28, 1995 (filed herewith). (i) New England Electric Transmission Corporation et al. and the Company: Phase I Terminal Facility Support Agreement dated as of December 1, 1981 (Exhibit 10(g) to NEES' 1981 Form 10-K, File No. 1-3446); Amendments dated as of June 1, 1982 and November 1, 1982 (Exhibit 10(f) to NEES' 1982 Form 10-K, File No. 1-3446); Agreement with respect to Use of the Quebec Interconnection dated as of December 1, 1981 (Exhibit 10(g) to NEES' 1981 Form 10-K, File No. 1-3446); Amendments dated as of May 1, 1982 and November 1, 1982 (Exhibit 10(f) to NEES' 1982 Form 10-K, File No. 1-3446); Amendment dated as of January 1, 1986 (Exhibit 10(f) to NEES' 1986 Form 10-K, File No. 1-3446); Agreement for Reinforcement and Improvement of the Company's Transmission System dated as of April 1, 1983 (Exhibit 10(f) to NEES' 1983 Form 10-K, File No. 1-3446); Lease dated as of May 16, 1983 (Exhibit 10(f) to NEES' 1983 Form 10-K, File No. 1-3446); Upper Development-Lower Development Transmission Line Support Agreement dated as of May 16, 1983 (Exhibit 10(f) to NEES' 1983 Form 10-K, File No. 1-3446). (j) Vermont Electric Transmission Company, Inc. et al. and the Company: Phase I Vermont Transmission Line Support Agreement dated as of December 1, 1981; Amendments dated as of June 1, 1982 and November 1, 1982 (Exhibit 10(g) to NEES' 1982 Form 10-K, File No. 1-3446); Amendment dated as of January 1, 1986 (Exhibit 10(h) to NEES' 1986 Form 10-K, File No. 1-3446). (k) New England Energy Incorporated and the Company: Fuel Purchase Contract dated July 26, 1979, and Amendment dated August 26, 1981 (Exhibit 10(f)(iii) to NEES' 1981 Form 10-K, File No. 1-3446); Amendment dated March 26, 1985, and Amendment effective January 1, 1984 (Exhibit 10(e)(iii) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated as of April 28, 1989 (Exhibit 10(e)(iii) to 1989 NEES Form 10-K, File No. 1-3446). (l) New England Power Pool Agreement: (Exhibit 4(e), File No. 2-43025); Amendments dated July 1, 1972, March 1, 1973 (Exhibit 10-15, File No. 2-48543);Amendment dated March 15, 1974 (Exhibit 10-5, File No. 2-52775); Amendment dated June 1, 1975 (Exhibit 10-14, File No. 2-57831); Amendment dated September 1, 1975 (Exhibit 10-13, File No. 2-59182); Amendments dated December 31, 1976, January 31, 1977, July 1, 1977, and August 1, 1977 (Exhibit 10-16, File No. 2-61881); Amendments dated August 15, 1978, January 3, 1980, and February 1980 (Exhibit 10-3, File No. 2-68283); Amendment dated September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form 10-K, File No. 1-3446); Amendment dated December 1, 1981 (Exhibit 10(h) to NEES' 1982 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, June 15, 1983, and October 1, 1983 (Exhibit 10(i) to NEES' 1983 Form 10-K, File 1-3446); Amendments dated August 1, 1985, August 15, 1985, September 1, 1985, and January 1, 1986 (Exhibit 10(i) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated September 1, 1986 (Exhibit 10(i) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated April 30, 1987 (Exhibit 10(i) to NEES' 1987 Form 10-K, File No. 1-3446); Amendments dated March 1, 1988 and May 1, 1988 (Exhibit 10(i) to NEES' 1988 Form 10-K, File No. 1-3446); Amendment dated March 15, 1989 (Exhibit 10(i) to 1989 NEES Form 10-K, File No. 1-3446); Amendment dated October 1, 1990 (Exhibit 10(i) to 1990 NEES Form 10-K, File No. 1-3446); Amendment dated October 1, 1990 Exhibit 10(i) to 1990 NEES Form 10-K, File No. 1-3446); Amendment dated as of September 15, 1992 (Exhibit 10(i) to 1992 NEES Form 10-K, File No. 1-3446); Amendments dated as of June 1, 1993, July 1, 1995, and September 1, 1995 (Exhibit 10(i) to 1995 NEES Form 10-K, File No. 1-3446). (m) New England Power Service Company and the Company: Specimen of Service Contract (Exhibit 10(l) to 1994 Form 10-K, File No. 0-1229). (n) Public Service Company of New Hampshire et al. and the Company: Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated as of May 1, 1973; Amendments dated May 24, 1974, June 21, 1974, September 25, 1974 and October 25, 1974 (Exhibit 10-18(b), File No. 2-52820); Amendment dated January 31, 1975 (Exhibit 10-16(b), File No. 2-57831); Amendments dated April 18, 1979, April 25, 1979, June 8, 1979, October 11, 1979, December 15, 1979, June 16, 1980, and December 31, 1980 (Exhibit 10(i) to NEES' 1980 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, April 27, 1984, and June 15, 1984 (Exhibit 10(j) to NEES' 1984 Form 10-K, File No. 1-3446); Amendments dated March 8, 1985, March 14, 1986, May 1, 1986, and September 19, 1986 (Exhibit 10(j) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated November 12, 1987 (Exhibit 10(j) to NEES' 1987 Form 10-K, File No. 1-3446); Amendment dated January 13, 1989 (Exhibit 10(j) to NEES' 1990 Form 10-K, File No. 1-3446); Seventh Amendment as of November 1, 1990 (Exhibit 10(m) to NEES' 1991 Form 10-K, File No. 1-3446). Transmission Support Agreement dated as of May 1, 1973 (Exhibit 10-23, File No. 2-49184); Instrument of Transfer to the Company with respect to the New Hampshire Nuclear Units and Assumptions of Obligations dated December 17, 1975 and Agreement Among Participants in New Hampshire Nuclear Units, certain Massachusetts Municipal Systems and Massachusetts Municipal Wholesale Electric Company dated May 28, 1976 (Exhibit 16(c), File No. 2-57831); Seventh Amendment To and Restated Agreement for Seabrook Project Disbursing Agent dated as of November 1, 1990 (Exhibit 10(m) to NEES' 1991 Form 10-K, File No. 1-3446); Amendments dated as of June 29, 1992 (Exhibit 10(j) to NEES' 1992 Form 10-K, File No. 1- 3446). Settlement Agreement dated as of July 19, 1990 between Northeast Utilities Service Company and the Company (Exhibit 10(m) to NEES' 1991 Form 10-K, File No. 1-3446). Seabrook Project Managing Agent Operating Agreement dated as of June 29, 1992, Amendment to Seabrook Project Managing Agent Operating Agreement dated as of June 29, 1992 (Exhibit 10(j) to NEES' 1992 Form 10-K, File No. 1- 3446). (o) Vermont Yankee Nuclear Power Corporation et al. and the Company: Capital Funds Agreement dated February 1, 1968, Amendment dated March 12, 1968 and Power Purchase Contract dated February 1, 1968 (Exhibit 4-6, File No. 2-29145); Amendments dated as of June 1, 1972, April 15, 1983 (Exhibit 10(k) to NEES' 1983 Form 10-K, File No. 0-1229) and April 24, 1985 (Exhibit 10(n) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated as of June 1, 1985 (Exhibit 10(n) to 1988 Form 10-K, File No. 0-1229); Amendments dated May 6, 1988 (Exhibit 10(n) to 1988 Form 10-K, File No. 0-1229); Amendment dated as of June 15, 1989 (Exhibit 10(k) to 1989 NEES Form 10-K, File No. 1-3446); Additional Power Contract dated as of February 1, 1984 (Exhibit 10(k) to NEES' 1983 Form 10-K, File No. 1-3446); Guarantee Agreement dated as of November 5, 1981 (Exhibit 10(j) to NEES' 1981 Form 10-K, File No. 1-3446). (p) Yankee Atomic Electric Company et al. and the Company: Amended and Restated Power Contract dated April 1, 1985 (Exhibit 10(l) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated May 6, 1988 (Exhibit 10(l) to NEES' 1988 Form 10-K, File No. 1-3446); Amendments dated as of June 26, 1989 and July 1, 1989 (Exhibit 10(l) to 1989 NEES Form 10-K, File No. 1-3446); Amendment dated as of February 1, 1992 (Exhibit 10(l) to 1992 NEES Form 10-K, File No. 1-3446). *(q) New England Electric Companies' Deferred Compensation Plan as amended dated January 1, 1995 (Exhibit 10(m) to NEES' 1995 Form 10-K, File No. 1-3446). *(r) New England Electric System Companies Retirement Supplement Plan as amended dated December 1, 1995 (Exhibit 10(n) to NEES' 1995 Form 10-K, File No. 1-3446). *(s) New England Electric Companies' Executive Supplemental Retirement Plan as amended dated January 1, 1995 (Exhibit 10(o) to NEES' 1995 Form 10-K, File No. 1-3446). *(t) New England Electric Companies' Incentive Compensation Plan as amended dated January 1, 1995 (Exhibit 10(p) to NEES' 1995 Form 10-K, File No. 1-3446); New England Electric Companies' Senior Incentive Compensation Plan as amended dated January 1, 1995 (Exhibit 10(q) to NEES' 1995 Form 10-K, File No. 1-3446). *(u) Forms of Life Insurance Program: (Exhibit 10(s) to NEES' 1986 Form 10-K, File No. 1-3446); and Form of Life Insurance (Collateral Assignment) (Exhibit 10(t) to NEES' 1991 Form 10-K, File No. 1-3446). *(v) New England Electric Companies' Incentive Compensation Plan II as amended dated January 1, 1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File No. 1-3446). *(w) New England Electric Companies' Incentive Share Plan as amended dated January 1, 1994 (Exhibit 10 (u) to NEES 1995 Form 10-K, File No. 1-3446). (x) New England Hydro-Transmission Electric Company, Inc. et al. and the Company: Phase II Massachusetts Transmission Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(t) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(t) to NEES' 1986 Form 10-K, File No. 1-3446); Amendments dated as of February 1, 1987, June 1, 1987, September 1, 1987, and October 1, 1987 (Exhibit 10(u) to NEES' 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(u) to NEES' 1988 Form 10-K, File No. 1-3446); Amendment dated January 1, 1989 (Exhibit 10(u) to NEES' 1990 Form 10-K, File No. 1-3446). (y) New England Hydro-Transmission Corporation et al. and the Company: Phase II New Hampshire Transmission Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(u) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(u) to NEES' 1986 Form 10-K, File No. 1-3446); Amendments dated as of February 1, 1987, June 1, 1987, September 1, 1987, and October 1, 1987 (Exhibit 10(v) to NEES' 1987 Form 10-K, File No. 1-3446). Amendment dated as of August 1, 1988 (Exhibit 10(v) to NEES' 1988 Form 10-K, File No. 1-3446); Amendments dated January 1, 1989 and January 1, 1990 (Exhibit 10 (v) to NEES' 1990 Form 10-K, File No. 1-3446). (z) Vermont Electric Power Company et al. and the Company: Phase II New England Power AC Facilities Support Agreement dated as of June 1, 1985 (Exhibit 10(v) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated as of May 1, 1986 (Exhibit 10(v) to NEES' 1986 Form 10-K, File No. 1-3446). Amendments dated as of February 1, 1987, June 1, 1987, and September 1, 1987 (Exhibit 10(w) to NEES' 1987 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1988 (Exhibit 10(w) to NEES' 1988 Form 10-K, File No. 1-3446). (aa) TransCanada Pipelines Limited and the Company: Firm Service Contract for Firm Transportation Service for natural gas dated as of January 6, 1992; Amendment dated as of March 2, 1992 (Exhibit 10(y) to 1992 Form 10-K, File No. 0-1229); Amendment dated as of October 29, 1993 (Exhibit 10(y) to 1994 Form 10-K, File No. 0-1229); Temporary Assignment effective as of October 26, 1995 (filed herewith). (bb) Renaissance Energy Ltd. and the Company: Temporary Transportation Contract Assignment (capacity swap) for Firm Transportation Service for natural gas dated as of October 27, 1993; Amendment dated as of October 25, 1994 (Exhibit 10(z) to 1994 Form 10-K, File No. 0-1229). (cc) Algonquin Gas Transmission Company and the Company: X-38 Service Agreement for Firm Transportation of natural gas dated July 3, 1992; Amendment dated July 31, 1992 (Exhibit 10(aa) to 1992 Form 10-K, File No. 0-1229); Amendment dated April 15, 1994 (Exhibit 10(aa) to 1994 Form 10-K, File No. 0- 1229). (dd) ANR Pipeline Company and the Company: Gas Transportation Agreement dated July 18, 1990 (Exhibit 10(bb) to 1992 Form 10-K, File No. 0-1229). (ee) Columbia Gas Transmission Corporation and the Company: Service Agreement for Service under FTS Rate Schedule dated June 13, 1991 (Exhibit 10(cc) to 1993 Form 10-K, File No. 0-1229). (ff) Iroquois Gas Transmission System, L.P. and the Company: Gas Transportation Contract for Firm Reserved Service dated as of June 5, 1991 (Exhibit 10(dd) to 1992 Form 10-K, File No. 0-1229). (gg) Tennessee Gas Pipeline Company and the Company: Firm Natural Gas Transportation Agreement dated July 9, 1992 (Exhibit 10(ee) to 1992 Form 10-K, File No. 0-1229). * Compensation related plan, contract, or arrangement. (13) 1995 Annual Report to Stockholders (filed herewith). (21) Subsidiary list (filed herewith). (24) Power of Attorney (filed herewith). (27) Financial Data Schedule (filed herewith). Mass. Electric -------------- (3) (a) Articles of Organization of the Company as amended March 5, 1993, August 11, 1993, September 20, 1993, and November 15, 1993 (Exhibit 3(a) to 1993 Form 10-K, File No. 0-5464). (b) By-Laws of the Company as amended February 4, 1993, July 30, 1993, and September 15, 1993 (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464). (4) First Mortgage Indenture and Deed of Trust, dated as of July 1, 1949, and twenty-one supplements thereto (Exhibit 7-A, File No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K, File No. 0-5464); Exhibit 4 to 1988 Form 10-K, File No. 0-5464; Exhibit 4(a) to 1989 NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to 1992 NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to 1995 NEES Form 10-K, File No. 1-3446). (10) Material Contracts (a) Boston Edison Company et al. and Company: Amended REMVEC Agreement dated August 12, 1977 (Exhibit 5-4(d), File No. 2-61881). (b) New England Power Company and the Company: Primary Service for Resale dated February 15, 1974 (Exhibit 5-17(a), File No. 2-52969); Amendment of Service Agreement dated July 22, 1983 (Exhibit 10(b) to 1986 Form 10-K, File No. 0-5464); Amendment of Service Agreement effective November 1, 1993 (Exhibit 10(e) to 1993 NEP Form 10-K, File No. 0- 1229); Memorandum of Understanding effective May 22, 1994 (Exhibit 10(e) to 1994 NEP Form 10-K, File No. 0-1229). (c) New England Power Pool Agreement: (Exhibit 4(e), File No. 2-43025); Amendments dated July 1, 1972, and March 1, 1973 (Exhibit 10-15, File No. 2-48543); Amendment dated March 15, 1974 (Exhibit 10-5, File No. 2-52775); Amendment dated June 1, 1975 (Exhibit 10-14, File No. 2-57831); Amendment dated September 1, 1975 (Exhibit 10-13, File No. 2-59182); Amendments dated December 31, 1976, January 31, 1977, July 1, 1977, and August 1, 1977 (Exhibit 10-16, File No. 2-61881); Amendments dated August 15, 1978, January 3, 1980, and February 1980 (Exhibit 10-3, File No. 2-68283); Amendment dated September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form 10-K, File No. 1-3446); Amendment dated as of December 1, 1981 (Exhibit 10(h) to NEES' 1982 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, June 15, 1983, and October 1, 1983 (Exhibit 10(i) to NEES' 1983 Form 10-K, File No. 1-3446); Amendments dated August 1, 1985, August 15, 1985, September 1, 1985, and January 1, 1986 (Exhibit 10(i) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated September 1, 1986 (Exhibit 10(i) to NEES' 1986 Form 10-K, File No. 1-3446); Amendments dated April 30, 1987 (Exhibit 10(i) to NEES' 1987 Form 10-K, File No. 1-3446); Amendments dated March 1, 1988 and May 1, 1988 (Exhibit 10(i) to NEES' 1988 Form 10-K, File No. 1-3446); Amendment dated March 15, 1989 (Exhibit 10(i) to 1989 NEES Form 10-K, File No. 1-3446). Amendment dated October 1, 1990 (Exhibit 10(i) to 1990 NEES Form 10-K, File No. 1-3446); Amendment dated as of September 15, 1992 (Exhibit 10(i) to 1992 NEES Form 10-K, File No. 1-3446). Amendments dated as of June 1, 1993, July 1, 1995, and September 1, 1995 (Exhibit 10(i) to 1995 NEES Form 10-K, File No. 1- 3446). (d) New England Power Service Company and the Company: Specimen of Service Contract (Exhibit 10(l) to 1994 NEP Form 10-K, File No. 0-1229). (e) New England Telephone and Telegraph Company and the Company: Specimen of Joint Ownership Agreement for Wood Poles (Exhibit 4(e), File No. 2-24458). *(f) New England Electric Companies' Deferred Compensation Plan as amended dated January 1, 1995 (Exhibit 10(m) to NEES' 1995 Form 10-K, File No. 1-3446). *(g) New England Electric System Companies Retirement Supplement Plan as amended dated December 1, 1995 (Exhibit 10(n) to NEES' 1995 Form 10-K, File No. 1-3446). *(h) New England Electric Companies' Executive Supplemental Retirement Plan as amended dated January 1, 1995 (Exhibit 10(o) to NEES' 1995 Form 10-K, File No. 1-3446). *(i) New England Electric Companies' Incentive Compensation Plan as amended dated January 1, 1995 (Exhibit 10(p) to NEES' 1995 Form 10-K, File No. 1-3446). *(j) New England Electric Companies' Form of Deferred Compensation Agreement for Directors (Exhibit 10(p) to NEES' 1980 Form 10-K, File No. 1-3446). *(k) New England Electric Companies' Senior Incentive Compensation Plan as amended dated January 1, 1995 (Exhibit 10(q) to NEES' 1995 Form 10-K, File No. 1-3446). *(l) Forms of Life Insurance Program: (Exhibit 10(s) to NEES' 1986 Form 10-K, File No. 1-3446); and Form of Life Insurance (Collateral Assignment) (Exhibit 10(t) to NEES' 1991 Form 10-K, File No. 1-3446). *(m) New England Electric Companies' Incentive Compensation Plan II as amended dated January 1, 1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File No. 1-3446). *(n) New England Electric Companies' Incentive Share Plan as amended dated January 1, 1994 (Exhibit 10(u) to NEES' 1995 Form 10-K, File No. 1-3446). *(o) New England Power Service Company and the Company: Form of Supplemental Pension Service Credit Agreement (Exhibit 10(ee) to 1992 NEES Form 10-K, File No. 1-3446). * Compensation related plan, contract, or arrangement. (12) Statement re computation of ratios for incorporation by reference into the Mass. Electric registration statement on Form S-3, Commission File No. 33-59145 (filed herewith). (13) 1995 Annual Report to Stockholders (filed herewith). (24) Power of Attorney (filed herewith). (27) Financial Data Schedule (filed herewith). Narragansett ------------ (3) (a) Articles of Incorporation as amended June 9, 1988 (Exhibit 3(a) to 1988 Form 10-K, File No. 0-898). (b) By-Laws of the Company (Exhibit 3 to 1980 Form 10-K, File No. 0-898). (4) (a) First Mortgage Indenture and Deed of Trust, dated as of September 1, 1944, and twenty-two supplements thereto (Exhibit 7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898; Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986 Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898; Exhibit 4(b) to 1991 NEES Form 10-K, File No. 1-3446; Exhibit 4(b) to 1992 NEES Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 NEES Form 10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10- K, File No. 1-3446). (b) The Narragansett Electric Company Preference Provisions, as amended, dated March 23, 1993 (Exhibit 4(c) to 1993 NEES Form 10-K, File No. 1- 3446). (10) Material Contracts (a) Boston Edison Company et al. and the Company: Amended REMVEC Agreement dated August 12, 1977 (Exhibit 5-4(d), File No. 2-61881). (b) New England Power Company and the Company: Primary Service for Resale dated February 15, 1974 (Exhibit 4-1(b), File No. 2-51292); Amendment of Service Agreement dated July 26, 1990 (Exhibit 10(f) to 1990 NEP Form 10-K, File No. 0-1229); Amendment of Service Agreement dated July 24, 1991 (Exhibit 4(f) to 1991 NEP Form 10-K, File No. 0-1229); Amendment of Service Agreement effective November 1, 1993 (Exhibit 10(f) to 1993 NEP Form 10-K, File No. 0- 1229); Memorandum of Understanding effective May 22, 1994 (Exhibit 10(f) to 1994 NEP Form 10-K, File No. 0-1229); Amendment of Service Agreement effective January 1, 1995 (Exhibit 10(f) to 1995 NEP Form 10-K, File No. 0-1229). (c) New England Power Pool Agreement: (Exhibit 4(e), File No. 2-43025); Amendments dated July 1, 1972, and March 1, 1973 (Exhibit 10-15, File No. 2-48543); Amendment dated March 15, 1974 (Exhibit 10-5, File No. 2-52775); Amendment dated June 1, 1975 (Exhibit 10-14, File No. 2-57831); Amendment dated September 1, 1975 (Exhibit 10-13, File No. 2-59182); Amendments dated December 31, 1976, January 31, 1977, July 1, 1977, and August 1, 1977 (Exhibit 10-16, File No. 2-61881); Amendments dated August 15, 1978, January 3, 1980, and February 1980 (Exhibit 10-3, File No. 2-68283); Amendment dated September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form 10-K, File No. 1-3446); Amendment dated December 1, 1981 (Exhibit 10(h) to NEES' 1982 Form 10-K, File No. 1-3446); Amendments dated June 1, 1982, June 15, 1983, and October 1, 1983 (Exhibit 10(i) to NEES' 1983 Form 10-K, File No. 1-3446); Amendments dated August 1, 1985, August 15, 1985, September 1, 1985, and January 1, 1986 (Exhibit 10 (i) to NEES' 1985 Form 10-K, File No. 1-3446); Amendment dated September 1, 1986 (Exhibit 10(i) to NEES' 1986 Form 10-K, File No. 1-3446); Amendment dated April 30, 1987 (Exhibit 10(i) to NEES' 1987 Form 10-K, File No. 1-3446); Amendments dated March 1, 1988 and May 1, 1988 (Exhibit 10(i) to NEES' 1988 Form 10-K, File No. 1-3446); Amendment dated March 15, 1989 (Exhibit 10(i) to 1989 NEES Form 10-K, File No. 1-3446). Amendment dated October 1, 1990 (Exhibit 10(i) to 1990 NEES' Form 10-K, File No. 1-3446); Amendment dated as of September 15, 1992 (Exhibit 10(i) to NEES' 1992 Form 10-K, File No. 1-3446); Amendments dated as of June 1, 1993, July 1, 1995, and September 1, 1995 (Exhibit 10(i) to NEES' 1995 Form 10-K, File No. 1-3446). (d) New England Power Service Company and the Company: Specimen of Service Contract (Exhibit 4(l) to 1994 NEP Form 10-K, File No. 0-1229). (e) New England Telephone and Telegraph Company and the Company: Specimen of Joint Ownership Agreement for Wood Poles (Exhibit 3(d), File No. 2-24458). *(f) New England Electric Companies' Deferred Compensation Plan for Officers, as amended January 1, 1995 (Exhibit 10(m) to NEES' 1995 Form 10-K, File No. 1-3446). *(g) New England Electric System Companies Retirement Supplement Plan, as amended December 1, 1995 (Exhibit 10(n) to NEES' 1995 Form 10-K, File No. 1-3446). *(h) New England Electric Companies' Executive Supplemental Retirement Plan, as amended dated January 1, 1995 (Exhibit 10(o) to NEES' 1995 Form 10-K, File No. 1-3446). *(i) New England Companies' Incentive Compensation Plan, as amended dated January 1, 1995 (Exhibit 10(p) to NEES' 1995 Form 10-K, File No. 1-3446). *(j) New England Electric Companies' Form of Deferred Compensation Agreement for Directors (Exhibit 10(p) to NEES' 1980 Form 10-K, File No. 1-3446). *(k) New England Electric Companies' Senior Incentive Compensation Plan as amended dated January 1, 1995 (Exhibit 10(q) to NEES' 1995 Form 10-K, File No. 1-3446). *(l) Forms of Life Insurance Program (Exhibit 10(s) to NEES' 1986 Form 10-K, File No. 1-3446); and Form of Life Insurance (Collateral Assignment) (Exhibit 10(t) to NEES' 1991 Form 10-K, File No. 1-3446). *(m) New England Electric Companies' Incentive Compensation Plan II as amended dated January 1, 1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File No. 1-3446). *(n) New England Electric Companies' Incentive Share Plan as amended dated January 1, 1994 (Exhibit 10(u) to NEES' 1995 Form 10-K, File No. 1-3446). *(o) New England Power Service Company and the Company: Form of Supplemental Pension Service Credit Agreement (Exhibit 10(ee) to 1992 NEES Form 10-K, File No. 1-3446). * Compensation related plan, contract, or arrangement. (12) Statement re computation of ratios for incorporation by reference into the Narragansett registration statement on Form S-3, Commission File No. 33-61131 (filed herewith). (13) 1995 Annual Report to Stockholders (filed herewith). (24) Power of Attorney (filed herewith). (27) Financial Data Schedule (filed herewith). Reports on Form 8-K NEES ---- NEES filed reports on Form 8-K dated January 12, 1995, February 8, 1995, March 1, 1995, March 15, 1995, May 17, 1995, July 3, 1995, August 16, 1995, September 8, 1995, and September 29, 1995, all of which contained Item 5. NEP --- NEP filed reports on Form 8-K dated January 12, 1995, February 8, 1995, May 17, 1995, and August 16, 1995, all of which contained Item 5. Mass. Electric -------------- Mass. Electric filed reports on Form 8-K dated March 15, 1995, August 16, 1995, and September 29, 1995, all of which contained Item 5. Narragansett ------------ Narragansett filed reports on Form 8-K dated March 1, 1995, July 3, 1995, August 16, 1995, September 8, 1995, and October 11, 1995, all of which contained Item 5. NEW ENGLAND ELECTRIC SYSTEM SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf, by the undersigned thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM* s/John W. Rowe John W. Rowe President and Chief Executive Officer March 28, 1996 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. (Signature and Title) Principal Executive Officer s/John W. Rowe John W. Rowe President and Chief Executive Officer Principal Financial Officer s/Alfred D. Houston Alfred D. Houston Executive Vice President and Chief Financial Officer Principal Accounting Officer s/Michael E. Jesanis Michael E. Jesanis Treasurer Directors (a majority) Joan T. Bok Paul L. Joskow John M. Kucharski Edward H. Ladd Joshua A. McClure John W. Rowe s/John G. Cochrane George M. Sage All by: Charles E. Soule John G. Cochrane Anne Wexler Attorney-in-fact James Q. Wilson James R. Winoker Date (as to all signatures on this page) March 28, 1996 *The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of the Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. NEW ENGLAND POWER COMPANY SIGNATURES Pursuant to the Requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company. NEW ENGLAND POWER COMPANY s/Jeffrey D. Tranen Jeffrey D. Tranen President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company. (Signature and Title) Principal Executive Officer s/Jeffrey D. Tranen Jeffrey D. Tranen President Principal Financial Officer s/Michael E. Jesanis Michael E. Jesanis Treasurer Principal Accounting Officer s/Howard W. McDowell Howard W. McDowell Controller Directors (a majority) Joan T. Bok Alfred D. Houston s/John G. Cochrane Cheryl A. LaFleur All by: John G. Cochrane Attorney-in-fact Date (as to all signatures on this page) March 28, 1996 MASSACHUSETTS ELECTRIC COMPANY SIGNATURES Pursuant to the Requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company. MASSACHUSETTS ELECTRIC COMPANY s/John H. Dickson John H. Dickson President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company. (Signature and Title) Principal Executive Officer s/John H. Dickson John H. Dickson President Principal Financial Officer s/Michael E. Jesanis Michael E. Jesanis Treasurer Principal Accounting Officer s/Howard W. McDowell Howard W. McDowell Controller Directors (a majority) Urville J. Beaumont Sally L. Collins John H. Dickson Kalyan K. Ghosh Charles B. Housen s/John G. Cochrane Patricia McGovern All by: John F. Reilly, Jr. John G. Cochrane Richard M. Shribman Attorney-in-fact Roslyn M. Watson Date (as to all signatures on this page) March 28, 1996 THE NARRAGANSETT ELECTRIC COMPANY SIGNATURES Pursuant to the Requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company. THE NARRAGANSETT ELECTRIC COMPANY s/Robert L. McCabe Robert L. McCabe President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. The signature of each of the undersigned shall be deemed to relate only to matters having reference to the above-named company. (Signature and Title) Principal Executive Officer s/Robert L. McCabe Robert L. McCabe President Principal Financial Officer s/Alfred D. Houston Alfred D. Houston Vice President and Treasurer Principal Accounting Officer s/Howard W. McDowell Howard W. McDowell Controller Directors (a majority) Joan T. Bok Stephen A. Cardi s/John G. Cochrane Joseph J. Kirby All by: Robert L. McCabe John W. Rowe John G. Cochrane Willliam E. Trueheart Attorney-in-fact Date (as to all signatures on this page) March 28, 1996 NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS
References (Page) ----------------------- 1995 Annual Form Report to 10-K Shareholders* ---- ------------- Report of Independent Accountants........................... 41 Statements of Consolidated Income, Year Ended December 31, 1995, 1994 and 1993............. 24 Statements of Consolidated Retained Earnings, Year Ended December 31, 1995, 1994 and 1993............. 24 Consolidated Balance Sheets, December 31, 1995 and 1994... 25 Consolidated Statements of Cash Flows, Year Ended December 31, 1995, 1994 and 1993............. 26 Consolidated Statements of Capitalization, December 31, 1995 and 1994.............................. 27 Notes to Financial Statements............................... 28-40 For the Year Ended December 31, 1995, 1994 and 1993: Consent of Independent Accountants........................ 115 * Incorporated by Reference
CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in the registration statements of New England Electric System on Form S-3 of the Dividend Reinvestment and Common Share Purchase Plan (File No. 33-12313) and on Forms S-8 of the New England Electric System Companies Incentive Thrift Plan (File No. 33-26066), the New England Electric System Companies Incentive Thrift Plan II (File No. 33-35470) and the Yankee Atomic Electric Company Thrift Plan (File No. 2-67531) of our report dated March 1, 1996 on our audits of the consolidated financial statements of New England Electric System and subsidiaries as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, which report is incorporated by reference in this Annual Report on Form 10-K. We also consent to the incorporation by reference in the registration statements of New England Power Company on Forms S-3 (File Nos. 33-48257, 33-48897, and 33-49193) Massachusetts Electric Company on Form S-3 (File No. 33-59145) and The Narragansett Electric Company on Form S-3 (File No. 33-61131) of our reports dated March 1, 1996 on our audits of the financial statements of New England Power Company, Massachusetts Electric Company and The Narragansett Electric Company, respectively, as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, which reports are incorporated by reference in this Annual Report on Form 10-K. s/ Coopers & Lybrand L.L.P. Boston, Massachusetts COOPERS & LYBRAND L.L.P. March 28, 1996 NEW ENGLAND POWER COMPANY INDEX TO FINANCIAL STATEMENTS
References (Page) ---------------------- 1995 Annual Form Report to 10-K Shareholders* ---- ------------- Report of Independent Accountants........................... 1 Statements of Income, Year Ended December 31, 1995, 1994 and 1993............... 10 Statements of Retained Earnings, Year Ended December 31, 1995, 1994 and 1993............... 10 Balance Sheets, December 31, 1995 and 1994.................. 11 Statements of Cash Flows, Year Ended December 31, 1995, 1994 and 1993............... 12 Notes to Financial Statements............................... 13-28 For the Year Ended December 31, 1995, 1994 and 1993: Consent of Independent Accountants....................... 115 * Incorporated by Reference
MASSACHUSETTS ELECTRIC COMPANY INDEX TO FINANCIAL STATEMENTS
References (Page) ---------------------- 1995 Annual Form Report to 10-K Shareholders* ---- ------------- Report of Independent Accountants........................... 1 Statements of Income, Year Ended December 31, 1995, 1994 and 1993............... 8 Statements of Retained Earnings, Year Ended December 31, 1995, 1994 and 1993............... 8 Balance Sheets, December 31, 1995 and 1994.................. 9 Statements of Cash Flows, Year Ended December 31, 1995, 1994 and 1993............... 10 Notes to Financial Statements............................... 11-22 For the Year Ended December 31, 1995, 1994 and 1993: Consent of Independent Accountants........................ 115 * Incorporated by Reference
THE NARRAGANSETT ELECTRIC COMPANY INDEX TO FINANCIAL STATEMENTS
References (Page) ---------------------- 1995 Annual Form Report to 10-K Shareholders* ---- ------------- Report of Independent Accountants........................... 1 Statements of Income, Year Ended December 31, 1995, 1994 and 1993............... 8 Statements of Retained Earnings, Year Ended December 31, 1995, 1994 and 1993............... 8 Balance Sheets, December 31, 1995 and 1994.................. 9 Statements of Cash Flows, Year Ended December 31, 1995, 1994 and 1993............... 10 Notes to Financial Statements............................... 11-22 For the Year Ended December 31, 1995, 1994 and 1993: Consent of Independent Accountants........................ 115 * Incorporated by Reference
EX-99 2 NEES EXHIBIT INDEX --------------- Exhibit No. Description Page - ----------- ----------- ---- (3) Agreement and Declaration of Incorporated Trust dated January 2, 1926, by Reference as amended through April 28, 1992 (4)(a) Massachusetts Electric Company Incorporated First Mortgage Indenture and by Reference Deed of Trust, dated as of July 1, 1949, and twenty supplements thereto Twenty-first Supplemental Filed herewith Indenture, dated as of April 1, 1995 (4)(b) The Narragansett Electric Incorporated Company First Mortgage Indenture by Reference and Deed of Trust, dated as of September 1, 1944, and twenty-one supplements thereto Twenty-second Supplemental Filed herewith Indenture, dated as of June 1, 1995 (4)(c) The Narragansett Electric Incorporated Company Preference Provisions, by Reference as amended, dated March 23, 1993 (4)(d) New England Power Company General Incorporated and Refunding Mortgage Indenture by Reference and Deed of Trust dated as of January 1, 1977 and nineteen supplements thereto Twentieth Supplemental Indenture, Filed herewith dated as of July 1, 1994 (10)(a) Boston Edison Company et al. and Incorporated New England Power Company: by Reference Amended REMVEC Agreement dated August 12, 1977 (10)(b) The Connecticut Light and Power Incorporated Company et al. and New England by Reference Power Company: Sharing Agreement for Joint Ownership, Construction and Operation of Millstone Unit No. 3 dated as of September 1, 1973, and Amendments thereto; Transmission Support Agreement dated August 9, 1974; Instrument of Transfer to NEP with respect to the 1979 Connecticut Nuclear Unit, and Assumption of Obligations, dated December 17, 1975 (10)(c) Connecticut Yankee Atomic Power Incorporated Company et al. and New England by Reference Power Company: Stockholders Agreement dated July 1, 1964; Power Purchase Contract dated July 1, 1964; Supplementary Power Contract dated as of April 1, 1987; Capital Funds Agreement dated September 1, 1964; Transmission Agreement dated October 1, 1964; Agreement revising Transmission Agreement dated July 1, 1979; Guarantee Agreement dated as of November 13, 1981; Guarantee Agreement dated as of August 1, 1985 Amendment revising Transmission Filed herewith Agreement dated as of January 19, 1994 (10)(d) Maine Yankee Atomic Power Company Incorporated et al. and New England Power by Reference Company: Capital Funds Agreement dated May 20, 1968 and Power Purchase Contract dated May 20, 1968; Amendments dated as of January 1, 1984, March 1, 1984, October 1, 1984, and August 1, 1985; Stockholders Agreement dated May 20, 1968; Additional Power Contract dated as of February 1, 1984; Guarantee Agreement dated as of September 23, 1985 (10)(e)(i) New England Energy Incorporated Incorporated Capital Funds Agreement with by Reference NEES dated November 1, 1974 and Amendments thereto (10)(e)(ii) New England Energy Incorporated Incorporated Loan Agreement with NEES dated by Reference July 19, 1978 and effective November 1, 1974, and Amendments thereto (10)(e)(iii) New England Energy Incorporated Incorporated Fuel Purchase Contract with by Reference New England Power Company dated July 26, 1979, and Amendments thereto (10)(e)(iv) New England Energy Incorporated Incorporated Partnership Agreement with by Reference Samedan Oil Corporation as Amended and Restated on February 5, 1985 and Amendment thereto (10)(e)(v) New England Energy Incorporated Filed herewith Credit Agreement dated as of April 13, 1995 (10)(e)(vi) New England Energy Incorporated Incorporated Capital Maintenance Agreement by Reference dated November 15, 1985, and Assignment and Security Agreement dated November 15, 1985 and Amendment thereto (10)(f) New England Power Company and Incorporated New England Electric Transmission by Reference Corporation et al.: Phase I Terminal Facility Support Agreement dated as of December 1, 1981 and Amendments thereto; Agreement with respect to Use of the Quebec Interconnection dated as of December 1, 1981 and Amendments thereto; Agreement for Reinforcement and Improvement of New England Power Company's Transmission System dated as of April 1, 1983; Lease dated as of May 16, 1983; Upper Development - Lower Development Transmission Line Support Agreement dated as of May 16, 1983 (10)(g) New England Electric Transmission Incorporated Corporation and PruCapital by Reference Management, Inc. et al: Note Agreement dated as of September 1, 1986; Mortgage, Deed of Trust and Security Agreement dated as of September 1, 1986; Equity Funding Agreement with New England Electric System dated as of December 1, 1985 (10)(h) Vermont Electric Transmission Incorporated Company, Inc. et al. and New by Reference England Power Company: Phase I Vermont Transmission Line Support Agreement dated as of December 1, 1981 and Amendments thereto (10)(i) New England Power Pool Incorporated Agreement and Amendments thereto by Reference Amendments dated as of June 1, Filed herewith 1993, July 1, 1995, and September 1, 1995 (10)(j) Public Service Company of New Incorporated Hampshire et al. and New England by Reference Power Company: Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated as of May 1, 1973 and Amendments thereto; Transmission Support Agreement dated as of May 1, 1973; Instrument of Transfer to NEP with respect to the New Hampshire Nuclear Units and Assumptions of Obligations dated December 17, 1975; Agreement Among Participants in New Hampshire Nuclear Units, certain Massachusetts Municipal Systems and Massachusetts Municipal Wholesale Electric Company dated May 28, 1976; Seventh Amendment To and Restated Agreement for Seabrook Project Disbursing Agent and Amendments thereto; Seabrook Project Managing Agent Operating Agreement dated as of June 29, 1992, and Amendment to Seabrook Project Managing Agent Agreement dated as of June 29, 1992 (10)(k) Vermont Yankee Nuclear Power Incorporated Corporation et al. and New by Reference England Power Company: Capital Funds Agreement dated February 1, 1968, Amendment dated March 12, 1968, and Power Purchase Contract dated February 1, 1968 and Amendments thereto; Additional Power Contract dated as of February 1, 1984; Guarantee Agreement dated as of November 5, 1981 (10)(l) Yankee Atomic Electric Company Incorporated et al. and New England Power by Reference Company: Amended and Restated Power Contract dated April 1, 1985 and Amendments thereto (10)(m) New England Electric Companies' Filed herewith Deferred Compensation Plan as amended dated January 1, 1995 (10)(n) New England Electric System Filed herewith Companies Retirement Supplement Plan as amended dated December 1, 1995 (10)(o) New England Electric Companies' Filed herewith Executive Supplemental Retirement Plan as amended dated January 1, 1995 (10)(p) New England Electric Companies' Filed herewith Incentive Compensation Plan as amended dated January 1, 1995 (10)(q) New England Electric Companies' Filed herewith Senior Incentive Compensation Plan as amended dated January 1, 1995 (10)(r) New England Electric Companies' Filed herewith Incentive Compensation Plan II as amended dated January 1, 1995 (10)(s) New England Electric System Incorporated Directors Deferred Compensation by Reference Plan as amended dated November 24, 1992 (10)(t) Forms of Life Insurance Program Incorporated and Form of Life Insurance by Reference (Collateral Assignment) (10)(u) New England Electric Companies' Filed herewith Incentive Share Plan as amended dated January 1, 1994 (10)(v) New England Power Company and Incorporated New England Hydro-Transmission by Reference Electric Company, Inc. et al: Phase II Massachusetts Transmission Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(w) New England Power Company and Incorporated New England Hydro-Transmission by Reference Corporation et al: Phase II New Hampshire Transmission Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(x) New England Power Company et Incorporated al: Phase II New England Power by Reference AC Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(y) New England Hydro-Transmission Incorporated Electric Company, Inc. and New by Reference England Electric System et al: Equity Funding Agreement dated as of June 1, 1985 and Amendments thereto (10)(z) New England Hydro-Transmission Incorporated Corporation and New England by Reference Electric System et al: Equity Funding Agreement dated as of June 1, 1985 and Amendments thereto (10)(aa) Ocean State Power, et al., and Incorporated Narragansett Energy Resources by Reference Company: Equity Contribution Agreement dated as of December 29, 1988; Amendment dated as of September 29, 1989 Ocean State Power, et al., and Incorporated New England Electric System: by Reference Equity Contribution Support Agreement dated as of December 29, 1988; Amendment dated as of September 29, 1989; Ocean State Power II, et al., Incorporated and Narragansett Energy Resources by Reference Company: Equity Contribution Agreement dated as of September 29, 1989; Ocean State Power II, et al., and New England Electric System: Equity Contribution Support Agreement dated as of September 29, 1989 (10)(bb) New England Power Service Incorporated Company and Joan T. Bok: by Reference Service Credit Letter dated October 21, 1982 (10)(cc) New England Electric System Incorporated and John W. Rowe: Service by Reference Credit Letter dated December 5, 1988 (10)(dd) New England Power Service Incorporated Company and the Company: by Reference Form of Supplemental Pension Service Credit Agreement (10)(ee) New England Electric System Incorporated and Frederic E. Greenman: by Reference Service Credit Letter dated February 23, 1994 (10)(ff) New England Electric System Incorporated and John W. Newsham: Pension by Reference Service Credit Agreement dated February 23, 1994 (13) 1995 Annual Report to Filed herewith Shareholders (21) Subsidiary list Incorporated by Reference (24) Power of Attorney Filed herewith (27) Financial Data Schedule Filed herewith NEP EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- (3)(a) Articles of Organization as Incorporated amended through June 27, 1987 by Reference (3)(b) By-laws of the Company as Filed herewith amended May 10, 1995 (4) General and Refunding Mortgage Incorporated Indenture and Deed of Trust by Reference dated as of January 1, 1977 and twenty supplements thereto (10)(a) Boston Edison Company et al. Incorporated and the Company: Amended by Reference REMVEC Agreement dated August 12, 1977 (10)(b) The Connecticut Light and Power Incorporated Company et al. and the Company: by Reference Sharing Agreement for Joint Ownership, Construction and Operation of Millstone Unit No. 3 dated as of September 1, 1973, and Amendments thereto; Transmission Support Agreement dated August 9, 1974; Instrument of Transfer to the Company with respect to the 1979 Connecticut Nuclear Unit, and Assumption of Obligations, dated December 17, 1975 (10)(c) Connecticut Yankee Atomic Power Incorporated Company et al. and the Company: by Reference Stockholders Agreement dated July 1, 1964; Power Purchase Contract dated July 1, 1964; Supplementary Power Contract dated as of April 1, 1987; Capital Funds Agreement dated September 1, 1964; Transmission Agreement dated October 1, 1964; Agreement revising Transmission Agreement dated July 1, 1979; Amendment revising Transmission Agreement dated as of January 19, 1994; Five Year Capital Contribution Agreement dated November 1, 1980; Guarantee Agreement dated as of November 13, 1981; Guarantee Agreement dated as of August 1, 1985 (10)(d) Maine Yankee Atomic Power Incorporated Company et al. and the Company: by Reference Capital Funds Agreement dated May 20, 1968 and Power Purchase Contract dated May 20, 1968; and Amendments thereto; Stockholders Agreement dated May 20, 1968; Additional Power Contract dated as of February 1, 1984; Guarantee Agreement dated as of September 23, 1985 (10)(e) Mass. Electric and the Company: Incorporated Primary Service for Resale dated by Reference February 15, 1974; and Amendments thereto; Memorandum of Understanding effective May 22, 1994 (10)(f) The Narragansett Electric Incorporated Company and the Company: by Reference Primary Service for Resale dated February 15, 1974 and Amendments thereto; Memorandum of Understanding effective May 22, 1994 Amendment of Service Agrement Filed herewith effective January 1, 1995 (10)(g) Time Charter between Filed herewith International Shipholding, Corp. and New England Power Company dated as of October 27, 1994; Amendments dated as of September 22, 1995 (10)(h) Consent and Agreement among New Filed herewith England Power Company, Central Gulf Lines, Inc., Enterprise Ship Company, Inc., and The Bank of New York, dated as of September 28, 1995 (10)(i) New England Electric Incorporated Transmission Corporation et al. by Reference and the Company: Phase I Terminal Facility Support Agreement dated as of December 1, 1981; Amendments dated as of June 1, 1982 and November 1, 1982; Agreement with respect to Use of the Quebec Interconnection dated as of December 1, 1981; Amendments dated as of May 1, 1982 and November 1, 1982; Amendment dated as of January 1, 1986; Agreement for Reinforcement and Improvement of the Company's Transmission System dated as of April 1, 1983; Lease dated as of May 16, 1983; Upper Development-Lower Development Transmission Line Support Agreement dated as of May 16, 1983 (10)(j) Vermont Electric Transmission Incorporated Company, Inc. et al. and the by Reference Company: Phase I Vermont Transmission Line Support Agreement dated as of December 1, 1981 and Amendments thereto (10)(k) New England Energy Incorporated Incorporated and the Company: Fuel Purchase by Reference Contract dated July 26, 1979, and Amendments thereto (10)(l) New England Power Pool Incorporated Agreement and Amendments by Reference thereto (10)(m) New England Power Service Incorporated Company and the Company: by Reference Specimen of Service Contract (10)(n) Public Service Company of New Incorporated Hampshire et al. and the by Reference Company: Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated as of May 1, 1973 and Amendments thereto; Seventh Amendment as of November 1, 1990; Transmission Support Agreement dated as of May 1, 1973; Instrument of Transfer to the Company with respect to the New Hampshire Nuclear Units and Assumptions of Obligations dated December 17, 1975 and Agreement Among Participants in New Hampshire Nuclear Units, certain Massachusetts Municipal Systems and Massachusetts Municipal Wholesale Electric Company dated May 28, 1976; Seventh Amendment To and Restated Agreement for Seabrook Project Disbursing Agent dated as of November 1, 1990; Amendments dated as of June 29, 1992 Settlement Agreement dated as Incorporated of July 19, 1990 between by Reference Northeast Utilities Service Company and the Company Seabrook Project Managing Incorporated Agent Operating Agreement by Reference dated as of June 29, 1992; and Amendment thereto (10)(o) Vermont Yankee Nuclear Power Incorporated Corporation et al. and the by Reference Company: Capital Funds Agreement dated February 1, 1968, Amendment dated March 12, 1968 and Power Purchase Contract dated February 1, 1968 and Amendments thereto; Additional Power Contract dated as of February 1, 1984; Guarantee Agreement dated as of November 5, 1981 (10)(p) Yankee Atomic Electric Company Incorporated et al. and the Company: by Reference Amended and Restated Power Contract dated April 1, 1985 and Amendments thereto (10)(q) New England Electric Companies' Incorporated Deferred Compensation Plan as by Reference amended dated January 1, 1995 (10)(r) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan as amended dated December 1, 1995 (10)(s) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan as amended dated January 1, 1995 (10)(t) New England Electric Companies' Incorporated Incentive Compensation Plan as by Reference amended dated January 1, 1995; New England Electric Companies' Senior Incentive Compensation Plan as amended dated January 1, 1995 (10)(u) Forms of Life Insurance Program Incorporated and Form of Life Insurance by Reference (Collateral Assignment) (10)(v) New England Electric Companies' Incorporated Incentive Compensation Plan II by Reference as amended dated January 1, 1995 (10)(w) New England Electric Companies' Incorporated Incentive Share Plan as amended by Reference dated January 1, 1994 (10)(x) New England Hydro-Transmission Incorporated Electric Company, Inc. et al. by Reference and the Company: Phase II Massachusetts Transmission Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(y) New England Hydro-Transmission Incorporated Corporation et al. and the by Reference Company: Phase II New Hampshire Transmission Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(z) Vermont Electric Power Company Incorporated et al. and the Company: Phase by Reference II New England Power AC Facilities Support Agreement dated as of June 1, 1985 and Amendments thereto (10)(aa) TransCanada Pipelines Limited Incorporated and the Company: Firm Service by Reference Contract for Firm Transportation Service for natural gas dated as of January 6, 1992 and Amendments thereto Temporary Assignment effective Filed herewith as of October 26, 1995 (10)(bb) Renaissance Energy Ltd. and Incorporated the Company: Temporary Trans- by Reference portation Contract Assignment (capacity swap) for Firm Transportation Service for natural gas dated as of October 27, 1993; Amendment dated as of October 25, 1994 (10)(cc) Algonquin Gas Transmission Incorporated Company and the Company: X-38 by Reference Service Agreement for Firm Transportation of natural gas dated July 3, 1992; Amendment dated July 31, 1992; Amendment dated as of April 15, 1994 (10)(dd) ANR Pipeline Company and the Incorporated Company: Gas Transportation by Reference Agreement dated July 18, 1990 (10)(ee) Columbia Gas Transmission Incorporated Corporation and the Company: by Reference Service Agreement for Service under FTS Rate Schedule dated June 13, 1991 (10)(ff) Iroquois Gas Transmission Incorporated System, L.P. and the Company: by Reference Gas Transportation Contract for Firm Reserved Service dated as of June 5, 1991 (10)(gg) Tennessee Gas Pipeline Company Incorporated and the Company: Firm Natural by Reference Gas Transportation Agreement dated July 9, 1992 (13) 1995 Annual Report to Filed herewith Stockholders (21) Subsidiary list Filed herewith (24) Power of Attorney Filed herewith (27) Financial Data Schedule Filed herewith Mass. Electric -------------- EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- (3)(a) Articles of Organization of the Incorporated Company as amended through by Reference November 15, 1993 (3)(b) By-Laws of the Company as Incorporated amended through September 15, by Reference 1993 (4) First Mortgage Indenture and Incorporated Deed of Trust, dated as of by Reference July 1, 1949, and twenty-one supplements thereto (10)(a) Boston Edison Company et al. Incorporated and Company: Amended REMVEC by Reference Agreement dated August 12, 1977 (10)(b) New England Power Company Incorporated and the Company: Primary by Reference Service for Resale dated February 15, 1974; Amendment of Service Agreement dated July 22, 1983; Amendment of Service Agreement effective November 1, 1993; Memorandum of Understanding effective May 22, 1994 (10)(c) New England Power Pool Incorporated Agreement and Amendments by Reference thereto (10)(d) New England Power Service Incorporated Company and the Company: by Reference Specimen of Service Contract (10)(e) New England Telephone and Incorporated Telegraph Company and the by Reference Company: Specimen of Joint Ownership Agreement for Wood Poles (10)(f) New England Electric Companies' Incorporated Deferred Compensation Plan as by Reference amended dated January 1, 1995 (10)(g) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan as amended dated December 1, 1995 (10)(h) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan as amended dated January 1, 1995 (10)(i) New England Electric Companies' Incorporated Incentive Compensation Plan as by Reference amended dated January 1, 1995 (10)(j) New England Electric Companies' Incorporated Form of Deferred Compensation by Reference Agreement for Directors (10)(k) New England Electric Companies' Incorporated Senior Incentive Compensation by Reference Plan as amended dated January 1, 1995 (10)(l) Forms of Life Insurance Program Incorporated and Form of Life Insurance by Reference (Collateral Assignment) (10)(m) New England Electric Companies' Incorporated Incentive Compensation Plan II by Reference as amended dated January 1, 1995 (10)(n) New England Electric Companies' Incorporated Incentive Share Plan as amended by Reference dated January 1, 1994 (10)(o) New England Power Service Incorporated Company and the Company: by Reference Form of Supplemental Pension Service Credit Agreement (12) Statement re computation of Filed herewith ratios for incorporation by reference into the Mass. Electric registration statement on Form S-3, Commission File No. 33-59145 (13) 1995 Annual Report to Filed herewith Stockholders (24) Power of Attorney Filed herewith (27) Financial Data Schedule Filed herewith Narragansett ------------- EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- (3)(a) Articles of Incorporation as Incorporated amended June 9, 1988 by Reference (3)(b) By-Laws of the Company Incorporated by Reference (4)(a) First Mortgage Indenture and Incorporated Deed of Trust, dated as of by Reference September 1, 1944, and twenty-two supplements thereto (4)(b) The Narragansett Electric Incorporated Company Preference Provisions, by Reference as amended, dated March 23, 1993 (10)(a) Boston Edison Company et al. Incorporated and the Company: Amended REMVEC by Reference Agreement dated August 12, 1977 (10)(b) New England Power Company and Incorporated the Company: Primary Service for by Reference Resale dated February 15, 1974; Amendments of Service Agreement; Memorandum of Understanding effective May 22, 1994 (10)(c) New England Power Pool Agreement Incorporated and Amendments thereto by Reference (10)(d) New England Power Service Incorporated Company and the Company: by Reference Specimen of Service Contract (10)(e) New England Telephone and Incorporated Telegraph Company and the by Reference Company: Specimen of Joint Ownership Agreement for Wood Poles (10)(f) New England Electric Companies' Incorporated Deferred Compensation Plan for by Reference Officers, as amended January 1, 1995 (10)(g) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan, as amended December 1, 1995 (10)(h) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan, as amended dated January 1, 1995 (10)(i) New England Companies' Incentive Incorporated Compensation Plan, as amended by Reference dated January 1, 1995 (10)(j) New England Electric Companies' Incorporated Form of Deferred Compensation by Reference Agreement for Directors (10)(k) New England Electric Companies' Incorporated Senior Incentive Compensation by Reference Plan as amended dated January 1, 1995 (10)(l) Forms of Life Insurance Program Incorporated and Form of Life Insurance by Reference (Collateral Assignment) (10)(m) New England Electric Companies' Incorporated Incentive Compensation Plan II by Reference as amended dated January 1, 1995 (10)(n) New England Electric Companies' Incorporated Incentive Share Plan as amended by Reference dated January 1, 1994 (10)(o) New England Power Service Incorporated Company and the Company: by Reference Form of Supplemental Pension Service Credit Agreement (12) Statement re computation of Filed herewith ratios for incorporation by reference into the Narragansett registration statement on Form S-3, Commission File No. 33-61131 (13) 1995 Annual Report to Filed herewith Stockholders (24) Power of Attorney Filed herewith (27) Financial Data Schedule Filed herewith EX-4 3 NEES EXHIBIT (4)(A) EXHIBIT (4)(a) - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ MASSACHUSETTS ELECTRIC COMPANY (FORMERLY WORCESTER COUNTY ELECTRIC COMPANY) TO STATE STREET BANK AND TRUST COMPANY (FORMERLY SECOND BANK-STATE STREET TRUST COMPANY SUCCESSOR TO THE SECOND NATIONAL BANK OF BOSTON) TRUSTEE --------------- TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of April 1, 1995 --------------- Supplementing FIRST MORTGAGE INDENTURE and DEED OF TRUST To The Second National Bank of Boston, Trustee Dated as of July 1, 1949 --------------- To Secure First Mortgage Bonds --------------- TWENTY-SECOND ISSUE First Mortgage Bonds - Series V - ------------------------------------------------------------------------------ - ----------------------------------------------------------------------------- MASSACHUSETTS ELECTRIC COMPANY TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of April 1, 1995 --------------- TABLE OF CONTENTS (Not part of the Indenture) Page CAPTIONS AND RECITALS. . . . . . . . . . . . . . . . . . . . . .1 Form of Series V Bond [Face]. . . . . . . . . . . . . .3 Form of Trustee's Certificate . . . . . . . . . . . . .5 Form of Series V Bond [Reverse] . . . . . . . . . . . .6 GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . .9 Recital of Consideration. . . . . . . . . . . . . . . .9 Grant . . . . . . . . . . . . . . . . . . . . . . . . .9 Reservations and Exceptions . . . . . . . . . . . . . 10 Habendum. . . . . . . . . . . . . . . . . . . . . . . 10 Trust Declaration . . . . . . . . . . . . . . . . . . 10 ARTICLE 1. Covenants Regarding the Trust Estate. . . . . . . . 11 1.01 Covenant against encumbrances. . . . . . . . . . 11 1.02 Covenant of seisin; warranty . . . . . . . . . . 11 ARTICLE 2. Particular Provisions Concerning the Series V Bonds 11 2.01 Issue of Series V Bonds. . . . . . . . . . . . . 12 2.02 Form of Bond . . . . . . . . . . . . . . . . . . 12 2.03 Dating and Interest Payments . . . . . . . . . . 12 2.04 Limitations on amount. . . . . . . . . . . . . . 14 2.05 Execution. . . . . . . . . . . . . . . . . . . . 14 2.06 Transfer and exchange, etc.. . . . . . . . . . . 15 2.07 Redemption . . . . . . . . . . . . . . . . . . . 15 2.08 Replacement Fund and "net earnings" definition . 16 2.09 Covenant with respect to section 13.03 of Original Indenture. . . . . . . . . . . . . . 17 ARTICLE 3. Amendment to the Indenture. . . . . . . . . . . . . 17 3.01 Section 3.03 of the Original Indenture . . . . . 17 3.02 Section 3.04 of the Original Indenture . . . . . 17 3.03 Section 3.04 of the Original Indenture . . . . . 18 ARTICLE 4. Concerning the Trustee; Defeasance; Miscellaneous Provisions. . . . . . . . . . . 18 4.01 Concerning the Trustee . . . . . . . . . . . . . 18 4.02 Defeasance . . . . . . . . . . . . . . . . . . . 18 4.03 Supplemental to Original Indenture . . . . . . . 19 4.04 No default under Original Indenture; corporate authority . . . . . . . . . . . . . 19 4.05 For benefit of parties and Bondholders only. . . 19 4.06 Approval by Trustee of Bond form . . . . . . . . 19 4.07 Date of Supplemental Indenture . . . . . . . . . 19 4.08 Counterparts . . . . . . . . . . . . . . . . . . 19 4.09 Cover, headings, etc.. . . . . . . . . . . . . . 19 TESTIMONIUM AND EXECUTION. . . . . . . . . . . . . . . . . . . 20 i Page SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . 49 CERTIFICATE OF VOTES . . . . . . . . . . . . . . . . . . . . . 50 RECORDING NOTE . . . . . . . . . . . . . . . . . . . . . . . . 52 ii TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1995, between MASSACHUSETTS ELECTRIC COMPANY (formerly Worcester County Electric Company and hereinafter generally called the Company), a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, having its principal place of business and mailing address at 25 Research Drive, Westborough, Massachusetts, and STATE STREET BANK AND TRUST COMPANY (formerly Second Bank-State Street Trust Company, successor to The Second National Bank of Boston, and hereinafter generally called the Trustee), a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, having its principal place of business and address at 225 Franklin Street, Boston, Massachusetts, and duly authorized to execute the trusts hereof. WHEREAS the Company has heretofore executed and delivered to State Street Bank and Trust Company, and its predecessors, as Trustee, its First Mortgage Indenture and Deed of Trust, dated as of July 1, 1949, and recorded, among other places, with Worcester District Deeds, of Worcester County, Massachusetts, Book 3201, Page 1 and Worcester Registry District of the Land Court as Document #12516 (hereinafter singly generally called the Original Indenture, and with this and all other indentures supplemental thereto collectively called the Indenture), whereby the Company has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged, and conveyed to the Trustee all and singular the property therein described, whether then owned or thereafter acquired, to secure its First Mortgage Bonds (hereinafter generally called the Bonds) of an unlimited (except as therein provided) permitted aggregate principal amount, to be issued in one or more series as provided in the Original Indenture; and WHEREAS the Original Indenture has heretofore been supplemented and amended by twenty Supplemental Indentures, viz.: Supplemental Indenture Dated as of ---------------------- ----------- First Supplemental Indenture March 1, 1951 Second Supplemental Indenture May 1, 1952 Third Supplemental Indenture October 1, 1955 Fourth Supplemental Indenture December 1, 1959 Fifth Supplemental Indenture July 1, 1961 Sixth Supplemental Indenture September 1, 1962 Seventh Supplemental Indenture December 1, 1963 Eighth Supplemental Indenture March 1, 1966 Ninth Supplemental Indenture April 1, 1968 Tenth Supplemental Indenture May 1, 1969 Eleventh Supplemental Indenture October 1, 1970 Twelfth Supplemental Indenture October 1, 1972 Thirteenth Supplemental Indenture October 1, 1975 Fourteenth Supplemental Indenture October 1, 1982 Fifteenth Supplemental Indenture June 1, 1986 Sixteenth Supplemental Indenture December 1, 1988 Seventeenth Supplemental Indenture July 1, 1989 Eighteenth Supplemental Indenture March 1, 1992 Nineteenth Supplemental Indenture January 1, 1993 Twentieth Supplemental Indenture September 1, 1993 (hereinafter referred to as the Prior Supplemental Indentures) whereby the Company has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged, and conveyed to the Trustee all and singular the property therein specified, whether owned at the time of the execution or thereafter acquired by the Company, to secure its Bonds issued or to be issued in one or more series as provided in the Original Indenture; and WHEREAS the Company has heretofore issued under the Indenture and had outstanding as of April 1, 1995, the following aggregate principal amount of First Mortgage Bonds: Series Percent Due Amount ------ ------- --- ------ R various various $40,000,000 S various various $100,000,000 T various various $100,000,000 U various various $100,000,000 (hereinafter referred to as the Outstanding Bonds); and WHEREAS the Company proposes to issue under the Indenture an additional series of Bonds, to be designated First Mortgage Bonds, Series V (hereinafter generally called Series V Bonds or Bonds of Series V); and WHEREAS sections 4.07 and 4.17 of the Original Indenture provide that the Company will from time to time give further assurances to the Trustee, and will from time to time subject to the lien of the Indenture all after-acquired property included or intended to be included in the trust estate, and section 12.01 of the Original Indenture provides that the Company and the Trustee may from time to time enter into indentures supplemental to the Original Indenture for certain purposes as therein specifically set forth, among other things to provide for the issue of Bonds of a series other than Series A and the forms and provisions of such other series pursuant to the provisions of section 2.02 of the Original Indenture; and to add to the covenants and agreements of the Company such further covenants and agreements as the board of directors of the Company shall consider to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the trust estate; and WHEREAS section 3.04 of the Original Indenture makes provision for the application by the Company, upon compliance with the applicable provisions of the Indenture, for the certification and delivery of additional Bonds against the retirement of Bonds bearing a higher interest rate, which have not been bona fide sold, pledged or otherwise negotiated by the Company, and whereas the parties hereto desire to amend the Indenture in order to add provisions, not inconsistent with the security and protection intended for the protection of the Bondholders, to clarify such provisions and to better provide for the certification and delivery of additional Bonds based upon the retirement of Unissued Bonds; and WHEREAS the Company has determined to execute and the Trustee, at the request of the Company, has further determined to join in this Supplemental Indenture to make certain changes in the Indenture which shall not relieve the Company or the Trustee of any obligation which it would otherwise have to any holder, or in any manner impair the rights and remedies of any holder, of any of the Outstanding Bonds; and WHEREAS the Company desires to issue from time to time an unlimited aggregate principal amount of Series V Bonds; and currently, the Company has approval, to the extent required by law, from the Massachusetts Department of Public Utilities to issue from time to time $100,000,000 aggregate principal amount of Series V Bonds and execute and deliver this Twenty-first Supplemental Indenture; and all things necessary to make such issues of Series V Bonds, in aggregate principal amount not in excess of $100,000,000, when executed by the Company and certified by the Trustee and delivered as herein and in the Original Indenture provided, the legal, valid, and binding obligations of the Company according to their tenor, and to make this Twenty- first Supplemental Indenture a legal, valid, and binding instrument supplemental to the Original Indenture, have in all respects been duly authorized; and WHEREAS the Series V Bonds and the Trustee's certificate and the form of endorsement thereon are to be in substantially the following form: [Form of Series V Bond] [Face] [IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payments are made to Cede & Co., any TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] NUMBER REGISTERED $ CUSIP MASSACHUSETTS ELECTRIC COMPANY First Mortgage Bond, Series V %, Due Original Issue Date: MASSACHUSETTS ELECTRIC COMPANY, a Massachusetts corporation (hereinafter, with its successors and assigns as defined in the Indenture mentioned below, generally called the Company), for value received, hereby promises to pay to or registered assigns, on , (or earlier as hereinafter referred to) the principal sum of DOLLARS ($ ) in lawful money of the United States of America, at the corporate trust office in Boston, Massachusetts, of State Street Bank and Trust Company (hereinafter with its successors generally called the Trustee) or at the corporate trust office of its successor in the trusts created by the Indenture mentioned below, and in such other places, if any, as may be authorized for the purpose, and to pay interest thereon, in like lawful money, from the original issue date specified above, if the date hereof is prior to ____________, ____, or, if thereafter, from the first day of May or November, as the case may be, next preceding the date hereof to which interest has been paid or duly provided for (or from the date hereof if such date be either of said days and interest has been paid or duly provided for to such date), at the rate per annum specified below the title of this Bond, at said office of the Trustee, semiannually, on May 1 and November 1 of each year until payment of the principal hereof. Interest so payable, and punctually paid or duly provided for, on the first day of May or November will be paid to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in said Indenture) is registered at the close of business on April 15 or October 15 (whether or not a business day) next preceding such first day of May or November. However, any such interest installment that is not punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such April 15 or October 15, as the case may be, and may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Bondholders not less than fifteen days prior to such special record date, or may be paid, at any time and without prior notice to Bondholders, to the person in whose name this Bond is registered at the close of business on the day next preceding the date of such payment, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series V Bonds may at the time be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable at maturity or upon earlier redemption will be payable to the person to whom the principal will be payable. At the option of the Company, interest may be paid by check payable to the order of and mailed to the address of the person entitled thereto as the name and address of such person shall appear on registration books maintained pursuant to said Indenture. Interest (including payments for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Interest will not accrue on the 31st day of any month. The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, Massachusetts Electric Company has caused this Bond to be executed, either manually or by facsimile, under its corporate seal by its officers thereunto duly authorized. Dated: MASSACHUSETTS ELECTRIC COMPANY By And By President Treasurer TRUSTEE'S CERTIFICATE This is one of the First Mortgage Bonds - Series V referred to in the within mentioned Indenture. STATE STREET BANK AND TRUST COMPANY, As Trustee, By Authorized Signature [Form of Series V Bond] [Reverse] MASSACHUSETTS ELECTRIC COMPANY First Mortgage Bond, Series V %, Due Original Issue Date: This Bond is one of a duly authorized issue of First Mortgage Bonds of the Company, issued or to be issued in one or more series, the V series, of which this Bond is one, being designated First Mortgage Bonds, Series V, and all of said Bonds of all series and forms being issued or to be issued under and secured by a certain First Mortgage Indenture and Deed of Trust (herein, with all indentures stated to be supplemental thereto to which the Trustee shall be a party, including a Twenty-first Supplemental Indenture dated as of April 1, 1995, generally called the Indenture), to which Indenture, an executed counterpart of which is on file with the Trustee, reference is hereby made for a description of the property mortgaged and pledged to the Trustee as security for said Bonds, and for a statement of the nature and extent of the security, the terms and conditions upon which said Bonds are or are to be issued and secured, the rights and remedies under the Indenture of the holders of all of said Bonds, and the rights and obligations under the Indenture of the Company and of the Trustee; but neither the foregoing reference to the Indenture, nor any provision of this Bond or of the Indenture, shall affect or impair the obligation of the Company, which is absolute, unconditional, and unalterable, to pay, at the stated or accelerated maturities herein provided, the principal of and premium, if any, and interest on this Bond as herein provided. In certain events, on the conditions, in the manner, to the extent, and with the effect set forth in the Indenture, (1) the principal of this Bond may be declared and/or may become due and payable before the stated maturity hereof, together with the interest accrued hereon; (2) the Company and the Trustee may make modifications or alterations of the provisions of the Indenture and of this Bond with the consent of the holders of the percent of the principal amount of the Bonds at the time outstanding provided in the Indenture; provided, however, that no such alteration or modification shall (a) impair the obligation of the Company in respect of the principal of or premium or interest on any Bond, or extend the maturity or reduce the rate or extend the time of payment of interest thereon, or modify the terms of payment of such principal or interest without the consent of the holder thereof, (b) permit the creation of any lien prior to or on a parity with the lien of the Indenture except as expressly authorized by the Indenture, or (c) reduce the percentage of the principal amount of Bonds with the consent of the holders of which modifications or alterations may be made as aforesaid; (3) the holders of the percent of the principal amount of the Bonds at the time outstanding provided in the Indenture, may waive any existing default under the Indenture and the consequences of any such default, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds, and except a default arising from the creation of any lien prior to or on a parity with the lien of the Indenture; [IF APPLICABLE, INSERT - and] (4) upon payment of charges and compliance with other conditions as provided in the Indenture, the Series V Bonds [IF APPLICABLE, INSERT - not drawn for redemption] are interchangeable, at the principal office of the Trustee and at such other offices or agencies of the Trustee or of the Company as may be designated for the purpose, for like aggregate principal amounts of Bonds of the same series and original issue date with identical terms and provisions, in denominations of $1,000 or any integral multiples thereof (provided, however, the Company shall not be required to make transfers or exchanges during the 15 days preceding any interest payment date [IF APPLICABLE, INSERT - and during any reasonable period which may be necessary in connection with the selection by lot of Bonds to be redeemed]); and, except as aforesaid, this Bond [IF APPLICABLE, INSERT - , if not drawn for redemption,] is transferable on books to be kept by the Company at said office of the Trustee and at such other offices or agencies, upon surrender and cancellation hereof at any such office or agency, duly endorsed or accompanied by a duly executed instrument of transfer, and thereupon a new Bond or Bonds of the same series and original issue date with identical terms and provisions, for a like aggregate principal amount will be issued to the transferee or transferees in exchange for this Bond [IF APPLICABLE INSERT -; and (5) this Bond singly or together with all or less than all other Bonds of the same series, original issue date, and identical terms and provisions, or, if this Bond is for a principal amount exceeding $1,000, any part of the principal amount hereof constituting $1,000 or any integral multiple thereof, may be called for redemption at any time prior to maturity, whether or not on an interest payment date, upon prior notice given by a mailing thereof to the respective registered owners of such Bonds not less than thirty days prior to the redemption date [IF APPLICABLE, INSERT - (a) if at the option of the Company or through the application of moneys deposited with the Trustee as the basis for the issuance of Bonds, at the respective general redemption prices, stated as percentages of the called principal amount, set forth in Column A below [IF APPLICABLE, INSERT - provided, however, that neither this Bond nor any portion hereof shall be so redeemed prior to , , if such redemption is for the purpose or in anticipation of refunding such Bond, or any portion hereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than % per annum,] and (b) if] through the application of replacement fund, release, insurance, eminent domain, or other moneys held by the Trustee, at the respective special redemption prices, stated as percentages of the called principal amount, set forth [IF APPLICABLE, INSERT - in Column B] below: IF REDEEMED AT ANY TIME IN THE RESPECTIVE [COLUMN A [COLUMN B] TWELVE MONTHS' PERIOD BEGINNING GENERAL SPECIAL IN EACH OF THE REDEMPTION REDEMPTION FOLLOWING YEARS PRICES] PRICES ---------------- ---------- ------------ [Table to be completed as provided in the certificate as to form.] together in each case with accrued and unpaid interest to the date fixed for redemption [IF APPLICABLE, INSERT -, provided, however, that neither this Bond nor any portion hereof shall be so redeemed prior to , ]. If this Bond is called in whole or in part, and if provision has been duly made for notice of such call and for payment as required in the Indenture, thereafter this Bond, or such called part of the principal amount hereof, shall cease to be secured by the lien of the Indenture, no interest shall accrue on this Bond or such called part hereof on and after the date fixed for redemption, and the Company after said date fixed for redemption shall be under no further liability in respect of the principal of or premium, if any, or interest on this Bond or such called part hereof (except as expressly provided in the Indenture); and if less than the whole principal amount hereof shall be so called, the registered owner hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner, on surrender of this Bond duly endorsed or accompanied by a duly executed instrument of transfer, one or more Series V Bonds of the same series and original issue date with identical terms and provisions, for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid]. Payment of the principal of and/or premium, if any, on this Bond to the registered owner (or his registered assigns) hereof and payment of the interest on this Bond as hereinabove provided shall be a discharge of the Company, the Trustee, and any paying agent in respect of such principal, premium, and/or interest, as the case may be. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this Bond against any incorporator, stockholder, director, officer, employee, or agent, past, present, or future, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, under any rule of law, statute, or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, stockholders, directors, officers, employees, and agents being waived and released. [End of Form of Bond] NOW, THEREFORE, this Twenty-first Supplemental Indenture witnesseth that, pursuant to and in execution of the powers, authorities, and obligations conferred, imposed, and reserved in the Original Indenture, and every other power, authority, and obligation thereto appertaining and/or enabling, and in consideration of the premises, of the sum of $10 duly paid to the Company by the Trustee, and of other good and valuable considerations, receipt whereof upon the delivery of this Twenty-first Supplemental Indenture the Company hereby acknowledges, and for the purpose of confirming the Original Indenture as heretofore supplemented, and as an indenture hereby expressly stated to be supplemental to the Original Indenture, and in order to secure the equal pro rata payment (except as in the Indenture otherwise provided) of both the principal of and the interest on all of the Bonds at any time certified, issued, and outstanding under the Indenture according to their tenor and the provisions of the Indenture, and to secure the faithful performance and observance of all the covenants, obligations, conditions, and provisions contained in the Bonds and in the Indenture, and in order to provide for the forms, provisions, and issue of the Series V Bonds; THE COMPANY HEREBY gives, grants, bargains, sells, warrants, pledges, assigns, transfers, mortgages, and conveys unto the Trustee, and its successors in the trusts of the Indenture, and its and their assigns, all and singular the property and rights and interests in property included in the trust estate and given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged, and conveyed, by the Original Indenture and the Prior Supplemental Indentures, or intended or required so to be, whether then or now owned or thereafter or hereafter acquired, except such properties or rights or interests in property as may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the Original Indenture as heretofore supplemented and amended, including, without limiting the generality of the foregoing, the property and rights and interests in property specifically described in Schedule A hereto; SUBJECT, HOWEVER, in so far as affected thereby, to any mortgages or other encumbrances or liens constituting permitted liens as defined in the Original Indenture, the Prior Supplemental Indentures, or herein, to the liens, encumbrances, reservations, restrictions, limitations, covenants, interests, and exceptions, if any, set forth or referred to in the descriptions of such property contained in Schedules A thereto and hereto, none of which substantially interferes with the free use and enjoyment by the Company of the property and rights and interests in property hereinbefore described for the general purposes and uses of the Company's electric business; AND SUBJECT FURTHER, as to all property of any character acquired after the respective dates of the Original Indenture, the Prior Supplemental Indentures, and this Twenty-first Supplemental Indenture, in so far as affected thereby, to any mortgages, encumbrances, or liens on such after-acquired property existing at the time of such acquisition or contemporaneously created, conforming to the provisions of section 4.16 of the Original Indenture; BUT SPECIFICALLY RESERVING AND EXCEPTING from the foregoing grant, pledge, assignment, transfer, mortgage, and conveyance, all property and rights and interests in property of the character specifically reserved and excepted from the grant, pledge, assignment, transfer, mortgage, and conveyance of the Original Indenture; TO HAVE AND TO HOLD the trust estate, with all of the privileges and appurtenances thereunto belonging, unto the Trustee, its successors in the trusts hereof, and its and their assigns, to its and their own use, forever; BUT IN TRUST NEVERTHELESS for the equal pro rata benefit, security and protection (except as provided in sections 2.09 and 2.10 of the Original Indenture, and except in so far as a sinking, improvement, or analogous fund or funds, established in accordance with the provisions of the Original Indenture, may afford particular security for Bonds of one or more series, and except for independent security as provided in section 2.02 of the Original Indenture) of the bearers and the registered owners of the Bonds from time to time certified, issued, and outstanding under the Indenture, and the bearers of the coupons appertaining thereto, without (except as aforesaid) any preference, priority, or distinction whatever of any one Bond over any other Bond by reason of priority in the issue, sale, or negotiation thereof, or otherwise; PROVIDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the times and in the manner therein and in the Indenture provided, and shall keep, perform, and observe all and singular the covenants, agreements and provisions in the Bonds and in the Indenture expressed to be kept, performed, and observed by or on the part of the Company, then the Indenture and the estate and rights thereby and hereby granted shall, pursuant to the provisions of Article 15 of the Original Indenture, cease, determine, and be void, but otherwise shall be and remain in full force and effect. AND IT IS HEREBY COVENANTED, DECLARED, AND AGREED, upon the trusts and for the purposes aforesaid, as set forth in the following covenants, agreements, conditions, and provisions, viz.: ARTICLE 1. COVENANTS REGARDING THE TRUST ESTATE 1.01. The Company covenants that the property specifically described in the granting clauses hereof, including Schedule A hereto, and now owned by the Company, is wholly free from and unencumbered by any defect, mortgage, pledge, charge, or other encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, except only taxes for the current year not yet due, and those liens, encumbrances, and defects, if any, referred to in said granting clauses; and the Company will duly and punctually remove, perform, pay, and discharge or, if it contests, will stay (and indemnify the Trustee from time to time to the satisfaction of the Trustee against) the enforcement of all obligations and claims arising or to arise out of or in connection with each and all thereof. The Company will not create or suffer any other mortgage, pledge, charge, or material encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, upon the property included in the trust estate, or any part thereof, now owned or hereafter acquired, except only such as are permitted by the provisions of section 4.16 of the Original Indenture. 1.02. The Company covenants that it is lawfully seised in fee simple of the real estate, and owns outright and is lawfully possessed in its own right, absolutely, and unconditionally, of the other property and rights constituting the trust estate, described in the granting clauses hereof, including Schedule A hereto, and now owned by the Company, and has good title to, and full power and authority to give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage, and convey the property, rights, and interests hereby presently given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged, and conveyed or purported or intended so to be, all subject only to taxes for the current year not yet due, and to those liens, encumbrances, and defects, if any, referred to in said granting clauses; and the Company will warrant and defend the title to the property from time to time included in the trust estate, and every part thereof, to the Trustee, against all claims and demands whatsoever of any person and all persons claiming or to claim the same or any interest therein, subject only as aforesaid, to permitted liens, and to mortgages, encumbrances, and liens on after-acquired property of the character permitted by section 4.16 of the Original Indenture. ARTICLE 2. PARTICULAR PROVISIONS CONCERNING THE SERIES V BONDS In addition to the provisions of the Indenture applicable by their terms, the following provisions relating to the form and provisions of the Series V Bonds are established as follows: 2.01. The Series V Bonds shall be issued from time to time upon delivery to the Trustee of a certificate as to form signed by the president or the treasurer of the Company setting forth the matters described below. Each issue of the Series V Bonds shall be designated in such manner as to distinguish it from all other issues. Bonds of each such issue shall be identical in tenor and effect. The certificates as to form shall designate, within such limits as may be from time to time established by a directors' resolution, the designation and amount of the issue, the date of maturity (which date shall be not less than nine months nor more than thirty years from the original issue date of such issue of Bonds), the interest rate, the provisions for call and redemption, if any, including any premium or premiums payable thereon. 2.02. The Series V Bonds shall consist of fully registered Bonds without coupons in denominations of $1,000 or any integral multiple thereof authorized by a certificate as to form, with distinguishing letters and/or numbers as may be determined by a certificate as to form, and all as approved by the Trustee. The permanent Series V Bonds and Trustee's certificate shall be substantially in the forms hereinbefore recited, with appropriate insertions, omissions, and variations approved by the Trustee for the different issues and denominations. The permanent Series V Bonds shall be lithographed on steel engraved tints (or, (i) if so authorized by the certificate as to form, engraved either fully or partially in such manner as to meet the listing requirements of any securities exchange on which such Series V Bonds may at the time be listed or (ii) if so authorized by the certificate as to form, printed, photocopied, or otherwise reproduced in such manner as to meet the requirements of a depository with which the Series V Bonds may be placed). The certificate as to form may also provide that ownership of all of such Series V Bonds shall be evidenced by one or more certificates placed with a depository. If, after the initial issuance of an issue of the Series V Bonds which had been placed with a depository, the depository is no longer willing or able to hold such issue of the Series V Bonds, the Company may determine that ownership of such Series V Bonds shall be evidenced in the usual certificated form and shall advise the Trustee of its determination. In such event, the Company shall take actions necessary to withdraw such Series V Bonds from the depository and shall prepare and execute and cause to be authenticated and delivered replacement Series V Bonds, in certificate form, to the beneficial owners thereof. No provision of the certificate as to form with respect to matters referred to in this paragraph shall be made applicable to the holder of a Bond or Bonds of Series V the original issue date of which is prior to the date of the certificate as to form, except at the option of such holder. 2.03. Notwithstanding the provisions of the third paragraph of section 2.01 of the Original Indenture, each Series V Bond shall be dated and bear interest as set forth in this section 2.03. Each Series V Bond shall be dated the date of its certification and delivery. Interest will be payable from the interest payment date next preceding the date thereof to which interest has been paid or duly provided for, (i) unless the date thereof is an interest payment date to which interest has been paid or duly provided for, in which case the interest shall be payable from such date, or (ii) unless the date thereof is prior to the first interest payment date for that issue, in which case the interest shall be payable from the original issue date of such issue of Series V Bonds. Interest (including payments for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Interest will not accrue on the 31st day of any month. Except as hereinafter provided, the interest installment on any Series V Bond which is payable, and is punctually paid or duly provided for, on any first day of May or November shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the relevant regular record date, namely, April 15 or October 15 (whether or not a business day) next preceding. All Series V Bonds with an original issue date which is after the record date for a particular interest payment date shall bear interest from such original issue date, but payment of interest shall commence on the second interest payment date succeeding said original issue date. Any interest installment on any Series V Bond which is payable, but is not punctually paid or duly provided for (in whole or in part), on any first day of May or November (herein called Defaulted Interest) shall forthwith cease to be payable to the registered owner on the relevant regular record date, and such Defaulted Interest may be paid by the Company, at its election in each case, in either of the ways provided in clause (i) or clause (ii) below: (i) The Company may elect to make payment of any Defaulted Interest to the persons in whose names the Series V Bonds (or their respective Predecessor Bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series V Bond and the date of the proposed payment which shall be not less than forty-five days after the receipt by the Trustee of such notice of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest, or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen days nor less than five days prior to the date of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, first-class postage prepaid, to each owner of Series V Bonds, at the owner's address on the transfer registry, not less than fifteen days prior to such special record date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day, of general circulation in each city or place where interest is payable, but such publication shall not be a condition precedent to the establishment of such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Series V Bonds (or their respective Predecessor Bonds) are registered on such special record date and shall no longer be payable pursuant to the following clause (ii). (ii) The Company may elect to make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which Series V Bonds may at the time be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. Interest payable at maturity or upon earlier redemption will be payable to the person to whom the principal will be payable in accordance with the provisions of the Indenture. As used herein "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond; and, for the purposes of this definition, any Bond certified and delivered in lieu of a destroyed or lost Bond shall be deemed to evidence the same debt as the destroyed or lost Bond. Subject to the foregoing provisions of this section 2.03, each Series V Bond upon transfer of or exchange for or in lieu of any other Series V Bond of the same original issue date and identical terms and provisions shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series V Bond. Payment of the principal of and/or premium, if any, on any Series V Bond to the registered owner (or the owner's registered assigns) thereof and payment of the interest on any such Bond as therein and in this section 2.03 provided shall be a discharge of the Company, the Trustee, and any paying agent in respect of such principal, premium and/or interest, as the case may be. 2.04. The permitted aggregate principal amount of Series V Bonds which may be executed by the Company and certified by the Trustee shall not be limited except as otherwise provided in Article 3 of and elsewhere in the Original Indenture, and except that the aggregate principal amount of Bonds certified, delivered and outstanding at any time shall never in any event exceed the amount at that time permitted by law. 2.05. All of the Series V Bonds shall be executed, in the name and on behalf of the Company and under its corporate seal impressed or imprinted thereon, by its president or one of its vice-presidents, and by its treasurer or one of its assistant treasurers, and shall be expressed to take effect as sealed instruments. The signature of any or all of these officers on the Series V Bonds may be either manual or facsimile. In case any officer of the Company who shall have signed or sealed any of the Series V Bonds shall not have been such officer on the date borne by the Bonds, or shall cease to be such officer before the Bonds so signed or sealed shall have been actually certified and/or delivered, such Bonds, nevertheless, by presentation to the Trustee for certification, or by delivery, shall be adopted by the Company and may be certified and delivered as herein provided, and thereupon shall be issued hereunder and shall be as binding upon the Company as though the person who signed or sealed such Bonds had been such officer of the Company on the date borne by the Bonds and on the date of certification and delivery. 2.06. The Series V Bonds shall be transferable and exchangeable for other fully registered bonds of the same series, original issue date and identical terms and provisions, and may be presented for payment, and notices, requests, and demands in respect of the Series V Bonds may be served or made, in the manner and upon the conditions, including the payment of applicable charges, set forth in the form of Series V Bonds hereinbefore recited and in section 2.06 of and elsewhere in the Original Indenture; provided, however, that the owner of any Series V Bond shall be entitled to transfer or exchange such Bond without charge (except for any stamp tax or other governmental charge incident thereto); and provided, further, that the Company shall not be required (i) to issue, transfer or exchange any Series V Bond during the fifteen days next preceding any interest payment date and during any reasonable period which may be necessary in connection with the selection by lot of Bonds to be redeemed, or (ii) to transfer or exchange any Series V Bond so selected for redemption in whole or in part. 2.07. The certificate as to form shall provide, as to an issue of Series V Bonds, whether such Bonds may be called, as a whole or in part, and whether any part of the principal amount thereof, may be called, at the option of the Company or pursuant to any applicable provision of the Original Indenture or this Twenty- first Supplemental Indenture, for redemption at any time prior to maturity, whether or not on an interest payment date, in each case upon not less than 30 days' prior notice given as hereinafter provided, at the applicable redemption price, together in each case with accrued and unpaid interest to the redemption date. The certificate as to form may provide, as to any issue of Series V Bonds, that none of such Bonds shall be so called for a period of years, as set forth in the certificate. The applicable redemption price shall be as set forth in the certificate as to form. The certificate as to form may provide, as to any issue of Series V Bonds, that none of such Bonds shall be redeemed prior to a stated date at general redemption prices if such redemption is for the purpose or in anticipation of refunding such Bonds, or any part thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than the effective interest cost to the Company of such Bonds. Notice of such redemption shall be given, money for such redemption shall be deposited with and held and applied by the Trustee, and such redemption shall be carried out in the manner and with the effect specified in sections 5.02, 5.03, and 5.04 of the Original Indenture, subject to the provisions of this paragraph. "Published Notice" with respect to any redemption of Series V Bonds need not be given but a similar notice shall be mailed, first-class postage prepaid, at least thirty days prior to any redemption date of Series V Bonds, to each owner of the Bonds to be redeemed, at such owner's address on the transfer registry. As a convenience, but not as a condition precedent to a redemption, the Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice of redemption to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day and of general circulation in each city or place where the principal of the Bonds is payable. In case the Company shall have elected to redeem less than all the outstanding Series V Bonds, it shall, in each such instance, at least fifteen days before the date upon which mailing of the notice of redemption herein mentioned is required to be made, notify the Trustee in writing of such election and of the aggregate principal amount of Bonds to be redeemed and the original issue date or dates of the Series V Bonds from which redemption is to be made, and the Trustee shall thereupon select the Bonds to be redeemed from the outstanding Series V Bonds of the appropriate issue or issues not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection or redemption of portions of the principal of Bonds of denominations greater than $1,000 the portions of the principal of the Bonds so selected for partial redemption to equal $1,000 or an integral multiple thereof (provided, however, no remaining part of such bond shall be less than $1,000), and within ten days after receiving the aforesaid notice shall notify the Company in writing of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. In case the Company shall have elected to redeem less than all of an issue of the outstanding Series V Bonds, the notice of redemption shall state, among other things, the identification (by numbers, groups of numbers ending in the same digit, or series of digits, or otherwise) and, in the case of partial redemption of Bonds of denominations greater than $1,000, the respective principal amounts of the Bonds to be redeemed. Installments of interest on any Series V Bonds maturing on or prior to the redemption date of such Bond shall continue to be payable as provided in section 2.03 of this Twenty-first Supplemental Indenture. 2.08. The provisions of section 5.06 of the Original Indenture (as amended by section 3.01 of the Second Supplemental Indenture and sections 2.07 of the Fourth and Sixth Supplemental Indentures) shall be operative so long as any Series V Bonds are outstanding; and the provisions of sections 2.07 and 2.08 of the Fourth Supplemental Indenture, which by said sections are expressed to be operative so long as any Series E Bonds are outstanding, shall be operative so long as any Series V Bonds are outstanding, but subject to the provision of section 2.07 of the Sixth Supplemental Indenture. 2.09. The Company covenants that so long as any Series V Bonds are outstanding it will not request a successor corporation to deliver Bonds to the Trustee in the manner and with the effect set forth in paragraphs (2), (3), and (4) of section 13.03 of the Original Indenture. ARTICLE 3. AMENDMENT TO THE INDENTURE 3.01 There is hereby added to Article 3 section 3.02 of the Original Indenture two new paragraphs at the conclusion of section 3.02 reading as follows: "The Company may, from time to time, and upon furnishing the Trustee with the documents set forth in this section and in section 3.03, direct the Trustee to acknowledge on its books the right of the Company to request the certification and delivery of Bonds pursuant to section 3.04 up to the amount set forth in such direction. Such rights are hereinafter called "Unissued Bonds." Any additional property used as the basis for the acknowledgment of the Unissued Bonds shall be deemed funded for the purposes of any certificate required under any section of this Indenture, and such Unissued Bonds shall be deemed to be Bonds outstanding hereunder for the purposes of this section, section 3.03 and section 3.04 (including in any application or certificate required hereby or thereby) in the principal amounts and having the interest rates and maturity dates as set forth in the written application therefor but shall not have any voting rights or be deemed to be Bonds outstanding hereunder for any other purpose. The Trustee, upon being furnished by the Company with an officers' certificate surrendering the rights evidenced by any Unissued Bonds, shall acknowledge upon its books the cancellation of said Unissued Bonds. Any canceled Unissued Bonds not used theretofore against the issuance of Bonds pursuant to section 3.04 shall thereafter be treated as though they had never been outstanding. The authorizing directors' resolutions and forms required by paragraph (a) of this section 3.02 and the authorizations and forms in the documents required by paragraphs (b), (e), and (f) of this section as applicable to Unissued Bonds shall be considered subsumed in the authorizations and forms for the Bonds to be ultimately issued pursuant to section 3.04. The opinion required pursuant to paragraph (d) of this section shall be appropriately modified to reflect the use of the Unissued Bonds as herein provided." 3.02 Section 3.04 of Article 3 of the Original Indenture is hereby amended by adding in the 1st line after "and delivered" the following: "and Unissued Bonds may be acknowledged by the Trustee." 3.03 There is added to Article 3 section 3.04 of the Original Indenture two new paragraphs at the conclusion of section 3.04 reading as follows: "References herein to the certification and delivery of Bonds to the aggregate amount of Bonds which shall have been retired and which are unfunded shall be considered to include the aggregate amount of Unissued Bonds which the Trustee has acknowledged pursuant to section 3.02 and section 3.03 and which are unfunded and not otherwise cancelled. Such Unissued Bonds shall be deemed to be funded to the extent that they have been used as the basis for the certification and delivery of Bonds pursuant to this section. Any application of the Company for the authentication and delivery of Bonds pursuant to this section against "Unissued Bonds" created in accordance with section 3.02 shall be accompanied by an officers' certificate stating that retirements since July 1, 1949, were not greater than the amount payable as an improvement fund since July 1, 1949, and, unless there has been filed a net earnings certificate including the interest charges on the Unissued Bonds within the calendar year preceding the date of the application, shall be accompanied by a net earnings certificate satisfying the requirement of paragraph (d) of section 3.03 as far as applicable." ARTICLE 4. CONCERNING THE TRUSTEE; DEFEASANCE; MISCELLANEOUS PROVISIONS 4.01. The Trustee accepts the trusts under this Twenty-first Supplemental Indenture, and shall be entitled to, may exercise and shall be protected by all the rights, powers, privileges, immunities, and exemptions provided in the Original Indenture, and the provisions concerning the same are adopted and made applicable to this Twenty-first Supplemental Indenture as fully as if set forth herein at length. The recitals of fact contained herein and in the Series V Bonds (except the Trustee's certificate upon said Bonds) shall be taken as the statements of the Company and the Trustee assumes no responsibility for the same. The Trustee makes no representations as to the value of the trust estate or any part thereof, or as to the title of the Company thereto, or as to the validity or adequacy of the security afforded thereby or by the Indenture, or as to the validity of this Twenty-first Supplemental Indenture or of the Series V Bonds. The Trustee shall not be taken impliedly to waive hereby any right it would otherwise have. 4.02. This Twenty-first Supplemental Indenture shall become void when the Original Indenture shall become void. 4.03. This Twenty-first Supplemental Indenture is hereby expressly stated to be supplemental to the Original Indenture and, as provided in the Original Indenture, shall form a part thereof and shall be so construed. Except as herein expressly otherwise defined, the use of terms and expressions herein is in accordance with the definitions, uses and expressions contained in the Original Indenture. 4.04. The Company warrants that at the date of execution and delivery hereof the Company is not in default in any respect under any of the provisions of the Original Indenture as heretofore supplemented or of the Outstanding Bonds, and covenants that it will perform and fulfill all the terms, covenants, and conditions of the Indenture to be performed and fulfilled by the Company. The Company is duly organized and existing under the laws of The Commonwealth of Massachusetts and is duly authorized under all applicable provisions of law to create and issue the Series V Bonds and to execute this Twenty-first Supplemental Indenture. All corporate action on its part for the creation and issue of the Series V Bonds and for the execution and delivery of this Twenty-first Supplemental Indenture has been duly and effectively taken. The Series V Bonds in the hands of the holders thereof, and this Twenty-first Supplemental Indenture, are and will be, respectively, the legal, valid, and binding obligations of the Company. 4.05. All the covenants and provisions of this Twenty-first Supplemental Indenture and of the Series V Bonds are for the sole and exclusive benefit of the parties hereto and the holders of the Bonds, and no others shall have any legal, equitable, or other right, remedy, or claim under or by reason of this Twenty-first Supplemental Indenture or of the Series V Bonds. 4.06. The Trustee hereby approves the form of the permanent Series V Bonds and the form of Trustee's certificate pertaining thereto, all as hereinbefore recited, and the form of this Twenty-first Supplemental Indenture. 4.07. This Twenty-first Supplemental Indenture is stated to be dated as of April 1, 1995. This is intended as and for a date for reference and for identification, the actual time of the execution hereof being the date set forth in the testimonium clause hereof. 4.08. This Twenty-first Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original; and such counterparts shall constitute but one and the same instrument, which shall for all purposes be sufficiently evidenced by any such original counterpart. 4.09. The cover of this Twenty-first Supplemental Indenture and all article and description headings, and the table of contents and marginal headings and notes, if any, are inserted for convenience only, and shall not affect any construction or interpretation hereof. IN WITNESS WHEREOF, Massachusetts Electric Company has caused this Twenty-first Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, and State Street Bank and Trust Company has caused this Twenty-first Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, all as of the day and year first above written, but actually executed on the 9th day of May, 1995. MASSACHUSETTS ELECTRIC COMPANY, [Corporate Seal] By: M. E. Jesanis M. E. Jesanis Treasurer ATTEST: Robert King Wulff Robert King Wulff Clerk STATE STREET BANK AND TRUST COMPANY, As Trustee, By: Daniel Golden Daniel Golden Assistant Vice President {Corporate Seal] ATTEST: Andrew M. Sinasky Andrew M. Sinasky Assistant Secretary SCHEDULE A All and the same rights in lands in Lenox and Stockbridge, Berkshire County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments:
Recorded with Berkshire Middle District Deeds ---------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- LENOX Philip Formel Aug. 30, 1994 1461 812 (SO.B.) Gen. 3106 STOCKBRIDGE Ernest W. Hall Mar. 1, 1994 1445 499 (SO.B.) Gen. 1521 Assadour O. Tavitian et ux May 4, 1994 1461 808 (SO.B.) Gen. 1522 All and the same rights in lands in Hancock, Berkshire County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Berkshire North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- HANCOCK Folly Land Corp. May 2, 1994 890 846 (NO.B.) Gen. 2531 Thomas DiCicco et ux Sept. 12, 1994 Being Recorded (NO.B.) Gen. 2532 All and the same rights in lands in Alford, Egremont, Great Barrington, Monterey, Mount Washington, New Marlborough and Sheffield, Berkshire County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Berkshire South District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- ALFORD G. Stephen Hamilton et al Dec. 17, 1994 920 7 (SO.B.) Gen. 634 EGREMONT Dennis M. Newnham et al Mar. 31, 1994 894 50 (SO.B.) Gen. 4626 Phyllis Sussman Apr. 1, 1994 894 56 (SO.B.) Gen. 4627 Dek Tillett et ux May 3, 1994 897 208 (SO.B.) Gen. 4628 Kenneth Vermuelen et ux June 21, 1994 902 85 (SO.B.) Gen. 4629 Margaret Christiana et al Aug. 22, 1994 907 168 (SO.B.) Gen. 4630 Alan Papscun et ux Oct. 8, 1994 912 6 (SO.B.) Gen. 4631 GREAT BARRINGTON Doris M. Moore (Fee) Sept. 27, 1993 868 24 (SO.B.) Gen. 48A Great Barrington Housing Authority Nov. 26, 1993 883 84 (SO.B.) Gen. 1158 Lawrence S. Pratt June 3, 1994 897 200 (SO.B.) Gen. 1159 James M. Cavanaugh, Tr. June 3, 1994 897 204 (SO.B.) Gen. 1160 Michael G. Abdalla, Tr. June 8, 1994 902 81 (SO.B.) Gen. 1161 J. Gail Berlinger Aug. 16, 1994 907 181 (SO.B.) Gen. 1162 Southern Berkshire Chamber of Commerce, Inc. Sept. 30, 1994 916 24 (SO.B.) Gen. 1163 George Goldleaf June 17, 1994 916 29 (SO.B.) Gen. 1164 Reistan Enterprises, Inc. July 8, 1994 916 35 (SO.B.) Gen. 1165 Richard Stanley et al,Trs. Aug. 1, 1994 916 19 (SO.B.) Gen. 1166 James J. Yonkouski July 13, 1994 916 11 (SO.B.) Gen. 1167 Marble Block Company Aug. 15, 1994 916 15 (SO.B.) Gen. 1168 Paul S. Dickinson Nov. 10, 1994 916 1 (SO.B.) Gen. 1169 Guido's Realty, Inc. Feb. 7, 1995 926 86 (SO.B.) Gen. 1170 Simon's Rock Early College et al Dec. 21, 1994 926 76 (SO.B.) Gen. 1171 Dietrich Meyerhofer et ux Feb. 18, 1995 926 85 (SO.B.) Gen. 1172 Recorded with Berkshire South District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- MONTEREY Stevens Lake Associates, Inc. Jan. 27, 1994 888 192 (SO.B.) Gen. 3540 Donald Amstead, Jr. et al Aug. 17, 1994 907 189 (SO.B.) Gen. 3541 Mark Cohen et ux Mar. 4, 1995 926 96 (SO.B.) Gen. 3542 MOUNT WASHINGTON Bengt Granskog Aug. 12, 1994 907 164 (SO.B.) Gen. 931 NEW MARLBOROUGH John F. White et al Dec. 30, 1993 888 191 (SO.B.) Gen. 4017 David Jacquier June 9, 1994 902 78 (SO.B.) Gen. 4018 Martin Kaplan et al June 28, 1994 902 77 (SO.B.) Gen. 4019 Alexander Vagliano July 15, 1994 907 172 (SO.B.) Gen. 4020 David R. Thorne et ux Oct. 28, 1994 920 1 (SO.B.) Gen. 4021 Nancy R. McWilliams Oct. 9, 1994 919 348 (SO.B.) Gen. 4022 SRF Realty Associates,Inc. Oct. 9, 1994 919 344 (SO.B.) Gen. 4023 SHEFFIELD F. Sydney Smithers, Tr. Nov. 30, 1993 883 77 (SO.B.) Gen. 545 Henry J. Massini et ux July 20, 1994 907 177 (SO.B.) Gen. 546 All and the same rights in lands in Attleboro, Norton, Rehoboth, Seekonk and South Attleboro, Bristol County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Bristol North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- ATTLEBORO Marcel Trepanier Nov. 1, 1993 5794 51 (ATT.) Gen. 1244 Roland Desmarais et al Dec. 15, 1993 5894 280 (ATT.) Gen. 1245 Allen Homes Limited Partnership One Jan. 5, 1994 5894 286 (ATT.) Gen. 1246 Allen Homes Limited Partnership One Mar. 11, 1994 5966 293 (ATT.) Gen. 1247 Caponigro Development Corporation Mar. 23, 1994 5966 292 (ATT.) Gen. 1248 Pitas Construction Company Apr. 11, 1994 6002 241 (ATT.) Gen. 1249 Stanley J. Strycharz et al June 17, 1994 6088 131 (ATT.) Gen. 1250 David R. Hughes et al June 6, 1994 6073 154 (ATT.) Gen. 1251 Edward J. Casey et al July 14, 1994 6109 144 (ATT.) Gen. 1252 David R. Hughes et al June 6, 1994 6073 154 (ATT.) Gen. 1253 Thomas R. Leblanc July 19, 1994 6109 145 (ATT.) Gen. 1254 Frank Pasek July 6, 1994 6109 141 (ATT.) Gen. 1255 John E. Case, Tr. July 18, 1994 6150 183 (ATT.) Gen. 1256 Thomas A. Reeves et al Sept. 19, 1994 6164 337 (ATT.) Gen. 1257 Amalgamated Financial Group, VIII L.P. Aug. 25, 1994 6204 156 (ATT.) Gen. 1258 Leo J. Giannino Sept. 22, 1994 6204 163 (ATT.) Gen. 1259 Stanley J. Strycharz et al Jan. 10, 1995 6279 321 (ATT.) Gen. 1260 Seven Mile River, Inc. Jan. 7, 1995 6279 322 (ATT.) Gen. 1261 David S. Wagle et al Jan. 21, 1995 6326 12 (ATT.) Gen. 1262 Glen E. Robertson Jan. 18, 1995 6326 20 (ATT.) Gen. 1263 Helene F. Dwyer et al Feb. 9, 1995 6326 28 (ATT.) Gen. 1264 Amalgamated Financial Group, VIII L.P. Feb. 27, 1995 6326 29 (ATT.) Gen. 1265 NORTON Robert B. Medeiros Jr. et ux Sept. 13, 1993 5706 150 (ATT.) Gen. 503 Stanson Builders, Inc. Nov. 3, 1993 5794 47 (ATT.) Gen. 504 Madison Finance Corp. Feb. 1, 1994 5885 179 (ATT.) Gen. 505 Paul H. Murphy et al Feb. 4, 1994 5947 7 (ATT.) Gen. 506 Bryan J. Dague Feb. 1, 1994 5947 1 (ATT.) Gen. 507 Recorded with Bristol North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- NORTON Kenneth J. Doucette et al Feb. 2, 1994 5947 13 (ATT.) Gen. 508 Timothy deMartin Apr. 14, 1994 6039 178 (ATT.) Gen. 509 Edward J. Medeiros, Tr. Apr. 26, 1994 6039 179 (ATT.) Gen. 510 A. Arnold Waterman et al May 3, 1994 6039 182 (ATT.) Gen. 511 Stephen M. DeVincent et al May 13, 1994 6039 181 (ATT.) Gen. 512 Arthur J. Amaral, Tr. June 15, 1994 6066 214 (ATT.) Gen. 513 Mark S. Giblin, Sr. June 3, 1994 6073 155 (ATT.) Gen. 514 Arthur F. Taylor, Jr. et ux July 9, 1994 6109 143 (ATT.) Gen. 515 Jeffrey H. Fisk et al July 27, 1994 6117 69 (ATT.) Gen. 516 Charles H. Perry, Jr. Aug. 18, 1994 6204 154 (ATT.) Gen. 517 James J. Elliott, Jr. Sept. 8, 1994 6164 350 (ATT.) Gen. 518 Robert B. Medeiros, Sr. et al, Tr. Nov. 1, 1994 6216 77 (ATT.) Gen. 519 Dale W. Bishop et al Jan. 9, 1995 6279 324 (ATT.) Gen. 520 SHER-CORP, LTD. Jan. 9, 1995 6279 325 (ATT.) Gen. 521 John N. Schneider, Jr. Jan. 31, 1995 6326 7 (ATT.) Gen. 522 Alfred A. Gariepy et al Jan. 23, 1995 6326 8 (ATT.) Gen. 523 Andrew Jurgilewicz Jan. 22, 1995 6326 9 (ATT.) Gen. 524 Creative Homes, Inc. Mar. 13, 1995 6326 2 (ATT.) Gen. 525 REHOBOTH Ruth Coburn et al Apr. 30, 1986 6066 215 (ATT.) Gen. 354 Arthur R. DiIorio et ux Jan. 13, 1994 5894 281 (ATT.) Gen. 373 Anthony M. Lunghi et ux Mar. 8, 1994 5947 19 (ATT.) Gen. 374 Albert W. Berry et ux Mar. 23, 1994 6002 236 (ATT.) Gen. 375 William J. Drohan et al Apr. 11, 1994 6002 237 (ATT.) Gen. 376 Marguerite Q. Tarter Apr. 13, 1994 6039 180 (ATT.) Gen. 377 Alvaro S. Sousa et ux May 11, 1994 6088 130 (ATT.) Gen. 378 Jean Paul Barriere et ux Apr. 30, 1994 6039 191 (ATT.) Gen. 379 Rehoboth Antiquarian Society July 18, 1994 6109 142 (ATT.) Gen. 380 Scott J. Douglass et ux July 14, 1994 6109 146 (ATT.) Gen. 381 Catherine Young July 22, 1994 6117 70 (ATT.) Gen. 382 Leonard Mills, Sr. July 20, 1994 6117 71 (ATT.) Gen. 383 Ronald C. Westberg et al Oct. 14, 1994 6204 171 (ATT.) Gen. 384 Kenneth R. Marchand et al Dec. 1, 1994 6326 1 (ATT.) Gen. 385 Jeffrey Fisk Jan. 3, 1995 6279 306 (ATT.) Gen. 386 Richard A. Demers, Tr. Dec. 27, 1994 6279 313 (ATT.) Gen. 387 SEEKONK Keith J. Correia, Inc. Dec. 2, 1993 5806 75 (ATT.) Gen. 838 Ronald W. Robson Nov. 23, 1993 5894 282 (ATT.) Gen. 839 Richard L. Lundgren et al Mar. 17, 1994 5966 290 (ATT.) Gen. 840 Frederick E. Gillett et al Mar. 26, 1994 5966 291 (ATT.) Gen. 841 Mark D. Hayes et al Apr. 20, 1994 6039 187 (ATT.) Gen. 842 Darling Development Corporation May 20, 1994 6066 213 (ATT.) Gen. 843 Louis S. Rose et al July 14, 1994 6117 76 (ATT.) Gen. 844 Gary Najas et al July 19, 1994 6117 72 (ATT.) Gen. 845 Wal-Mart Stores, Inc. Sept. 16, 1994 6164 344 (ATT.) Gen. 846 Yellow Freight System,Inc. Oct. 3, 1994 6204 165 (ATT.) Gen. 847 Seekonk Water District Dec. 19, 1994 6279 293 (ATT.) Gen. 848 Richard L. Lundgren, Jr. et al Dec. 23, 1994 6279 295 (ATT.) Gen. 849 Jose A. Ramos et al Dec. 31, 1994 6279 300 (ATT.) Gen. 850 Ross H. Kingston et al Jan. 13, 1995 6279 301 (ATT.) Gen. 851 Sagar's Services, Inc. Jan. 13, 1995 6326 10 (ATT.) Gen. 852 SOUTH ATTLEBORO Barry T. Brewer Sept. 8, 1994 6204 161 (ATT.) Gen. 1101 All and the same lands and rights in lands in Andover, Lawrence, Methuen and North Andover, Essex County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Essex North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- ANDOVER Yvon Cormier et al, Trs. Aug. 30, 1993 3850 344 (LAW.) Gen. 2748 George Morey, Tr. Sept. 23, 1993 3856 224 (LAW.) Gen. 2749 Douglas Barron Sept. 20, 1993 3856 223 (LAW.) Gen. 2750 Sebastian G. Marino et ux Nov. 5, 1993 3587 200 (LAW.) Gen. 2751 Magee Construction Company, Inc. Oct. 22, 1993 3887 25 (LAW.) Gen. 2752 Hills-Mor Construction Company, Inc. Nov. 17, 1993 3908 306 (LAW.) Gen. 2753 Mark F. Tassinari et al Nov. 16, 1993 3908 310 (LAW.) Gen. 2754 John K. Saia et al Nov. 16, 1993 3908 314 (LAW.) Gen. 2755 C. Richard Barrett Nov. 16, 1993 3908 318 (LAW.) Gen. 2756 Marion Barrett, Tr. Nov. 17, 1993 3908 322 (LAW.) Gen. 2757 Charles Patti Nov. 19, 1993 3946 50 (LAW.) Gen. 2758 Lawrence Young Men's Christian Association of Lawrence Nov. 30, 1993 3946 46 (LAW.) Gen. 2759 Thomas J. Carens, Tr. Dec. 8, 1993 3946 47 (LAW.) Gen. 2760 North Andover Realty Corporation Dec. 14, 1993 3946 53 (LAW.) Gen. 2761 Mary R. Furnari Dec. 29, 1993 3982 3 (LAW.) Gen. 2762 Joseph S. Tornatore et ux Jan. 10, 1994 3982 11 (LAW.) Gen. 2764 Yvon Cormier, Tr. Dec. 28, 1992 3632 277 (LAW.) Gen. 2765 Mark S. Maesano et al Jan. 21, 1994 4001 54 (LAW.) Gen. 2766 Helen E. Little et al,Trs. Mar. 1, 1994 4001 48 (LAW.) Gen. 2767 Butler Properties, Inc. Mar. 14, 1994 4020 264 (LAW.) Gen. 2768 Eunice G. Sweeney Mar. 23, 1994 4052 172 (LAW.) Gen. 2769 Russell G. Doyle, Tr. Apr. 6, 1994 4042 108 (LAW.) Gen. 2770 Ernest N. Hall et al Apr. 19, 1994 4042 110 (LAW.) Gen. 2771 Spruce Tree Limited Partnership Apr. 25, 1994 4042 109 (LAW.) Gen. 2772 Robert B. Reilly et al May 2, 1994 4052 167 (LAW.) Gen. 2773 Paul R. Hamer et ux May 9, 1994 4052 168 (LAW.) Gen. 2774 Andover Community Trust, Inc. May 11, 1994 4061 137 (LAW.) Gen. 2776 Terrance P. Schwing et al Apr. 11, 1994 4066 38 (LAW.) Gen. 2777 New England Bible Church May 25, 1994 4078 87 (LAW.) Gen. 2778 Flintlock, Inc. June 2, 1994 4066 36 (LAW.) Gen. 2779 Michael E. Farnola et ux June 21, 1994 4078 95 (LAW.) Gen. 2781 Father Marion T. Gorzela et ux July 8, 1994 4103 331 (LAW.) Gen. 2782 Richard Alan Donovan July 18, 1994 4103 338 (LAW.) Gen. 2783 Christopher J. Perry July 29, 1994 4111 330 (LAW.) Gen. 2784 Mark S. Curtin et ux Aug. 2, 1994 4111 329 (LAW.) Gen. 2785 Andover Mills Realty Limited, Partnership June 30, 1994 Being Recorded (LAW.) Gen. 2786 Nicholas D. Aznoian, Tr. Sept. 6, 1994 Being Recorded (LAW.) Gen. 2787 Henry D. Audesse et al, Trs. Sept. 21, 1994 Being Recorded (LAW.) Gen. 2788 Yvon Cormier Construction Corp. Sept. 22, 1994 Being Recorded (LAW.) Gen. 2789 Danforth/Carey & Co., Inc. Oct. 18, 1994 Being Recorded (LAW.) Gen. 2790 Allan Malcolm et ux Oct. 18, 1994 Being Recorded (LAW.) Gen. 2791 Thomas Jay Thomas et ux Oct. 14, 1994 Being Recorded (LAW.) Gen. 2792 Raymond Y. Cormier, Tr. Oct. 28, 1994 Being Recorded (LAW.) Gen. 2793 West Hollow Limited Partnership Dec. 9, 1994 Being Recorded (LAW.) Gen. 2794 Gary A. Burke Dec. 2, 1994 Being Recorded (LAW.) Gen. 2795 Supervalu Operations, Inc. Nov. 30, 1994 Being Recorded (LAW.) Gen. 2797 Magee Construction Company Inc. Dec. 28, 1994 Being Recorded (LAW.) Gen. 2798 Michael T. Andrews Dec. 22, 1994 Being Recorded (LAW.) Gen. 2799 Gerard A. Dubois et al, Trs. Jan. 13, 1995 Being Recorded (LAW.) Gen. 2800 Town of Andover Dec. 19, 1994 Being Recorded (LAW.) Gen. 2801 Gerald S. Ogan et al, Trs. Feb. 8, 1995 Being Recorded (LAW.) Gen. 2802 Yvon Cormier et al, Trs. Mar. 1, 1995 Being Recorded (LAW.) Gen. 2803 Recorded with Essex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Beverly J. Macleod Jan. 20, 1994 58119 11658 (LAW.) Gen. 2763 George T. Borstell et al, Trs. May 20, 1994 59049 11883 (LAW.) Gen. 2775 Merrimack College June 7, 1994 59135 3281 (LAW.) Gen. 2780 3381 Nancy A. Godek Nov. 29, 1994 60466 8984 (LAW.) Gen. 2796 Recorded with Essex North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- LAWRENCE Donald M. Goulet et ux Sept. 8, 1993 3850 341 (LAW.) Gen. 2172 Mark Berube et al Dec. 6, 1993 3946 49 (LAW.) Gen. 2173 Raymond Stoodley et al Oct. 30, 1993 3946 48 (LAW.) Gen. 2174 George Kline Boyd Feb. 17, 1994 4001 49 (LAW.) Gen. 2175 Sharon C. Donovan March 7, 1994 4010 229 (LAW.) Gen. 2176 Merit Oil Company June 17, 1994 4078 99 (LAW.) Gen. 2177 Dianne R. Luistro, Tr. June 28, 1994 Being Recorded (LAW.) Gen. 2178 The City of Lawrence July 15, 1994 4103 332 (LAW.) Gen. 2179 Lawrence General Hospital July 7, 1994 4111 335 (LAW.) Gen. 2180 Samuel Taveras et al Oct. 21, 1994 Being Recorded (LAW.) Gen. 2181 The City of Lawrence Oct. 26, 1994 Being Recorded (LAW.) Gen. 2182 Greater Lawrence Habitat for Humanity, Inc. Nov. 25, 1994 Being Recorded (LAW.) Gen. 2183 John C. Tombarello Jan. 10, 1995 Being Recorded (LAW.) Gen. 2184 Lawrence Pumps, Inc. Jan. 27, 1995 Being Recorded (LAW.) Gen. 2185 METHUEN Alcro Limited Partnership June 18, 1993 3792 244 (LAW.) Gen. 1274 Bradford Meadows, Inc. Sept. 22, 1993 3856 229 (LAW.) Gen. 1275 Theresa C. Korzeb, Tr. Oct. 30, 1993 3908 301 (LAW.) Gen. 1276 James W. Wright et al,Trs. Oct. 29, 1994 3878 3 (LAW.) Gen. 1277 Premier Homes, Inc. Sept. 7, 1994 Being Recorded (LAW.) Gen. 1278 Timothy D. Sullivan Oct. 26, 1994 Being Recorded (LAW.) Gen. 1280 Recorded with Essex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Fellowship Bible Church Oct. 20, 1994 32565 11963 (LAW.) Gen. 1279 60075 Recorded with Essex North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- NORTH ANDOVER White Birch Construction Co., Inc. Aug. 26, 1993 3850 332 (LAW.) Gen. 3074 Town of North Andover Sept. 13, 1993 3850 342 (LAW.) Gen. 3076 Franklin S. Davis et al, Trs. Oct. 5, 1993 3862 227 (LAW.) Gen. 3077 George R. Barker, Jr. Oct. 4, 1993 3862 228 (LAW.) Gen. 3078 Town of North Andover Sept. 27, 1993 3887 20 (LAW.) Gen. 3079 Thomas D. Laudani et al, Trs. Oct. 18, 1993 3887 21 (LAW.) Gen. 3080 James F. Palazzo et ux Nov. 4, 1993 3908 326 (LAW.) Gen. 3081 Michael V. Equi et ux Nov. 8, 1993 3908 330 (LAW.) Gen. 3082 Barbara C. Neiley et al, Trs. Dec. 3, 1992 3611 265 (LAW.) Gen. 3083 Flintlock, Inc. Jan. 7, 1994 3982 2 (LAW.) Gen. 3084 Flintlock, Inc. Jan. 7, 1994 3982 1 (LAW.) Gen. 3085 Thomas D. Laudani, Tr. Jan. 28, 1994 3982 7 (LAW.) Gen. 3086 Recorded with Essex North District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- NORTH ANDOVER John G. McLean, Jr. Feb. 9, 1994 4001 47 (LAW.) Gen. 3087 Kensington Woods Limited Partnership's Franklin Farms G.P., Inc. of Delaware Jan. 31, 1994 4001 50 (LAW.) Gen. 3088 Steven Gardell et al Feb. 28, 1994 4010 228 (LAW.) Gen. 3089 Brooks School Mar. 24, 1994 4020 263 (LAW.) Gen. 3092 Brooks School Mar. 28, 1994 4020 268 (LAW.) Gen. 3093 Grasso Construction Co., Inc. May 25, 1994 4066 37 (LAW.) Gen. 3097 Thomas D. Laudani et al, Trs. June 13, 1994 4070 30 (LAW.) Gen. 3098 J.D.P. Development Co., Inc. June 30, 1994 4103 333 (LAW.) Gen. 3102 Thomas Laudani, Tr. July 6, 1994 4103 343 (LAW.) Gen. 3103 JDP Development Company, Inc. Aug. 22, 1994 4112 235 (LAW.) Gen. 3107 White Birch Construction Co., Inc. Aug. 17, 1994 Being Recorded (LAW.) Gen. 3108 Joseph J. Barbagallo, Jr. Sept. 12, 1994 Being Recorded (LAW.) Gen. 3109 Town of North Andover Sept. 7, 1994 Being Recorded (LAW.) Gen. 3110 Carole Shibles et al, Trs. Sept. 22, 1994 Being Recorded (LAW.) Gen. 3112 Kenneth C. K. Wong et al, Trs. Aug. 12, 1994 Being Recorded (LAW.) Gen. 3113 North Andover Assisted Living Limited Partnership Oct. 19, 1994 Being Recorded (LAW.) Gen. 3114 Thomas D. Laudani, Tr. Dec. 13, 1994 Being Recorded (LAW.) Gen. 3115 Franklin S. Davis et al, Trs. Dec. 8, 1994 Being Recorded (LAW.) Gen. 3116 John F. McGarry, Tr. Oct. 25, 1994 Being Recorded (LAW.) Gen. 3118 Robert C. Bailey et al, Trs. Nov. 14, 1994 Being Recorded (LAW.) Gen. 3119 Angus Realty Corporation Dec. 12, 1994 Being Recorded (LAW.) Gen. 3120 City of Lawrence Nov. 22, 1994 Being Recorded (LAW.) Gen. 3121 Neil C. Patnaude et ux Jan. 3, 1995 Being Recorded (LAW.) Gen. 3122 Edmund F. Leland, III et al, Trs. Dec. 17, 1994 Being Recorded (LAW.) Gen. 3123 First City Development Corp. Jan. 5, 1995 Being Recorded (LAW.) Gen. 3124 Mark Donald Fielder et ux Feb. 22, 1995 Being Recorded (LAW.) Gen. 3125 Recorded with Essex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Town of North Andover Aug. 2, 1993 56903 1260 (LAW.) Gen. 3075 Copley Development Corp. May 11, 1994 58931 11903 (LAW.) Gen. 3094 Maurice J. Caruso, Tr. May 17, 1994 59102 11729 (LAW.) Gen. 3095 Maurice J. Caruso, Tr. May 17, 1994 59103 11729 (LAW.) Gen. 3096 Andrew & Maurice Builders, Inc. June 10, 1994 59134 11906 (LAW.) Gen. 3099 Andrew & Maurice Builders, Inc. June 10, 1994 59133 11905 (LAW.) Gen. 3100 Maurice J. Caruso, Tr. July 21, 1994 59532 11729 (LAW.) Gen. 3104 Maurice J. Caruso, Tr. July 21, 1994 59531 11729 (LAW.) Gen. 3105 Maurice J. Caruso, Tr. July 21, 1994 59530 11729 (LAW.) Gen. 3106 Belford Construction Incorporated Sept. 22, 1994 60303 11901 (LAW.) Gen. 3111 Jacques A. Marchand, Tr. Nov. 1, 1994 60465 12024 (LAW.) Gen. 3117 All and the same lands and rights in lands in Amesbury, Beverly, Boxford, Essex, Gloucester, Hamilton, Haverhill, Lynn, Manchester, Newbury, Newburyport, Rockport, Salem, Salisbury, Saugus, Swampscott, Topsfield, Wenham, and West Newbury, Essex County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- AMESBURY Bradku, Inc. Dec. 20, 1993 12419 28 (AMES.) Gen. 741 William S. Ring, Jr. et al Dec. 6, 1993 12419 33 (AMES.) Gen. 742 Waste Management Disposal Services of Massachusetts, Inc. Jan. 13, 1994 12439 294 (AMES.) Gen. 743 Bradley M. Kutcher, Tr. Feb. 23, 1994 12447 162 (AMES.) Gen. 744 Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- BEVERLY North Shore Heritage Associates, Inc. Aug. 13, 1993 12238 348 (BEV.) Gen. 2543 Joseph W. Rumbough III et ux Aug. 25, 1993 12166 581 (BEV.) Gen. 2544 Philip A. Thomason et al Oct. 21, 1993 12238 358 (BEV.) Gen. 2545 City of Beverly Nov. 18, 1993 12419 20 (BEV.) Gen. 2546 William F. O'Brien et al Jan. 3, 1994 12419 34 (BEV.) Gen. 2547 Beverly Hospital Corporation Feb. 23, 1994 12518 234 (BEV.) Gen. 2548 Harriet Campbell Mar. 7, 1994 12518 235 (BEV.) Gen. 2549 Jack French Jr. et ux Mar. 17, 1994 12518 236 (BEV.) Gen. 2550 James P. Noonan et ux Mar. 28, 1994 12605 316 (BEV.) Gen. 2551 Leo J. Kiley et al July 28, 1994 12711 271 (BEV.) Gen. 2552 First City Development Corp. July 21, 1994 12811 59 (BEV.) Gen. 2553 Jeffrey S. Bunk Sept. 19, 1994 12811 63 (BEV.) Gen. 2554 David M. Fellows et ux Oct. 1, 1994 12811 77 (BEV.) Gen. 2555 Ronald J. Jackson et al Nov. 4, 1994 12875 71 (BEV.) Gen. 2556 Scott A. Robinson et al Nov. 17, 1994 12875 66 (BEV.) Gen. 2557 Joan L. Kulukundis, Tr. Dec. 5, 1994 12925 363 (BEV.) Gen. 2558 Diane J. Delaney et al, Trs. Jan. 6, 1995 12925 403 (BEV.) Gen. 2559 A. Theodore Johnson III et al Feb. 21, 1995 12959 436 (BEV.) Gen. 2560 Maplewood Village Limited Partnership Aug. 12, 1994 Being Recorded (BEV.) Gen. 2561 BOXFORD Edmond R. LeClair, Tr. Sept. 30, 1993 12238 342 (LAW.) Gen. 736 Frances M. Cross et al, Trs. Dec. 10, 1993 12419 24 (LAW.) Gen. 738 High Street Builders, Inc. Dec. 17, 1993 12439 318 (LAW.) Gen. 740 Peter L. Sterndale et al Dec. 7, 1993 12439 314 (LAW.) Gen. 741 Robert P. Wasak et al Dec. 1, 1993 12439 310 (LAW.) Gen. 742 Ralph W. Sherrick et al Dec. 12, 1993 12439 306 (LAW.) Gen. 743 Robert E. Phillips et al Dec. 16, 1993 12439 302 (LAW.) Gen. 744 Linda J. Maciel Dec. 14, 1993 12439 298 (LAW.) Gen. 745 Wendy A. Gibeley et al Feb. 4, 1994 12439 297 (LAW.) Gen. 746 Edmond R. LeClair, Tr. Feb. 21, 1994 12474 213 (LAW.) Gen. 747 Paul K. Soucy et al Feb. 28, 1994 12518 237 (LAW.) Gen. 748 Paula H. Briggs June 13, 1994 12656 237 (LAW.) Gen. 752 Frank Berecz et ux June 20, 1994 12656 241 (LAW.) Gen. 753 Danforth/Carey & Co., Inc. June 28, 1994 12711 217 (LAW.) Gen. 754 Norman W. Eddy et ux July 6, 1994 12711 211 (LAW.) Gen. 755 William Glazier et al July 12, 1994 12711 233 (LAW.) Gen. 756 Keith Kanemoto June 30, 1994 12711 245 (LAW.) Gen. 757 David Mazzola et al July 25, 1994 12711 240 (LAW.) Gen. 758 Charles E. Whitney, Tr. Aug. 10, 1994 12730 249 (LAW.) Gen. 760 Baldpate Pond Limited Partnership July 29, 1994 12697 468 (LAW.) Gen. 761 Baldpate Pond Limited Partnership Aug. 5, 1994 12699 539 (LAW.) Gen. 762 Martin W. Hill et al, Trs. Sept. 1, 1994 12771 351 (LAW.) Gen. 763 John J. Yuskowski et al Sept. 12, 1994 12771 355 (LAW.) Gen. 764 Town of Boxford Sept. 22, 1994 12811 43 (LAW.) Gen. 765 John F. Baer, Jr., Tr. Sept. 22, 1994 12811 33 (LAW.) Gen. 766 Hale G. Humphrey et ux Oct. 19, 1994 12875 37 (LAW.) Gen. 767 Gillian F. Mark June 27, 1994 12811 48 (LAW.) Gen. 768 Baldpate Pond Limited Partnership Oct. 4, 1994 Being Recorded (LAW.) Gen. 769 Baldpate Pond Limited Partnership Dec. 29, 1994 Being Recorded (LAW.) Gen. 770 Damon J. Dustin et al Dec. 31, 1994 12959 423 (LAW.) Gen. 771 Recorded with Essex South Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Baldpate Pond Limited Partnership Dec. 21, 1993 294653 63409 (LAW.) Gen. 737 David A. Hilton et al Mar. 30, 1994 298670 64103 (LAW.) Gen. 750 Marylee Messina, Tr. Mar. 11, 1994 298671 64118 (LAW.) Gen. 751 David G. Broms et al July 9, 1994 302792 63572 (LAW.) Gen. 759 Baldpate Pond Limited Partnership July 19, 1994 300776 63409 (LAW.) Gen. 761 Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- ESSEX John P. Kotch et ux Aug. 20, 1993 12238 346 (GLOU.) Gen. 407 Stephen P. Edington et ux Oct. 9, 1993 12238 357 (GLOU.) Gen. 408 Stephen Kelly et al Nov. 3, 1993 12320 105 (GLOU.) Gen. 409 Michael L. Byrne et al May 16, 1994 12605 317 (GLOU.) Gen. 410 John Lambros Nov. 21, 1994 12875 139 (GLOU.) Gen. 411 Paul J. Banville et al Nov. 18, 1994 12875 131 (GLOU.) Gen. 412 Thomas H. Henderson, Tr. Dec. 14, 1994 Being Recorded (GLOU.) Gen. 413 GLOUCESTER Gaetano S. LoGrande et ux Sept. 17, 1993 12166 593 (GLOU.) Gen. 3381 John J. McCarthy et al Nov. 8, 1993 12269 588 (GLOU.) Gen. 3382 Andrew L. Sargent et ux Nov. 13, 1993 12320 108 (GLOU.) Gen. 3383 Peter W. Asaro et ux Oct. 21, 1993 12320 106 (GLOU.) Gen. 3384 Thomas G. Osborne Nov. 16, 1993 12320 107 (GLOU.) Gen. 3385 David J. Flaherty et ux Nov. 22, 1993 12419 19 (GLOU.) Gen. 3386 McCarthy Builders and Developers, Inc. Jan. 28, 1994 12439 295 (GLOU.) Gen. 3387 Paul E. Brown et al Apr. 4, 1994 12572 529 (GLOU.) Gen. 3389 Christopher C. French et al Apr. 21, 1994 12572 531 (GLOU.) Gen. 3390 George F. Cronin et als, Trs. Apr. 29, 1994 12572 542 (GLOU.) Gen. 3391 Salem Five Cents Savings Bank Apr. 29, 1994 12572 549 (GLOU.) Gen. 3391 David Williams et al May 6, 1994 12583 253 (GLOU.) Gen. 3392 Essex County Greenbelt Association, Inc. May 6, 1994 12583 252 (GLOU.) Gen. 3393 McCarthy Builders and Developers, Inc. Apr. 29, 1994 12557 144 (GLOU.) Gen. 3394 Vincent P. Orlando et al May 10, 1994 12583 254 (GLOU.) Gen. 3395 Melanie A. Roberts et al May 9, 1994 12583 255 (GLOU.) Gen. 3396 Jeffrey A. Glaser et al May 12, 1994 12605 315 (GLOU.) Gen. 3397 Pasquale Barletta et al June 6, 1994 12633 374 (GLOU.) Gen. 3398 Richard A. Barletta June 1, 1994 12633 379 (GLOU.) Gen. 3399 William A. Loiacano et ux July 15, 1994 12711 206 (GLOU.) Gen. 3400 Dana Craaybeek et ux July 6, 1994 12711 205 (GLOU.) Gen. 3401 Evelyn M. Craaybeek July 22, 1994 12711 272 (GLOU.) Gen. 3402 Donald L. Robbins Aug. 22, 1994 12771 344 (GLOU.) Gen. 3403 Marjorie A. Erkkila Aug. 10, 1994 12771 342 (GLOU.) Gen. 3404 Kathleen L. Erkkila Aug. 15, 1994 12771 343 (GLOU.) Gen. 3405 McCarthy Builders and Developers, Inc. Sept. 30, 1994 12769 234 (GLOU.) Gen. 3406 Kenneth R. Nickerson, Tr. Oct. 6, 1994 12811 31 (GLOU.) Gen. 3407 Newell Flather, Executor of the Estate of Elizabeth N. Flather Aug. 5, 1994 12745 258 (GLOU.) Gen. 3408 Ralph R. Oliver Nov. 15, 1994 12875 135 (GLOU.) Gen. 3409 Albert W. Bolton et al, Trs. Nov. 17, 1994 12875 125 (GLOU.) Gen. 3410 Marion D. Hager, Trustee Nov. 14, 1994 12875 120 (GLOU.) Gen. 3411 William A. Loicano et al Oct. 27, 1994 12875 136 (GLOU.) Gen. 3412 Catherine A. Henry, Tr. Nov. 1, 1994 12875 137 (GLOU.) Gen. 3413 Robert P. Frontiero et al Oct. 21, 1994 12875 134 (GLOU.) Gen. 3414 Arthur H. Sawyer, Jr. Nov. 25, 1994 12875 133 (GLOU.) Gen. 3415 Richard C. Hilshey et al Oct. 26, 1994 12875 138 (GLOU.) Gen. 3416 Donald H. Cook, Tr. Dec. 27, 1995 12925 459 (GLOU.) Gen. 3417 John J. Lawler et al Dec. 2, 1994 12959 437 (GLOU.) Gen. 3418 Bernard M. Amero et al Mar. 2, 1995 Being Recorded (GLOU.) Gen. 3419 Joseph V. Vizena, III et al Sept. 14, 1994 Being Recorded (GLOU.) Gen. 3420 Recorded with Essex South Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Scott A. Barry et ux Feb. 1, 1994 296638 63906 (GLOU.) Gen. 3388 Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- HAMILTON Elizabeth H. Heffernan et ux Sept. 28, 1993 12166 594 (BEV.) Gen. 2490 Michael J. Michaud et ux Dec. 24, 1993 12419 23 (BEV.) Gen. 2491 Dean G. Perkins et ux Feb. 2, 1994 12474 211 (BEV.) Gen. 2492 Thomas J. Connors et al May 19, 1994 12605 318 (BEV.) Gen. 2493 Thomas R. Riley, Jr. et ux June 17, 1994 12656 232 (BEV.) Gen. 2494 Mary K. Shannon June 22, 1994 12656 227 (BEV.) Gen. 2495 Andrea N. Tavares Oct. 4, 1994 12875 101 (BEV.) Gen. 2496 Mark E. Lampert-Boden et al Nov. 18, 1994 12875 89 (BEV.) Gen. 2497 Robert J. Froeber, Jr. et ux Oct. 11, 1994 12875 81 (BEV.) Gen. 2498 John R. Pingree Nov. 16, 1994 12875 76 (BEV.) Gen. 2499 George E. Benoit, Jr., Trustee Nov. 19, 1994 12875 94 (BEV.) Gen. 2800 Timothy H. Robinson et ux Jan. 17, 1995 12925 444 (BEV.) Gen. 2801 Robert L. Clark, Tr. Jan. 17, 1995 Being Recorded (BEV.) Gen. 2802 HAVERHILL Kimberley S. Rogers, Tr. Nov. 16, 1993 12269 589 (HAV.) Gen. 3366 Buzco, Inc. Nov. 30, 1993 12298 266 (HAV.) Gen. 3367 Nicor, Inc. May 19, 1994 12633 381 (HAV.) Gen. 3368 Forest Acres of Haverhill Associates Limited Partnership May 27, 1994 12633 361 (HAV.) Gen. 3369 William S. Faraci, Tr. June 8, 1994 12633 367 (HAV.) Gen. 3370 Evergreen Associates Limited Partnership June 9, 1994 12711 222 (HAV.) Gen. 3371 James A. Mahoney and Sons, Inc. July 13, 1994 12711 260 (HAV.) Gen. 3372 Katherine Tzatzos et al July 18, 1994 12711 265 (HAV.) Gen. 3373 Riverbank Development Corporation July 18, 1994 12711 255 (HAV.) Gen. 3374 Robert A. Masys July 15, 1994 12711 251 (HAV.) Gen. 3375 S & P Development Corporation July 28, 1994 12719 191 (HAV.) Gen. 3376 Yvon Comier Construction Corp. Sept. 6, 1994 12771 346 (HAV.) Gen. 3377 Michael J. Maroney et al, Tr. Aug. 2, 1994 12719 201 (HAV.) Gen. 3378 Barbara J. Ziminski Aug. 23, 1994 12755 438 (HAV.) Gen. 3378 Auclair Builders, Incorporated Aug. 5, 1994 12719 195 (HAV.) Gen. 3379 Brice Builders, Inc. Sept. 9, 1994 12811 37 (HAV.) Gen. 3380 Robert J. Letourneau et al Sept. 9, 1994 12811 54 (HAV.) Gen. 3381 Henry J. Powell et al,Trs. Sept. 7, 1994 12925 429 (HAV.) Gen. 3382 Robert A. Masys et al Nov. 10, 1994 12851 572 (HAV.) Gen. 3383 Persimmon at Bradford Limited Partnership Dec. 6, 1994 12925 416 (HAV.) Gen. 3384 Norfolk Holdings Corp. Dec. 13, 1994 12925 420 (HAV.) Gen. 3385 Michael A. Spero Sept. 26, 1994 Being Recorded (HAV.) Gen. 3386 Valley Properties, Inc. Dec. 5, 1994 12925 424 (HAV.) Gen. 3387 Persimmon at Bradford Limited Partnership Dec. 27, 1994 12925 354 (HAV.) Gen. 3388 Vincent O'Rorke, Tr. Dec. 23, 1994 12925 350 (HAV.) Gen. 3389 James A. Mahoney and Sons, Inc. Feb. 28, 1995 12936 213 (HAV.) Gen. 3390 Densen Carpentry, Inc. Mar. 14, 1995 Being Recorded (HAV.) Gen. 3391 LYNN Rocco Capano et al Dec. 22, 1994 12925 458 (LYNN) Gen. 1128 John A. Harrison et al, Trs. Jan. 10, 1995 12925 451 (LYNN) Gen. 1129 Carpi Lynn Properties Limited Partnership Dec. 22, 1994 12871 96 (LYNN) Gen. 1130 MANCHESTER Paul J. Murray Oct. 20, 1993 12238 351 (MAN.) Gen. 126 Frances M. Lapham May 11, 1994 12605 300 (MAN.) Gen. 127 Manchester Yacht Club June 1, 1994 12633 377 (MAN.) Gen. 128 Joan G. Brown July 11, 1994 12711 207 (MAN.) Gen. 129 Tobey J. Russ et ux July 11, 1994 12711 228 (MAN.) Gen. 130 Garrick F. Cole et ux Aug. 1, 1994 12730 259 (MAN.) Gen. 131 James Starkey et ux Aug. 15, 1994 12811 70 (MAN.) Gen. 132 William J. Kneisel et ux Nov. 5, 1994 12875 42 (MAN.) Gen. 133 Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- State Street Bank and Trust Company, Trs. Nov. 10, 1994 12875 48 (MAN.) Gen. 134 W. Scott McDougal et ux Nov. 17, 1994 12875 54 (MAN.) Gen. 135 Paul E. Bouton, Trustee Nov. 23, 1994 12875 59 (MAN.) Gen. 136 Richard Axel Magnuson Nov. 13, 1994 12925 374 (MAN.) Gen. 137 John M. Hall et al, Trs. Dec. 12, 1994 12925 368 (MAN.) Gen. 138 Eleanor K. E. Demeter Nov. 28, 1994 12925 386 (MAN.) Gen. 139 George A. Brown et al,Trs. Jan. 31, 1995 12959 430 (MAN.) Gen. 140 Thomas J. Conlon et al Mar. 6, 1995 Being Recorded (MAN.) Gen. 141 NEWBURY Marsha Jespersen Sept. 1, 1993 12166 583 (HAV.) Gen. 711 William G. Robitaille et ux Nov. 3, 1993 12269 587 (HAV.) Gen. 712 Thomas D. Canning et ux Nov. 30, 1993 12320 102 (HAV.) Gen. 713 Kevin B. O'Neill et ux Nov. 30, 1993 12320 103 (HAV.) Gen. 714 Highfields Realty, Inc. Nov. 30, 1993 12320 104 (HAV.) Gen. 715 Highfields Realty, Inc. Jan. 31, 1994 12439 296 (HAV.) Gen. 716 Shawn T. Searle Feb. 11, 1994 12474 210 (HAV.) Gen. 717 John F. Kelly et ux May 19, 1994 12605 319 (HAV.) Gen. 718 Fiorenzo DiGenova et ux June 2, 1994 12633 375 (HAV.) Gen. 719 Robert S. Weyburn et ux May 25, 1994 12633 376 (HAV.) Gen. 720 Daniel R. O'Keefe et ux June 9, 1994 12633 359 (HAV.) Gen. 721 Daniel H. Brown et ux June 15, 1994 12656 221 (HAV.) Gen. 722 Mark E. Wojcicki et al, Trs. June 21, 1994 12673 329 (HAV.) Gen. 723 Susan L. Bishop July 29, 1994 12719 209 (HAV.) Gen. 724 Robert Fox, Tr. Nov. 30, 1994 12925 437 (HAV.) Gen. 725 Ronald N. Tagney, Tr. Feb. 13, 1995 Being Recorded (HAV.) Gen. 726 NEWBURYPORT United States Postal Service Feb. 18, 1994 12474 207 (HAV.) Gen. 488 City of Newburyport Apr. 1, 1994 12572 563 (HAV.) Gen. 489 Palmieri and Walters, Inc. May 3, 1994 12605 305 (HAV.) Gen. 490 ROCKPORT Francis J. MacKay et ux Feb. 15, 1994 12474 206 (GLOU.) Gen. 2306 Bennett D. Carlson et al Apr. 1, 1994 12572 530 (GLOU.) Gen. 2307 Stanley R. Poole et al, Trs. May 8, 1994 12583 251 (GLOU.) Gen. 2308 David F. Mock et al May 17, 1994 12633 380 (GLOU.) Gen. 2309 Josephine J. Beaudette,Tr. Sept. 8, 1994 12771 345 (GLOU.) Gen. 2310 Michael Maranhas et al Oct. 24, 1994 12875 140 (GLOU.) Gen. 2311 Joseph P. DiGiovanni et al, Trs. Dec. 19, 1994 12925 358 (GLOU.) Gen. 2312 SALEM Ann C. Mandeville Jan. 10, 1994 12474 209 (SALEM) Gen. 1189 Peabody Museum of Salem and Essex Institute, Incorporated Apr. 14, 1994 12572 532 (SALEM) Gen. 1190 George K. Osgood May 6, 1994 12583 256 (SALEM) Gen. 1191 Delulis Brothers Construction Company, Inc. May 25, 1994 12633 387 (SALEM) Gen. 1192 John L. Pietrini et ux May 26, 1994 12633 392 (SALEM) Gen. 1193 Lawrence B. Collier et al, Trs. Aug. 15, 1994 12730 253 (SALEM) Gen. 1194 Armand R. Blais, Tr. Oct. 18, 1994 12875 130 (SALEM) Gen. 1196 Henry P. Clayman, Tr. Oct. 31, 1994 12875 118 (SALEM) Gen. 1197 Robert I. Lappin, Tr. Nov. 21, 1994 12925 393 (SALEM) Gen. 1198 George K. Osgood Nov. 18, 1994 12925 398 (SALEM) Gen. 1199 Robert I. Lappin, Tr. Jan. 27, 1995 12959 442 (SALEM) Gen. 1200 The City of Salem Feb. 13, 1995 12959 447 (SALEM) Gen. 1201 SALISBURY Ronald A. Francoeur et ux May 31, 1994 12633 397 (AMES.) Gen. 269 Recorded with Essex South District Deeds -------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- SAUGUS Gerondelis Foundation, Inc. Sept. 2, 1993 12166 592 (LYNN) Gen. 4295 Bonia Realty Corp. June 1, 1994 12633 378 (LYNN) Gen. 4296 Edward J. Whyte, Tr. June 17, 1994 12656 222 (LYNN) Gen. 4297 Square One Mall Limited Partnership Sept. 13, 1994 Being Recorded (LYNN) Gen. 4298 Saugus Bank and Trust Company Nov. 3, 1994 12875 113 (LYNN) Gen. 4299 Sears, Roebuck and Company Nov. 10, 1994 12875 108 (LYNN) Gen. 4300 The May Department Stores Company Oct. 31, 1994 Being Recorded (LYNN) Gen. 4301 Renaissance Development Corp. Dec. 20, 1994 Being Recorded (LYNN) Gen. 4302 Felice Ciardiello, Tr. Jan. 26, 1995 12959 438 (LYNN) Gen. 4303 SWAMPSCOTT Paul E. Pagnotti et al June 27, 1994 12656 220 (LYNN) Gen. 2097 Harvey P. Newcomb et al June 27, 1994 12656 219 (LYNN) Gen. 2098 Lynn Sand & Stone Co. July 6, 1994 12755 436 (LYNN) Gen. 2099 Alan C. VanArsdale et al July 15, 1994 12711 270 (LYNN) Gen. 2100 Harry Botsivales et al, Trs. Sept. 13, 1994 12745 259 (LYNN) Gen. 2101 Jerome R. Dangel, Tr. Oct. 5, 1994 12808 567 (LYNN) Gen. 2102 Chris Drucas et al, Trs. Sept. 12, 1994 Being Recorded (LYNN) Gen. 2103 Mennino Construction Co., Inc. Sept. 21, 1994 Being Recorded (LYNN) Gen. 2104 Matthew M. Leahy Nov. 15, 1994 Being Recorded (LYNN) Gen. 2105 TOPSFIELD Danforth/Carey and Co. Inc. Apr. 13, 1994 12572 533 (BEV.) Gen. 2368 Stephen B. Jamison et al Apr. 21, 1994 12572 557 (BEV.) Gen. 2369 Michael R. Fahey et al Apr. 18, 1994 12572 551 (BEV.) Gen. 2370 Emily L. Sutliff May 7, 1994 12605 311 (BEV.) Gen. 2371 George W. Dyer et al June 9, 1994 12633 360 (BEV.) Gen. 2372 Bradman Great Hill Corporation Jan. 4, 1995 12925 409 (BEV.) Gen. 2373 Commonwealth of Massachusetts, Department of Environmental Management Dec. 6, 1994 Being Recorded (BEV.) Gen. 2374 WENHAM Gordon College Aug. 31, 1993 12166 591 (BEV.) Gen. 1066 Miguel A. Martinez et ux Sept. 30, 1993 12238 347 (BEV.) Gen. 1067 Marjorie A. Davis May 3, 1994 12583 250 (BEV.) Gen. 1068 David M. Sabatini Aug. 11, 1994 12875 132 (BEV.) Gen. 1069 Audrey Duva Frissora et ux Nov. 30, 1994 12925 379 (BEV.) Gen. 1070 WEST NEWBURY Ronald N. Tagney, Tr. Nov. 1, 1993 12238 352 (HAV.) Gen. 2680 All in the same rights in lands in Charlemont, Erving, Heath, Orange, Shutesbury, Warwick, and Wendell, Franklin County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Franklin County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- CHARLEMONT Frank J. Mooney, IV et ux Nov. 16, 1994 Being Recorded (NO.B.) Gen. 1148 Diane G. Gingras Nov. 16, 1994 Being Recorded (NO.B.) Gen. 1149 Peter R. Maynard Dec. 7, 1994 Being Recorded (NO.B.) Gen. 1150 ERVING Freight House Antiques, Inc. Jan. 4, 1995 Being Recorded (ATHOL) Gen. 711 Jason A. Burnett et ux Jan. 23, 1995 Being Recorded (ATHOL) Gen. 712 Recorded with Franklin County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- HEATH Paul L. Coty, Jr. et ux Aug. 27, 1994 Being Recorded (NO.B.) Gen. 979 William R. Handrich, Jr. et ux Sept. 6, 1994 Being Recorded (NO.B.) Gen. 980 ORANGE Fred L. Heyes Jan. 5, 1995 Being Recorded (ATHOL) Gen. 247 Norman E. Bartlett et al Jan. 10, 1995 Being Recorded (ATHOL) Gen. 248 Angela M. Drew Mar. 22, 1995 Being Recorded (ATHOL) Gen. 249 Stephen G. Thompson Feb. 28, 1995 Being Recorded (ATHOL) Gen. 250 Robert F. Stone et al Jan. 20, 1995 Being Recorded (ATHOL) Gen. 251 SHUTESBURY James C. Martin et al Nov. 28, 1994 Being Recorded (GARD.) Gen. 619 Bradford B. Spry et ux Jan. 3, 1995 Being Recorded (GARD.) Gen. 620 Samuel C. Koch Dec. 29, 1994 Being Recorded (GARD.) Gen. 621 Joan M. Abare Feb. 16, 1995 Being Recorded (GARD.) Gen. 622 WARWICK Carrol E. Hatch et ux Dec. 5, 1994 Being Recorded (ATHOL) Gen. 506 WENDELL Kathleen Whittier Noland Mar. 28, 1994 2902 153 (ATHOL) Gen. 423 David E. Wilder, Sr. et al (Fee) June 7, 1994 2907 138 (ATHOL) Gen. 424 All and the same rights in lands in East Longmeadow, Holland, Monson, Palmer, Wales, and Wilbraham, Hampden County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Hampden County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- EAST LONGMEADOW Benton Associates, Inc. July 14, 1994 8970 518 (CENT.M.)Gen. 8027 JRS Realty, Inc. Aug. 24, 1994 8936 438 (CENT.M.)Gen. 8028 HOLLAND Napoleon H. Suprenant June 16, 1994 8970 524 (WOR.) Gen. 4654 MONSON Michael J. Camerota et ux Dec. 5, 1994 9086 192 (CENT.M.) Gen. 78 William Kierkla et al Jan. 5, 1995 9086 194 (CENT.M.) Gen. 79 PALMER John Mullen, Tr. Oct. 15, 1993 8618 588 (CENT.M.) Gen. 7040 Palmer Fire District #1 and Palmer Water District #1 Sept. 27, 1994 8970 526 (CENT.M.) Gen. 7041 Massachusetts Turnpike Authority Feb. 9, 1995 9086 196 (CENT.M.) Gen. 7042 David C. Outhouse et ux Feb. 15, 1995 9086 191 (CENT.M.) Gen. 7043 WALES Michael E. Milanese Jan. 9, 1995 9086 193 (WOR.) Gen. 8003 Recorded with Hampden County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- WILBRAHAM Manganaro Home Builders, Inc. Mar. 22, 1994 8872 174 (CENT.M.) Gen. 9010 Snowcrest Development Group, Inc. May 26, 1994 Being Recorded (CENT.M.) Gen. 9011 All and the same lands and rights in lands in Belchertown, Granby, Northampton, and Ware, Hampshire County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Hampshire County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- BELCHERTOWN Scott J. Nielsen et ux Sept. 13, 1994 4577 253 (CENT.M.) Gen. 3066 Susan T. Remillard d/b/a/ Remco Builders Nov. 18, 1994 4608 82 (CENT.M.) Gen. 3067 Earl L. Lyons et al Nov. 26, 1994 4634 299 (CENT.M.) Gen. 3068 Kenneth I. Hislop Jan. 25, 1995 4634 297 (CENT.M.) Gen. 3069 GRANBY Mark Sheridan Aug. 23, 1993 4344 172 (CENT.M.) Gen. 1365 Susan A. Keys July 8, 1994 4536 156 (CENT.M.) Gen. 1366 Theodore Chagnon et al July 7, 1994 4545 5 (CENT.M.) Gen. 1367 Thomas Bachand et al July 6, 1994 4545 6 (CENT.M.) Gen. 1368 Joseph B. Ramage June 30, 1994 4545 7 (CENT.M.) Gen. 1369 Glen Hupfer July 9, 1994 4545 8 (CENT.M.) Gen. 1370 Alan Cuipenski et al July 30, 1994 4545 9 (CENT.M.) Gen. 1371 Gene Galuszka et al June 27, 1994 4545 10 (CENT.M.) Gen. 1372 Sabino Rebelo et al June 29, 1994 4545 11 (CENT.M.) Gen. 1373 Tracy A. Bachand July 2, 1994 4545 12 (CENT.M.) Gen. 1374 Richard Sawicki et al July 4, 1994 4545 13 (CENT.M.) Gen. 1375 Louis A. Santos et al Sept. 22, 1994 4577 258 (CENT.M.) Gen. 1376 Wayne J. Kos et al Nov. 30, 1994 4634 298 (CENT.M.) Gen. 1377 Richard J. Jolivet, II et ux Dec. 29, 1994 4626 151 (CENT.M.) Gen. 1378 Patrick J. D'Arcy et al Feb. 28, 1995 4639 292 (CENT.M.) Gen. 1379 C. Barry Waite et al Mar. 9, 1995 Being Recorded (CENT.M.) Gen. 1380 Gene J. Galuszka et ux Mar. 20, 1995 Being Recorded (CENT.M.) Gen. 1381 Raymond F. Turgeon et ux Mar. 10, 1995 Being Recorded (CENT.M.) Gen. 1382 NORTHAMPTON George Peppard et al Aug. 18, 1994 4545 1 (NO.H.) Gen. 533 Gerald S. Cotter et ux Nov. 14, 1994 4608 91 (NO.H.) Gen. 534 David M. Pelis et al Nov. 15, 1994 4608 92 (NO.H.) Gen. 535 Theodore D. Towne et ux Oct. 31, 1994 4608 83 (NO.H.) Gen. 536 Coca-Cola Company Feb. 6, 1995 4627 82 (NO.H.) Gen. 538 Recorded with Hampshire County Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Todd G. Cellura Jan. 5, 1995 9826 1655 (NO.H.) Gen. 537 Recorded with Hampshire County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- WARE David R. Silloway et al Nov. 1, 1994 4608 94 (CENT.M.) Gen. 384 All and the same lands and rights in lands in Billerica, Chelmsford, Dracut, Dunstable, Lowell, Tewksbury, Tyngsborough, and Westford, Middlesex County, Massachusetts, Which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- BILLERICA Allen-Todd, Inc. Oct. 5, 1994 7262 115 (LO.) B-SB 9 John F. Mixon, Jr. Sept. 22, 1993 6714 44 (LO.) Gen. 10,207 Sean T. Collins et ux Oct. 4, 1993 6726 297 (LO.) Gen. 10,208 Shaw River, Inc. Oct. 20, 1993 6771 30 (LO.) Gen. 10,209 Shaw River, Inc. Oct. 20, 1993 6771 31 (LO.) Gen. 10,210 William A. Cooke Oct. 20, 1993 6771 32 (LO.) Gen. 10,211 William E. McCarthy Oct. 20, 1993 6771 33 (LO.) Gen. 10,212 Robert E. Murphy, Tr. Oct. 20, 1993 6771 34 (LO.) Gen. 10,213 Richard L. Annese et al Oct. 18, 1993 6771 35 (LO.) Gen. 10,214 Richard L. Annese et al Oct. 14, 1993 6771 36 (LO.) Gen. 10,215 Michael Roemer et ux Oct. 22, 1993 6806 233 (LO.) Gen. 10,216 John E. Farmer et ux Nov. 9, 1993 6806 235 (LO.) Gen. 10,217 Ram N. Gupta Dec. 2, 1993 6936 240 (LO.) Gen. 10,218 Francis M. McCarthy, Jr. Nov. 26, 1993 6936 241 (LO.) Gen. 10,219 Leo W. Shea et al Oct. 29, 1993 6760 279 (LO.) Gen. 10,220 Michael Cashman Dec. 6, 1993 6936 251 (LO.) Gen. 10,221 John F. Mixon, Jr. et al, Trs. Dec. 28, 1993 6936 232 (LO.) Gen. 10,222 Sterling Bank Jan. 25, 1994 6985 115 (LO.) Gen. 10,223 Robert W. Murray Jan. 17, 1994 6964 99 (LO.) Gen. 10,224 Boston Federal Savings Bank Jan. 3, 1994 6964 98 (LO.) Gen. 10,225 Walter E. Pendelton et al Feb. 18, 1994 6985 116 (LO.) Gen. 10,226 George Allen & Son Construction, Inc. Apr. 26, 1994 7074 289 (LO.) Gen. 10,228 William A. Cooke May 23, 1994 7103 334 (LO.) Gen. 10,229 Robert Murphy, Tr. May 23, 1994 7103 335 (LO.) Gen. 10,230 North Middlesex Construction Co.,Inc. July 21, 1994 7192 62 (LO.) Gen. 10,231 Robert D. MacLean et al June 1, 1994 7215 17 (LO.) Gen. 10,233 Joan Gould Sept. 1, 1994 7262 70 (LO.) Gen. 10,234 Patrick D. Mullaney et al, Trs. Sept. 12, 1994 7262 90 (LO.) Gen. 10,235 Stanley S. Whitten, Tr. Sept. 15, 1994 7262 110 (LO.) Gen. 10,236 Allen-Todd, Inc. Sept. 19, 1994 7262 115 (LO.) Gen. 10,237 Francis M. McCarthy, Jr., Tr. Sept. 27, 1994 7279 21 (LO.) Gen. 10,238 John J. Biagiotti Oct. 5, 1994 7279 13 (LO.) Gen. 10,239 John J. Biagiotti, Jr. et ux Oct. 5, 1994 7279 14 (LO.) Gen. 10,240 Deborah A. Biagiotti Oct. 5, 1994 7279 12 (LO.) Gen. 10,241 Francis E. Kling et ux Sept. 29, 1994 7301 209 (LO.) Gen. 10,242 Ronald Weatherbee et ux Oct. 19, 1994 7301 218 (LO.) Gen. 10,244 Shaw River, Inc. Sept. 30, 1994 7374 207 (LO.) Gen. 10,245 William J. O'Connell et ux Nov. 15, 1994 7374 206 (LO.) Gen. 10,246 Daniel T. Kindred, Tr. Dec. 2, 1994 7374 212 (LO.) Gen. 10,247 Daniel T. Kindred, Tr. Dec. 2, 1994 7374 213 (LO.) Gen. 10,248 Town of Billerica Nov. 4, 1994 7374 214 (LO.) Gen. 10,249 William A. Cooke Oct. 28, 1994 7374 215 (LO.) Gen. 10,250 Carroll W. Horan, Jr. et ux Oct. 26, 1994 7374 216 (LO.) Gen. 10,251 John L. McHugh, Jr. et ux Oct. 24, 1994 7374 217 (LO.) Gen. 10,252 Masskey Development Corp. Nov. 28, 1994 7374 209 (LO.) Gen. 10,253 James S. Lumbert Oct. 24, 1994 7374 208 (LO.) Gen. 10,254 Allen-Todd, Inc. Oct. 5, 1994 7254 71 (LO.) Gen. 10,255 Town of Billerica Nov. 17, 1994 7374 221 (LO.) Gen. 10,256 Henry J. Beecher et al Dec. 30, 1994 7396 340 (LO.) Gen. 10,257 William A. Cooke Dec. 30, 1994 7396 339 (LO.) Gen. 10,258 Town of Billerica Jan. 23, 1995 7396 338 (LO.) Gen. 10,259 John P. Miller, Executor Jan. 13, 1995 7396 333 (LO.) Gen. 10,260 Brookfield Construction Inc. Jan. 25, 1995 7411 164 (LO.) Gen. 10,261 Recorded with Middlesex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- John J. Carrozzi Sept. 17, 1993 149181 22349 (LO.) Gen. 10,206 George Allen and Son Construction, Inc. Mar. 22, 1994 153881 31254 (LO.) Gen. 10,227 Clark and Reid Company, Inc. July 28, 1994 156277 31351 (LO.) Gen. 10,232 Robert J. Pondelli et al, Trs. Oct. 24, 1994 156868 31128 (LO.) Gen. 10,243 31556 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- CHELMSFORD Granite Hill Farms Corporation Oct. 6, 1993 6771 20 (LO.) Gen. 5439 Telamos, Inc. April 24, 1994 7103 323 (LO.) Gen. 5440 Susan M. McCrensky, Tr. May 27, 1994 7112 160 (LO.) Gen. 5441 Applewood Construction Corp. June 30, 1994 7215 50 (LO.) Gen. 5442 Samuel W. Zouzas Aug. 17, 1994 7215 67 (LO.) Gen. 5443 A. Barry Paletta, Inc. Aug. 18, 1994 7262 80 (LO.) Gen. 5444 Locke Road Corporation July 26, 1994 7262 75 (LO.) Gen. 5445 T.B.G. Construction Company, Inc. Aug. 25, 1994 7221 214 (LO.) Gen. 5446 Charles A. Parlee et al Sept. 2, 1994 7262 96 (LO.) Gen. 5447 Robert M. Hicks, Inc. Sept. 7, 1994 7262 101 (LO.) Gen. 5448 Chris-Sco Corp. Oct. 11, 1994 7301 214 (LO.) Gen. 5451 Somerset Place, Inc. Nov. 11, 1994 7374 229 (LO.) Gen. 5452 Chelmsford Retirement, L.P., et al Jan. 10, 1995 7411 166 (LO.) Gen. 5453 Recorded with Middlesex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- James J. Mawn et al, Trs. Sept. 12, 1994 155952 13048 (LO.) Gen. 5449 Locke Road Corporation Sept. 30, 1994 156499 31416 (LO.) Gen. 5450 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- DRACUT Ronald R. Tremblay, Tr. Nov. 22, 1993 6936 233 (LO.) Gen. 8056 Wimbledon Crossing, Inc. Feb. 8, 1994 6964 102 (LO.) Gen. 8057 Peter T. Wasik et al, Trs. Mar. 4, 1994 7026 82 (LO.) Gen. 8058 Town of Dracut June 20, 1994 7140 325 (LO.) Gen. 8059 Edward J. Silva et al July 5, 1994 7215 29 (LO.) Gen. 8060 Dracut Terminals, Inc. Aug. 2, 1994 7215 56 (LO.) Gen. 8061 Gerald J. Lussier et al Oct. 14, 1994 7301 210 (LO.) Gen. 8062 Ronald R. Tremblay, Tr. Dec. 29, 1994 7397 4 (LO.) Gen. 8063 John A. Ogonowski et al Feb. 6, 1995 7396 345 (LO.) Gen. 8064 DUNSTABLE Kenneth A. Tully Sept. 28, 1993 6714 43 (WACH.) Gen. 2237 Richard E. Luce et al Dec. 13, 1993 6936 252 (WACH.) Gen. 2238 Martin B. Coppinger et ux Dec. 29, 1994 7374 218 (WACH.) Gen. 2239 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- LOWELL George Booras et al Sept. 22, 1993 6714 45 (LO.) Gen. 3892 Albert F. Lenzi Nov. 10, 1993 6806 234 (LO.) Gen. 3893 Missionary Oblates of Mary Immaculate, Inc. Dec. 2, 1993 6936 245 (LO.) Gen. 3894 Commonwealth of Massachu- setts, Department of Mental Health Feb. 23, 1994 7026 89 (LO.) Gen. 3895 Pallis Corp. Mar. 19, 1994 7074 290 (LO.) Gen. 3896 John F. Dowling et ux June 17, 1994 7140 334 (LO.) Gen. 3897 Lloyd M.Gordon et al, Trs. July 11, 1994 7192 57 (LO.) Gen. 3898 City of Lowell July 1, 1994 7215 33 (LO.) Gen. 3899 City of Lowell July 25, 1994 7215 18 (LO.) Gen. 3900 Corbett Development, Inc. Aug. 5, 1994 7215 62 (LO.) Gen. 3901 The City of Lowell Aug. 18, 1994 7262 87 (LO.) Gen. 3902 C.J. Field, Inc. Sept. 12, 1994 7262 105 (LO.) Gen. 3903 Totman Road Limited Partnership Sept. 9, 1994 7262 119 (LO.) Gen. 3904 Museum of American Textile History, Inc. Aug. 29, 1994 7262 131 (LO.) Gen. 3905 City of Lowell Dec. 21, 1979 2401 640 (LO.) Gen. 3906 City of Lowell Dec. 21, 1979 2401 655 (LO.) Gen. 3907 City of Lowell Dec. 21, 1979 2401 660 (LO.) Gen. 3908 Gerard A. Gagnon et ux Oct. 19, 1994 7307 84 (LO.) Gen. 3909 Robert L. Houghtaling et ux Oct. 26, 1994 7307 87 (LO.) Gen. 3910 Dorothy Greenler Oct. 19, 1994 7307 86 (LO.) Gen. 3911 Dennis Baribeault et ux Oct. 14, 1994 7307 85 (LO.) Gen. 3912 Roderick A. Mitchell et al, Trs. Oct. 24, 1994 7307 90 (LO.) Gen. 3914 Roderick A. Mitchell et al, Trs. Oct. 24, 1994 7307 95 (LO.) Gen. 3915 Millstone Properties, Inc. July 27, 1994 7374 233 (LO.) Gen. 3917 Robert J. Murphy Oct. 26, 1994 7374 211 (LO.) Gen. 3918 Robert J. Murphy Oct. 26, 1994 7374 210 (LO.) Gen. 3919 Ronald E. Belley, et ux Dec. 26, 1994 7374 219 (LO.) Gen. 3920 BDH One, Inc. June 23, 1994 7374 220 (LO.) Gen. 3921 Borden, Inc. June 23, 1994 7374 238 (LO.) Gen. 3922 Robert M. Hicks Jan. 13, 1995 7396 332 (LO.) Gen. 3923 St. Onge Appliance Co., Inc. Jan. 25, 1995 7411 177 (LO.) Gen. 3924 William P. McCann et al Feb. 21, 1995 Being Recorded (LO.) Gen. 3925 Recorded with Middlesex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- 1418 Middlesex Street Corporation Oct. 21, 1994 157659 28754 (LO.) Gen. 3913 Robert Gervais et al, Trs. Nov. 21, 1994 Being Recorded (LO.) Gen. 3916 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- TEWKSBURY Armando DeCarolis, Jr., Tr. July 30, 1992 6041 160 (LO.) Gen. 10,678 Robert P. Sullivan Dec. 3, 1993 6936 237 (LO.) Gen. 10,706 River Valley Development Corporation Dec. 12, 1993 6936 250 (LO.) Gen. 10,707 Chester G. Heald Jan. 11, 1994 6936 253 (LO.) Gen. 10,708 Anthony Salipante Jan. 25, 1994 6964 101 (LO.) Gen. 10,709 Norman O. Boudreau Jan. 24, 1994 6964 100 (LO.) Gen. 10,710 Barbara J. Hanson Feb. 22, 1994 6985 119 (LO.) Gen. 10,711 William G. Troy, Tr. Feb. 25, 1994 6985 123 (LO.) Gen. 10,712 Gerald S. Solimine et al Apr. 11, 1994 7074 288 (LO.) Gen. 10,714 Charles F. Karner et ux May 23, 1994 7112 154 (LO.) Gen. 10,715 Roland G. Gervais et ux June 14, 1994 7140 330 (LO.) Gen. 10,719 Wendy's Old Fashion Hamburgers of New York, Inc. July 22, 1994 7215 39 (LO.) Gen. 10,721 Telahc Properties, L.P. July 26, 1994 7215 24 (LO.) Gen. 10,722 Town of Tewksbury July 27, 1994 7215 45 (LO.) Gen. 10,723 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Andrew R. Letourneau Aug. 26, 1994 7262 69 (LO.) Gen. 10,724 Marc P. Ginsburg and Sons, Inc. Sept. 5, 1994 7262 73 (LO.) Gen. 10,725 Marc P. Ginsburg et al Sept. 5, 1994 7262 71 (LO.) Gen. 10,726 Lorraine E. Atkins a/k/a Abkowitz Aug. 24, 1994 7262 72 (LO.) Gen. 10,727 Town of Tewksbury Sept. 27, 1994 7301 208 (LO.) Gen. 10,728 Town of Tewksbury Oct. 7, 1994 94 3 (LO.) Gen. 10,729 Marc P. Ginsburg and Sons, Inc. Dec. 5, 1994 7374 205 (LO.) Gen. 10,730 Muro Pharmaceutical, Inc. Dec. 8, 1994 7374 243 (LO.) Gen. 10,731 Francis A. Velozo Dec. 22, 1994 7374 222 (LO.) Gen. 10,732 Robert J. Pondelli et al, Trs. Dec. 13, 1994 7396 350 (LO.) Gen. 10,733 Joseph D. Germano, Tr. Dec. 1, 1994 7396 335 (LO.) Gen. 10,734 Anthony A. Salipante, Tr. Jan. 23, 1995 7396 337 (LO.) Gen. 10,735 Timothy D. Sullivan Jan. 11, 1995 7396 341 (LO.) Gen. 10,736 Recorded with Middlesex North Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Daniel R. Delorey, Jr. et al June 3, 1994 154679 16093 (LO.) Gen. 10,716 William G. Troy et al Nov. 20, 1987 102931 24851 (LO.) Gen. 10,720 Recorded with Middlesex North District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- TYNGSBOROUGH Bridge Meadow Development Corp. Sept. 23, 1993 6726 298 (LO.) Gen. 896 Gower Corporation Oct. 29, 1993 6806 229 (LO.) Gen. 897 Keith B. Caples et al Aug. 23, 1994 7262 92 (LO.) Gen. 898 Sequoia Drive Development Corporation Aug. 23, 1994 7262 124 (LO.) Gen. 899 AM Development Corporation Sept. 14, 1994 7279 8 (LO.) Gen. 11,500 E. Scott Connell Sept. 13, 1994 7279 15 (L0.) Gen. 11,501 Apollo J. Cricones Oct. 24, 1994 7307 97 (LO.) Gen. 11,502 Julian Cohen et al, Trs. Mar. 6, 1995 Being Recorded (LO.) Gen. 11,503 WESTFORD Terrance L. Queenan, Inc. Sept. 8, 1993 6704 3 (LO.) Gen. 9130 Edward W. Aichinger, Jr. et ux Sept. 15, 1993 7103 327 (LO.) Gen. 9131 Bentley Building Corp. Oct. 5, 1993 6771 26 (LO.) Gen. 9132 Michael D. Tancreti et al, Trs. Apr. 6, 1994 7074 295 (LO.) Gen. 9133 Greystone Realty Trust May 19, 1994 7103 330 (LO.) Gen. 9134 Bentley Building Corp. June 2, 1994 7140 321 (LO.) Gen. 9135 Robert P. Tierney, Tr. July 19, 1994 7192 53 (LO.) Gen. 9136 Fifth Summer Street Development Corp. Sept. 27, 1994 7279 3 (LO.) Gen. 9137 Robert M. Hicks Realty Corp. Nov. 14, 1994 7374 223 (LO.) Gen. 9138 Louis Dinkel et al Feb. 4, 1995 7397 10 (LO.) Gen. 9139 All and the same rights in lands in Ayer, Everett, Malden, Marlborough, Medford, Melrose, and Pepperell, Middlesex County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Middlesex South District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- AYER Long Pond, Inc. Nov. 3, 1993 23862 175 (WACH.) Gen. 375 Recorded with Middlesex South District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- EVERETT City of Everett Aug. 9, 1994 25001 523 (MAL.) Gen. 512 Joseph R. Piazza et al, Trs. Oct. 11, 1994 Being Recorded (MAL.) Gen. 513 The Glanz/Englander Limited Partnership Oct. 13, 1994 25205 504 (MAL.) Gen. 514 MALDEN American Stores Properties, Inc. Sept. 17, 1993 24101 145 (MAL.) Gen. 2102 Margaret M. Baldwin Jan. 5, 1994 24710 486 (MAL.) Gen. 2103 Mary Fitzpatrick Jan. 20, 1994 Being Recorded (MAL.) Gen. 2104 318 Main Street Corp. May 25, 1994 Being Recorded (MAL.) Gen. 2106 Trek Realty Corp. July 13, 1994 25001 503 (MAL.) Gen. 2107 Peter Maggio, Tr. Sept. 8, 1994 25001 534 (MAL.) Gen. 2109 Robert J. Maguire et al Feb. 2, 1995 Being Recorded (MAL.) Gen. 2110 Rivers Construction, Inc. Nov. 30, 1994 Being Recorded (MAL.) Gen. 2111 Terence P. Tully et ux Jan. 26, 1995 Being Recorded (MAL.) Gen. 2112 Donald A. Gianquitto, Tr. Jan. 25, 1995 Being Recorded (MAL.) Gen. 2113 Loretta Crugnale Mar. 8, 1995 Being Recorded (MAL.) Gen. 2114 Domenic Crugnale et al Mar. 8, 1995 Being Recorded (MAL.) Gen. 2115 MARLBOROUGH City of Marlborough May 23, 1994 Being Recorded (WOR.SUB.)Gen. 6103 Peter Gallipeau, Tr. June 6, 1994 24710 503 (WOR.SUB.)Gen. 6104 Summer Sudbury Limited Partnership July 11, 1994 25001 511 (WOR.SUB.)Gen. 6105 Gary L. Brown Aug. 23, 1994 Being Recorded (WOR.SUB.)Gen. 6106 CC Estates Limited Partnership Aug. 4, 1994 Being Recorded (WOR.SUB.)Gen. 6107 Stephen A. Baldelli Aug. 29, 1994 Being Recorded (WOR.SUB.)Gen. 6108 Cummings Properties of Marlborough, Inc. Sept. 21, 1994 25001 528 (WOR.SUB.)Gen. 6109 R. K. Associates, Inc. Jan. 19, 1995 Being Recorded (WOR.SUB.)Gen. 6110 Charles Butcher Jan. 13, 1995 Being Recorded (WOR.SUB.)Gen. 6111 Niel Fossile et al, Trs. Jan. 26, 1995 Being Recorded (WOR.SUB.)Gen. 6112 Charles K. Ribakoff, II Mar. 16, 1995 Being Recorded (WOR.SUB.)Gen. 6113 MEDFORD Antonio A. Ioakim Dec. 30, 1993 24710 487 (MAL.) Gen. 2673 William J. Corcoran et al Mar. 11, 1994 24710 492 (MAL.) Gen. 2674 Gladys M. Lashoto Apr. 7, 1994 24710 493 (MAL.) Gen. 2675 Daniel L. Freedman et al, Trs. May 10, 1994 Being Recorded (MAL.) Gen. 2676 Antoinette Frammartino May 26, 1994 24710 500 (MAL.) Gen. 2677 Matthew Simpson et al June 8, 1994 24710 507 (MAL.) Gen. 2678 Robert Querze et al Oct. 1, 1994 25001 533 (MAL.) Gen. 2679 Star Markets Company, Inc. Oct. 21, 1994 Being Recorded (MAL.) Gen. 2680 Star Markets Company Inc. Feb. 3, 1995 Being Recorded (MAL.) Gen. 2681 MELROSE Richard C. Sawtelle July 5, 1994 25001 517 (MAL.) Gen. 1178 Thomas J. DeFronzo et al Jan. 18, 1995 Being Recorded (MAL.) Gen. 1179 PEPPERELL C Y Realty Corporation Aug. 25, 1993 24101 144 (WACH.) Gen. 1051 Russell LaPorte Nov. 23, 1993 24101 142 (WACH.) Gen. 1052 James V. DeCarolis Nov. 12, 1993 24101 148 (WACH.) Gen. 1053 Glenda L. Lewis Dec. 1, 1993 24101 147 (WACH.) Gen. 1054 Stephen T. Foley, Tr. Dec. 17, 1993 24101 146 (WACH.) Gen. 1055 Patrick J. Flaherty et al Jan. 6, 1994 Being Recorded (WACH.) Gen. 1056 George Morey et al Feb. 14, 1994 24710 494 (WACH.) Gen. 1058 Alan Herbert Shea et al May 18, 1994 24710 498 (WACH.) Gen. 1060 Russell P. LaPorte May 23, 1994 24710 499 (WACH.) Gen. 1061 Brian D. Lurvey July 13, 1994 25001 522 (WACH.) Gen. 1062 John W. Boisseau et al Jan. 17, 1995 Being Recorded (WACH.) Gen. 1063 Deca Corporation Jan. 17, 1995 Being Recorded (WACH.) Gen. 1064 Recorded with Middlesex South District Deeds --------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Richard M. Marquis et ux Jan. 20, 1995 Being Recorded (WACH.) GEn. 1065 James J. Morrissey, Tr. Jan. 27, 1995 Being Recorded (WACH.) Gen. 1066 James G. Stefely et al Jan. 25, 1995 Being Recorded (WACH.) Gen. 1067 John Harrison et al, Trs Feb. 27, 1995 Being Recorded (WACH.) Gen. 1068 All and the same lands and rights in lands in Bellingham, Foxborough, Franklin, Holbrook, Plainville, Quincy, Randolph, Weymouth, and Wrentham, Norfolk County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Norfolk County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- BELLINGHAM Kathleen T. Dufresne et al Sept. 17, 1994 10709 213 (WOR.SUB.)Gen. 2994 Burton E. Rhodes et al, Trs. Sept. 28, 1994 10709 229 (WOR.SUB.)Gen. 2995 FOXBOROUGH Mayfair Realty & Development Company, Inc. Aug. 20, 1993 10140 404 (WOR.SUB.)Gen. 2233 Alan H. Okstein et al, Trs. Jan. 14, 1994 10392 95 (WOR.SUB.)Gen. 2234 Skanco Sharon-Foxboro Development, Inc. Mar. 15, 1994 10444 25 (WOR.SUB.)Gen. 2235 Pierino DiMascio et al, Trs. Mar. 22, 1994 10502 175 (WOR.SUB.)Gen. 2236 Intoccia Construction Company, Inc. Mar. 29, 1994 10502 180 (WOR.SUB.)Gen. 2237 Ronald J. Horta et al Apr. 4, 1994 10502 171 (WOR.SUB.)Gen. 2238 Michael T. Intoccia Mar. 29, 1994 10502 186 (WOR.SUB.)Gen. 2239 Intoccia Construction Company, Inc. Mar. 29, 1994 10502 167 (WOR.SUB.)Gen. 2240 Reservoir Estates, Inc. June 29, 1994 10623 449 (WOR.SUB.)Gen. 2241 Arthur E. Rounds et al Aug. 4, 1994 10669 613 (WOR.SUB.)Gen. 2242 Skanco Sharon-Foxboro Development, Inc. Jan. 12, 1995 Being Recorded (WOR.SUB.)Gen. 2243 FRANKLIN Michael Mavrides et al Sept. 16, 1993 10140 400 (WOR.SUB.)Gen. 5348 Holiday Construction Company, Inc. Sept. 16, 1993 10140 401 (WOR.SUB.)Gen. 5349 Robert B. Brown Sept. 17, 1993 10140 403 (WOR.SUB.)Gen. 5350 Daniel G. Ranieri et ux Oct. 28, 1993 10256 480 (WOR.SUB.)Gen. 5351 W.G.B. Construction Company, Inc. Oct. 18, 1993 10256 481 (WOR.SUB.)Gen. 5352 City Mill Corporation Dec. 14, 1993 10392 93 (WOR.SUB.)Gen. 5353 Tri D Development Corporation Oct. 29, 1993 10392 94 (WOR.SUB.)Gen. 5354 Jordan Heights Development Corp. Jan. 11, 1994 10392 89 (WOR.SUB.)Gen. 5355 MAC Homes, Inc. Jan. 12, 1994 10392 92 (WOR.SUB.)Gen. 5356 J.C. Land Developers, Inc. Dec. 10, 1993 10392 91 (WOR.SUB.)Gen. 5358 Rice Associates, Inc. Feb. 16, 1994 10444 33 (WOR.SUB.)Gen. 5359 Joseph R. Lenzi Feb. 18, 1994 10444 39 (WOR.SUB.)Gen. 5360 Marguerite Family Trust Mar. 7, 1994 10444 40 (WOR.SUB.)Gen. 5361 Skyline Farms Limited Partnership Apr. 19, 1994 10546 616 (WOR.SUB.)Gen. 5362 John Padula Apr. 20, 1994 10546 617 (WOR.SUB.)Gen. 5363 Dunster Homes, Inc. Apr. 29, 1994 10546 619 (WOR.SUB.)Gen. 5364 J.C. Colella, Jr. et al May 13, 1994 10546 618 (WOR.SUB.)Gen. 5365 Anthony W. Sottile et al, Trs. May 16, 1994 10546 625 (WOR.SUB.)Gen. 5366 Nicholas Stivaletta, Tr. June 10, 1994 10573 592 (WOR.SUB.)Gen. 5367 Gerard C. Lorusso, Tr. July 8, 1994 10623 466 (WOR.SUB.)Gen. 5368 William A. Symmes et al July 14, 1994 10669 611 (WOR.SUB.)Gen. 5369 Cobblestone Builders, Inc. Aug. 16, 1994 10669 615 (WOR.SUB.)Gen. 5370 DiPlacido Development Corp. Sept. 22, 1994 10709 220 (WOR.SUB.)Gen. 5371 C & M Realty,Inc. Oct. 27, 1994 10796 458 (WOR.SUB.)Gen. 5372 Joel W. D'Errico Nov. 7, 1994 10796 463 (WOR.SUB.)Gen. 5373 Bruce Hunchard et al Mar. 13, 1995 Being Recorded (WOR.SUB.)Gen. 5374 Town of Franklin Mar. 2, 1995 Being Recorded (WOR.SUB.)Gen. 5375 Margaret Shirley Small et al Mar. 15, 1995 Being Recorded (WOR.SUB.)Gen. 5376 Recorded with Norfolk County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- HOLBROOK Catherine Kane, Tr. Nov. 28, 1994 10796 483 (WEY.) Gen. 458 Holbrook Heights Corp. Feb. 8, 1995 Being Recorded (WEY.) Gen. 459 PLAINVILLE Theresa L. Salvucci et al, Tr. June 15, 1994 10573 599 (WOR.SUB.)Gen. 2759 Higgins Mobilehomes Inc. July 12, 1994 10623 439 (WOR.SUB.)Gen. 2760 Whatmough Corporation Oct. 3, 1994 10796 501 (WOR.SUB.)Gen. 2761 MG Limited Partnership Jan. 19, 1995 Being Recorded (WOR.SUB.)Gen. 2762 Michael F. Cacciapaglia et al Mar. 13, 1995 Being Recorded (WOR.SUB.)Gen. 2763 QUINCY Louis J. Grossman et al, Trs. Nov. 16, 1994 10796 474 (Q.) Gen. 269 RANDOLPH Donald B. Adams et al July 18, 1994 10623 465 (WEY.) Gen. 673 James M. Barbati, Tr. July 21, 1994 10669 612 (WEY.) Gen. 674 Richard P. McCarthy et al, Trs. Aug. 24, 1994 10669 614 (WEY.) Gen. 676 Mario Schiavo et al, Trs. Nov. 21, 1994 10796 497 (WEY.) Gen. 677 Joseph W. Daly Nov. 18, 1994 Being Recorded (WEY.) Gen. 678 Jan Waszkiewicz et al, Trs. Mar. 2, 1995 Being Recorded (WEY.) Gen. 679 Recorded with Norfolk County Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Serono Laboratories, Inc. May 10, 1994 697019 137827 (WEY.) Gen. 672 Recorded with Norfolk County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- WEYMOUTH Michael Perriello et al Nov. 24, 1993 10392 105 (WEY.) Gen. 867 Ryder Development Corp. May 30, 1994 10573 583 (WEY.) Gen. 868 William F. King, Tr. Sept. 12, 1994 10709 218 (WEY.) Gen. 869 WRENTHAM Creek Street Corporation Jan. 12, 1994 10392 100 (WOR.SUB.)Gen. 2388 Cynthia R. Treannie, Tr. March 9, 1994 10444 9 (WOR.SUB.)Gen. 2390 Alexander Capitol Development Corp. Feb. 28, 1994 Being Recorded (WOR.SUB.)Gen. 2391 Edward J. Geishecker et ux May 20, 1994 10573 603 (WOR.SUB.)Gen. 2393 John F. McTernan July 12, 1994 10623 443 (WOR.SUB.)Gen. 2394 Stephen A. Schairer et al July 14, 1994 10623 453 (WOR.SUB.)Gen. 2395 Bailey and Zahner Builders, Inc. July 18, 1994 10623 457 (WOR.SUB.)Gen. 2396 Howard W. Bailey, Tr. July 18, 1994 10623 461 (WOR.SUB.)Gen. 2397 Four Oaks Corp. Oct. 30, 1994 10796 467 (WOR.SUB.)Gen. 2398 Crescent Builders, Inc. Nov. 14, 1994 10796 489 (WOR.SUB.)Gen. 2399 Cherokee Development Corp. Jan. 26, 1995 Being Recorded (WOR.SUB.)Gen. 2400 Leo A. Pare Feb. 6, 1995 Being Recorded (WOR.SUB.)Gen. 2401 Recorded with Norfolk County Registry District of the Land Court ----------------- Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Wrentham Village Corp. May 17, 1994 694302 135363 (WOR.SUB.)Gen. 2392 All and the same rights in lands in Revere and Winthrop, Suffolk County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments: Recorded with Suffolk County Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- REVERE Richard C. DiMare, Tr. Aug. 23, 1993 18563 35 (SUB.) Gen. 704 WINTHROP Loretta B. Scimone, Tr. Dec. 22, 1994 Being Recorded (SUB.) Gen. 926 All and the same lands and rights in lands in Athol, Auburn, Barre, Berlin, Blackstone, Bolton, Brookfield, Charlton, Clinton, Douglas, Dudley, Gardner, Grafton, Hardwick, Harvard, Hopedale, Hubbardston, Lancaster, Leicester, Mendon, Milford, Millbury, Millville, New Braintree, Northborough, Northbridge, Oxford, Petersham, Phillipston, Royalston, Rutland, Southborough, Southbridge, Spencer, Sturbridge, Sutton, Templeton, Upton, Uxbridge, Warren, Webster, Westborough, West Boylston, West Brookfield, and Worcester, Worcester County, Massachusetts, which were conveyed to Massachusetts Electric Company by the following instruments (conveying rights of way unless otherwise indicated): Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- ATHOL John B. Phillips, Jr. et ux Nov. 10, 1994 16736 28 (ATHOL) Gen. 1422 Charles E. Martel, Jr. et al Dec. 19, 1994 16866 252 (ATHOL) Gen. 1423 Kelly D. Walsh et al Jan. 25, 1995 16946 336 (ATHOL) Gen. 1424 AUBURN B.A. Sundin & Son, Inc. Aug. 31, 1993 15627 155 (WOR.) Gen. 1946 The Auburn Masonic Charitable Association, Inc. Jan. 10, 1994 16097 256 (WOR.) Gen. 1947 Mediplex of Massachusetts, Inc. Feb. 2, 1994 16097 264 (WOR.) Gen. 1948 Auburn Housing Authority Feb. 4, 1994 16097 268 (WOR.) Gen. 1949 Randy F. Kusy Apr. 25, 1994 16294 41 (WOR.) Gen. 1950 B. A. Sundin and Son, Inc. July 1, 1994 16496 56 (WOR.) Gen. 1951 Auburn Water District Sept. 8, 1994 16633 229 (WOR.) Gen. 1952 John D. Deshaies, Jr. et ux Dec. 22, 1994 16866 250 (WOR.) Gen. 1953 Paul A. Gemme et ux Dec. 21, 1994 16866 249 (WOR.) Gen. 1954 Auburn Housing Authority Feb. 8, 1995 16946 272 (WOR.) Gen. 1955 BARRE Robert D. Wetmore et al Oct. 31, 1994 16736 38 (GARD.) Gen. 1596 John H. Pearson, Jr. Jan. 9, 1995 16866 256 (GARD.) Gen. 1597 Stephen R. Hosley et ux Jan. 10, 1995 16946 331 (GARD.) Gen. 1598 Charles P. Hattenburg et al Feb. 14, 1995 16946 282 (GARD.) Gen. 1599 BERLIN Roy C. Smith, Tr. Oct. 14, 1993 15694 216 (WOR.SUB.) Gen. 1272 BLACKSTONE Jeffrey P. Marchand Dec. 10, 1993 16009 133 (WOR.SUB.)Gen. 1152 John Castagnaro et al Aug. 24, 1994 16585 146 (WOR.SUB.)Gen. 1154 Arrowhead Holding Corporation Sept. 28, 1994 16663 122 (WOR.SUB.)Gen. 1155 BOLTON Jefferson Gould et al Nov. 5, 1993 15854 276 (WOR.SUB.)Gen. 1640 John J. Spero, Tr. Nov. 3, 1993 15854 268 (WOR.SUB.)Gen. 1641 Spero Construction Company, Inc. Nov. 3, 1993 15854 272 (WOR.SUB.)Gen. 1642 Christopher Tracey et al, Trs. June 6, 1994 16432 264 (WOR.SUB.)Gen. 1643 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- BROOKFIELD Brookfield, Inhabitants of the Town of July 12, 1994 16496 86 (CENT.M) Gen. 1417 CHARLTON Gary Jennings July 11, 1994 16446 216 (WOR.) Gen. 482 CLINTON Russell W. Troupe Sept. 27, 1993 15629 3 (WACH.) Gen. 2194 Melanson Bros., Inc. Feb. 19, 1994 16145 69 (WACH.) Gen. 2195 Russell W. Troupe, Sr. Mar. 26, 1994 16204 248 (WACH.) Gen. 2196 Russell W. Troupe, Sr. July 30, 1994 16544 92 (WACH.) Gen. 2197 George W. Duchnowski Jan. 12, 1995 16946 333 (WACH.) Gen. 2198 Ronald James Boston et al Feb. 7, 1995 16946 279 (WACH.) Gen. 2199 DOUGLAS Guaranteed Builders and Developers, Inc. Sept. 7, 1993 15604 209 (WOR.SUB.)Gen. 3734 Kentco Development, Inc. Oct. 14, 1993 15694 220 (WOR.SUB.)Gen. 3735 Joseph H. Gresian et al Oct. 21, 1993 15796 113 (WOR.SUB.)Gen. 3737 Baltic Realty Corporation Nov. 12, 1993 15796 121 (WOR.SUB.)Gen. 3738 Audet Builders, Inc. July 6, 1994 16446 230 (WOR.SUB.)Gen. 3739 John A. Taylor July 5, 1994 16446 220 (WOR.SUB.)Gen. 3740 Douglas Hills Corporation July 11, 1994 16496 45 (WOR.SUB.)Gen. 3741 Nancy S. Besardi June 30, 1994 16496 64 (WOR.SUB.)Gen. 3742 Town of Douglas Aug. 31, 1994 16633 190 (WOR.SUB.)Gen. 3743 John A. McPherson et al Sept. 19, 1994 16633 210 (WOR.SUB.)Gen. 3744 Taycor, Inc. Sept. 26, 1994 16663 126 (WOR.SUB.)Gen. 3745 Asif Makani et al Oct. 26, 1994 16707 69 (WOR.SUB.)Gen. 3746 Kenneth E. Marsters Dec. 12, 1994 16866 195 (WOR.SUB.)Gen. 3747 Earle M. Marsters et al, Trs. Dec. 12, 1994 16866 188 (WOR.SUB.)Gen. 3748 Earle M. Marsters et al, Trs. Dec. 12, 1994 16866 215 (WOR.SUB.)Gen. 3749 Kevin R. Deschene et al, Trs. Jan. 23, 1995 16946 253 (WOR.SUB.)Gen. 3750 DUDLEY Kimberly P. Deary et al Oct. 5, 1993 15666 81 (WOR.) Gen. 7126 Gary Rousseau Dec. 2, 1993 15904 42 (WOR.) Gen. 7127 Conrad M. Allen et ux Jan. 7, 1994 16009 142 (WOR.) Gen. 7128 Roland V. Still et al Jan. 27, 1994 16046 385 (WOR.) Gen. 7129 WESO Broadcasting Corporation Dec. 29, 1993 16097 252 (WOR.) Gen. 7130 Ronald K. Martin Sept. 23, 1993 15629 4 (WOR.) Gen. 7131 Daniel L. Cadarette July 22, 1994 16510 53 (WOR.) Gen. 7132 Robert A. Caron et ux Sept. 30, 1994 16663 144 (WOR.) Gen. 7133 Guenther & Sabaj Builders, Inc. Oct. 20, 1994 16707 71 (WOR.) Gen. 7134 William J. Woodcock, Sr., et ux Nov. 29, 1994 16828 255 (WOR.) Gen. 7135 Daniel T. Colella, Jr. et ux Nov. 26, 1994 16828 254 (WOR.) Gen. 7136 Nichols College Nov. 15, 1994 16828 298 (WOR.) Gen. 7137 Dorothy A. Mann Jan. 9, 1995 16866 243 (WOR.) Gen. 7138 Arthur Vallee et al Feb. 28, 1995 16946 354 (WOR.) Gen. 7139 GARDNER Roger H. Ruhsenberger Sept. 27, 1993 15629 2 (GARD.) Gen. 948 Dymek Custom Builders, Inc. Nov. 1, 1993 15796 120 (GARD.) Gen. 949 Lawrence Builders Company, Incorporated Nov. 1, 1993 15796 119 (GARD.) Gen. 950 Eugene R. LeBlanc, Tr. Dec. 3, 1993 15919 332 (GARD.) Gen. 951 Richard R. Goss Mar. 31, 1994 16259 44 (GARD.) Gen. 953 Donald W. Lemieux et ux June 23, 1994 16496 76 (GARD.) Gen. 954 Brian Carlson Custom Homes, Inc. Mar. 10, 1995 16946 351 (GARD.) Gen. 955 Alfred J. Cormier Feb. 27, 1995 16946 353 (GARD.) Gen. 956 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- GRAFTON Fairhaven Associates, Inc. June 10, 1994 16432 275 (WOR.SUB.) Gen. 169 Robert A. Fleming, Sr. et al Apr. 8, 1994 16496 60 (WOR.SUB.) Gen. 170 Sean S. Padgett et ux Oct. 3, 1994 16663 104 (WOR.SUB.) Gen. 171 HARDWICK Philip D. Jurczyk Nov. 22, 1994 16828 261 (CENT.M.) Gen. 2039 HARVARD Joanne M. Williamson Apr. 26, 1994 16275 262 (WACH.) Gen. 279 HOPEDALE Louis J. Costanza et al Dec. 5, 1994 16866 199 (WOR.SUB.)Gen. 3158 BayBank Dec. 15, 1994 16946 322 (WOR.SUB.)Gen. 3159 Town of Hopedale Mar. 6, 1995 Being Recorded (WOR.SUB.)Gen. 3160 HUBBARDSTON Muir's Incorporated Aug. 31, 1993 15604 216 (GARD.) Gen. 3177 Hilary Scott Aug. 28, 1993 15604 215 (GARD.) Gen. 3178 Covin Development and Builders, Inc. Sept. 2, 1993 15604 206 (GARD.) Gen. 3179 Joseph P. Ruscito et al Nov. 16, 1993 15904 40 (GARD.) Gen. 3180 Brian K. Rosa Nov. 8, 1993 16294 39 (GARD.) Gen. 3181 George M. Sherback et al Nov. 4, 1993 16294 40 (GARD.) Gen. 3182 Genevieve T. Poirier July 19, 1994 16496 94 (GARD.) Gen. 3183 Steven J. Cyganiewicz et ux Aug. 19, 1994 16707 67 (GAED.) Gen. 3184 William T. Bowne, Jr. et al Dec. 7, 1994 16828 258 (GARD.) Gen. 3185 Barbara C. Chapman Dec. 5, 1994 16828 262 (GARD.) Gen. 3186 Mark T. Beauvais et al Jan. 19, 1995 16946 332 (GARD.) Gen. 3187 LANCASTER John B. Bates et al, Tr. Nov. 4, 1994 16736 18 (WACH.) Gen. 2403 LEICESTER Ronald Bouthiller Sept. 9, 1993 15666 74 (WOR.) Gen. 1570 Muriel Dube Nov. 2, 1993 15796 118 (WOR.) Gen. 1571 Paul A. Burlingame et al Apr. 11, 1994 16275 267 (WOR.) Gen. 1572 Rochdale Commons Partnership July 22, 1994 16510 55 (WOR.) Gen. 1573 Inhabitants of the Town of Leicester Nov. 1,1994 16736 23 (WOR.) Gen. 1574 MENDON Domingos Afonso et al, Trs. June 28, 1994 16432 281 (WOR.SUB.)Gen. 6303 Salvatore J. Tinio, Tr. July 7, 1994 16496 69 (WOR.SUB.)Gen. 6304 William F. Hulbig et al, Trs. Feb. 10, 1995 16946 289 (WOR.SUB.)Gen. 6305 MILFORD Mikals Construction Corp., Inc. Aug. 18, 1993 15904 43 (WOR.SUB.)Gen. 6002 Paul Casasanta et al, Trs. Oct. 4, 1993 15647 301 (WOR.SUB.)Gen. 6003 Rosemary Cerqueira, Tr. Dec. 21, 1993 16009 134 (WOR.SUB.)Gen. 6005 Samuel V. Longo, Jr., Tr. Dec. 14, 1993 16009 132 (WOR.SUB.)Gen. 6006 Route 495 Commerce Park Limited Partnership July 18, 1994 16585 169 (WOR.SUB.)Gen. 6007 American Stores Properties, Inc. Aug. 24, 1994 16633 183 (WOR.SUB.)Gen. 6008 Mikals Construction Co., Inc. Oct. 17, 1994 16707 70 (WOR.SUB.)Gen. 6009 Milford Federal Savings and Loan Association Nov. 7, 1994 16736 32 (WOR.SUB.)Gen. 6010 Charles F. Doe, Jr., Trs. Nov. 22, 1994 16828 273 (WOR.SUB.)Gen. 6011 Milford Housing Authority Dec. 8, 1994 16866 231 (WOR.SUB.)Gen. 6012 Vincent E. Farese, Tr. Dec. 7, 1994 16946 313 (WOR.SUB.)Gen. 6013 Clement Construction, Inc. Mar. 3, 1995 16946 379 (WOR.SUB.)Gen. 6014 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- MILLBURY New England Power Company (Fee) Oct. 6, 1993 16828 303 (WORSUB.)Gen. 5111d Ernest R. Chevalier Oct. 19, 1993 15919 337 (WOR.SUB.)Gen. 5112 Massachusetts Turnpike Authority Jan. 31, 1995 16946 343 (WOR.SUB.)Gen. 5113 MILLVILLE James F. Smith Jan. 31, 1994 16145 56 (WOR.SUB.) Gen. 818 James F. Smith Mar. 22, 1994 16204 247 (WOR.SUB.) Gen. 819 James F. Smith Feb. 17, 1995 16946 252 (WOR.SUB.) Gen. 820 NEW BRAINTREE Steven W. Galligan et al Sept. 7, 1993 15694 221 (GARD.) Gen. 1057 Roger E. Gaudreau Nov. 22, 1993 15904 39 (GARD.) Gen. 1058 Steven W. Galligan et ux Oct. 11, 1994 16663 135 (GARD.) Gen. 1059 NORTHBOROUGH Kendall Homes, Inc. Jan. 24, 1994 16020 173 (WOR.SUB.)Gen. 5812 Kendall Homes, Inc. Jan. 24, 1994 16020 194 (WOR.SUB.)Gen. 5813 Warren S. Oberg Sept. 23, 1994 16663 108 (WOR.SUB.)Gen. 5814 ABU Construction, Inc. Oct. 12, 1994 16681 45 (WOR.SUB.)Gen. 5815 Jeanne L. Delaney et al, Trs. Nov. 17, 1994 16828 267 (WOR.SUB.)Gen. 5816 Raytheon Company (Fee) Dec. 2, 1994 16795 212 (WOR.SUB.)Gen. 5817 Wellen Construction Inc. Dec. 23, 1994 16946 307 (WOR.SUB.)Gen. 5818 Thomas A. Krouse et al Jan. 24, 1995 16946 260 (WOR.SUB.)Gen. 5819 NORTHBRIDGE Richard G. Perry Aug. 31, 1993 15604 208 (WOR.SUB.) Gen. 294 The Shop at Whitinsville Oct. 18, 1993 16009 131 (WOR.SUB.) Gen. 295 Gary D. Kidd, Tr. Dec. 8, 1993 16009 157 (WOR.SUB.) Gen. 296 St. Camillus Institute, Inc. June 9, 1994 16397 24 (WOR.SUB.) Gen. 297 Blackstone-Chicago Corporation, Tr. Jan. 27, 1994 16145 62 (WOR.SUB.) Gen. 298 Tammy A. Renaud et al Apr. 15, 1994 16275 261 (WOR.SUB.) Gen. 299 G.F. Homes Corporation June 21, 1994 16432 285 (WOR.SUB.)Gen. 6200 Henry W. Coz July 8, 1994 16510 54 (WOR.SUB.)Gen. 6201 John P. Miersma et al Oct. 11, 1994 16663 141 (WOR.SUB.)Gen. 6203 South Middlesex Non-Profit Housing Corporation Nov. 10, 1994 16736 34 (WOR.SUB.)Gen. 6205 Patrick H. Mahoney et al Nov. 17, 1994 16828 277 (WOR.SUB.)Gen. 6206 Beaumont Nursing Home, Inc. Nov. 28, 1994 16866 237 (WOR.SUB.)Gen. 6207 P.C.K. Limited Partnership Jan. 10, 1995 16946 314 (WOR.SUB.)Gen. 6208 OXFORD Donald P. Morin Sept. 2, 1993 15604 201 (WOR.) Gen. 6157 Dennis M. Corey, Sr. Sept. 3, 1993 15554 21 (WOR.) Gen. 6158 Andrew Malkoski et al Sept. 27, 1993 15629 1 (WOR.) Gen. 6159 Dennis M. Corey, Sr. Sept. 3, 1993 15554 21 (WOR.) Gen. 6160 Santo J. DiDonato Jan. 15, 1994 16097 253 (WOR.) Gen. 6161 Jonathan E. Ricketts Jan. 10, 1994 16009 151 (WOR.) Gen. 6162 William S. Lacki et al Jan. 21, 1994 16046 384 (WOR.) Gen. 6163 Jean Bonard Apr. 1, 1994 16204 249 (WOR.) Gen. 6164 Escape Estates, Inc. June 3, 1994 16432 269 (WOR.) Gen. 6165 Linda W. Halloran et al July 13, 1994 16496 95 (WOR.) Gen. 6166 Central Region Builders Corp. Aug. 29, 1994 16585 153 (WOR.) Gen. 6167 Richard S. Daigneault et ux Sept. 15, 1994 16633 208 (WOR.) Gen. 6168 Spiros Tsetsos et ux Sept. 2, 1994 16633 216 (WOR.) Gen. 6169 Stratton P. Vitikos Oct. 5, 1994 16663 142 (WOR.) Gen. 6170 Peter D. Starkus et al Oct. 31, 1994 16736 37 (WOR.) Gen. 6171 Joseph P. Boucher et ux Nov. 8, 1994 16736 36 (WOR.) Gen. 6172 McDonald's Corporation Dec. 9, 1994 16828 292 (WOR.) Gen. 6173 H.O. Wire Co., Inc. Feb. 2, 1995 16946 325 (WOR.) Gen. 6174 Richard V. Provencher Jan. 17, 1995 16946 324 (WOR.) Gen. 6175 John Williams Feb. 26, 1995 16946 356 (WOR.) Gen. 6176 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- PETERSHAM Marc E. Duguay et al Feb. 16, 1995 16946 283 (ATHOL) Gen. 1304 PHILLIPSTON Brian M. Harris et al Nov. 18, 1994 16828 250 (GARD.) Gen. 231 Clifford F. Batchelor Nov. 9, 1994 16828 249 (GARD.) Gen. 232 Richard P. Geyster, Jr. Feb. 15, 1995 16946 281 (GARD.) Gen. 233 Leroy P. Gibbs Jan. 8, 1995 16946 280 (GARD.) Gen. 234 ROYALSTON David A. Buddington et ux Nov. 22, 1994 16828 256 (ATHOL) Gen. 1107 Anthony P. Tamason et al Nov. 29, 1994 16828 257 (ATHOL) Gen. 1108 Robin J. Mowrey et ux Dec. 14, 1994 16866 254 (ATHOL) Gen. 1109 RUTLAND Gengel C&S Builders, Inc. June 6, 1994 16446 224 (GARD.) Gen. 2816 SOUTHBOROUGH Christopher Christopher, Tr. June 2, 1994 16337 115 (WOR.SUB.)Gen. 4925 Jose Martins, Tr. Nov. 17, 1994 16828 282 (WOR.SUB.)Gen. 4926 Christopher Christopher, Tr. June 2, 1994 16866 201 (WOR.SUB.)Gen. 4927 Christopher Christopher, Tr. Dec. 22, 1994 16790 153 (WOR.SUB.)Gen. 4928 Martin E. Moran et al Feb. 6, 1995 16946 254 (WOR.SUB.)Gen. 4930 Lisa A. Depietri, Tr. Feb. 15, 1995 16946 374 (WOR.SUB.)Gen. 4931 Recorded with Worcester District Registry of the Land Court ------------------ Grantors Date Doc.No. Cert.No. Prop. No. - -------- ---- ------ ------- -------- Peter S. Bemis et al Dec. 8, 1995 60351 11858 (WOR.SUB.)Gen. 4929 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- SOUTHBRIDGE Savers Co-operative Bank July 19, 1994 16510 61 (WOR.) Gen. 829 James C. Evergates et al Sept. 28, 1994 16663 143 (WOR.) Gen. 830 William Kames et al Jan. 3, 1995 16866 251 (WOR.) Gen. 831 SPENCER John J. Kennedy III et al Oct. 19, 1993 15694 222 (SPEN.) Gen. 260 George A. Lussier et al Oct. 22, 1993 15796 112 (SPEN.) Gen. 261 Daniel F. Manzaro et al May 4, 1994 16294 37 (SPEN.) Gen. 262 Alfred R. Williams June 6, 1994 16432 274 (SPEN.) Gen. 263 Spencer-East Brookfield Regional School District June 16, 1994 16496 81 (SPEN.) Gen. 264 Dorothy B. Bemis et al Aug. 11, 1994 16544 95 (SPEN.) Gen. 265 Donald L. Foster Oct. 17, 1994 16681 52 (SPEN.) Gen. 266 Kresco Landscaping, Inc. Nov. 1, 1994 16736 16 (SPEN.) Gen. 267 Ronald M. Lavallee et ux Dec. 29, 1994 16866 255 (SPEN.) Gen. 268 STURBRIDGE Massachusetts Turnpike Authority Jan. 31, 1995 16946 337 (CENT.M.) Gen. 3515 George R. Suprenant et al Dec. 28, 1994 16866 248 (CENT.M.) Gen. 3516 George R. Suprenant et al Dec. 28, 1994 16866 247 (CENT.M.) Gen. 3517 Alan A. Roberge et al Mar. 9, 1995 16946 349 (CENT.M.) Gen. 3518 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- SUTTON Conrad P. Berthold et al March 2, 1994 16145 71 (WOR.SUB.)Gen. 4016 Thomas S. Zocco, Tr. May 20, 1994 16332 256 (WOR.SUB.)Gen. 4017 Dana Gravison, Inc. Aug. 22, 1994 16544 97 (WOR.SUB.)Gen. 4018 Tomco, Inc. Jan. 3, 1995 16866 211 (WOR.SUB.)Gen. 4019 TEMPLETON Leo P. Ferrari et ux Feb. 2, 1995 16946 334 (ATHOL) Gen. 302 UPTON Michael K. Kearney, Tr. Aug. 25, 1993 15604 211 (WOR.SUB.)Gen. 4539 W.G.B. Construction Co., Inc. May 24, 1994 16432 255 (WOR.SUB.)Gen. 4540 Roger L. LeBoeuf et al Aug. 3, 1994 16544 96 (WOR.SUB.)Gen. 4541 Really Big Realty, Inc. Dec. 13, 1994 16866 220 (WOR.SUB.)Gen. 4542 Erik C. Nelson Oct. 18, 1994 16866 227 (WOR.SUB.)Gen. 4543 Lisa A. Pezzoni, Tr. Feb. 21, 1995 16946 371 (WOR.SUB.)Gen. 4544 UXBRIDGE John W. Cnossen et al,Trs. Sept. 9, 1993 15604 207 (WOR.SUB.)Gen. 5634 Gen Wal Construction Company, Inc. Sept. 24, 1993 15647 306 (WOR.SUB.)Gen. 5635 Fred Hutnak Development Corp., Inc. Sept. 13, 1993 15647 302 (WOR.SUB.)Gen. 5636 Ralph Secord et al Feb. 11, 1994 16097 254 (WOR.SUB.)Gen. 5637 Depot Street Associates May 23, 1994 16332 251 (WOR.SUB.)Gen. 5638 James R. Powers et al June 15, 1994 16397 31 (WOR.SUB.)Gen. 5639 Trees to Keys, Inc. Sept. 28, 1994 16663 112 (WOR.SUB.)Gen. 5640 Roger W. Hubbard et al Nov. 27, 1994 16828 279 (WOR.SUB.)Gen. 5641 International Church of the Four Square Gospel Dec. 1, 1994 16866 205 (WOR.SUB.)Gen. 5642 Fred Hutnak Development Corp., Inc. Oct. 20, 1994 16866 207 (WOR.SUB.)Gen. 5643 John W. Audet, Inc. Jan. 25, 1995 16946 255 (WOR.SUB.)Gen. 5644 WARREN Ronald J. Uminski et al (Fee) May 2, 1994 16250 10 (CENT.M.) Gen. 749 Lawrence E. Allard, Jr. Nov. 28, 1994 16828 263 (CENT.M.) Gen. 750 WEBSTER John J. Pepka et al Nov. 19, 1993 15854 281 (WOR.) Gen. 5131 Michael Trainor et al Dec. 2, 1993 15919 333 (WOR.) Gen. 5132 Magdalene Bandouveres et al Dec. 11, 1993 15919 335 (WOR.) Gen. 5133 Roland G. Lavallee et al Jan. 7, 1994 16009 137 (WOR.) Gen. 5134 Lawrence R. Leboeuf Jan. 14, 1994 16009 136 (WOR.) Gen. 5135 Paul F. Fenuccio et ux Aug. 8, 1994 16544 90 (WOR.) Gen. 5136 Robin M. Degnan Aug. 4, 1994 16544 94 (WOR.) Gen. 5137 Thomas S. Riedl et al Oct. 18, 1994 16707 74 (WOR.) Gen. 5138 Theodore J. Renauld, Jr. Nov. 10, 1994 16736 30 (WOR.) Gen. 5139 Suryakant M. Patel et al Nov. 17, 1994 16828 253 (WOR.) Gen. 5140 Noreen C. McDonald Dec. 20, 1994 16866 246 (WOR.) Gen. 5141 Sidney Ziff Dec. 21, 1994 16866 245 (WOR.) Gen. 5142 Joseph B. Cimoch et ux Dec. 26, 1994 16866 244 (WOR.) Gen. 5143 Joan A. O'Brien Feb. 17, 1995 16946 265 (WOR.) Gen. 5144 WESTBOROUGH Asset Construction Company Apr. 12, 1994 16210 205 (WOR.SUB.)Gen. 4633 Jon Mark Delli Priscoli, Tr. Sept. 22, 1994 16633 233 (WOR.SUB.)Gen. 4634 Barclay Henderson, Tr. Jan. 16, 1995 16946 301 (WOR.SUB.)Gen. 4635 Vicar Realty Corporation Feb. 21, 1995 16946 284 (WOR.SUB.)Gen. 4636 Beaumont at the Willows Feb. 17, 1995 16946 366 (WOR.SUB.)Gen. 4637 WEST BOYLSTON Robert J. Gancorz et al Dec. 6, 1994 Being Recorded (CENT.M.) Gen. 4123 Recorded with Worcester District Registry of Deeds ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- WEST BROOKFIELD Alan Drake et al Oct. 12, 1993 15666 80 (CENT.M.) Gen. 4118 Charles Kady, Sr. Nov. 15, 1993 15904 41 (CENT.M.) Gen. 4119 Michael T. McIntyre Dec. 15, 1993 15919 336 (CENT.M.) Gen. 4120 Michael H. Oliver et al Apr. 15, 1994 16294 38 (CENT.M.) Gen. 4121 GF/Massachusetts Inc. Sept. 6, 1994 16633 195 (CENT.M.) Gen. 4122 Robert J. Gancorz et al Dec. 6, 1995 16828 252 (CENT.M.) Gen. 4123 WORCESTER New England Power Company (Fee) Oct. 6, 1993 16828 303 (WOR.) Gen. 3925d Leonard A. Poulin Aug. 10, 1993 15519 236 (WOR.) Gen. 3929 Steven E. Daly et al Aug. 26, 1993 15604 205 (WOR.) Gen. 3932 Christopher J. Ahmadjian et al July 31, 1993 15604 214 (WOR.) Gen. 3934 The Roman Catholic Bishop of Worcester Sept. 29, 1993 15647 310 (WOR.) Gen. 3935 Rita E. Bourassa Aug. 9, 1993 15604 212 (WOR.) Gen. 3936 Fox Hill Builders, Inc. Sept. 30, 1993 15666 69 (WOR.) Gen. 3937 Elizabeth J. Iandoli Oct. 7, 1993 15694 212 (WOR.) Gen. 3938 Stevens Walden, Inc. Oct. 28, 1993 15796 114 (WOR.) Gen. 3939 Khatija Gaffar Nov. 19, 1993 15854 280 (WOR.) Gen. 3940 Anthony F. Ingrisano et al Dec. 3, 1993 15904 48 (WOR.) Gen. 3950 Worcester Housing Authority Oct. 29, 1993 15904 44 (WOR.) Gen. 3951 Mary L. Colorio Dec. 16, 1993 15919 334 (WOR.) Gen. 3952 Lindberg Corporation Nov. 12, 1993 16009 138 (WOR.) Gen. 3953 Robert M. Fitzgerald et al Jan. 10, 1994 16009 135 (WOR.) Gen. 3954 Morgan Construction Company Jan. 10, 1994 16009 147 (WOR.) Gen. 3955 Robert J. Cutler et al, Trs. Dec. 21, 1993 16046 382 (WOR.) Gen. 3956 James M. Zingarelli, Jr. Jan. 27, 1994 16046 383 (WOR.) Gen. 3957 Richard P. Houlihan, Jr. et al, Trs. Feb. 1, 1994 16097 260 (WOR.) Gen. 3958 Paul T. Shusas Feb. 18, 1994 16097 255 (WOR.) Gen. 3959 Evelyn D. Faford Mar. 18, 1994 16204 246 (WOR.) Gen. 3960 Merit Oil of Massachusetts, Inc. Apr. 26, 1994 16275 268 (WOR.) Gen. 3961 Joan Friedberg, Tr. May 5, 1994 16332 243 (WOR.) Gen. 3962 James F. Callery May 9, 1994 16332 247 (WOR.) Gen. 3963 Taco Bell Corp. May 27, 1994 16346 114 (WOR.) Gen. 3964 Lucy Zakarian May 31, 1994 16346 119 (WOR.) Gen. 3965 Alexander E. Drapos et al, Trs. June 21, 1994 16432 291 (WOR.) Gen. 3966 Theodore J. Kiritsy et al June 15, 1994 16496 96 (WOR.) Gen. 3967 Thomas W. Gardner, Jr. et al July 1, 1994 16496 52 (WOR.) Gen. 3968 Judith M. Toohil a/k/a Judith H. Fogarty June 8, 1994 16496 90 (WOR.) Gen. 3969 Ronald W. Shadbegian,Admr. July 18, 1994 16510 60 (WOR.) Gen. 3971 Mark F. Brennan et ux Aug. 4, 1994 16544 89 (WOR.) Gen. 3972 Mario DiGioia et ux Aug. 8, 1994 16544 103 (WOR.) Gen. 3973 George S. Esper Aug. 10, 1994 16585 157 (WOR.) Gen. 3974 Barry Krock et al, Trs. Aug. 24, 1994 16585 165 (WOR.) Gen. 3975 Frank Latino et ux Sept. 15, 1994 16633 204 (WOR.) Gen. 3977 Allen M. Glick et al Sept. 14, 1994 16633 246 (WOR.) Gen. 3978 Jeffrey S. Bovarnick, Tr. Aug. 23, 1994 16633 240 (WOR.) Gen. 3979 Andrew J. Rivers, III et ux July 19, 1994 16633 224 (WOR.) Gen. 3980 Secured Financial Corp. July 12, 1994 16633 199 (WOR.) Gen. 3981 Matthew L. Mattson Sept. 22, 1994 16633 220 (WOR.) Gen. 3982 Michael N. Abodeely, Jr. et al Oct. 20, 1994 16707 65 (WOR.) Gen. 3983 Rose M. Connell Oct. 27, 1994 16736 12 (WOR.) Gen. 3984 Stephen P. Kristan et al Oct. 27, 1994 16736 8 (WOR.) Gen. 3985 Herbert S. Jordan Oct. 28, 1994 16736 4 (WOR.) Gen. 3986 Martin Shannon et ux Dec. 12, 1994 16828 260 (WOR.) Gen. 3987 David Krikorian Nov. 28, 1994 16828 264 (WOR.) Gen. 3988 Country Club Associates Nov. 29, 1994 16828 287 (WOR.) Gen. 3989 Barry S. Gerhardt et al Nov. 14, 1994 16828 259 (WOR.) Gen. 3990 Gary P. Henrich Dec. 2, 1994 16828 251 (WOR.) Gen. 3991 James A. Ciullo, Jr. Jan. 18, 1995 16946 266 (WOR.) Gen. 3992 Victor M. Collinino Feb. 17, 1995 16946 278 (WOR.) Gen. 3993 Sharon L. Banks Mar. 6, 1995 16946 357 (WOR.) Gen. 3994 All and the same rights in lands in Leominster, Worcester County, Massachusetts, which conveyed to Massachusetts Electric Company by the following instruments: Recorded with Worcester North District Registry of Deeds ----------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- LEOMINSTER Janet R. Cataldo, Tr. Oct. 7, 1993 2553 143 (WACH.) Gen. 2045 William H. Beaulac et al, Trs. Jan. 12, 1994 2553 145 (WACH.) Gen. 2046 Anthony J. Mazzaferro Jan. 14, 1994 2553 144 (WACH.) Gen. 2047 Gary Corporation Jan. 19, 1994 2553 146 (WACH.) Gen. 2048 Peach Hill Corporation Dec. 13, 1993 2544 169 (WACH.) Gen. 2050 Olderigi Piermarini et al, Trs. Mar. 1, 1994 2553 147 (WACH.) Gen. 2051 Benjamin Builders Realty Trust Apr. 28, 1994 2581 198 (WACH.) Gen. 2052 Peter E. Bovenzi et ali, Trs. May 5, 1994 2581 199 (WACH.) Gen. 2053 Michael Piermarini et al Sept. 22, 1994 Being Recorded (WACH.) Gen. 2054 Anthony J. Sisoian et al Sept. 17, 1994 Being Recorded (WACH.) Gen. 2055 Lynne M. Sarasin Oct. 22, 1994 Being Recorded (WACH.) Gen. 2056 Joseph J. Serafini et al, Trs. Dec. 14, 1994 Being Recorded (WACH.) Gen. 2057
ALSO ALL RIGHTS AND EASEMENTS TO MAINTAIN POLES AND WIRES IN PRIVATE STREETS IN THE VARIOUS CITIES AND TOWNS SERVED BY THE MASSACHUSETTS ELECTRIC COMPANY WHICH WERE CONVEYED TO SAID COMPANY BY INSTRUMENTS DULY RECORDED WITH THE APPLICABLE REGISTRIES OF DEEDS AND REGISTRY DISTRICTS OF THE LAND COURTS; AND ALL OF THE LANDS AND RIGHTS HEREINABOVE REFERRED TO IN THIS SCHEDULE OF PROPERTY ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS, CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREINABOVE MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN FORCE AND APPLICABLE; AND THERE IS EXCEPTED FROM CERTAIN OF SAID LANDS AND RIGHTS, SO MUCH THEREOF AS HAS BEEN TAKEN BY THE COMMONWEALTH OF MASSACHUSETTS OR MUNICIPAL AUTHORITIES FOR HIGHWAY PURPOSES AND CERTAIN OF SAID LANDS AND RIGHTS ARE SUBJECT TO SUCH OTHER RIGHTS AND EASEMENTS AS WERE TAKEN BY GOVERNMENTAL AUTHORITIES; AND CERTAIN OF SAID RIGHTS AND EASEMENTS HEREINABOVE REFERRED TO ARE SUBJECT TO PRIOR LIENS, HOWEVER, SAID PRIOR LIENS WILL NOT INTERFERE WITH THE PROPER OPERATION OF THE COMPANY'S BUSINESS, AND THEIR EFFECT, IF ANY, UPON THE SECURITY OF THE INDENTURE MAY PROPERLY BE IGNORED; AND CERTAIN OF SAID RIGHTS HEREINABOVE REFERRED TO WERE CONVEYED TO MASSACHUSETTS ELECTRIC COMPANY AND THE NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY JOINTLY. THE COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) On this 9th day of May, 1995, before me personally appeared M. E. Jesanis and Robert King Wulff, to me personally known, who, being by me duly sworn, did say that they are Treasurer and Clerk, respectively, of Massachusetts Electric Company, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed by them on behalf of said corporation by authority of its Board of Directors; and the said M. E. Jesanis and Robert King Wulff acknowledged said instrument to be the free act and deed of said corporation. Sally Ann Tracy Sally Ann Tracy Notary Public My commission expires January 29, 1999 [Notarial Seal] THE COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) On this 9th day of May, 1995, before me personally appeared Daniel Golden and Andrew M. Sinasky, to me personally known, who, being by me duly sworn, did say that they are Assistant Vice President and Assistant Secretary, respectively, of State Street Bank and Trust Company, that the seal affixed to the foregoing instrument is the corporate seal of said trust company and that said instrument was signed and sealed on behalf of said trust company by authority of its Board of Directors; and the said Daniel Golden and Andrew M. Sinasky acknowledged said instrument to be the free act and deed of said trust company. Renee M. Kossuth Renee M. Kossuth Notary Public My Commission expires April 24, 1998 {Notarial Seal] I, Robert King Wulff, Clerk of Massachusetts Electric Company, a corporation duly organized under the laws of The Commonwealth of Massachusetts and having its principal place of business in Westborough, Massachusetts, hereby certify that at a special meeting of the stockholders of said Company, duly called and held at 25 Research Drive, Westborough, Massachusetts, on October 18, 1982, by the affirmative action of at least a majority of the Company's shares outstanding and entitled to vote thereon, upon motion duly made and seconded, the following vote was duly adopted: Voted: That the Board of Directors of the Company is authorized to vote to mortgage all or substantially all of the Company's property, including its franchises, in connection with the issue from time to time of the Company's bonds and other actions under the Company's First Mortgage Indenture and Deed of Trust and supplements thereto. I further certify that at a regular meeting of the Board of Directors of said Company, duly called and held at 25 Research Drive, Westborough, Massachusetts, on March 15, 1995, at which meeting a quorum was present and acting throughout, by the affirmative action of all the directors present, upon motions duly made and seconded, the following votes were duly passed: Voted: That this Company mortgage all or substantially all of its property, including its franchises, in connection with the issue of the New Bonds and other actions under the Indenture. Voted: That the form, terms, and provisions of the supplemental indentures created for each additional issue and/or series of New Bonds, a form of which is presented to this meeting, and hereby ordered filed as Exhibit "C" with the minutes of the meeting, are hereby approved; and the President, any Vice President, the Treasurer, and any Assistant Treasurer are severally authorized, in the name and on behalf of the Company, to execute, under the corporate seal attested by the Clerk or any Assistant Clerk, to acknowledge and to deliver, an instrument in substantially the form of said Exhibit "C", with appropriate provisions relating to principal amounts, maturity dates, interest rates, interest payment dates, provisions for redemption, and refunding provisions, as well as other terms and conditions for the specific issue and/or series of New Bonds, within such limits as may be established from time to time by this Board, the total principal amount of New Bonds to be issued under said supplemental indentures to be unlimited, and with such further modifications as the officers executing said supplemental indentures shall approve, in as many counterparts as the officer so acting may deem advisable, and to cause the same to be filed and recorded and refiled and rerecorded as they or any one or more of them shall deem advisable, such execution and delivery to be conclusive evidence that the same is authorized by this vote. Voted: That the Board of Directors considers the additions to and amendment of the covenants and agreements of the Indenture, as contained in the form of the supplemental indenture attached hereto as Exhibit "C", to be for the protection of the holders of the Bonds outstanding under said Indenture and for the protection of the trust estate. And I further certify that, as appears from the records of said Company, M. E. Jesanis is the Treasurer, being duly authorized to execute in the name and on behalf of said Company the foregoing Twenty-first Supplemental Indenture dated as of April 1, 1995, and I am Clerk of said Company, duly authorized to attest the ensealing of said Twenty-first Supplemental Indenture; that the foregoing Twenty-first Supplemental Indenture, to which this Certificate is attached, is substantially in the form presented to and approved at said directors' meeting held on March 15, 1995; that the foregoing is a true and correct copy of the votes passed at each of said meetings as recorded in the records of said Company; and that said votes remain in full force and effect without alteration. WITNESS my hand and the corporate seal of Massachusetts Electric Company on May 9, 1995. ROBERT KING WULFF ROBERT KING WULFF Clerk [Corporate Seal] RECORDING NOTE The Twenty-first Supplemental Indenture dated as of April 1, 1995, between Massachusetts Electric Company and State Street Bank and Trust Company, Trustee, has been duly filed for record and recorded in the following Registries of Deeds: Berkshire Middle District Registry of Deeds Berkshire Northern District Registry of Deeds Berkshire Southern District Registry of Deeds Bristol North District Registry of Deeds Essex North District Registry of Deeds Essex South District Registry of Deeds Franklin County Registry of Deeds Hampden County Registry of Deeds Hampshire County Registry of Deeds Middlesex North District Registry of Deeds Middlesex South District Registry of Deeds Norfolk County Registry of Deeds Plymouth County Registry of Deeds Suffolk County Registry of Deeds Worcester District Registry of Deeds Worcester North District Registry of Deeds and in the following Land Court Registration Districts: Berkshire Middle District Berkshire North District Berkshire South District Bristol North District Essex North District Essex South District Franklin County District Hampden County District Hampshire County District Middlesex North District Middlesex South District Norfolk County District Plymouth County District Suffolk County District Worcester District Worcester North District and appropriate amendments to financing statements have been filed and recorded with reference thereto in the office of the Massachusetts Secretary of State and in each of the above Registries of Deeds and Land Court Registration Districts. EX-4 4 NEES EXHIBIT (4)(B) EXHIBIT (4)(b) THE NARRAGANSETT ELECTRIC COMPANY TO RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, TRUSTEE (SUCCESSOR TO RHODE ISLAND HOSPITAL TRUST COMPANY) TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 1995 SUPPLEMENTAL TO FIRST MORTGAGE INDENTURE AND DEED OF TRUST DATED AS OF SEPTEMBER 1, 1944 AS AMENDED AND SUPPLEMENTED BY PRIOR SUPPLEMENTAL INDENTURES TO SECURE FIRST MORTGAGE BONDS TWENTY-THIRD ISSUE (SERIES W) THE NARRAGANSETT ELECTRIC COMPANY TWENTY-SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 1, 1995 TABLE OF CONTENTS (NOT PART OF THE INDENTURE) PAGE ---- PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 RECITALS Preamble. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Form of Series W Bonds [Face] . . . . . . . . . . . . . . . . . . . .3 Form of Trustee's Certificate . . . . . . . . . . . . . . . . . . . .5 Form of Series W Bonds [Reverse]. . . . . . . . . . . . . . . . . . .6 Recital of Validity . . . . . . . . . . . . . . . . . . . . . . . . .9 GRANTING CLAUSES Recital of Consideration. . . . . . . . . . . . . . . . . . . . . . .9 Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 Description of Mortgaged Property . . . . . . . . . . . . . . . . . 10 Reservations and Exceptions . . . . . . . . . . . . . . . . . . . . 12 Habendum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE I. PARTICULAR COVENANTS OF THE COMPANY REGARDING THE MORTGAGED PROPERTY Section 1. Covenant against Encumbrances . . . . . . . . . . . . . . 14 Section 2. Covenant of Seizin. . . . . . . . . . . . . . . . . . . . 14 ARTICLE II. COVENANTS OF THE COMPANY Section 1. Warranty as to Default. . . . . . . . . . . . . . . . . . 14 Section 2. Existence and Authority . . . . . . . . . . . . . . . . . 15 ARTICLE III. CONCERNING THE SERIES W BONDS Section 1. Form, etc.. . . . . . . . . . . . . . . . . . . . . . . . 15 Section 2. Limitations on Amount . . . . . . . . . . . . . . . . . . 17 Section 3. Execution . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4. Transferability, Exchangeability, etc.. . . . . . . . . . 18 Section 5. Redemption. . . . . . . . . . . . . . . . . . . . . . . . 18 ARTICLE IV. Amendment to the Indenture . . . . . . . . . . . . . . . . . . . . . 19 PAGE ---- ARTICLE V CONCERNING THE TRUSTEE Acceptance of Trusts and Conditions Thereof. . . . . . . . . . . . . 21 (a) Identity of Trustee . . . . . . . . . . . . . . . . . . . . . 21 (b) Recitals by Company, not Trustee. . . . . . . . . . . . . . . 21 (c) Limit of Responsibility . . . . . . . . . . . . . . . . . . . 21 ARTICLE VI. Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VII. MISCELLANEOUS Section 1. Supplemental to Original Indenture. . . . . . . . . . . . 22 Section 2. For Benefit of Parties and Bondholders Only . . . . . . . 22 Section 3. Date of Supplemental Indenture. . . . . . . . . . . . . . 22 Section 4. Original Counterparts . . . . . . . . . . . . . . . . . . 22 Section 5. Cover, Headings, etc. . . . . . . . . . . . . . . . . . . 22 TESTIMONIUM CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . 23 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 34 RECORDING NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, in the year one thousand nine hundred and ninety-five, between THE NARRAGANSETT ELECTRIC COMPANY (hereinafter generally called the Company), a corporation duly organized and existing under the laws of the State of Rhode Island and having its principal place of business in Providence, Rhode Island, and a mailing address of 280 Melrose Street, Providence, Rhode Island 02907, and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK (successor by merger to Rhode Island Hospital Trust Company), as Trustee under the Indenture hereinafter referred to (said Rhode Island Hospital Trust National Bank or, as applied to actions antedating the effective date of said merger, said Rhode Island Hospital Trust Company, being hereinafter generally called the Trustee), a national banking association duly incorporated and existing under the laws of the United States of America, having its principal place of business and address at One Hospital Trust Plaza, Providence, Rhode Island 02903, and duly authorized to execute the trusts hereof. WITNESSETH THAT: WHEREAS, the Company heretofore executed and delivered to the Trustee a First Mortgage Indenture and Deed of Trust (hereinafter singly generally called the Original Indenture, and with this and all other indentures supplemental thereto collectively called the Indenture), dated as of September 1, 1944, and recorded among other places in the records of land-evidence of the City of Providence, R.I., Book 781, Page 1, to which this instrument is supplemental pursuant to the terms thereof, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all and singular the property therein specified, whether owned at the time of the execution or thereafter acquired by the Company, to secure its First Mortgage Bonds (hereinafter generally called the Bonds) of an unlimited (except as therein provided) permitted aggregate principal amount, to be issued in one or more series as provided in the Original Indenture; and WHEREAS, the Company has heretofore executed and delivered to the Trustee Twenty-one Supplemental Indentures, viz.: Supplemental Indenture Dated As Of First Supplemental Indenture May 1, 1948 Second Supplemental Indenture March 1, 1952 Third Supplemental Indenture March 1, 1953 Fourth Supplemental Indenture March 1, 1956 Fifth Supplemental Indenture January 1, 1964 Sixth Supplemental Indenture February 1, 1968 Seventh Supplemental Indenture April 1, 1970 Eighth Supplemental Indenture March 1, 1972 Ninth Supplemental Indenture March 1, 1974 Tenth Supplemental Indenture August 1, 1974 Eleventh Supplemental Indenture March 1, 1975 Twelfth Supplemental Indenture August 1, 1980 Thirteenth Supplemental Indenture February 1, 1982 Fourteenth Supplemental Indenture January 1, 1984 Fifteenth Supplemental Indenture January 1, 1986 Sixteenth Supplemental Indenture June 1, 1986 Seventeenth Supplemental Indenture November 1, 1987 Eighteenth Supplemental Indenture May 1, 1991 Nineteenth Supplemental Indenture August 1, 1991 Twentieth Supplemental Indenture May 1, 1992 Twenty-First Supplemental Indenture October 1, 1993 (hereinafter referred to as the Prior Supplemental Indentures) each of which is supplemental to the Original Indenture, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all and singular the property therein specified, whether owned at the time of the execution of each of said Supplemental Indentures or thereafter acquired by the Company, to secure its Bonds issued or to be issued in one or more series as provided in the Original Indenture; and WHEREAS, the Company under the Indenture has heretofore issued and has outstanding as of the date hereof the following aggregate principal amounts of its First Mortgage Bonds: SERIES PERCENT DUE AMOUNT ------ ------- --- ------ S 9 1/8% 2021 $ 22,200,000 T 8 7/8% 2021 $ 40,000,000 U Various Various $100,000,000 V Various Various $ 43,000,000 (hereinafter referred to as the Outstanding Bonds); and WHEREAS, Sections 4.07 and 4.17 of the Original Indenture and Articles I, Sections 2 of the Prior Supplemental Indentures provide that the Company will from time to time give further assurances to the Trustee, and will from time to time subject to the lien of the Indenture all after-acquired property included in the granting clauses of the Indenture, and Section 12.01 of the Original Indenture provides, among other things, that the Company and the Trustee from time to time may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of conveying, mortgaging, pledging, assigning or transferring to the Trustee any other property or properties to be held subject to the lien of the Indenture with the same force and effect as if included in the granting clauses thereof; of adding to the covenants and agreements of the Company such further covenants and agreements as the Board of Directors of the Company shall consider to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the trust estate; and of providing for the issue of Bonds of any series other than Series A and the forms and provisions of such other series pursuant to the provisions in Section 2.02 of the Original Indenture and not inconsistent with the provisions of the Indenture; and of making such provisions, for the purpose of curing any ambiguity or in regard to matters or questions arising under the Indenture, as may be necessary or desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the Bondholders; and WHEREAS, Section 3.04 of the Original Indenture makes provision for the application by the Company, upon compliance with the applicable provisions of the Indenture, for the certification and delivery of additional Bonds against the retirement of Bonds bearing a higher interest rate, which have not been bona fide sold, pledged or otherwise negotiated by the Company, and whereas the parties hereto desire to amend the Indenture in order to add provisions, not inconsistent with the security and protection intended for the protection of the Bondholders, to clarify such provisions and to better provide for the certification and delivery of additional Bonds based upon the retirement of Unissued Bonds; and WHEREAS, the Company desires pursuant to said provisions and as hereinafter provided to convey, mortgage, pledge, assign and transfer to the Trustee certain other properties hereinafter specified, to be held subject to the lien of the Indenture; to add certain covenants and agreements; to make such provision in regard to the Indenture as may be necessary or desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the Bondholders; and to provide for the issue of an additional series of Bonds under the Indenture and the forms and provisions thereof; and WHEREAS, the Company desires to create and to issue from time to time under and to secure by the Indenture a new series of its First Mortgage Bonds (First Mortgage Bonds - Series W) (hereinafter generally called Series W Bonds or Bonds of Series W) of unlimited (except as herein and in the Original Indenture provided) permitted aggregate principal amount, the issue of $50,000,000 of which and the execution and delivery of this Twenty-second Supplemental Indenture having been duly approved, to the extent required by law, by the Division of Public Utilities and Carriers of the State of Rhode Island and by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, and all things necessary to make such issue of Series W Bonds, when executed by the Company and certified by the Trustee and delivered as herein and in the Original Indenture provided, the legal, valid, and binding obligations of the Company according to their tenor, and to make this Supplemental Indenture a legal, valid, and binding instrument supplemental to the Original Indenture, have in all respects been duly authorized; and WHEREAS, the Series W Bonds and the Trustee's certificate and the form of endorsement thereon are to be substantially in the following form: [Form of Series W Bonds] [Face] [IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., any TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] REGISTERED REGISTERED NUMBER $ CUSIP THE NARRAGANSETT ELECTRIC COMPANY A CORPORATION OF THE STATE OF RHODE ISLAND First Mortgage Bond - Series W _____%, Due __________ Original Issue Date:__________ For value received, THE NARRAGANSETT ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of Rhode Island (hereinafter, with its successors and assigns as defined in the Indenture mentioned below, generally called the Company), hereby promises to pay to ___________________ or registered assigns, on __________, __________ (or earlier as hereinafter referred to) the sum of ____________ DOLLARS ($ ) in lawful money of the United States of America, at the principal office in Providence, Rhode Island, of Rhode Island Hospital Trust National Bank (hereinafter, with its successors as defined in said Indenture, generally called the Trustee), or at the principal office of its successor in the trusts created by said Indenture, and in such other places, if any, as may be authorized for the purpose, and to pay interest thereon from the original issue date specified above, if the date hereof is prior to ________, ________, or, if thereafter, from the first day of June or December, as the case may be, next preceding the date hereof to which interest has been paid or duly provided for (or from the date hereof if such date be either of said days and interest has been paid or duly provided for to such date), at the rate per annum specified in the title of this Bond, at said office of the Trustee, semiannually, on the first days of June and December of each year until payment of the principal hereof. Interest so payable, and punctually paid or duly provided for, on the first day of June or December will be paid to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in said Indenture) is registered at the close of business on the May 15 or November 15 (whether or not a business day) next preceding such first day of June or December. However, any such interest installment that is not punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such May 15 or November 15, as the case may be, and may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Bondholders not less than fifteen days prior to such special record date, or may be paid, at any time and without prior notice to Bondholders, to the person in whose name this Bond is registered at the close of business on the day next preceding the date of such payment, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the First Mortgage Bonds - Series W may at the time be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payable at maturity [IF APPLICABLE, INSERT - or upon earlier redemption] will be payable to the person to whom the principal will be payable. At the option of the Company, interest may be paid by check payable to the order of and mailed to the address of the person entitled thereto as the name and address of such person shall appear on registration books maintained pursuant to said Indenture. Interest (including payments for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Interest will not accrue on the 31st day of any month. The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be valid or become obligatory for any purpose, or be entitled to any security or benefit under the Indenture, until the certificate hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, The Narragansett Electric Company has caused this Bond to be executed, either manually or by facsimile, and its corporate seal to be hereunto affixed, by its officers thereunto duly authorized, all as of , . THE NARRAGANSETT ELECTRIC COMPANY By (Vice) President And by (Assistant) Treasurer TRUSTEE'S CERTIFICATE This is one of the Bonds of Series W referred to in the within mentioned Indenture. RHODE ISLAND HOSPITAL TRUST NATIONAL BANK, As Trustee By Authorized Officer [Form of Series W Bond] [Reverse] THE NARRAGANSETT ELECTRIC COMPANY First Mortgage Bond, Series W ____%, Due ______ Original Issue Date:__________ This Bond is one of a duly authorized issue of First Mortgage Bonds of the Company, issued or to be issued in one or more series, the twenty-third series of which this Bond is one being designated First Mortgage Bonds, Series W unlimited (except as provided in said Indenture) in permitted aggregate principal amount and all of said Bonds of all series and forms being issued or to be issued under and secured by a First Mortgage Indenture and Deed of Trust (herein, with all indentures stated to be supplemental thereto to which the Trustee shall be a party, generally called the Indenture), dated as of September 1, 1944, whereby the Company has mortgaged, conveyed, pledged, assigned and transferred certain real estate and other property to the Trustee, to which Indenture, an executed counterpart of which is on file with the Trustee, reference is hereby made for a description of the property mortgaged, conveyed, pledged, assigned and transferred to the Trustee, and for a statement of the nature and extent of the security, the terms and conditions upon which said Bonds are or are to be issued and secured, the rights and remedies under the Indenture of the holders of all of said Bonds, and the rights and obligations under the Indenture of the Company and of the Trustee; but neither the foregoing reference to the Indenture, nor any provision of this Bond or of the Indenture, shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay, at the stated or accelerated maturities herein provided, the principal of and premium, if any, and interest on this Bond as herein provided. On the conditions, in the manner, to the extent and with the effect provided in the Indenture, with the written consent, filed with the Trustee, of the Company and of holders of the percent provided in the Indenture in principal amount of the Bonds at the time outstanding, certain modifications or alterations of the Indenture may be made (provided, however, that no such modification or alteration shall, among other things, as provided in the Indenture, affect or impair the absolute and unconditional obligation of the Company in respect of the principal of and premium (if any) and interest on this Bond), and, without the consent of Bondholders, instruments supplemental to the Indenture may be made for certain purposes as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of this Bond may be declared and/or may become due and payable before the stated maturity hereof, together with the interest accrued hereon. Interest on overdue installments of interest shall be paid to the extent legally collectable at the rate of 6% per annum in the manner set forth in the Indenture. In certain events, on the conditions and in the manner set forth in the Indenture, interest on overdue principal shall be paid at the rate of 6% per annum. Payment of the principal of and/or premium (if any) on this Bond to the registered owner (or his registered assigns) hereof and payment of the interest on this Bond as hereinabove provided shall be a discharge of the Company, the Trustee, and any paying agent in respect of such principal, premium and/or interest, as the case may be, and said payee and every successive owner and assignee of this Bond by accepting or holding the same, consents and agrees to the foregoing provisions and each invites the others, and all persons, to rely thereon. The holders of the percent of the principal amount of the Bonds at the time outstanding provided in the Indenture, may waive any existing default under the Indenture and the consequences of any such default, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds, and except a default arising from the creation of any lien prior to or on a parity with the lien of the Indenture. Upon payment of charges and compliance with other conditions as provided in the Indenture, the First Mortgage Bonds - Series W [IF APPLICABLE, INSERT - not drawn for redemption] are interchangeable, at the principal office of the Trustee and at such other offices or agencies of the Trustee or of the Company as may be designated for the purpose, for like aggregate principal amounts of Bonds of the same series and original issue date with identical terms and provisions, in denominations of $1,000 or any integral multiple thereof (provided, however, the Company shall not be required to make transfers or exchanges during the 15 days preceding any interest payment date and [IF APPLICABLE, INSERT - during any reasonable period which may be necessary in connection with the selection by lot of Bonds to be redeemed]); and, except as aforesaid, this Bond [IF APPLICABLE, INSERT -, if not drawn for redemption,] is transferable on books to be kept by the Company at said office of the Trustee and at such other offices or agencies, upon surrender and cancellation hereof at any such office or agency, duly endorsed or accompanied by a duly executed instrument of transfer, and thereupon a new Bond or Bonds of the same series and original issue date with identical terms and provisions, for a like aggregate principal amount will be issued to the transferee or transferees in exchange for this Bond. [IF APPLICABLE, INSERT - This Bond singly or together with all or less than all other Bonds of the same series and original issue date, with identical terms and provisions, or, if this Bond is for a principal amount exceeding $1,000, any part of the principal amount hereof constituting said sum or any integral multiple thereof, may be called for redemption at any time, whether or not an interest payment date, upon prior notice given by a mailing thereof to the respective registered owners of such Bonds not less than thirty days prior to the redemption date [IF APPLICABLE, INSERT - (i) if redemption is made at the option of the Company otherwise than out of the improvement fund, at the respective general redemption prices, stated as percentages of the principal amount thereof, set forth in Column A below, [IF APPLICABLE, INSERT - provided however, that neither this Bond nor any portion hereof shall be so redeemed prior to __________ 1, ____, if such redemption is for the purpose or in anticipation of refunding such Bond, or any portion thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than ____% per annum,] and (ii) if] through application of the improvement fund or eminent domain provisions of the Indenture, at the special redemption prices, stated as percentages of the principal amount thereof, set forth [IF APPLICABLE, INSERT - - in Column B] below, viz.: IF REDEEMED AT COLUMN A COLUMN B ANY TIME IN THE -------- -------- RESPECTIVE TWELVE MONTHS' GENERAL SPECIAL PERIOD BEGINNING REDEMPTION REDEMPTION ____________ 1 PRICES PRICES IN EACH OF THE ------ ------ FOLLOWING YEARS: - ---------------- [Table to be completed as provided in the Certificate as to Form.] together in each case with accrued and unpaid interest to the date fixed for redemption. [IF APPLICABLE, INSERT - , provided, however, that neither this Bond nor any portion hereof shall be so redeemed prior to , .] If provision has been duly made for notice of the redemption of this Bond, or any such part hereof, and for payment as required in the Indenture, thereafter this Bond, or such called part of the principal amount hereof, shall cease to be entitled to any benefit, lien or security under the Indenture; no interest shall accrue on this Bond, or such called part hereof, on or after the date fixed for redemption; and, if less than the whole principal amount hereof shall be so called, the registered owner (or registered assigns) hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner (or such assigns), on surrender hereof, with a proper instrument of transfer, and upon cancellation hereof, one or more First Mortgage Bonds - Series W, of the same original issue date and identical terms and provisions, in fully registered form, for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid.] No recourse shall be had against any promoter, incorporator or any past, present or future stockholder, director or officer of the Company by virtue of any past, present or future constitution, statute (including charter provisions) or rule of law or equity, or by the enforcement of any assessment or penalty, or by any legal or equitable proceeding, or otherwise, for the payment of the principal of or interest on this Bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture; this Bond and the Indenture being each a corporate obligation only, and all individual liability of whatsoever kind or nature of, and all rights and claims against, such promoters, incorporators, stockholders, directors and officers founded in any way, directly or indirectly, upon the Indenture, or this Bond, or growing out of the indebtedness hereby evidenced, are expressly waived and released by the acceptance of this Bond by each holder hereof and as a condition of and a part of the consideration for the issue hereof and the execution and delivery of the Indenture, and by the provisions thereof, all subject to the limitations and provisions of the Indenture; provided, however, that nothing herein or in the Indenture contained shall be taken to prevent recourse to and the enforcement of liability, if any, of any shareholder or any stockholder or subscriber to capital stock upon or in respect of shares of capital stock not fully paid. [End of Form of Bond] AND WHEREAS, all things necessary to make the initial issue of the Series W Bonds, when executed by the Company and certified by the Trustee, and delivered, all as in the Indenture provided, the valid, legal and binding obligations of the Company according to their tenor, and this Twenty-Second Supplemental Indenture a valid, legal and binding instrument supplemental to and confirmatory of the Original Indenture enforceable in accordance with its terms for the uses and purposes herein set forth, have been in all respects duly authorized: NOW, THEREFORE, in consideration of the premises and of the sum of $10 duly paid to the Company by the Trustee, and of other good and valuable considerations, receipt whereof upon the ensealing and delivery of this Twenty-Second Supplemental Indenture the Company hereby acknowledges, and for the purpose of confirming the Original Indenture and the Prior Supplemental Indentures, and as an indenture hereby expressly stated to be supplemental to the Original Indenture, and, except as herein otherwise provided, in order to secure equally the pro rata payment of both the principal of and the interest on all of the Bonds at any time certified, issued and outstanding under the Indenture, according to their tenor, purport and effect and the provisions of the Indenture, and to secure the faithful performance and observance of all the covenants, obligations, conditions and provisions therein and in the Indenture contained, and in order to provide for the form, provisions and issue of the Series W Bonds, and to declare further the terms and conditions upon which the Bonds are to be secured, certified, issued, delivered, transferred and exchanged, and upon which the trusts hereof are to be administered by the Trustee, and upon which the Mortgaged Property is to be held and disposed of, all as hereinafter provided, THE COMPANY does hereby confirm the pledge, mortgage, conveyance, assignment and transfer of the property set forth and described in the Original Indenture and the Prior Supplemental Indentures, except such properties or interests therein as may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture and the Prior Supplemental Indentures, or as were specifically reserved, excepted and excluded by the Original Indenture and the Prior Supplemental Indentures; and has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, and by these presents does give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and convey, unto the Trustee, and its successors in the trusts of the Indenture, and its and their assigns, upon and for the trusts thereby and hereby established and confirmed, all and singular the following described land and personal properties, franchises, rights and privileges acquired by the Company since the execution and delivery of the Twenty-first Supplemental Indenture or to be acquired by the Company hereafter as by the terms of the Original Indenture and the Prior Supplemental Indentures or by reason of being affixed to the freehold described in the Original Indenture and the Prior Supplemental Indentures, or for any other reason whatsoever are subject to or to be subjected to the lien of the Original Indenture and the Prior Supplemental Indentures, including, but without in any way limiting the generality of the foregoing, all the right, title and interest of the Company in and to the property and interests in property, with the buildings thereon and the appurtenances thereto particularly described in Schedule I hereto attached and hereby made a part hereof as fully as if repeated herein at length (all of the foregoing, with all other property, and rights and interests in property, intended to be hereby or by the Original Indenture and the Prior Supplemental Indentures conveyed, mortgaged, pledged, assigned and transferred, or at any time conveyed, mortgaged, pledged, assigned, transferred or delivered, and all proceeds of any of the foregoing at any time conveyed, mortgaged, pledged, assigned, transferred, and/or delivered, to and from time to time held by the Trustee upon the trusts hereof and of the Original Indenture and the Prior Supplemental Indentures, being herein generally called, collectively, the Mortgaged Property): FIRST. REAL ESTATE AND RIGHTS AND INTERESTS IN REAL ESTATE. Subject to the exceptions and reservations hereinafter set forth all the real estate, rights and interests in real estate, lands, buildings, structures, rights and interests in lands, easements, leases of land and every right appurtenant thereto, franchises, rights of way, rights to construct, maintain and operate overhead and underground systems for the generation, distribution and transmission of electric current or other agencies for the supplying of light, heat and power, transmission, service and distribution lines and systems, and all releases of damages, water, flowage and riparian and shore rights, now owned by the Company, including, without limitation, all property particularly described in Schedule I hereto attached and hereby made a part hereof as fully as if repeated herein at length. SECOND. PROPERTY HEREAFTER CONVEYED, ETC. Any and all cash, stocks, shares, bonds, notes, securities or other property which at any time hereafter, by delivery or writing of any kind for the purposes hereof, may, at the option of the Company, be expressly conveyed, mortgaged, pledged, delivered, assigned or transferred to or deposited with the Trustee hereunder by the Company or by a successor corporation, or with its consent by any one on its behalf, as and for any additional security for the Bonds issued and to be issued hereunder, the Trustee being authorized at any and all times to receive such conveyance, mortgage, pledge, delivery, assignment, transfer or deposit and to hold and apply any and all such cash, stock, shares, bonds, notes, securities or other property subject to all the provisions hereof and/or of such writing. THIRD. MISCELLANEOUS PROPERTY. All other, if any, lands, easements, leases of land and every right appurtenant thereto, rights of way, rights to construct, maintain and operate overhead and underground systems for the distribution and transmission of electric current or other agencies for the supplying of light, heat and power, all releases of damages, water, flowage and riparian and shore rights, dams, wharves, tracks, switches, terminal facilities and other interests in lands, including (without in any wise limiting or impairing by the enumeration of the same the generality, scope and intent of the foregoing or of any general description contained in this Twenty-second Supplemental Indenture) buildings, electric generating, light, heat and power, and gas, ice and refrigerating, plants and systems, transmission, service and distribution lines and systems and steam heating plants and systems, water and/or water works, plants and systems, manufactories, power houses, stations, substations, pipe lines, pipes, mains, conduits, towers, tunnels, subways, bridges, poles, wires, cables, fittings, connections and all other structures, machinery, engines, boilers, pumps, valves, pipings, connections, dynamos, meters, transformers, generators, motors, storage batteries, electrical and mechanical machinery, appliances, equipment and appurtenances of every description and character, tools, implements, wagons, fixtures, appliances, appurtenances, accessories, and all other physical assets and all rights, grants, privileges, leases and leasehold interests, licenses, permits, locations, consents, franchises, grants and immunities, and all rights to compensation upon the termination in any manner of any of the same, and any and all interest in property of the character included in this Division Third, whether now owned by the Company or at any time hereafter acquired. TOGETHER WITH all the Company's now-existing or hereafter-acquired right, title and interest in and to any and all physical property of the Company, now or hereafter subject to any prior mortgage, pledge, charge and/or other encumbrance or lien, and the cash and/or other proceeds therefrom, to the extent that such property, cash and/or proceeds shall not be otherwise held and/or applied pursuant to the requirements of any such mortgage, pledge, charge and/or other encumbrance or lien. AND TOGETHER WITH all and singular the now-existing and hereafter-acquired rights, privileges, tenements, hereditaments and appurtenances belonging or in any wise appertaining in and to the aforesaid property or any part thereof, and the reversion and reversions, remainder and remainders and, subject to the provisions of Section 6.01 of the Original Indenture, all tolls, rents, revenues, earnings, interest, dividends, royalties, issues, income and profits thereof, and all the estate, right, title, interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire, in and to all and every part and parcel of the foregoing, it being the intention to include herein and to subject to the lien hereof all land, interest in land, real estate, physical assets and franchises whether now owned by the Company or which it may hereafter acquire and wherever situated, as if the same were now owned by the Company and were specifically described and conveyed hereby except as hereinafter specified. RESERVATIONS AND EXCEPTIONS. SUBJECT, HOWEVER, as to all property, and rights and interests in and to property, of any character hereinbefore described, in so far as affected thereby, to any mortgages or other encumbrances or liens on such property constituting permitted liens as in the Original Indenture defined; AND SUBJECT FURTHER as to the property in Divisions First and Third above described, insofar as affected thereby, to the liens, encumbrances, reservations, restrictions, conditions, limitations, covenants, interests and exceptions, if any, set forth or referred to in the descriptions thereof hereinbefore and in said Schedule I contained, none of which substantially interferes with the free use and enjoyment by the Company of the property and rights hereinbefore described for the general purposes and uses of the Company's business; AND SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from this instrument, and from the grant, conveyance, mortgage, transfer and assignment herein contained, (a) all property expressly excepted in the Original Indenture, the Prior Supplemental Indentures and herein and in schedules of property thereto and hereto; (b) all property, permits, licenses, franchises and rights, whether now owned or hereafter acquired by the Company, which are intended to be hereby granted, conveyed, mortgaged, assigned and transferred, but which can not be so granted, conveyed, mortgaged, assigned or transferred without the consent of other parties whose consent is not secured, or without subjecting the Trustee to a liability not otherwise contemplated by the provisions of the Indenture, or which otherwise may not be, or are not, hereby lawfully and/or effectively granted, conveyed, mortgaged, assigned and transferred by the Company; (c) the last day of the term of each leasehold estate (oral or written, and/or any agreement therefor) now or hereafter enjoyed by the Company, and whether falling within a general or particular description of property herein; and (d) all the Company's present and future fuel, automobiles, automotive equipment, merchandise held for sale, cash on hand or in bank, furniture, office equipment, books, choses in action, contracts, shares of stock, bonds and other securities, documents and accounts and bills receivable (except proceeds of the Mortgaged Property, and insurance and other monies, and purchase money obligations, required by the provisions of the Original Indenture and hereof to be paid to or deposited with the Trustee), and materials, stores, supplies and other personal property which are consumable (otherwise than by ordinary wear and tear) in their use in the operation of the plants or systems of the Company. TO HAVE AND TO HOLD the Mortgaged Property, with all of the privileges and appurtenances thereunto belonging (but subject to the foregoing specified exceptions and reservations) unto the Trustee, its successors in the trusts of the Indenture, and its and their assigns, to its and their own use, forever; BUT IN TRUST NEVERTHELESS for the equal pro rata benefit, security and protection (except as provided in the Indenture, and except insofar as a sinking or analogous fund or funds, established in accordance with the provisions of the Indenture, may afford particular security for Bonds of one or more series, and except independent security as provided in Section 2.02 of the Original Indenture) of the bearers and the registered owners of the Bonds from time to time certified, issued and outstanding under the Indenture, and the bearers of the coupons thereunto belonging, without (except as aforesaid) any preference, priority or distinction whatever of any one Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise. The Company hereby declares that it holds and will hold and apply all property described in the foregoing clauses (b) and (c) as specifically reserved and excepted, upon the trusts in the Indenture set forth and as the Trustee (or any purchaser thereof upon any sale thereof under the Indenture) shall for such purpose direct from time to time, to the fullest extent permitted by law or in equity, as fully as if the same could be and had been hereby granted, conveyed, mortgaged, assigned and transferred to and vested in the Trustee. In addition to and in confirmation and performance of the covenants, declarations, agreements, conditions and provisions of the Original Indenture and the Prior Supplemental Indentures, it is hereby further covenanted, declared and agreed, upon the trusts and for the purposes aforesaid, that the trusts, terms and conditions, upon which the Mortgaged Property hereby granted, mortgaged, conveyed, assigned and transferred or intended so to be is to be held and disposed of, are as set forth in the Original Indenture and the Prior Supplemental Indentures and in the following covenants, agreements, conditions and provisions, viz.: ARTICLE I. PARTICULAR COVENANTS OF THE COMPANY REGARDING THE MORTGAGED PROPERTY. The Company covenants and agrees, in particular, but without limiting other covenants and provisions hereof, or of the Original Indenture and the Prior Supplemental Indentures, as hereinafter in this Article set forth, namely: SECTION 1. The Mortgaged Property specifically described in the granting clauses of this Twenty-second Supplemental Indenture, including Schedule I hereof, is now wholly free from and unencumbered by any defect, mortgage, pledge, charge or other encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, except only taxes for the current year not yet due, permitted liens and those encumbrances, if any, referred to in said granting clauses and Schedule I hereof; and the Company will duly and punctually remove, perform, pay and discharge, or if it contests, will stay (and indemnify the Trustee from time to time to the satisfaction of the Trustee against) the enforcement of, all obligations and claims arising or to arise out of or in connection with each and all thereof. The Company will not create or suffer any other mortgage, pledge, charge or material encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, upon the Mortgaged Property, or any part thereof, now owned or hereafter acquired, except only such as are permitted under the provisions of Section 4.16 of the Original Indenture. SECTION 2. The Company is lawfully seized in fee simple of the real estate, and owns outright and is lawfully possessed in its own right, absolutely and unconditionally, of the property and rights, constituting the Mortgaged Property specifically described in the granting clauses of this Twenty-second Supplemental Indenture, including Schedule I hereof, and has good title to, and full power and authority to sell, transfer, assign, mortgage, pledge and convey the property, rights and interests hereby presently sold, transferred, assigned, mortgaged, pledged and conveyed or purported or intended so to be, all subject only to taxes not yet due, to those liens, encumbrances and defects, if any, referred to in the granting clauses and said Schedule I hereof; and the Company will warrant and defend the title to the Mortgaged Property, and every part thereof (subject as aforesaid), to the Trustee, against all claims and demands whatsoever of any person and all persons claiming or to claim the same or any interest therein, subject only as aforesaid and to mortgages, encumbrances and liens on after-acquired property to the extent permitted by Section 4.16 of the Original Indenture. The Company will keep this Twenty-second Supplemental Indenture at all times properly filed and recorded, and refiled and rerecorded, in such manner and in such places, and will do such other acts, as may be necessary or desirable to establish and maintain the superior lien of the Indenture upon the Mortgaged Property, and for the proper protection of the Trustee and the Bondholders. The Company will also from time to time subject to the lien of the Indenture all of its hereafter-acquired property which is included in the granting clauses hereof or which the Company is required by any of the provisions of the Indenture to subject to the lien thereof. ARTICLE II. COVENANTS OF THE COMPANY. SECTION 1. The Company warrants that at the date of the execution and delivery of this Twenty-second Supplemental Indenture the Company is not in default in any respect under any of the provisions of the Original Indenture, of the Prior Supplemental Indentures or of the Outstanding Bonds, and covenants that it will perform and fulfill all the terms, covenants and conditions of the Indenture to be performed and fulfilled by the Company. SECTION 2. The Company is duly organized and existing under the laws of the State of Rhode Island, and is duly authorized under all applicable provisions of law to create and issue the Series W Bonds and to execute this Twenty-second Supplemental Indenture, and all corporate action on its part for the creation and issue of the Series W Bonds as herein provided, and for the execution and delivery of this Twenty-second Supplemental Indenture, has been duly and effectively taken. The Series W Bonds in the hands of the holders thereof, and this Twenty-second Supplemental Indenture, are and will be, respectively, valid and enforceable obligations of the Company in accordance with the provisions thereof and hereof. ARTICLE III. CONCERNING THE SERIES W BONDS. In addition to the provisions of the Original Indenture applicable by their terms, the following provisions (pursuant particularly to the provisions of Section 12.01(e) of the Original Indenture) relating to the forms and provisions of the Series W Bonds are hereby established as follows: SECTION 1. The Series W Bonds shall be issued from time to time upon delivery to the Trustee of a certificate as to form signed by an officer of the Company setting forth the matter described below. Each issue of the Series W Bonds shall be designated in such manner as to distinguish it from all other issues. Bonds of each issue shall be identical to other Bonds of such issue in tenor and effect. The certificates as to form shall designate, within such limits as may be from time to time established by a directors' resolution, the designation and amount of the issue, the date of maturity (which date shall not be more than thirty years from the date on which Bonds of that issue were first certified and delivered), the interest rate, the provisions for call and redemption, if any, including any premium or premiums payable thereon. The permanent Series W Bonds shall be lithographed on steel engraved tints or, (i) if so authorized by the certificate as to form, engraved either fully or partially in such manner as to meet the listing requirements of any securities exchange on which the Series W Bonds may at the time be listed, or (ii) if so authorized by the certificate as to form, printed, photocopied, or otherwise reproduced in such manner as to meet the requirements of a depository with which the Series W Bonds may be placed. The Series W Bonds shall consist of fully registered Bonds without coupons in denominations of $1,000 and any integral multiples thereof, authorized by a certificate as to form, with distinguishing letters and/or numbers as may be determined by a certificate as to form, and all as approved by the Trustee. The permanent Series W Bonds, Trustee's certificate and the form of endorsement shall be substantially in the forms hereinbefore set forth, with appropriate insertions, omissions and variations approved by the Trustee for the different issues and denominations. The certificate as to form may also provide that ownership of all or any issue of Series W Bonds shall be evidenced by one or more certificates placed with a depository. If, after the initial issue of Series W Bonds which had been placed with a depository, the depository no longer holds such issue of the Series W Bonds, the Company may determine that ownership of such Series W Bonds shall be evidenced in the usual certificated form. No provision of the certificate as to form with respect to matters referred to in this paragraph shall be made applicable to the holder of a Bond or Bonds of Series W, the original issue date of which is prior to the date of the certificate as to form, except at the option of such holder. The principal of and the premium (if any) and interest on the Series W Bonds shall be payable at the principal office in Providence, Rhode Island, of the Trustee, or at the principal office of its successor in the trusts created by the Indenture, or in such other places, if any, as may be authorized for the purpose. At the option of the Company, such interest may be paid by check payable to the order of, and mailed to the address of, the person entitled thereto, as the name and address of such person shall appear on the bond register maintained pursuant to the Indenture. The interest installment on any Series W Bond which is payable, and is punctually paid or duly provided for, on any first of June or December shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the relevant regular record date, namely, the May 15 or November 15 (whether or not a business day) next preceding. However, any interest installment on any Series W Bond which is payable, but is not punctually paid or duly provided for (in whole or in part), on any first of June or December (herein called Defaulted Interest) shall forthwith cease to be payable to the registered owner on the relevant regular record date; and such Defaulted Interest may be paid by the Company, at its election in each case, in either of the ways provided in Clause (1) or Clause (2) below: (1) The Company may elect to make payment of any Defaulted Interest to the persons in whose names the Series W Bonds (or their respective Predecessor Bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series W Bond and the date of the proposed payment which shall be not less than forty-five days after the receipt by the Trustee of such notice of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest, or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen but not less than five days prior to the date of the proposed payment. The Trustee shall promptly notify the Company of such special record date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be mailed, postage prepaid, to each owner of Series W Bonds, at his address on the transfer registry, not less than fifteen days prior to such special record date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day, of general circulation in each city or place where interest is payable, but such publication shall not be a condition precedent to the establishment of such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Series W Bonds (or their respective Predecessor Bonds) are registered on such special record date and shall no longer be payable pursuant to the following Clause (2). (2) The Company may elect to make payment of any Defaulted Interest, at any time and without prior notice to Bondholders, to the persons in whose names the Series W Bonds are registered at the close of business on the day preceding the date of payment, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. As used herein "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond; and, for the purposes of this definition, any Bond certified and delivered in lieu of a destroyed or lost Bond shall be deemed to evidence the same debt as the destroyed or lost Bond. Subject to the foregoing provisions of this Section, each Series W Bond delivered under the Indenture upon transfer of or exchange for or in lieu of any other Series W Bond of the same original issue date and identical terms and provisions shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series W Bond of the same original issue date. SECTION 2. The permitted aggregate principal amount of the Series W Bonds which may be executed by the Company and certified by the Trustee shall not be limited, except as otherwise provided in Article 3 of and elsewhere, in the Original Indenture, and except that the aggregate principal amount of Bonds certified, delivered or outstanding at any time shall never in any event exceed the amount at that time permitted by law. SECTION 3. All of the Series W Bonds shall be executed, in the name and on behalf of the Company and under its corporate seal impressed or imprinted thereon, by its president or one of its vice-presidents, and by its treasurer or one of its assistant treasurers. The signature of any or all of these officers on the Series W Bonds may be either manual or facsimile. In case any officer of the Company who shall have signed or sealed any of the Series W Bonds shall not have been such officer on the date borne by the Bonds, or shall cease to be such officer before the Bond so signed or sealed shall have been actually certified and/or delivered, such Bonds, nevertheless, by presentation to the Trustee for certification, or by delivery, shall be adopted by the Company and may be certified and delivered as herein provided, and thereupon shall be issued hereunder and shall be as binding upon the Company as though the person who signed or sealed such Bonds had been such officer of the Company on the date borne by the Bonds and on the date of certification and delivery. SECTION 4. The Series W Bonds shall be transferable, shall be exchangeable for other fully registered Series W Bonds of the same original issue date and identical terms and provisions, and may be presented for payment, transfer and exchange, and notices and demands in respect of Series W Bonds may be served or made, and the Series W Bonds may bear such endorsements or legends in respect of any or all of the foregoing matters or otherwise, all upon the payment of applicable charges and upon and subject to the applicable conditions and provisions of the Original Indenture in respect of the Bonds and/or of the Series A Bonds, all of which conditions and provisions mutatis mutandis are hereby adopted and made applicable in respect of the Series W Bonds as fully as if set forth herein at length; provided, however, that, with respect to the Series W Bonds, the last three paragraphs of Section 2.06(b) of the Original Indenture shall not be applicable; and provided, further, that the owner of any Series W Bond shall be entitled to transfer or exchange such Bond without charge (except for any stamp tax or other governmental charge incident thereto); and provided, further, that the Company shall not be required (i) to issue, transfer or exchange any Series W Bond during a period beginning at the opening of business fifteen days before the day of the mailing of a notice of redemption of Series W Bonds selected for redemption and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Series W Bond so selected for redemption in whole or in part. SECTION 5. The certificate as to form, as to an issue of Series W Bonds shall provide whether such Series W Bonds may be called, as a whole or in part, or whether any part of the principal amount constituting $1,000 or any integral multiple thereof, may be called, at the option of the Company under the improvement fund provisions of Section 5.06 of the Original Indenture, for redemption, in all cases at any time, whether or not an interest payment date, upon not less than thirty days prior notice given as hereinafter provided, at the applicable redemption price, together in each case with accrued and unpaid interest to the redemption date; provided, however, the certificate as to form, as to any issue of Series W Bonds, may provide that none of such Bonds shall be so called, whether for a period of years or at any time, from the date such Bonds were first certified and delivered, as set forth in the certificate. The applicable redemption price shall be as set forth in the certificate as to form. The certificate as to form, as to any issue of Series W Bonds, may provide that none of such Series W Bonds shall be redeemed prior to a stated date at general redemption prices if such redemption is for the purpose or in anticipation of refunding such Bonds, or any part thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practices) of less than the effective interest cost to the Company of the such Bonds. Notice of such redemption shall be given, money for such redemption shall be deposited with and held and applied by the Trustee, and such redemption shall be carried out, all at the times, on the publication of notice, in the manner, on the conditions and with the effect and pursuant to the provisions specified in Section 5.02 (so far as applicable to the redemption of Bonds other than Series A Bonds) and Sections 5.03 and 5.04 of the Original Indenture; provided, however, that "published notice" with respect to any redemption of the Series W Bonds need not be given but a similar notice shall be mailed, postage prepaid, at least thirty days prior to any redemption date of the Series W Bonds, to each owner of the Bonds to be redeemed, at his address on the transfer registry; as a convenience but not as a condition precedent to a redemption, the Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice of redemption to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day and of general circulation in each city or place where the principal of the called Bond is payable; and, provided, further, that, in case the Company shall have elected to redeem less than all of an issue of outstanding Series W Bonds it shall, in each instance, at least fifteen days before the date upon which mailing of the notice of redemption herein mentioned is required to be made, notify the Trustee in writing of such election and of the aggregate principal amount of Series W Bonds to be redeemed and the original issue date or dates of the Series W Bonds from which redemption is to be made, and the Trustee shall thereupon select the Bonds to be redeemed from the outstanding Series W Bonds of the appropriate issue or issues not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Bonds of denominations larger than $1,000, the portions of the principal of the Bonds so selected for partial redemption to equal $1,000 or an integral multiple thereof (provided, however, no remaining part of such bond shall be less than $1,000), and within ten days after receiving the aforesaid notice shall notify the Company in writing of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed; and provided, further, that in case the Company shall have elected to redeem less than all of an issue of the outstanding Series W Bonds, the notice of redemption shall state, among other things, the identification (by numbers, groups of numbers ending in the same digit, or series of digits, or otherwise) and, in case of partial redemption of Bonds of denominations larger than $1,000, the respective principal amounts of the Bonds to be redeemed. Installments of interest on any Series W Bond maturing on or prior to the redemption date of such Bond shall continue to be payable as provided in Section 1 of this Article III. ARTICLE IV. AMENDMENT TO THE INDENTURE The Original Indenture, as previously amended, is hereby further amended as set forth below. There is hereby added to Article 3 section 3.02 of the Original Indenture two new paragraphs at the conclusion of section 3.02 reading as follows: "The Company may, from time to time, and upon furnishing the Trustee with the documents set forth in this section and in section 3.03, direct the Trustee in writing to acknowledge on its books the right of the Company to request the certification and delivery of Bonds pursuant to section 3.04 up to the aggregate principal amount set forth in such direction. Such rights are hereinafter called "Unissued Bonds." Any additional property used as the basis for the acknowledgment of the Unissued Bonds shall be deemed funded for the purposes of any certificate required under any section of this Indenture, and such Unissued Bonds shall be deemed to be Bonds outstanding hereunder for the purposes of this section, section 3.03 and section 3.04 (including any application or certificate required hereby or thereby) in the principal amounts and having the interest rates and maturity dates as set forth in the written application therefor but shall not have any voting rights or be deemed to be Bonds outstanding hereunder for any other purpose. The Trustee, upon being furnished by the Company with an officers' certificate surrendering the Unissued Bonds, shall acknowledge upon its books the cancellation of said Unissued Bonds. Any canceled Unissued Bonds not used theretofore against the issuance of Bonds pursuant to section 3.04 shall thereafter be treated as though they had never been outstanding. The authorizing directors' resolutions and forms required by paragraph (a) of this section 3.02 and the authorizations and forms in the documents required by paragraphs (b), (e), and (f) of this section as applicable to Unissued Bonds shall be considered subsumed in the authorizations and forms for the Bonds to be ultimately issued pursuant to section 3.04. The opinion required pursuant to paragraph (d) of this section shall be appropriately modified to reflect the use of the Unissued Bonds as herein provided." Section 3.03 of Article 3 of the Original Indenture is hereby amended by adding in the 1st line after "and delivered" the following: "and Unissued Bonds may be acknowledged by the Trustee." There is added to Article 3 section 3.04 of the Original Indenture two new paragraphs at the conclusion of section 3.04 reading as follows: "References herein to the certification and delivery of Bonds to the aggregate amount of Bonds which shall have been retired and which are unfunded shall be considered to include the aggregate amount of Unissued Bonds which the Trustee has acknowledged pursuant to section 3.02 and section 3.03 and which are unfunded and not otherwise cancelled. Such Unissued Bonds shall be deemed to be funded to the extent that they have been used as the basis for the certification and delivery of Bonds pursuant to this section. Any application of the Company for the authentication and delivery of Bonds pursuant to this section against "Unissued Bonds" created in accordance with section 3.02 shall be accompanied by an officers' certificate stating that retirements since September 1, 1944, were not greater than the amount payable as an improvement fund since September 1, 1944, and, unless there has been filed a net earnings certificate including the interest charges on the Unissued Bonds within the calendar year preceding the date of the application, shall be accompanied by a net earnings certificate satisfying the requirement of paragraph (d) of section 3.03 as far as applicable." ARTICLE V. CONCERNING THE TRUSTEE. The Trustee accepts and agrees to execute the trusts, powers, rights and duties of the Trustee under this Twenty-second Supplemental Indenture upon and only upon and subject to the terms and conditions of this Twenty-second Supplemental Indenture and the terms and conditions of the Original Indenture relating to the Trustee thereunder, all of which the Company and the holders of the Series W Bonds, by the issue, acceptance and holding of said Bonds, agree are applicable to the Trustee hereunder, expressly including, but without limiting the foregoing, or other provisions of the Indenture and hereof protecting the Trustee, and without limiting or affecting any right, power or discretion of the Trustee thereunder or hereunder, or otherwise existing, the following: (a) The Trustee for the time being under the Original Indenture shall ex officio be the Trustee under this Twenty-second Supplemental Indenture. The word "Trustee" wherever used herein shall be taken to apply to the Trustee for the time being under the Original Indenture and hereunder. (b) The recitals of fact contained herein and in the Series W Bonds (except only the certificate upon said Bonds that they are issued under the Indenture) shall be taken as the statements of the Company and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the value of the mortgaged and pledged property or any part thereof, or as to the title of the Company thereto, or as to the validity or adequacy of the security afforded thereby and hereby, or as to the validity of this Twenty-second Supplemental Indenture or of the Series W Bonds issued hereunder. (c) The Trustee in respect of all provisions hereof, of all moneys held by it hereunder, of all property herein embraced and of all action or omission to act hereunder and/or under or relating to the Series W Bonds (i) shall be held to no responsibility or liability hereunder in any way greater than the responsibility or liability to which the Trustee under the Original Indenture is held thereunder and (ii) shall be entitled to, may exercise and shall be protected by (to the full extent that the same are applicable) all estate, rights, powers, conditions, duties, privileges, immunities, exemptions, authorities, protection and provisions set forth in Article 10 of the Original Indenture as applying to the Trustee thereunder, all of which mutatis mutandis are hereby adopted and made applicable in respect of such provisions hereof, moneys held hereunder, property herein embraced and action or omission to act hereunder as fully as if the provisions concerning the same were set forth herein at length. ARTICLE VI. DEFEASANCE. All the property hereby mortgaged and pledged or intended so to be shall revert to the Company and the estate, right, title and interest of the Trustee in respect thereof shall cease, determine and become void and the Trustee shall execute to the Company or its order proper instruments acknowledging satisfaction of this Twenty-second Supplemental Indenture and surrendering to the Company or its order all cash and deposited securities, if any, which shall then be held hereunder in the manner and with the effect provided in Article 15 of the Original Indenture, but only upon the discharge of the Original Indenture by the Trustee thereunder pursuant to the provisions thereof. ARTICLE VII. MISCELLANEOUS. SECTION 1. This Twenty-second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and as provided in the Original Indenture this Twenty-second Supplemental Indenture forms a part thereof and, except as herein expressly otherwise defined, the use of terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture. Pursuant to Section 12.01 of the Original Indenture, it is hereby stipulated that the Trustee shall not be taken impliedly to waive hereby any right it would otherwise have. SECTION 2. All the covenants and provisions of this Twenty-second Supplemental Indenture and of the Series W Bonds are for the sole and exclusive benefit of the parties hereto and the holders of the Bonds, and no others shall have any legal, equitable or other right, remedy or claim under or by reason of this Twenty-second Supplemental Indenture or of the Series W Bonds. SECTION 3. This Twenty-second Supplemental Indenture is stated to be dated as of June 1, 1995. This is intended as and for a date for reference and for identification, the actual time of the execution hereof being the date set forth in the testimonium clause hereof. SECTION 4. This Twenty-second Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original; and such counterparts shall constitute but one and the same instrument, which shall for all purposes be sufficiently evidenced by any such original counterpart. SECTION 5. The cover of this Twenty-second Supplemental Indenture and all article headings, and the table of contents and marginal notes, if any, are inserted for convenience only, and shall not affect any construction or interpretation hereof. IN WITNESS WHEREOF, The Narragansett Electric Company has caused this Twenty-second Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, and Rhode Island Hospital Trust National Bank has caused this Twenty-second Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, all as of the day and year first above written, but actually executed on June 20, 1995. THE NARRAGANSETT ELECTRIC COMPANY [Corporate Seal] By R. Nadeau R. Nadeau, Vice President ATTEST: David J. Saggau David J. Saggau, Assistant Secretary RHODE ISLAND HOSPITAL TRUST NATIONAL BANK [Corporate Seal] By Patrick Thebado Patrick Thebado, Authorized Officer ATTEST: Carla A. Mastromatteo Carla A. Mastromatteo, Authorized Officer SCHEDULE I The property and interests in property situated in the Towns of Barrington, Bristol, Charlestown, Coventry, East Greenwich, Exeter, Foster, Glocester, Hopkinton, Johnston, Little Compton, Narragansett, North Kingstown, North Providence, Richmond, Scituate, Smithfield, South Kingstown, Tiverton, Warren, Westerly, West Greenwich and West Warwick, Rhode Island, and in the cities of Cranston, East Providence, Providence and Warwick by the following instruments:
BARRINGTON Recorded in Barrington Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- ----- Jack T. Grant et ux Nov. 1, 1993 241 31 Gen. 7557 Gerald J. Fogarty, et al Dec. 13, 1993 250 57 Gen. 7558 John Bretl July 13, 1994 266 205 Gen. 7559 State of Rhode Island and Providence Plantations Aug. 15, 1994 270 250 Gen. 7560 State of Rhode Island and Providence Plantations Aug. 15, 1994 270 242 Gen. 7561 BRISTOL Recorded in Bristol Land Records ------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Roger Williams University Sept. 10, 1993 488 173 Gen. 11,727 Kickemuit River Company Feb. 26, 1994 509 342 Gen. 11,728 Asterio H. Sousa et al Aug. 4, 1994 524 313 Gen. 11,729 CHARLESTOWN Recorded in Charlestown Land Records ----------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Beechwood Enterprises, Inc. Aug. 31, 1993 133 53 Gen. 4700 Vincent J. Greto Oct. 4, 1993 133 1012 Gen. 4701 John F. Smith et al Jan. 18, 1994 136 486 Gen. 4702 Beachwood Enterprises Inc. July 12, 1994 140 404 Gen. 4703 Linda A. Peloquin July 20, 1994 142 424 Gen. 4704 Robert M. Whyte et al Nov. 2, 1994 142 428 Gen. 4705 Robert B. Russell et al Oct. 28, 1994 142 426 Gen. 4706 Andrew J. Catanzaro Nov. 14, 1994 142 1010 Gen. 4707 Pioneer Consolidated, Inc. Nov. 14, 1994 142 1008 Gen. 4708 Rose Michael Jan. 24, 1995 143 682 Gen. 4709 William E. Lancellotti, Jr. Dec. 8, 1994 143 684 Gen. 4710 COVENTRY Recorded in Coventry Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- David B. Pancarowicz et ali Nov. 2, 1993 423 51 Gen. 6248 John R. Perry, Jr. Nov. 29, 1993 431 271 Gen. 6249 Valentino Feraone, Jr. et al Dec. 2, 1993 439 6 Gen. 6250 W.F.D. Associates, L.P. Apr. 4, 1994 456 54 Gen. 6252 Pine Edge, Inc. Apr. 25, 1994 458 325 Gen. 6253 Christopher J. Denison et al Aug. 18, 1994 473 257 Gen. 6254 Jason C. Ullom et al Aug. 21, 1994 473 255 Gen. 6255 Yvette L. Ullom Aug. 17, 1994 473 253 Gen. 6256 Gary Koski et al July 19, 1994 470 139 Gen. 6257 W.F.D. Associates, L.P. Oct. 27, 1994 483 75 Gen. 6258 Terrence A. Brown et al Dec. 13, 1994 489 196 Gen. 6259 Central Coventry Fire Dec. 13, 1994 489 198 Gen. 6260 Department Padula Builders, Inc. Dec. 6, 1994 489 200 Gen. 6261 Michael P. Baird Jan. 17, 1995 491 175 Gen. 6262 CRANSTON Recorded in Cranston Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- State of Rhode Island and Aug. 5, 1993 830 764 Gen. 10,055 Providence Plantations Birnam Wood Limited Partnership Sept. 13, 1993 835 579 Gen. 10,056 Haroutoun Mourachian et al Dec. 7, 1993 846 148 Gen. 10,057 State of Rhode Island and July 12, 1994 873 315 Gen. 10,058 Providence Plantations State of Rhode Island and July 12, 1994 873 324 Gen. 10,058 Providence Plantations State of Rhode Island and July 27, 1994 874 369 Gen. 10,059 Providence Plantations State of Rhode Island and July 27, 1994 874 377 Gen. 10,059 Providence Plantations Eppley Realty Company, Inc. Aug. 30, 1994 875 593 Gen. 10,060 EAST GREENWICH Recorded in East Greenwich Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- David Beretta, III et al Nov. 1, 1993 183 598 Gen. 11,124 Caldwell and Johnson Oct. 22, 1993 183 595 Gen. 11,125 Caldwell and Johnson Oct. 20, 1993 183 592 Gen. 11,126 Homestead Restoration Limited Partnership Mar. 22, 1994 190 434 Gen. 11,127 David B. Munroe et al May 2, 1994 190 428 Gen. 11,128 D.W. Daniel Contracting and Estimating Aug. 15, 1994 193 857 Gen. 11,129 DDJJBK Co. Inc. Aug. 9, 1994 193 853 Gen. 11,130 Pascack Homes at Pheasant Ridge L.L.C. Aug. 22, 1994 193 850 Gen. 11,131 Amalgamated Financial Group IX L.P. Aug. 10, 1994 193 991 Gen. 11,132 Margaret A. Gale Estate Sept. 27, 1994 194 790 Gen. 11,133 James C. Forte et al Sept. 23, 1994 194 782 Gen. 11,134 Philip Ryan Homes, Ltd. Sept. 22, 1994 194 785 Gen. 11,135 Peter C. Haines et al Oct. 19, 1994 195 786 Gen. 11,136 Independence Center, Inc. Sept. 30, 1994 195 523 Gen. 11,137 Andrew C. Smiley, Inc. Nov. 10, 1994 196 154 Gen. 11,139 Amalgamated Financial Group Jan. 13, 1995 197 429 Gen. 11,140 IX, L.P. EAST PROVIDENCE Recorded in East Providence Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- D'Ambra Realty Corp. Apr. 12, 1994 1101 286 Gen. 1186 EXETER Recorded in Exeter Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- William O. Izzi et al Sept. 17, 1993 84 483 Gen. 4940 Armand A. Houston et ux Oct. 14, 1993 85 522 Gen. 4941 Richard P. Morrison Apr. 11, 1994 88 443 Gen. 4942 Rico Corporation Aug. 22, 1994 90 429 Gen. 4943 John Sidney Strickland et ux Oct. 12, 1994 90 516 Gen. 4944 Ski Pro, Inc. Jan. 24, 1995 91 746 Gen. 4945 FOSTER Recorded in Foster Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Robert Poland et ux Dec. 21, 1993 Gen. 2155 Donald J. Paquin et al July 2, 1993 Gen. 2156 David R. Danilowicz et al Feb. 4, 1994 Gen. 2157 Arne Johnson et ux April 21, 1994 64 459 Gen. 2158 David K. Orovitz et al July 29, 1994 64 762 Gen. 2159 John W. Kent III et al, Trs. Sept. 23, 1994 65 706 Gen. 2160 Richard S. Nutt et ux Nov. 7, 1994 66 202 Gen. 2161 Michael Valentine et al Dec. 6, 1994 67 75 Gen. 2162 GLOCESTER Recorded in Glocester Land Records --------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Benjamin Kanopky Nov. 1, 1993 205 937 Gen. 6799 Rick A. Wood et al Jan. 14, 1994 208 422 Gen. 12,101 N.R.I. Real Estate Holdings, Inc. July 27, 1994 211 648 Gen. 12,102 HOPKINTON Recorded in Hopkinton Land Records --------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Andrew C. Smiley Inc. et al Nov. 16, 1993 233 433 Gen. 1971 Albert J. Russo et al Sept. 10, 1993 232 59 Gen. 1972 A&R Properties, Inc. Apr. 11, 1994 238 422 Gen. 1973 Kenneth W. Dinwoodie et al Apr. 21, 1994 238 420 Gen. 1974 Robert L. Brunelle et al Apr. 21, 1994 239 287 Gen. 1975 William A. Greenfield et al July 17, 1994 242 224 Gen. 1976 Joseph R. Czerkiewicz et al Aug. 15, 1994 242 436 Gen. 1977 Virginia Alexander et ali Aug. 15, 1994 242 434 Gen. 1978 Walter Czerkiewicz Jr. Aug. 15, 1994 242 432 Gen. 1979 Bruce Brayman Builders, Inc. et al Sept. 1, 1994 243 398 Gen. 1980 JOHNSTON Recorded in Johnston Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Izzo Realty Company Oct. 21, 1993 461 144 Gen. 12,008 Frank Simonelli Dec. 28, 1993 476 162 GEN. 12,009 Robert L. Faella et al Nov. 4, 1993 463 336 Gen. 12,010 State of Rhode Island and Providence Plantations Aug. 5, 1993 455 16 Gen. 12,011 R. J. Colardo, Inc. Sept. 7, 1993 456 341 Gen. 12,012 Frank Simonelli Nov. 15, 1993 466 35 Gen. 12,013 Allied Support Systems, Inc. Jan. 12, 1994 405 270 Gen. 12,014 Costantino Bros., Inc. June 7, 1994 497 242 Gen. 12,015 Peter A. Jacavone et ux Aug. 4, 1994 507 78 Gen. 12,016 Jaco Associates, Incorporated July 11, 1994 506 25 Gen. 12,017 Mario B. Farone et al April 19, 1994 500 43 Gen. 12,018 Alfred Mekuto III et ux Oct. 7, 1994 514 53 Gen. 12,019 LITTLE COMPTON Recorded in Little Compton Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Charles S. Moffett et al Sept. 29, 1993 92 13 Gen. 11,919 Frederick L. Bissinger Sept. 21. 1993 92 11 Gen. 11,920 Morgan Cutts Feb. 25, 1994 94 165 Gen. 11,921 William A. Medeiros et ux July 22, 1994 96 39 Gen. 11,922 Peter Mason Thurston et ux July 19, 1994 96 41 Gen. 11,923 Louise P. Havens Sept. 23, 1994 96 231 Gen. 11,924 Philip V. Havens et al Sept. 23, 1994 96 233 Gen. 11,925 James B. Patrick Sept. 26, 1994 96 280 Gen. 11,926 Susan B. Samson Sept. 26, 1994 96 278 Gen. 11,927 Martha L. Patrick Sept. 26, 1994 96 276 Gen. 11,928 NARRAGANSETT Recorded in Narragansett Land Records ------------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Harold Elwell et ux Dec. 21, 1993 309 211 Gen. 5235 Picerne Investment Limited Partnership II Mar. 31, 1994 313 127 Gen. 5236 Earl Quimby et ux Mar. 28, 1994 313 92 Gen. 5237 Herbert Desimone Mar. 4, 1994 313 90 Gen. 5238 Mark S. Deresienski et al Aug. 16, 1994 320 43 Gen. 5239 Henry J. Cataldo et al May 24, 1994 317 23 Gen. 5240 Christina M. Rotelli July 21, 1994 321 489 Gen. 5241 Lot Owners Committee for Bass Rock Farm Estates July 21, 1994 321 485 Gen. 5242 Bass Rock Farm Associates July 21, 1994 321 481 Gen. 5243 Bass Rock Farm Associates July 21, 1994 321 477 Gen. 5244 Eugene A. Russo et al Aug. 22, 1994 321 493 Gen. 5245 Louise Buonomano Oct. 28, 1994 322 820 Gen. 5246 Lea Johnston et ux Nov. 18, 1994 323 822 Gen. 5247 Mark S. Deresienski et ux Jan. 9, 1995 325 466 Gen. 5248 NORTH KINGSTOWN Recorded in North Kingstown Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Bayshore Ventures L.L.C. Jan. 17, 1994 860 16 Gen. 4328 Lone Tree Point Beach Nov. 25, 1993 848 259 Gen. 4329 Association Richard A. Petronsky et ux Dec. 22, 1993 858 189 Gen. 4330 Matthew C. Sears, Jr. et al Feb. 5, 1994 865 322 Gen. 4331 Alan Perlman et ali Apr. 12, 1994 876 197 Gen. 4332 Town of North Kingstown May 11, 1994 879 2 Gen. 4333 Joseph E. Martella et al,Trs. July 29, 1994 893 165 Gen. 4335 Stephen W. Shippee et ux Oct. 10, 1994 905 98 Gen. 4336 Stephen Andrachow, Inc. Oct. 12, 1994 905 100 Gen. 4337 NORTH PROVIDENCE Recorded in North Providence Land Records ---------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Kimberly Court, Inc. July 2, 1993 255 1174 Gen. 2380 Francis M. Murphy et al Oct. 25, 1993 263 427 Gen. 2381 PROVIDENCE Recorded in Providence Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- First National Supermarkets Oct. 4, 1993 2842 212 GEN. 11,053 Opthalmic Partners Oct. 4, 1993 2835 032 GEN. 11,054 The Housing Authority of the Oct. 29, 1993 2849 249 GEN. 11,055 City of Providence Independent Living Authority of Rhode Island Aug. 5, 1993 2816 298 GEN. 11,056 Pawtucket Power Associates, Feb. 3, 1993 2740 184 Gen. 11,057 Limited Partnership (FEE) Rhode Island Convention Dec. 9, 1993 2875 74 Gen. 11,058 Center Authority Johnson & Wales University Jan. 10, 1994 2889 334 Gen. 11,059 State of Rhode Island and Providence Plantations Aug. 5, 1993 2818 27 Gen. 11,060 Medical Arena, Inc. Jan. 22, 1994 2916 31 Gen. 11,061 Butler Hospital Mar. 9, 1994 2938 258 Gen. 11,062 Providence Inn Associates Mar. 24, 1994 2963 220 Gen. 11,063 The Housing Authority of the City of Providence Dec. 22, 1994 3087 43 Gen. 11,064 ugene Stauber June 7, 1994 2965 13 Gen. 11,065 Lanco Realty Corporation June 10, 1994 2983 227 Gen. 11,066 Harvey D. Michaels et al June 15, 1994 2983 225 Gen. 11,067 226 South Main Street Title Holding Company June 21, 1994 2999 5 Gen. 11,068 Jan Co. Central, Inc. Aug. 15, 1994 3009 235 Gen. 11,069 Adam Urena Sept. 5, 1994 3026 172 Gen. 11,070 State of Rhode Island and Providence Plantations Sept. 15, 1994 3026 176 Gen. 11,071 State of Rhode Island and Providence Plantations Sept. 15, 1994 3026 183 Gen. 11,072 Omni Development Corporation Sept. 20, 1994 3026 174 Gen. 11,073 The Mary C. Wheeler School, Incorporated Dec. 6, 1994 3067 7 Gen. 11,074 The Housing Authority of the City of Providence Dec. 16, 1994 3087 41 Gen. 11,075 State Street Bank and Trust Company Dec. 15, 1994 3087 45 Gen. 11,076 Calvi Realty Co., Inc. Dec. 15, 1994 3093 88 Gen. 11,077 B.P. Prov. Partnership Feb. 6, 1995 3106 308 Gen. 11,078 RICHMOND Recorded in Richmond Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Robert R. Pope, II et al Oct. 22, 1993 91 261 Gen. 2943 Nancy Jane Wilcox Nov. 24, 1993 91 641 Gen. 2944 Valerie A. Parenti et al Nov. 24, 1993 91 643 Gen. 2945 A&R Properties, Inc. Sept. 16, 1993 90 673 Gen. 2946 Leeward Realty Holding Corp. June 2, 1994 95 229 Gen. 2947 Kane Corporation June 1, 1994 95 186 Gen. 2948 Thomas H. Murray et ux May 26, 1994 95 184 Gen. 2949 Ronald E. Laliberte et al Aug. 9, 1994 96 415 Gen. 2950 Narragansett Investment Company July 27, 1994 96 226 Gen. 2951 Harold N. Stewart et al July 25, 1994 96 224 Gen. 2952 Robert L. Malacarne et al July 20, 1994 96 222 Gen. 2953 Albert Romanella et ali July 15, 1994 96 219 Gen. 2954 Charles H. Gifford III July 27, 1994 96 217 Gen. 2955 James E. Sheehan June 6, 1994 95 779 Gen. 2956 Oceanview Partners, L.P. Nov. 14, 1994 97 563 Gen. 2958 Malcolm L. Spaulding Jan. 19, 1995 98 390 Gen. 2959 SCITUATE Recorded in Scituate Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Town of Scituate June 7, 1994 155 760 Gen. 8028 Gennaro Macera et ali Nov. 16, 1994 157 864 Gen. 8029 Scituate Village Shopping Nov. 14, 1994 157 867 Gen. 8030 SMITHFIELD Recorded in Smithfield Land Records ---------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- James Kilduff et al Mar. 13, 1993 155 405 Gen. 9069 Mountaindale Estates, LCC Oct. 21, 1993 168 37 Gen. 9070 Andrew J. D'Angelo et ux Nov. 23, 1993 171 141 Gen. 9071 Carl R. Adler et al July 13, 1993 163 463 Gen. 9072 Jeffrey H. Adler July 15, 1993 163 461 Gen. 9073 Charles P. Brochu et ux Jan. 15, 1994 173 445 Gen. 9074 William Machala et ux June 16, 1994 177 197 Gen. 9075 Ferdinand E. Bottai et ux April 8, 1994 177 193 Gen. 9076 Mary Frances Caouette et al, Trs. May 21, 1993 177 195 Gen. 9077 RFA Realty Associates Feb. 1, 1993 154 742 Gen. 9078 Rhode Island Port Authority Sept. 28, 1994 182 124 Gen. 9079 and Economic Development Corporation Karl R. Adler et ux Dec. 15, 1994 183 780 Gen. 9080 Robert Rongione Feb. 27, 1995 185 242 Gen. 9081 Beth Marie Ochsner et al Feb. 26, 1995 185 244 Gen. 9082 Village at Waterman Lake Limited Partnership April 18, 1995 187 83 Gen. 9083 SOUTH KINGSTOWN Recorded in South Kingstown Land Records --------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- South County Sand & Gravel Oct. 25, 1993 529 315 Gen. 11,276 Co., Inc. Janette L. Gouvin Oct. 28, 1993 529 318 Gen. 11,277 Alan G. Wild et al Nov. 2, 1993 529 320 Gen. 11,278 Denison Associates Sept. 21, 1993 522 478 Gen. 11,279 Thomas A. Champlin Sept. 23, 1993 522 481 Gen. 11,280 Leonard John Lafreniere et al Nov. 5, 1993 532 254 Gen. 11,281 James A. Johnson Nov. 8, 1993 532 259 Gen. 11,282 John D. Lillibridge Nov. 13, 1993 532 261 GEN. 11,283 Phillip J. Allaire et al Nov. 22, 1993 532 257 GEN. 11,284 John F. Jillett et al Sept. 8, 1993 521 445 GEN. 11,285 Fakhrerazi Nikkhah et al Sept. 13, 1993 521 249 GEN. 11,286 South County Sand and Sept. 7, 1993 521 251 GEN. 11,287 Gravel Co. Inc. Barbara Butler et al Sept. 28, 1993 526 95 GEN. 11,288 Washington County Builders, Inc. Oct. 21, 1993 526 477 GEN. 11,289 Wood Beam, Inc. Oct. 21, 1993 526 479 Gen. 11,290 ames R. Briggs et al Dec. 21, 1993 539 295 Gen. 11,291 Jon C. Boothroyd Feb. 26, 1993 545 13 Gen. 11,292 Scot V. Hallbert et al Mar. 24, 1994 549 105 Gen. 11,293 Paul H. Johnson et al Mar. 25, 1994 549 103 Gen. 11,294 John V. McCloskey May 10, 1994 555 115 Gen. 11,297 Anthony P. Pagluighi et al Apr. 26, 1994 555 109 Gen. 11,298 Carole M. Elliott et al May 20, 1994 557 470 Gen. 11,299 Lawson W. Durfee June 1, 1994 558 345 Gen. 11,300 South County Hospital, Inc. June 6, 1994 558 347 Gen. 12,201 Donald W. Jackson et ali June 6, 1994 558 353 Gen. 12,202 Donald W. Jackson et ali June 6, 1994 558 350 Gen. 12,203 Gertrude May June 7, 1994 558 356 Gen. 12,204 James Kelley et al June 22, 1994 561 71 Gen. 12,205 Alicia J. Palmer June 20, 1994 561 73 Gen. 12,206 Terrence P. Donnelly et al June 23, 1994 561 75 Gen. 12,207 Anthony G. Stanzione July 18, 1994 565 115 Gen. 12,208 Devine Construction Co. Inc. Aug. 1, 1994 565 117 Gen. 12,209 Weeden Farms Limited Partnership Sept. 7, 1994 571 196 Gen. 12,210 Thomas Spath et al Sept. 23, 1994 571 198 Gen. 12,211 M and S Development Oct. 7, 1994 574 445 Gen. 12,212 Mabel S. Hempstead Sept. 20, 1994 574 441 Gen. 12,213 Ellie and Rob Realty Corp. Oct. 11, 1994 574 443 Gen. 12,214 Gerald Zarrella Dec. 20, 1994 578 491 Gen. 12,215 Jane F. Stedman Nov. 14, 1994 577 437 Gen. 12,216 Wakefield Mill Properties Nov. 8, 1994 577 435 Gen. 12,217 James F. McKenna et ux Jan. 11, 1995 581 74 Gen. 12,218 Wakefield Mill Properties Jan. 24, 1995 581 76 Gen. 12,219 Jack Oliver Dec. 29, 1994 581 78 Gen. 12,220 Albert J. Greene Jan. 12, 1995 581 72 Gen. 12,221 TIVERTON Recorded in Tiverton Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Holly Brook LLC Nov. 22, 1993 4136 23 Gen. 5487 Alfred Souza Mello et al Nov. 22, 1993 4137 25 Gen. 5488 John Soares et ux Feb. 15, 1994 313 312 Gen. 5489 William Enos Mar. 2, 1993 379 98 Gen. 5490 Bradford Dowty Feb. 12, 1993 379 100 Gen. 5491 Holly Brook LLC Nov. 22, 1993 3250 209 Gen. 5492 Randy J. Lebeau et ux Aug. 6, 1993 394 309 Gen. 5493 Harold G. Leahy Sept. 27, 1994 432 380 Gen. 5494 Robert Brinkman Oct. 27, 1994 432 382 Gen. 5495 Jack L. Hoover, Jr. et ux July 22, 1993 391 295 Gen. 5496 Holly Brook, LLC Oct. 4, 1994 432 251 Gen. 5497 WARREN Recorded in Warren Land Records ------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Market Street Land Corporation Oct. 12, 1993 209 189 Gen. 174 State of Rhode Island and Providence Plantations Aug. 15, 1994 226 82 Gen. 175 State of Rhode Island and Providence Plantations Aug. 15, 1994 226 74 Gen. 176 Jacob's Point Homeowners Corporation Sept. 15, 1994 227 200 Gen. 177 A. William Munro et al Dec. 14, 1994 230 336 Gen. 178 WARWICK Recorded in Warwick Land Records ------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Appollo Real Estate Oct. 22, 1993 2102 338 Gen. 7265 Greenwood Nursing Home, Inc. Nov. 17, 1993 2116 243 Gen. 7266 Phillip Francis et al Dec. 15, 1993 2133 244 Gen. 7267 Ranaldi Realty, L.L.C. Sept. 14, 1993 2066 211 Gen. 7268 Paolina/Watson Associates Sept. 10, 1993 2064 150 Gen. 7269 G&H Enterprises Oct. 14, 1993 2084 153 Gen. 7270 K Mart Corporation Dec. 22, 1993 2148 38 Gen. 7271 Dari Realty Associates Dec. 17, 1993 2148 41 Gen. 7272 Frank Paolino Jan. 6, 1994 2166 148 Gen. 7273 Tina M. Izzi Sept. 27, 1993 2085 320 Gen. 7274 Janet E. MacLaughlan Apr. 16, 1994 2205 334 Gen. 7275 Sparrows Point I Associates June 22, 1994 2246 234 Gen. 7276 Centerville Builders, Inc. Aug. 29, 1994 2271 170 Gen. 7277 Baker Commodities, Inc. June 22, 1994 2247 206 Gen. 7278 A & R Properties Inc. Oct. 7, 1994 2301 152 Gen. 7279 Val-Jan Inc. Oct. 28, 1994 2301 154 Gen. 7280 Renaissance Development Corp. Nov. 1, 1994 2301 157 Gen. 7281 L-7 Inc. Sept. 27, 1994 2301 159 Gen. 7282 Cookson America, Inc. Sept. 30, 1994 2301 163 Gen. 7283 Valerie T. Bechaz (FEE) Feb. 3, 1995 2334 307 RPT 82' City of Warwick Oct. 27, 1994 2313 103 Gen. 7284 Norwood Facilities, Inc. Dec. 7, 1994 2313 105 Gen. 7285 WESTERLY Recorded in Westerly Land Records -------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Anthony V. Selvidio et al July 13, 1993 480 328 Gen. 11,844 Anthony V. Selvidio,Jr.et al Aug. 31, 1993 480 330 Gen. 11,845 The Paul E. Trombino Memorial Foundation, Inc. Jan. 11, 1994 502 215 Gen. 11,846 Leeward Realty Holding Corporation Jan. 26, 1994 504 225 Gen. 11,847 Steven Artigas Mar. 9, 1994 512 162 Gen. 11,848 Richard C. Vacca et al May 22, 1994 519 319 Gen. 11,849 Elisa J. Zanella Aug. 2, 1994 529 97 Gen. 11,850 Louis R. Zanella Aug. 2, 1994 529 95 Gen. 11,851 Westerly Hospital June 24, 1994 525 15 Gen. 11,852 Leeward Realty Holding Corporation July 19, 1994 533 244 Gen. 11,853 WEST GREENWICH Recorded in West Greenwich Land Records -------------------------- Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Mario Lubic Oct. 1, 1993 63 458 Gen. 1581 John Ruzzo et al Oct. 20, 1993 64 333 Gen. 1582 Gary Johnson et al Oct. 15, 1993 64 331 Gen. 1583 Kurt A. Wilcox et al Feb. 18, 1994 65 632 Gen. 1584 Edward T. Greene et al Aug. 31, 1994 67 806 Gen. 1585 Edward J. O'Brien et ali Sept. 15, 1994 68 14 Gen. 1586 Edward J. Overton Sr. et al Nov. 17, 1994 68 759 Gen. 1587 Paul Vance Bishop et al April 27, 1995 70 8 Gen. 1588 WEST WARWICK Recorded in West Warwick Land Records ------------------------ Grantors Date Book Page Prop. No. - -------- ---- ---- ---- -------- Virgil Lawrence et ux Aug. 18, 1993 529 189 Gen. 8553 Hilltop Realty, Inc. Dec. 23, 1993 550 26 Gen. 8554 Arthur Henault, Jr. et ux Nov. 22, 1994 585 292 Gen. 8555 Robert B. Sorrell et ux Feb. 17, 1995 587 146 Gen. 8556 Tara Food Services, Incorporated Oct. 20, 1994 578 53 Gen. 8557
ALL OF THE LAND AND RIGHTS IN LAND HEREINABOVE REFERRED TO IN THIS SCHEDULE OF PROPERTY ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS, CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREINABOVE MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN FORCE AND APPLICABLE; AND THERE IS EXCEPTED FROM CERTAIN OR SAID RIGHTS SO MUCH THEREOF AS HAS BEEN TAKEN BY THE STATE OF RHODE ISLAND OR MUNICIPAL AUTHORITIES FOR HIGHWAY PURPOSES AND CERTAIN OF SAID RIGHTS ARE SUBJECT TO SUCH OTHER RIGHTS AND EASEMENTS AS WERE TAKEN BY GOVERNMENTAL AUTHORITIES; AND CERTAIN OF SAID RIGHTS AND EASEMENTS HEREINABOVE REFERRED TO ARE SUBJECT TO PRIOR LIENS, HOWEVER, SAID PRIOR LIENS WILL NOT INTERFERE WITH THE PROPER OPERATION OF THE COMPANY'S BUSINESS, AND THEIR EFFECT, IF ANY, UPON THE SECURITY OF THE INDENTURE MAY PROPERLY BE IGNORED; AND CERTAIN OF SAID RIGHTS HEREINABOVE REFERRED TO WERE CONVEYED TO THE NARRAGANSETT ELECTRIC COMPANY AND TO THE NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY JOINTLY. CERTAIN OF THE LANDS AND RIGHTS IN LANDS HEREINABOVE REFERRED TO IN THIS SCHEDULE OF PROPERTY AND CERTAIN OF THE LANDS AND RIGHTS IN LANDS INCLUDED AS MORTGAGED PROPERTY IN THE GRANTING CLAUSES OF THE ORIGINAL INDENTURE AND PRIOR SUPPLEMENTAL INDENTURES, INCLUDING SCHEDULES I THERETO, MAY BE SUBJECT TO THE RIGHTS OF THE PUBLIC AND THE STATE OF RHODE ISLAND UNDER THE PUBLIC TRUST DOCTRINE. STATE OF RHODE ISLAND ) ) SC. COUNTY OF PROVIDENCE ) At Providence in said County on this 20th day of June, 1995, before me personally appeared the above named R. Nadeau, to me known and known by me to be the party executing in his capacity as Vice President for and on behalf of The Narragansett Electric Company, a corporation, the foregoing instrument and acknowledged said instrument by him so executed to be his free and voluntary act and deed and the free and voluntary act and deed of The Narragansett Electric Company, a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this 20th day of June, 1995. By Michael D. DiNezza Michael D. DiNezza, Notary Public My commission expires: June 28, 1995 [Notarial Seal] STATE OF RHODE ISLAND ) ) SC. COUNTY OF PROVIDENCE ) At Providence in said County on this 20th day of June, 1995, before me personally appeared the above named Patrick Thebado, to me known and known by me to be the party executing in his capacity as Authorized Officer for and on behalf of Rhode Island Hospital Trust National Bank, a national banking association, the foregoing instrument and acknowledged said instrument by him so executed to be his free and voluntary act and deed and the free and voluntary act and deed of Rhode Island Hospital Trust National Bank, a national banking association, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal this 20th day of June, 1995. [Notarial Seal] By Laurie C. Wilkins Laurie C. Wilkins, Notary Public My commission expires: June 25, 1995 I, David J. Saggau, Assistant Secretary of The Narragansett Electric Company, a corporation duly organized under the laws of the State of Rhode Island and having its principal place of business in Providence, Rhode Island, HEREBY CERTIFY that at a special meeting of the stockholders of said corporation, duly called and held at 280 Melrose Street, Providence, Rhode Island, on June 9, 1995, by the affirmative action of the holders of all of the outstanding common stock of said corporation, being the only class of stock outstanding the holders of which were entitled to vote at said meeting, the following vote was duly adopted: VOTED: That the form, terms, and provisions of the Supplemental Indenture to be dated as of June 1, 1995 from the Company, to Rhode Island Hospital Trust National, Bank, as Trustee (hereinafter in these votes called the Twenty-second Supplemental Indenture), supplementing and amending the Company's First Mortgage Indenture and Deed of Trust dated as of September 1, 1944, as supplemented and amended, and mortgaging, pledging, conveying, assigning, and transferring to said Bank, as Trustee, the property and rights and interests in property therein described for the security of the First Mortgage Bonds of the Company, substantially in the form presented to this meeting, are hereby approved; and the President and each Vice President are severally authorized in the name and on behalf of the Company to execute, under the corporate seal attested by the Secretary or Assistant Secretary, to acknowledge and to deliver, in as many counterparts as the officer so acting may deem advisable, an instrument in substantially the form of said supplemental indenture, the execution and delivery of such an instrument by any of said officers to be conclusive evidence that the same is authorized by this vote. I FURTHER CERTIFY that by the affirmative action of all the directors present, upon a motion duly made and recorded, at a regular meeting of the Board of Directors of said Company, duly called and held at 280 Melrose Street, Providence, Rhode Island, on March 28, 1995, at which meeting a quorum was present and acting throughout, the following vote was duly adopted: VOTED: (i) That the form, terms, and provisions of the supplemental indentures created for each additional series of New Bonds from the Company, to Rhode Island Hospital Trust National Bank, as Trustee, supplementing and amending the Company's First Mortgage Indenture and Deed of Trust dated as of September 1, 1944, as supplemented and amended, and mortgaging, pledging, conveying, assigning, and transferring to said Bank, as Trustee, the property and rights and interests in property therein described for the security of the First Mortgage Bonds of the Company, a form of which is presented to this meeting, and hereby ordered filed as Exhibit "E" with the minutes of the meeting are hereby approved; and the President and each Vice President are severally authorized in the name and on behalf of the Company to execute, under the corporate seal attested by the Secretary or an Assistant Secretary, to acknowledge and to deliver, in as many counterparts as the officer so acting may deem advisable, an instrument in substantially the form of supplemental indenture (with appropriate insertions of principal amounts, maturity dates, interest payment dates, provisions for redemption, and refunding provisions, and interest rates, as well as other terms and conditions for the specific series of New Bonds, and with such further modifications as the officers executing said supplemental indenture shall approve, such execution to be conclusive evidence of such approval); and the execution and delivery of such an instrument by any of said officers to be conclusive evidence that the same is authorized by this vote. VOTED: (ii) That the Board of Directors considers the additions to, the covenants and agreements of the Indenture, as contained in the form of the supplemental indentures authorized by the preceding vote, to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the trust estate. AND I FURTHER CERTIFY that as appears from the records of said corporation R. Nadeau is Vice President of said corporation and duly authorized to execute in its name and on its behalf the foregoing Twenty- second Supplemental Indenture, dated as of June 1, 1995, that the foregoing Twenty-second Supplemental Indenture to which this certificate is attached is substantially in the form presented to and approved at said meetings; that the foregoing is a true and correct copy of the votes passed at said meetings respectively as recorded in the records of said corporation and that said votes remain in full force and effect without alteration. IN WITNESS WHEREOF I have hereunto subscribed my name as Assistant Secretary as aforesaid and have caused the corporate seal of said corporation to be hereto affixed this 20th day of June, 1995. David J. Saggau [Corporate Seal] David J. Saggau, Assistant Secretary of THE NARRAGANSETT ELECTRIC COMPANY RECORDING NOTE Schedule of cities and towns in Rhode Island in which the Twenty-second Supplemental Indenture of The Narragansett Electric Company dated as of June 1, 1995 has been recorded as a mortgage of real estate and financing statements have been filed as a security interest in fixtures Barrington, R.I. Town Clerk's Office Bristol, R.I. Town Clerk's Office Burrillville, R.I. Town Clerk's Office Charlestown, R.I. Town Clerk's Office Coventry, R.I. Town Clerk's Office Cranston, R.I. City Clerk's Office Cumberland, R.I. Town Clerk's Office East Greenwich, R.I. Town Clerk's Office East Providence, R.I. City Clerk's Office Exeter, R.I. Town Clerk's Office Foster, R.I. Town Clerk's Office Glocester, R.I. Town Clerk's Office Hopkinton, R.I. Town Clerk's Office Johnston, R.I. Town Clerk's Office Lincoln, R.I. Town Clerk's Office Little Compton, R.I. Town Clerk's Office Narragansett, R.I. Town Clerk's Office North Kingstown, R.I. Town Clerk's Office North Providence, R.I. Town Clerk's office North Smithfield, R.I. Town Clerk's Office Pawtucket, R.I. City Clerk's Office Providence, R.I. City Clerk's Office Richmond, R.I. Town Clerk's Office Scituate, R.I. Town Clerk's Office Smithfield, R.I. Town Clerk's office South Kingstown, R.I. Town Clerk's Office Tiverton, R.I. Town Clerk's office Warren, R.I. Town Clerk's Office Warwick, R.I. City Clerk's Office Westerly, R.I. Town Clerk's Office West Greenwich, R.I. Town Clerk's Office West Warwick, R.I. Town Clerk's Office Woonsocket, R.I. City Clerk's Office A financing statement was filed, as a security interest in personal property and fixtures, in the office of the Secretary of State of Rhode Island on June 20, 1995. EX-4 5 NEES EXHIBIT (4)(D) EXHIBIT (4)(d) NEW ENGLAND POWER COMPANY TO STATE STREET BANK AND TRUST COMPANY, Trustee (successor to Bank of New England, National Association, formerly New England Merchants National Bank) TWENTIETH SUPPLEMENTAL INDENTURE Dated as of July 1, 1994 Supplementing General and Refunding Mortgage Indenture and Deed of Trust Dated as of January 1, 1977 as amended by Prior Supplemental Indentures To Secure General and Refunding Mortgage Bonds Series Y Twenty-Fifth Issue NEW ENGLAND POWER COMPANY TWENTIETH SUPPLEMENTAL INDENTURE DATED AS OF JULY 1, 1994 TABLE OF CONTENTS (Not part of the Indenture) Page CAPTION AND RECITALS . . . . . . . . . . . . . . . . . . . . . .1 Form of Series Y Bond [Face]. . . . . . . . . . . . . . . .4 Form of Trustee's certificate . . . . . . . . . . . . . . .6 Form of Series Y Bond [Reverse] . . . . . . . . . . . . . .7 GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . 10 Recital of consideration. . . . . . . . . . . . . . . . . 10 Grant . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Reservations and exceptions . . . . . . . . . . . . . . . 11 Habendum. . . . . . . . . . . . . . . . . . . . . . . . . 12 Trust declaration . . . . . . . . . . . . . . . . . . . . 12 ARTICLE I. Covenants of the Company . . . . . . . . . . . . . 12 Section 1. Prior and Parity Liens. . . . . . . . . . . . 12 Section 2. Covenants against encumbrances. . . . . . . . 13 Section 3. Covenant of seisin. . . . . . . . . . . . . . 13 Section 4. No default under Original Indenture . . . . . 13 Section 5. Corporate existence and authority . . . . . . 13 ARTICLE II. Particular provisions of the Series Y Bonds . . . 14 Section 1. Issue and Form. . . . . . . . . . . . . . . . 14 Section 2. Dating and interest payments. . . . . . . . . 15 Section 3. Redemption. . . . . . . . . . . . . . . . . . 16 Section 4. Limitation on amount. . . . . . . . . . . . . 17 Section 5. Waiver of Fee . . . . . . . . . . . . . . . . 17 ARTICLE III. Concerning the Trustee . . . . . . . . . . . . . 17 Section 1. Acceptance of trust and conditions thereof. . 17 ARTICLE IV. Miscellaneous . . . . . . . . . . . . . . . . . . 18 Section 1. Defeasance . . . . . . . . . . . . . . . . . . 18 Section 2. Supplemental to Original Indenture; Definitions18 Section 3. Supplemental Indenture for Benefit of Parties. 18 and Bondholders solely . . . . . . . . . . . . 18 Section 4. Approval by Trustee of Bond forms. . . . . . . 18 Section 5. Date of Supplemental Indenture . . . . . . . . 18 Section 6. Counterparts . . . . . . . . . . . . . . . . . 18 Section 7. Cover, Headings, etc . . . . . . . . . . . . . 18 TESTIMONIUM CLAUSE AND EXECUTION . . . . . . . . . . . . . . . 19 SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ACKNOWLEDGMENTS AND AFFIDAVITS . . . . . . . . . . . . . . . . 22 CERTIFICATE OF VOTES . . . . . . . . . . . . . . . . . . . . . 27 TWENTIETH SUPPLEMENTAL INDENTURE, dated as of July 1, 1994, between NEW ENGLAND POWER COMPANY (hereinafter with its successors and assigns generally called the Company), a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, having its principal place of business in Westborough, Massachusetts, and STATE STREET BANK AND TRUST COMPANY (successor to Bank of New England, National Association, formerly New England Merchants National Bank and hereinafter with its successors generally called the Trustee), a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, having its principal place of business in Boston, Massachusetts, and duly authorized to execute the trusts hereof. WHEREAS the Company has heretofore executed and delivered to the Trustee a General and Refunding Mortgage Indenture and Deed of Trust (hereinafter singly generally called the Original Indenture, and with this and all other indentures supplemental thereto collectively called the Indenture), dated as of January 1, 1977, and recorded among other places in the following: Land Court Registration Document Districts in Massachusetts Number Northern Berkshire County 4195 Northern Bristol County 17097 Fall River Bristol County 10950 Northern Essex County 26148 Southern Essex County 160182 Franklin County 2774 Hampden County 54605 Hampshire County 3401 North Middlesex County 71124 South Middlesex County 552314 Norfolk County 366435 Suffolk County 331683 Worcester County 32273 in Connecticut: The Connecticut Secretary of State, Volume 54, page J; and certificates of mortgage in the Land Records of the Towns of Waterford and Berlin. in Massachusetts: Worcester District Deeds, of Worcester County, Book 6113, Page 1. in Maine: Cumberland County Registry of Deeds, Book 4228, Page 2. in New Hampshire: Grafton County Registry of Deeds, Liber 1301, Folio 375. in Rhode Island: The Land Records of the Town of Charlestown, Mortgage Book 58A. in Vermont: The Land Records in the office of the Town Clerk of the Town of Wilmington, Book 39, Page 69. to which this instrument is supplemental pursuant to the terms thereof, whereby the Company has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed to the Trustee all and singular the property therein specified, whether owned at the time of the execution or thereafter acquired by the Company, to secure its General and Refunding Mortgage Bonds (hereinafter generally called the Bonds) of an unlimited (except as therein provided) permitted aggregate principal amount, to be issued in one or more series as provided in the Original Indenture; and WHEREAS the Company has heretofore executed and delivered to State Street Bank and Trust Company, as Trustee, nineteen Supplemental Indentures, viz: Supplemental Indenture Dated As Of ---------------------- ----------- First Supplemental Indenture July 1, 1978 Second Supplemental Indenture March 15, 1980 Third Supplemental Indenture November 1, 1981 Fourth Supplemental Indenture June 1, 1982 Fifth Supplemental Indenture January 15, 1983 Sixth Supplemental Indenture September 15, 1983 Seventh Supplemental Indenture November 15, 1983 Eighth Supplemental Indenture December 1, 1983 Ninth Supplemental Indenture October 15, 1985 Tenth Supplemental Indenture April 1, 1986 Eleventh Supplemental Indenture June 1, 1986 Twelfth Supplemental Indenture August 1, 1988 Thirteenth Supplemental Indenture April 1, 1989 Fourteenth Supplemental Indenture November 1, 1990 Fifteenth Supplemental Indenture June 15, 1991 Sixteenth Supplemental Indenture August 1, 1992 Seventeenth Supplemental Indenture October 1, 1992 Eighteenth Supplemental Indenture January 1, 1993 Nineteenth Supplemental Indenture August 1, 1993 (hereinafter referred to as the Prior Supplemental Indentures) each of which is supplemental to the Original Indenture, whereby the Company has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed to the Trustee all and singular the property therein specified, whether owned at the time of execution of said supplemental indenture or thereafter acquired by the Company, to secure its bonds issued or to be issued as provided in the Original Indenture; and WHEREAS, the Company has heretofore issued and has outstanding as of the date of actual execution hereof the following aggregate principal amounts of its General and Refunding Mortgage Bonds: Series Percent Due Amount K 7-1/4 2015 $ 38,500,000 L 7.80 2016 $ 29,850,000 R variable 2020 $ 107,850,000 S variable 2020 $ 20,750,000 T variable 2020 $ 28,000,000 U 8 2022 $ 170,000,000 V variable 2022 $ 106,150,000 W various various $ 90,000,000 X variable 2018 $ 79,250,000 (hereinafter referred to as the Outstanding Bonds); and WHEREAS Section 4.07 of the Original Indenture provides, among other things, that the Company will from time to time take all such further action, as may reasonably be required by the Trustee for assuring and confirming to and to the use of the Trustee, in trust, all and singular the property included, or intended to be included, in the Trust Estate; and Section 4.17 of the Original Indenture provides, among other things, that the Company will from time to time subject to the lien of the Indenture all of its after-acquired property which is included in the granting clauses of the Indenture or which the Company is required by any of the provisions thereof to subject to the lien of the Indenture; and WHEREAS Section 13.01 of the Original Indenture provides, among other things, that the Company and the Trustee from time to time may enter into indentures supplemental to the Original Indenture for, among other things, the purposes of conveying, mortgaging, pledging, assigning or transferring to the Trustee any other property or properties to be held subject to the lien of the Indenture, with the same force and effect as if included in the granting clauses thereof; of adding to the covenants and agreements of the Company such further covenants and agreements as the Board shall consider to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the Trust Estate; and of providing for the issue of Bonds of any series other than Series A, and of establishing the forms and provisions of such other series all in a manner not inconsistent with the provisions of the Indenture; and WHEREAS the Company desires, pursuant to said provisions as hereinafter provided, to convey, mortgage, pledge, assign and transfer to the Trustee certain other properties hereinafter specified, to be held subject to the lien of the Indenture; to add to the covenants and agreements of the Company certain further covenants and agreements which the Board considers to be for the protection of the holders of the Bonds outstanding under the Indenture and for the protection of the Trust Estate; and to provide for the issue of an additional series of Bonds under the Indenture and the forms and provisions thereof; and WHEREAS the Company desires to create and to issue under and to secure by the Indenture its further General and Refunding Mortgage Bonds to be designated General and Refunding Mortgage Bonds, Series Y (hereinafter generally called Series Y Bonds or Bonds of Series Y), of an unlimited (except as herein and in the Original Indenture provided) permitted aggregate principal amount, the initial issues of the Series Y Bonds to be in the aggregate principal amount not to exceed one hundred and fifteen million dollars ($115,000,000), and the permanent Series Y Bonds to be fully registered Bonds without coupons in the denomination of one thousand dollars ($1,000) or integral multiples thereof, all as hereinafter more fully provided; and WHEREAS, the permanent Series Y fully registered Bonds without coupons and the Trustee's certificate are to be substantially in the following form: [Form of Series Y Bond] [Face] [IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payments are made to Cede & Co., any TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.] No. YR- $ NEW ENGLAND POWER COMPANY General and Refunding Mortgage Bond, Series Y %, due Original Issue Date: New England Power Company, a Massachusetts corporation (hereinafter, with its successors and assigns, called the Company), for value received, hereby promises to pay to , or registered assigns, the sum of dollars ($ ) in lawful money of the United States of America, at the principal corporate trust office in Boston, Massachusetts, of State Street Bank and Trust Company (hereinafter, with its successors, generally called the Trustee) or at the principal corporate trust office of its successor in the trusts created by the Indenture mentioned below or places, if any, as may be required by any securities exchange on which the Series Y Bonds may at the time be listed, on the day of , and to pay interest thereon from the original issue date specified above, if the date hereof is prior to , 19 or from the first day of May or November, as the case may be, next preceding the date hereof to which interest has been paid or duly provided for (or from the date hereof if such date be either of said days and interest has been paid or duly provided for to such date) at the rate per annum specified in the title of this Bond, at the said office of the Trustee or such other places, if any, as may be required by any securities exchange on which the Series Y Bonds may at the time be listed, semiannually, in like lawful money, on the first days of May and November of each year until the principal sum hereof shall be fully paid. Interest so payable, and punctually paid or duly provided for, on the first day of May or November will be paid to the person in whose name this Bond (or one or more Predecessor Bonds, as defined in said Indenture) is registered at the close of business on April 15 or October 15 (whether or not a business day) next preceding such first day of May or November. However, any such interest installment that is not punctually paid or duly provided for shall forthwith cease to be payable to the registered owner on such April 15 or October 15 as the case may be, and, at the option of the Company, may be paid to the person in whose name this Bond (or one or more Predecessor Bonds) is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to holders of Series Y Bonds not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series Y Bonds may at the time be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. At the option of the Company, such interest may be paid by check payable to the order of and mailed to the address of the person entitled thereto as the name and address of such person shall appear on the bond register maintained pursuant to said Indenture. The further provisions of this Bond are continued on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Bond shall not be valid or obligatory for any purpose or entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or by an authenticating agent on its behalf. IN WITNESS WHEREOF, New England Power Company has caused this Bond to be executed either manually or by facsimile under its corporate seal impressed or imprinted hereon by its officers thereunto duly authorized. Dated: NEW ENGLAND POWER COMPANY, By And by (Vice) President (Assistant) Treasurer TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series Y Bonds referred to in the within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY as Trustee, By Authorized Signatory [Form of Series Y Bond] [Reverse] NEW ENGLAND POWER COMPANY General and Refunding Mortgage Bond, Series Y %, due Original Issue Date: This Bond is one of a duly authorized issue of General and Refunding Mortgage Bonds of the Company, issued or to be issued in one or more series, the twenty-fifth series, of which this Bond is one, being designated Series Y, and all of said bonds of all series and forms being issued or to be issued under and secured by a certain General and Refunding Mortgage Indenture and Deed of Trust between the Company and State Street Bank and Trust Company (successor to Bank of New England, National Association, formerly New England Merchants National Bank), as Trustee, dated as of January 1, 1977 (herein, with all indentures stated to be supplemental thereto to which the Trustee shall be a party, generally called the Indenture), to which Indenture, an executed counterpart of which is on file with the Trustee, reference is hereby made for a description of the property mortgaged and pledged to the Trustee as security for said bonds, and for a statement of the nature and extent of the security, the terms and conditions upon which said Bonds are or are to be issued and secured, the rights and remedies under the Indenture of the holders of all of said bonds and the rights and obligations under the Indenture of the Company and of the Trustee; but neither the foregoing reference to the Indenture, nor any provision of this Bond or of the Indenture, shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay, at the stated or accelerated maturities herein provided, the principal of, and premium, if any, and interest on, this Bond as herein provided. In certain events, on the conditions, in the manner, to the extent, subject to the limitations, and with the effect set forth in the Indenture, (1) the principal of this Bond may be declared and/or may become due and payable before the stated maturity hereof, together with the interest accrued hereon; (2) the Company and the Trustee may make modifications or alterations of the provisions of the Indenture and of this Bond with the consent of the holders of the percent of the principal amount of the Bonds at the time outstanding materially affected thereby provided in the Indenture; provided, however, that no such alteration or modification shall (a) impair the obligation of the Company in respect of the principal of or premium or interest on any Bond, or extend the maturity or reduce the rate (except in the case of an adjustment in accordance with the Indenture) or extend the time of payment of such principal, premium or interest without the consent of the holder of said Bond, (b) permit the creation of any lien prior to or on a parity with the lien of the Indenture except as expressly authorized by the Indenture or (c) reduce the percentage of the principal amount of Bonds with the consent of the holders of which modifications or alterations may be made as aforesaid; (3) the holders of the percent of the principal amount of the Bonds at the time outstanding materially affected thereby provided in the Indenture, if any, and otherwise the Trustee may waive any past default under the Indenture and the consequences of any such default, except a default in the payment of the principal of or premium, if any, or interest on any of the Bonds, and except a default arising from the creation of any lien prior to or on a parity with the lien of the Indenture; [IF APPLICABLE, INSERT - and] (4) the Series Y Bonds [IF APPLICABLE, INSERT - not drawn for redemption] are interchangeable, at the principal corporate trust office of the Trustee and at such other offices or agencies of the Trustee or of the Company as may be required to be maintained for such purpose in order to comply with the regulations of any securities exchange on which the Series Y Bonds may at the time be listed, for like aggregate principal amounts of Series Y Bonds of the same original issue date and identical terms and provisions in denominations of $1,000 and any multiples thereof (provided, however, the Company shall not be required to make transfers or exchanges during the 15 days preceding any interest payment date [IF APPLICABLE, INSERT - and during any reasonable period which may be necessary in connection with the selection by lot of Bonds to be redeemed]); and except as aforesaid this Bond [IF APPLICABLE, INSERT - if not drawn for redemption,] is transferable on books to be kept by the Company at said office of the Trustee and at said other offices or agencies, upon surrender and cancellation hereof at any such office or agency, duly endorsed or accompanied by a duly executed instrument of transfer, and thereupon a new Series Y Bond or Bonds of the same original issue date and identical terms and provisions for a like aggregate principal amount will be issued to the transferee or transferees in exchange for this Bond; all without payment of any charge other than a sum sufficient to reimburse the Company for any stamp tax or any governmental charge incident thereto [IF APPLICABLE, INSERT - ; and (5) this Bond singly or together with all or less than all other Series Y Bonds of the same original issue date and identical terms and provisions, or, if this Bond is for a principal amount exceeding $1,000, any part of the principal amount hereof constituting $1,000, or any multiple thereof, may be called for redemption at any time prior to maturity, whether or not on an interest date, upon prior notice given by a mailing thereof to the registered owner hereof not less than 30 days prior to the redemption date [IF APPLICABLE, INSERT - , (a) if at the option of the Company or through the application of moneys deposited with the Trustee as the basis for the issuance of Bonds of any series, at the respective general redemption prices, stated as percentages of the called principal amount, set forth in Column A [IF APPLICABLE, INSERT - below; provided, however, that neither this Bond nor any portion hereof shall be so redeemed prior to , if such redemption is for the purpose or in anticipation of refunding such Bond, or any portion thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than % per annum,] and (b) if] through the application of sinking fund, replacement fund, release, insurance, eminent domain or other moneys held by the Trustee, at the respective special redemption prices, stated as percentages of the called principal amount, set forth [IF APPLICABLE, INSERT - in Column B] below: If redeemed in the respective twelve months' period beginning [Column A [Column B] General Special in each of the Redemption Redemption following years Prices] Prices [Table to be completed as provided in the Certificate as to Form] together in each case with accrued and unpaid interest to the date fixed for redemption. [IF APPLICABLE, INSERT - ; provided, however, neither this Bond nor any portion hereof shall be redeemed prior to , .] If this Bond is called in whole or in part, and if provision has been duly made for notice of such call and for payment as required in the Indenture, thereafter this Bond, or such called part of the principal amount hereof, shall cease to be secured by the lien of the Indenture, no interest shall accrue on this Bond or such called part hereof on and after the date fixed for redemption, and the Company after such date shall be under no further liability in respect of the principal of or premium, if any, or interest on this Bond or such called part hereof (except as expressly provided in the Indenture); and if less than the whole principal amount hereof shall be so called, the registered owner hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner, on surrender at the principal corporate trust office of the Trustee of this Bond duly endorsed or accompanied by a duly executed instrument of transfer, one or more Series Y Bonds of the same original issue date and identical terms and provisions, in fully registered form for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid]. Payment of the principal of and premium, if any, on this Bond to the registered owner hereof or upon his order and payment of the interest on this Bond as hereinabove provided shall be a discharge of the Company, the Trustee, and any paying agent in respect of such principal, premium or interest, as the case may be. As more fully provided in the Indenture, no recourse shall be had for the payment of the principal of or premium, if any, or interest on this Bond against any incorporator, stockholder, director, officer or agent, past, present or future, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, stockholders, directors, officers and agents being waived and released. [End of Form of Series Y Bond] AND WHEREAS all things necessary to make the initial issues of the Series Y Bonds when executed by the Company and authenticated by the Trustee, and delivered, all as in the Indenture provided, the legal, valid and binding obligations of the Company according to their tenor, and to make this Twentieth Supplemental Indenture a legal, valid and binding instrument supplemental to and confirmatory of the Original Indenture enforceable in accordance with its terms have been done and performed, and the execution and delivery of the initial issues of Series Y Bonds and of this Twentieth Supplemental Indenture have in all respects been duly authorized; NOW THEREFORE, pursuant to and in execution of the powers, authorities and obligations conferred, imposed and reserved in the Original Indenture, and every other power, authority and obligation thereto appertaining and/or enabling, and in consideration of the premises and of the authentication, purchase and acceptance of the initial issues of the Series Y Bonds, of the sum of $10 duly paid to the Company by the Trustee, and of other good and valuable considerations, receipt whereof upon the ensealing and delivery of this Twentieth Supplemental Indenture the Company hereby acknowledges, and for the purpose of confirming and supplementing the Original Indenture as heretofore supplemented by means of this Twentieth Supplemental Indenture hereby expressly stated to be supplemental to the Original Indenture, and in order to secure equally the pro rata payment (except as in the Indenture otherwise provided) of the principal of and premium, if any, and interest on all of the Bonds at any time authenticated, issued and outstanding under the Indenture, according to their tenor, purport and effect and the provisions of the Indenture, and to secure the faithful performance and observance of all the covenants, obligations, conditions and provisions therein and in the Indenture contained, and in order to provide for the form, provisions and issue of the Series Y Bonds; THE COMPANY has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, and by these presents does give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and convey, unto the Trustee and its successors in the trusts thereby and hereby created, and its and their assigns, all as provided in the Indenture, (i) all and singular the property and rights and interests in property described in the Original Indenture and the Prior Supplemental Indentures and thereby given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, or intended so to be (said descriptions in the Original Indenture and the Prior Supplemental Indentures being hereby made a part hereof to the same extent as if set forth herein at length), whether then or now owned or thereafter or hereafter acquired, except such of said properties or interests therein as may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the provisions of the Indenture, and (ii) also, but without in any way limiting the generality of the foregoing, all the right, title and interest of the Company in and to the franchises, rights of way, licenses, permits, rights, interests, easements and properties described in Schedule A hereto and in any instrument referred to in said Schedule A; SUBJECT, HOWEVER (i) as to all of the foregoing, to Permitted Liens, (ii) as to the property specifically described or referred to in the Schedules A of the Original Indenture, the Prior Supplemental Indentures, and this Twentieth Supplemental Indenture, to the liens, charges, encumbrances, reservations, exceptions, exclusions, restrictions, conditions, limitations, covenants and interests described or referred to therein and herein and in any instrument referred to in said Schedules A and (iii) as to all hereafter-acquired property, to the provisions of the Original Indenture applicable to all thereafter-acquired property, which are hereby made a part hereof to the same extent as if set forth herein at length; BUT SPECIFICALLY RESERVING AND EXCEPTING (as the same were reserved and excepted from the lien of the Original Indenture) from this instrument and the grant, conveyance, mortgage, transfer, pledge and assignment herein contained, all right, title and interest of the Company, now owned or hereafter acquired, in and to the properties and rights specified in subclauses (a) through (1) of the granting clauses of the Original Indenture (on pages 11 and 12 thereof), subject to the proviso (on said page 12) applicable thereto, all of which are hereby made part hereof to the same extent as if set forth herein at length; BUT RESERVING the rights as to property reserved, excepted and excluded, and including, nevertheless, property hereafter conveyed or otherwise transferred, all as specified in the first two paragraphs of page 13 of the Original Indenture, which are hereby made part hereof as if set forth herein at length; ALL OF THE FOREGOING, with all other property and rights and interests in property intended to be hereby or by the Original Indenture and the Prior Supplemental Indentures given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, or at any time hereafter given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed to and from time to time held by the Trustee upon the trusts hereof and of the Original Indenture and the Prior Supplemental Indentures, being herein generally called, collectively, the Trust Estate; TO HAVE AND TO HOLD the Trust Estate, with all of the privileges and appurtenances thereunto belonging, unto the Trustee, its successors in the trusts hereof, and its and their assigns, to its and their own use, forever; BUT IN TRUST, NEVERTHELESS, for the equal pro rata benefit, security and protection (except as provided in Section 2.09 and 2.10 of the Original Indenture, and except in so far as a sinking, replacement or analogous fund, established in accordance with the provisions of the Indenture, may afford particular security for Bonds of one or more series, and except independent security as provided in Section 2.02 of the Original Indenture) of the bearers and the registered owners of the Bonds from time to time authenticated, issued and outstanding hereunder, and the bearers of the coupons appertaining thereto, without (except as aforesaid) any preference, priority or distinction whatever of any one Bond over any other Bond by reason of priority in the issue, sale or negotiation thereof, or otherwise; PROVIDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid the principal of and premium, if any, and interest on the Bonds at the times and in the manner therein and herein provided, and shall keep, perform and observe all and singular the covenants, agreements and provisions in the Bonds and in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then the Indenture and the estate and rights thereby and hereby granted shall, pursuant to the provisions of Article 15 of the Original Indenture, cease, determine and be void, but otherwise shall be and remain in full force and effect. The Company hereby declares that it holds and will hold and apply all property described in (i) and (j) of the granting clauses of the Original Indenture (on pages 11 and 12 thereof) as specifically reserved and excepted upon the trusts herein set forth and as the Trustee (or any purchaser thereof upon any sale thereof hereunder) shall for such purpose direct from time to time, to the fullest extent permitted by law or in equity, as fully as if the same could be and had been hereby granted, conveyed, mortgaged, transferred and assigned to and vested in the Trustee. And it is hereby covenanted, declared and agreed, upon the trusts and for the purposes aforesaid, as set forth in the following covenants, agreements, conditions and provisions, viz.: ARTICLE I. COVENANTS OF THE COMPANY SECTION 1. The Company covenants that the Trust Estate specifically described in the granting clauses of this Twentieth Supplemental Indenture and Schedule A hereto and in any instrument referred to in Schedule A is now wholly free from and unencumbered by any defect, mortgage, pledge, charge or other encumbrance or lien, of any kind, superior to or on a parity with the lien of this Indenture, except only Permitted Liens and the liens, charges, encumbrances, reservations, exceptions, exclusions, restrictions, conditions, limitations, covenants and interests, if any, referred to in the granting clauses and in Schedule A and in any instrument referred to in Schedule A. The Company will duly and punctually remove, perform, pay and discharge, or if it contests, will stay (and indemnify the Trustee from time to time to the satisfaction of the Trustee against) the enforcement of, all obligations and claims arising or to arise out of or in connection with each and all thereof except Permitted Liens. SECTION 2. The Company will not create or suffer any other mortgage, pledge, charge or material encumbrance or lien, of any kind, superior to or on a parity with the lien of the Indenture, upon any of the property included in the Trust Estate, whether now owned or hereafter acquired, except only such as are permitted under the provisions of Section 4.15(b) of the Original Indenture. SECTION 3. The Company covenants that it is lawfully seised in fee simple of the real estate and is lawfully possessed of the other property and rights described in the granting clauses of this Twentieth Supplemental Indenture and in Schedule A hereto and in any instrument referred to in Schedule A and has Title to, and full power and authority to give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and convey the property, rights and interests hereby presently given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed or purported or intended so to be, all subject only to Permitted Liens and to liens, charges, encumbrances, reservations, exceptions, exclusions, restrictions, conditions, limitations, covenants and interests, if any, referred to in the granting clauses and in Schedule A and in any instrument referred to in Schedule A; and the Company will warrant and defend its Title to the property from time to time included in the Trust Estate, and every part thereof, to the Trustee, against all claims and demands whatsoever of any person and all persons claiming or to claim the same or any interest therein, other than claims under Permitted Liens. The Company will keep this Twentieth Supplemental Indenture and any other necessary documents at all times properly filed and recorded, and refiled and rerecorded, in such manner and in such places, and will do such other acts, as may be necessary or desirable to establish and maintain the superior lien of the Indenture upon the Trust Estate, and for the proper protection of the Trustee and the Bondholders. The Company will also from time to time subject to the lien of the Indenture all of its hereafter-acquired property which is included in the granting clauses hereof or which the Company is required by any of the provisions of the Indenture to subject to the lien thereof. SECTION 4. The Company warrants that at the date of execution and delivery of this Twentieth Supplemental Indenture the Company is not in default in any respect under any of the provisions of the Indenture or of the Outstanding Bonds, and covenants that it will perform and fulfill all the terms, covenants and conditions of the Indenture to be performed and fulfilled by the Company. SECTION 5. The Company is duly organized and existing under the laws of The Commonwealth of Massachusetts, and is duly authorized under all applicable provisions of law to create the Series Y Bonds and to execute this Twentieth Supplemental Indenture, and all corporate action on its part for the creation and initial issue of the Series Y Bonds as herein provided, and for the execution and delivery of the Twentieth Supplemental Indenture, has been duly and effectively taken. This Twentieth Supplemental Indenture is and will be and the Series Y Bonds, when authenticated and delivered by the Trustee and when duly issued by the Company, will be, in the hands of the holders thereof, valid and binding obligations of the Company. ARTICLE II. PARTICULAR PROVISIONS OF THE SERIES Y BONDS In addition to the provisions of the Indenture applicable by their terms, the following provisions relating to the form and provisions of the Series Y Bonds are hereby established as follows: SECTION 1. The Series Y Bonds shall be issued from time to time upon delivery to the Trustee of a certificate as to form signed by the President or the Treasurer of the Company setting forth the matters described below. Each issue of Series Y Bonds shall be designated by the year and the sequence of its first issuance so as to distinguish it from all other issues. Bonds of each such issue shall be identical in tenor and effect. The certificates as to form shall designate, within such limits as may be from time to time established by a Board Resolution, the designation and amount of the issue, the date of maturity (which date shall be not less than nine months nor more than thirty years from the original issue date of such issue of Series Y Bonds), the interest rate, and the provisions for call and redemption, if any, including any premium or premiums payable thereon. The Series Y Bonds shall consist of fully registered Bonds without coupons in denominations of $1,000 or any integral multiples thereof, with distinguishing letters and/or numbers as may be determined by a certificate as to form, and all as approved by the Trustee. The permanent Series Y Bonds and Trustee's certificate shall be substantially in the forms hereinbefore recited, with appropriate insertions, omissions, and variations approved by the Trustee for the different issues and denominations. The permanent Series Y Bonds shall be lithographed on steel engraved tints (or, (i) if so authorized by the certificate as to form, engraved either fully or partially in such manner as to meet the listing requirements of any securities exchange on which such Series Y Bonds may at the time be listed or (ii) if so authorized by the certificate as to form, printed, photocopied, or otherwise reproduced in such manner as to meet the requirements of a depository with which the Series Y Bonds may be placed). The certificate as to form may also provide that ownership of any issue of such Series Y Bonds shall be evidenced by one or more certificates placed with a depository. If, after the initial issuance of an issue of the Series Y Bonds which had been placed with a depository, the depository no longer holds such issue of the Series Y Bonds, the Company may determine that ownership of such Series Y Bonds shall be evidenced in the usual certificated form. No provision of the certificate as to form with respect to matters referred to in this paragraph shall be made applicable to the holder of a Bond or Bonds of Series Y the original issue date of which is prior to the date of the certificate as to form, except at the option of such holder. SECTION 2. Each Series Y Bond shall bear interest, until payment of the principal thereof has been made or duly provided for, at the rate per annum specified in the certificate as to form for such Series Y Bond, payable semiannually on May 1 and November 1 in each year, and (to the extent legally enforceable) at the same rate per annum on any overdue installment of interest. Each Series Y Bond shall be dated the date of its authentication and delivery. Interest on each issue of Series Y Bonds shall be payable from the interest payment date next preceding the date thereof to which interest has been paid or duly provided for, unless the date thereof is an interest payment date to which interest has been paid or duly provided for, in which case the interest shall be payable from such date, or unless the date thereof is prior to the first interest payment date for that issue, in which case the interest shall be payable from the original issue date of such issue of Series Y Bonds. All Series Y Bonds with an original issue date which is after the record date for a particular interest payment date, but prior to such interest payment date, shall bear interest from such original issue date, but payment of interest shall commence on the second interest payment date succeeding said original issue date. The interest installment on any Series Y Bonds which is payable, and is punctually paid or duly provided for, on any first day of May or November shall be paid to the person in whose name that Bond (or one or more Predecessor Bonds) is registered at the close of business on the relevant regular record date, namely, April 15 or October 15 (whether or not a business day) next preceding. However, any interest installment or portion thereof on any Series Y Bond which is payable, but is not punctually paid or duly provided for, on any first day of May or November (herein called Series Y Defaulted Interest) shall forthwith cease to be payable to the registered owner on the relevant regular record date. Any Series Y Defaulted Interest may be paid by the Company, at its election in each case, in either of the ways provided in clause (1) or (2) below: (1) The Company may elect to make payment of any Series Y Defaulted Interest to the persons in whose names the Series Y Bonds (or their Predecessor Bonds) are registered at the close of business on a special record date for the payment of such Series Y Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Series Y Defaulted Interest proposed to be paid on each Series Y Bond and the date of the proposed payment which shall not be less than 45 days after the receipt by the Trustee of such notice of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Series Y Defaulted Interest, or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such Series Y Defaulted Interest as in this clause (1) provided. Thereupon the Trustee shall fix a special record date for the payment of such Series Y Defaulted Interest which shall be not more than fifteen days nor less than five days prior to the date of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Series Y Defaulted Interest and the special record date therefor to be mailed, postage prepaid, to each owner of Series Y Bonds, at his address on the bond register, not less than fifteen days prior to such special record date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper or newspapers printed in the English language, customarily published on each business day, of general circulation in each city or place where interest is payable, but such publication shall not be a condition precedent to the establishment of such special record date. Notice of the proposed payment of such Series Y Defaulted Interest and the special record date therefor having been mailed as aforesaid, such Series Y Defaulted Interest shall be paid to the persons in whose names the Series Y Bonds (or their Predecessor Bonds) are registered on such special record date and shall no longer be payable pursuant to the following clause (2). (2) The Company may make payment of any Series Y Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Series Y Bonds may at the time be listed, and upon such notice as may be required by such exchange or, in the absence of any such requirement, upon such notice as the Trustee shall require, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2, each Series Y Bond delivered under this Indenture upon transfer of or exchange for or in lieu of any other Series Y Bond of the same original issue date and identical terms and provisions shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series Y Bond of the same original issue date and identical terms and provisions. The principal of and the premium, if any, and interest on the Series Y Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Trustee in the City of Boston, Massachusetts, and at such other places, if any, as may be required by any securities exchange on which the Series Y Bonds may at the time be listed. At the option of the Company, such interest may be paid by check payable to the order of and mailed to the address of the person entitled thereto as the name and address of such person shall appear on the bond register maintained pursuant to Section 2.06 of the Original Indenture. SECTION 3. The certificate as to form, as to an issue of Series Y Bonds, shall provide whether such Series Y Bonds may be called, as a whole or in part, and whether any part of the principal amount constituting $1,000 or any integral multiple thereof may be called, at the option of the Company or pursuant to any applicable provision of the Original Indenture or this Twentieth Supplemental Indenture, for redemption at any time prior to maturity, whether or not on an interest payment date, in each case upon notice given as hereinafter provided, at the applicable redemption price, together in each case with accrued and unpaid interest to the redemption date. The certificate as to form, as to an issue of Series Y Bonds, may provide that none of such Series Y Bonds shall be so called for a period of years from the original issue date of such Bonds, as set forth in the certificate. The applicable redemption prices shall be as set forth in the certificate as to form. The certificate as to form, as to an issue of Series Y Bonds, may provide that none of such Series Y Bonds shall be redeemed prior to a stated date at general redemption prices if such redemption is for the purpose or in anticipation of refunding such Bonds, or any part thereof, through the use, directly or indirectly, of funds borrowed by the Company at an effective interest cost to the Company (computed in accordance with generally accepted financial practice) of less than the effective interest cost to the Company of such Bonds. On redemption of an issue of Series Y Bonds the Trustee, in the name and on behalf of the Company, shall mail, by first class postage prepaid, a notice of redemption to each registered holder of a Bond to be redeemed (in whole or in part) at the last address of such holder appearing on the bond register. Such notice shall be mailed not less than 30 days prior to the date fixed for redemption and shall conform to the requirements of Section 5.02 of the Original Indenture. SECTION 4. The permitted aggregate principal amount of Series Y Bonds which may be executed by the Company and authenticated by the Trustee shall not be limited except as otherwise provided in the Indenture, and except that the aggregate principal amount of Bonds authenticated, delivered or outstanding at any time shall never in any event exceed the amount at that time permitted by law. SECTION 5. The additional charge provided for in Section 2.06(f) of the Original Indenture is waived for the Series Y Bonds. ARTICLE III. CONCERNING THE TRUSTEE SECTION 1. The Trustee accepts the trust, created by this Twentieth Supplemental Indenture. The Trustee for the time being under the Original Indenture shall ex officio be the Trustee under this Twentieth Supplemental Indenture. The word "Trustee" wherever used herein shall be taken to apply to the Trustee for the time being under the Original Indenture and hereunder. The Trustee makes no representations as to the value of the Trust Estate or any part thereof, or as to the Title of the Company thereto, or as to the validity or adequacy of the security afforded thereby or by the Indenture, or as to the validity of this Twentieth Supplemental Indenture or of the Series Y Bonds. The Trustee shall not be taken impliedly to have waived hereby any right which it would otherwise have had under the Indenture. ARTICLE IV. MISCELLANEOUS SECTION 1. This Twentieth Supplemental Indenture shall become void when the Original Indenture shall become void. SECTION 2. This Twentieth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture, this Twentieth Supplemental Indenture forms a part thereof. Except as herein expressly otherwise defined, the use of terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Original Indenture as amended by the Prior Supplemental Indentures. SECTION 3. All the covenants and provisions of this Twentieth Supplemental Indenture and the Series Y Bonds are for the sole and exclusive benefit of the parties hereto and the holders of the Bonds, and no others shall have any legal, equitable or other right, remedy or claim under or by reason of this Twentieth Supplemental Indenture or the Series Y Bonds. SECTION 4. The Trustee hereby approves the form of the permanent Series Y Bonds and the forms for endorsement and authentication, all as hereinbefore set forth, the form of this Twentieth Supplemental Indenture and the designation of the Series Y Bonds. SECTION 5. The date of this Twentieth Supplemental Indenture, to wit, July 1, 1994, is intended as and for a date for reference and for identification, the actual time of the execution hereof being the date set forth in the testimonium clause hereof. SECTION 6. The Twentieth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original; and such counterparts shall constitute but one and the same instrument, which shall for all purposes be sufficiently evidenced by any such original counterpart. SECTION 7. The cover of this Twentieth Supplemental Indenture and all article and descriptive headings, and the table of contents and marginal notes, if any, are inserted for convenience only, and shall not affect any construction or interpretation hereof. IN WITNESS WHEREOF, NEW ENGLAND POWER COMPANY has caused this Twentieth Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers, being its agents, thereunto duly authorized, and State Street Bank and Trust Company, Trustee has caused this Twentieth Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers or employees, being its agents, thereunto duly authorized, all as of the day and year first above written, but actually executed on August 1, 1994. NEW ENGLAND POWER COMPANY By: John G. Cochrane John G. Cochrane Assistant Treasurer and Agent Attest: Robert King Wulff Robert King Wulff [CORPORATE SEAL] Clerk and Agent Address: 25 Research Drive Westborough, Massachusetts 01582 Signed, sealed and delivered on behalf of New England Power Company in the presence of: Carol-Ann Feldman John W. Burke STATE STREET BANK AND TRUST COMPANY, [CORPORATE SEAL] Trustee By: Daniel Golden Daniel Golden Assistant Vice President and Agent Attest: B. J. Curtis B. J. Curtis Assistant Vice President and Agent Address: Corporate Trust Department 225 Franklin Street Boston, Massachusetts 02110 Signed, sealed and delivered on behalf of State Street Bank and Trust Company, Trustee in the presence of: David C. Tomlinson Bess B. Gorman Schedule A All and the same rights in land in Ware, Hampshire County, Massachusetts, which were conveyed to New England Power Company by the following instruments: WARE Recorded with Hampshire County Registry of Deeds Grantors Date Book Page Prop. No. - -------- ---- ---- ---- --------- Gary C. Moulton et ux Aug. 16, 1993 4309 109 P. 220 Clifford G. Harris et ux Sept. 23, 1993 4317 9 P. 226 All and the same land and rights in land in Millbury, Worcester County, Massachusetts, which were conveyed to New England Power Company by the following instruments: MILLBURY Recorded with Worcester District Registry of Deeds Grantors Date Book Page Prop. No. - -------- ---- ---- ---- --------- Alexander G. Belisle et ux [Fee] Feb. 3, 1994 16100 159 Gen. 7d ALL OF THE LAND AND RIGHTS IN LAND HEREIN ABOVE REFERRED TO IN THIS "SCHEDULE A" ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS, CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREIN ABOVE MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN FORCE AND APPLICABLE. THE COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) On this 1st day of August, 1994, before me personally came John G. Cochrane and Robert King Wulff, to me personally known, who being by me duly sworn did depose and say that they reside in Hingham, Massachusetts and Boston, Massachusetts respectively; that they are Assistant Treasurer and Agent and Clerk and Agent, respectively, of New England Power Company, one of the corporations described in and which executed the foregoing instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation; and that they signed their names thereto by like authority; and the said John G. Cochrane and Robert King Wulff severally acknowledged said instrument to be their free act and deed and the free act and deed of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal at Boston, County of Suffolk, in The Commonwealth of Massachusetts, on the day and year appearing next above. [NOTARIAL SEAL] Sally Ann Tracy Sally Ann Tracy Notary Public in and for The Commonwealth of Massachusetts My Commission expires: January 29, 1999 THE COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) On this 1st day of August, 1994, before me personally came Daniel Golden and B. J. Curtis, to me personally known, who being by me duly sworn did depose and say that they reside in Newton, Massachusetts, and Arlington, Massachusetts, respectively; that they are Assistant Vice President and Agent and Assistant Vice President and Agent, respectively, of State Street Bank and Trust Company, Trustee, one of the corporations described in and which executed the foregoing instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the board of directors of said corporation; and they signed their names thereto by like authority; and the said Daniel Golden and B. J. Curtis severally acknowledged said instrument to be their free act and deed and the free act and deed of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial seal at Boston, County of Suffolk, in The Commonwealth of Massachusetts, on the day and year appearing next above. Renee M. Kossuth Renee M. Kossuth Notary Public in and for The Commonwealth of Massachusetts My Commission expires: April 24, 1998 [NOTARIAL SEAL] ENDORSEMENT State Street Bank and Trust Company, Trustee, being the mortgagee in the foregoing Twentieth Supplemental Indenture, hereby consents to the cutting of any timber standing upon any of the lands covered by the Original Indenture, the Prior Supplemental Indentures or this Twentieth Supplemental Indenture and to the sale of any such timber so cut and of any personal property covered by said Original Indenture, the Prior Supplemental Indentures or this Twentieth Supplemental Indenture, to the extent, but only to the extent, that such sale is permitted under the provisions of the Original Indenture. Dated: Boston, Massachusetts August 1, 1994 STATE STREET BANK AND TRUST COMPANY, Trustee [CORPORATE SEAL] By: Daniel Golden Daniel Golden Assistant Vice President and Agent Attest: B. J. Curtis B. J. Curtis Assistant Vice President and Agent Signed, sealed and delivered on behalf of State Street Bank and Trust Company, Trustee in the presence of: David C. Tomlinson Bess B. Gorman AFFIDAVIT We, the undersigned John G. Cochrane and Robert King Wulff, being respectively Assistant Treasurer and Agent and Clerk and Agent of New England Power Company, the mortgagor in the foregoing Twentieth Supplemental Indenture (being an indenture of mortgage), and being the persons authorized by said mortgagor to execute said instrument, and Daniel Golden and B. J. Curtis being respectively Assistant Vice President and Agent and Assistant Vice President and Agent of State Street Bank and Trust Company, Trustee, the mortgagee in the foregoing Twentieth Supplemental Indenture, and being the persons authorized by said mortgagee to execute and to receive on behalf of said State Street Bank and Trust Company, the foregoing Twentieth Supplemental Indenture, as Trustee, for the benefit of the holders of the Bonds therein referred to, severally swear that the foregoing Twentieth Supplemental Indenture is made for the purpose of securing the debt specified in the condition of the Original Indenture referred to in said Twentieth Supplemental Indenture and the Bonds issued and to be issued under said Original Indenture, the Prior Supplemental Indentures thereto and said Twentieth Supplemental Indenture, and the performance and observance of the agreements and conditions specified in said Original Indenture, the Prior Supplemental Indentures thereto and said Twentieth Supplemental Indenture, and for no other purpose whatever; that the said existing debt was not created for the purpose of enabling the mortgagor to execute said Original Indenture, the Prior Supplemental Indentures thereto or said Twentieth Supplemental Indenture, but is a just debt, honestly due and owing from the mortgagor to the holders thereof; that the said agreements are valid, true and just obligations of the mortgagor; and that the Bonds hereafter to be issued under said Original Indenture, the Prior Supplemental Indentures thereto and said Twentieth Supplemental Indenture and other expectant future obligations hereafter to arise thereunder and to be secured thereby will be just obligations, honestly due and owing, when and as they are issued or come into existence; and we, said Daniel Golden and B. J. Curtis on behalf of said State Street Bank and Trust Company severally swear that said State Street Bank and Trust Company, as Trustee, received said Original Indenture, the Prior Supplemental Indentures thereto and said Twentieth Supplemental Indenture in good faith for the purposes therein stated. John G. Cochrane Daniel Golden John G. Cochrane Daniel Golden Robert King Wulff B. J. Curtis Robert King Wulff B. J. Curtis THE COMMONWEALTH OF MASSACHUSETTS ) ) ss. COUNTY OF SUFFOLK ) Subscribed and sworn to by the said John G. Cochrane, Robert King Wulff, Daniel Golden and B.J. Curtis this 1st day of August, 1994. Before me, [NOTARIAL SEAL] Sally Ann Tracy Sally Ann Tracy Notary Public in and for The Commonwealth of Massachusetts My Commission expires: January 29, 1999 I, Robert King Wulff, Clerk of New England Power Company, a corporation duly organized under the laws of The Commonwealth of Massachusetts and having its principal place of business in Westborough, Massachusetts, hereby certify that at a special meeting in lieu of the annual meeting of the stockholders of said Company, duly called and held at 20 Turnpike Road, Westborough, Massachusetts, May 19, 1978, by the affirmative action of at least a majority of the Company's shares outstanding and entitled to vote thereon, upon motion duly made and seconded, the following vote was duly passed: VOTED: That the Board of Directors of the Company is authorized to vote to mortgage all or substantially all of the Company's property, including its franchises, in connection with the issue from time to time of the Company's bonds and other actions under the Company's General and Refunding Indenture and Deed of Trust and any supplements thereto. I further certify that at a special meeting of the Board of Directors of said Company, duly called and held at 25 Research Drive, Westborough, Massachusetts, on March 30, 1992, at which meeting a quorum was present and acting throughout, by the affirmative action of all the directors present, upon motions made and seconded, the following vote was duly passed: VOTED: That this Company mortgage all or substantially all of its property, including its franchises, in connection with the issue of New G & R Bonds and other actions under the Company's General and Refunding Mortgage Indenture and Deed of Trust, dated as of January 1, 1977, and supplements thereto. I further certify that at a special meeting of the Board of Directors of said Company, duly called and held at 25 Research Drive, Westborough, Massachusetts, on November 6, 1992, at which meeting a quorum was present and acting throughout, by the affirmative action of all the directors present, upon motions made and seconded, the following vote was duly passed: VOTED: That this Company mortgage all or substantially all of its property, including its franchises, in connection with the issue of one or more series of additional General and Refunding Mortgage Bonds in an aggregate principal amount not exceeding $100 million (the New G & R Bonds) and other actions under the Company's General and Refunding Mortgage Indenture and Deed of Trust, dated as of January 1, 1977, and supplements thereto. I further certify that by unanimous written consent of the Board of Directors of said Company, on July 26, 1994, the following vote was duly passed: VOTED: That, for the purpose of providing for the additional G & R Bonds voted by this Board on March 30, 1992, and November 6, 1992, and for the issue from time to time of additional amounts of said Bonds and the forms and provisions of said Bonds, and for the purpose of securing the payment of the principal and interest on all G&R Bonds at any time issued and to be issued and outstanding thereunder, the President, any Vice President, the Treasurer, and any Assistant Treasurer of the Company are severally authorized and directed as agents of the Company, and in its name and on its behalf and as and for its corporate act and deed, to enter into and execute, and to affix the corporate seal of the Company to one or more supplemental indentures, to be dated as of a date to be determined by the officer of the Company, with State Street Bank and Trust Company, as Trustee (hereinafter in this vote individually referred to as a G&R Supplemental Indenture), each G&R Supplemental Indenture to be supplemental to the General and Refunding Mortgage Indenture and Deed of Trust dated as January 1, 1977, and to be substantially in the form as attached hereto as Exhibit "A", with appropriate provisions relating to principal amount, maturity date, interest rate, interest payment dates, and redemption and refunding provisions, as well as other terms and conditions for the specific series of the New G&R Bonds, within such limits as may be established from time to time by this Board, and with such further modifications as the officers executing each such G&R Supplemental Indenture shall approve, such execution to be conclusive evidence of such approval; provided, however, that the form of each G&R Supplemental Indenture be in a form approved by the Trustee under the G&R Indenture; that the Clerk or any Assistant Clerk of the Company, as its agent, is authorized and directed to attest such corporate seal so affixed; and that said officers executing each G&R Supplemental Indenture are authorized and directed to sign, acknowledge, deliver, and accept such G&R Supplemental Indenture in as many counterparts as they or any one or more of them shall deem advisable, and to cause the same to be filed and recorded and refiled and rerecorded as they or any one or more of them shall deem advisable. And I further certify that, as appears from the records of said Company, John G. Cochrane is Assistant Treasurer of said Company, being duly authorized to execute in the name and on behalf of said Company the foregoing Twentieth Supplemental Indenture, dated as of July 1, 1994, and I am the Clerk of said Company, duly authorized to attest the ensealing of said Twentieth Supplemental Indenture; that the foregoing Twentieth Supplemental Indenture, to which this certificate is attached, is substantially in the form presented to and approved at said directors meeting, with such modifications as have been approved (as authorized at said meeting) by the Assistant Treasurer of the Company executing the said Twentieth Supplemental Indenture; that the foregoing is a true and correct copy of the votes passed at the meetings as recorded in the records of said Company; and that, except as set forth above, said votes remain in full force and effect without alteration. IN WITNESS WHEREOF I have hereunto subscribed my name as Clerk and have caused the corporate seal of this Company to be hereunto affixed this 1st day of August, 1994. Robert King Wulff Robert King Wulff Clerk of NEW ENGLAND POWER COMPANY [CORPORATE SEAL] RECORDING NOTE The General and Refunding Mortgage Indenture and Deed of Trust dated as of January 1, 1977, the First through Twentieth Supplemental Indentures dated as of July 1, 1978, March 15, 1980, November 1, 1981, June 1, 1982, January 15, 1983, September 15, 1983, November 15, 1983, December 1, 1983, October 15, 1985, April 1, 1986, June 1, 1986, August 1, 1988, April 1, 1989, November 1, 1990, June 15, 1991, August 1, 1992, October 1, 1992, January 1, 1993, August 1, 1993, and July 1, 1994, respectively, between New England Power Company and State Street Bank and Trust Company (successor to Bank of New England, National Association formerly New England Merchants National Bank) Trustee, have been duly filed for record and recorded as follows: In the following Registries of Deeds in The Commonwealth of Massachusetts: BERKSHIRE NORTH DISTRICT DEEDS BRISTOL FALL RIVER DISTRICT DEEDS BRISTOL NORTH DISTRICT DEEDS ESSEX NORTH DISTRICT DEEDS ESSEX SOUTH DISTRICT DEEDS FRANKLIN REGISTRY OF DEEDS HAMPDEN REGISTRY OF DEEDS HAMPSHIRE REGISTRY OF DEEDS MIDDLESEX NORTH DISTRICT DEEDS MIDDLESEX SOUTH DISTRICT DEEDS NORFOLK REGISTRY OF DEEDS SUFFOLK REGISTRY OF DEEDS WORCESTER DISTRICT DEEDS WORCESTER NORTH DISTRICT DEEDS In the following Land Court Registration Districts in The Commonwealth of Massachusetts: NORTHERN REGISTRY DISTRICT OF BERKSHIRE COUNTY NORTHERN REGISTRY DISTRICT OF BRISTOL COUNTY FALL RIVER REGISTRY DISTRICT OF BRISTOL COUNTY NORTHERN REGISTRY DISTRICT OF ESSEX COUNTY SOUTHERN REGISTRY DISTRICT OF ESSEX COUNTY FRANKLIN COUNTY DISTRICT HAMPDEN COUNTY DISTRICT HAMPSHIRE COUNTY DISTRICT NORTH REGISTRY DISTRICT OF MIDDLESEX COUNTY SOUTH REGISTRY DISTRICT OF MIDDLESEX COUNTY NORFOLK COUNTY DISTRICT SUFFOLK COUNTY DISTRICT WORCESTER REGISTRY DISTRICT OF WORCESTER COUNTY In the following Registries of Deeds in the State of New Hampshire: CHESHIRE COUNTY HILLSBOROUGH COUNTY COOS COUNTY MERRIMACK COUNTY GRAFTON COUNTY ROCKINGHAM COUNTY SULLIVAN COUNTY In the office of the Vermont Secretary of State and in the Land Records of the Clerks of the following towns, all in the State of Vermont: BARNET READSBORO BRADFORD ROCKINGHAM BRATTLEBORO SEARSBURG CONCORD SOMERSET DUMMERSTON SPRINGFIELD FAIRLEE STAMFORD GUILFORD STRATTON HARTFORD THETFORD HARTLAND VERNON LUNENBURG WATERFORD NEWBURY WEATHERSFIELD NORTON WESTMINSTER NORWICH WHITINGHAM POWNAL WILMINGTON PUTNEY WINDSOR In the office of the Connecticut Secretary of State and either certificates of mortgage or Supplemental Indentures in the Land Records of the Towns of Waterford and Berlin, Connecticut. In the Land Records of the Clerks of the Towns of Charlestown and Westerly, and the City of Providence, Rhode Island. In the Cumberland County Registry of Deeds in the State of Maine. Financing statements have been filed and recorded with reference thereto in the office of the Massachusetts Secretary of State, in each of the above Registries of Deeds and Land Court Registration Districts in Massachusetts, in the office of the New Hampshire Secretary of State and in each of the above Registries of Deeds in New Hampshire, in the office of the Rhode Island Secretary of State and in each of the above Land Records of the above Towns in Rhode Island, in the office of the Maine Secretary of State and in the above Registry of Deeds in Maine. EX-10 6 NEES EXHIBIT (10)(C) EXHIBIT (10)(c) AMENDMENT REVISING THE CONNECTICUT YANKEE TRANSMISSION AGREEMENT THIS AMENDMENT, dated as of this 19th day of January, 1994 is entered into by the signatories hereto for the purpose of amending the Connecticut Yankee Transmission Agreement dated as of October 1, 1964 (the "CY Agreement") and revising the appendices to the CY Agreement, as previously amended and revised as of July 1, 1979. WHEREAS, changes have occurred in the interconnected transmission systems in the region and, consequently, in the transmission responsibilities of the parties to the CY Agreement, and WHEREAS, The Hartford Electric Light Company has merged into The Connecticut Light and Power Company, and WHEREAS, The New Bedford Gas and Edison Light Company has changed its corporate name to the Commonwealth Electric Company, and WHEREAS, Commonwealth Electric Company is presently transmitting power generated by the Connecticut Yankee nuclear unit to stockholders of that unit and is desirous of becoming a party to the CY Agreement, and WHEREAS, Maine Electric Power Company is presently transmitting power generated by the Connecticut Yankee nuclear unit to stockholders of that unit and is desirous of becoming a party to the CY Agreement, and WHEREAS, the signatories except the Central Vermont Public Service Corporation and The United Illuminating Company are also parties to the transmission agreements relating to transmission of power from the Maine Yankee nuclear unit (the "Maine Yankee Transmission Agreement"), and from the Vermont Yankee nuclear unit (the "Vermont Yankee Transmission Agreement"), and WHEREAS, the signatories have determined that it is appropriate to amend and revise the CY Agreement, and WHEREAS, this Amendment has been negotiated by the signatories as a comprehensive, integrated resolution of outstanding issues pertaining to the Connecticut Yankee Transmission Agreement, Maine Yankee Transmission Agreement and the Vermont Yankee Transmission Agreement; NOW, THEREFORE, the signatories hereby agree as follows: SECTION 1. AMENDMENTS TO PREAMBLE OF THE CY AGREEMENT - ---------- ------------------------------------------ A. In order to reflect (1) the addition of Maine Electric Power Company as a party to the CY Agreement, (2) the merger of The Hartford Electric Light Company into The Connecticut Light and Power Company, (3) the change of name of New Bedford Gas and Edison Light Company into Commonwealth Electric Company, and (4) the payment of transmission charges by only those parties who receive transmission service under the CY Agreement, the preamble to the CY Agreement is amended as follows: CONNECTICUT YANKEE TRANSMISSION AGREEMENT, dated as of October 1, 1964, between The Connecticut Light and Power Company, New England Power Company, Boston Edison Company, The United Illuminating Company, Western Massachusetts Electric Company, Central Maine Power Company, Public Service Company of New Hampshire, Montaup Electric Company, Cambridge Electric Light Company, Central Vermont Public Service Corporation, Vermont Electric Power Company, Inc., Commonwealth Electric Company, and Maine Electric Power Company. Connecticut Yankee Atomic Power Company ("Connecticut Yankee") is constructing a nuclear electric generating unit at a site adjacent to the Connecticut River at Haddam Neck, Connecticut. The unit has been designed to have an initial electrical capacity of approximately 490 emw gross and 463 emw net, and is presently scheduled for commercial operation on or before October 1, 1967. The parties to this agreement except for Vermont Electric Power, Inc., Commonwealth Electric Company and Maine Electric Power Company are stockholders of Connecticut Yankee, and by separate power contracts dated as of July 1, 1964 have contracted to purchase the entire net electrical capacity and output of the Connecticut Yankee unit in the following percentages: The Connecticut Light and Power Company . . . . . .34.5% New England Power Company . . . . . . . . . . . . .15.0% Boston Edison Company . . . . . . . . . . . . . . . 9.5% The United Illuminating Company . . . . . . . . . . 9.5% Western Massachusetts Electric Power . . . . . . . 9.5% Central Maine Power Company . . . . . . . . . . . . 6.0% Public Service Company of New Hampshire . . . . . . 5.0% Montaup Electric Company . . . . . . . . . . . . . 4.5% Cambridge Electric Light Company. . . . . . . . . . 4.5% Central Vermont Public Service Corporation . . . . 2.0% ----- 100.0% Vermont Electric Power Company, Inc., Commonwealth Electric Company and Maine Electric Power Company are not stockholders of Connecticut Yankee, but transmit Connecticut Yankee power over their systems to such stockholders and are deemed to be parties to this agreement. Deliveries under the Connecticut Yankee power contracts will be made at the site at a nominal voltage of 345 kV. This agreement provides for transmission of the power purchased by the Connecticut Yankee stockholders over the interconnected facilities of the parties for delivery to the individual systems of the stockholders of Connecticut Yankee who have a common interest in the Connecticut Yankee Unit. It is the intent of the parties that a uniform transmission charge shall be payable for each kilowatt of Connecticut Yankee capacity by each party for whom transmission services are rendered, and that the changes so assessed shall be paid to the transmitting parties in proportion to their respective transmission responsibilities. SECTION 2. AMENDMENTS TO OTHER PROVISIONS OF THE CY AGREEMENT - ---------- -------------------------------------------------- A. The first sentence of the first paragraph of Section 4 of the CY Agreement is amended to read as follows: Each party for whom transmission services are rendered pursuant to this agreement (as shown on Appendix C, as amended from time to time) shall pay a transmission charge at the annual rate of $3.09 per kilowatt of its capacity entitlement under the Connecticut Yankee power contracts. B. The third paragraph of Section 4 of the CY Agreement is amended by adding a third sentence that reads as follows: The methodology of determining receipts shall be based on the kilowatt-miles of transmission capacity made available by a transmitting party. C. The CY Agreement is amended by adding new Sections 10 and 11, as follows: 10. Right of Transmitting Parties to Change Rate Schedules. --------------------------------------------- Each transmitting party reserves the right to submit for filing without the concurrence of any other party other rate schedules modifying or superseding this Agreement, subject to Section 11 below, and each party reserves the right to object to such rate schedules. Any changes to transmission charges proposed by The Connecticut Light and Power Company shall be based on the methodology used to determine the transmission charges under the Amendment to the Maine Yankee Transmission Agreement dated January 19, 1994 and the Amendment to the Vermont Yankee Transmission Agreement, dated January 19, 1994. The assumptions and methods used to determine the transmission responsibilities of the parties as shown in Appendix A, does not set a precedent for redetermination of such responsibilities under any future Amendments to the CY Agreement. 11. Moratorium on Changes to Assumptions and Methods. ------------------------------------------------- None of the parties shall seek an effective date prior to the expiration of three (3) years from the effective date of this Amendment, for any changes to the transmission charge, distribution of revenues, assumptions and methods or appendices specified in the CY Agreement as amended hereby. All parties hereby reserve their rights, individually and jointly, to protest, support or otherwise intervene in any proceeding involving a change in the transmission charge, distribution of revenues, assumptions and methods or appendices of the CY Agreement or this Amendment. SECTION 3. REVISION OF APPENDICES - ---------- ----------------------- A. Appendix A, Appendix B and Appendix C shall be deleted in their entirety and replaced with the attached revisions. SECTION 4. EFFECTIVENESS OF AMENDMENT - --------- -------------------------- A. This Amendment shall become effective on such later date as the Federal Energy Regulatory Commission shall permit the last of the Amendments to the Connecticut Yankee Transmission Agreement dated January 19, 1994, Maine Yankee Transmission Agreement dated January 19, 1994 or the Vermont Yankee Transmission Agreement dated January 19, 1994 to become effective. SECTION 5. COUNTERPARTS - --------- ------------ A. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. It shall not be a condition to the effectiveness of this Amendment that each of the parties has executed the same or different counterparts. SECTION 6. INTERDEPENDENCIES - ---------- ------------------ A. The terms of this Amendment have resulted from negotiations over transmission agreements relative to the Connecticut Yankee, Maine Yankee and Vermont Yankee nuclear units. The parties to this Amendment to the CY Agreement agree that the provisions hereof are not severable from the Amendment to the MY Transmission Agreement dated January 19, 1994 and from the Amendment to the VY Transmission Agreement dated January 19, 1994 and agree to support these Amendments in their entirety. This Amendment is expressly conditioned upon acceptance by the Federal Energy Regulatory Commission of all provisions hereof, the Amendment to the MY Transmission Agreement dated January 19, 1994 and the Amendment to the VY Transmission Agreement dated January 19, 1994, without change or condition. In the event the Federal Energy Regulatory Commission does not by order accept these Amendments in their entirety, this Amendment shall be deemed to be null and void, unless otherwise agreed by all parties. IN WITNESS WHEREOF, the signatories have executed this Amendment by their respective duly authorized officers, as of this 19th day of January, 1994. Boston Edison Company By ___________________________ Title: Cambridge Electric Light Company By ___________________________ Title: Central Maine Power Company By ___________________________ Title: Central Vermont Public Service Corporation By ___________________________ Title: Commonwealth Electric Company By ___________________________ Title: The Connecticut Light & Power Company By ___________________________ Title: Maine Electric Power Company By ___________________________ Title: Montaup Electric Company By ___________________________ Title: New England Power Company By ___________________________ Title: Public Service Company of New Hampshire By _____________________________________ Title: The United Illuminating Company By ___________________________ Title: Vermont Electric Power Company, Inc. By _________________________________ Title: Western Massachusetts Electric Company By ____________________________________ Title: APPENDIX A CONNECTICUT YANKEE TRANSMISSION AGREEMENT Revised Transmission Responsibilities Of The Parties Transmitting Party (1) % --------------------- ---- CL&P................................ 50.76 UI.................................. .12 WMECO............................... 9.61 NEPCO............................... 17.54 BECO................................ 9.14 CMP................................. .08 PSNH................................ 8.88 Montaup............................. 2.44 CEC................................ .82 VELCO.............................. .48 MEPCO.............................. .13 ------- Total... 100.00 Notes: 1. CL&P = The Connecticut Light & Power Company UI = The United Illuminating Company WMECO = Western Massachusetts Electric Company NEPCO = New England Power Company BECO = Boston Edison Company CMP = Central Maine Power Company PSNH = Public Service Company of New Hampshire Montaup = Montaup Electric Company CEC = Commonwealth Electric Company Velco = Vermont Electric Power Company, Inc. Mepco = Maine Electric Power Company EX-10 7 NEES EXHIBIT (10)(E)(V) EXHIBIT(10)(e)(v) CONFORMED COPY ______________________________________________________________ U.S. $225,000,000 CREDIT AGREEMENT Dated as of April 13, 1995 Among NEW ENGLAND ENERGY INCORPORATED as Borrower THE BANKS NAMED HEREIN and CREDIT SUISSE as Administrative Agent and Arranger _________________________________________________ NEW ENGLAND ENERGY INCORPORATED, a Massachusetts corporation (the "Borrower"), the Banks (as hereinafter defined) and CREDIT SUISSE ("Credit Suisse"), as administrative agent and arranger (the "Agent") for the Banks hereunder, agree as follows: PRELIMINARY STATEMENT The Borrower has requested the Banks to provide to the Borrower a committed reducing revolving credit facility in the maximum principal amount of $225,000,000, to be advanced by, and repaid to, the Banks ratably in accordance with their respective commitments. In addition, the Borrower has requested the Agent to establish, and the Banks to participate in, a program whereby the Borrower could solicit, on a competitive bid basis, non-ratable advances from the Banks aggregating all or part of the unused portion of the committed facility. The Borrower has arranged for advances to benefit from the Borrower's financial arrangements with either New England Power Company ("NEP") or New England Electric System ("NEES"). The Banks and the Agent are agreeable to the Borrower's requests on the terms and conditions set forth herein. ARTICLE I DEFINITIONS AND ACCOUNTING TERMS SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Acknowledgments" means the NEP Acknowledgment and the NEES Acknowledgment. "Advance" means a Committed Advance or a Competitive Advance. "Alternate Base Rate" means, for any Interest Period or any other period, a fluctuating interest rate per annum as shall be in effect from time to time which rate per annum shall at all times be equal to the higher of: (a) the base commercial lending rate announced from time to time by Credit Suisse, New York Branch; and (b) the rate quoted by Credit Suisse, New York Branch, at approximately 11:00 a.m. New York City time, to dealers in the New York Federal Funds Market for the overnight offering of dollars by Credit Suisse, New York Branch, for deposit, plus one-half of one percent (1/2%). Each change in the Alternate Base Rate shall take effect simultaneously with any change in such base rate or quoted rate (as the case may be). "Amortization Date" means the anniversary of the Closing Date occurring in each year, commencing with the first anniversary date (being the initial Amortization Date) and ending on the anniversary date occurring in 2002 or, if the Termination Date shall have been extended in accordance with Section 2.18 hereof, the anniversary date occurring in 2003 (being the final Amortization Date). "Ancillary Agreements" means the Fuel Purchase Contract, the Capital Funds Agreement, the Capital Maintenance Agreement and the Loan Agreement. "Applicable Lending Office" means, with respect to each Bank, such Bank's Domestic Lending Office in the case of a Base Rate Advance and such Bank's Eurodollar Lending Office in the case of a Eurodollar Rate Advance and, in the case of a Competitive Advance, the office of such Bank notified by such Bank to the Agent as its Applicable Lending Office with respect to such Competitive Advance. "Applicable Eurodollar Margin" means, on any day and for any Eurodollar Rate Advance, the respective interest rate per annum specified below under the column corresponding to the lowest rating assigned by Moody's or S&P (i) to the senior secured long-term public debt of NEP or (ii) if the CMA Conversion Date has occurred and NEES has issued senior long- term debt, to such debt: S & P AA+ or AA or higher A or BBB or BBB- or higher higher higher lower Moody's Aa1 or Aa2 or higher A2 or Baa2 or Baa3 or higher higher higher lower 13% 17% .235% .285% .375% "Applicable Rate" means: (i) for each Base Rate Advance, the Alternate Base Rate; (ii) for each Eurodollar Rate Advance, the sum of the Eurodollar Rate for such Advance plus the Applicable Eurodollar Margin; and (iii) for each Competitive Advance, the rate of interest specified therefor by the Bank making such Competitive Advance in its notice with respect thereto delivered pursuant to Section 2.03(ii) hereof. Each change in the Applicable Rate shall take effect simultaneously with the corresponding change in the Alternate Base Rate (in the case of a Base Rate Advance) and in the Applicable Eurodollar Margin (in the case of all Eurodollar Rate Advances). "Banks" means the Banks listed on the signature pages hereof and each Person that shall become a party hereto pursuant to Section 8.07. "Bank Assignment" means an assignment and acceptance entered into by an assigning Bank and an assignee Bank, and accepted by the Agent, in accordance with Section 8.07 and in substantially the form of Exhibit 8.07 hereto. "Base Rate Advance" means a Committed Advance which, in accordance with Article II hereof, is selected by the Borrower to bear interest, or otherwise is provided to bear interest, computed by reference to the Alternate Base Rate. "Borrowing" means a Committed Borrowing or a Competitive Borrowing. "Business Day" means a day of the year on which banks are not required or authorized to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market. "Capital Funds Agreement" means that certain Capital Funds Agreement dated November 1, 1974, between the Borrower and NEES, as amended by Amendment No. 1 thereto dated as of July 1, 1976, Amendment No. 2 thereto dated as of July 26, 1979, Amendment No. 3 thereto dated as of August 26, 1981, Amendment No. 4 thereto dated as of March 26, 1985, Amendment No. 5 thereto dated as of April 28, 1989, Amendment No. 6 thereto dated as of June 1, 1990, and Amendment No. 7 thereto in substantially the form of Exhibit 1.01A hereto. "Capital Maintenance Agreement" means that certain Capital Maintenance Agreement dated as of November 15, 1985, between the Borrower and NEES, as amended by Amendment No. 1 thereto dated as of April 28, 1989, and Amendment No. 2 thereto in substantially the form of Exhibit 1.01B hereto. "Closing Date" means the date upon which each of the conditions precedent enumerated in Section 3.01 have been fulfilled to the satisfaction of the Agent. "CMA Advances" means CMA Committed Advances and CMA Competitive Advances. "CMA Assignment" means an Assignment of the Capital Maintenance Agreement in substantially the form of Exhibit 1.01C hereto. "CMA Borrowing Base" means, as of any date, an amount equal to the least of: (i) $225,000,000, less an amount equal to the aggregate of all reductions of the principal amounts due under the CMA Committed Notes and the CMA Competitive Notes as a result of payments made to the Agent by NEES pursuant to Sections 1(a) or (b) of the Capital Maintenance Agreement; (ii) the Commitment on such date; and (iii) 100% of CMA Recapturable Costs. "CMA Borrowings" means the CMA Committed Borrowings and the CMA Competitive Borrowings. "CMA Committed Advance" means an advance by a Bank to the Borrower made on or after the CMA Conversion Date as part of a CMA Committed Borrowing (including each FPC Committed Advance which is converted to a CMA Committed Advance in accordance with Section 2.16), and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of CMA Committed Advance. The Type of CMA Committed Advance may change from time to time as and when such Advance is Converted. For purposes of this Agreement, all CMA Committed Advances of a Bank (or portions thereof) made of, or Converted into, the same Type and Interest Period on the same day shall be deemed to be a single Advance by such Bank until repaid or next Converted. "CMA Committed Borrowing" means a borrowing consisting of CMA Committed Advances of the same Type and Interest Period and made or Converted by each of the Banks on the same day, ratably in accordance with each such Bank's Percentage of the Commitment. For purposes of this Agreement, all CMA Committed Advances made of, or Converted into, the same Type and Interest Period on the same day shall be deemed a single CMA Committed Borrowing hereunder until repaid or next Converted. "CMA Competitive Advance" means an advance by a Bank to the Borrower made on or after the CMA Conversion Date as part of a CMA Competitive Borrowing resulting from the competitive bidding procedure described in Section 2.03 and, each FPC Competitive Advance which is converted to a CMA Competitive Advance in accordance with Section 2.16. "CMA Competitive Borrowing" means a borrowing consisting of CMA Competitive Advances made on the same day by each of the Banks whose offer to make one or more CMA Competitive Advances as part of such Borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.03. "CMA Competitive Note" means a promissory note of the Borrower payable to the order of a Bank, in substantially the form of Exhibit A-2-CMA hereto, evidencing the indebtedness of the Borrower to such Bank resulting from CMA Competitive Advances made by such Bank. "CMA Conversion Date" means the date upon which the Fuel Purchase Contract is terminated and all outstanding FPC Committed Advances are converted to CMA Committed Advances in accordance with Section 2.16. "CMA Recapturable Costs" means, as of any date, the sum of (a) capitalized costs of Hydrocarbon Properties as reflected on the most recent balance sheet of the Borrower, less (b) accumulated amortization of such Hydrocarbon Properties, each as reflected in the most recent Rule 24 Report delivered by the Borrower pursuant to Section 5.03(d) hereof or certificate delivered pursuant to Section 3.02(b) hereof. All capitalized costs included in the determination of CMA Recapturable Costs shall, in any case, include adjustments resulting from the application of the cost center ceiling test pursuant to the rules of the SEC applicable to oil and gas producing companies using the full cost method, as such rules are in effect on the date hereof. "Collateral" means all property which is subject or is to become subject to the security interest granted by any of the Collateral Assignments. "Collateral Assignments" means the NEES Assignment, the NEP Assignment and the CMA Assignment. "Commitment" means the sum of $225,000,000, as such sum may be reduced or terminated from time to time in accordance with Section 2.06, 2.18 or Article VI hereof. "Commitment Reduction Amount" means an amount equal on each day to the aggregate outstanding principal amount of all Competitive Advances on such day (after giving effect to any prepayments, repayments and Borrowings to be made on such day). "Committed Advances" means FPC Committed Advances and CMA Committed Advances. "Committed Borrowings" means FPC Committed Borrowings and CMA Committed Borrowings. "Committed Note" means a promissory note of the Borrower payable to the order of any Bank, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Bank resulting from the Committed Advances made by such Bank. "Competitive Advances" means FPC Competitive Advances and CMA Competitive Advances. "Competitive Borrowings" means FPC Competitive Borrowings and CMA Competitive Borrowings. "Conversion", "Convert", or "Converted" each refers to a conversion of Committed Advances pursuant to Section 2.02(b), including but not limited to any selection of a longer or shorter Interest Period to be applicable to such Advances. "Domestic Lending Office" means, with respect to any Bank, the office or affiliate of such Bank specified as its "Domestic Lending Office" opposite its name on Schedule I hereto or such other office or affiliate of such Bank as such Bank may from time to time specify to the Borrower and the Agent. "Domestic Reserve Percentage" means, on any day and for all Advances comprising part of the same Borrowing, the reserve percentage applicable on such day under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with deposits exceeding one billion dollars with respect to liabilities consisting of or including (among other liabilities) U.S. dollar nonpersonal time deposits in the United States with a maturity equal to the maturity of such Advance. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" of a person or entity means any trade or business (whether or not incorporated) which is a member of a group of which such person or entity is a member and which is under common control with such person or entity within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. "ERISA Plan" means an employee benefit plan, other than a Multiemployer Plan, maintained for employees of any person or entity or any ERISA Affiliate of such person or entity and subject to Title IV of ERISA. "Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Eurodollar Lending Office" means, with respect to any Bank, the office or affiliate of such Bank specified as its "Eurodollar Lending Office" opposite its name on Schedule I hereto (or, if no such office is specified, its Domestic Lending Office) or such other office or affiliate of such Bank as such Bank may from time to time specify to the Borrower and the Agent. "Eurodollar Rate" means, for the Interest Period for each Eurodollar Rate Advance comprising part of the same Committed Borrowing, an interest rate per annum equal to the average (rounded upward, if necessary, to the next higher of 1/16 of 1% per annum) of the respective rates per annum at which deposits in U.S. dollars are offered to the Reference Banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of such Reference Bank's Eurodollar Rate Advance comprising part of such Committed Borrowing and for a period of time comparable to such Interest Period. The Eurodollar Rate for the Interest Period for each Eurodollar Rate Advance comprising part of the same Committed Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period, subject, however, to the provisions of Section 2.10. "Eurodollar Rate Advance" means a Committed Advance which, in accordance with Article II hereof, is selected by the Borrower to bear interest computed by reference to the Eurodollar Rate. "Eurodollar Rate Reserve Percentage" of any Bank for the Interest Period for any Eurodollar Rate Advance means the reserve percentage applicable during such Interest Period (or if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period. "Events of Default" has the meaning specified in Section 6.01. "Existing Agreement" means the $400,000,000 Credit Agreement dated as of April 28, 1989, among the Borrower, certain banks parties thereto and Citibank, N.A., as agent. "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it. "FERC Settlement" means the settlement dated June 3, 1988 as approved by order of the Federal Energy Regulatory Commission on September 20, 1988 (Docket Nos. ER86-687-001 and ER86-688-001). "FPC Advances" means FPC Committed Advances and FPC Competitive Advances. "FPC Borrowing Base" means, as of any date, an amount equal to the lesser of: (i) the Commitment on such date; or (ii) 100% of FPC Recapturable Costs. "FPC Borrowings" means the FPC Committed Borrowings and the FPC Competitive Borrowings. "FPC Committed Advance" means an advance by a Bank to the Borrower made prior to the CMA Conversion Date as part of a FPC Committed Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance, each of which shall be a "Type" of FPC Committed Advance. The Type of FPC Committed Advance may change from time to time as and when such Advance is Converted. For purposes of this Agreement, all FPC Committed Advances of a Bank (or portions thereof) made of, or Converted into, the same Type and Interest Period on the same day shall be deemed to be a single Advance by such Bank until repaid or next Converted. "FPC Committed Borrowing" means a borrowing consisting of FPC Committed Advances of the same Type and Interest Period and made or Converted by each of the Banks on the same day, ratably in accordance with each such Bank's Percentage of the Commitment. For purposes of this Agreement, all FPC Committed Advances made of, or Converted into, the same Type and Interest Period on the same day shall be deemed a single FPC Committed Borrowing hereunder until repaid or next Converted. "FPC Competitive Advance" means an advance by a Bank to the Borrower made prior to the CMA Conversion Date as part of a FPC Competitive Borrowing resulting from the competitive bidding procedure described in Section 2.03. "FPC Competitive Borrowing" means a borrowing consisting of FPC Competitive Advances made on the same day by each of the Banks whose offer to make one or more FPC Competitive Advances as part of such borrowing has been accepted by the Borrower under the auction bidding procedure described in Section 2.03. "FPC Competitive Note" means a promissory note of the Borrower payable to the order of a Bank, in substantially the form of Exhibit A-2-FPC hereto, evidencing the indebtedness of the Borrower to such Bank resulting from FPC Competitive Advances made by such Bank. "FPC Recapturable Costs" means, as of any date the sum of (a) the cost of fuel reserves subject to sale under the Fuel Purchase Contract (including exploration, development and other costs and cost of capital), plus (b) work in process relating thereto, less (c) accumulated amortization of such reserves, each as reflected in the most recent Rule 24 Report delivered pursuant to Section 5.03(d) hereof or certificate delivered pursuant to Section 3.02(b) hereof. "Fuel Purchase Contract" means that certain Fuel Purchase Contract dated July 26, 1979, between the Borrower and NEP, as amended by Amendment No. 1 thereto dated as of August 26, 1981, Amendment No. 2 thereto dated as of March 26, 1985, Amendment No. 3 thereto dated effective as of January 1, 1984, Amendment No. 4 thereto dated as of April 28, 1989, and Amendment No. 5 thereto in substantially the form of Exhibit 1.01D hereto. "Funding Losses" means, with respect to any Competitive Advance or Eurodollar Rate Advance being prepaid or repaid, in whole or in part, prior to the last day of its Interest Period, an amount calculated on the basis of the difference between the Applicable Rate in effect for such Advance and the Applicable Rate that would apply to a Competitive Advance or a Eurodollar Rate Advance (in the case of a prepaid or repaid Competitive Advance or Eurodollar Rate Advance) in each case in an amount equivalent to the principal amount prepaid or repaid (and, if a partial prepayment or repayment, computed separately for an amount equivalent to the remaining unpaid principal amount of the Advance), as determined in good faith by the Bank which made such Advance, for the remainder of such Interest Period. A certificate of such Bank, sent to the Agent and the Borrower, setting forth such amount and the calculation thereof shall, in the absence of manifest error, be conclusive and binding on all parties. "Hydrocarbon Properties" means the interests (either direct or indirect) of the Borrower in Hydrocarbons prior to severance. "Hydrocarbon Property Venture" means any Person through which the Borrower has any interest in Hydrocarbon Properties, including, without limitation, Samedan-NEEI, provided that nojoint operating agreement or similar agreement governing operations of Hydrocarbon Properties shall be deemed to create a Hydrocarbon Property Venture. "Hydrocarbons" means oil, gas and other liquid or gaseous hydrocarbons, other than Inventoried Fuel, and shall not include coal, lignite and other solid carbonaceous fuels or liquid or gaseous hydrocarbons produced therefrom. "Indebtedness" means (i) all indebtedness or other obligations of the Borrower, NEP or NEES, as the case may be, for borrowed money or for the deferred purchase price of property or services, (ii) all indebtedness or other obligations of any other Person for borrowed money or for the deferred purchase price of property or services the payment or collection of which the Borrower, NEP or NEES, as the case may be, has guaranteed (except by reason of endorsement for collection in the ordinary course of business) or in respect of which the Borrower, NEP or NEES, as the case may be, is liable, contingently or otherwise, including, without limitation, liable by way of agreement to purchase, to provide funds for payment, to supply funds to or otherwise to invest in such other Person, or otherwise to assure a creditor against loss, (iii) all indebtedness or other obligations of any other Person for borrowed money or for the deferred purchase price of property or services secured by (or for which the holder of such indebtedness or obligations has an existing right, contingent or otherwise, to be secured by) any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance upon or in property (including, without limitation, accounts and contract rights) owned by the Borrower, NEP or NEES, as the case may be, whether or not the Borrower, NEP or NEES, as the case may be, has assumed or become liable for the payment of such indebtedness or obligations, (iv) all indebtedness for borrowed money or for the deferred purchase price of property in respect of which the Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which the Borrower otherwise assures a creditor against loss (including, without limitation, financing of the type commonly known as production payment financing), secured or supported by a lien, charge or encumbrance on, or other interest in, any Hydrocarbons or Hydrocarbon Properties (whether or not the lender must look solely to such Hydrocarbons or Hydrocarbon Properties for satisfaction of such indebtedness and whether or not the lender may have recourse to the Borrower or any of their other assets in respect of such indebtedness), (v) obligations under "swaps", "caps", "floors", "collars" or other interest rate hedging contracts or similar arrangements, and (vi) obligations under leases which have been or should be, in accordance with generally accepted accounting principles, recorded as capitalized leases on the books of the lessee in respect of which the Borrower, NEP or NEES, as the case may be, is liable, contingently or otherwise, as obligor, guarantor or otherwise or in respect of which obligations the Borrower, NEP or NEES, as the case may be, otherwise assures a creditor against loss. "Information Memorandum" means the Confidential Information Memorandum dated February 1995, and the slide presentation distributed by the Borrower at the bank meeting on March 1, 1995. "Interest Period" means, for each Advance, the period from the date on which such Advance is made and ending on the date on which such Advance matures. All Advances comprising part of the same Borrowing shall have the same Interest Period, as selected by the Borrower in accordance with this definition and Article II hereof. The duration of each Interest Period shall be (a) in the case of Base Rate Advances, until the next-succeeding March 31, June 30, September 30 or December 31, (b) in the case of Eurodollar Rate Advances, 1, 2, 3, 6 or 9 months, or, if and so long as all Banks inform the Agent that such duration is available, 12 months, and (c) in the case of Competitive Advances, any number of days not less than 30 days nor greater than 360 days, in each case as the Borrower may select in accordance with Article II hereof; provided, however, that: (i) the Borrower may not select any Interest Period which ends after any Amortization Date unless, after giving effect to such selection, the aggregate unpaid principal amount of Advances having maturity dates after such Amortization Date shall be equal to or less than the aggregate amount of the Commitments of the Banks (determined without giving effect to any Commitment Reduction Amount) after giving effect to the automatic reduction of the Commitments of the Banks on such Amortization Date pursuant to Section 2.06(a) and, if applicable, Section 2.18; (ii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, in the case of any Interest Period for a Eurodollar Rate Advance, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and (iii) no Interest Period may be selected that would end after the Termination Date. "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. "Inventoried Fuel" means fuel purchased or acquired by the Borrower in its separate fuel procurement and inventory activities, unless such fuel (1) was acquired either (x) in exchange for oil or gas produced from the Borrower's oil and gas exploration and development program or (y) with proceeds from the sale of oil and gas produced from the Borrower's oil and gas exploration and development program or (2) is to be delivered to NEP in lieu of fuel which would otherwise have been acquired in exchange for, or purchased with proceeds from the sale of, oil and gas produced from the Borrower's oil and gas exploration and development program, the phrases "fuel procurement and inventory activities" and "oil and gas produced from the Borrower's oil and gas exploration and development program" being used with the meanings given them in the 1978 SEC Order. "Loan Agreement" means that certain Loan Agreement dated July 19, 1978, between the Borrower and NEES, as amended by Amendment No. 1 thereto dated as of July 26, 1979, Amendment No. 2 thereto dated as of August 26, 1981, Amendment No. 3 thereto dated as of March 26, 1985, Amendment No. 4 thereto dated as of April 28, 1989, Amendment No. 5 thereto dated as of June 1, 1990, and Amendment No. 6 thereto in substantially the form of Exhibit 1.01E hereto, and the subordinated promissory notes issued thereunder. "Loan Documents" means this Agreement, the Notes, the Collateral Assignments and the Acknowledgments. "Majority Banks" means at any time Banks that, in the aggregate, meet the following two criteria: (a) represent at least 66-2/3% of the then aggregate unpaid principal amount of the Advances owing to Banks and (b) represent at least 66-2/3% of the Percentages. Determination of the Majority Banks (and of Banks satisfying criteria (a) or (b) above for any other purpose hereunder) shall be made by the Agent and shall be conclusive and binding absent manifest error. "Moody's" means Moody's Investors Service, Inc. or any successor thereto. "Multiemployer Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any person or entity or any ERISA Affiliate of such person or entity is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions. "Multiple Employer Plan" means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA to which any person or entity or any ERISA Affiliate of such person or entity and more than one employer, other than such person or entity or ERISA Affiliate of such person or entity, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which any person or entity or any ERISA Affiliate of such person or entity made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan. "NEES" means New England Electric System, a Massachusetts business trust organized and existing under the laws of the Commonwealth of Massachusetts. "NEES Acknowledgment" means an Acknowledgment and Consent of NEES, in substantially the form of Exhibit 1.01F hereto. "NEES Assignment" means an Assignment of the Capital Funds Agreement and the Loan Agreement in substantially the form of Exhibit 1.01G hereto. "NEP" means New England Power Company, a Massachusetts corporation. "NEP Acknowledgment" means an Acknowledgment and Consent of NEP, in substantially the form of Exhibit 1.01H hereto. "NEP Assignment" means an Assignment of the Fuel Purchase Contract in substantially the form of Exhibit 1.01I hereto. "1978 SEC Order" means that certain order of the SEC, In the Matter of New England Electric System, New England Energy Incorporated (File No. 70-5543) dated July 19, 1978 (Public Utility Holding Company Act of 1935 Release No. 20632). "1985 SEC Order" means that certain order of the SEC, In the Matter of New England Energy Incorporated, New England Power Company, New England Electric System (File No. 70-6958) dated October 22 1985 (Public Utility Holding Company Act of 1935 Release No. 35-23873). "1995 SEC Order" means that certain order of the SEC, In the Matter of New England Energy Incorporated et al. (File No. 70-8571) dated April 7, 1995 (Public Utility Holding Company Act of 1935 Release No. 35-26268). "Note" means a Committed Note, a CMA Competitive Note or a FPC Competitive Note. "Notice of Committed Borrowing" has the meaning specified in Section 2.02(a). "Notice of Conversion" has the meaning specified in Section 2.02(b). "Partnership Agreement" means that certain Amended and Restated Partnership Agreement dated February 5, 1985, but effective October 30, 1974, between Samedan and the Borrower, as amended on January 14, 1992. "PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA. "Percentage" means, for each Bank, the percentage set forth opposite such Bank's name on the signature pages hereto, as supplemented from time to time in accordance with Section 8.07. "Permitted Investments" means each and any of the following so long as no such Permitted Investment shall have a final maturity later than 12 months from the date of investment therein and all such Permitted Investments, collectively, shall have a dollar-weighted average maturity no later than six months from any date of determination: (i) direct obligations of the United States of America, or obligations guaranteed as to principal and interest by the United States of America; (ii) certificates of deposit, eurodollar certificates of deposit or bankers' acceptances issued, or time deposits held, or investment contracts guaranteed, by (A) any Bank; or (B) any other commercial bank, trust company, savings and loan association or savings bank organized under the laws of the United States of America, or any State thereof, or of any other country which is a member of the Organization for Economic Cooperation and Development (or a political subdivision of any such country) having outstanding unsecured indebtedness that is rated (on the date of acquisition thereof) AA- or better by S&P or Aa3 or better by Moody's (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating unsecured bank indebtedness); (iii) obligations with the Agent or any other bank or trust company described in clause (ii), above, in respect of the repurchase of obligations of the type described in clause (i), above, provided that such repurchase obligations shall be fully secured by obligations of the type described in said clause (i) and the possession of such obligations shall be transferred to, and segregated from other obligations owned by, the Agent or such other bank or trust company; (iv) commercial paper rated (on the date of acquisition thereof) A-1 or P-1 or better by S&P or Moody's, respectively (or an equivalent rating by another nationally recognized credit rating agency of similar standing if neither of such corporations is then in the business of rating commercial paper); and (v) obligations of NEES or any affiliate of NEES held or maintained in accordance with the intercompany lending arrangement among NEES and its subsidiaries, as such arrangement may be amended from time to time, as approved by the SEC. "Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. "Plan" means any ERISA Plan, Multiemployer Plan or Multiple Employer Plan. "Post-1983 Hydrocarbon Properties" means the interests (either direct or indirect) of the Borrower in Hydrocarbons prior to severance in the prospect known as Whitehouse Dome, Prospect No. 42860, located in Smith County, Texas. "Prohibited Transaction" means any prohibited transaction under Section 406 of ERISA. "Proved and Probable Reserves means the interest of the Borrower in estimated quantities of Hydrocarbons from Hydrocarbon Properties (i) which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs and with existing equipment and operating methods as of the date of any such determination and (ii) which are supported by favorable engineering and geological data, but which are subject to some element of risk which prevents classification in (i) above. "Reference Banks" means The First National Bank of Boston and Credit Suisse. "Register" has the meaning specified in Section 8.07(c). "Reportable Event" has the meaning assigned to that term in Title IV of ERISA. "Request for Competitive Borrowing" has the meaning specified in Section 2.03. "Reserves" means the total of Proved and Probable Reserves. "Rule 24 Report" means a quarterly report filed by the Borrower with the SEC pursuant to the Public Utilities Holding Company Act of 1935 as required by the 1978 SEC Order. If at any time the Rule 24 Report ceases to be required in substantially the form now in effect, this term shall refer to a quarterly report provided and certified by the Borrower to the Banks and the Agent in substantially the form presently in effect, plus any comparable or substitute reports then being filed by or in respect of the Borrower with the SEC. "Samedan" means Samedan Oil Corporation, a Delaware corporation. "Samedan-NEEI" means the partnership between Samedan and the Borrower formed pursuant to the Partnership Agreement. "S&P" means Standard & Poor's Ratings Group or any successor thereto. "SEC" means the U.S. Securities and Exchange Commission or any successor authority charged with the regulation of the Borrower under applicable law. "Senior Debt" means, as of any date upon which such determination is to be made, all Indebtedness under this Agreement and under the Notes (including any extensions, renewals and refundings thereof, whether or not the principal amount is increased), and any other note or notes issued under this Agreement or any other agreement among the Borrower, the Banks and the Agent, and all other Indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services which is not Subordinated Debt. "Subordinated Debt" means the Indebtedness of the Borrower evidenced by the subordinated promissory notes issued to NEES pursuant to the Loan Agreement, which Indebtedness is subordinate and junior in right of payment to Senior Debt on substantially the terms set forth in Exhibit 1.01J hereto, and other Indebtedness of the Borrower which is expressly made subordinate and junior in right of payment to Senior Debt on the terms set forth in Exhibit 1.01J hereto. "Subsidiary" means, with respect to any Person, any corporation or other entity of which 50% or more of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes shall or might have voting power upon the occurrence of any contingency) or (ii) other comparable equity interests, is at the time directly or indirectly owned by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. "Termination Date" means the earlier of (i) the final Amortization Date or (ii) the date of termination in whole of the Commitments pursuant to Section 2.06 or Article VI hereof. "Termination Event" means (i) a Reportable Event described in Section 4043 of ERISA and the regulations issued thereunder (other than a Reportable Event not subject to the provision for 30-day notice to PBGC), or (ii) the withdrawal of the Borrower or any of its ERISA Affiliates from a Plan during a plan year in which the Borrower was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or to appoint a trustee to administer any Plan. SECTION 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding", unless otherwise expressly provided. SECTION 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(q). ARTICLE II COMMITTED AND COMPETITIVE ADVANCES SECTION 2.01 The Commitment. (a) Each Bank severally agrees, on the terms and conditions contained herein, to make, prior to the CMA Conversion Date, FPC Committed Advances and, on and after the CMA Conversion Date, CMA Committed Advances, to the Borrower from time to time, on any Business Day from the date hereof until the Termination Date, in an aggregate outstanding principal amount not to exceed at any time such Bank's Percentage of the Commitment less the Commitment Reduction Amount or such lesser amount as is provided in paragraphs (b) and (c) of this Section 2.01. (b) Notwithstanding any provision to the contrary contained herein, the Borrower shall not be permitted to request or receive any FPC Borrowing hereunder (whether a Committed Borrowing or a Competitive Borrowing) to be made on any day unless (i) such receipt is prior to the CMA Conversion Date and (ii) after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all FPC Advances shall be not greater than the FPC Borrowing Base on such day. (c) Notwithstanding any provisions to the contrary contained herein, the Borrower shall not be permitted to request or receive any CMA Borrowing hereunder (whether a Committed Borrowing or a Competitive Borrowing) to be made on any day unless (i) such receipt is on or after the CMA Conversion Date and (ii) after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all CMA Advances shall be not greater than the CMA Borrowing Base on such day. (d) Under no circumstances shall the Borrower be permitted to request or receive Advances hereunder (whether Committed Advances or Competitive Advances) on any day unless, after giving effect to any and all prepayments and repayments made, and Advances requested to be made, on such day, the aggregate outstanding principal amount of all Advances shall be not greater than the Commitment on such day. (e) Within the limits of this Section 2.01 and the other terms and conditions of this Agreement, the Borrower may from time to time borrow under Sections 2.02 and 2.03 hereof, repay pursuant to Section 2.07 hereof or prepay pursuant to Section 2.11 hereof, and reborrow under said Sections 2.02 and 2.03. SECTION 2.02 The Committed Advances. (a) Notice of Committed Advances. Each Committed Borrowing shall be made on notice, given (x) in the case of a Borrowing consisting of Base Rate Advances, not later than 12:00 noon (New York City time) on the Business Day prior to the date of the proposed Borrowing and (y) in the case of a Borrowing consisting of Eurodollar Rate Advances, not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Committed Borrowing, by the Borrower to the Agent, which shall give to each Bank prompt notice thereof. Each such notice of a Committed Borrowing (a "Notice of Committed Borrowing") shall be in substantially the form of Exhibit 2.02(a) hereto, specifying therein the requested date of such Committed Borrowing, Type of Committed Advances comprising such Committed Borrowing, aggregate amount of such Committed Borrowing and Interest Period for each such Committed Advance. (b) Conversion of Committed Advances. So long as no Event of Default shall have occurred and be continuing, the Borrower may from time to time elect to Convert one or more Committed Advances of any Type to one or more Committed Advances of the same or any other Type on the following terms and subject to the following conditions: (i) Each such Conversion shall be made as to all Advances comprising a single Committed Borrowing, on notice given not later than 12:00 noon (New York City time) on the third Business Day prior to the date of the proposed Conversion by the Borrower to the Agent, who shall give to each Bank prompt notice thereof. Each such notice of Conversion (a "Notice of Conversion") shall be in substantially the form of Exhibit 2.02(b) hereto, specifying therein the requested (v) date of such Conversion, (w) Type of, and Interest Period applicable to, the Advances proposed to be Converted, (x) except in the case of a Conversion described in subsection (iii) below, Type of Advances to which such Advances are proposed to be Converted, (y) except in the case of a Conversion to Base Rate Advances, initial Interest Period to be applicable to the Advances resulting from such Conversion and (z) aggregate principal amount of Advances proposed to be Converted. No Conversion may be requested by the Borrower hereunder unless made in compliance with subsections (c) and (d) below. (ii) The Borrower may not select an Interest Period of greater than one month in the case of Conversions to Eurodollar Rate Advances during the occurrence and continuance of an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default. (iii) If no Notice of Conversion in respect of a Committed Advance is received by the Agent as provided in subsection (i) above with respect to any Eurodollar Rate Advance, the Agent shall treat such absence of notice as a deemed Notice of Conversion providing for each such Advance to be Converted into a Base Rate Advance on the last day of the Interest Period then in effect for such Advance. (c) Other Terms Relating to the Making and Conversion of Committed Advances. Notwithstanding anything in subsections (a) or (b) above to the contrary: (i) Each Borrowing shall be in an aggregate principal amount of not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof, or such lesser amount as shall be equal to the total amount of the Commitments less the Commitment Reduction Amount on such date, after giving effect to all other Committed Borrowings and Conversions to be made on such date; (ii) the Borrower may not select Eurodollar Rate Advances for any Committed Borrowing if the aggregate amount of such Committed Borrowing is less than $10,000,000; (iii) if any Bank shall, at least four Business Days before the date of any requested Committed Borrowing, notify the Agent that the introduction of or any change in or in the interpretation or administration of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Bank or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar Rate Advances hereunder, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended until such Bank shall notify the Agent that the circumstances causing such suspension no longer exist or such Bank shall no longer be a Bank pursuant to the terms of Section 8.07, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance; provided, however, that no Bank which has notified the Agent pursuant to this subparagraph may make any demand pursuant to Section 8.04(b) in connection with a payment of principal made other than on the last day of an Interest Period due to a related suspension; (iv) if neither Reference Bank furnishes timely information to the Agent for determining the Eurodollar Rate for Eurodollar Rate Advances comprising any requested Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended (and the Agent shall give prompt notice of such suspension to the Borrower) until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance; provided, however, that no Reference Bank which has failed to furnish timely information to the Agent as described in this subparagraph may make any demand pursuant to Section 8.04(b) in connection with a payment of principal made other than on the last day of an Interest Period due to a related suspension; (v) if the Majority Banks shall, at least one Business Day before the date of any requested Committed Borrowing, notify the Agent that the Eurodollar Rate for such Committed Borrowing will not adequately reflect the cost to such Majority Banks of making or funding their respective Eurodollar Rate Advances for such Committed Borrowing, the right of the Borrower to select Eurodollar Rate Advances for such Committed Borrowing or any subsequent Committed Borrowing shall be suspended (and the Agent shall give prompt notice of such suspension to the Borrower) until the Agent shall notify the Borrower and the Banks that the circumstances causing such suspension no longer exist, and each Committed Advance comprising such Committed Borrowing shall be a Base Rate Advance; provided, however, that no Bank which has notified the Agent pursuant to this subparagraph may make any demand pursuant to Section 8.04(b) in connection with a payment of principal made other than on the last day of an Interest Period due to a related suspension; and (vi) in the event of any suspension pursuant to subparagraphs (iv) or (v) above of a Type of Advance, upon the written request of the Borrower to the Agent, the Borrower and the Agent shall enter into negotiations (which the Agent shall not be obliged to continue for a period of more than 60 days) in good faith with a view to agreeing to an alternate basis acceptable to the Borrower and the Banks for determining a rate of interest applicable to future Advances of such Type. Any such alternate basis shall be incorporated into this Agreement by appropriate amendment hereto agreed to by all the Banks. (d) Irrevocable Notices and Indemnification. Each Notice of Committed Borrowing and Notice of Conversion for Eurodollar Rate Advances shall be irrevocable and binding on the Borrower unless, pursuant to subparagraphs (iii), (iv) or (v) of Section 2.02(c), the right of the Borrower to select such Type of Advance is suspended. In the case of any Committed Borrowing which the related Notice of Committed Borrowing or Notice of Conversion (as the case may be) specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Bank against any loss, cost or expense incurred by such Bank as a result of any failure to fulfill on or before the date specified in such Notice of Committed Borrowing or Notice of Conversion (as the case may be) for such Committed Borrowing the applicable conditions set forth in Article III and Section 2.02(b), including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Bank to fund that Bank's Percentage of the Committed Advance to be made or Converted by such Bank as part of such Committed Borrowing when such Committed Advance, as a result of such failure, is not made or Converted (as the case may be) on such date. SECTION 2.03 The Competitive Advances. Each Bank severally agrees that, subject to Section 2.01 hereof, the Borrower may request Competitive Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the Termination Date in the manner set forth below. (i) The Borrower may request a Competitive Borrowing under this Section 2.03 by delivering to the Agent a request for a Competitive Borrowing (a "Request for Competitive Borrowing"), in substantially the form of Exhibit 2.03 hereto, specifying (A) the date and aggregate amount (which shall be no less than $10,000,000) of the proposed Competitive Borrowing, (B) the Interest Period for the Advances comprising such proposed Competitive Borrowing, (C) the interest payment date or dates relating thereto, (D) the basis to be used by the Banks in determining the rates of interest to be offered by them and (E) any other terms to be applicable to such Competitive Borrowing. Such Request for Competitive Borrowing shall be delivered to the Agent not later than 10:00 A.M. (New York City time) at least four Business Days prior to the proposed Competitive Borrowing. The Agent shall in turn promptly notify each Bank of each Request for Competitive Borrowing received by it from the Borrower by sending such Bank a copy of such Request for Competitive Borrowing. (ii) Each Bank shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Advances to the Borrower as part of such proposed Competitive Borrowing at such rate or rates of interest or such margin or margins over a rate of interest and in such amount or amounts as may be specified by such Bank in its sole discretion, by notifying the Agent before 10:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Borrowing (and the Agent shall notify the Borrower on or before 10:30 A.M. (New York City time) on the date of such notification of any offers to make Competitive Advances of which it has received notice before 10:00 A.M. (New York City time) on such date) of the minimum amount and maximum amount of each Competitive Advance which such Bank would be willing to make as part of such proposed Competitive Borrowing (which amounts may, subject to the provisions of Section 2.01 hereof, exceed such Bank's Percentage of the Commitment), the rate or rates of interest therefor and such Bank's Applicable Lending Office with respect to such Competitive Advance; provided that if the Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer pursuant to a Notice of Competitive Borrowing, it shall notify the Borrower of such offer before 9:30 A.M. (New York City time) on the date otherwise provided above for offers to be made by the Banks. If any Bank shall elect not to make such an offer, such Bank shall so notify the Agent before 10:00 A.M. (New York City time) on the date otherwise provided above for offers to be made by the Banks, and such Bank shall not be obligated to, and shall not, make any Competitive Advance as part of such Competitive Borrowing; provided that the failure by any Bank to give such notice shall not cause such Bank to be obligated to make any Competitive Advance as part of such proposed Competitive Borrowing. (iii) The Borrower shall, in turn, before 11:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Borrowing, either (A) cancel such Competitive Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each Competitive Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Bank for such Competitive Advance pursuant to paragraph (ii) above) to be made by each Bank as part of such Competitive Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect; provided, however, that the Borrower shall not accept an offer made at a particular rate of interest or with a particular margin over a rate of interest if it has rejected an offer made at a lower rate of interest or with a lower margin over a rate of interest, as the case may be; and provided further that if two or more Banks make offers at identical rates of interest or at identical margins over a rate of interest and the Borrower accepts any of such offers but does not wish to borrow the total amount offered by such Banks, the Borrower shall accept offers from all of such Banks in amounts allocated among them pro rata according to the amounts offered by such Banks; and provided further that the Borrower may only accept offers to make Competitive Advances in an aggregate amount less than that set forth in the Notice of Competitive Borrowing if, and only if, the Borrower makes a Committed Borrowing on the same date as the Competitive Borrowing in an amount such that the aggregate amount of the Competitive Advances and Committed Advances made on the same day equals at least the amount requested by the Borrower in the Notice of Competitive Borrowing. Notwithstanding anything to the contrary in this Section 2.03(iii) (B), the amount of a Competitive Advance to be made by any Bank may be rounded to the nearest $100,000 in the sole discretion of the Agent. (iv) If the Borrower notifies the Agent that such Competitive Borrowing is canceled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such Competitive Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above of the date and aggregate amount of such Competitive Borrowing and whether or not any offer made by such Bank pursuant to paragraph (ii) above has been accepted by the Borrower, (B) each Bank that is to make a Competitive Advance as part of such Competitive Borrowing of the amount of each Competitive Advance to be made by such Bank as part of such Competitive Borrowing and (C) each Bank that is to make a Competitive Advance as part of such Competitive Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Promptly after each Competitive Borrowing the Agent will notify each Bank of the amount of the Competitive Borrowing, the consequent Commitment Reduction Amount and the dates upon which such Commitment Reduction Amount commenced and will terminate. SECTION 2.04 Making of Advances. (a) Each Bank shall, before 12:00 noon (New York City time) on the date of each Borrowing, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in same day funds, such Bank's portion of such Borrowing. Committed Advances shall be made by the Banks pro rata and Competitive Advances shall be made by the Bank or Banks whose competitive bids therefor have been accepted by the Borrower pursuant to Section 2.03(iii)(B) in the amounts so accepted. If the Agent has received all such funds and all of the applicable conditions set forth in Articles II and III have been fulfilled, the Agent will promptly make such funds available to the Borrower at the Agent's aforesaid address. (b) Unless the Agent shall have received notice from a Bank prior to the date of any Borrowing that such Bank will not make available to the Agent such Bank's portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.04, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall not have so made such portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at in the case of the Borrower, the interest rate applicable at the time to Advances comprising such Borrowing and in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank's Advance as part of such Borrowing for purposes of this Agreement. (c) The failure of any Bank to make the Advance to be made by it as part of any Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the Advance to be made by such other Bank on the date of any Borrowing. SECTION 2.05. Fees. (a) Facility Fee. The Borrower shall pay to the Agent, for the ratable benefit of the Banks in accordance with each Bank's Percentage, a facility fee on the average daily total amount of the Commitment (regardless of utilization) from the date hereof until the Termination Date, payable on the last Business Day of each March, June, September and December during the term of the Commitment (commencing on the Closing Date), and on the Termination Date, at the rate per annum specified below under the column corresponding to the lowest rating assigned from time to time by Moody's or S&P (i) to the senior secured long-term public debt of NEP or (ii) if the CMA Conversion Date has occurred and NEES has issued senior long-term debt, to such debt: S&P AA+ or AA or A or BBB or BBB- or higher higher higher higher lower Moody's Aa1 or Aa2 or A2 or Baa2 or Baa3 or higher higher higher higher lower .07% .08% .09% .115% .175% (b) Other Fees. The Borrower shall pay to the Agent fees as provided in a letter between the Borrower and the Agent. SECTION 2.06 Reduction of the Commitment. (a) Mandatory. Subject to Section 2.18 below, on each Amortization Date the Commitment shall automatically reduce if and to the extent necessary so that, on and after such date, the Commitment shall be no greater than the respective amount set forth below opposite such date: Amortization Date Occurring In: Commitment _________________ __________ 1996 $195,000,000 1997 $165,000,000 1998 $135,000,000 1999 $105,000,000 2000 $ 75,000,000 2001 $ 45,000,000 2002 $ - 0 - ; provided, however, that on the Termination Date the Commitment shall be reduced to zero and terminated. (b) Optional. The Borrower shall have the right, upon at least 30 days prior written notice to the Agent, to terminate in whole or reduce ratably in part the unused portions of the Commitment, provided that the Commitment shall not be reduced to an amount which is less than the aggregate principal amount of the Advances then outstanding and provided, further, that each partial reduction shall be in the aggregate amount of $10,000,000 or a greater integral multiple of $1,000,000 and payment shall be made on the effective date of such termination or reduction for accrued but unpaid facility fees on the amount terminated or reduced, to the date on which such termination or reduction is effective, together with payment for all reasonable out-of-pocket costs and expenses described in Section 8.04 incurred by or for the account of the Agent on or before the date on which such termination or reduction is effective and then determinable and unpaid. Any portion of the Commitment that is terminated or reduced under this Section 2.06(b) cannot be reinstated. SECTION 2.07. Repayment of Advances. The Borrower shall repay the principal amount of each Committed Advance made by each Bank on the Termination Date. The Borrower shall repay the principal amount of each Competitive Advance on the last day of the Interest Period for such Advance. SECTION 2.08. Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance made by each Bank, from the date of such Advance until such amount becomes due, at the Applicable Rate for such Advance, payable as follows: (i) in the case of Base Rate Advances, on the last day of each March, June, September and December; (ii) in the case of Eurodollar Rate Advances, on the last day of the Interest Period therefor and, if such Interest Period is longer than three months, on the day of each third month during such Interest Period corresponding to the day on which such Advance was made; and iii) in the case of Competitive Advances, as provided in the Request for Competitive Borrowing relating thereto. (b) The Borrower shall pay interest on demand on any amount hereunder or under the Notes that is not paid when due (whether at stated maturity, by acceleration or otherwise) from the day when due until the last day of any applicable Interest Period therefor, at an interest rate equal to 2% per annum above the Applicable Rate therefor, and thereafter, and in all other cases, at a fluctuating interest rate per annum equal at all times to 2% per annum above the Applicable Rate from time to time in effect with respect to Base Rate Advances. SECTION 2.09. Additional Interest on Eurodollar Rate Advances. (a) The Borrower shall pay to each Bank, so long as such Bank shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal amount of each Eurodollar Rate Advance of such Bank, from the date of such Committed Advance until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting the Eurodollar Rate for the Interest Period for such Advance from the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Bank and notified by certificate from such Bank to the Borrower and the Agent. (b) Any Bank claiming any increased costs pursuant to subsection (a) of this Section 2.09 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office so as to eliminate or reduce the amount of any such costs or additional amounts which may thereafter accrue; provided that no such change shall be made if, in the sole discretion of such Bank, such change would be disadvantageous to such Bank. Without limitation of the foregoing, any such change shall be deemed to be disadvantageous to any Bank if it would require such Bank to incur any unreimbursed out-of-pocket costs or expenses. SECTION 2.10. Interest Rate Determination. Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurodollar Rate. If one Reference Bank shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Bank. (b) The Agent shall give prompt notice to the Borrower and the Banks of the Applicable Rate determined by the Agent with respect to each Borrowing, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the Eurodollar Rate (if applicable). SECTION 2.11. Prepayments of Advances. (a) General. The Borrower shall have no right to prepay any principal amount of any Advances other than as provided in this Section 2.11. (b) Committed Advances. The Borrower may, upon at least three days' (in the case of Base Rate Advances) and five days' (in the case of Eurodollar Rate Advances) notice to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Committed Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts payable, if any, in respect of such prepayment pursuant to Section 8.04(b) hereof; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $10,000,000. (c) Competitive Advances. Except as provided in Sections 2.11(d) and 2.16(c) the Borrower shall have no right to prepay any principal amount of any Competitive Advance unless, and then only on the terms, specified by the Borrower in the Request for Competitive Borrowing relating thereto. (d) Mandatory. If, on any day: (i) the aggregate outstanding principal amount of the Advances shall exceed the Commitment, (ii) the aggregate amount of CMA Advances shall exceed the CMA Borrowing Base, or (iii) the aggregate amount of FPC Advances shall exceed the FPC Borrowing Base, then, the Borrower shall forthwith prepay outstanding Advances (ratably among all such Advances comprising a single Borrowing), interest thereon and amounts payable, if any, pursuant to Section 8.04(b) on such date in accordance with paragraphs (b) and (c) above (but without regard to the requirement for prior notice set forth therein), such that, after giving effect to such prepayment, there shall be no such excess. In making such prepayments, the Borrower shall select among Advances in the following priority: first, to prepayment of Committed Borrowings consisting of Base Rate Advances, second, to other Committed Borrowings, and third, to Competitive Borrowings; provided, that in the case of any such prepayment described in second and third above and permitted under paragraphs (b) and (c) of this Section 2.11, the Borrower may (and in the case of any such prepayment described in third above that would contravene paragraph (c) of this Section 2.11, the Borrower shall) instead elect to deposit with the Agent the full amount of principal to so be prepaid, to be held by the Agent in an interest-bearing account as cash collateral securing the obligations of the Borrower hereunder and applied by the Agent, without any requirement for, and notwithstanding, any further instructions or directions from the Borrower, to the repayment of Committed Borrowings (ratably among all Advances comprising such Committed Borrowing) and Competitive Borrowings (ratably among all Advances comprising such Competitive Borrowing) at the end of their respective Interest Periods in the order of their respective maturities. Interest accrued on such cash collateral account shall be applied to the obligations of the Borrower hereunder, or remitted to the Borrower upon application of all such principal in accordance with this Section, as the Agent may decide in its sole discretion. (e) Payments Under Capital Maintenance Agreement. If on any day occurring on or after the CMA Conversion Date, NEES is required pursuant to Sections 1(a) or (b) of the Capital Maintenance Agreement to make an "Investment" (as defined in the Capital Maintenance Agreement) in the Borrower or is required to make a payment to the Agent pursuant to Section 7(b) of the Capital Maintenance Agreement, then all such amounts shall forthwith be applied to prepay outstanding CMA Advances (ratably among all such Advances comprising a single CMA Borrowing), interest thereon and amounts payable, if any, pursuant to Section 8.04(b) on such date in accordance with paragraphs (b) and (c) above (but without regard to the requirement for prior notice set forth therein). In making such prepayments, such amounts shall be applied: first, to prepayment of CMA Committed Borrowings consisting of Base Rate Advances, second, to other CMA Committed Borrowings, and third, to CMA Competitive Borrowings; provided, that in the case of any such prepayment described in second and third above and permitted under paragraphs (b) and (c) of this Section 2.11, the Borrower may (and in the case of any such prepayment described in third above that would contravene paragraph (c) of this Section 2.11, the Borrower shall) instead elect to deposit with the Agent the full amount of principal to so be prepaid, to be held by the Agent in an interest-bearing account as cash collateral securing the obligations of the Borrower hereunder and applied by the Agent, without any requirement for, and notwithstanding, any further instructions or directions from the Borrower, to the repayment of CMA Committed Borrowings (ratably among all Advances comprising such CMA Committed Borrowings) and CMA Competitive Borrowings (ratably among all Advances comprising such CMA Competitive Borrowings) at the end of their respective Interest Periods in the order of their respective maturities. Interest accrued on such cash collateral account shall be applied to the obligations of the Borrower hereunder, or remitted to the Borrower upon application of all such principal in accordance with this Section, as the Agent may decide in its sole discretion. SECTION 2.12. Increased Costs; Capital. (a) If, due to either the introduction of or any change (other than any change by way of imposition or increase of reserve requirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Bank (with a copy of such demand to the Agent), pay to such Bank additional amounts sufficient to compensate such Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error. (b) If any Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Bank or any corporation controlling such Bank and that the amount of such capital is increased by or based upon the existence of such Bank's commitment to lend hereunder and other commitments of this type, then, upon demand by such Bank (with a copy of such demand to the Agent), the Borrower shall immediately pay to such Bank, from time to time as specified by such Bank, additional amounts sufficient to compensate such Bank in the light of such circumstances, to the extent that such Bank reasonably determines such increase in capital to be allocable to the existence of such Bank's commitment to lend hereunder. A certificate as to such amounts submitted to the Borrower and the Agent by such Bank, shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.13. Payments and Computations. (a) The Borrower shall make each payment hereunder and under the Notes not later than 2:00 P.M. (New York City time) on the day when due in U.S. dollars to the Agent at its address referred to in Section 8.02 (or, in the case of Sections 2.09 and 2.12 hereof, directly to the Bank demanding payment, in accordance with such demand) in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03) to the Banks for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Bank to such Bank for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of a Bank Assignment and recording of the information contained therein in the Register pursuant to Section 8.07(d), from and after the effective date specified in such Bank Assignment, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Bank assignee thereunder, and the parties to such Bank Assignment shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves. (b) The Borrower hereby authorizes each Bank, if and to the extent payment owed to such Bank is not made when due hereunder or under any Note held by such Bank in accordance with the first sentence of paragraph (a) above, to charge from time to time against any or all of the Borrower's accounts with such Bank or any of such Bank's affiliates any amount so due. (c) All computations of interest based on the Alternate Base Rate shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all other computations of interest and fees shall be made by the Agent, or in the case of Section 2.09 by a Bank, on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each determination by the Agent (or, in the case of Section 2.09, by a Bank) of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. (d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day. (e) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment in full to the Agent each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate. SECTION 2.14. Sharing of Payments, Etc. If any Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Committed Advances made by it (other than pursuant to Sections 2.09, 2.12, 2.16(c) or 2.17) in excess of its Percentage of payments on account of the Committed Advances obtained by all the Banks, then such Bank shall forthwith purchase from the other Banks through the Agent such participations in the Committed Advances made by them as shall be necessary to cause such purchasing Bank to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Bank, such purchase from each Bank shall be rescinded and such Bank shall repay to the purchasing Bank the purchase price to the extent of such recovery together with an amount equal to such Bank's ratable share (according to the proportion of the amount of such Bank's required repayment to the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees that any Bank so purchasing a participation from another Bank pursuant to this section may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Bank were the direct creditor of the Borrower in the amount of such participation. SECTION 2.15. Use of Proceeds. The Borrower shall use the proceeds of the Borrowings to repay Indebtedness of the Borrower incurred under the Existing Agreement, to finance the Borrower's share of the costs and expenses (including financing costs and taxes) incurred or to be incurred in connection with the exploration and development of Hydrocarbon Properties and the production, refining and transportation of Hydrocarbons therefrom, or for any other purpose not inconsistent with the agreements of the Borrower made herein. SECTION 2.16. Termination of Fuel Purchase Contract. (a) The Borrower shall have the right to terminate the Fuel Purchase Contract in accordance with this Section 2.16 and the 1985 SEC Order. No less than three calendar months nor more than four calendar months before the effective date of termination of the Fuel Purchase Contract, the Borrower shall give written notice thereof (which shall be irrevocable when made) to the Agent and the Banks stating the effective date of such termination. The Borrower shall also furnish to the Agent and each Bank, concurrent with the giving of notice to the SEC of such termination, a copy of such notice. (b) On the date of termination of the Fuel Purchase Contract, whether by the Borrower or otherwise, automatically and without any further action on the part of the Borrower, any Bank or the Agent, all FPC Committed Advances shall convert into CMA Committed Advances of the same Type and Interest Period (without any amount being payable under Section 8.04(b)) and the FPC Borrowing Base shall be reduced to zero. (c) Any Bank which has any FPC Competitive Advances that would otherwise be outstanding on the effective date of termination of the Fuel Purchase Contract may, by written notice to the Agent and the Borrower not later than five days prior to such effective date (which notice shall be irrevocable and binding upon such Bank and the Borrower), demand that all or part of such FPC Competitive Advances be prepaid on such effective date, together with accrued interest to the date of such prepayment on the principal amount prepaid and all amounts payable, if any, in respect of such prepayment pursuant to Section 8.04(b) and if such notice is given, all such amounts shall be and become forthwith due and payable on such effective date. If a Bank shall not so notify the Agent and the Borrower, such Bank's FPC Competitive Advances shall automatically and without any further action on the part of the Borrower, such Bank or the Agent convert into CMA Competitive Advances (without any amount being payable under Section 8.04(b)) on such effective date. SECTION 2.17. Taxes. The Borrower will pay to the Agent (in accordance with Section 2.13) and to each Bank (in accordance with Section 2.12) amounts of principal, interest, fees and other amounts payable hereunder and under the Notes free and clear of and without deduction for any and all present and future taxes, levies, imposts, deductions, charges, withholdings, and all liabilities with respect thereto, excluding income and franchise taxes imposed on such Bank by the United States or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Bank or the Agent, the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) such Bank or the Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, the Borrower shall make such deductions and the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. (b) In addition, the Borrower will pay any stamp and other taxes payable or determined to be payable in connection with the execution, delivery, filing, registration, performance and enforcement of this Agreement, the Notes, the other Loan Documents and the other documents to be delivered hereunder and thereunder, Taxes specified in subsection (a) above and taxes of all jurisdictions with respect to any amounts paid under this subsection (b). If any of the Taxes specified in subsection (a) above or the taxes mentioned in this subsection (b) are paid by any Bank, such Bank will promptly notify the Borrower (with a copy of such notice to the Agent) and the Borrower will, within 30 days of the issuance of such notice, indemnify such Bank for such payments, together with any interest, penalties and expenses in connection therewith, plus interest thereon at the Eurodollar Rate then in effect hereunder. A certificate in reasonable detail as to the amount of any such Taxes or taxes, submitted to the Borrower and the Agent, shall be conclusive as to the amount thereof. (c) The Borrower will indemnify and save harmless each Bank and the Agent for the full amount of Taxes and other taxes described in subsections (a) or (b) above (including, without limitation, any Taxes or other taxes imposed by any jurisdiction on amounts payable under this Section) paid by such Bank or the Agent (as the case may be) and any and all liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or other taxes were correctly or legally asserted. All payments hereunder shall be made within 30 days from the date a Bank or the Agent (as the case may be) makes written demand therefor. Each Bank and the Agent agrees that, to the extent permitted by law and not disadvantageous to such Bank or the Agent, the Borrower shall be subrogated to any rights that such Bank or the Agent may have to seek the return or reduction of such Taxes or other taxes after payment thereof by such Bank or the Agent and after payment by the Borrower of its indemnification obligations hereunder in respect thereof. (d) It is understood and agreed that, if the Borrower is required to pay a particular amount both under the terms of Section 2.12 and under the terms of this Section, the Borrower shall not be required to make a double payment of such amount. (e) Each Bank represents and warrants that either (i) it is organized under the laws of a jurisdiction within the United States or (ii) it has delivered to the Borrower and the Agent duly completed copies of such form or forms prescribed by the Internal Revenue Service indicating that such Bank is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Internal Revenue Code. Each Bank that has delivered or hereafter delivers to the Borrower and the Agent the form or forms referred to in the preceding sentence further undertakes to deliver to the Borrower and the Agent further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire or shall become incomplete or inaccurate in any respect. Each Bank represents and warrants that each such form supplied by it to the Borrower and the Agent pursuant to this subsection (e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate. (f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section shall survive the payment in full of principal and interest hereunder and under the Notes. SECTION 2.18. Extension of Termination Date. (a) Unless the Commitment shall have terminated pursuant to the terms hereof, the Borrower may make an irrevocable written request to the Agent, at least 60 days but not more than 90 days prior to the sixth anniversary of the Closing Date, to extend the Termination Date for one year. If the Borrower shall make such irrevocable request, the Agent shall promptly forward such request to each Bank and shall, no later than 45 days following the date on which the Agent shall have received such request, notify the Borrower in writing whether or not the Banks consent to such request and, if the Banks so consent, any conditions of such consent (including conditions relating to legal documentation). The granting of any such consent shall be in the sole and absolute discretion of each Bank, and if the Agent shall not so notify the Borrower, the Banks shall be deemed not to have consented to such request. It is agreed that the Agent shall not consent to any such extension unless each Bank shall have confirmed in writing to the Agent its agreement to such extension and to the terms and conditions thereof. (b) If all of the Banks agree to the extension described in subsection (a) above, notwithstanding any provision to the contrary contained in Section 2.06 hereof, the Commitment shall automatically reduce, if and to the extent necessary, so that on and after (i) the Amortization Date occurring in 2002, the Commitment shall be no greater than $22,500,000 and (ii) the Amortization Date occurring in 2003, the Commitment shall be zero; provided, however, that on the Termination Date, the Commitment shall be reduced to zero and terminated. ARTICLE III CONDITIONS OF LENDING SECTION 3.01. Conditions Precedent to the Initial Advances. The obligation of each Bank to make its initial Advance is subject to the conditions precedent that the Borrower shall have paid all fees then payable under Section 2.05 hereof, the Borrower shall have terminated, and paid all amounts outstanding under, the Existing Agreement (or shall have provided for such payment from the proceeds of the initial Advances made hereunder) and the Agent shall have received on or before the day of the initial Borrowing the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Bank: (a) The Notes payable to the order of the Banks, respectively. (b) The NEES Acknowledgment and the NEP Acknowledgment; (c) The Collateral Assignments, together with, (i) acknowledgment copies, dated not earlier than seven days before the Closing Date, of proper financing statements, duly filed on or before the effective date hereof under the Uniform Commercial Code of the Commonwealth of Massachusetts and such other jurisdictions as the Agent may request, in respect of the Collateral described in the Collateral Assignments; and (ii) completed requests for information, dated on or before the effective date hereof, as to effective financing statements filed in the jurisdictions referred to in clause (i) above, together with copies of such financing statements. (d) A certified copy of the Partnership Agreement, together with a true and complete list of the material creditors of Samedan-NEEI as of a date not earlier than 60 days before the Closing Date. (e) Certified copies of each of the Ancillary Agreements, each of which shall have been amended so that such agreements reflect this Agreement and so that none of such agreements shall terminate (other than the Fuel Purchase Contract, in accordance with Section 5.02(d) hereof), expire or be cancelable without the consent of the Banks before the date on which the Notes are paid in full and no Bank has any commitment to lend hereunder. (f) Certified copies of the 1978 SEC Order, the 1985 SEC Order, the FERC Settlement and the 1995 SEC Order. (g) Certified copies of the resolutions of the Boards of Directors of the Borrower, NEP and NEES evidencing approval of the Loan Documents to which each is or is to be a party, and the other matters contemplated hereby, and certified copies of all documents evidencing other necessary corporate action, if any, with respect to the Loan Documents and the Ancillary Agreements. (h) Signed copies of certificates of the Clerk or an Assistant Clerk of the Borrower, NEP and NEES which shall certify the names of the respective officers of the Borrower, NEP and NEES authorized to sign each of the Loan Documents to which it is or is to be a party and the other documents or certificates to be delivered pursuant to the Loan Documents by the Borrower, NEP or NEES or any of their respective officers, together with the true signatures of such officers. The Agent and the Banks may conclusively rely on each such certificate until it shall receive a further certificate of the Clerk or an Assistant Clerk of the Borrower, NEP and NEES canceling or amending the prior certificate of such company and submitting the signatures of the officers named in such further certificate. (i) A certificate of a duly authorized officer of the Borrower stating that (i) the representations and warranties contained in Section 4.01 hereof and Section 4 of each Collateral Assignment are correct on and as of the Closing Date before and after giving effect to the initial Advances to be made on such date and the application of proceeds thereof, as though made on and as of such date, (ii) no event has occurred and is continuing, or would result from such initial Advances or the application of proceeds thereof which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both and (iii) the requirements of Section 2.01 hereof have been satisfied with respect to such initial Advances. (j) A certified copy of a letter substantially in the form of the letter attached hereto as Exhibit 3.01(j), executed by all the parties thereto. (k) A favorable opinion of Kirk L. Ramsauer, Esq., Assistant General Counsel for the Borrower, NEP and NEES, in substantially the form attached hereto as Exhibit 3.01(k) and as to such other matters as any Bank through the Agent may reasonably request. (l) A favorable opinion of King & Spalding, special New York counsel for the Agent, in substantially the form attached hereto as Exhibit 3.01(l). SECTION 3.02. Conditions Precedent to Each Advance. The obligation of each Bank to make any Advance (other than its initial Committed Advance on the Closing Date and other than with respect to a Conversion) hereunder shall be subject to the further conditions precedent that on the date of such Advance: (a) the following statements shall be true (and each of the giving of the applicable notice or request with respect to such Advance and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advance such statements are true): (i) The representations and warranties contained in Section 4.01 and in Section 4 of each Collateral Assignment are correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties relate solely and expressly to an earlier date, (ii) No event has occurred and is continuing, or wouldresult from such Advance or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) The corresponding requirements of Section 2.01 hereof have been satisfied in respect of such proposed Advance. (b) if applicable, the Agent shall have received from the Borrower a certificate indicating any material reductions (other than reductions resulting from amortization) that have occurred in the amount of (i) in the case of a FPC Committed Borrowing or FPC Competitive Borrowing, FPC Recapturable Costs or (ii) in the case of a CMA Committed Borrowing or CMA Competitive Borrowing, CMA Recapturable Costs, since the date of the most recent Rule 24 Report of the Borrower furnished to the Banks pursuant to Section 5.03 (and the acceptance by the Borrower of the proceeds of such Borrowing in the absence of such certificate shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Borrowing no such material reductions have occurred); and (c) the Agent shall have received such other approvals, opinions or documents as any Bank through the Agent may reasonably request not later than one Business Day following receipt of the relevant Notice of Committed Borrowing or Notice of Competitive Borrowing, as the case may be, as to the legality, validity, binding effect or enforceability of this Agreement, the Notes, any other Loan Document or any of the Ancillary Agreements, any deviation (whether material or immaterial) from the representations and warranties set forth in Article IV hereof, or any law or regulation applicable to the Borrower; and (d) if such Advance is a Competitive Advance (including the initial Competitive Advance), the Agent shall have received the written confirmatory Notice of Competitive Borrowing with respect thereto. ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: (a) It is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all requisite power and authority, corporate or otherwise, to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, this Agreement, the Notes and the other Loan Documents to which it is or is to be a party. The Borrower is duly qualified to do business in, and is in good standing in, all other jurisdictions where the nature of its business or the nature of property owned or used by it makes such qualification necessary. (b) The execution, delivery and performance by the Borrower of this Agreement, the Notes and other Loan Documents to which it is or is to be a party have been duly authorized by all necessary corporate action and do not and will not require any consent or approval of its stockholders which has not been obtained, violate any provision of any law (including, without limitation, the Public Utility Holding Company Act of 1935), rule, regulation (including, without limitation, Regulations U and X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or of the charter or by-laws of the Borrower, or result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected, or result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance of any nature (other than pursuant to the Collateral Assignments) upon or with respect to any properties now owned or hereafter acquired by the Borrower; and it is not in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (c) All authorizations, consents, approvals, licenses, exemptions from or filings or registrations with any court or governmental department, commission, board, bureau, agency or instrumentality which are or will be necessary to the valid execution, delivery or performance by (i) the Borrower of this Agreement, the Notes, the other Loan Documents to which it is or is to be a party and the Ancillary Agreements to which it is a party and (ii) each of NEP and NEES of the Ancillary Agreements to which it is a party, have been duly obtained or made (including, without limitation, the 1978 SEC Order, the 1985 SEC Order, the 1995 SEC Order and the FERC Settlement), and are in full force and effect. (d) This Agreement constitutes, and the Notes and each of the other Loan Documents to which it is or is to be a party when delivered hereunder will constitute, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms. (e) The Fuel Purchase Contract, true and complete copies of which have been furnished to the Banks, has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified except as consented to by the Banks, and, if and so long as the CMA Conversion Date shall not have occurred, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under the Fuel Purchase Contract by any party thereto. (f) The Capital Funds Agreement, true and complete copies of which have been furnished to the Banks, has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified except as consented to by the Banks, and, if and so long as the CMA Conversion Date shall not have occurred, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under the Capital Funds Agreement by any party thereto. (g) The Loan Agreement, true and complete copies of which have been furnished to the Banks, has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified except as consented to by the Banks, and, if and so long as the CMA Conversion Date shall not have occurred, is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under the Loan Agreement by any party thereto. (h) The Partnership Agreement, true and complete copies of which have been furnished to the Banks, has been duly authorized, executed and delivered by all parties thereto, and has not been, and (on or before the date of the initial Borrowing hereunder) will not be, amended or otherwise modified (except that the Borrower may amend, modify, renew or extend the term of the Partnership Agreement, provided that the terms of the Partnership Agreement as so amended, modified, renewed or extended, giving due consideration to the standards and practices of the oil and gas industry, are no less favorable to the Borrower than the Partnership Agreement as in effect on the date hereof). The Partnership Agreement is, and will remain, in full force and effect, subject to termination in accordance with its terms. The Partnership Agreement is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no material default under the Partnership Agreement, or under any other agreement evidencing a Hydrocarbon Property Venture, by any party thereto. (i) The Capital Maintenance Agreement, true and complete copies of which have been furnished to the Banks, has been duly authorized, executed and delivered by all parties thereto, has not been amended or otherwise modified except as consented to by the Banks, and is in full force and effect and is binding upon and enforceable against all parties thereto in accordance with its terms. There exists no default under the Capital Maintenance Agreement by any party thereto. (j) Except as outstanding on the date hereof under the Existing Agreement, there are no mortgages, deeds of trust, pledges, liens, security interests or other charges or encumbrances upon or with respect to any property or other interests of the Borrower other than as permitted under Section 5.02(a) hereof. (k) Each of the orders referred to in Section 3.01(f), true and correct copies of which have been furnished to the Banks, has been duly and properly issued, has not been amended or otherwise modified except by orders referred to in Section 3.01(f), is in full force and effect in accordance with its terms. (l) The NEP Assignment does now, and will at all times prior to the CMA Conversion Date, constitute a valid and perfected first priority security interest in and to the Collateral described therein, enforceable against all third parties in all jurisdictions, securing the payment of all obligations purported to be secured thereby; and all action required to perfect fully the security interest so constituted has been taken and completed. (m) The NEES Assignment does now, and will at all times prior to the CMA Conversion Date, constitute a valid and perfected first priority security interest in and to the Collateral described therein, enforceable against all third parties in all jurisdictions, securing the payment of all obligations purported to be secured thereby; and all action required to perfect fully the security interest so constituted has been taken and completed. (n) The CMA Assignment does now, and will at all time hereafter, constitute a valid and perfected first priority security interest in and to the Collateral described therein, enforceable against all third parties in all jurisdictions, securing the payment of all obligations purported to be secured thereby; all action required to perfect fully the security interest so constituted has been taken and completed. (o) The NEP Acknowledgment, when delivered hereunder, will have been duly authorized, executed and delivered by NEP, will not have been amended or otherwise modified and will at all times prior to the CMA Conversion Date, constitute the legal, valid and binding obligation of NEP enforceable against it in accordance with its terms. (p) The NEES Acknowledgment, when delivered hereunder, will have been duly authorized, executed and delivered by NEES, will not have been amended or otherwise modified and will constitute the legal, valid and binding obligation of NEES enforceable against it in accordance with its terms. (q) The balance sheets of the Borrower, NEP and NEES as at December 31, 1994 and the related statements of income and retained earnings for the fiscal years then ended, each certified by Coopers & Lybrand, independent public accountants, copies of which have been furnished to the Banks, fairly present the financial condition, respectively, of the Borrower, NEP and NEES as at such dates and the results of the operations, respectively, of the Borrower, NEP and NEES for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis. Since December 31, 1994 there has been no material adverse change in such financial condition or operations of the Borrower, NEP or NEES. (r) The Borrower does not have any Plans. No Termination Event has occurred, or is reasonably expected to occur, and no Prohibited Transaction has occurred, with respect to any Plans of the Borrower or any ERISA Affiliate of the Borrower. (s) There are no actions, suits or proceedings pending or, to its knowledge, threatened against or affecting the Borrower or its properties before any court or governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely, would have a material adverse effect on the financial condition or operations of the Borrower. Except as disclosed in the financial statements referred to in paragraph (q) above, there are no actions, suits or proceedings pending or, to its knowledge, threatened against or affecting NEP, NEES or their respective properties before any court or governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely, would have an adverse effect on the ability of NEP or NEES, as the case may be, to perform and observe its Acknowledgment, the Capital Funds Agreement, the Loan Agreement, the Fuel Purchase Contract or the Capital Maintenance Agreement. The Borrower has no material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or unanticipated losses from any unfavorable commitments, except as reflected in the financial statements referred to in paragraph (q) above. (t) The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) and no part of the proceeds of any Advance will be used to purchase or carry margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. (u) No proceeds of any Advance will be used to acquire any security in any transaction which is subject to Section 13 and 14 of the Securities Exchange Act of 1934. (v) Neither the business nor the properties of the Borrower or any Hydrocarbon Property Venture are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance), materially and adversely affecting the business or properties or the operations of the Borrower or such Hydrocarbon Property Venture, as the case may be, taken as a whole. (w) The Borrower has filed all tax returns (Federal, state and local) required to be filed and paid all taxes shown thereon to be due, including interest and penalties, or provided adequate reserves for payment thereof, except that the Borrower may not have paid certain taxes being contested by it in good faith and by proper proceedings and for which proper reserves have been established. (x) No information, exhibit or report furnished by the Borrower to the Agent or to the Banks in connection with the negotiation of this Agreement or pursuant to or in connection with the Loan Documents, including, without limitation, the Information Memorandum, contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (y) All Hydrocarbon Properties (other than Post-1983 Hydrocarbon Properties) are entitled to the benefits of the Fuel Purchase Contract. (z) The Borrower is not an "investment company" within the meaning ascribed to that term in the Investment Company Act of 1940, as amended. ARTICLE V COVENANTS OF THE BORROWER SECTION 5.01. Affirmative Covenants Other Than Reporting Requirements. (a) So long as any Note shall remain unpaid or any Bank shall have any commitment to lend hereunder, the Borrower (i) will and (ii) will use its best efforts to cause each Hydrocarbon Property Venture to, unless the Majority Banks shall otherwise consent in writing: (i) Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders. (ii) Prudent Operation, Etc. Maintain, develop, continuously operate and improve all Hydrocarbon Properties in conformity with all applicable contracts and instruments and in accordance with generally approved engineering and other practices of prudent operators in the industry; provided that, with respect to those portions of Hydrocarbon Properties which are operated by Persons other than the Borrower, the Borrower shall not be obligated to perform undertakings performable only by such Persons (or which such Persons have agreed to perform) and which are beyond the control of the Borrower, provided that, the Borrower will use its best efforts to bring about the performance of any such undertakings by such Persons. (iii) Payment of Taxes, Etc. Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or them or upon its or their income and profits, or upon any properties belonging to it or them, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any of its or their properties, provided that neither the Borrower nor any Hydrocarbon Property Venture shall be required to pay any such tax, assessment, charge, levy or claim which is being contested by it or them in good faith and by proper proceedings and for which proper reserves have been established. (iv) Maintenance of Insurance. Maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which it or they operate. (v) Preservation of Existence, Etc. Preserve and maintain its and their existence, rights, franchises and privileges in the jurisdiction of its or their respective incorporation or formation, and qualify and remain qualified in each jurisdiction in which such qualification is necessary or desirable in view of its or their business and operations or the ownership of its or their properties; subject, in the case of Samedan-NEEI, to the terms and provisions of the Partnership Agreement and subject, in the case of each other Hydrocarbon Property Venture, to the terms and provisions of its comparable constituent agreement or document. (vi) Visitation Rights. At any reasonable time and from time to time, permit the Agent or any Bank or any agents or representatives thereof to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Borrower or any Hydrocarbon Property Venture and to discuss the affairs, finances and accounts of the Borrower or any Hydrocarbon Property Venture with any of its or their respective officers or directors. (vii) Keeping of Records and Books of Account. Keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied, reflecting all financial transactions of the Borrower and any Hydrocarbon Property Venture. (viii) Maintenance of Properties, Etc. Maintain and preserve all of its or their properties necessary or useful in the proper conduct of its or their business relating to Hydrocarbons or Hydrocarbon Properties in good working order and condition, ordinary wear and tear excepted, and, if any of such properties is affected by any fire, explosion, accident, drought, storm, hail, earthquake, act of God or of the public enemy or other casualty, diligently take proper steps to repair or replace such property. (b) So long as any Note shall remain unpaid or any Bank shall have any commitment to lend hereunder, the Borrower will, unless the Majority Banks shall otherwise consent in writing: (i) Performance of Ancillary Agreements. Perform and observe all the material terms and provisions to be performed or observed by it, of the Ancillary Agreements, the Partnership Agreement and any other agreements evidencing Hydrocarbon Property Ventures, maintain each such agreement in full force and effect (subject, in the case of the Partnership Agreement to termination in accordance with its terms and in the case of the Fuel Purchase Contract, to termination in accordance with Section 2.16 hereof), enforce each such agreement in accordance with its terms, and take all such action to such end as may be from time to time requested by the Agent. (ii) Notices and Requests Pursuant to Certain Ancillary Agreements. Furnish to the Agent promptly upon receipt thereof copies of all notices, requests and other documents (other than as agreed by the Borrower and the Agent) received by the Borrower under or pursuant to the Fuel Purchase Contract, the Capital Funds Agreement, the Capital Maintenance Agreement or the Loan Agreement and from time to time, upon request of the Agent, and in accordance with the terms of the respective Assignments thereof, make to NEP or NEES such demands and requests for information and reports or for action as the Borrower is entitled to make under the Fuel Purchase Contract, the Capital Funds Agreement, the Capital Maintenance Agreement or the Loan Agreement. (iii) Notice of Provision. Give written notice to each other party to a Hydrocarbon Property Venture of the terms of Sections 5.02(g) and (j). (iv) Sale of Hydrocarbon Properties' Production. So long as the CMA Conversion Date has not occurred, sell to NEP the fuel resulting from the refining of Hydrocarbons produced from Hydrocarbon Properties (other than Post-1983 Hydrocarbon Properties), to the extent that such fuel meets the requirements of NEP, exchange such Hydrocarbons to obtain fuel meeting the requirements of NEP, and sell such fuel to NEP or sell such Hydrocarbons to Persons other than NEP, use the proceeds from such sales to purchase, as soon as practicable, fuel meeting the requirements of NEP and sell such fuel to NEP. SECTION 5.02. Negative Covenants. So long as any Note shall remain unpaid or any Bank shall have any commitment to lend hereunder, the Borrower will not, without the prior written consent of the Majority Banks: (a) Lien. Create, incur, assume or suffer to exist, or permit any Hydrocarbon Property Venture to create, incur, assume or suffer to exist, any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor), or any other type of preferential arrangement (including production payment financing), upon or with respect to any of the Collateral or any Hydrocarbons, Hydrocarbon Properties or the Borrower's interest in Samedan-NEEI or in any other Hydrocarbon Property Venture or the Borrower's rights under any Ancillary Agreement, or assign or otherwise convey, or permit any Hydrocarbon Property Venture to assign or otherwise convey, any right to receive income from any of the Collateral or any Hydrocarbons or Hydrocarbon Properties or Ancillary Agreements, except that the foregoing restrictions shall not apply to mortgages, deeds of trust, pledges, liens, security interest or other charges or encumbrances, or preferential arrangements, created by or pursuant to the Loan Documents or: (i) arising in connection with the separate fuel procurement and inventory activities of the Borrower authorized by the SEC in the 1978 SEC Order, if limited to Inventoried Fuel and the proceeds from the sale thereof; (ii) for taxes, assessments or governmental charges or levies on property of the Borrower or any Hydrocarbon Property Venture if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings; (iii) imposed by law, such as carriers', workmen's, materialmen's, warehousemen's and mechanics' liens and other similar liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith and by appropriate proceedings; (iv) arising out of pledges or deposits under workmen's compensation laws, unemployment insurance, old age pensions, or other similar social security or retirement benefits, or similar legislation; (v) upon Hydrocarbon Properties beneficially owned by any Hydrocarbon Property Venture, to secure obligations (other than Indebtedness) incurred in the ordinary course of business; or (vi) as in effect on the date hereof under the Existing Agreement. (b) Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, other than Indebtedness under the Loan Documents, Subordinated Debt, and Indebtedness incurred in the ordinary course of business for the deferred purchase price of property or services on ordinary trade terms. (c) Partial Asset Sale. Sell, assign, lease or otherwise dispose of any of its interest in any Hydrocarbon Properties (other than sales of Hydrocarbons after severance in the ordinary course of business), unless the provisions of Section 2.11(d) hereof shall have been complied with in respect of any resulting decrease in the FPC Borrowing Base or CMA Borrowing Base. (d) Hydrocarbon Property Ventures Agreement. With respect to the Ancillary Agreements, the Partnership Agreement and any other agreement evidencing Hydrocarbon Property Ventures: (i) Cancel, terminate or fail to renew any such agreement or consent to or accept any cancellation or termination thereof (except that the Borrower may terminate, cancel, fail to renew, or consent to or accept any cancellation or termination of, (A) the Partnership Agreement in accordance with its terms, (B) the Fuel Purchase Contract in accordance with Section 2.16 and (C) the Capital Funds Agreement and the Loan Agreement so long as the CMA Conversion Date shall have occurred). (ii) Amend or otherwise modify any such agreement or the definition of "current reserve estimates" set forth in subsection (f)(i) below, or give any consent to any departure from or waiver of any of the terms or provisions of any such agreement or definition (except that the Borrower may amend, modify, renew or extend the term of the Partnership Agreement, provided that the terms of the Partnership Agreement as so amended, modified, renewed or extended, giving due consideration to the standards and practices of the oil and gas industry, are no less favorable to the Borrower than the Partnership Agreement as in effect on the date hereof). (iii) Take any other action in connection with any such agreement which would impair the value of the interest or rights of the Borrower, the Banks or the Agent thereunder or the ability of the Borrower to make the payments required hereunder and under the Notes. (e) Amendment of Order. Seek, petition or make application for or consent to any amendment, alteration, modification or termination of the 1978 SEC Order, the 1985 SEC Order, the 1995 SEC Order or the FERC Settlement. (f) Sale of Hydrocarbon Properties' Production. (i) So long as the CMA Conversion Date has not occurred, sell, exchange or otherwise dispose of any Hydrocarbons produced from Hydrocarbon Properties (other than Post-1983 Hydrocarbon Properties) except as follows: sell to NEP the fuel resulting from the refining of such Hydrocarbons, to the extent that such fuel meets the requirements of NEP, exchange such Hydrocarbons to obtain fuel meeting the requirements of NEP, but only if the fuel acquired is sold by the Borrower to NEP or sell such Hydrocarbons to Persons other than NEP, but only if the proceeds to the Borrower from such sales (to the extent necessary to purchase or acquire an equivalent amount of barrels to those so sold) are used by the Borrower as soon as practicable to purchase or acquire fuel meeting NEP's requirements and such fuel is then sold to NEP; sell fuel described in clauses (A), (B) and (C) above to NEP at a price other than determined in accordance with the pricing policy set forth in the 1978 SEC Order as amended by the 1985 SEC Order; and utilize for the purpose of determining "current reserve estimates" (as such term is used in the 1978 SEC Order and the 1985 SEC Order) an amount other than the amount of Proved and Probable Reserves, or such lesser amount as may be determined by the Borrower. (ii) At any time with respect to Post-1983 Hydrocarbon Properties and on or after the CMA Conversion Date with respect to any Hydrocarbons produced from Hydrocarbon Properties, sell, exchange or otherwise dispose of such Hydrocarbons produced from such Hydrocarbon Properties, for less than fair market value thereof at the wellhead when sold (taking into account comparable quantity and quality of production and comparable markets and market conditions, it being understood that the Borrower may elect whether to sell in interstate or intrastate commerce) or, in the case of sales pursuant to then existing sales contracts, at less than the contract prices receivable thereunder. (g) Terms of Hydrocarbon Property Venture Agreement. Enter into or remain a party to any Hydrocarbon Property Venture which is permitted to sell, transfer, assign, mortgage, pledge or encumber any Hydrocarbon Properties without the Borrower's consent or which does not grant the Borrower the option, subject to the operating agreements in effect from time to time, to take in kind the portion of the production of such Hydrocarbon Property Venture attributable to the Borrower in each case, except as provided in the Partnership Agreement. (h) Mergers, Etc. Merge with or into or consolidate with or into, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person or Persons. (i) Restrictions on Business of the Borrower. (i) Acquire by any means, any Hydrocarbon Property which would not be entitled to the benefit of the Fuel Purchase Agreement or (ii) engage in any business or activity other than, (A) with respect to Hydrocarbons, (1) the exploration for and development of Hydrocarbon Properties and the production, processing, refining and sale of Hydrocarbons therefrom, (2) the sale, exchange and transportation of Hydrocarbons, and (3) those activities reasonably incident thereto; (B) with respect to Inventoried Fuel, (1) the procurement, inventorying, sale and transportation of Inventoried Fuel and (2) those activities reasonably incident thereto. (j) Restrictions on Business of Hydrocarbon Property Venture. Permit any Hydrocarbon Property Venture to engage in any business other than exploration, development, production, processing, refining, transportation or marketing in respect of Hydrocarbons. (k) Dividends. So long as the CMA Conversion Date has not occurred or an event has occurred and is continuing that constitutes an Event of Default or that would constitute an Event of Default but for the requirement that notice be given or time elapse or both, declare or pay any dividends, purchase, redeem, retire or otherwise acquire for value any of its capital stock now or hereafter outstanding, return any capital to its stockholders as such, or make any distribution of assets to its stockholders as such. (l) Investments. Make any loan or advance to any Person (including, without limitation, any Hydrocarbon Property Venture) or purchase or otherwise acquire any capital stock, obligation or other security of, make any capital contribution to, or otherwise invest in, any Person (including, without limitation, any Hydrocarbon Property Venture) other than Permitted Investments; provided, however, that the Borrower may make any capital contribution required by the Partnership Agreement. (m) Subsidiaries. Create or suffer to exist any Subsidiary. (n) Plans, Etc. Permit to exist any occurrence of any Reportable Event, or any other event or condition, which presents a material (in the reasonable opinion of the Majority Banks) risk of termination by the PBGC of any Plan of the Borrower or, having used anything less than its best efforts, any of its ERISA Affiliates, which termination will result in any material (in the reasonable opinion of the Majority Banks) liability of the Borrower or such ERISA Affiliate to the PBGC. SECTION 5.03. Reporting Requirement. So long as any Note shall remain unpaid or any Bank shall have any commitment to lend hereunder, the Borrower will, unless the Majority Banks shall otherwise consent in writing, furnish to the Agent and each Bank: (a) as soon as possible and in any event within five days after the occurrence of each Event of Default or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Default, continuing on the date of such statement, the statement of the Vice President-Finance, Treasurer or Controller of the Borrower setting forth details of such Event of Default or event and the action which the Borrower proposes to take with respect thereto; (b) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Borrower, NEP or NEES, a balance sheet of the Borrower, NEP or NEES (as the case may be) as of the end of such quarter and the related statements of income and retained earnings and of cash flows for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the Vice President-Finance, Treasurer or Controller of the Borrower, NEP or NEES (as the case may be) as having been prepared in accordance with generally accepted accounting principles, together with (in the case of the Borrower only) a certificate of said officer of the Borrower stating that he has no knowledge that an Event of Default, or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, has occurred and is continuing or, if an Event of Default or such event has occurred and is continuing, a statement as to the nature thereof and the action which the Borrower proposes to take with respect thereto; (c) as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, NEP or NEES, beginning with its fiscal year ending in 1995 a balance sheet of the Borrower, NEP or NEES (as the case may be) as of the end of such fiscal year and the related statements of income and retained earnings and of cash flows, certified by Coopers & Lybrand or other independent public accountants of recognized standing acceptable to the Majority Banks, together with a certificate of such accounting firm to the Agent and the Banks stating that in the course of its audit, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that an Event of Default, or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, has occurred and is continuing, or if, in the opinion of such accounting firm, an Event of Default or such event has occurred and is continuing, a statement as to the nature thereof; (d) promptly after the sending or filing thereof, and in any event at the time of the delivery of the reports delivered pursuant to paragraphs (b) and (c) above, the Rule 24 Report in respect of such calendar quarter together with a balance sheet of the Borrower prepared on a basis consistent with the balance sheet contained in the Rule 24 Report filed with the SEC on February 14, 1995, duly certified (subject to year-end audit adjustments) by the Vice President-Finance, Treasurer or Controller of the Borrower, as having been prepared in accordance with this paragraph; (e) promptly upon its receipt of requests therefor from the Agent, copies of all financial statements, reports, notices, requests or other documents received or given by the Borrower in connection with any Hydrocarbon Property Venture; (f) promptly after the commencement thereof, notice of all actions, suits and proceedings before any court of governmental department, commission, board, bureau, agency or instrumentality affecting the Borrower, NEP, NEES or any Hydrocarbon Property Venture of the type described in Section 4.01(s); (g) promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which NEES sends to its stockholders, copies of all press releases issued by or with the authorization of the Borrower, NEP or NEES, and copies of all regular, periodic and special reports which the Borrower, NEP or NEES files with the SEC (including, but not limited to, Rule 24 Reports but excluding reports of a routine nature as agreed between the Borrower and the Agent) or any governmental authority which may be substituted therefor, or with any national securities exchange; (h) upon request of any Bank, through the Agent, within 60 days after the end of each calendar quarter, a report of the Borrower showing, for such calendar quarter, the gross quantities of oil, gas, gas liquids and other products included in the production of Hydrocarbons from Proved and Probable Reserves (stated in barrels for oil and liquid oil products, MCF for gas and barrels for gas liquids) and the net quantities of oil, gas, gas liquids and other products included in the production of Hydrocarbons from Proved and Probable Reserves (stated in barrels for oil and products, MCF for gas and barrels for gas liquids); (i) promptly after the filing or receiving thereof, copies of all reports and notices which the Borrower or any ERISA Affiliate of the Borrower files under ERISA with the Internal Revenue Service or the PBGC or the U.S. Department of Labor or which the Borrower or any such ERISA Affiliate receives from the PBGC or the U.S. Department of Labor; and promptly after the filing thereof, copies of IRS form 5500 filed by the Borrower, NEP and NEES; (j) promptly after the filing or receiving thereof, copies of all petitions, notices, protests, complaints, pleadings or other filings seeking amendment or modification of any of the Ancillary Agreements or any regulatory approvals, consents or authorizations provided in connection therewith; and (k) such other information respecting the business, the properties or the condition or operations, financial or otherwise, of the Borrower, NEP, NEES or any Hydrocarbon Property Venture as the Agent may from time to time reasonably request. ARTICLE VI EVENTS OF DEFAULT SECTION 6.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing: (a) The Borrower shall fail to pay any principal of any Note when the same becomes due, or shall fail to pay any interest or fees or other amounts due hereunder within five days after the same shall have become due; or (b) Any representation or warranty made or deemed made by the Borrower herein or by the Borrower, NEP or NEES in any other Loan Document, or by the Borrower, NEP or NEES (or any of their respective officers) in connection with this Agreement shall prove to have been incorrect in any material respect when made or deemed made; or (c) The Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 5.01(b)(i) through (b)(ii), inclusive, or Section 5.02 and such failure remains unremedied for ten days after written notice thereof shall have been given to the Borrower; or the Borrower, NEP or NEES shall fail to perform or observe any term, covenant or agreement to be performed by any or all of them under any of the Ancillary Agreements; or the Borrower, NEP or NEES shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document on its part to be performed or observed if the failure to perform or observe such other term, covenant or agreement shall remain unremedied for 30 days after written notice thereof shall have been given to the Borrower, NEP or NEES, as the case may be, by the Agent or any Bank; or (d) The pricing formula contained in the 1978 SEC Order, as modified by the 1985 SEC Order, and relating to the sale of Hydrocarbons pursuant to the Fuel Purchase Contract shall be amended, altered or modified other than with the consent of the Banks or to reflect the termination of the Fuel Purchase Contract in a manner consistent with the 1985 SEC Order and Section 2.16 hereof (if, in the sole judgment of the Banks, which judgment shall be reasonably exercised, such amendment, alteration or modification is likely to have an adverse effect on the ability of the Borrower to make the payments required under this Agreement or under the Notes) or shall be terminated or cease to be applicable to the sale of Hydrocarbons produced from Hydrocarbon Properties (other than Post-1983 Hydrocarbon Properties), other than with the consent of the Banks or in connection with the termination of the Fuel Purchase Contract in a manner consistent with the 1985 SEC Order and Section 2.16 hereof; or (e) The Borrower, NEES or NEP shall fail to pay any principal of or premium or interest on any Indebtedness which is outstanding in a principal amount of at least $1,000,000 in the aggregate (but excluding Indebtedness evidenced by the Notes) of the Borrower, NEES or NEP (as the case may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness, unless such occurrence or condition shall have been waived by all holders of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or (f) This Agreement, the Notes or any of the other Loan Documents, or any of the Ancillary Agreements shall, at any time after their respective execution and delivery and for any reason, cease to be in full force and effect in accordance with its terms or shall be declared to be null and void, or the validity or enforceability thereof shall be contested by the Borrower, NEP or NEES, or the Borrower, NEP or NEES shall deny that it has any or further liability or obligation under this Agreement, the Notes or any of the other Loan Documents, or any of the Ancillary Agreements to which it is a party, except in connection with the termination of the Fuel Purchase Contract in a manner consistent with the 1985 SEC Order and Section 2.16 hereof; or (g) Any Collateral Assignment shall, at any time after its execution and delivery and for any reason, cease to constitute a valid and subsisting lien and a valid and perfected security interest in and to the property purported to be subject to such Collateral Assignment, except to reflect the termination of the Fuel Purchase Contract in a manner consistent with the 1985 SEC Order and Section 2.16 hereof; or (h) The Borrower, NEP or NEES shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower, NEP or NEES seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or the Borrower, NEP or NEES shall take any corporate action to authorize any of the actions set forth above in this subsection (h); or (i) Any Plan of the Borrower or any ERISA Affiliate of the Borrower shall fail to maintain the minimum funding standards required by Section 412 of the Internal Revenue Code for any plan year or a waiver of such standard is sought or granted under Section 412(d) of the Internal Revenue Code, or any Plan of the Borrower or any ERISA Affiliate of the Borrower is, shall have been or will be terminated or the subject of termination proceedings under ERISA, or the Borrower or any ERISA Affiliate of the Borrower has incurred or will incur a liability to or on account of any Plan under Sections 4062, 4063 or 4064 of ERISA and there shall result from such event either a liability or a material risk of incurring a liability to the PBGC or any Plan, or any Termination Event with respect to any Plan of the Borrower or any ERISA Affiliate of the Borrower shall have occurred, and (i) such Termination Event (if correctable) shall not have been corrected and (ii) the then-present value of such Plan's vested benefits exceeds the then-current value of assets accumulated in such Plan by more than the amount of $5,000,000 (or in the case of a Termination Event involving the withdrawal of a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's proportionate share of such excess shall exceed such amount); or (j) The Borrower or any of its ERISA Affiliates as employer under a Multiemployer Plan shall have made a complete or partial withdrawal from such Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall have notified such withdrawing employer that such employer has incurred a withdrawal liability in an annual amount exceeding $5,000,000; or (k) Any judgment or order for the payment of money in excess of $500,000 shall be rendered against the Borrower or Samedan-NEEI and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or a final judgment for the payment of money in excess of $10,000,000 shall be rendered against the Borrower or Samedan-NEEI and the payment of such sum would have (in the reasonable judgment of the Majority Banks) a material adverse effect on the financial condition or operations of the Borrower or Samedan-NEEI; then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Banks having aggregate Percentages of the Commitment in excess of 50%, by notice to the Borrower, declare the obligation of each Bank to make Advances to be terminated, whereupon the same shall immediately terminate, and (ii) shall at the request, or may with the consent, of the Banks owed more than 50% of the then aggregate unpaid principal amount of the Advances owing to Banks, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of each Bank to make Advances shall automatically be terminated and (B) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. ARTICLE VII THE AGENT SECTION 7.01. Authorization and Action. Each Bank hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes) or any other Loan Document, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks (or such other number of Banks as may be specified by any provision hereof), and such instructions shall be binding upon all Banks and all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent shall not consent to any amendment to any Collateral Assignment or any Acknowledgement without the prior written consent of the Majority Lenders (or such other number of Banks as specified in Section 8.01). The Agent agrees to give to each Bank prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement or any Loan Document. SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor any of its directors, officers, shareholders, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement or any other Loan Document, except for its or their own gross negligence or wilful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the payee of any note as the holder thereof until the Agent receives and accepts a Bank Assignment providing for the assignment thereof, in accordance with Section 8.07, or receives other written notice of the assignment or transfer thereof signed by such payee and in form satisfactory to the Agent; (ii) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Bank and shall not be responsible to any Bank for any statements, warranties or representations made in or in connection with this Agreement, in the Information Memorandum or otherwise; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any other Loan Document or any of the Ancillary Agreements on the part of the Borrower, NEP, NEES or any Hydrocarbon Property Venture or to inspect the property (including the books and records) of the Borrower, NEP, NEES or any Hydrocarbon Property Venture; (v) shall not be responsible to any Bank for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement or any other Loan Document or any of the Ancillary Agreements by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopy, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. SECTION 7.03. Credit Suisse and Affiliates. With respect to its Percentage, the Advances made by it and the Notes issued to it, Credit Suisse shall have the same rights and powers under this Agreement as any other Bank and may exercise the same as though it were not the Agent; and the term "Bank" or "Banks" shall, unless otherwise expressly indicated, include Credit Suisse in its individual capacity. Credit Suisse and its affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of its affiliates and any Person who may do business with or own securities of the Borrower, any such affiliates or any Hydrocarbon Property Venture, all as if Credit Suisse were not the Agent and without any duty to account therefor to the Banks. SECTION 7.04. Bank Credit Decision. Each Bank acknowledges that it has, independently and without reliance upon the Agent or any other Bank and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement. SECTION 7.05. Indemnification. The Banks agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the Committed Notes then held by each of them (or if no Committed Notes are at the time outstanding ratably according to their respective Percentages), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or wilful misconduct. Without limitation of the foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, filing, recording, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. SECTION 7.06. Successor Agent. The Agent may resign at any time by giving written notice thereof to the Banks and the Borrower and may be removed at any time with or without cause by the Majority Banks. Upon any such resignation or removal, the Majority Banks shall have the right to appoint a successor Agent, with the consent of the Borrower (which shall not unreasonably be withheld). If no successor Agent shall have been so appointed by the Majority Banks, and shall have accepted such appointment, within 30 days after the retiring Agent's giving of notice of resignation or the Majority Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of the Banks, with the consent of the Borrower (which shall not unreasonably be withheld), appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof or the Dominion of Canada and having a combined capital and surplus of at least $100,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent's resignation or removal hereunder as Agent, the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. ARTICLE VIII MISCELLANEOUS SECTION 8.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Banks and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Banks, do any of the following: (a) waive any of the conditions specified in Sections 3.01 or 3.02, (b) increase the Percentages of the Banks or subject the Banks to any additional obligations, (c) reduce the principal of, or interest on, the Committed Notes or any fees or other amounts payable hereunder, (d) postpone any date fixed for any payment of principal of, or interest on, the Committed Notes or any fees or other amounts payable hereunder, (e) postpone any scheduled Commitment reduction under Section 2.06(a), (f) release any Collateral except as shall be otherwise provided in any Loan Document, (g) release or excuse, in whole or in part, any obligations of the Borrower, NEES or NEP under any Ancillary Agreement, (h) change the percentage of any Percentage or of the aggregate unpaid principal amount of the Advances, or the number of Banks, which shall be required for the Banks or any of them to take any action hereunder or (i) amend this Section 8.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Bank holding the relevant Competitive Note: (x) reduce the principal of, or interest on, a Competitive Note or (y) postpone any date fixed for any payment of principal of, or interest on, a Competitive Note; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Banks required above to take such action, affect the rights or duties of the Agent under this Agreement, any other Loan Document or any of the Ancillary Agreements. SECTION 8.02. Notices, Etc. All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy, telex or cable communication) and mailed, telegraphed, telecopied, telexed, cabled or delivered, if to the Borrower, at its address at 25 Research Drive, Westborough, Massachusetts 01582, Attention: John G. Cochrane, Treasurer; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; and if to the Agent, at its address at 12 East 49th Street, New York, New York 10017, Attention: Syndications; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, telegraphed, telecopied, telexed or cabled, be effective three days following deposit in the mails, when delivered to the telegraph company, when telecopied, when confirmed by telex answerback or when delivered to the cable company, respectively, addressed as aforesaid, except that notices and communications to the Agent pursuant to Article II, VII or VIII shall not be effective until received by the Agent. SECTION 8.03. No Waiver; Remedies. No failure on the part of any Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note or other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. SECTION 8.04. Costs and Expenses. (a) The Borrower agrees to pay on demand all costs and expenses in connection with the preparation, execution, delivery, filing, recording, administration, modification and amendment of this Agreement, the Notes, the other Loan Documents and the other documents to be delivered hereunder and thereunder, including, without limitation, (i) all reasonable expenses of the Agent, including expenses for travel, communications, couriers and filing fees and (ii) the reasonable fees and out-of-pocket expenses of counsel for the Agent, and local or special counsel who may be retained by said counsel, with respect thereto and with respect to advising the Agent as to its rights and responsibilities under this Agreement and the other Loan Documents; and, upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, the Borrower agrees to pay all costs and expenses, if any (including, without limitation, reasonable counsel fees and expenses), incurred by the Agent and the Banks in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the other Loan Documents and the other documents to be delivered hereunder and thereunder. (b) If any payment of principal of any Eurodollar Rate Advance or Competitive Advance is made other than on the last day of the Interest Period for such Advance, as a result of a payment pursuant to Section 2.11 or acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, the Borrower shall, upon demand by any Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank any amounts required to compensate such Bank for any additional losses, costs or expenses which it may reasonably incur as a result of such payment, including, without limitation, any loss (including Funding Losses), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund or maintain such Advance. SECTION 8.05. Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Bank is hereby authorized at any time and from time to time, without notice to the Borrower (any such notice being expressly waived by the Borrower) to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and any Note held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Bank agrees promptly to notify the Borrower after any such set-off and application made by such Bank; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Bank under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such Bank may have. SECTION 8.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Bank that such Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent and each Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Banks. SECTION 8.07. Assignments and Participations. (a) Each Bank may (following consultation with the Borrower) assign to one or more other Banks or other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its commitment to lend hereunder, its Percentage, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all (other than any Competitive Advances owing to such Bank or any Competitive Notes held by it unless such Competitive Advances are being assigned hereunder in accordance with subsection (e) hereof) of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the commitment to lend, Percentage, Advances or Notes of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Bank Assignment with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000, and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, a Bank Assignment, together with any Notes subject to such assignment and a processing and recordation fee of $2,500 and the Agent shall record such assignment in the Register within five Business Days of receipt of such Bank Assignment, Notes and fee. Upon such execution, delivery and acceptance, from and after the effective date specified in each Bank Assignment, (x) the Bank assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Bank Assignment, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Bank Assignment, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Bank Assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). It is understood and agreed that a Bank may enter into a separate agreement with its assignee covering matters not covered by a Bank Assignment, so long as the terms and conditions of such separate agreement shall not be inconsistent with the terms and conditions of such Bank Assignment. Each Bank making an assignment hereunder shall notify the Borrower of such assignment, the identity of the assignee and the amount of its interests assigned; provided, however, that the failure to give such notice shall not affect the effectiveness of such assignment or the obligations of the Borrower hereunder. (b) By executing and delivering a Bank Assignment, the Bank assignor thereunder and the Bank assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Bank Assignment, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Bank Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank. (c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Bank Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Percentages of, and principal amount of the Advances owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Register and such copies shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a Bank Assignment executed by an assigning Bank and an assignee Bank, together with the Notes subject to such assignment, the Agent shall, if such Bank Assignment has been completed and is in substantially the form of Exhibit 8.07 hereto, (i) accept such Bank Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for the surrendered Notes, new Notes to the order of such assignee Bank in an amount equal to the Percentage of the Commitment assumed by it pursuant to such Bank Assignment and, if the assigning Bank has retained a Percentage of the Commitment, new Notes to the order of the assigning Bank in an amount equal to such Percentage retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Notes, shall be dated the effective date of such Bank Assignment and shall otherwise be in substantially the form of Exhibits A-1, A-2-CMA (as applicable) or A-2-FPC (as applicable) hereto. (e) Each Bank may assign to one or more banks or other entities any CMA Competitive Note or Notes or FPC Competitive Note or Notes held by it upon notification of such assignment to the Agent. (f) Notwithstanding anything to the contrary set forth in this Section 8.07, any Bank may assign, as collateral or otherwise, any or all of its rights hereunder and under the Notes (including, without limitation, its rights to receive payments of principal and interest hereunder and under the Notes) without prior consultation with the Borrower to (i) any Federal Reserve Bank, (ii) any affiliate of such Bank or (iii) any other Bank; provided, that with respect to assignments to entities described in clauses (i) and (ii) above, no such assignment shall release the assigning Lender from its obligations hereunder. (g) Each Bank may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Percentage of the Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement (including, without limitation, its commitment to lend hereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of any such Note for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement. (h) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant, if not a Bank, shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Bank. (i) If any Bank notifies the Agent pursuant to Section 2.02(c)(iii) of circumstances causing the suspension of the right of the Borrower to select Eurodollar Rate Advances and such Bank shall not have subsequently notified the Agent pursuant to Section 2.02(c)(iii) that the circumstances causing such suspension no longer exist (a "Notifying Bank"), the Borrower may demand that the Notifying Bank assign in accordance with this Section 8.07 to one or more banks designated by the Borrower which are acceptable to the Agent (a "Replacement Bank") all (but not less than all) of the Notifying Bank's Percentage and the Advances owing to it within the next succeeding 30 days. If any such Replacement Bank designated by the Borrower shall fail to consummate such assignment on terms acceptable to the Notifying Bank, or if the Borrower shall fail to designate any such Replacement Bank for all or part of such Bank's Percentage or Advances, then the Notifying Bank may assign such Percentage or Advances to any other bank acceptable to the Agent in accordance with this Section 8.07 during such 30-day period; it being understood for purposes of this subsection (i) that such assignment shall be conclusively deemed to be on terms acceptable to the Notifying Bank, and the Notifying Bank shall be compelled to consummate such assignment to the Replacement Bank designated by the Borrower, if such Replacement Bank (i) shall agree to such assignment in substantially the form of Exhibit 8.07 hereto and (ii) shall offer compensation to the Notifying Bank in an amount equal to all amounts then owing by the Borrower to such Notifying Bank hereunder and under the Note(s) made by the Borrower to such Notifying Bank, whether for principal, interest, fees, costs or expenses, or otherwise. SECTION 8.08. Waiver of Jury Trial. The Borrower, the Agent and the Banks irrevocably waive all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement, the Notes, the other Loan Documents, any of the Ancillary Agreements or any instrument or document delivered hereunder or thereunder. SECTION 8.09. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York. SECTION 8.10. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. S-1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. NEW ENGLAND ENERGY INCORPORATED By: /s/ John G. Cochrane ------------------------------------ Title: Treasurer CREDIT SUISSE, as Administrative Agent and Arranger By: /s/ Lynne Allegaert ------------------------------------ Title: Member of Senior Management By: /s/ David W. Kratovil ------------------------------------ Title: Member of Senior Management S-2 The Banks Percentage: Name of Bank ____________ ________________ 8.4444448% CREDIT SUISSE By: /s/ Lynne Allegaert ____________________________________ Title: Member of Senior Management By: /s/ David W. Kratovil ____________________________________ Title: Member of Senior Management S-3 The Banks Percentage: Name of Bank ____________ ________________ 7.11111111% BANK OF MONTREAL By: /s/ John L. Smith ____________________________________ Title: Director S-4 The Banks Percentage: Name of Bank ____________ ________________ 7.11111111% CIBC INC. By: /s/ Margaret E. McTigue ____________________________________ Title: Vice President S-5 The Banks Percentage: Name of Bank ____________ ________________ 7.11111111% FIRST NATIONAL BANK OF BOSTON By: /s/ Michael Kane ____________________________________ Title: Managing Director S-6 The Banks Percentage: Name of Bank ____________ ________________ 7.11111111% FLEET BANK OF MASSACHUSETTS By: /s/ Thomas J. Bullard ____________________________________ Title: Vice President S-7 The Banks Percentage: Name of Bank ___________ ____________ 7.11111111% MITSUI TRUST BANK (U.S.A.) By: /s/ Robert Lanigan ____________________________________ Title: Managing Director S-8 The Banks Percentage: Name of Bank ___________ _____________ 7.11111111% SHAWMUT BANK By: /s/ Kazuyuki Muto ____________________________________ Title: Executive Vice President S-9 The Banks Percentage: Name of Bank ___________ _____________ 7.11111111% THE SUMITOMO BANK, LIMITED By: /s/ Shigeo Kioke ____________________________________ Title: Joint General Manager S-10 The Banks Percentage: Name of Bank ___________ _____________ 7.11111111% WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK AND CAYMAN ISLANDS BRANCHES By: /s/ Ralph White ____________________________________ Title: Vice President By: /s/ Karen E. Hoplock ____________________________________ Title: Vice President S-11 The Banks Percentage: Name of Bank ___________ _____________ 5.33333333% CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Robert Ivosevich ____________________________________ Title: Senior Vice President S-12 The Banks Percentage: Name of Bank ___________ _____________ 5.33333333% THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY By: /s/ Robert W. Ramage, Jr. ____________________________________ Title: Senior Vice President S-13 The Banks Percentage: Name of Bank ___________ _____________ 5.33333333% MELLON BANK, N.A. By: /s/ A. J. Sabatelle ____________________________________ Title: Vice President S-14 The Banks Percentage: Name of Bank ___________ ____________ 5.33333333% TOKAI BANK LTD. By: /s/ Masaharu Muto ____________________________________ Title: Deputy General Manager S-15 The Banks Percentage: Name of Bank ___________ _____________ 4.44444444% THE FUJI BANK, LIMITED By: /s/ Gina M. Kearns ____________________________________ Title: Vice President & Manager S-16 The Banks Percentage: Name of Bank ___________ _____________ 4.44444444% SOCIETE GENERALE By: /s/ Gordon Eadon ____________________________________ Title: Vice President S-17 The Banks Percentage: Name of Bank ___________ _____________ 4.44444444% THE YASUDA TRUST AND BANKING CO., LTD. By: /s/ Michael G. Haggarty ____________________________________ Title: Vice President TABLE OF CONTENTS Section Page ________ ____ ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1.01. Certain Defined Terms. . . . . . . . . . . . . . . 1 1.02. Computation of Time Periods. . . . . . . . . . . . 20 1.03. Accounting Terms . . . . . . . . . . . . . . . . . 20 ARTICLE II COMMITTED AND COMPETITIVE ADVANCES 2.01. The Commitment . . . . . . . . . . . . . . . . . . 20 2.02. The Committed Advances . . . . . . . . . . . . . . 21 2.03. The Competitive Advances . . . . . . . . . . . . . 24 2.04. Making of Advances . . . . . . . . . . . . . . . . 27 2.05. Fees . . . . . . . . . . . . . . . . . . . . . . . 28 2.06. Reduction of the Commitment. . . . . . . . . . . . 28 2.07. Repayment of Advances. . . . . . . . . . . . . . . 29 2.08. Interest . . . . . . . . . . . . . . . . . . . . . 29 2.09. Additional Interest on Eurodollar Rate Advances . . . . . . . . . . . . . . . . . . . . . . 30 2.10. Interest Rate Determination. . . . . . . . . . . . 30 2.11. Prepayments of Advances. . . . . . . . . . . . . . 31 2.12. Increased Costs; Capital . . . . . . . . . . . . . 33 2.13. Payments and Computations. . . . . . . . . . . . . 34 2.14. Sharing of Payments, Etc . . . . . . . . . . . . . 35 2.15. Use of Proceeds. . . . . . . . . . . . . . . . . . 36 2.16. Termination of Fuel Purchase Contract. . . . . . . 36 2.17. Taxes. . . . . . . . . . . . . . . . . . . . . . . 37 2.18. Extension of Termination Date. . . . . . . . . . . 38 ARTICLE III CONDITIONS OF LENDING 3.01. Conditions Precedent to the Initial Advances . . . . . . . . . . . . . . . . . . . . . . 39 3.02. Conditions Precedent to Each Advance . . . . . . . 41 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.01. Representations and Warranties of the Borrower . . . . . . . . . . . . . . . . . . . . . . 42 ARTICLE V COVENANTS OF THE BORROWER 5.01. Affirmative Covenants Other Than Reporting Requirements . . . . . . . . . . . . 47 5.02. Negative Covenants . . . . . . . . . . . . . . . . 50 5.03. Reporting Requirement. . . . . . . . . . . . . . . 54 ARTICLE VI EVENTS OF DEFAULT 6.01. Events of Default. . . . . . . . . . . . . . . . . 57 ARTICLE VII THE AGENT 7.01. Authorization and Action . . . . . . . . . . . . . 60 7.02. Agent's Reliance, Etc. . . . . . . . . . . . . . . 61 7.03. Credit Suisse and Affiliates . . . . . . . . . . . 62 7.04. Bank Credit Decision . . . . . . . . . . . . . . . 62 7.05. Indemnification. . . . . . . . . . . . . . . . . . 62 7.06. Successor Agent. . . . . . . . . . . . . . . . . . 63 ARTICLE VIII MISCELLANEOUS 8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . 63 8.02. Notices, Etc . . . . . . . . . . . . . . . . . . . 64 8.03. No Waiver; Remedies. . . . . . . . . . . . . . . . 64 8.04. Costs and Expenses . . . . . . . . . . . . . . . . 64 8.05. Right of Set-off . . . . . . . . . . . . . . . . . 65 8.06. Binding Effect . . . . . . . . . . . . . . . . . . 65 8.07. Assignments and Participations . . . . . . . . . . 66 8.08. Waiver of Jury Trial . . . . . . . . . . . . . . . 69 8.09. Governing Law. . . . . . . . . . . . . . . . . . . 70 8.10. Execution in Counterparts. . . . . . . . . . . . . 70 SCHEDULES Schedule I - List of Applicable Lending Offices EXHIBITS Exhibit A-1 Form of Committed Note Exhibit A-2-CMA Form of CMA Competitive Note Exhibit A-2-FPC Form of FPC Competitive Note Exhibit 1.01A Form of Capital Funds Agreement Amendment Exhibit 1.01B Form of Capital Maintenance Agreement Amendment Exhibit 1.01C Form of CMA Assignment Exhibit 1.01D Form of Fuel Purchase Contract Amendment Exhibit 1.01E Form of Loan Agreement Amendment Exhibit 1.01F Form of NEES Acknowledgement Exhibit 1.01G Form of NEES Assignment Exhibit 1.01H Form of NEP Acknowledgement Exhibit 1.01I Form of NEP Assignment Exhibit 1.01J Form of Terms of Subordination Exhibit 2.02(a) Form of Notice of Committed Borrowing Exhibit 2.02(b) Form of Notice of Conversion Exhibit 2.03 Form of Request for Competitive Borrowing Exhibit 3.01(j) Form of Pay-Off Letter for Existing Agreement Exhibit 3.01(k) Form of Opinion of Counsel for the Borrower Exhibit 3.01(l) Form of Opinion of Special New York Counsel for the Agent Exhibit 8.07 Form of Assignment and Acceptance EX-10 8 NEES EXHIBIT (10)(I) EXHIBIT (1O)(i) THIRTIETH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT THIS AGREEMENT, dated as of the 1st day of June, 1993 is entered into by the signatories hereto for the amendment by them of the New England Power Pool Agreement dated as of September 1, 1971 (the "NEPOOL Agreement"), as previously amended by twenty- eight (28) amendments, the most recent of which was dated as of September 15, 1992, and as proposed to be amended by a pending twenty-ninth amendment dated as of May 1, 1993. WHEREAS, the signatory Participants propose to amend the provisions on NEPOOL planning in the NEPOOL Agreement, and to provide for new categories of Pool-Planned Facilities and Pool- Planned Purchases and to couple this with a change in the definition of Pool-Planned Unit to reference only existing Units; and WHEREAS, the proposed amendments are intended, among other things, to facilitate the use of revenue bond financing by Participants which are Massachusetts municipal utilities, and to avoid in the future controversies over criteria for the designation of Pool-Planned Units. NOW THEREFORE, the signatories hereby agree as follows: SECTION 1 AMENDMENTS Section 1. Amendment of Section 7.12 Section 7.12(j) is amended to read as follows: (j) coordinating the review of proposed plans of Participants pursuant to Sections 10.1, 10.4 and 11.1 and coordinating the submission of recommendations to the Management Committee regarding such proposed plans; Section 7.12 is further amended by deleting the and" at the end of Subsection (i) and by adding the following new Subsections at the end of the Section: (k) to the extent appropriate, enabling the planning and installation of reliable and economical bulk power supply and related facilities of NEPOOL by establishing reasonable criteria, guidelines and methods relating to the appropriate provisions for integrated bulk power supply planning and related facilities on behalf of all the NEPOOL Participants; (l) preparing forecasts of the aggregate coincidental Adjusted Load of the Participants and of the Annual and Monthly Peaks and the Adjusted Annual and Monthly Peaks of each of the Participants for use by the Management Committee in estimating "C" and "E" for purposes of Section 9.2(a); and (m) coordinating with neighboring pools, non- Participants and the regional reliability council on matters of regional planning and regional reliability. Section 2. Amendment of Section 9.4(a) Section 9.4(a) is amended to read as follows: (a) At the conclusion of each Capability Period, the Operations Committee shall determine whether each Participant has satisfied its Capability Responsibility obligation for each month during such Capability Period. If the minimum monthly System Capability of a Participant during a month was less than its Capability Responsibility, the number of Kilowatts of its deficiency shall be computed and the Participant shall pay a Capability Responsibility adjustment charge for the month computed at the rate prescribed by Section 9.4(b). For purposes of Sections 9.4(a) and 9.4(d), the minimum monthly System Capability of a Participant for a month during a Capability Period is equal to the sum of (i) the Participant's lowest System Capability (as determined without taking into account any Entitlements in Pool-Planned Facilities initially placed in commercial operation during the Capability Period) for any day during the month, plus (ii) for each Pool-Planned Facility initially placed in commercial operation during the Period on or prior to the first day of the third month of the Period, one-sixth of (A) the amount of the Participant's Entitlement, if any, in such Facility times (B) the number of full months during such period that such Facility was in commercial operation, subject to the right of the Participant to elect, by written notice received by the chairman of the Operations Committee prior to the end of the Period, not to receive credit under this clause (ii), plus (iii) for each Pool- Planned Facility initially placed in commercial operation during the period on or prior to the first day of the month and for which no credit was given under clause (ii), the amount of the Participant's Entitlement, if any, in such Facility. Retirements made on the last day of any month shall not be deducted from System Capability for that month. Section 3. Amendment of Section 10.1 Section 10.1 is amended to read as follows: 10.1 Recommendation of Additional Facilities The Management Committee shall periodically review the need for, and shall recommend, additions to and changes in generating and transmission facilities of the Participants, or sales to or purchases of power from Non-Participants, to meet the reliability standards established by it pursuant to Section 5.13 and the other objectives of NEPOOL. In making its review and recommendations, the Management Committee shall give due consideration to (i) reports of the Policy Planning Committee as to any alternatives proposed by the Policy Planning Committee, and (ii) such other matters as the Management Committee deems pertinent. The Management Committee shall specify the type, range of capacity, target date for initial commercial operation and other appropriate characteristics of recommended facilities. At least once every three years the Management Committee shall adopt a ten-year NEPOOL expansion plan specifying the type and timing of additional generating units, PTF facilities and other resources recommended for commercial operation during the period of the expansion plan. The Management Committee shall also periodically review the need for, and shall recommend, arrangements to meet the reliability standards established by it pursuant to Section 5.13 and the other objectives of NEPOOL, under which Participants, affiliates of Participants or other persons may effect additions to and changes in generating and transmission facilities for use by Participants. Any such facilities shall be eligible for designation as Pool-Planned Facilities under Section 11.1. Section 4. Amendment of Section 10.6 Section 10.6 is amended to read as follows: 10.6 Increase in Reserves Because of Non-NEPOOL Planned Unit or Facility If a Participant has at any time an Entitlement in a generating unit placed in commercial operation after October 31, 1975, which is not a Pool-Planned Unit or a Pool-Planned Facility and with respect to which no significant firm commitments to manufacturers or constructors were made on or before November 1, 1971, and as a result of the character, size or operation of such unit NEPOOL reserves are required to be increased, such Participant shall be responsible for providing (at its expense and, if more than one Participant has an Entitlement in the unit, in proportion to its Entitlement in such unit) the required additional NEPOOL reserves for so long as, and to the extent that, such increase is required by reason of such unit, or until such unit is accepted by the Management Committee as a Pool-Planned Unit or a Pool-Planned Facility; provided that such Entitlement shall be included in the Participant's System Capability for Capability Responsibility purposes. Section 5. Amendment of Section 11.1 Section 11.1 is amended to read as follows: 11.1 Pool Access Objectives; Designation of Pool-Planned Facilities or Purchases It is an objective of NEPOOL that each Participant shall have an appropriate opportunity to meet its Capability Responsibility from Pool-Planned Facilities. It is recognized that in the past Participants have satisfied their generating needs in various ways, as sole or joint owners of generating units, as joint owners of interests in generating companies, as purchasers from other Participants or Non-Participants under Unit Contracts or as wholesale customers, although some smaller Participants have indicated a desire to change their mode of participation in the future by ceasing to be wholesale customers in whole or part. It is anticipated that such smaller Participants and their suppliers will work out individual arrangements covering the phase-out of present contracts and that in many cases this may best be accomplished over a five-to-ten year period. Furthermore, Participants have participated in transmission facilities as sole owners, as joint owners of interests in transmission companies, or by entering into joint long-term support arrangements, and it is expected that this diversity will continue in the future because of the varying situations of the Participants. Many of the joint arrangements have been arranged or facilitated by NEPOOL action, and it is a continuing objective of NEPOOL to facilitate, in appropriate circumstances, joint generation and transmission arrangements through the designation of Pool-Planned Facilities and Pool-Planned Purchases. A Participant which proposes, or whose affiliate proposes, a joint arrangement for the installation with other Participants of an additional generating unit rated 25 MW (gross) or above or a transmission facility rated 69 kV or above, or for a purchase jointly with other Participants of a Unit Contract Entitlement from a Non-Participant may submit, in such form, manner and detail as the Management Committee or the Policy Planning Committee may reasonably prescribe, a request to the Management Committee to designate the generating unit or the transmission facility as a Pool-Planned Facility or the purchase as a Pool-Planned Purchase, as the case may be. If the request relates to an additional generating unit or transmission facility to be installed by the Participant or its affiliate, the request shall be submitted at or before the time the Participant's plan for the facility is submitted pursuant to Section 10.4. it shall be a condition to the granting of the requested Pool-Planned status for a generating unit or purchase that the share of the unit or purchase which the Participant proposes to make available for joint participation be at least a 25% share and that it be offered first to all other Participants on a fair and nondiscriminatory basis, before any offering is made to Non-Participants. The Policy Planning Committee shall review the Participant's proposal to determine its consistency with NEPOOL objectives and shall report the results of its review to the Management Committee. If the Management Committee determines, on the basis of the Policy Planning Committee's report and such other information as the Management Committee deems appropriate, that the proposal is consistent with NEPOOL objectives and that the Participant has made the offer of joint participation contemplated by this Section, if required, (whether or not such offer has been accepted by one or more other Participants), it shall designate the proposed generating unit or transmission facility as a Pool-Planned Facility, or shall designate the purchase as a Pool-Planned Purchase, as the case may be. Provided the Participant has offered at least 25% of the capacity to other Participants through joint ownership or unit contract participation, the Management Committee may not unreasonably withhold designation as a Pool-Planned Facility of a generating unit proposed to be constructed by one or more Participants in order to satisfy their anticipated Capability Responsibilities and/or to provide an appropriate mix of their generating capabilities if the needs of such Participants in these regards have not been satisfied from other units or facilities designated as Pool-Planned on a basis consistent with the following objectives: (a) Each Participant should have a reasonable opportunity to satisfy its load over some reasonable time period with a mix of generation reasonably comparable as to economics and types to that being developed for New England. (b) No Participant should be required to subject itself to an excessively disproportionate exposure to backup power costs or reserve obligations as a result of having to take any Entitlement which is excessively disproportionately large as compared to the Participant's size, or as the result, during any sustained period, of having to take a disproportionate portion of its capacity from immature units. (c) No Participant which has maintained an integrated system in the past should be required to impair the attractiveness of its securities in the capital markets by making unreasonably large capital investments in new generation or by becoming dependent upon other Participants for a substantially disproportionate amount of its System Capability. Section 6. Amendment of Section 15.33 Section 15.33 is amended to read as follows: 15.33 Pool-Planned Unit is one of the following units: New Haven Harbor Unit 1 (Coke Works), Mystic Unit 7, Canal Unit 2, Potter Unit 2, Wyman Unit 4, Stony Brook Units 1, lA, lB, lC, 2A and 2B, Millstone Unit 3, Seabrook Unit 1 and Waters River Unit 2 (to the extent of 7 megawatts of its Summer Capability and 12 megawatts of its Winter Capability). Section 7. Addition of New Section 15.33A The Agreement is amended by adding new Section 15.33A, as follows: 15.33A Pool-Planned Facility and Pool-Planned Purchase are, respectively, (a) (i) a generating unit or transmission facility designated as a "Pool-Planned Facility" pursuant to Section 11.1 or (ii) which was designated as a "Pool-Planned facility" pursuant to Section 10.1 prior to January 1, 1993, and (b) a purchase from a Non- Participant designated by the Management Committee as a "Pool-Planned Purchase" pursuant to Section 11.1; provided that a "Pool-Planned Purchase" will not be entitled to transfer rights under Section 13.2(c), but Section 13.2(c) shall continue to be effective as to existing and new purchases from Hydro-Quebec utilizing the HQ Interconnection. SECTION II EFFECTIVENESS OF AGREEMENT Following its execution by the requisite number of Participants, this Agreement, and the amendments provided for above shall become effective on September 30, 1993, or on such later date as the Federal Energy Regulatory Commission shall provide that such amendment shall become effective. SECTION III USAGE OF DEFINED TERMS The usage in this Agreement of terms which are defined in the NEPOOL Agreement shall be deemed to be in accordance with the definitions thereof in the NEPOOL Agreement. SECTION IV COUNTERPARTS This Agreement may be executed in any number of counterparts and each executed counterpart shall have the same force and effect as an original instrument and as if all the parties to all the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereof, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages. IN WITNESS WHEREOF, each of the signatories has caused a counterpart signature page to be executed by its duly authorized representative, as of the 1st day of June, 1993. COUNTERPART SIGNATURE PAGE TO THIRTIETH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT DATED AS OF JUNE 1, 1993 The NEPOOL Agreement, being dated as of September 1, 1971, and being previously amended by twenty-eight (28) amendments (with a pending twenty-ninth (29) amendment dated as of May 1, 1993), the most recent prior amendment which has become effective being an amendment dated as of September 15, 1992. THIRTY-FIRST AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT __________________________________ THIS AGREEMENT, dated as of the 1st day of July, 1995, is entered into by the signatory Participants for the amendment by them of the New England Power Pool Agreement dated as of September 1, 1971 (the "NEPOOL Agreement"), as previously amended by twenty-nine (29) amendments, the most recent of which was dated as of May 1, 1993, and as previously proposed to be amended by a thirtieth amendment dated as of June 1, 1993 which has been withdrawn. WHEREAS, Participants have not been permitted by the terms of the NEPOOL Agreement to make sales of energy to other Participants or Non-Participants while retaining for their own Capability Responsibility accounting purposes the Capability related to the energy resource, and therefore there has been no opportunity for energy transactions directly between Participants, or between Participants and Non-Participants, without the Participant seller's loss of Capability for Capability Responsibility accounting purposes; and WHEREAS, the requirement that power transactions include both Capability and energy has limited implementation of economic coordination transactions among Participants and between Participants and Non-Participants; and WHEREAS, the Participants desire to amend the NEPOOL Agreement to permit two types of transactions, No Capability Transactions and Energy Only Transactions, that transfer energy without affecting the Participant seller's Capability for Capability Responsibility accounting purposes. NOW THEREFORE, the signatory Participants hereby agree as follows: SECTION I The NEPOOL Agreement is amended by adding Attachment A hereto as a Supplement to, and part of, the NEPOOL Agreement. SECTION II EFFECTIVENESS OF AGREEMENT Following its execution by the requisite number of Participants, this Agreement, and the amendment adding the attached Supplement to the NEPOOL Agreement, shall become effective on October 1, 1995, or if the Federal Energy Regulatory Commission shall not permit such effective date, then this Agreement and the attached Supplement shall become effective on the first day of such later month as the Federal Energy Regulatory Commission shall provide. SECTION III USAGE OF DEFINED TERMS Except as otherwise provided in the attached Supplement, usage in this Agreement and the Supplement of terms which are defined in the NEPOOL Agreement shall be deemed to be in accordance with the definitions thereof in the NEPOOL Agreement. SECTION IV COUNTERPARTS This Agreement may be executed in any number of counterparts and each executed counterpart shall have the same force and effect as an original instrument and as if all the parties to all the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereof, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages. IN WITNESS WHEREOF, each of the signatory Participants have caused a counterpart signature page to be executed by its duly authorized representative, as of the 1st day of July, 1995. COUNTERPART SIGNATURE PAGE TO THIRTY-FIRST AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT DATED AS OF JULY 1, 1995 The NEPOOL Agreement, being dated as of September 1, 1971, and being previously amended by twenty-nine (29) amendments the most recent of which was dated as of May 1, 1993. __________________________________ (Participant) By: _____________________________ Name: Title: Address: THIRTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of September, 1995, is entered into by the signatory Participants for the amendment by them of the New England Power Pool Agreement dated as of September 1, 1971 (the "NEPOOL Agreement"), as previously amended by twenty-nine (29) amendments, the most recent of which was dated as of May 1, 1993; as previously proposed to be amended by a thirtieth amendment dated as of June 1, 1993 which has been withdrawn; and as proposed to be amended by a pending thirty-first amendment dated as of July 1, 1995. WHEREAS, the NEPOOL Review Committee has been reconstituted, in response to a general invitation issued in early 1995 by the NEPOOL Participants, to include representatives of independent power producers ("IPPs"), power marketers, power brokers, utility regulators, environmental groups and others, and the Committee is currently discussing a restructuring of NEPOOL in light of the emerging changes in the electric utility industry; WHEREAS, the NEPOOL Review Committee's January 1995 Phase One Report concluded as part of the NEPOOL restructuring that "NEPOOL membership should be open to a broad spectrum of entities"; WHEREAS, IPPs are permitted to become Participants under current NEPOOL provisions and the Participants are willing, consistent with the NEPOOL Review Committee's Phase One Report, to amend the NEPOOL Agreement also to permit power marketers and power brokers to become Participants; WHEREAS, as an interim step in the restructuring of NEPOOL the Participants are willing to amend the NEPOOL Agreement to permit power marketers and power brokers to become Participants now, even before the completion of the restructuring of NEPOOL, to facilitate their participation in bulk power transactions in New England and more directly in the day-to-day activities of NEPOOL; WHEREAS, certain New England utilities that have chosen so far not to become Participants have expressed their interest in amending language to the NEPOOL Agreement in order to make membership in NEPOOL more desirable to them; WHEREAS, the amendments proposed herein do not change the voting and governance provisions of the NEPOOL Agreement; WHEREAS, representatives of certain of the IPPs and power marketers have expressed in NEPOOL Review Committee discussions (1) the belief that any amendments to the NEPOOL Agreement designed to effect the restructuring of NEPOOL should be preceded by an amendment to the NEPOOL voting and governance structure so that IPPs and power marketers can participate fully and have a separate vote on all restructuring matters placed before the NEPOOL Executive Committee, (2) the concern that the interests of IPPs and power marketers may not be adequately addressed in the restructuring discussions in the NEPOOL Executive Committee during the interim period when the terms of NEPOOL restructuring are being discussed, and (3) the position that the issue of whether and, if so, how to amend the definition of the term "Entity" under Section 15.14 of the NEPOOL Agreement to include end-users should be addressed and resolved during the NEPOOL restructuring process; WHEREAS, during NEPOOL Review Committee discussions, various NEPOOL Participants have expressed (1) their belief that the NEPOOL voting and governance structure (a) should be fair, (b) should take into account the interests of all members and reflect votes that are appropriately weighted in relationship to each member's responsibilities and obligations (i.e. transmission, generation and/or load), and (c) should minimize the opportunities for gridlock, (2) their desire to involve substantively the IPPs, power marketers, power brokers, Federal and state regulators, and any other interested entities in the restructuring effort, but not to impede the operations of NEPOOL during the restructuring process, and (3) the desire first to assure the opportunity for broader membership by all entities transacting business in the wholesale bulk power market in New England before addressing whether and, if so, how to involve end- users in the Pool; WHEREAS, in order to address the IPPs' and power marketers' beliefs, concerns, positions, desires, and interests, the Participants have invited IPPs, power marketers, and power brokers that elect to become Participants after this Thirty- Second Agreement is effective to select a common representative to receive notice of all meetings of the NEPOOL Executive Committee, NEPOOL Operations Committee, and NEPOOL Policy Planning Committee and to attend those meetings and act as their common spokesperson at such meetings; WHEREAS, those IPPs and power marketers involved in the NEPOOL Review Committee effort which are listed in Attachment 1 to this Thirty-Second Agreement have provided the Participants assurances that these IPPs and power marketers support or do not oppose acceptance of this Thirty-Second Agreement by the Federal Energy Regulatory Commission (the "Commission"); WHEREAS, in reliance on and subject to the assurances of the IPPs and power marketers described in the preceding paragraph, the Participants, IPPs and power marketers participating in the NEPOOL Review Committee effort have agreed that governance and voting issues relative to IPPs and power marketers are among the priority issues identified in the NEPOOL Review Committee's Phase One Report and that they will continue to use their best efforts to resolve these issues expeditiously through the NEPOOL Review Committee; and WHEREAS, Participants, IPPs and power marketers have also agreed that the issue of whether and, if so, how to amend the NEPOOL Agreement to permit membership by those not eligible for NEPOOL membership after this Thirty-Second Agreement becomes effective should be addressed before completion of the NEPOOL restructuring process; NOW THEREFORE, the signatory Participants hereby agree as follows: SECTION 1 AMENDMENTS TO NEPOOL AGREEMENT 1. The definition of "Entity" in Section 15.14 of the NEPOOL Agreement, as heretofore amended, is amended to read as follows: Entity is any person or organization engaged in the electric utility business (the generation and/or transmission and/or distribution of electricity for consumption by the public, or the purchase, as principal or broker, of electric energy and/or capacity for resale at wholesale), whether the United States of America or Canada or a state or province or a political subdivision thereof or a duly established agency of any of them, a private corporation, a partnership, an individual, an electric cooperative or any other person or organization recognized in law as capable of owning property and contracting with respect thereto. No person or organization shall be deemed to be an Entity if the generation, transmission, or distribution of electricity by such person or organization is primarily conducted to provide electricity for consumption by such person or organization or an affiliated person or organization. 2. Section 5.15 of the NEPOOL Agreement, as heretofore amended, is amended to re-letter paragraph (h) as paragraph (i) and by inserting the following new paragraph (h) after present paragraph (g): (h) The Management Committee shall have the authority, at the time that it acts on an Entity's application pursuant to Section 1.2 to become a Participant, to waive, conditionally or unconditionally, compliance by such Entity with one or more of the obligations imposed by this Agreement if the Committee determines that such compliance would be unnecessary or inappropriate for such Entity and the waiver for such Entity will not impose an additional burden on other Participants. 3. Section 5.16 of the NEPOOL Agreement, as heretofore amended, is hereby amended to read as follows: Each member of the Management Committee or that member's designee shall be entitled to attend any meeting of the Executive Committee, Operations Committee, and Policy planning Committee and shall have a reasonable opportunity to express views on any matter to be acted upon at the meeting. SECTION II PARTICIPATION ON NEPOOL COMMITTEES The Participants that are the signatories to this Thirty- Second Agreement agree that they will cause their representatives to take action in the NEPOOL Executive Committee, the NEPOOL Operations Committee and the NEPOOL Policy Planning Committee to authorize the IPPs, power marketers and power brokers that become Participants (collectively, such IPPs, power marketers, and power brokers are hereinafter referred to as "non-utility Participants") to designate as a group after this Thirty-Second Agreement becomes effective, a non-voting representative for each of the NEPOOL Executive Committee, NEPOOL Operations Committee, and NEPOOL Policy Planning Committee. The right to designate such representatives to the NEPOOL Executive Committee, NEPOOL Operations Committee, and NEPOOL Policy Planning Committee shall be in addition to, and not in lieu of, such non-utility Participants' rights under the existing provisions of the NEPOOL Agreement to be represented by members on the NEPOOL Operations Committee and NEPOOL Policy Planning Committee. If the non- utility Participants designate a representative for the NEPOOL Executive Committee, NEPOOL Operations Committee or NEPOOL Policy Planning Committee, that representative shall be treated as if he or she were a member of that Committee for purposes of notice of and participation in Committee meetings, but shall not be entitled to vote, and shall not be deemed a member of the Committee for purposes of determining the number of votes required for Committee action. SECTION III EFFECTIVENESS OF THE THIRTY-SECOND AGREEMENT This Thirty-Second Agreement, and the amendments provided for above, shall become effective on November 15, 1995, or on such other date as the Federal Energy Regulatory Commission shall provide that such amendments shall become effective. SECTION IV USAGE OF DEFINED TERMS The usage in this Thirty-Second Agreement of terms which are defined in the NEPOOL Agreement shall be deemed to be in accordance with the definitions thereof in the NEPOOL Agreement. SECTION V COUNTERPARTS This Thirty-Second Agreement may be executed in any number of counterparts and each executed counterpart shall have the same force and effect as an original instrument and as if all the parties to all the counterparts had signed the same instrument. Any signature page of this Thirty-Second Agreement may be detached from any counterpart of this Thirty-Second Agreement without impairing the legal effect of any signatures thereof, and may be attached to another counterpart of this Thirty-Second Agreement identical in form thereto but having attached to it one or more signature pages. IN WITNESS WHEREOF, each of the signatories has caused a counterpart signature page to be executed by its duly authorized representative, as of the 1st day of September, 1995. COUNTERPART SIGNATURE PAGE TO THIRTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT DATED AS OF SEPTEMBER 1, 1995 The NEPOOL Agreement, being dated as of September 1, 1971, and being previously amended by twenty-nine (29) amendments the most recent of which was dated as of May 1, 1995, and as proposed to be amended by a pending amendment dated as of July 1, 1995 ______________________________ (Participant) By: __________________________ Name: Title: Address: APPENDIX 1 The following independent power producers and power marketers who are participating in the work of the NEPOOL Review Committee have provided the Participants assurances that they support or do not oppose acceptance of the foregoing Agreement by the Federal Energy Regulatory Commission: Enron Power Marketing, Inc. Coastal Electric Services Corp. North American Energy Conservation, Inc. KCS Power Marketing, Inc. Electric Clearing House, Inc. EX-10 9 NEES EXHIBIT (10)(M) EXHIBIT (10)(m) NEW ENGLAND ELECTRIC COMPANIES' DEFERRED COMPENSATION PLAN Executed June 15-18, 1979 Amended October 12, 1982 Amended July 31, 1984 Amended May 13, 1985 Amended December 8, 1986 Amended November 24, 1992 Amended January 1, 1995 TABLE OF CONTENTS ----------------- Page ---- I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . .1 II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .1 2.01 Account Balance. . . . . . . . . . . . . . . . . . .1 2.02 Actuarial Value. . . . . . . . . . . . . . . . . . .2 2.03 Beneficial Owner . . . . . . . . . . . . . . . . . .2 2.04 Beneficiary. . . . . . . . . . . . . . . . . . . . .2 2.05 Benefits Committee . . . . . . . . . . . . . . . . .2 2.06 Board. . . . . . . . . . . . . . . . . . . . . . . .2 2.07 Change in Control. . . . . . . . . . . . . . . . . .2 2.08 Compensation . . . . . . . . . . . . . . . . . . . .3 2.09 Compensation Committee . . . . . . . . . . . . . . .4 2.10 Deferred Compensation. . . . . . . . . . . . . . . .4 2.11 Deferred Compensation Account. . . . . . . . . . . .4 2.12 Deferral Plan. . . . . . . . . . . . . . . . . . . .4 2.13 Deferral Period. . . . . . . . . . . . . . . . . . .4 2.14 Deferral Unit. . . . . . . . . . . . . . . . . . . .5 2.15 Employer . . . . . . . . . . . . . . . . . . . . . .5 2.16 Employer Outlay. . . . . . . . . . . . . . . . . . .5 2.17 Executive Officers . . . . . . . . . . . . . . . . .6 2.18 Incentive Compensation . . . . . . . . . . . . . . .6 2.19 Incentive Plan . . . . . . . . . . . . . . . . . . .6 2.20 Insurance Eligible Account . . . . . . . . . . . . .6 2.21 Interest . . . . . . . . . . . . . . . . . . . . . .6 2.22 A Major Transaction. . . . . . . . . . . . . . . . .6 2.23 New England Electric System. . . . . . . . . . . . .8 2.24 Option I Deferral. . . . . . . . . . . . . . . . . .8 2.25 Option II Deferral . . . . . . . . . . . . . . . . .8 2.26 Participant. . . . . . . . . . . . . . . . . . . . .8 2.27 Person . . . . . . . . . . . . . . . . . . . . . . .9 2.28 Plan Year. . . . . . . . . . . . . . . . . . . . . .9 2.29 Occupation . . . . . . . . . . . . . . . . . . . . .9 2.30 Qualified Plan . . . . . . . . . . . . . . . . . . .9 2.31 Retirement . . . . . . . . . . . . . . . . . . . . 10 2.32 Subsidiary . . . . . . . . . . . . . . . . . . . . 10 2.33 Termination of Service . . . . . . . . . . . . . . 10 2.34 Totally Disabled . . . . . . . . . . . . . . . . . 11 2.35 Waiting Period . . . . . . . . . . . . . . . . . . 11 III. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . 11 3.01 Benefits Committee . . . . . . . . . . . . . . . . 11 3.02 Liability for Acts . . . . . . . . . . . . . . . . 11 3.03 Minors, Etc. . . . . . . . . . . . . . . . . . . . 12 3.04 Proof. . . . . . . . . . . . . . . . . . . . . . . 12 3.05 Denied Claims. . . . . . . . . . . . . . . . . . . 12 3.06 Participant List . . . . . . . . . . . . . . . . . 14 TABLE OF CONTENTS (continued) ----------------- IV. OPERATION OF THE PLAN . . . . . . . . . . . . . . . . . . 14 4.01 Deferral Election. . . . . . . . . . . . . . . . . 14 4.02 Time of Election . . . . . . . . . . . . . . . . . 15 4.03 Deferred Compensation Accounts . . . . . . . . . . 16 A. Interest Credited. . . . . . . . . . . . . 16 B. Deferral Units . . . . . . . . . . . . . . 17 C. No Further Deferral Units. . . . . . . . . 18 4.04 Cancellation of Deferral Units . . . . . . . . . . 19 4.05 Account Balance Benefits . . . . . . . . . . . . . 19 A. Normal Form. . . . . . . . . . . . . . . . 20 B. Death Benefit. . . . . . . . . . . . . . . 20 C. Inactive Accounts. . . . . . . . . . . . . 20 D. Acceleration of Payments . . . . . . . . . 20 4.06 Deferral Unit Benefits . . . . . . . . . . . . . . 21 A. Death Benefit. . . . . . . . . . . . . . . 21 B. Disability . . . . . . . . . . . . . . . . 23 C. Retirement Income. . . . . . . . . . . . . 23 D. Split-Dollar Option. . . . . . . . . . . . 24 E. Conversion . . . . . . . . . . . . . . . . 26 F. Limitations on Benefits. . . . . . . . . . 26 G. Lump Sum Payments. . . . . . . . . . . . . 27 4.07 Hardship Payments. . . . . . . . . . . . . . . . . 27 4.08 No Segregation of Assets . . . . . . . . . . . . . 28 4.09 Dissolution or Merger of Employer. . . . . . . . . 28 4.10 Failure of Payments. . . . . . . . . . . . . . . . 29 4.11 Participant Cooperation. . . . . . . . . . . . . . 30 V. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . . . . 30 5.01 Right to Amend or Terminate. . . . . . . . . . . . 30 5.02 Annual Report. . . . . . . . . . . . . . . . . . . 31 VI. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . 31 6.01 Nonalienation of Benefits. . . . . . . . . . . . . 31 6.02 No Implied Rights. . . . . . . . . . . . . . . . . 32 6.03 Effectuation of Interest . . . . . . . . . . . . . 32 6.04 Copy of Plan . . . . . . . . . . . . . . . . . . . 32 6.05 Headings . . . . . . . . . . . . . . . . . . . . . 32 6.06 Gender and Number. . . . . . . . . . . . . . . . . 33 6.07 Separability . . . . . . . . . . . . . . . . . . . 33 6.08 Applicability. . . . . . . . . . . . . . . . . . . 33 6.09 Governing Law. . . . . . . . . . . . . . . . . . . 33 6.10 Effective Date . . . . . . . . . . . . . . . . . . 33 SIGNATURE NEW ENGLAND ELECTRIC COMPANIES' DEFERRED COMPENSATION PLAN --------------------------- I. PURPOSE ------- The purpose of the Deferral Plan (the Plan) is to enable executives to better plan the timing of receipt of income by deferring cash compensation, in accordance with federal tax statutes. The Plan was first executed in June of 1979, and has been amended on several occasions since.. II. DEFINITIONS ----------- 2.01 Account Balance means the amount deferred by the Participant and Interest thereon, all as provided in Subsection 4.03(A), less any payments or reductions made in accordance with Sections 4.04 and 4.07. 2.02 Actuarial Value will be established using the most recent assumptions established by the Benefits Committee for the Qualified Plan. 2.03 Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934. 2.04 Beneficiary means any person designated in writing by a Participant (which designation may be changed from time to time) to receive benefits under the Plan payable upon death of the Participant. Unless otherwise designated, the Beneficiary will be the beneficiary under the Qualified Plan. 2.05 Benefits Committee means the Benefits Committee established in accordance with the Qualified Plan. 2.06 Board means the Board of Directors of New England Electric System. 2.07 Change in Control occurs when the conditions set forth in either of the following paragraphs shall have been satisfied: (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (b) during any period of not more than two consecutive years after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (i) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two- thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board. 2.08 Compensation means (a) the monthly base pay (including any amount deferred hereunder) of a Participant, (b) any Incentive Compensation, (c) any bonuses established for those officers of New England Electric System who would have been eligible to participate in the Incentive Plan if they had not been required to provide advice in connection with the administration thereof, and (d) any other bonuses specifically designated by the Employer at the time of the award as being deferred under the terms of this Plan. 2.09 Compensation Committee means the Compensation Committee of the Board. 2.10 Deferred Compensation means the Compensation of a Participant deferred in accordance with the terms of this Plan. 2.11 Deferred Compensation Account means the special memorandum account established for a Participant on the books of his Employer pursuant to Section 4.03. 2.12 Deferral Plan means the provisions of New England Electric Companies' Deferred Compensation Plan as in effect prior to May 3, 1985. 2.13 Deferral Period means a four consecutive year period over which a Participant has elected to defer a minimum of $5,000 under Deferral Option II, commencing with the date on which the related Deferral Unit was established. 2.14 Deferral Unit means an investment unit established as provided in Subsection 4.03(B). 2.15 Employer is the company within the New England Electric System holding company system which pays the base pay or director's fees of the Participant. 2.16 Employer Outlay with respect to a Deferral Unit is equal to the result of (a) plus (b) plus (c) less (d) below, all accumulated at 6% per annum: (a) the first four premiums on the related insurance policy multiplied by the Employers' tax rate at the time of payment; (b) interest paid by the Employer on policy loans, multiplied by one minus the Employers' marginal tax rate at the time of payment, less borrowings from the policy, if any, made to reimburse the Employer therefor; (c) benefits paid under the Plan to the Participant by the Employer, multiplied by one minus the Employers' marginal tax rate at the time of payment, less borrowings from the policy, if any, made to reimburse the Employer therefor; (d) any other amounts borrowed by the Employer from the policy except amounts borrowed to pay premiums. 2.17 Executive Officers means the Chairman, any Vice Chairman, the President, any Vice President, the Treasurer, and the Secretary of the New England Electric System. 2.18 Incentive Compensation means awards made under the Incentive Plan. 2.19 Incentive Plan means the New England Electric Companies Incentive Compensation Plan. 2.20 Insurance Eligible Account means the Deferred Compensation Account of an individual who is qualified for life insurance on the date of establishment of the Deferral Unit in question. 2.21 Interest means the factor described in Subsection 4.03(A). 2.22 A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 2.23 New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 2.24 Option I Deferral means any deferral except one made in accordance with Subsection 4.01(B). If a Participant is combining an election under Subsection 4.01(A) with an election under 4.01(B), the excess of the 4.01(A) deferral over the 4.01(B) deferral will be treated as an Option I Deferral. 2.25 Option II Deferral means a deferral made in accordance with Subsection 4.01(B). 2.26 Participant means: (a) Executive officers; (b) other participants in the Incentive Plan; and (c) other employees of the New England Electric companies who are in a position to make significant contributions to the longer term financial objectives of the New England Electric System and whose participation in this Plan is authorized by the Compensation Committee. 2.27 Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 2.28 Plan Year means a calendar year. 2.29 Occupation means, during the first 24 months of total disability, the Participant's occupation at the time the disability began. After that period, Occupation means any occupation for which the Participant is or becomes reasonably fitted by education, training, or experience. 2.30 Qualified Plan means the New England Electric System Companies' Final Average Pay Pension Plan I. 2.31 Retirement means the date on which a Participant commences receiving retirement income payments under this Plan. Such payment will normally commence on the first business day of the month after which the Participant reaches age 70 1/2; however, a Participant may, at any time on or after Termination of Service, apply in writing to the Benefits Committee for approval of an earlier commencement. The decision whether to allow such earlier commencement shall be in the sole discretion of the Benefits Committee. Retirement under this Plan is not contingent upon retirement under the Qualified Plan or any other plan maintained by the Employer. 2.32 Subsidiary means a company five per centum or more of whose outstanding voting securities are owned, controlled, or held with power to vote, directly or indirectly, by New England Electric System or any subsidiary thereof. 2.33 Termination of Service shall occur when the Participant is neither (i) employed by a Subsidiary nor (ii) a member of the board of directors of New England Electric System or any Subsidiary. 2.34 Totally Disabled means the Participant is in a condition that totally and continuously prevents him, for at least 180 consecutive days, from engaging in an occupation for compensation or profit. 2.35 Waiting Period means 180 days after the Participant becomes Totally Disabled. III. ADMINISTRATION -------------- 3.01 Benefits Committee. This Plan shall be administered by the Benefits Committee, and interpretations of the Plan by the Benefits Committee shall be final and binding on all parties. 3.02 Liability for Acts. Neither the Compensation Committee, the Benefits Committee, nor the Employers, nor the members, officers, directors, agents, or employees of any of the foregoing shall be liable for any error of omission or commission unless such error results from its, his, or her own gross negligence, willful misconduct, or lack of good faith; nor shall any such party be liable for any act of gross negligence, willful misconduct, or lack of good faith of any other such party. 3.03 Minors, Etc. If a minor, person declared incompetent, or person incapable of handling the disposition of his property is entitled to receive a benefit, make an application, or make an election hereunder, the Benefits Committee may direct that such benefits be paid to, or such application or election be made by, the guardian, legal representative, or person having the care and custody of such minor, incompetent, or incapable person. Any payment made, application allowed, or election implemented in accordance with this Section shall completely discharge the Plan, the Compensation Committee, and the Benefits Committee from all liability with respect thereto. 3.04 Proof. The Benefits Committee may require proof of the death, total disability, incompetency, minority, or incapacity of any Participant or Beneficiary, and of the right of a person to receive any benefit or make any application or election. 3.05 Denied Claims. The procedures when a claim under this Plan is denied are as follows: (A) The Benefits Committee shall: (i) notify the claimant within a reasonable time of such denial, setting forth the specific reasons therefor; and (ii) afford the claimant a reasonable opportunity for a review of the decision. (B) The notice of such denial shall set forth, in addition to the specific reasons for the denial, the following: (i) identification of pertinent provisions of this Plan; (ii) such additional information as may be relevant to denial of claim; and (iii) an explanation of the claims review procedure; and advice that the claimant may request an opportunity to submit a statement of issues and comments. (C) Within sixty days following advice of denial of a claim, upon request made by the claimant, the Benefits Committee shall take appropriate steps to review its decision in light of any further information or comments submitted by the claimant. The Benefits Committee may hold a hearing at which the claimant may present the basis of any claim for review. (D) The Benefits Committee shall render a decision within a reasonable time (not in excess of 120 days) after the claimant's request for review and shall advise the claimant in writing of its decision, specifying the reasons and identifying the appropriate provisions of this Plan. (E) The Benefits Committee shall report to the Compensation Committee any denials of claims, requests for review, and actions taken in response to such requests. The Compensation Committee may review such denials and actions and may affirm, modify, or reverse same. 3.06 Participant List. The Chief Executive Officer shall be responsible for maintaining an up-to-date list of the Participants with copies to Compensation Committee and Benefits Committee members. IV. OPERATION OF THE PLAN 4.01 Deferral Election. A Participant may elect to defer compensation as follows: (A) A Participant may elect to have his 2.05(a) Compensation (excluding any increase thereof after the commencement of the year) reduced by any percentage - not exceeding 15 percent.(*) (B) A Participant may elect to have his 2.05(a) Compensation reduced by a fixed dollar amount of at least $5,000 per Plan year for a period of four consecutive years - not exceeding 15%.(*) _____________________ (*) If Subsection 4.01(A) and 4.01(B) elections are combined, the deferral shall be for the greater of the two amounts, but not in excess of 15 percent of the Participant's 2.04(a) Compensation at the time the election is made. (C) A Participant may elect to defer any percentage of any increase, not yet then effective, in his 2.05(a) Compensation over that for the preceding December. (D) A Participant may elect to defer any percentage or dollar amount of his Incentive Compensation. (E) A Participant may elect to defer any percentage or dollar amount of his 2.05(c) Compensation. These elections are not exclusive and a Participant may elect one, or any combination thereof. 4.02 Time of Election. Elections for deferrals under Subsections 4.01(A), (B), and (C) shall be made prior to commencement of the Plan Year in which the Compensation is to be earned. Elections for deferrals under Subsections 4.01(D) and (E) shall be made prior to the Plan Year, the performance in which is rewarded by the Incentive Compensation or bonus. If any individual becomes a Participant or qualifies for a new form of bonus during a Plan Year, he may, at that time, elect prior to receipt of the 2.05(a) Compensation or award of the 2.05(b) or (c) bonus to defer Compensation received or earned in that or a succeeding Plan Year. An election once made shall be effective for each succeeding year until a superseding election is made or until it is cancelled. Option II Deferrals can not be superseded during the related Deferral Period other than as provided in Sections 4.04 and 4.07. For Option II Deferrals, after completion of the related Deferral Period, a new Deferral Period and a new Deferral Unit will commence for the same fixed amount. Any superseding election shall be effective for each Plan Year subsequent to the year in which it was made. 4.03 Deferred Compensation Accounts. The Deferred Compensation Account for each Participant shall continue to reflect amounts deferred under the prior provisions of the Incentive Plan and the Deferral Plan. The Deferred Compensation Account for each Participant shall be credited with an amount of Deferred Compensation as of the date the equivalent cash payment would otherwise have been made. A. Interest Credited. All Deferred Compensation Accounts shall be increased by a factor (the Interest) as follows: As of the last day of each Plan Year, the Employer shall credit to each such Deferred Compensation Account interest on the balance in such account computed with regard to the amount of time during the Plan Year that such amount has been credited to such account. The rate of interest shall be the twelve-month average for the Plan Year of the monthly base rates on prime corporate loans at the principal office of The First National Bank of Boston in effect on the last day of each month. B. Deferral Units. All Deferred Compensation Accounts which are Insurance Eligible shall have Deferral Units credited to them as follows: When, on the first day of January, April, July, or October, the Account Balance is $17,500 or more (exclusive of Option II Deferrals and prior Deferral Units) the Employer shall designate a life insurance policy on the life of the Participant that shall serve as a measure of the Employer's obligation to pay deferred compensation to such Participant under this Plan. For this purpose it shall be assumed that the entire amount of the Account available on such date is applied toward the premium required by such policy. The Employer may actually purchase such policy but shall not be required to do so. If a policy is purchased by the Employer neither the Participant whose life is insured nor his Beneficiary shall own any interest whatever in such policy. The Employer shall have the right, without the Participant's consent, at any time and from time to time, to obtain a loan against the policy from the issuer or to effect a collateral assignment of its interest in the policy to any other party. The Employer may not, however, obtain loans against any policy for which a split-dollar option is in effect, if such loans would cause the amount representing the interest of the Participant to be reduced. Neither any failure, insolvency, bankruptcy, nor liquidation of an insurance company whose policy is used as a measure nor any failure of payment on, or failure, insolvency, bankruptcy, or liquidation of the insurance company issuing, any insurance purchased by the Employer shall excuse the Employer or New England Electric System from its obligations hereunder. References in this Plan to insurance policies, for example, in Section 2.13, may be satisfied by calculations as to the effect which hypothetical transactions in the designated insurance policies would produce. For administrative convenience the Employer may establish multiple Deferral Units - with multiple insurance policies - for a Participant's deferrals under the prior provisions of the Incentive Plan and the Deferral Plan. Each Option II Deferral shall constitute a Deferral Unit. The Employer shall designate a life insurance policy on the life of the Participant, the annual premium to be equal to the fixed amount committed for each year of the Deferral Period. Each Deferral Unit will provide death benefits, retirement income, and disability income as described in Section 4.06. C. No Further Deferral Units. No Deferral Unit will be established after October 2, 1986. 4.04 Cancellation of Deferral Units. Prior to Retirement, a Participant who has Deferral Units may apply in writing to the Benefits Committee for cancellation of some or all of his Deferral Units. The decision to allow such cancellation shall be in the sole discretion of the Benefits Committee. At Retirement the Participant's Account Balance shall be reduced by the amount of that portion of the Account Balance related to uncancelled Deferral Units. Any Option II Deferral Unit for which the Deferral Period has not been completed at the Termination of Service will be cancelled; however, the Participant will retain the related portion of the Account Balance. Any Option II Deferral Unit for which the Deferral Period has not been completed at the time the Participant becomes Totally Disabled and is no longer receiving 2.05(a) Compensation shall be continued in force; however, if the Participant has converted the disability benefits thereof in accordance with Subsection 4.06(E), the benefits associated with said Unit will be reduced to the same proportion as the related Compensation deferred by the Participant bears to $20,000. 4.05 Account Balance Benefits. Payments of the portion of the Account Balance not related to uncancelled Deferral Units shall be as follows: A. Normal Form. A Participant's full Account Balance not related to uncancelled Deferral Units shall be paid to him in a lump sum on Retirement; provided, however, the Account Balance related to deferrals made after October 2, 1986, shall be paid in ten annual payments commencing at Retirement. A Participant may, at any time on or after Termination of Service, apply in writing to the Benefits Committee for approval of acceleration of this payment or any portion thereof. The decision whether to allow such acceleration shall be in the sole discretion of the Benefits Committee. B. Death Benefit. Upon the death of a Participant any portion of the Account Balance not related to uncancelled Deferral Units shall be paid, as soon as practicable, in a lump sum to the Participant's Beneficiary. C. Inactive Accounts. A Participant's full Account Balance not related to uncancelled Deferral Units shall be paid to him in a lump sum as soon as practicable after January 2, 1987, if he does not have an effective deferral election, other than for an Option II Deferral, on said date. D. Acceleration of Payments. A Participant may, at any time after either a Change in Control or a Major Transaction, and when the Participant has had a Termination of Employment, either before or after such event, require the acceleration of payments under subsection 4.05(A). 4.06 Deferral Unit Benefits. Benefits for uncancelled Deferral Units will be as follows: A. Death Benefit. A death benefit, as described below, will be paid to the Participant's Beneficiary. If the Participant dies prior to Retirement, his Beneficiary will be paid a lump sum equal to the greater of (i) the death benefit of the insurance policy (net of loans) less the Employer Outlay, divided by one minus the Employers' marginal tax rate at the time of payment or (ii) that portion of the Account Balance relating to the Deferral Unit. If the Participant dies after Retirement, his Beneficiary will be paid a lump sum equal to the death benefit of the insurance policy (net of loans) less the Employer Outlay, divided by one minus the Employers' tax rate at the time of payment. B. Disability. A Participant who prior to age 60 becomes Totally Disabled for 180 days or more will be paid during the continuation of such disability until Retirement or age 65, whichever comes first, a monthly benefit commencing in the month following the Waiting Period. For an Option I Deferral Unit the monthly disability benefit will be equal to 2.25% of the initial amount of the Deferral Unit divided by one minus the Employer's marginal tax rate at the time of payment. For an Option II Deferral Unit the monthly disability benefit will be equal to one-twelfth of the initial amount (first deferral) of the Deferral Unit divided by one minus the Employer's marginal tax rate at the time of payment. C. Retirement Income. Annual payments will be made for the lifetime of the Participant beginning on his Retirement. On or before Retirement a Participant may elect for all of his Deferral Units one of the following: (i) a level annual retirement income payment; or (ii) an annually increasing retirement income payment. The Benefits Committee will, from time to time, establish the rate of increase, if any, for such payments, after consideration of the investment performance of the insurance policy and the Employers' then tax rate. Under either election there will be a lump sum death benefit to the Beneficiary. The respective combinations of the retirement income election selected and the death benefit provided under Subsection 4.06(A) shall produce actuarially equivalent amounts. The level retirement payment - and the initial payment for an increasing retirement payment - will be based upon the initial amount of the Deferral Unit with reference to an investment index (not less than Interest). The Benefits Committee will determine the investment index for each Deferral Unit when established. The retirement income payments for a Deferral Unit may not commence until at least 48 months after the establishment of that Deferral Unit. D. Split-Dollar Option. If in fact a life insurance policy has been purchased on the life of a Participant, that Participant may, in accordance with such procedures as may be approved by the Chairman of the Benefits Committee, elect a split-dollar option to be effective until Termination of Service. The Employer shall endorse to the Participant the right under the policy (until Termination of Service) to designate a beneficiary for that portion of the policy equal to the death benefit of the policy (net of loans) less the Employer Outlay reduced as provided in Section 4.04, if applicable. The Employer will promptly pay all premiums on the policy when due. The Participant shall pay to the Employer, within fifteen days prior to the date each premium is due, an amount equal to the value, for Federal income tax purposes, of the "economic benefit" of the life insurance protection he then enjoys. The Participant shall have the right to make an absolute assignment of his entire interest, or any portion thereof, under the policy at any time to any person or persons. Upon delivery of a signed copy of such assignment to the Employer, all, or such portion, of the rights, obligations, and duties of the Participant under this Subsection 4.06(D) shall pass to and be binding upon such assignee (including the right to make further assignments) and the Participant shall have no further interest whatsoever in the policy, or such portions. In the event the Participant fails to pay to the Employer an amount equal to the "economic benefit," the Participant's right to designate a beneficiary for the policy shall terminate and the obligations of the Employer under this subsection 4.06(D) shall cease. The Participant will, however, have the same rights under the Plan as he would have had had he not elected the split-dollar option. No other death benefits will be payable under the affected Deferral Unit and the affected Deferral Unit is not subject to cancellation in accordance with Section 4.04, until Termination of Service. E. Conversion. Prior to age 60, a Participant may, consistent with such procedures as may be approved by the Chairman of the Benefits Committee, waive the disability benefits provided in Subsection 4.06(B) on a Deferral Unit by Deferral Unit basis in return for an increase in the death benefits provided in Subsection 4.06(A). F. Limitations on Benefits. In the event of the Participant's suicide during the first 24 months after the establishment of a Deferral Unit or if the Participant makes any material misstatement of information or nondisclosure of medical history, the Benefits Committee may in its sole discretion cancel the affected Deferral Unit; however, the Participant will retain that portion of the Account Balance related thereto. G. Lump Sum Payments. A Participant may, at any time after either a Change in Control or a Major Transaction, and when the Participant has had a Termination of Employment, either before or after such event, elect to receive, in lieu of any future benefits hereunder, a lump sum payment equal to the Actuarial Value of the maximum value of said future benefits, less 10%. 4.07 Hardship Payments. Prior to a Participant's Termination of Service, the Benefits Committee shall have the power and discretion to make a payment to such Participant from his Deferred Compensation Account at any time if the Benefits Committee determines that the Participant is suffering from a serious financial emergency resulting from circumstances beyond the Participant's control which would cause a hardship to the Participant unless such payment was made. Payments will be made first from any amounts not in Deferral Units, second from any amounts in Option II Deferral Units for which the Deferral Period is not yet complete, and third from other Deferral Units. Benefits otherwise payable from a partially liquidated Deferral Unit shall then be actuarially adjusted for the payment made. No payments will be made on account of Deferral Units for which a split-dollar option has been elected under Subsection 4.06(D). Any such hardship payment will be in a lump sum and will not exceed the lesser of (i) the amount necessary to satisfy the hardship situation or (ii) the Account Balance. 4.08 No Segregation of Assets. The Employer shall not be required to set aside or segregate any assets of any kind to meet any obligations under this Plan. All obligations of the Employer shall be reflected by bookkeeping entries only. The Participants shall have no rights under this Plan to any specific assets of the Employer and ownership of any insurance policies relating to Deferral Units shall remain with the Employer. The rights of the Participants under this Plan shall be those of a general, unsecured creditor of the Employer. Except as provided in Subsection 4.06(D) a Participant shall not have the right to commute, sell, assign, transfer, or otherwise convey the right to receive any payments under this Plan, which payments and the right thereto shall be nonassignable and nontransferable, whether voluntarily or involuntarily. 4.09 Dissolution or Merger of Employer. In the event of dissolution, liquidation, or winding up of the business of the Employer, whether voluntary or involuntary, the Account Balance (exclusive of that portion associated with Deferral Units) shall be paid, at the time of such event, in a lump sum to the Participant and policies equivalent to Deferral Units shall be purchased for and/or assigned to the Participant. In the event of merger or consolidation of the Employer into another entity, the Account Balance (exclusive of that portion associated with Deferral Units) shall be paid, at the time of such event, in a lump sum to the Participant and policies equivalent to those relating to Deferral Units shall be purchased for and/or assigned to the Participant unless the Compensation Committee determines that the Participant's rights under the Plan continue after such merger or consolidation. 4.10 Failure of Payments. Any provision of this Plan to the contrary notwithstanding, if (i) an Employer shall fail to make any payment to any Participant when due under this Plan or (ii) any employer or company shall fail to make any payments to any Participant due under either of the New England Electric Companies' Executive Supplemental Retirement Plan or the New England Electric System Companies Retirement Supplement Plan, each Participant will be paid immediately as a lump sum his full Account Balance (exclusive of that portion associated with Deferral Units) and policies equivalent to those relating to Deferral Units shall be purchased for and/or assigned to the Participant. If any employer or company shall, in good faith, contest a claim by a participant under this Plan or any of the other above-listed plans, the failure to make the contested payment or payments shall not, for the purpose of this paragraph, be a failure to make a payment. If the Employer does not make the aforesaid payment or assign the insurance policies, New England Electric System will make the payment and/or purchase and assign equivalent insurance policies for the account of the Employer. 4.11 Participant Cooperation. The Participant for whom a Deferral Unit is or may be established is expected to cooperate with the Employer by furnishing any and all information requested by the Employer, taking such physical examinations as the Employer may deem necessary, and taking such other actions as may be requested by the Employer. If a Participant declines to cooperate, he shall have no right thereafter to defer any Compensation hereunder. V. AMENDMENT OR TERMINATION ------------------------ 5.01 Right to Amend or Terminate. The Compensation Committee may amend or terminate this Plan at any time; provided, however, that no such action shall affect any right or obligation with respect to any Compensation previously earned; provided, further, that, if the Compensation Committee, in its sole discretion, determines that (a) changes in Federal income tax statutes, rules, or regulations, (b) changes in the Federal tax rate paid by the Employers, or (c) the application or potential application to the Plan of Section 406 of Title I of the Employee Retirement Income Security Act of 1974 make it advisable, existing Deferral Units may be modified or canceled; and provided further, no amendment or discontinuance in any manner adverse to a Participant with respect to benefit formula or optional form of payment may be made for three years following a Change in Control or a Major Transaction. No such modification or cancellation shall affect any Participant's Account Balance. No such modification may reduce the then established retirement income or death benefit of a Participant who has had a Termination of Service, but it may reduce or eliminate any subsequent increases in either or both. 5.02 Annual Report. The Chairman of the Benefits Committee shall annually prepare a report to the Compensation Committee of any changes in Federal income tax statutes, rules, or regulations and the Federal income tax rate paid by the Employers insofar as they may impact the operation of this Plan. VI. GENERAL PROVISIONS - -------------- 6.01 Nonalienation of Benefits. To the fullest extent permitted by law, no benefit under this Plan, nor any other interest hereunder of any Participant or Beneficiary, may be assigned or alienated. 6.02 No Implied Rights. Neither this Plan nor the making of payments or purchases of insurance by an Employer shall be construed to create any obligation upon an Employer to continue the Plan or to continue purchases of insurance or to give any present or future employee any right to continued employment. 6.03 Effectuation of Interest. In the event it should become impossible for the Employers, the Compensation Committee, or the Benefits Committee to perform any act required by the Plan, the Employers, the Compensation Committee, or the Benefits Committee may perform such other act as it in good faith determines will most nearly carry out the intent and purpose of the Plan. 6.04 Copy of Plan. An executed copy of the Plan shall be available for inspection by Participants or other persons entitled to benefits under the Plan at reasonable times at the Personnel Offices of the Employers. 6.05 Headings. The headings of articles and sections of the Plan are for convenience of reference only. 6.06 Gender and Number. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine; and such words as "herein", "hereinafter", "hereof", and "hereunder" shall refer to this instrument as a whole and not merely to the subdivision in which such words appear. 6.07 Separability. If any term or provision of this Plan, as presently in effect or as amended from time to time, or the application thereof to any payments or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Plan and the application of such term or provision to payments or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term or provision of this Plan shall be valid and enforced to the fullest extent permitted by law. 6.08 Applicability. All provisions of this Plan shall be uniformly applicable to all Participants. 6.09 Governing Law. Except as otherwise required by law, this Plan and all matters arising thereunder shall be governed by the laws of The Commonwealth of Massachusetts. 6.10 Effective Date. This Amendment shall be effective January 1, 1995. Dated: s/George M. Sage __________________________________ Chairman Pursuant to Vote of November 22, 1994, of the Compensation Committee EX-10 10 NEES EXHIBIT (10)(N) EXHIBIT(10)(n) NEW ENGLAND ELECTRIC SYSTEM COMPANIES RETIREMENT SUPPLEMENT PLAN Executed November 1, 1979 Amended October 12, 1982 November 23, 1982 June 21, 1984 May 27, 1986 April 1, 1991 September 1, 1993 January 1, 1995 December 1, 1995 TABLE OF CONTENTS ----------------- Page ---- Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1 1. Actuarial Value . . . . . . . . . . . . . . . . . .1 2. Adjusted Benefit. . . . . . . . . . . . . . . . . .1 3. Adjustment. . . . . . . . . . . . . . . . . . . . .1 4. Adjustment Factor . . . . . . . . . . . . . . . . .2 5. Basic Benefit . . . . . . . . . . . . . . . . . . .2 6. Beneficial Owner. . . . . . . . . . . . . . . . . .2 7. Board . . . . . . . . . . . . . . . . . . . . . . .2 8. Change in Control . . . . . . . . . . . . . . . . .3 9. Committee . . . . . . . . . . . . . . . . . . . . .4 10. Company . . . . . . . . . . . . . . . . . . . . . .4 11. Initial Adjusted Benefit. . . . . . . . . . . . . .4 12. A Major Transaction . . . . . . . . . . . . . . . .4 13. New England Electric System . . . . . . . . . . . .6 14. Participant . . . . . . . . . . . . . . . . . . . .6 15. Person. . . . . . . . . . . . . . . . . . . . . . .6 16. Plan. . . . . . . . . . . . . . . . . . . . . . . .7 17. Qualified Plan. . . . . . . . . . . . . . . . . . .7 18. Qualified Plan Benefit. . . . . . . . . . . . . . .7 19. Retirement. . . . . . . . . . . . . . . . . . . . .7 20. Retirement Income . . . . . . . . . . . . . . . . .7 21. Spouse . . . . . . . . . . . . . . . . . . . . . .8 22. Supplemental Plan . . . . . . . . . . . . . . . . .8 23. Supplemental Plan Benefit . . . . . . . . . . . . .8 24. Year of Service . . . . . . . . . . . . . . . . . .8 Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8 1. Retirement Benefit. . . . . . . . . . . . . . . . .8 2. Form of Payment . . . . . . . . . . . . . . . . . .9 3. Spouse's Death Benefit. . . . . . . . . . . . . . .9 Timing of Payments . . . . . . . . . . . . . . . . . . . . . . .9 Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10 Administration and Claims. . . . . . . . . . . . . . . . . . . 11 Government Regulations . . . . . . . . . . . . . . . . . . . . 11 Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 11 Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 12 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 12 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 12 NEW ENGLAND ELECTRIC SYSTEM COMPANIES ------------------------------------- Retirement Supplement Plan -------------------------- Definitions - ----------- When used in the Plan, the following words will have the meaning given below: 1. Actuarial Value will be established using the most recent assumptions established by the Benefits Committee for the Qualified Plan. 2. Adjusted Benefit means the product of (a) and (b) below: (a) the Adjusted Benefit or the Initial Adjusted Benefit, as is applicable, for the prior year and (b) the Adjustment Factor. The Adjusted Benefit will be determined as soon as necessary data is available after the beginning of each year. Each year, at the time of the first payment of the Adjusted Benefit, an appropriate retroactive payment will be made to adjust amounts due between January of the current year and the time of the adjustment. 3. Adjustment means, for the then current year, (a) less (b) below: (a) Moody's AAA Corporate Bond rate for the prior year (b) 200 basis points. In no event, however, may the Adjustment exceed the percentage increase, if any, in the Consumer Price Index for the prior year, and in no event may the Adjustment be less than zero. 4. Adjustment Factor means (a) plus (b) below: (a) 1.000, and (b) the Adjustment expressed in decimal form. 5. Basic Benefit means, for retirements on or after April 1, 1991, an annual retirement benefit equal to that calculated under the Supplemental Plan without regard to any domestic relations order that would otherwise affect the amount of said benefit. 6. Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934. 7. Board means the Board of Directors of New England Electric System. 8. Change in Control occurs when the conditions set forth in either of the following paragraphs shall have been satisfied: (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (b) during any period of not more than two consecutive years after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (a) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two- thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board. 9. Committee means the Compensation Committee of the Board of Directors of the New England Electric System. 10. Company means the subsidiary of New England Electric System by which the Participant was employed on the day immediately preceding the date he has a termination of employment. 11. Initial Adjusted Benefit means the product of (a) and (b) below: (a) The Basic Benefit; (b) the Adjustment Factor. 12. A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 13. New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 14. Participant means any of those officers of the New England Electric System who (a) participated in this Plan as of February 1, 1991, or (b) are designated as participants in this Plan by the Committee. 15. Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 16. Plan means the Retirement Supplement Plan. 17. Qualified Plan means the New England Electric System Companies' Final Average Pay Pension Plan I. 18. Qualified Plan Benefit means the annual benefit payable at Retirement on a straight life annuity basis under the terms of the Qualified Plan without regard to any qualified domestic relations order that would otherwise affect the amount of said benefit. 19. Retirement means the date on which retirement benefits under the Qualified Plan commence. 20. Retirement Income means the monthly benefit for which a Participant is eligible under this Plan. 21. Spouse shall have the meaning provided in the Qualified Plan. 22. Supplemental Plan means New England Electric System Companies' Executive Supplemental Retirement Plan. 23. Supplemental Plan Benefit means the annual benefit payable at Retirement on a straight life annuity basis under the terms of the Supplemental Plan without regard to any domestic relations order that would otherwise affect the amount of said benefit. 24. Year of Service shall have the meaning provided in the Qualified Plan. Plan Benefits - ------------- 1. Retirement Benefit A Participant shall be entitled to receive under this Plan an annual retirement benefit equal to (a) less (b) below: (a) the Adjusted Benefit for the given year; (b) the sum of the Qualified Plan Benefit and the Supplemental Plan Benefit. 2. Form of Payment Retirement Income shall be payable in the same form as that elected under the provisions of the Qualified Plan; provided, however, to the extent that the form of benefit was dictated by the terms of a qualified domestic relations order, the form may be that which would have applied (or any form that could have been elected) in the absence of said order. The annual Retirement Income payment from this Plan shall be adjusted by the actuarial equivalent factor used to reduce retirement benefits under the Qualified Plan, other than reductions for retirement before age 65. 3. Spouse's Death Benefit If a Participant has not had a termination of employment, a Spouse's death benefit shall be payable under this Plan on the same terms as provided in the Supplemental Plan. Timing of Payments - ------------------ A Participant shall be eligible for benefits under this Plan when and if he or she is eligible for benefits under the Qualified Plan. Benefits shall commence on the first anniversary of the date on which the Participant first receives benefits under the Qualified Plan. Lump Sum Payments - ----------------- At Retirement, a Participant may elect to receive, in lieu of any future benefits hereunder, a lump sum payment equal to the Actuarial Value of the maximum value of said future benefits, less 10%. Any provision of this Plan to the contrary notwithstanding, if (i) any company shall fail to make any payment to any Participant when due under this Plan or (ii) any company or employer shall fail to make any payment to any participant due under either of the New England Electric Companies Deferred Compensation Plan or the Supplemental Plan, the full amount of the current Actuarial Value of the Participant's benefits under this Plan shall be payable immediately to each Participant as a lump-sum; provided, however, if any employer or company shall, in good faith, contest a claim by a participant under this Plan or any of the other above-listed plans, the failure to make the contested payment or payments shall not, for the purpose of this paragraph, be a failure to make a payment. At any time following a Change in Control or a Major Transaction, any Participant who has had a Termination of Employment, whether before or after the Change in Control or Major Transaction, may elect to receive, in lieu of any future benefits hereunder, a lump sum payment equal to the Actuarial Value of the maximum value of said future benefits, less 10%. If the Company does not make the aforesaid lump sum payments, the New England Electric System will make the payment for the account of the Company. Administration and Claims - ------------------------- The Committee shall have for this Plan the same duties, including, but not limited to, the procedures for denied claims, as the Benefits Committee and the Benefits Appeal Committee have for the Qualified Plan. Government Regulations - ---------------------- It is intended that this Plan will comply with all applicable laws and governmental regulations, and the Company shall not be obligated to perform an obligation hereunder in any case where, in the opinion of the Company's counsel, such performance would result in violation of any law or regulation. Nonassignment - ------------- To the fullest extent permitted by law, no benefit under the Plan, nor any other interest hereunder of any Participant or contingent annuitant, may be assigned or alienated. Provisions of Benefits - ---------------------- This Plan will be unfunded. Benefits will be paid from the operating revenues of the Company. A Participant's rights to benefits under this Plan shall be those of an unsecured, general creditor of the Company. Vesting - ------- A Participant's accrued benefits shall be 100% vested after 60 months of participation in this Plan. If a Participant should become totally and permanently disabled or die, prior to the completion of 60 months of participation in the Plan, the Participant or the Participant's Spouse shall be entitled to receive a prorated benefit derived by multiplying the full benefit, otherwise payable but for the passage of time under the Plan, by the quotient obtained by dividing the months of participation by sixty. Amendment or Discontinuance - ---------------------------- The Committee may amend or discontinue the Plan at any time; provided, no modification shall reduce a benefit which a Participant was eligible to receive under the Plan at the time of such amendment or discontinuance; and provided further, no amendment or discontinuance in any manner adverse to a Participant with respect to benefit formula or optional form of payment may be made for three years following a Change in Control or a Major Transaction. Effective Date - -------------- This Amendment shall be effective December 1, 1995. Dated: December 26, 1995 s/ George M. Sage _______________________________________ Chairman of the Compensation Committee Pursuant to Vote of the Compensation Committee of October 24, 1995, and the Board of Directors of November 28, 1995 EX-10 11 NEES EXHIBIT (10)(O) EXHIBIT(10)(o) NEW ENGLAND ELECTRIC COMPANIES' EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN I Executed December 4, 1978 Amended November 5, 1979 October 12, 1982 March 14, 1983 June 21, 1984 July 31, 1984 July 23, 1986 April 1, 1991 January 1, 1995 TABLE OF CONTENTS ----------------- Page ---- Plan Purposes and Objectives . . . . . . . . . . . . . . . . . .1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1 1. Actuarial Value. . . . . . . . . . . . . . . . . . .1 2. Administrator. . . . . . . . . . . . . . . . . . . .1 3. Beneficial Owner . . . . . . . . . . . . . . . . . .2 4. Board. . . . . . . . . . . . . . . . . . . . . . . .2 5. Change in Control. . . . . . . . . . . . . . . . . .2 6. Committee. . . . . . . . . . . . . . . . . . . . . .3 7. Company. . . . . . . . . . . . . . . . . . . . . . .3 8. Early Retirement Date. . . . . . . . . . . . . . . .3 9. Executive Officers . . . . . . . . . . . . . . . . .3 10. Final Average Total Compensation . . . . . . . . . .3 11. Incentive Compensation . . . . . . . . . . . . . . .4 12. Incentive Plan . . . . . . . . . . . . . . . . . . .4 13. Incentive Share Awards . . . . . . . . . . . . . . .4 14. Major Transaction. . . . . . . . . . . . . . . . . .4 15. New England Electric System. . . . . . . . . . . . .5 16. Participant. . . . . . . . . . . . . . . . . . . . .5 17. Person . . . . . . . . . . . . . . . . . . . . . . .6 18. Qualified Compensation . . . . . . . . . . . . . . .7 19. Qualified Plan . . . . . . . . . . . . . . . . . . .7 20. Qualified Plan Benefit . . . . . . . . . . . . . . .7 21. Retirement . . . . . . . . . . . . . . . . . . . . .7 22. Retirement Income. . . . . . . . . . . . . . . . . .7 23. Spouse . . . . . . . . . . . . . . . . . . . . . . .7 24. Termination of Employment. . . . . . . . . . . . . .7 25. Total Compensation . . . . . . . . . . . . . . . . .7 26. Years of Service . . . . . . . . . . . . . . . . . .8 Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8 1. Retirement Benefit . . . . . . . . . . . . . . . . .8 2. Form of Payment. . . . . . . . . . . . . . . . . . .9 3. Spouse's Death Benefit . . . . . . . . . . . . . . 10 Timing of Payments . . . . . . . . . . . . . . . . . . . . . . 10 Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10 Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Administration and Claims. . . . . . . . . . . . . . . . . . . 12 Government Regulations . . . . . . . . . . . . . . . . . . . . 13 Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 13 Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 13 Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 14 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 14 NEW ENGLAND ELECTRIC COMPANIES' Executive Supplemental Retirement Plan --------------------------------------- Plan Purposes and Objectives - ---------------------------- The Supplemental Plan is maintained by the Companies primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act. The objectives of the Executive Supplemental Retirement Plan (the Supplemental Plan ) are as follows: 1. to increase the overall effectiveness of the executive compensation program so as to attract, retain, and motivate qualified management personnel; 2. to provide retirement benefits related to Total Compensation; and 3. to soften the financial impact of early retirement for selected executives. Definitions - ----------- When used in the Supplemental Plan, the following words will have the meaning indicated below: 1. Actuarial Value will be established using the most recent assumptions established by the Benefits Committee for the Qualified Plan. 2. Administrator means the Benefits Committee for the Qualified Plan. 3. Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934. 4. Board means the Board of Directors of New England Electric System. 5. Change in Control occurs when the conditions set forth in either of the following paragraphs shall have been satisfied: (a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (b) during any period of not more than two consecutive years after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (a) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board. 6. Committee means the Compensation Committee of the Board of Directors of New England Electric System. 7. Company means the subsidiary of New England Electric System by which the Participant is employed on the date on which he has a termination of employment. 8. Early Retirement Date shall have the meaning provided in the Qualified Plan. 9. Executive Officers means the Chairman, any Vice Chairman, the President, any Vice President, the Treasurer, and the Secretary of the New England Electric System. 10. Final Average Total Compensation means the highest average of the Participant's twelve-month Total Compensation during any consecutive sixty-month period of employment (or during total employment if less than sixty months) within the last 120 months of employment ending with the last day of the month next preceding a given date of determination. 11. Incentive Compensation shall have the meaning provided in the Incentive Plan. 12. Incentive Plan means the New England Electric Companies' Incentive Compensation Plan. 13. Incentive Share Awards shall mean annual incentive share awards under the New England Electric Companies' Incentive Share Plan. 14. A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 15. New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 16. Participant means a. Executive Officers; b. Other participants in the Incentive Plan; and c. Other employees of the New England Electric Companies who are in a position to make a significant contribution to the longer term financial objectives of the NEES system and who are approved by the Committee. 17. Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 18. Qualified Compensation means compensation as defined in the Qualified Plan. 19. Qualified Plan means New England Electric System Companies' Final Average Pay Pension Plan I. 20. Qualified Plan Benefit means the annual benefit payable at Retirement on a straight life annuity basis under the terms of the Qualified Plan without regard to any qualified domestic relations order that would otherwise affect the amount of said benefit. 21. Retirement means the date on which retirement benefits under the Qualified Plan commence. 22. Retirement Income means the monthly benefit for which a Participant is eligible under the Supplemental Plan. 23. Spouse shall have the meaning provided in the Qualified Plan. 24. Termination of Employment shall occur when the Participant is no longer employed by a Company participating in the Supplemental Plan. 25. Total Compensation means Qualified Compensation, except Incentive Compensation and Incentive Share Awards shall be included in the same twelve-month period for which they are awarded, plus any compensation deferred during the same twelve-month period under the terms of the New England Electric System Companies Deferred Compensation Plan and any Incentive Share Awards deferred during the same twelve-month period to the extent not included in Qualified Compensation. 26. Years of Service shall have the meaning provided in the Qualified Plan. Plan Benefits - ------------- 1. Retirement Benefit ------------------ A Participant shall be entitled to receive for retirements on or after April 1, 1991, an annual retirement benefit equal to (a) plus (b) plus (c) plus (d) plus (e) less (f) less (g) below: (a) 1.5% of Final Average Total Compensation for each Year of Service up to 10 years; (b) 1.3% of Final Average Total Compensation for each Year of Service from 11 to 20 years; (c) 1.25% of Final Average Total Compensation for each Year of Service from 21 to 30 years; (d) .6% of Final Average Total Compensation for each Year of Service over 30 years; (e) .57% of Final Average Total Compensation in excess of the Average Social Security Wage Base for each Year of Service, up to 35 years; (f) any benefit payable on a straight life annuity basis which was accrued, under a plan maintained by an employer other than a New England Electric System company, for service granted pursuant to the additional service credits provision of the Qualified Plan; and (g) the Qualified Plan Benefit. All of the above amounts are to be determined as at the Participant's Termination of Employment. 2. Form of Payment --------------- Retirement Income shall be payable in the normal form as follows: (a) If a Participant has a Spouse, the normal form of payment shall be a contingent annuitant option with the Spouse, as contingent annuitant, entitled to receive 50% of the Participant's reduced amount of Retirement Income. (b) If a Participant does not have a Spouse, the normal form of payment shall be a straight life annuity with no amount of Retirement Income payable after the Former Participant's death. If a Participant elects an optional form of payment under the Qualified Plan, the same option and actuarial equivalent factors shall apply to Retirement Income payable under the Supplemental Plan; provided, however, to the extent the form of benefit was dictated by the terms of a qualified domestic relations order, the form may be that which would have applied (or any form that could have been elected) in the absence of said order. In calculating the benefit payable under any option, the same actuarial equivalent factors in the Qualified Plan shall be used in the Supplemental Plan except that no reduction factors for retirement prior to age 65 shall be applied against a Participant's Retirement Income. 3. Spouse's Death Benefit ---------------------- The Spouse of a Participant vested under the Qualified Plan who has not had a Termination of Employment is entitled to a pre-retirement spouse benefit, if the Participant dies before payment of benefits commence. The Spouse will be entitled to receive an annual benefit determined as follows: (a) as if the Participant had retired and elected Retirement Income payments to begin on the first day of the month next following the later of the date of death or Participant's fifty-fifth birthday, and (b) the Retirement Income was payable in the form of a contingent annuitant option with the Spouse, as contingent annuitant, entitled to receive 50% of the Participant's amount of Retirement Income subject to reduction for benefits payable hereunder under a domestic relations order. Timing of Payments - ----------------- A Participant shall be eligible for benefits under the Supplemental Plan when and if he is eligible for benefits under the Qualified Plan, except as provided herein. Benefits shall commence on the date on which the Participant or the Spouse first receives benefits under the Qualified Plan. Lump Sum Payments - ----------------- Any provision of the Supplemental Plan to the contrary notwithstanding, if (i) any company shall fail to make any payment to any Participant when due under the Supplemental Plan or (ii) the employer or company shall fail to make any payment to any participant due under any of the New England Electric Companies' Incentive Compensation Plan, the New England Electric Companies Deferred Compensation Plan, or the New England Electric System Companies Retirement Supplement Plan, the full amount of the current Actuarial Value of his benefits under the Supplemental Plan shall be payable immediately to each Participant as a lump-sum; provided, however, if any employer or company shall, in good faith, contest a claim by a participant under this Supplemental Plan or any of the other above-listed plans, the failure to make the contested payment or payments shall not, for the purpose of this paragraph, be a failure to make a payment. At any time following a Change in Control or Major Transaction, any Participant who has had a Termination of Employment, whether before or after the Change in Control or Major Transaction, may elect to receive, in lieu of any future benefits hereunder, a lump sum payment equal to the Actuarial Value of the maximum value of said future benefits, less 10%. If the Company does not make the aforesaid lump sum payments, the New England Electric System will make the payment for the account of the Company. Vesting and Forfeiture of Benefits - ---------------------------------- Except as provided in the following paragraph, a Participant's accrued benefit shall be 100% vested after five Years of Service. A Participant will forfeit his benefits under the Supplemental Plan if before the earlier of age 65 or five years following termination of employment he, without the prior consent of the New England Electric System's Chief Executive Officer (the "CEO"), enters into or in any manner takes part in, as an employee, agent, officer, owner, or otherwise, any business or authority which in the opinion of the CEO is in competition with, in the same field as, or regulating the business of New England Electric System or any of its subsidiaries, or which in the opinion of the CEO provides services peculiarly essential to utility operation. Violation of this provision will result in termination of payments, and any obligations to make future payments to the Participant and the Participant's Spouse. A Participant may request to have the Committee review any decision made by the CEO under this provision that adversely affects the Participant. The Committee's decision shall be final. Upon the occurrence of a Change in Control or a Major Transaction, the second paragraph of this section shall no longer have any effect. Administration and Claims - ------------------------- The Administrator shall have for the Supplemental Plan the same duties as for the Qualified Plan, except as specifically provided herein. The Benefits Appeal Committee for the Qualified Plan shall have for the Supplemental Plan the same duties relative to denied claims as for the Qualified Plan, except as may be specifically provided herein. Government Regulations - ---------------------- It is intended that the Supplemental Plan will comply with all applicable laws and governmental regulations, and the Company shall not be obligated to perform an obligation hereunder in any case where, in the opinion of the Company's counsel, such performance would result in violation of any law or regulation. Nonassignment - ------------- To the fullest extent permitted by law, no benefit under the Plan, nor any other interest hereunder of any Participant, Spouse, or contingent annuitant, shall be assignable, transferable, or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution, or levy of any kind. Provisions of Benefits - ---------------------- The Supplemental Plan will be unfunded. Benefits will be paid from the operating revenues of the Company. A Participant's rights to benefits under the Supplemental Plan shall be those of an unsecured, general creditor of the Company. Amendment or Discontinuance - --------------------------- The Committee may amend or discontinue the Supplemental Plan at any time; provided, no modification shall reduce a benefit which a Participant was eligible to receive under the Supplemental Plan at the time of such amendment or discontinuance; and provided further, no amendment or discontinuance in any manner adverse to a Participant with respect to benefit formula or optional form of payment may be made for three years following a Change in Control or a Major Transaction. Effective Date - -------------- The Plan, as amended, is to be effective for retirements on and after January 1, 1995. s/ George M. Sage Chairman of the Compensation Committee Pursuant to Votes of August 24, 1993, November 22, 1994, and February 27, 1995 EX-10 12 NEES EXHIBIT (10)(P) EXHIBIT (10)(p) NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE COMPENSATION PLAN I Adopted - August 24, 1977 Amended - December 5, 1978 Amended - May 17, 1982 Amended - July 31, 1984 Amended - July 30, 1985 Amended - February 9, 1987 Amended - May 23, 1990 Amended - December 1, 1991 Amended - January 1, 1992 Amended - January 1, 1994 Amended - February 21, 1994 Amended - January 1, 1995 TABLE OF CONTENTS ----------------- Page ---- I. PURPOSE . . . . . .1 II. DEFINITIONS . . . .1 2.01 Base Compensation1 2.02 Beneficial Owner1 2.03 Board. . . . .1 2.04 Category A Participant1 2.05 Category B Participant2 2.06 Change in Control2 2.07 Committee. . .4 2.08 Continuing Directors5 2.09 Corporate Targets5 2.10 Fund . . . . .5 2.11 Incentive Compensation5 2.12 Low Return Target5 2.13 A Major Transaction6 2.14 Management Committee7 2.15 New England Electric System7 2.16 Participant. .7 2.17 Person . . . .8 2.18 Plan Year. . .8 2.19 Senior Incentive Compensation Plan8 III. ADMINISTRATION. . .8 3.01 Administration and Interpretation.8 3.02 Amendment and Termination.8 3.03 Salary Approvals.9 3.04 No Segregation of Assets; No Assignment.9 3.05 Accounting.. 10 IV. PARTICIPATION . . 10 4.01 Selection. . 10 4.02 Notification.10 4.03 Goals. . . . 10 V. PARTICIPANTS' COMPENSATION10 5.01 Base Compensation and Incentive Compensation.10 VI. BASE COMPENSATION 11 6.01 Determination.11 VII. INCENTIVE COMPENSATION. . . . . . . 11 7.01 Incentive Compensation Amounts.11 7.02 Criteria for Determining Incentive Compensation.12 7.03 Notification of Award.12 7.04 Cooperation of Others.12 VIII. INCENTIVE COMPENSATION FUND13 8.01 Calculation. 13 8.02 Scaling. . . 13 8.03 Minimum Performance Requirement.14 IX. PAYMENT UPON CHANGE OF CONTROL14 9.01 Change in Control.14 X. GENERAL PROVISIONS15 10.01 Other Benefit Plans.15 10.02 Termination of Participation; Interplan Transfer.15 10.03 Future Employment.16 10.04 Headings.16 10.05 Gender and Number.16 10.06 Governing Law.16 10.07 Effective Date.16 SIGNATURES . . . . . . . . . . . 16 ii NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE COMPENSATION PLAN I I. PURPOSE The purpose of the Incentive Compensation Plan I (the Plan) is to achieve and maintain a high level of corporate performance by making it possible for those selected executives whose efforts and responsibilities have direct and major influence on corporate earnings to earn significant compensation rewards in proportion to (i) measured corporate performance and (ii) the individual executive's contribution. II. DEFINITIONS 2.01 Base Compensation means the compensation referred to in Section 6.01 and includes all salary, whether received or deferred. 2.02 Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Exchange Act. 2.03 Board means the Board of Directors of New England Electric System. 2.04 Category A Participant means those Participants so designated by the Committee. 2.05 Category B Participant means all Participants not designated Category A Participants. 2.06 Change in Control occurs when: (a) Through March 15, 1995, (i) any person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding any qualified employee benefit plan of the System) acquires more than 20% of the outstanding Shares, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of the outstanding Shares to acquire Shares for cash, other property, or a combination thereof or by any other means, unless the transaction is consented to by vote of a majority of the Continuing Directors; (ii) New England Electric System transfers all or a substantial part of its assets to another person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding a subsidiary controlled by New England Electric System itself), unless the transaction is consented to by vote of a majority of the Continuing Directors; (iii) New England Electric System consolidates or merges with or into any person, firm, corporation, organization, or association of persons or organizations, unless the transaction is consented to by vote of a majority of the Continuing Directors; or (iv) during any period of 24 consecutive months, individuals who at the beginning of such 24-month period were directors of New England Electric System shall cease to constitute a majority of the Board, unless (a) the remaining directors who were directors at the beginning of such period and (b) any other directors whose election was approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of such period constitute a majority of the Board; and (b) After January 1, 1995, the conditions set forth in either of the following paragraphs shall have been satisfied: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (ii) during any period of not more than two consecutive years after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (i) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board. 2.07 Committee means the Compensation Committee of the Board. 2.08 Continuing Directors means, as of the date of determination, any director who was a member of the Board on January 1, 1990, or who was recommended for his initial term of office by a majority of the Continuing Directors in office at the time of such recommendation, but excludes any director who, together with his affiliates, is the beneficial owner of 20% or more of the outstanding Shares (excluding securities beneficially owned by reason of being a trustee of any employee benefit plan of the System). 2.09 Corporate Targets means the same return on common equity targets and cents per kilowatthour targets found in Article IV of the Senior Incentive Compensation Plan for the Plan Year. 2.10 Fund means the fund established each year as provided in Section 8.01. 2.11 Incentive Compensation means the award made from the Fund to each Participant in accordance with Section 7.01. 2.12 Low Return Target means the same low equity return target provided in the Senior Incentive Compensation Plan for the Plan Year. 2.13 A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 2.14 Management Committee means the Chief Executive Officer of New England Electric System and one or more other New England Electric System officers as appointed by the Committee. 2.15 New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 2.16 Participant means an individual who has been selected, in accordance with Section 4.01, or an equivalent prior provision, to be a participant in the Plan. 2.17 Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 2.18 Plan Year means a calendar year. 2.19 Senior Incentive Compensation Plan means New England Electric Companies' Senior Incentive Compensation Plan, as amended from time to time. III. ADMINISTRATION 3.01 Administration and Interpretation. The Plan shall be administered by the Committee, and interpretations of the Plan by the Committee shall be final and binding on all parties. 3.02 Amendment and Termination. The Committee may amend or terminate the Plan at any time; provided, however, that no such action shall affect any right or obligation with respect to any award of Incentive Compensation previously granted; and provided, further, the provisions of Article IX and Sections 2.06 and 2.08 may not be amended without the written consent of any Participant affected. 3.03 Salary Approvals. The Committee will approve all salary changes for individual Participants. Where required, such changes must also receive the approval of the board of directors of a subsidiary company. 3.04 No Segregation of Assets; No Assignment. New England Electric System is not required to set aside or segregate any assets of any kind to meet obligations under this Plan. A Participant has no rights under this Plan to any specific assets of New England Electric System. A Participant may not commute, sell, assign, transfer, or otherwise convey the right to receive any payments under this Plan, which payments and the right thereto shall be, to the fullest extent permitted by law, nonassignable and nontransferable, whether voluntarily or involuntarily. 3.05 Accounting. The Manager of Internal Audits and the Controller will be responsible to the Committee for accounting matters directly affecting the Plan. IV. PARTICIPATION 4.01 Selection. It is anticipated (but not binding) that the Committee shall select, by December 1 of each year, the Participants for the following year. 4.02 Notification. The Management Committee shall notify those Participants who have been included in the Plan for the following year and those who have been dropped from the Plan. 4.03 Goals. Individual goals for each Participant will be made each Plan Year. Participants will be advised of the goals prior to the Plan Year for which they apply. V. PARTICIPANTS' COMPENSATION 5.01 Base Compensation and Incentive Compensation. The compensation for each Participant will consist of two parts: Base Compensation and Incentive Compensation. VI. BASE COMPENSATION 6.01 Determination. A Participant's performance will be evaluated and his/her compensation, including any merit or promotional increase, will be set in accordance with the New England Electric Salary Management Program. A Participant's Base Compensation may be set anywhere within the salary range. VII. INCENTIVE COMPENSATION 7.01 Incentive Compensation Amounts. When the books are closed at the end of a Plan Year and the amount of the Fund for that year is determined in accordance with Article VIII, the Management Committee will make recommendations to the Committee for amounts of money from the Fund to be awarded to each Participant. The Committee will act on the recommendations and the money will be distributed to the Participants based upon the Committee's determination by the end of March following the Plan Year. 7.02 Criteria for Determining Incentive Compensation. Each Participant's award shall be governed, first, by the degree of success achieved by the Participant in reaching his/her individual goals established prior to the Plan Year. The money remaining in the Fund will be allocated among all the Participants based upon their total individual performances during the Plan Year. 7.03 Notification of Award. The Management Committee shall be responsible for seeing that each Participant is told the basis for the amount of his/her Incentive Compensation. 7.04 Cooperation of Others. To achieve any of the established goals will require the close cooperation of all the Participants. If the Committee feel in any instance that lack of such cooperation by others is making it difficult for a Participant to achieve his/her individual goals, the dollars not paid to this Participant will not be distributed to the other members of the Plan. Otherwise, all money in the Fund will be distributed. VIII. INCENTIVE COMPENSATION FUND 8.01 Calculation. The Fund for the Plan will be based on the sum of the percentages for the Corporate Targets reached multiplied by the sum of all Participants' Base Compensation, namely: Return on Common Equity - Target A 17.5% Return on Common Equity - Target B 8% Return on Common Equity - Target C 17.5% Return on Common Equity - Target D 8% Cents Per Kilowatthour - Target A 10% Cents Per Kilowatthour - Target B 5% 8.02 Scaling. Results will be scaled using straight line interpolation between the Return on Common Equity Targets A and B and between Return on Common Equity Targets C and D. In determining whether the Return on Common Equity Targets are met, the Committee may enhance or curtail the actual return on equity in response to extraordinary events or other factors relevant to performance of New England Electric System companies. 8.03 Minimum Performance Requirement. If the Low Return Target is not achieved, there will be no Incentive Compensation for the Plan Year. IX. PAYMENT UPON CHANGE OF CONTROL 9.01 Change in Control. In the event of a Change in Control or Major Transaction, each Participant will receive, within 30 days, a cash payment equal to the average of the bonus percentages for this Plan for the last three years prior to the Change in Control or Major Transaction times the Participant's annualized Base Compensation. If the Change in Control or Major Transaction occurs prior to the determination and payment of the Incentive Compensation for the prior Plan Year, the Participant will also receive within 30 days a cash payment equal to said percentage times the Participant's Base Compensation received in the prior Plan Year; provided, however, if it is determined that the Fund percentage calculated in accordance with Sections 8.01 and 8.02 for said prior Plan Year would have been greater, such higher percentage will be used. No further benefits will be payable from this Plan. X. GENERAL PROVISIONS 10.01 Other Benefit Plans. A Participant's Incentive Compensation will not be used in determining the Participant's benefits under any group insurance plan or any incentive program other than New England Electric Companies' Incentive Share Plan. 10.02 Termination of Participation; Interplan Transfer. If, for any reason, a Participant should cease to be actively employed by a subsidiary of New England Electric System prior to July 1 of a Plan Year, that person will not be deemed a Participant for that year unless the Management Committee determines there are extraordinary circumstances which justify inclusion. A Participant who ceases to be so actively employed during the last six months of a Plan Year will be deemed a Participant for that year on a proportional basis. The Management Committee will also determine the extent, if any, of participation by the person replacing a Participant. If a Participant becomes a participant in another incentive compensation plan during the Plan Year, the Participant will be deemed to be a Participant for that year on a proportional basis in each of the Plans, respectively. 10.03 Future Employment. Neither the Plan nor the making of awards hereunder shall be construed to create any obligation to continue the Plan or to give any present or future employee any right to continued employment. 10.04 Headings. The headings of articles and sections of the Plan are for convenience of reference only. 10.05 Gender and Number. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine; and such words as "herein", "hereinafter", "hereof", and "hereunder" shall refer to this instrument as a whole and not merely to the subdivisions in which such words appear. 10.06 Governing Law. Except as otherwise required by law, the Plan and all matters arising thereunder shall be governed by the laws of The Commonwealth of Massachusetts. 10.07 Effective Date. This Amendment shall be effective January 1, 1995. ______________________________________________ Pursuant to Vote dated November 22, 1994, of the Compensation Committee EX-10 13 NEES EXHIBIT (10)(Q) EXHIBIT(10)(q) NEW ENGLAND ELECTRIC COMPANIES' SENIOR INCENTIVE COMPENSATION PLAN Adopted - March 14, 1988 Amended - May 23, 1990 Amended - November 26, 1991 Amended - January 1, 1993 Amended - January 1, 1994 Amended - January 1, 1995 TABLE OF CONTENTS ----------------- Page ---- I. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . .1 II. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .1 2.01 Base Compensation. . . . . . . . . . . . . . .1 2.02 Beneficial Owner . . . . . . . . . . . . . . .1 2.03 Board. . . . . . . . . . . . . . . . . . . . .1 2.04 Bonus Award. . . . . . . . . . . . . . . . . .1 2.05 Change in Control. . . . . . . . . . . . . . .1 2.06 Committee. . . . . . . . . . . . . . . . . . .4 2.07 Continuing Directors . . . . . . . . . . . . .4 2.08 Duff and Phelps Universe . . . . . . . . . . .5 2.09 Low Equity Return Target . . . . . . . . . . .5 2.10 A Major Transaction. . . . . . . . . . . . . .5 2.11 New England Electric System. . . . . . . . . .6 2.12 New England/New York Regional Universe . . . .7 2.13 New England Utilities. . . . . . . . . . . . .7 2.14 Participant. . . . . . . . . . . . . . . . . .7 2.15 Person . . . . . . . . . . . . . . . . . . . .7 2.16 Plan Year. . . . . . . . . . . . . . . . . . .8 2.17 System . . . . . . . . . . . . . . . . . . . .8 III. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . .8 3.01 Administration and Interpretation. . . . . . .8 3.02 Amendment or Termination.. . . . . . . . . . .8 3.03 No Segregation of Assets; No Assignment. . . .8 IV. CORPORATE TARGETS. . . . . . . . . . . . . . . . . . . .9 4.01 Targets. . . . . . . . . . . . . . . . . . . .9 4.02 Cents per Kilowatthour.. . . . . . . . . . . 10 4.03 Determination of Target Achievement. . . . . 10 V. BONUS AWARD. . . . . . . . . . . . . . . . . . . . . . 11 5.01 Components . . . . . . . . . . . . . . . . . 11 5.02 Return on Equity Targets.. . . . . . . . . . 11 5.03 Cents Per Kilowatthour Award . . . . . . . . 11 5.04 Minimum Performance Requirement. . . . . . . 12 5.05 Distribution Date. . . . . . . . . . . . . . 12 VI. BASE COMPENSATION. . . . . . . . . . . . . . . . . . . 12 6.01 Performance Evaluation . . . . . . . . . . . 12 VII. PAYMENT UPON CHANGE OF CONTROL . . . . . . . . . . . . 13 7.01 Change in Control. . . . . . . . . . . . . . 13 VIII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . 13 8.01 Other Benefit Plans. . . . . . . . . . . . . 14 8.02 Rate Making. . . . . . . . . . . . . . . . . 14 8.03 Future Employment. . . . . . . . . . . . . . 14 8.04 Headings . . . . . . . . . . . . . . . . . . 14 8.05 Gender and Number. . . . . . . . . . . . . . 14 8.06 Governing Law. . . . . . . . . . . . . . . . 14 8.07 Effective Date.. . . . . . . . . . . . . . . 15 SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ii NEW ENGLAND ELECTRIC COMPANIES' SENIOR INCENTIVE COMPENSATION PLAN I. PURPOSE The Senior Incentive Compensation Plan (the Plan) is intended to achieve and maintain a high level of corporate performance reflecting both ratepayer and shareholder interests by linking a significant component of compensation to earnings and rates as measured against an electric utility marketplace environment. II. DEFINITIONS 2.01 Base Compensation means the compensation referred to in Section 6.01 and includes all salary, whether received or deferred. 2.02 Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934. 2.03 Board means the Board of Directors of New England Electric System. 2.04 Bonus Award means the compensation referred to in Article V. 2.05 Change in Control occurs when: (a) Through March 15, 1995: (i) any person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding any qualified employee benefit plan of the System) acquires more than 20% of the outstanding Shares, whether in whole or in part, by means of an offer made publicly to the holders of all, or substantially all, of the outstanding Shares to acquire Shares for cash, other property, or a combination thereof or by any other means, unless the transaction is consented to by vote of a majority of the Continuing Directors; (ii) New England Electric System transfers all or a substantial part of its assets to another person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding a subsidiary controlled by New England Electric System itself), unless the transaction is consented to by vote of a majority of the Continuing Directors; (iii) New England Electric System consolidates or merges with or into any person, firm, corporation, organization, or association of persons or organizations, unless the transaction is consented to by vote of a majority of the Continuing Directors; or (iv) during any period of 24 consecutive months, individuals who at the beginning of such 24-month period were directors of New England Electric System shall cease to constitute a majority of the Board, unless (a) the remaining directors who were directors at the beginning of such period, and (b) any other directors whose election was approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of such period constitute a majority of the Board; and (b) Awarded after January 1, 1995, the conditions set forth in either of the following paragraphs shall have been satisfied: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (ii) during any period of not more than two consecutive years on or after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (i) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended cease for any reason to constitute a majority of the Board. 2.06 Committee means the Compensation Committee of the Board. 2.07 Continuing Directors means, as of the date of determination, any director who was a member of the Board on January 1, 1990, or who was recommended for his initial term of office by a majority of the Continuing Directors in office at the time of such recommendation, but excludes any director who, together with his affiliates, is the beneficial owner of 20% or more of the outstanding Shares (excluding securities beneficially owned by reason of being a trustee of any employee benefit plan of the System). 2.08 Duff and Phelps Universe means the Duff and Phelps Inc., Utility Investment Research Services electric utility universe or some other electric utility rating service universe as designated by the Committee. 2.09 Low Equity Return Target means achievement of both (i) either Target B or Target D and (ii) net income after bonuses otherwise payable exceeding dividends declared for the Plan Year. 2.10 A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 2.11 New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 2.12 New England/New York Regional Universe means the utilities listed in Appendix A hereto. 2.13 New England Utilities means the utilities listed in Appendix B hereto. 2.14 Participant means the Chairman and the President of New England Electric System, if they are employees of a System company, and such other individuals as the Board may select. 2.15 Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 2.16 Plan Year means a calendar year. 2.17 System means the New England Electric System holding company system. III. ADMINISTRATION 3.01 Administration and Interpretation. The Plan shall be administered by the Committee, and interpretations of the Plan by the Committee shall be final and binding on all parties. 3.02 Amendment or Termination. The Board may amend or terminate the Plan at any time; provided, however, that no such action shall affect any right or obligation with respect to any Bonus Award previously granted; and provided, further, the provisions of Article VII and Sections 2.05 and 2.07 may not be amended without the written consent of any Participant affected. 3.03 No Segregation of Assets; No Assignment. New England Electric System is not required to set aside or segregate any assets of any kind to meet obligations under this Plan. A Participant has no rights under this Plan to any specific assets of New England Electric System. A Participant may not commute, sell, assign, transfer, or otherwise convey the right to receive any payments under this Plan, which payments and the right thereto shall be, to the fullest extent permitted by law, nonassignable and nontransferable, whether voluntarily or involuntarily. IV. CORPORATE TARGETS 4.01 Targets. The corporate targets for providing a favorable return on common equity shall be: Target A - New England Electric System's return on common equity being at or above the 75th percentile of all electric utilities listed in the Duff and Phelps Universe. Target B - New England Electric System's return on common equity being at or above the 50th percentile of all electric utilities listed in the Duff and Phelps Universe. Target C - New England Electric System's return on common equity being at or above the 75th percentile of electric utilities listed in the New England/New York Regional Universe. Target D - New England Electric System's return on common equity being at or above the 50th percentile of all electric utilities listed in the New England/New York Regional Universe. 4.02 Cents per Kilowatthour. The corporate targets for providing low cost electricity, expressed in cents per kilowatthour, shall be: Target A - New England Electric System's cents per kilowatthour being ranked first or second among New England Utilities; or Target B - New England Electric System's cents per kilowatthour being at or above the 66th percentile for cents per kilowatthour among New England Utilities. 4.03 Determination of Target Achievement. The determination as to whether or not corporate targets have been achieved shall be based upon twelve month data which ends on a quarter and which is available to the company when the determination is made in February following the Plan Year to which the award applies. New England Electric System's actual return on common equity for the Plan Year for which the award applies shall be used in determining whether the return on common equity target has been reached, whether or not available in February. V. BONUS AWARD 5.01 Components. The Bonus Award has two components: a return on common equity award and a cents per kilowatthour award. 5.02 Return on Equity Targets. The return on equity award will be based on the sum of the percentages for the targets reached multiplied by the Participant's Base Compensation for the Plan Year in respect of which the award is made, namely: Target A 17.5% Target B 12% Target C 17.5% Target D 12% Results will be scaled using straight line interpolation between the return on common equity Targets A and B and between return on common equity Targets C and D. In determining whether the return on common equity targets are met, the Board may enhance or curtail the actual return on equity in response to extraordinary events or other factors relevant to performance of New England Electric System companies. 5.03 Cents Per Kilowatthour Award. The cents per kilowatthour award will be based on the percentage for the target reached multiplied by the Participant's Base Compensation for the Plan year in respect of which the award is made, namely: Target A = 15% Target B = 7.5% Results will not be scaled between targets for the cents per kilowatthour award. If the lower target is not achieved, there will be no cents per kilowatthour award for the Plan Year. 5.04 Minimum Performance Requirement. If the Low Equity Return Target is not achieved, there will be no Bonus Award for the Plan year. 5.05 Distribution Date. The Bonus Award shall be distributed to the Participants by the March 15 following the Plan Year. VI. BASE COMPENSATION 6.01 Performance Evaluation. A Participant's performance will be evaluated and his/her compensation, including any merit or promotional increase, will be set by the Board in accordance with the New England Electric Salary Management Program. A Participant's Base Compensation may be set anywhere within his/her salary range. VII. PAYMENT UPON CHANGE OF CONTROL 7.01 Change in Control. In the event of a Change in Control or a Major Transaction, each Participant will receive, within 30 days, a cash payment equal to the average of the bonus percentages for this Plan for the last three years for this Plan prior to the Change in Control or Major Transaction times the Participant's annualized Base Compensation. If the Change in Control or Major Transaction occurs prior to the determination and payment of the Bonus Award for the prior Plan Year, the Participant will also receive within 30 days a cash payment equal to said percentage times the Participant's Base Compensation received in the prior Plan Year; provided, however, if it is determined that the sum of the percentages calculated in accordance with Sections 5.02 and 5.03 for said prior Plan Year would have been greater, such higher percentage will be used. No further benefits will be payable from this Plan. VIII. GENERAL PROVISIONS 8.01 Other Benefit Plans. Bonus Awards will not be used in determining a Participant's benefit under any group insurance plan or any other incentive program, other than New England Electric Companies' Incentive Share Plan. 8.02 Rate Making. Bonus Awards shall not be included for rate-making purposes. 8.03 Future Employment. Neither the Plan nor the making of awards hereunder shall be construed to create any obligation to continue the Plan or to give any present or future employee any right to continued employment. 8.04 Headings. The headings of articles and sections of the Plan are for convenience of reference only. 8.05 Gender and Number. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine; and such words as "herein," "hereinafter," "hereof," and "hereunder" shall refer to this instrument as a whole and not merely to the subdivisions in which such words appear. 8.06 Governing Law. Except as otherwise required by law, the Plan and all matters arising thereunder shall be governed by the laws of The Commonwealth of Massachusetts. 8.07 Effective Date. This Amendment shall be effective January 1, 1995. Date: s/ George M. Sage ________________________________ Chairman Compensation Committee Pursuant to Vote of February 28, 1995 of the Board of Directors Appendix A NEW ENGLAND/NEW YORK UTILITIES (to be used in measuring the return on common equity target) Boston Edison Company Central Hudson Gas & Electric Corporation Central Maine Power Company Central Vermont Public Service Company Commonwealth Energy (Holding Company System) Consolidated Edison Company of New York, Inc. Eastern Utilities Associates (Holding Company System) Long Island Lighting Company New England Electric System (Holding Company System) New York State Electric & Gas Corporation Niagara Mohawk Power Corporation Northeast Utilities (Holding Company System) Orange & Rockland Utilities, Inc. Rochester Gas & Electric Corporation United Illuminating Company Appendix B NEW ENGLAND UTILITIES (to be used in measuring the cents per kilowatthour target) Boston Edison Company Central Maine Power Company Central Vermont Public Service Company Commonwealth Energy (Holding Company System) Eastern Utilities Associates (Holding Company System) Municipal Composite (weighted average) New England Electric System (Holding Company System) Northeast Utilities (Holding Company System) Public Service Company of New Hampshire The United Illuminating Company EX-10 14 NEES EXHIBIT (10)(R) EXHIBIT (10)(r) NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE COMPENSATION PLAN II Adopted - July 12, 1982 Amended - December 18, 1984 Amended - November 20, 1985 Amended - December 1, 1986 Amended - May 23, 1990 Amended - December 1, 1991 Amended - September 1, 1992 Amended - January 1, 1994 Amended - March 1, 1994 Amended - January 1, 1995 TABLE OF CONTENTS ----------------- Page ---- I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1 2.01 Base Compensation. . . . . . . . . . . . . . . 1 2.02 Beneficial Owner . . . . . . . . . . . . . . . 1 2.03 Board. . . . . . . . . . . . . . . . . . . . . 1 2.04 Change in Control. . . . . . . . . . . . . . . 1 2.05 Continuing Directors . . . . . . . . . . . . . 4 2.06 Corporate Targets. . . . . . . . . . . . . . . 5 2.07 Fund . . . . . . . . . . . . . . . . . . . . . 5 2.08 Incentive Compensation . . . . . . . . . . . . 5 2.09 Low Return Target. . . . . . . . . . . . . . . 5 2.10 A Major Transaction. . . . . . . . . . . . . . 5 2.11 Management Committee . . . . . . . . . . . . . 7 2.12 New England Electric System. . . . . . . . . . 7 2.13 Participant. . . . . . . . . . . . . . . . . . 7 2.14 Person . . . . . . . . . . . . . . . . . . . . 7 2.15 Plan Year. . . . . . . . . . . . . . . . . . . 8 2.16 Senior Incentive Compensation Plan . . . . . . 8 III. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . 8 3.01 Administration and Interpretation. . . . . . . 8 3.02 Amendment and Termination. . . . . . . . . . . 8 3.03 No Segregation of Assets; No Assignment. . . . 9 3.04 Participant List.. . . . . . . . . . . . . . . 9 3.05 Accounting.. . . . . . . . . . . . . . . . . . 9 IV. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . 9 4.01 Selection. . . . . . . . . . . . . . . . . . . 9 4.02 Notification.. . . . . . . . . . . . . . . . . 9 4.03 Goals. . . . . . . . . . . . . . . . . . . . .10 V. PARTICIPANTS' COMPENSATION. . . . . . . . . . . . . . . .10 5.01 Base Compensation and Incentive Compensation..10 VI. BASE COMPENSATION . . . . . . . . . . . . . . . . . . . .10 6.01 Determination. . . . . . . . . . . . . . . . .10 VII. INCENTIVE COMPENSATION. . . . . . . . . . . . . . . . . .11 7.01 Incentive Compensation Amounts.. . . . . . . .11 7.02 Criteria for Determining Incentive Compensation.. . . . . . . . . . . . . . . . .11 7.03 Notification of Award. . . . . . . . . . . . .11 7.04 Cooperation of Others. . . . . . . . . . . . .11 VIII. INCENTIVE COMPENSATION FUND . . . . . . . . . . . . . .12 8.01 Calculation. . . . . . . . . . . . . . . . . .12 8.02 Scaling. . . . . . . . . . . . . . . . . . . .12 8.03 Minimum Performance Requirement. . . . . . . .13 IX. PAYMENT UPON CHANGE OF CONTROL. . . . . . . . . . . . . .13 9.01 Change of Control. . . . . . . . . . . . . . .13 X. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .14 10.01 Other Benefit Plans. . . . . . . . . . . . . .14 10.02 Termination of Participation; Interplan Transfer.. . . . . . . . . . . . . .14 10.03 Future Employment. . . . . . . . . . . . . . .14 10.04 Headings.. . . . . . . . . . . . . . . . . . .15 10.05 Gender and Number. . . . . . . . . . . . . . .15 10.06 Governing Law. . . . . . . . . . . . . . . . .15 10.07 Effective Date.. . . . . . . . . . . . . . . .15 SIGNATURE ii NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE COMPENSATION PLAN II I. PURPOSE The purpose of this Incentive Compensation Plan II (the Plan) is to achieve and maintain a high level of corporate performance by making it possible for those selected executives whose efforts and responsibilities have direct and major influence on corporate earnings to earn significant compensation rewards in proportion, first, to measured corporate performance and, second, to the individual executive's contribution. II. DEFINITIONS 2.01 Base Compensation means the compensation referred to in Section 6.01. 2.02 Beneficial Owner shall have the meaning defined in Rule 13d-3 under the Exchange Act. 2.03 Board means the Board of Directors of New England Electric System. 2.04 Change in Control occurs when: (a) Through March 15, 1995: (i) any person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding any qualified employee benefit plan of the System) acquires more than 20% of the outstanding Shares, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of the outstanding Shares to acquire Shares for cash, other property, or a combination thereof or by any other means, unless the transaction is consented to by vote of a majority of the Continuing Directors; (ii) New England Electric System transfers all or a substantial part of its assets to another person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding a subsidiary controlled by New England Electric System itself), unless the transaction is consented to by vote of a majority of the Continuing Directors; (iii) New England Electric System consolidates or merges with or into any person, firm, corporation, organization, or association of persons or organizations, unless the transaction is consented to by vote of a majority of the Continuing Directors; or (iv) during any period of 24 consecutive months, individuals who at the beginning of such 24-month period were directors of New England Electric System shall cease to constitute a majority of the Board, unless (a) the remaining directors who were directors at the beginning of such period, and (b) any other directors whose election was approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of such period constitute a majority of the Board; and (b) After January 1, 1995, the conditions set forth in either of the following paragraphs shall have been satisfied: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of New England Electric System (not including in the securities beneficially owned by such Person any securities acquired directly from New England Electric System or its affiliates) representing 20% or more of the combined voting power of New England Electric System's then outstanding securities; or (ii) during any period of not more than two consecutive years after January 1, 1995, individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with New England Electric System to effect a transaction described in clause (i) of this paragraph) whose election by the Board or nomination for election by New England Electric System's shareholders was approved or recommended by a vote of at least two- thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved or recommended, cease for any reason to constitute a majority of the Board. 2.05 Continuing Directors means, as of the date of determination, any director who was a member of the Board on January 1, 1990, or who was recommended for his initial term of office by a majority of the Continuing Directors in office at the time of such recommendation, but excludes any director who, together with his affiliates, is the beneficial owner of 20% or more of the outstanding Shares (excluding securities beneficially owned by reason of being a trustee of any employee benefit plan of the System). 2.06 Corporate Targets means the same return on common equity targets and cents per kilowatthour targets found in Article IV of the Senior Incentive Compensation Plan for the Plan Year. 2.07 Fund means the fund established each year as provided in Section 8.01. 2.08 Incentive Compensation means the award made from the Fund to each Participant in accordance with Section 7.01. 2.09 Low Return Target means the same low equity return target provided in the Senior Incentive Compenstion Plan for the Plan Year. 2.10 A Major Transaction shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (a) the shareholders of New England Electric System approve a merger or consolidation with any corporation or business trust, other than (i) a merger or consolidation which would result in the individuals who prior to such merger or consolidation constitute the Board constituting at least two-thirds of the board of directors of New England Electric System or the surviving or succeeding entity immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization (or similar trasaction) in which no Person acquires more than 20% of the combined voting power of New England Electric System's then outstanding securities; (b) the shareholders of New England Electric System approve a plan of complete liquidation thereof; or (c) the shareholder of New England Electric System approve an agreement for the sale or disposition of all or substantially all of New England Electric System's assets, other than a sale or disposition which would result in the individuals who prior to such sale or disposition constitute the Board constituting at least two-thirds of the board of directors of the Person purchasing such assets immediately after such sale or disposition. 2.11 Management Committee means the Management Committee established in accordance with the New England Electric System Companies' Incentive Compensation Plan I. 2.12 New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. 2.13 Participant means an individual who has been selected, in accordance with Section 4.01, or an equivalent prior provision, to be a participant in the Plan. 2.14 Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (i) New England Electric System or any subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of New England Electric System or any subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of New England Electric System in substantially the same proportions as their ownership of shares of New England Electric System. 2.15 Plan Year means a calendar year. 2.16 Senior Incentive Compensation Plan means New England Electric Companies' Senior Incentive Compensation Plan, as amended from time to time. III. ADMINISTRATION 3.01 Administration and Interpretation. The Plan shall be administered by the Management Committee, and interpretations of the Plan by the Management Committee shall be final and binding by all parties. 3.02 Amendment and Termination. The Management Committee may amend or terminate the Plan at any time; provided, however, that no such action shall affect any right or obligation with respect to any award of incentive compensation previously granted; and provided, further, the provisions of Article IX and Sections 2.03 and 2.04 may not be amended without the written consent of any Participant affected. 3.03 No Segregation of Assets; No Assignment. New England Electric System is not required to set aside or segregate any assets of any kind to meet obligations under this Plan. A Participant has no rights under this Plan to any specific assets of New England Electric System. A Participant may not commute, sell, assign, transfer, or otherwise convey the right to receive any payments under this Plan, which payments and the right thereto shall be, to the fullest extent permitted by law, nonassignable and nontransferable, whether voluntarily or involuntarily. 3.04 Participant List. The Management Committee shall be responsible for maintaining an up-to-date list of the Participants in the Plan. 3.05 Accounting. The Manager of Internal Audits and the Controller will be responsible to the Management Committee for accounting matters directly affecting the Plan. IV. PARTICIPATION 4.01 Selection. The participants in the Plan will be selected by the Management Committee. 4.02 Notification. It is anticipated (but not binding) that the Management Committee shall notify by December 1 of each year those executives who for the following year have been included in the Plan and those that may be subsequently dropped from the Plan. 4.03 Goals. The Management Committee, or its designees, shall establish individual goals for each Participant for each Plan Year and shall advise each Participant what goals have been so established. V. PARTICIPANTS' COMPENSATION 5.01 Base Compensation and Incentive Compensation. The compensation for each Participant will consist of two parts: Base Compensation and Incentive Compensation. VI. BASE COMPENSATION 6.01 Determination. A Participant's performance will be evaluated and his/her compensation, including any merit or promotional increase, will be set in accordance with the New England Electric Salary Management Program. A Participant's Base Compensation may be set anywhere within the salary range. VII. INCENTIVE COMPENSATION 7.01 Incentive Compensation Amounts. When the books are closed at the end of a Plan Year and the amount of the Fund for that year is determined in accordance with Article VIII, the Management Committee will determine the appropriate amount to be awarded each Participant, and this money will be distributed to the Participants by the end of March following the Plan Year. 7.02 Criteria for Determining Incentive Compensation. In arriving at each Participant's Incentive Compensation, the Management Committee, shall be governed by the degree of success achieved by the Participant in reaching his/her individual goals which were established prior to the Plan Year. Its decision will be binding. The money remaining in the Fund will be allocated among all the Participants based upon their total individual performances during the Plan Year. 7.03 Notification of Award. The Management Committee shall be responsible for seeing that each Participant is told the basis for the size of his/her Incentive Compensation. 7.04 Cooperation of Others. To achieve any of the established goals will require the close cooperation of all the Participants. If the Management Committee feels in any instance that lack of such cooperation by others is making it difficult for a Participant to achieve his/her individual goals, the dollars not paid to this Participant will not be distributed to the other members of the Plan. Otherwise, all money in the Fund will be distributed. VIII. INCENTIVE COMPENSATION FUND 8.01 Calculation. The Fund for the Plan will be based on the sum of the percentages for the Corporate Targets reached multiplied by the sum of all Participants' Base Compensation, namely: Return on Common Equity - Target A 11.5% Return on Common Equity - Target B 5.5% Return on Common Equity - Target C 11.5% Return on Common Equity - Target D 5.5% Cents Per Kilowatthour - Target A 10% Cents Per Kilowatthour - Target B 5% 8.02 Scaling. Results will be scaled using straight line interpolation between the Return on Common Equity Targets A and B and between Return on Common Equity Targets C and D. In determining whether the Return on Common Equity Targets are met, the Management Committee may enhance or curtail the actual return on equity in response to extraordinary events or other factors relevant to performance of New England Electric System companies. 8.03 Minimum Performance Requirement. If the Low Return Target is not achieved, there will be no Incentive Compensation for the Plan Year. IX. PAYMENT UPON CHANGE OF CONTROL 9.01 Change of Control. In the event of a Change in Control or Major Transaction, each Participant will receive, within 30 days, a cash payment equal to the average of the bonus percentages for this Plan for the last three years prior to the Change in Control or Major Transaction times the Participant's annualized Base Compensation. If the Change in Control or Major Transaction occurs prior to the determination and payment of the Incentive Compensation for the prior Plan Year, the Participant will also receive within 30 days a cash payment equal to said percentage times the Participant's Base Compensation received in the prior Plan Year; provided, however, if it is determined that the Fund percentage calculated in accordance with Sections 8.01 and 8.02 for said prior Plan Year would have been greater, such higher percentage will be used. No further benefits will be payable from this Plan. X. GENERAL PROVISIONS 10.01 Other Benefit Plans. A Participant's Incentive Compensation will not be used in determining benefits under any group insurance plan or any other incentive program other than New England Electric Companies' Incentive Share Plan. 10.02 Termination of Participation; Interplan Transfer. If, for any reason, a Participant should cease to be actively employed by a subsidiary of New England Electric System prior to July 1 of a Plan Year, that person will not be deemed a Participant for that year unless the Management Committee determines there are extraordinary circumstances which justify inclusion. A Participant who ceases to be so actively employed during the last six months of a Plan Year will be deemed a Participant for that year on a proportional basis. The Management Committee will also determine the extent, if any, of participation by the person replacing a Participant. If a Participant becomes a participant in another incentive compensation plan during the Plan Year, the Participant will be deemed to be a Participant for that year on a proportional basis in each of the Plans, respectively. 10.03 Future Employment. Neither the Plan nor the making of awards hereunder shall be construed to create any obligation to continue the Plan or to give any present or future employee any right to continued employment. 10.04 Headings. The headings of articles and sections of the Plan are for convenience of reference only. 10.05 Gender and Number. Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine; and such words as "herein," "hereinafter," "hereof," and "hereunder" shall refer to this instrument as a whole and not merely to the subdivisions in which such words appear. 10.06 Governing Law. Except as otherwise required by law, the Plan and all matters arising thereunder shall be governed by the laws of The Commonwealth of Massachusetts. 10.07 Effective Date. This Amendment shall be effective January 1, 1995. Date: April 20, 1995 /s/ John W. Rowe ______________________________________ J.W. Rowe Date: April 20, 1995 /s/ Joan T. Bok ______________________________________ J.T. Bok The Management Committee EX-10 15 NEES EXHIBIT (10)(U) EXHIBIT (10)(u) NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE SHARE PLAN Adopted February 27, 1990 Effective January 1, 1990 Amended February 8, 1991 Amended January 1, 1994 TABLE OF CONTENTS ----------------- Page ---- I. PURPOSE 1 II. DEFINITIONS 2.01 Annual Incentive Award 1 2.02 Benefits Committee 1 2.03 Cash Bonus 1 2.04 Change in Control 2 2.05 Company 3 2.06 Compensation Committee 3 2.07 Continuing Directors 3 2.08 Hardship 4 2.09 ICP-I 4 2.10 ICP-I Category A Participant 4 2.11 ICP-I Category B Participant 4 2.12 ICP-II 4 2.13 Management Committee 5 2.14 Matching Percentage 5 2.15 New England Electric Company Management Incentive Plan 5 2.16 New England Electric System 6 2.17 NEES Board 6 2.18 Participant 6 2.19 Performance Based Bonus Plan 6 2.20 Plan 6 2.21 Plan Year 6 2.22 Restricted Shares 7 2.23 Shares 7 2.24 System 7 2.25 Trustee 7 III. ADMINISTRATION 3.01 Administration and Interpretation 7 3.02 Amendment or Termination 7 IV. ANNUAL INCENTIVE AWARD 4.01 Calculation of Award 8 4.02 Purchase of Restricted Shares 8 4.03 Timing of Purchase 8 4.04 Distribution of Restricted Shares 8 V. RESTRICTED SHARES 5.01 Assignment and Alienability 9 5.02 Death or Disability 9 5.03 Change of Control 9 5.04 Hardship 9 5.05 Voting, Tender, Dividend Rights 9 5.06 Purchase of Shares from System 9 VI. GENERAL PROVISIONS 6.01 Other Benefit Plan 11 6.02 Future Employment 11 6.03 Headings 11 6.04 Gender and Number 11 6.05 Governing Law 11 Signature 11 NEW ENGLAND ELECTRIC COMPANIES' INCENTIVE SHARE PLAN -------------------- I. PURPOSE ------- The purpose of the Incentive Share Plan (the Plan) is to achieve and maintain a high level of corporate performance and continue the identification of interest between management and shareholders by making it possible for those selected executives and individuals whose efforts and responsibilities have a direct and major influence on corporate performance to earn significant compensation, in the form of restricted shares, measured by the individual's achievements under other NEES company incentive compensation or bonus plans. II. DEFINITIONS 2.01 Annual Incentive Share Award means the award referred to in Article IV. 2.02 Benefits Committee means the committee established in accordance with New England Electric System Companies' Final Average Pay Pension Plan I. 2.03 Cash Bonus means the total cash bonus awarded a Participant for a Plan Year under a New England Electric Company Management Incentive Plan, including amounts awarded upon a Change in Control. 2.04 Change in Control occurs when: (i) any person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding any qualified employee benefit plan of the System) acquires more than 20% of the outstanding Shares, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of the outstanding Shares to acquire Shares for cash, other property, or a combination thereof or by any other means, unless the transaction is consented to by vote of a majority of the Continuing Directors; (ii) New England Electric System transfers all or a substantial part of its assets to another person, firm, corporation, organization, or association of persons or organizations acting in concert (excluding a subsidiary controlled by New England Electric System itself), unless the transaction is consented to by vote of a majority of the Continuing Directors. (iii) New England Electric System consolidates or merges with or into any person, firm, corporation, organization, or association of persons or organizations, unless the transaction is consented to by vote of a majority of the Continuing Directors; or (iv) during any period of 24 consecutive months, individuals who at the beginning of such 24-month period were directors of New England Electric System shall cease to constitute a majority of the NEES Board, unless (a) the remaining directors who were directors at the beginning of such period and (b) any other directors whose election was approved in advance by directors representing a majority of the directors then in office who were directors at the beginning of such period constitute a majority of the NEES Board. 2.05 Company means any New England Electric System Company that has an employee(s) who participates in the Plan. 2.06 Compensation Committee means the compensation committee of the NEES Board. 2.07 Continuing Directors means, as of the date of determination, any director who was a member of the NEES Board as of January 1, 1990, or who was recommended for his/her initial term of office by a majority of the Continuing Directors in office at the time of such recommendation, but excludes any director who, together with his/her affiliates, is the beneficial owner of 20% or more of the outstanding Shares (excluding securities beneficially owned by reason of being a trustee of any employee benefit plan of the System). 2.08 Hardship means a circumstance where the Benefits Committee determines that the Participant is suffering from a serious financial emergency resulting from circumstances beyond the Participant's control. 2.09 ICP-I means New England Electric System Companies' Incentive Compensation Plan, as amended from time to time. 2.10 ICP-I Category A Participant means those participants designated as such pursuant to ICP-I, as amended from time to time. 2.11 ICP-I Category B Participant means those participants designated as such pursuant to ICP-I, as amended from time to time. 2.12 ICP-II means New England Electric System Companies' Incentive Compensation Plan II, as amended from to time. 2.13 Management Committee means the Management Committee consisting of the Chairman and the President of New England Electric System. 2.14 Matching Percentage means: 60% if the Participant is a participant in New England Electric Companies' Senior Incentive Compensation Plan; 50% if the Participant is an ICP-I Category A Participant; 45% if the Participant is an ICP-I Category B Participant; 45% if the Participant is a participant in ICP-II; or 45% if the Participant is a participant in the Performance Based Bonus Plan. 2.15 New England Electric Company Management Incentive Plan means any or all of the following plans as in effect from time to time: New England Electric Companies' Senior Incentive Compensation Plan; ICP-I; ICP-II; and Performance Based Bonus Plan. 2.16 New England Electric System means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, or agent thereof assumes or shall be held to any liability therefor. 2.17 NEES Board means board of directors of New England Electric System. 2.18 Participant means any individual who is a participant in a New England Electric Company Management Incentive Plan. 2.19 Performance Based Bonus Plan means New England Electric Companies' Performance Based Bonus Plan, as amended from time to time. 2.20 Plan means the New England Electric Companies' Incentive Share Plan, as amended from time to time. 2.21 Plan Year means a calendar year. 2.22 Restricted Shares means Shares issued under the Plan subject to the restrictions found in Article V. 2.23 Shares means common shares of New England Electric System. 2.24 System means the New England Electric System holding company system. 2.25 Trustee means any bank or other financial institution so designated by the Management Committee. III. ADMINISTRATION 3.01 The Plan shall be administered by the Management Committee. Interpretations of the Plan by the Management Committee shall be final and binding on all parties; provided, however, any interpretations which would substantially increase the benefits under the Plan of any member of the Management Committee shall be referred to the Compensation Committee. 3.02 The Compensation Committee may amend or terminate the Plan at any time; provided, however, that no such action shall affect any right or obligation with respect to any Annual Incentive Share Award previously granted; and provided, further, the provisions of Sections 2.04, 2.07, and 5.03 may not be amended without the written consent of any Participant affected. IV. ANNUAL INCENTIVE SHARE AWARD 4.01 Each Participant's Annual Incentive Share Award shall be determined by multiplying the Participant's Cash Bonus by the applicable Matching Percentage. 4.02 The Annual Incentive Share Award provided by the Companies shall be used to purchase Shares in the Participant's name which shall be subject to the restrictions found in Article V. The number of Shares purchased shall be rounded up for any award amounts not sufficient to purchase a whole Share. 4.03 Purchase of Shares under the Plan shall take place as soon as practicable following the end of the Plan Year for which the Annual Incentive Share Award applies. 4.04 Restricted Shares shall be distributed to Participants within a reasonable time after purchase is completed. V. RESTRICTED SHARES 5.01 All Shares awarded under the Plan which are subject to this Article shall not be commuted, sold, assigned, transferred, or otherwise conveyed, whether voluntarily or involuntarily, for a period of five years from issuance. 5.02 In the event of a Participant's death or disability, any and all restrictions on Restricted Shares shall lapse. 5.03 In the event of a Change of Control, any and all restrictions on Restricted Shares shall lapse. 5.04 In the event of Hardship, the Benefits Committee may authorize a removal of restrictions on the number of Restricted Shares necessary to alleviate the Hardship. 5.05 Participants hold all voting, tender offer, exchange offer, and dividend rights to Restricted Shares. 5.06 Shares awarded may, at the option of the Compensation Committee, be either newly issued or purchased on the open market. If Shares are purchased on the open market, the Management Committee may require each Company to deposit cash in a trust as needed to buy the requisite number of Shares for awards as they are determined. The Trustee will invest the cash in Shares as soon as practicable. Any Shares purchased by the Trustee shall be held until all awards have been invested in Shares. Share awards shall be allocated and distributed to Participants as soon as practicable after completion of all purchases. Any awards held in trust shall be held for the exclusive benefit of the Participants. The price of Shares, whether purchased from the System or on the open market, will be computed on the basis of the average of high and low prices on the New York Stock Exchange - Composite Transactions as reported in The Wall Street Journal for the five consecutive trading days ending on the last trading day prior to the fifteenth day of January following the Plan Year for which the award applies, or the date of Change in Control, if applicable. If there is no trading in Shares on the New York Stock Exchange for a substantial amount of time during the five-day period, or if publication by The Wall Street Journal of reports of Share transactions for any day in the five-day period does not take place or is subject to reporting error, the value of Shares shall be determined by the System on the basis of such market quotations or other method as the System shall deem appropriate. The price of Shares purchased on the open market shall not include commissions. To the extent Shares held by the Trustee earn cash dividends, said dividends shall be allocated and distributed to Participants on a pro-rata basis. VI. GENERAL PROVISIONS 6.01 Awards or other distributions issued under the Plan will not be used in determining a Participant's benefit under any group insurance plan or any incentive program. 6.02 Neither the Plan nor the making of awards hereunder shall be construed to create any obligation to continue the Plan or to give any present or future employee any right to continued employment. 6.03 The headings of articles and sections of the Plan are for convenience of reference only. 6.04 Unless the context requires otherwise, the singular shall include the plural; the masculine gender shall include the feminine; and such words as "herein", "hereinafter", "hereof", and "hereunder" shall refer to this instrument as a whole and not merely to the subdivisions in which such words appear. 6.05 Except as otherwise required by law, the Plan and all matters arising thereunder shall be governed by the laws of The Commonwealth of Massachusetts. Date: January 3, 1994 /s/ John W. Rowe Pursuant to Vote dated October 7, 1993 by the Compensation Committee EX-13 16 NEES ANNUAL REPORT [QUARTER-PAGE RECTANGLE SILHOUETTE APPEARS IN UPPER-RIGHT OF COVER] NEES achieved its seventh consecutive year of superior financial results in 1995 while retaining our position as New England's lowest cost major electricity provider. Annual Report 1995 [LOGO] New England Electric System [PHOTO OF MANCHESTER STREET STATION APPEARS HERE] The repowering of our Manchester Street Station was successfully completed in 1995. Contents Letter to Shareholders 2 An Industry in Transition 6 The NEES Response 8 Renewing Our Assets 10 Financial Review 14 Financial Statements 23 Notes to Financial Statements 30 Report of Management 41 Report of Independent Accountants 41 Shareholder Information 42 NEES Directors and Officers - NEES Subsidiaries 45 [MAP AND LEGEND APPEAR HERE] The New England Electric System subsidiaries: Massachusetts Electric Company, The Narragansett Electric Company, and Granite State Electric Company, retail electric companies that provide electricity and related services to 1.3 million customers in 194 communities in Massachusetts, Rhode Island, and New Hampshire; New England Power Company, a wholesale electric generating company that operates five thermal generating stations, 14 hydroelectric generating stations, a pumped storage station, and approximately 2,400 miles of transmission lines; New England Electric Resources, Inc., an independent project development and consulting company that seeks investment opportunities in power plant modernization, transmission, and environmental improvement; New England Electric Transmission Corporation, New England Hydro-Transmission Corporation, and New England Hydro-Transmission Electric Company, Inc., electric transmission companies that developed, own, and operate facilities associated with the high voltage, direct current interconnection between New England and Quebec; Narragansett Energy Resources Company, a wholesale electric generating company that owns 20 percent of the Ocean State Power generating station in Rhode Island; New England Energy Incorporated, an oil and gas exploration and development company; New England Power Service Company, a service company that provides administrative, legal, engineering, and other support to its affiliated NEES subsidiaries. FINANCIAL HIGHLIGHTS 1995 1994 ---- ---- Earnings per average share 3.15 $3.07 Dividends declared per share $2.345 $2.285 Book value per share year end $25.13 $24.33 Market price per share year end $39-5/8 $32-1/8 Growth in kilowatt-hour (kWh) sales to ultimate customers 0.7% 1.6% Cost per kWh to ultimate customers (cents) 9.54 9.29 Return on Common Equity - 1995 New England Electric System 12.8% Median of U.S. Electric Utilities 11.7% Median of New England/New York Electric Utilities 10.4% New England Electric System (NEES) is a public utility holding company headquartered in Westborough, Massachusetts. The NEES family of companies, described on the inside page to the left, constitutes the second largest electric utility system in New England. Core business activities are the generation, transmission, distribution, and sale of electric energy and the delivery of related services, including energy efficiency improvements, to residential, commercial, industrial, and municipal customers. Other business activities include independent transmission projects and energy management consultation. The NEES companies are guided by the following commitment: "We pledge to provide our customers the highest possible value by continuously improving electric service, managing costs, and reducing adverse environmental impacts." TO OUR FELLOW SHAREHOLDERS Our financial results in 1995 highlighted the seventh good year in a row for New England Electric System (NEES). Earnings per share were $3.15, compared with $3.07 in 1994. Return on common equity was 12.8 percent, placing NEES in the top-third of major electric utilities in the nation. Our returns on equity have been in the top-third of utilities in the Northeast in each of the last seven years. The total return on NEES shares met our target of top-third performance among U.S. electric utilities on a rolling five-year basis. Bond ratings were maintained at A+ or higher in 1995, above national averages and the best among major New England utilities. Your quarterly dividend was increased again in May 1995 and now stands at an annual level of $2.36 per share, an increase of 16 percent over the past five years. Our average retail rate of 9.5 cents per kilowatt-hour remained the lowest among major utilities in New England. Our average rates have increased only 1.5 percent per year since 1991, approximately half the increase in both the average rate of other regional utilities and of the Consumer Price Index. Most important, we held our regional cost advantage while maintaining reliability and expanding services to customers. Manchester Street repowering The repowering of our Manchester Street Station in Providence, Rhode Island was completed ahead of schedule and under budget. This 489 megawatt, $450 million facility is now the cleanest and most efficient fossil-fueled power plant in New England and, in 1995 dollars, represents the lowest construction cost per kilowatt of any major plant recently built in our region. Forging a "new" industry While our performance in 1995 and previous years has created many strengths to carry us forward, we, like other utilities, face challenging times as our industry is restructured. In last year's annual report, we described how the laws and regulations governing utilities are being changed to increase competition. New regulations permitting competitors to use utility transmission and distribution systems to reach customers may alter the structure, operations, and financial position of much of our industry. [PHOTO OF JOAN BOK APPEARS HERE] Joan T. Bok, Chairman of the Board At NEES, we believe that we can best protect our investors and serve customers by working to make such regulations fair and practical, rather than by opposing competition. While much remains to be worked out, our efforts to date have helped to bring about preliminary orders of several state utility commissions that respect the rights of utility shareholders, as is described more fully later in this report. Responding to the requirements of our regulators, our Massachusetts retail subsidiary in February 1996 submitted our Choice: New England plan to the Commonwealth's Department of Public Utilities. The plan is summarized on page 9. We hope to test elements of the plan through pilot programs in Massachusetts and New Hampshire. In Rhode Island, legislation was filed by the leadership of the state's House of Representatives in February 1996 that would phase in retail competition over a four-year period beginning in 1998. It parallels many of the features of Choice: New England. Savings to Rhode Island customers would be substantial. The NEES companies would recover their sunk investments in power plants and contracts with independent power producers through a transition charge. Although the bill would attain these savings by reducing our return on the assets covered by the transition charge and by placing substantial competitive pressure on our future revenues and operating costs, we consider it to be a sensible and practical compromise and are supporting its enactment. Focus on financial performance As we enter the new world of competition, our employees are committed to shareholder value. Approximately 90 percent are owners of NEES shares through various investment programs. Employee ownership equals 8 percent of the total shares outstanding. In 1995, the NEES Board of Directors adopted share ownership targets for senior managers. In addition, a significant percentage of our employees' compensation - ranging from 14 percent to nearly 60 percent depending on the person's position and length of service in the organization - will hinge on NEES meeting annual targets for earnings and customer costs. [PHOTO OF JOHN W. ROWE APPEARS HERE] Jown W. Rowe, President and Chief Executive Officer Management changes Two members of the NEES senior management team retired on December 31, 1995. Frederic E. Greenman, senior vice president, general counsel, and secretary, retired with 26 years of service. His outstanding judgment and counsel have helped NEES meet the challenges of the past decades and prepared it to thrive in the industry of the future. John W. Newsham, vice president, retired with 45 years of service to the NEES companies. Mr. Newsham provided invaluable leadership in such areas as the Manchester Street Station repowering project, hydro relicensing, labor relations, and employee safety. Joining our senior management is Cheryl A. LaFleur, who was elected NEES vice president, general counsel, and secretary. Ms. LaFleur's responsibilities include legal and governmental affairs as well as corporate communications. She has held a number of legal and management positions with the NEES companies, most recently vice president of retail marketing for Massachusetts Electric. The future In 1996, we have two principal goals. First, we will strive to reach final resolution of restructuring plans with our three states and our federal regulators that protect the interests of our shareholders and give us an opportunity to grow and prosper in the future. Second, we will seek to develop new business opportunities and market products that will meet our customers' energy needs and help us compete successfully in a restructured industry. We have the people, the attitude, and the assets to meet these challenges. On behalf of all employees of the NEES companies, we thank you for your continued confidence and investment in New England Electric System. s/ Joan T. Bok Joan T. Bok Chairman of the Board s/ John W. Rowe John W. Rowe President and Chief Executive Officer March 1, 1996 All Five of NEES's Key Financial Goals were Achieved in 1995 ------------------------- Dividend Growth exceeded average of electric utilities on rolling 5-year average. Return on Equity in top one-third of major New York and New England utilities. Cash Flow coverage of dividend in top one-third of major electric utilities. Investment Quality Auditors' reports not qualified and bond ratings A+. Total Return in top one-third of major U.S. Electric utilities on rolling 5-year average. [COLORED DIVIDER PAGE APPEARS HERE] Shaping Change [KEY HOLE SILHOUETTE ON ENTIRE PAGE APPEARS HERE] Opening the door to competition AN INDUSTRY IN TRANSITION With the passage of the Energy Policy Act of 1992, the Federal Energy Regulatory Commission (FERC) began to develop policies to foster a competitive wholesale market for electricity. Today, a number of states are advocating that retail sales of electricity also be competitive. Retail competition would enable all retail customers - including residential customers - to choose who supplies their electricity. Large differences in electricity prices, both between neighboring utilities and across the U.S., are behind the call for changing the way that electricity is sold. While rates in the Northeast and California are 50 percent higher than in some other parts of the country, NEES's cost per kWh is the lowest of any major New England utility, with an advantage in most cases of 10 to 30 percent. In 1994, the California Public Utilities Commission announced a plan to begin retail competition. Since that announcement, many legislators and regulators have advocated more retail competition, with the expectation that it will lower prices and enhance the business climate in their respective states. Restructuring the electric industry will not mean deregulation of utilities. Our most valuable assets - transmission and distribution systems - would continue to be regulated and would be used by our competitors. In other words, we would be required to permit third parties to use our wires at regulated rates so that they may compete against us to supply electricity to customers. The generating capacity that electric utilities own or have contracted for was built in accordance with state requirements to meet expected demand, including demand on the hottest and coldest days of the year. We are required to maintain reserve generating capacity to cover contingencies. Utilities also have been required to make generation commitments 10 to 20 years into the future, based on forecasts of economic growth that haven't always been realized. The result is excess capacity in New England's generating plants, some of which the utilities can sell to others at wholesale, but at a price that often doesn't reflect the total price of production. Under these circumstances, if utility wires were simply thrown open to competitors at historic cost rather than at their real value, the market price of electricity would fall to a level approaching the fuel cost of operating our power plants. Utilities would not collect sufficient revenues to cover all of their other operating costs or the fixed costs of the plants they built under a regulated regime. Competition on these terms would leave us with large fixed costs for generating electricity that would be unrecoverable, or "stranded." The FERC has recognized that existing investments should not be stranded by open access, stating: "Industry restructuring must go forward so that a competitive marketplace will become a reality. But we cannot expect the utilities to be willing participants unless we ensure that their prudently incurred costs are recovered. That is the only fair way to proceed." [PHOTO CAPTION] Opening utility wires to competition will require an access or transition charge to assure [PHOTO OF POWER PLANT APPEARS HERE] recover of utility investments in generation and independent power production contracts. [UP-POINTING ARROW SILHOUETTE COVERING ENTIRE PAGE APPEARS HERE] Defining a restructuring strategy THE NEES RESPONSE During the first half of 1995, the NEES companies negotiated with a variety of stakeholders to agree upon interdependent principles to guide the introduction of retail competition in New England. The principles support retail competition, the integrity of contracts with independent power producers, recovery of stranded investments, and continued environmental improvement. Both the Massachusetts and Rhode Island commissions issued orders in August 1995 requiring utilities to file plans to introduce retail competition. Both orders substantially reflect the interdependent principles. The Massachusetts order stated: "Utilities should have a reasonable opportunity to recover net, non-mitigatable, stranded costs associated with commitments previously incurred pursuant to their legal obligations to provide electric service..." Earlier in 1995, the Rhode Island legislature had passed bills that would have introduced retail competition without provisions for stranded cost recovery. The Governor vetoed these bills, subject in part to the requirement that our subsidiary Narragansett Electric file a retail competition plan within one year. On February 7, 1996, the leadership of the Rhode Island House of Representatives introduced legislation containing a detailed approach to retail competition. The bill phases in customer choice beginning in 1998 for large manufacturers and new commercial and industrial customers, and choice for all by 2001. If choice comes into play more quickly in other New England states and 50 percent or more customers have choice, the Rhode Island dates would advance. The bill protects all customers by allowing them to stay with their existing utility under a capped rate if they so choose. We believe it to be the most decisive and equitable legislation proposed anywhere and have given it our support. On February 16, 1996, our Massachusetts retail subsidiary, Massachusetts Electric, submitted our plan for introducing competition. Entitled Choice: New England, the plan foresees competitive markets for electricity generation and regulated transmission and distribution, and would allow customers to choose electricity suppliers beginning January 1, 1998. Customers could choose to obtain power through their current supplier or contract directly with a market-based supplier. As in the Rhode Island legislation, utilities would recover stranded costs through an access or transition charge. In New Hampshire, where our subsidiary Granite State Electric has 36,000 customers, the Governor, Legislature, and Public Utilities Commission have moved to introduce retail competition for electricity suppliers, because rates in most of the state are among the nation's highest. The PUC proposed a retail pilot program in response to legislation enacted in 1995. All New Hampshire utilities including Granite State Electric have challenged aspects of this proposal, especially the provision that only 50 percent of stranded costs would be recovered. Hearings before the PUC will be held in March 1996. [PHOTO CAPTION] Through consensus building and persuasive advocacy, the NEES [PHOTO OF INDIVIDUAL MAKING PRESENTATION APPEARS HERE] companies helped to set a direction for electric industry restructuring. [STAR-SHAPED SILHOUETTE COVERING ENTIRE PAGE APPEARS HERE] Skilled people reinforce our assets RENEWING OUR ASSETS While sober about the challenges facing our business, we are also optimistic because we bring many strengths to the competitive world. Dollars & sense Our relatively strong balance sheet will permit us to recover potentially stranded costs in a reasonable time frame, therefore enhancing our relative competitiveness compared with other utilities in our region. Cost control, conservative accounting, avoidance of deferrals, and comparatively low nuclear ownership all strengthen our balance sheet. Cost control measures implemented in 1995 include the completion of the Manchester Street repowering project more than $130 million under budget and the launch of a supply chain management process to reduce our expenditures for goods and services. Profitable relationships Our customer relationships go far beyond reliable delivery of electricity at the region's lowest prices. Our continuous service improvements - - such as energy conservation programs, fast restoration of outages, consolidated billing for customers with multiple sites, and power quality programs - are building the strong customer relationships that will endure in the competitive marketplace. When we open our new Customer Services Center in 1996 with around-the-clock hours and up-to-date computers and communications technologies, customers will find it even easier and faster to deal with us. Physical assets Our transmission and distribution network consists of 2,700 miles of transmission lines and more than 20,000 miles of distribution lines. These lines and associated facilities and rights-of-way would be very expensive, difficult, and time-consuming to permit and build today and are necessary for an efficient competitive system. The repowering of Manchester Street Station represents the cost-effective use of a valuable piece of developed property. The project was the largest construction project in Rhode Island's history. Entering service in late 1995, the plant is the cleanest and most efficient fossil-fueled plant in New England and is competitive with independent power facilities. We use a variety of fuels and power sources to run our plants, and some of our generating units run on more than one fuel. The mix of coal, natural gas, nuclear, hydro, oil, and renewables is to our advantage when we negotiate fuel prices, and provides some protection from large fluctuations in the price of any one fuel. People Constant training and retraining of our employees is key to implementing new technologies, setting higher standards, promoting safety, and changing the way we work to meet the challenges of competition. [PHOTO CAPTION] Our employees will make the NEES companies [PHOTO OF HIGH-TENSION LINES AND LINE ENGINEERS APPEARS HERE] formidable competitors in a restructured electric utility industry. In 1995, nearly 25 percent of our employees participated in one or more sessions at our training center in Millbury, Massachusetts. Programs include indoor and outdoor skills instruction as well as computer, management, and leadership training. Reinforcing our efforts to prepare for competition are new four-year labor agreements reached in May 1995 with our three labor unions. The contracts include performance-based bonuses tied to earnings per share and to individual employee performance. We believe they are the first utility/union contracts in the U.S. that incorporate these performance-based measures. Environment We have achieved many "firsts" that demonstrate our commitment to environmentally responsible and progressive operations. For example, we are the first utility in Massachusetts to sell nitrogen oxide credits which were earned by reducing emissions at our plants ahead of regulatory deadlines, and are the first electric utility to receive America's Corporate Conscience Award for Environmental Stewardship from the Council on Economic Priorities. We are also the only utility in New England that is recycling high-carbon flyash from coal-fired power plants into saleable products. Reputation Reputations grow slowly and require constant attention to endure. Growing ours took years of superior public service and hard work. We believe we have earned the reputation of being a company that provides reliable electricity, does so at a lower price than its neighbors, gets involved in the communities it serves, and goes the extra mile to help customers get the most for their energy dollars. What matters is the day-to-day work we do and accomplishments such as the quick return of power to 2,000 customers after a tornado tore a wide path of destruction last May in rural Great Barrington, Massachusetts. Meeting new challenges These assets have helped us to weather past challenges and emerge a winner in the regulated world. The same assets - a strong financial position, hardworking employees who are able to meet new challenges, environmentally responsible operations, and a strong reputation - are basic ingredients for continued success in the brave new world of competitive electricity markets. [PHOTO CAPTION] Our relationships with customers are [PHOTO OF CUSTOMERS WORKING AT BOTTLING PLANT] sustained by continuous service improvements. Financial Report Financial Review 14 Financial Statements 23 Selected Financial Data 23 Consolidated Income Statements 24 Consolidated Retained Earnings Statements 24 Consolidated Balance Sheets 25 Consolidated Cash Flow Statements 26 Consolidated Capitalization Statements 27 Notes to Consolidated Financial Statements 28 Report of Management 41 Report of Independent Accountants 41 Shareholder Information 42 FINANCIAL REVIEW [GRAPH APPEARS HERE] Overview Earnings in 1995 were $3.15 per share compared with $3.07 and $2.93 per share in 1994 and 1993, respectively. The 1995 return on common equity was 12.8 percent. The increase in 1995 earnings reflects slightly higher kilowatt-hour (kWh) sales to ultimate customers, decreased depreciation and amortization expense, and decreased operation and maintenance expenses, partially offset by higher purchased power and interest expenses. The increase in 1994 earnings over 1993 was attributable to increased kWh sales to ultimate customers, decreased purchased power and interest expenses, and the amortization of unbilled revenues. In addition, earnings in 1993 were reduced by the one-time effects of an early retirement program and the establishment of additional gas waste reserves. These factors were partially offset by increased operation and maintenance expenses and a temporary rate reduction in 1994. In 1995, kWh sales to ultimate customers increased less than 1 percent. This increase was primarily due to a return to more normal weather in the fourth quarter of 1995, along with a warmer summer in 1995, partially offset by lower sales in the first quarter of 1995 due to unusually mild weather. In 1994, kWh sales to ultimate customers increased 1.6 percent over 1993, reflecting an improved regional economy. In May 1995, the annual dividend rate was raised to $2.36, which represents a $.06 per share increase on an annual basis. In 1994, the annual dividend rate was also increased $.06 per share. The market price of New England Electric System (NEES) common shares at the end of 1995 was $39-5/8 per share compared with $32-1/8 per share and $39-1/8 per share at the end of 1994 and 1993, respectively. Competitive conditions The electric utility business is being subjected to rapidly increasing competitive pressures, stemming from a combination of trends, including the presence of surplus generating capacity, a disparity in electric rates among regions of the country, improvements in generation efficiency, increasing demand for customer choice, and new regulations and legislation intended to foster competition. To date, this competition has been most prominent in the bulk power market, in which non-utility generators have significantly increased their market share. Electric utilities have had exclusive franchises for the retail sale of electricity in specified service territories. As a result, competition in the retail market has been limited to (i) competition with alternative fuel suppliers, primarily for heating and cooling, (ii) competition with customer-owned generation, and (iii) direct competition among electric utilities to attract major new facilities to their service territories. These competitive pressures have led the NEES companies and other utilities to offer, from time to time, special discounts or service packages to certain large customers. In states across the country, including Massachusetts, Rhode Island, and New Hampshire, there have been an increasing number of proposals to allow retail customers to choose their electricity supplier, with incumbent utilities required to deliver that electricity over their transmission and distribution systems (also known as "retail wheeling"). If electric customers were allowed to choose their electricity supplier, utilities across the country would face the risk that market prices may not be sufficient to recover the costs of the commitments incurred to supply customers under a regulated industry structure. The amount by which costs exceed market prices is commonly referred to as "stranded costs." The NEES companies derive approximately 70 percent, 23 percent, and 3 percent of their electric sales revenues from ultimate customers in Massachusetts, Rhode Island, and New Hampshire, respectively. Each of the NEES retail subsidiaries purchases electricity on behalf of their customers under wholesale all-requirements contracts with NEES's wholesale generating subsidiary, New England Power Company (NEP). Choice: New England In October 1995, the NEES companies announced a plan to allow all customers of electric utilities in Massachusetts, Rhode Island, and New Hampshire to choose their power supplier beginning in 1998. The plan, Choice: New England, was developed in response to 1995 decisions by the Massachusetts Department of Public Utilities (MDPU) and the Rhode Island Public Utilities Commission (RIPUC) that approved a set of principles for industry restructuring. These principles include allowing utilities the opportunity to recover stranded costs. Under Choice: New England, the pricing of generation would be deregulated. However, customers would have the right to receive service under a "standard offer" from the incumbent utility, the pricing of which would be approved in advance by regulators. Customers electing the standard offer would be eligible to choose an alternative power supplier at any time, but would not be allowed to return to the standard offer. Under Choice: New England, transmission and distribution rates would remain regulated. However, the plan proposes that cost of service pricing of distribution rates would be supplemented by a system that would reward or penalize distribution utilities for their performance relative to benchmarks established by regulators. [GRAPH APPEARS HERE] Choice: New England proposes that the cost of NEP's past generation commitments that are at risk due to competition be recovered through a wires access or transition charge. Those generation commitments, which are currently estimated at approximately $4 billion on a present value basis, primarily consist of (i) generating plant commitments, (ii) regulatory assets, (iii) purchased power contracts, and (iv) the operating cost of nuclear plants which cannot be mitigated by shutting down the plants (otherwise referred to as "nuclear costs independent of operation"). Sunk costs associated with utility generating plants, such as past capital investments, and regulatory assets would be recovered over ten years. The return on equity related to the unrecovered capital investments and regulatory assets would be reduced to one percentage point over the rate on long-term "BBB" rated utility bonds. Purchased power contract costs and nuclear costs independent of operation would be recovered as incurred over the life of those obligations, a period expected to extend beyond ten years. Under Choice: New England, the access charge would be set at three cents per kWh for the first three years. Thereafter, the access charge would vary, but is expected to decline. Choice: New England was formally filed by Massachusetts Electric Company (Massachusetts Electric) with the MDPU in February 1996. Massachusetts Electric also announced that it will request the MDPU to allow the implementation of two pilot programs to test the plan. The first would allow high technology customers representing 1 percent of the NEES companies' retail sales to have direct access to alternative power suppliers beginning in July 1996. The second would allow residential and small business customers representing 0.5 percent of the NEES companies' retail sales to have direct access beginning September 1, 1996. Three other utilities and the Massachusetts Division of Energy Resources (DOER) also filed plans with the MDPU in February 1996. The DOER's plan also calls for direct access for all customers beginning in 1998 with a pilot program beginning in 1997. The DOER plan, however, proposes that, in exchange for stranded cost recovery, utilities be required to divest their generating assets, either through sale or spinoff. The NEES companies are opposed to mandatory divestiture of generation assets. The timetable for consideration of the various plans by the MDPU is uncertain. The transition access charges proposed in Choice: New England are also subject to approval by the Federal Energy Regulatory Commission (FERC). Rhode Island legislation In February 1996, the Speaker and Majority Leader of the House of Representatives of the Rhode Island Legislature announced the filing of legislation which would allow electric consumers in Rhode Island to choose their power supplier. Under the proposed legislation, large manufacturing customers and new large non-manufacturing customers would gain access to alternative power suppliers over a two-year period beginning in 1998. These customers represent approximately 14 percent of The Narragansett Electric Company's (Narragansett's) retail kWh sales. The balance of Rhode Island customers would gain access over a two-year period beginning in the year 2000, or earlier, if consumers of 50 percent of the electricity in New England gain similar rights to choose their power supplier. The NEES companies have announced their support for the proposed legislation. A key provision of the legislation authorizes utilities to recover the cost of past generation commitments through a transition access charge on utility transmission and distribution wires. The legislation divides those past commitments in the same manner as Choice: New England. The principal difference between the legislation and Choice: New England is that the legislation proposes a 12-year recovery period for utility generation commitments and regulatory assets. [GRAPH APPEARS HERE] The legislation also establishes performance-based rates for distribution utilities, including Narragansett. Under the legislation, Narragansett would be entitled to annually increase its distribution rates by approximately $10 million per year, for the period 1997 to 1999, less any increases in wholesale base rates passed on to Narragansett by NEP. For those three years, Narragansett's return on equity would be subject to a floor of 6 percent and a ceiling of 11 percent. Earnings over the ceiling would be shared equally between customers and shareholders up to an absolute cap on return on equity of 12.5 percent. To the extent that earnings fall below the floor, Narragansett would be authorized to surcharge customers for the shortfall. Consideration by the Rhode Island Legislature of the proposed legislation is expected to be completed by the summer of 1996. Previously, in 1995, the Rhode Island Legislature passed legislation that would have allowed certain industrial customers to buy power from alternative suppliers, rather than through the local electric utility. Narragansett urged the Governor of Rhode Island to veto the legislation because Narragansett believed it would result in piecemeal deregulation that would not be fair to customers or shareholders. The Governor vetoed the proposed legislation, in part because of commitments by Narragansett to provide a two-year rate discount to manufacturing customers (see "Retail rate activity" section) and to submit, by July 1, 1996, a specific and detailed proposal to the RIPUC addressing the issues associated with providing large customers with access to Narragansett's distribution system for the purpose of choosing an alternative power supplier. In the event that the Rhode Island Legislature does not enact the 1996 proposed legislation discussed above, the commitment to submit a specific proposal on open access is expected to be met by Narragansett through the filing of Choice: New England with the RIPUC. Other legislative and regulatory initiatives In February 1996, the New Hampshire House of Representatives passed a bill requiring utilities in that state to file plans by June 1996 with the New Hampshire Public Utilities Commission (NHPUC) to provide customers with access to alternative suppliers. The bill allows the NHPUC significant discretion in determining the appropriate level of stranded cost recovery. The bill would authorize the NHPUC to impose a plan on utilities if none is filed and approved by July 1997. The bill is pending in the Senate. In January 1996, Granite State Electric Company (Granite State) reached an agreement with the NHPUC staff to conduct a retail access pilot for 3 percent of Granite State's customers. If approved by the NHPUC and the FERC, participating customers in the pilot will pay access charges that are on average over 90 percent of the charges proposed under Choice: New England. The agreement includes more favorable terms regarding stranded cost recovery than preliminary pilot guidelines issued by the NHPUC. In February 1996, the NHPUC indicated that further review of certain assumptions made in the agreement was necessary. Separately, in June 1995, the NHPUC issued a decision stating that franchise territories in New Hampshire are not exclusive as a matter of law. That decision is under appeal. In February 1996, the MDPU denied the recovery of stranded power generation costs in the context of the town of Stow, Massachusetts, attempting to purchase the distribution assets in that town owned by the neighboring Hudson Municipal Light Department. Although the MDPU reaffirmed its general position that utilities should have a reasonable opportunity to recover net, non-mitigable, stranded costs, it refused to allow recovery in this case stating that Hudson had not sufficiently demonstrated that stranded costs would be incurred and made no effort to mitigate any such costs. In August 1995, the MDPU issued an order requiring a customer of another utility who installed cogenerating equipment to pay 75 percent of that utility's stranded costs attributable to serving the customer's load. The MDPU indicated the decision, which is under appeal, did not set a precedent for stranded cost recovery as part of industry restructuring. In March 1995, the FERC issued a notice of proposed rulemaking in which it stated that it is appropriate that legitimate and verifiable stranded costs be recovered from departing customers as a result of wholesale competition. The FERC also indicated that costs stranded as a result of retail competition would be subject to state commission review if the necessary statutory authority exists and subject to FERC review if the state commission does not have such authority. A final decision is expected during 1996. [GRAPH APPEARS HERE] Risk factors The major risk factors affecting recovery of at-risk assets are: (i) regulatory and legal decisions, (ii) the market price of power, and (iii) the amount of market share retained by the NEES companies. First, there can be no assurance that a final restructuring plan ordered by regulatory bodies, the courts, or through legislation will include an access charge that would fully recover stranded costs. If laws are enacted or regulatory decisions are made that do not offer an opportunity to recover stranded costs, NEES believes it has strong legal arguments to challenge such laws or decisions. Such a challenge would be based, in part, on the assertion that subjecting utility generating assets to competition without compensation for stranded costs, while requiring utilities to open access to their wires at historic cost-based rates, would constitute an unconstitutional taking of property without just compensation. Second, the access charge proposed under Choice: New England recovers only sunk costs, such as plant expenditures and contractual commitments. Because of a regional surplus of electric generation capacity, current wholesale power prices in the short-term market are based on the short-run fuel costs of generating units. Such wholesale prices are not currently providing a significant contribution toward other marginal costs, such as operation and maintenance expenses. NEES expects this situation to continue in a retail market. Third, revenues will also be affected by the NEES companies' ability to retain existing customers and attract new customers in a competitive environment. As a result of the pressure on market prices and market share, it is likely that, even if Choice: New England is implemented, the NEES companies would experience losses in revenue for an indeterminate period and increased revenue volatility. Historically, electric utility rates have been based on a utility's costs. As a result, electric utilities are subject to certain accounting standards that are not applicable to other business enterprises in general. Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (FAS 71), requires regulated entities, in appropriate circumstances, to establish regulatory assets and liabilities, and thereby defer the income statement impact of certain costs that are expected to be recovered in future rates. The effects of regulatory, legislative, or utility initiatives, such as the proposed Rhode Island legislation or Choice: New England, could, in the near future, cause all or a portion of the operations of its subsidiaries to cease meeting the criteria of FAS 71. In that event, the application of FAS 71 to such operations would be discontinued and a non-cash write-off of previously established regulatory assets and liabilities related to such operations would be required. At December 31, 1995, NEES had consolidated pre-tax regulatory assets (net of regulatory liabilities) of approximately $600 million, of which about $500 million is related to its subsidiaries' generation business (including approximately $200 million related to oil and gas properties regulated as part of the generation business), and about $100 million is related to its subsidiaries' transmission and distribution businesses. If competitive or regulatory change should cause a substantial revenue loss or lead to the permanent shutdown of any generating facilities, a substantial write-down of plant assets could be required pursuant to Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (FAS 121). In addition, FAS 121 requires that all regulatory assets, which must have a high probability of recovery to be initially established, must continue to meet that high probability standard to avoid being written off. FAS 121, which is effective for NEES and its subsidiaries in January 1996, is not expected to have a material adverse impact on the financial condition or results of operations upon adoption, based on the current regulatory environment in which NEES's subsidiaries operate. However, the impact in the future may change as competitive factors and potential restructuring influence the electric utility industry. For further discussion, see Note B. [GRAPH APPEARS HERE] Wholesale rate activity In February 1995, the FERC approved a rate agreement filed by NEP. Under the agreement, which became effective January 1995, NEP's base rates are frozen through 1996. Before this rate agreement, NEP's rate structure contained two surcharges that were recovering the costs of a coal conversion project and a portion of NEP's investment in the Seabrook 1 nuclear unit (Seabrook 1). These two surcharges fully recovered their related costs by mid-1995. However, under the rate agreement, the revenues continue to be collected as part of base rates. The agreement also provides for (i) full recovery of costs associated with the Manchester Street Station repowering project, which began commercial operation in the second half of 1995, (ii) the recovery of approximately $50 million of deferred costs associated with terminated purchased power contracts and postretirement benefits other than pensions (PBOPs) over seven years, (iii) full recovery of currently incurred PBOP costs, (iv) the recovery over three years of $27 million of costs related to the dismantling of a retired generating station in Rhode Island and the replacement of a turbine rotor at one of NEP's generating units, and (v) increased recovery of depreciation expense by approximately $8 million annually to recognize costs that will be incurred upon the eventual dismantling of its Brayton Point and Salem Harbor generating plants. Under the agreement, approximately $15 million of the $38 million in Seabrook 1 costs scheduled for recovery in 1995 pursuant to a 1988 settlement agreement were deferred for recovery in 1996. The FERC's approval of this rate agreement applies to all of NEP's customers except the Milford Power Limited Partnership (MPLP). MPLP, owner of a gas-fired power plant in Milford, Massachusetts, has protested the rate agreement based on issues related to the Manchester Street Station repowering project. (See "Purchased power contract dispute" section.) Retail rate activity The MDPU approved a $31 million increase to base rates for Massachusetts Electric effective October 1, 1995. The RIPUC approved a settlement agreement that provides for a $15 million increase to base rates for Narragansett effective December 1, 1995. The RIPUC also approved $3 million of new discounts for manufacturing customers, the costs of which are not being recovered from other customers. In July 1995, Granite State filed a $2.6 million rate increase request with the NHPUC. On October 31, 1995, Granite State received approval to collect an interim increase of $0.9 million, effective November 1, 1995, subject to refund or surcharge pending the final outcome of the full case. The NHPUC staff is recommending a rate decrease of approximately $0.3 million. A final decision is expected in 1996. The retail companies have received approval from their respective regulatory agencies to recover demand-side management (DSM) program expenditures in rates on a current basis. These expenditures were $64 million, $70 million, and $62 million in 1995, 1994, and 1993, respectively. Since 1990, the retail companies have been allowed to earn incentives based on the results of their DSM programs and have recorded before-tax incentives of $5.7 million, $7.7 million, and $7.3 million in 1995, 1994, and 1993, respectively. [GRAPH APPEARS HERE] Operating revenue Operating revenue increased $29 million in 1995 compared with 1994. This increase reflects sales growth of less than 1 percent, increased fuel revenues, the November 1994 expiration of Massachusetts Electric's temporary rate decrease, and the October 1995 Massachusetts Electric rate increase. These increases were partially offset by a decrease in the amortization of unbilled revenues in 1995. Operating revenue increased $9 million in 1994, reflecting increased sales and amortization of unbilled revenues by retail subsidiaries, partially offset by the temporary rate reduction at Massachusetts Electric. In 1994, kWh sales to ultimate customers increased 1.6 percent over 1993, reflecting an improved regional economy. Operating expenses Total operating expenses increased $2 million in 1995 compared with 1994, reflecting increased purchased power and fuel expenses. The increase in purchased power expense reflects overhauls and refueling shutdowns at partially-owned nuclear power facilities, including costs to repair steam generator tubes at the Maine Yankee nuclear power plant (Maine Yankee), in which NEP has a 20 percent interest. Maine Yankee returned to service at 90 percent capacity in January 1996. The increase in purchased power expense also includes the amortization of previously deferred purchased power contract termination costs. The increase in fuel costs, including the fuel portion of purchased power expense, reflects decreased nuclear generation due to overhauls and decreased hydro production resulting from low water levels. Depreciation and amortization expense decreased in 1995 due to reduced amortization of Seabrook 1 in accordance with NEP's 1995 rate agreement, the completion of the amortization of the costs of certain coal conversion facilities in the first half of 1995, and decreased oil and gas amortization due to decreased production. Partially offsetting these decreases were increased depreciation rates approved in NEP's 1995 rate agreement, increased charges associated with the dismantlement of a retired generating facility, and depreciation of new plant expenditures, including the Manchester Street Station, which began commercial operation in the second half of 1995. The decrease in maintenance expenses reflects lower overhaul costs at wholly-owned generating units, primarily in the fourth quarter of 1995. The increase in taxes, other than income taxes, is due to increased municipal property taxes. Total operating expenses increased $15 million in 1994 over 1993, reflecting increases in overhaul costs of wholly-owned generating units, in part to achieve compliance with the Clean Air Act. Operating expenses in 1994 also reflected cost increases in DSM, computer system development, pension and other retiree benefits, and general increases in other areas. These increases were partially offset by decreases in fuel and purchased power expense due to overhauls and refueling shutdowns of partially-owned nuclear power suppliers in 1993. In addition, 1993 operating expenses included a net amount of $30 million associated with an early retirement and special severance program and the establishment of additional gas waste reserves, partially offset by the effects of a rate settlement that allowed recovery of previously charged expenses. Depreciation and amortization increased $4 million in 1994, reflecting increased amortization of Seabrook 1, increased charges for dismantlement of a previously retired generating station, and depreciation of new plant expenditures. These increases were partially offset by decreased oil and gas amortization due to decreased production. Taxes charged to operations in 1994 increased approximately $12 million, reflecting increased income taxes and municipal property taxes. Under the existing terms of certain purchased power contracts with other utilities, NEP will reduce its power purchases by $19 million in 1996. Interest expense Interest expense increased $23 million in 1995 due to an increase in combined long-term and short-term debt balances and higher interest rates earlier in 1995. Interest expense decreased $6 million in 1994, due to significant refinancings of corporate debt at lower interest rates. Allowance for funds used during construction (AFDC) AFDC increased $4 million and $11 million in 1995 and 1994, respectively, due to increased construction work in progress associated with the repowering of the Manchester Street Station. The accrual of AFDC ended for this project when the units began commercial operation in the second half of 1995. (See "Liquidity and capital resources" section.) Hazardous waste The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates a range of potentially hazardous products and by-products in its operations. NEES subsidiaries currently have an environmental audit program in place intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. NEES and/or its subsidiaries have been named as potentially responsible parties (PRPs) by either the U.S. Environmental Protection Agency (EPA) or the Massachusetts Department of Environmental Protection for 22 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against NEES and certain subsidiaries regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which NEES and its subsidiaries have been associated are manufactured gas locations. (Until the early 1970s, NEES was a combined electric and gas holding company system.) NEES is aware of approximately 40 such locations (including eight of the 22 locations for which NEES companies are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are currently aware of other sites, and may in the future become aware of additional sites, that they may be held responsible for remediating. NEES has been notified by the EPA that it is one of several PRPs for cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, where coal tar and other materials were deposited. Between 1931 and 1951, NEES and its predecessor owned all of the common stock of Green Mountain Power Corporation (GMP). Prior to, during, and after that time, gas was manufactured at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties required to pay the EPA's past response costs related to this site. NEES remains a PRP for ongoing and future response costs. In November 1992, the EPA proposed a cleanup plan estimated by the EPA to cost $50 million. In June 1993, the EPA withdrew this cleanup plan in response to public concern about the plan and its cost. The cost of any cleanup plan and NEES's share of such cost are uncertain at this time. NEES has been involved in settlement negotiations, which it expects to conclude in 1996, to determine NEES's apportioned share of these costs. NEES believes it has adequate reserves for this site. In 1993, the MDPU approved a Massachusetts Electric rate agreement that allows for remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts to be met from a non-rate-recoverable, interest-bearing fund of $30 million established on Massachusetts Electric's books in 1993. Rate-recoverable contributions of $3 million, adjusted for inflation, are added to the fund annually in accordance with the agreement. Any shortfalls in the fund would be paid by Massachusetts Electric and be recovered through rates over seven years. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by NEES or its subsidiaries. Where appropriate, the NEES companies intend to seek recovery from their insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts will be successful. At December 31, 1995, NEES had total reserves for environmental response costs of $50 million and a related regulatory asset of $19 million. NEES believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, are not material to its financial position. Electric and magnetic fields (EMF) Concerns have been raised about whether EMF, which occur near transmission and distribution lines as well as near household wiring and appliances, cause or contribute to adverse health effects. Numerous studies on the effects of these fields, some of them sponsored by electric utilities (including NEES companies), have been conducted and are continuing. Some of the studies have suggested associations between certain EMF and health effects, including various types of cancer, while other studies have not substantiated such associations. It is impossible to predict the ultimate impact on NEES subsidiaries and the electric utility industry if further investigations were to demonstrate that the present electricity delivery system is contributing to increased risk of cancer or other health problems. Many utilities, including the NEES companies, have been contacted by customers regarding a potential relationship between EMF and adverse health effects. To date, no court in the United States has ruled that EMF from electrical facilities cause adverse health effects and no utility has been found liable for personal injuries alleged to have been caused by EMF. In any event, the NEES companies believe that they currently have adequate insurance coverage for personal injury claims. Several state courts have recognized a cause of action for damage to property values in transmission line condemnation cases based on the fear that power lines cause cancer. It is difficult to predict what the impact on the NEES companies would be if this cause of action is recognized in the states in which NEES companies operate and in contexts other than condemnation cases. Purchased power contract dispute In October 1994, NEP was sued by MPLP, a venture of Enron Corporation and Jones Capital that owns a 149 megawatt (MW) gas-fired power plant in Milford, Massachusetts. NEP purchases 56 percent of the power output of the facility under a long-term contract with MPLP. The suit alleges that NEP has engaged in a scheme to cause MPLP and its power plant to fail and has prevented MPLP from finding a long-term buyer for the remainder of the facility's output. The complaint includes allegations that NEP has violated the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in unfair or deceptive acts in trade or commerce, and breached contracts. MPLP also asserts that NEP deliberately misled regulatory bodies concerning the Manchester Street Station repowering project. MPLP seeks compensatory damages in an unspecified amount, as well as treble damages. NEP believes that the allegations of wrongdoing are without merit. NEP has filed counterclaims and crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking monetary damages and termination of the purchased power contract. MPLP also intervened in NEP's current rate filing before the FERC, making similar allegations to those asserted in MPLP's lawsuit. Hearings on this claim concluded in October 1995. An Administrative Law Judge initial decision is expected by mid-1996. Liquidity and capital resources Capital requirements for 1995 and projections for 1996 are shown below: Year ended December 31 (millions of dollars) 1995 1996 ---- ---- Cash expenditures for utility plant: Manchester Street Station repowering project $ 98 $ 20 All other 231 225 Oil and gas exploration and development 18 15 ---- ---- Total capital expenditures $347 $260 Maturing debt and prepayment requirements 66 24 ---- ---- Total capital requirements $413 $284 ---- ---- Cash from utility operations after payment of dividends $261 $265 ---- ---- Cash from oil and gas operations 52 35 ---- ---- Total cash from operations after payment of dividends $313 $300 The long-term financing activities of the NEES subsidiaries for 1995 and projected long-term financings for 1996 are summarized as follows:
1995 Actual 1996 Projected ----------- -------------- (millions of dollars) IssuesRetirements Issues Retirements ----------------- ------ ----------- NEP $ 60 $ 10 $ 40 $ 50 Massachusetts Electric 88 35 20 Narragansett 38 16 12 2 Granite State 5 3 1 Hydro-Transmission Companies 12 12 New England Energy Incorporated (NEEI) 202 236 35 Narragansett Energy Resources Company 32 1 ----- ----- ---- ---- $425 $312 $ 72 $101
Interest rates on long-term debt issued in 1995 range from 6.69 percent to 8.46 percent. NEP and the retail subsidiaries have issued $42 million of variable and fixed rate long-term debt to date in 1996 to refinance a like amount of outstanding debt. Net cash from operating activities provided all of the funds necessary for oil and gas expenditures in 1995 and is projected to provide all of the funds necessary in 1996. NEEI's 1995 oil and gas exploration and development costs included $10 million of capitalized interest costs. In 1995, NEP and Narragansett completed the 489 MW repowering of Manchester Street Station. NEP owns a 90 percent interest and Narragansett owns a 10 percent interest in the Manchester Street Station. The total cost for the generating station will be approximately $450 million including AFDC. In addition, related transmission improvements were placed in service in September 1994 at a cost of approximately $60 million. At December 31, 1995, NEES and its consolidated subsidiaries had lines of credit and standby bond purchase facilities with banks totaling $683 million. These lines and facilities were used at December 31, 1995 for liquidity support for $203 million of commercial paper borrowings and $342 million of NEP mortgage bonds in tax-exempt commercial paper mode. Fees are paid on the lines and facilities in lieu of compensating balances. New England Electric System and Subsidiaries Selected Financial Data Year Ended December 31 (millions of dollars, except per share data)
1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- Operating revenue: Electric sales (excluding fuel cost recovery) $1,521 $1,518 $1,488 $1,424 $1,358 Fuel cost recovery 600 568 582 597 585 Other utility revenue 121 117 117 118 114 Oil and gas sales 30 40 47 43 37 ------ ------ ------ ------ ------ Total operating revenue $2,272 $2,243 $2,234 $2,182 $2,094 Net income $ 205 $ 199 $ 190 $ 185 $ 180 Average common shares (000's) 64,944 64,970 64,970 64,970 64,917 Per share data: Net income $3.15 $3.07 $ 2.93 $ 2.85 $ 2.77 Dividends declared $2.345 $2.285 $ 2.22 $ 2.14 $ 2.07 Return on average common equity 12.8% 12.7% 12.6% 12.6% 12.6% Total assets $5,191 $5,085 $4,796 $4,585 $4,450 Capitalization: Common share equity $1,632 $1,581 $1,530 $1,487 $1,441 Minority interests 49 55 56 61 63 Cumulative preferred stock 147 147 147 162 162 Long-term debt 1,675 1,520 1,512 1,533 1,548 ------ ------ ------ ------ ------ Total capitalization $3,503 $3,303 $3,245 $3,243 $3,214 Sales to ultimate customers (millions of kWh) 21,311 21,155 20,832 20,554 20,470 Cost per kWh to ultimate customers (cents) 9.54 9.29 9.50 9.43 8.99 System maximum demand (MW) 4,381 4,385 4,081 3,964 4,250 Electric capability (MW net)-year end 5,482 5,533 5,362 5,479 5,645 Number of employees 4,832 4,990 4,969 5,415 5,533 Number of customers 1,313,811 1,300,198 1,288,184 1,277,281 1,257,213
New England Electric System and Subsidiaries Statements of Consolidated Income Year ended December 31 (thousands of dollars, except per share data)
1995 1994 1993 ---------- ---------- ---------- Operating revenue $2,271,712 $2,243,029 $2,233,978 ---------- ---------- ---------- Operating expenses: Fuel for generation 237,498 220,956 227,182 Purchased electric energy 548,370 514,143 527,307 Other operation 500,721 494,741 492,079 Maintenance 136,058 161,473 146,219 Depreciation and amortization 264,666 301,123 296,631 Taxes, other than income taxes 132,631 125,840 120,493 Income taxes 128,340 128,257 121,124 ---------- ---------- ---------- Total operating expenses 1,948,284 1,946,533 1,931,035 ---------- ---------- ---------- Operating income 323,428 296,496 302,943 Other income: Allowance for equity funds used during construction 7,852 10,169 3,795 Equity in income of generating companies 10,552 9,758 11,016 Other income (expense), net (6,306) (3,856) (1,154) ---------- ---------- ---------- Operating and other income 335,526 312,567 316,600 ---------- ---------- ---------- Interest: Interest on long-term debt 108,365 93,500 100,777 Other interest 19,826 11,298 9,809 Allowance for borrowed funds used during construction (14,016) (7,793) (2,816) ---------- ---------- ---------- Total interest 114,175 97,005 107,770 ---------- ---------- ---------- Income after interest 221,351 215,562 208,830 Preferred dividends of subsidiaries 8,690 8,697 10,585 Minority interests 7,904 7,439 8,022 ---------- ---------- ---------- Net income $ 204,757 $ 199,426 $ 190,223 ---------- ---------- ---------- Average common shares 64,944,187 64,969,652 64,969,652 Per share data: Net income $ 3.15 $ 3.07 $ 2.93 Dividends declared $ 2.345 $ 2.285 $ 2.22 Statements of Consolidated Retained Earnings Year ended December 31 (thousands of dollars) 1995 1994 1993 ---------- ---------- ---------- Retained earnings at beginning of year $ 779,045 $ 728,075 $ 684,132 Net income 204,757 199,426 190,223 Dividends declared on common shares (152,273) (148,456) (144,233) Premium on redemption of preferred stock of subsidiaries (2,047) ---------- ---------- ---------- Retained earnings at end of year $ 831,529 $ 779,045 $ 728,075 The accompanying notes are an integral part of these consolidated financial statements.
New England Electric System and Subsidiaries Consolidated Balance Sheets At December 31 (thousands of dollars) Assets 1995 1994 ---------- ---------- Utility plant, at original cost $5,480,001 $4,914,807 Less accumulated provisions for depreciation and amortization 1,710,991 1,610,378 ---------- ---------- 3,769,010 3,304,429 Net investment in Seabrook 1 under rate settlement (Note A) 15,210 38,283 Construction work in progress 71,682 374,009 ---------- ---------- Net utility plant 3,855,902 3,716,721 ---------- ---------- Oil and gas properties, at full cost (Note A) 1,266,290 1,248,343 Less accumulated provision for amortization 1,032,777 964,069 ---------- ---------- Net oil and gas properties 233,513 284,274 ---------- ---------- Investments: Nuclear power companies, at equity (Note D) 47,056 46,349 Other subsidiaries, at equity 40,259 42,195 Other investments 87,992 50,895 ---------- ---------- Total investments 175,307 139,439 ---------- ---------- Current assets: Cash 7,064 3,047 Accounts receivable, less reserves of $18,308 and $15,095 284,033 295,627 Unbilled revenues (Note A) 66,300 55,900 Fuel, materials, and supplies, at average cost 73,724 94,431 Prepaid and other current assets 77,673 76,718 ---------- ---------- Total current assets 508,794 525,723 ---------- ---------- Deferred charges and other assets (Note B) 417,360 418,684 ---------- ---------- $5,190,876 $5,084,841 ========== ========== Capitalization and Liabilities Capitalization (see accompanying statements): Common share equity $1,631,779 $1,580,838 Minority interests in consolidated subsidiaries 48,912 55,066 Cumulative preferred stock of subsidiaries 147,016 147,016 Long-term debt 1,675,170 1,520,488 ---------- ---------- Total capitalization 3,502,877 3,303,408 ---------- ---------- Current liabilities: Long-term debt due within one year 23,960 65,920 Short-term debt 203,250 233,970 Accounts payable 157,486 168,937 Accrued taxes 15,894 11,002 Accrued interest 27,455 25,193 Dividends payable 38,683 37,154 Other current liabilities (Note F) 73,104 93,251 ---------- ---------- Total current liabilities 539,832 635,427 ---------- ---------- Deferred federal and state income taxes 780,451 751,855 Unamortized investment tax credits 93,408 94,930 Other reserves and deferred credits 274,308 299,221 Commitments and contingencies (Note D) ---------- ---------- $5,190,876 $5,084,841 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. New England Electric System and Subsidiaries Consolidated Statements of Cash Flows Year ended December 31 (thousands of dollars)
1995 1994 1993 --------- --------- --------- Operating activities Net income $ 204,757 $ 199,426 $ 190,223 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 270,292 305,908 300,444 Deferred income taxes and investment tax credits, net 24,056 41,741 4,105 Allowance for funds used during construction (21,868) (17,962) (6,611) Amortization of unbilled revenues (8,209) (38,458) (2,700) Minority interests 7,904 7,439 8,022 Early retirement program 23,922 Decrease (increase) in accounts receivable, net and unbilled revenues 1,194 (33,107) (27,503) Decrease (increase) in fuel, materials, and supplies 20,707 (20,117) 13,786 Decrease (increase) in prepaid and other current assets (955) (7,714) 5,904 Increase (decrease) in accounts payable (11,451) 40,595 (42,967) Increase (decrease) in other current liabilities (4,784) (25,676) 64,658 Other, net (11,790) (34,109) (32,632) --------- --------- --------- Net cash provided by operating activities $ 469,853 $ 417,966 $ 498,651 --------- --------- --------- Investing activities Plant expenditures, excluding allowance for funds used during construction $(329,385) $(438,016) $(304,659) Oil and gas exploration and development (17,947) (28,233) (18,965) Other investing activities (32,460) (18,830) (107) --------- --------- --------- Net cash used in investing activities $(379,792) $(485,079) $(323,731) --------- --------- --------- Financing activities Dividends paid to minority interests $ (12,159) $ (8,416) $ (10,622) Dividends paid on NEES common shares (151,335) (148,063) (142,352) Short-term debt (30,720) 162,195 29,525 Long-term debt-issues 425,000 97,000 372,500 Long-term debt-retirements (311,920) (34,920) (395,820) Preferred stock-issues 55,000 Preferred stock-retirements (512) (70,000) Premium on reacquisition of long-term debt (2,003) (10,996) Premium on redemption of preferred stock (2,047) Return of capital to minority interests and related premium (1,364) Repurchase of common shares (1,543) --------- --------- --------- Net cash provided by (used in) financing activities $ (86,044) $ 67,284 $(174,812) --------- --------- --------- Net increase in cash and cash equivalents $ 4,017 $ 171 $ 108 Cash and cash equivalents at beginning of year 3,047 2,876 2,768 --------- --------- --------- Cash and cash equivalents at end of year $ 7,064 $ 3,047 $ 2,876 --------- --------- --------- Supplementary information Interest paid less amounts capitalized $ 105,459 $ 90,500 $ 97,518 --------- --------- --------- Federal and state income taxes paid $ 68,312 $ 114,597 $ 124,853 --------- --------- --------- Dividends received from investments at equity $ 14,748 $ 15,350 $ 14,404 The accompanying notes are an integral part of these consolidated financial statements.
New England Electric System and Subsidiaries Consolidated Statements of Capitalization At December 31 (thousands of dollars)
Common share equity 1995 1994 ---------- ---------- Common shares, par value $1 per share Authorized-150,000,000 shares Issued-64,969,652 shares $ 64,970 $ 64,970 Outstanding-64,923,721 and 64,969,652 shares, respectively Paid-in capital 736,823 736,823 Retained earnings 831,529 779,045 Treasury stock-45,931 shares (1,543) ---------- ---------- Total common share equity $1,631,779 $1,580,838
Shares outstanding Cumulative preferred stock of subsidiaries 1995 1994 1995 1994 -------- -------- -------- -------- $100 Par value- 4.44% to 4.76% 430,140 430,140 $ 43,014 $ 43,014 6.00% to 7.24% 525,020 525,020 52,502 52,502 $50 Par value- 4.50% to 6.95% 730,000 730,000 36,500 36,500 $25 Par value- 6.84% 600,000 600,000 15,000 15,000 -------- -------- -------- -------- Total cumulative preferred stock of subsidiaries (annual dividend requirement of $8,690 for 1995 and 1994) 2,285,160 2,285,160 $147,016 $147,016
Long-term debt (Note G) Maturity Rate 1995 1994 ------------------------------ --------- --------- Mortgage bonds* 1995 through 19994.730% 8.280% $ 183,500 $ 203,500 2000 through 20046.240% 8.520% 243,500 187,500 2005 through 20146.110% 8.450% 74,000 35,000 2015 through 20257.050% 9.125% 472,550 422,550 2018 through 2022 Variable 342,000 342,000 Notes Granite State Electric Company1996 through 2025 7.370% 12.550% 16,000 14,400 New England Energy Incorporated 2002 Variable 182,000 216,000 Hydro-Transmission Companies 2001 through 20158.820% 9.410% 159,530 171,050 Narragansett Energy Resources Company 2010 7.250% 32,000 Unamortized discounts and premiums, net (5,950) (5,592) --------- --------- Total long-term debt 1,699,130 1,586,408 --------- --------- Long-term debt due in one year (23,960) (65,920) --------- --------- $1,675,170 $1,520,488 *Includes $392,350 issued to secure tax-exempt pollution control and solid waste disposal revenue bonds issued by state agencies on behalf of New England Power Company. The accompanying notes are an integral part of these consolidated financial statements.
New England Electric System and Subsidiaries Notes to Consolidated Financial Statements Note A - Significant accounting policies 1. Nature of operations New England Electric System (NEES) is a public utility holding company. NEES and its subsidiaries constitute the second largest electric utility system in New England. Its core business activities are the generation, transmission, distribution, and sale of electric energy and the delivery of related services, including energy efficiency improvements, to residential, commercial, industrial, and municipal customers. Other business activities include independent transmission projects, energy management consultation, and rate-regulated domestic oil and gas operations. 2. Basis of consolidation and financial statement presentation The consolidated financial statements include the accounts of NEES and all subsidiaries except New England Electric Transmission Corporation, which is recorded under the equity method. Presentation of this subsidiary on the equity basis is not material to the consolidated financial statements. New England Power Company (NEP) has a minority interest in four regional nuclear generating companies (Yankees). Narragansett Energy Resources Company (NERC) has a 20 percent general partnership interest in the Ocean State Power (OSP) generating facility. NEP and NERC account for these ownership interests under the equity method. NEES owns 50.4 percent of the outstanding common stock of both New England Hydro-Transmission Electric Company, Inc. and New England Hydro-Transmission Corporation (Hydro-Transmission Companies). The consolidated financial statements include 100 percent of the assets, liabilities, and earnings of the Hydro-Transmission Companies. Minority interests, which represent the minority stockholders' proportionate share of the equity and income of the Hydro-Transmission Companies, have been separately disclosed on the NEES consolidated balance sheets and income statements. NEP is also a 12 percent and 10 percent joint owner, respectively, of the Millstone 3 and Seabrook 1 nuclear generating units, each 1,150 megawatts (MW). NEP's net investment in Millstone 3, included in "Net utility plant", is approximately $392 million. NEP's unamortized pre-1988 investment in Seabrook 1, is approximately $15 million and is shown separately on the consolidated balance sheets. It will be fully amortized in 1996, pursuant to a settlement agreement. NEP's net investment in Seabrook 1 since January 1, 1988, which is approximately $54 million, is included in "Utility plant" on the consolidated balance sheets. It is being depreciated over the term of Seabrook 1's operating license. NEP's share of expenses for these units is included in "Operating expenses". The accounts of NEES and its utility subsidiaries are maintained in accordance with the Uniform System of Accounts prescribed by regulatory bodies having jurisdiction. All significant intercompany transactions between consolidated subsidiaries have been eliminated. In preparing the financial statements, management is required to make estimates that affect the reported amounts of assets and liabilities and disclosures of asset recovery and contingent liabilities as of the date of the balance sheets and revenues and expenses for the period. These estimates may differ from actual amounts if future circumstances cause a change in the assumptions used to calculate these estimates. 3. Electric sales revenue Massachusetts Electric Company (Massachusetts Electric) and The Narragansett Electric Company (Narragansett), pursuant to rate agreements that went into effect in 1993 and 1994, respectively, began accruing revenues for electricity delivered but not yet billed (unbilled revenues). Unbilled revenues at December 31, 1995, 1994, and 1993 were $66 million, $56 million, and $43 million, respectively, of which $18 million, $37 million, and $11 million were recognized in income in the respective years. Included in these income amounts are $8 million, $38 million, and $3 million, respectively, which represent amortization of the initial effect of recording unbilled revenues, in accordance with the retail rate agreements. Accrued revenues are also recorded in accordance with rate adjustment mechanisms. 4. Allowance for funds used during construction (AFDC) The utility subsidiaries capitalize AFDC as part of construction costs. AFDC represents the composite interest and equity costs of capital funds used to finance that portion of construction costs not eligible for inclusion in rate base. In 1995, an average of $25 million of construction work in progress was included in rate base, all of which was attributable to the Manchester Street Station repowering project. AFDC is capitalized in "Utility plant" with offsetting non-cash credits to "Other income" and "Interest". This method is in accordance with an established rate-making practice under which a utility is permitted a return on, and the recovery of, prudently incurred capital costs through their ultimate inclusion in rate base and in the provision for depreciation. The composite AFDC rates were 7.3 percent, 7.6 percent, and 7.4 percent, in 1995, 1994, and 1993, respectively. 5. Depreciation and amortization The depreciation and amortization expense included in the statements of consolidated income is composed of the following:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------ ----- ----- Depreciation $159,510 $136,746 $127,428 Nuclear decommissioning costs (Note D-4) 2,629 1,951 1,951 Amortization: Oil and gas properties (Note A-6) 68,708 79,232 90,399 Investment in Seabrook 1 under rate settlement (Note A-2) 23,073 65,061 58,437 Oil Conservation Adjustment 4,467 11,854 12,137 Property losses 6,279 6,279 6,279 Total depreciation and amortization expense $264,666 $301,123 $296,631
Depreciation is provided annually on a straight-line basis. The provision for depreciation as a percentage of weighted average depreciable property was 3.3 percent in 1995, 3.1 percent in 1994, and 3.0 percent in 1993. The Oil Conservation Adjustment was designed to recover expenditures for coal conversion facilities at NEP's Salem Harbor Station. These costs were fully amortized at December 31, 1995. 6. Oil and gas operations New England Energy Incorporated (NEEI) participates in a rate-regulated domestic oil and gas exploration, development, and production program through a partnership with a non-affiliated oil company. This program consists of prospects acquired prior to December 31, 1983. No new prospects will be acquired under this program. However, NEEI continues to incur costs in connection with existing prospects. Losses from this program are passed on to NEP and, ultimately, to retail customers under an intercompany pricing policy (Pricing Policy) approved by the Securities and Exchange Commission (SEC). NEEI has incurred operating losses since 1986 due to low oil and gas prices, and expects to incur substantial additional losses in the future. Such losses were $44 million, $40 million, and $46 million in 1995, 1994, and 1993, respectively. NEP's ability to pass these losses on to its customers was favorably resolved in NEP's 1988 Federal Energy Regulatory Commission (FERC) rate settlement. This settlement covered all costs incurred by or resulting from commitments made by NEEI through March 1, 1988. Other subsequent costs incurred by NEEI are subject to normal regulatory review. NEEI follows the full cost method of accounting for its oil and gas operations, under which capitalized costs (including interest paid to banks) relating to wells and leases, determined to be either commercial or non-commercial, are amortized using the unit of production method. The Pricing Policy has allowed NEEI to capitalize all costs incurred in connection with fuel exploration activities of its rate-regulated program, including interest paid to banks, of which $10 million was capitalized in 1995 and 1994, and $9 million in 1993, respectively. In the absence of the Pricing Policy, the SEC's cost center "ceiling test" rule requires non-rate-regulated companies to write down capitalized costs to a level which approximates the present value of their proved oil and gas reserves. Based on NEEI's 1995 average oil and gas selling prices, application of the ceiling test would have resulted in a write-down of approximately $112 million after tax ($178 million before tax) at December 31, 1995. 7. Cash NEES and its subsidiaries classify short-term investments with a maturity of 90 days or less as cash. Note B - Competitive conditions The electric utility business is being subjected to rapidly increasing competitive pressures and increasing demands for customer choice. Accordingly, in February 1996, Massachusetts Electric filed a plan, Choice: New England, with Massachusetts regulators, which would allow all customers of electric utilities in Massachusetts to choose their power supplier beginning in 1998. Under Choice: New England, pricing of generation would be deregulated while transmission and distribution rates would remain regulated, although subject to greater rewards and penalties based on performance. Choice: New England proposes that the cost of past commitments to serve customers be recovered through a wires access charge. Those past commitments, currently estimated at approximately $4 billion on a present value basis, include generating plant commitments, regulatory assets, power contracts, and nuclear costs independent of operation. Historically, electric utility rates have been based on a utility's costs. As a result, electric utilities are subject to certain accounting standards that are not applicable to other business enterprises in general. Financial Accounting Standards No. 71, Accounting for the Effects of Certain Types of Regulation (FAS 71), requires regulated entities, in appropriate circumstances, to establish regulatory assets and liabilities, and thereby defer the income statement impact of certain costs that are expected to be recovered in future rates. The effects of regulatory, legislative, or utility initiatives, such as proposed legislation in Rhode Island or Choice: New England, could, in the near future, cause all or a portion of the operations of its subsidiaries to cease meeting the criteria of FAS 71. In that event, the application of FAS 71 to such operations would be discontinued and a non-cash write-off of previously established regulatory assets and liabilities related to such operations would be required. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (FAS 121). This standard clarifies when and how to recognize an impairment of long-lived assets. If competitive or regulatory change should cause a substantial revenue loss or lead to the permanent shutdown of any generating facilities, a substantial write-down of plant assets could be required pursuant to FAS 121. At December 31, 1995, NEES had consolidated net plant investments totaling approximately $3.9 billion, of which approximately $1.6 billion relates to its subsidiaries' generation business and approximately $2.3 billion relates to its subsidiaries' transmission and distribution businesses. In addition, FAS 121 requires that all regulatory assets, which must have a high probability of recovery to be initially established, must continue to meet that high probability standard to avoid being written off. However, if written off, a regulatory asset can be restored if it again has a high probability of recovery. FAS 121, which is effective for NEES and its subsidiaries in January 1996, is not expected to have a material adverse impact on the financial condition or results of operations upon adoption, based on the current regulatory environment in which NEES's subsidiaries operate. However, the impact in the future may change as competitive factors and potential restructuring influence the electric utility industry. The components of regulatory assets are as follows:
At December 31 (thousands of dollars) 1995 1994 -------- -------- Oil and gas properties: in excess of SEC "Ceiling Test" (see Note A-6) $178,200 $190,100 -------- -------- Regulatory assets included in current assets and liabilities: Accrued NEEI losses (see Note A-6) 43,731 39,794 Rate adjustment mechanisms (see Note F) (6,720) (14,334) Unamortized unbilled revenues (see Note A-3) (8,209) -------- -------- 37,011 17,251 -------- -------- Regulatory assets included in deferred charges: Accrued Yankee Atomic costs (see Note D-4) 67,566 122,452 Unamortized losses on reacquired debt 54,583 56,249 Deferred SFAS No. 106 costs (see Note E-2) 38,669 41,009 Deferred SFAS No. 109 costs (see Note C) 74,083 74,423 Purchased power contract termination costs 23,494 29,012 Deferred gas pipeline charges (see Note D-2) 62,873 37,562 Environmental response costs (see Note D-3) 19,276 13,167 Deferred storm costs 8,259 10,822 Unamortized property losses 12,044 7,373 Other 24,109 5,111 -------- -------- 384,956 397,180 -------- -------- $600,167 $604,531
Approximately $500 million of the regulatory assets in the table above relate to NEES subsidiaries' generation business and the remaining $100 million relate to NEES subsidiaries' transmission and distribution businesses. Approximately $350 to $400 million of the regulatory assets at December 31, 1995 listed above are expected to be recovered within the next five years. Additional deferred charges included in "Deferred charges and other assets" on the consolidated balance sheets, that do not represent regulatory assets, totaled $32,404,000 and $21,504,000 at December 31, 1995 and 1994, respectively. Note C - Income taxes Total income taxes in the statements of consolidated income are as follows:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------- ------- ------- Income taxes charged to operations $128,340 $128,257 $121,124 Income taxes charged to "Other income" 762 779 3,147 ------- ------- ------- Total income taxes $129,102 $129,036 $124,271 Total income taxes, as shown above, consist of the following components: Year ended December 31 (thousands of dollars) 1995 1994 1993 -------- ------- ------- Current income taxes $105,046 $ 87,295 $120,167 Deferred income taxes 25,578 46,166 7,756 Investment tax credits, net (1,522) (4,425) (3,652) -------- ------- ------- Total income taxes $129,102 $129,036 $124,271
Total income taxes, as shown on previous page, consist of federal and state components as follows:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------- ------- ------- Federal income taxes $103,503 $104,136 $ 98,529 State income taxes 25,599 24,900 25,742 ------- ------- ------- Total income taxes $129,102 $129,036 $124,271
Investment tax credits of subsidiaries are deferred and amortized over the estimated lives of the property giving rise to the credits. Although investment tax credits were generally eliminated by the Tax Reform Act of 1986, additional carryforward amounts continue to be recognized. With regulatory approval, the subsidiaries have adopted comprehensive interperiod tax allocation (normalization) for temporary book/tax differences. Total income taxes differ from the amounts computed by applying the federal statutory tax rates to income before taxes. The reasons for the differences are as follows:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------- ------- ------- Computed tax at statutory rate $119,892 $118,006 $113,778 Increases (reductions) in tax resulting from: Reversal of deferred taxes recorded at a higher rate (3,306) (4,230) (5,099) Amortization of investment tax credits (4,443) (5,272) (4,697) State income tax, net of federal income tax benefit 16,639 16,185 16,732 All other differences 320 4,347 3,557 ------- ------- ------- Total income taxes $129,102 $129,036 $124,271 The following table identifies the major components of total deferred income taxes: At December 31 (millions of dollars) 1995 1994 ----- ----- Deferred tax asset: Plant related $ 104 $ 107 Investment tax credits 38 38 All other 122 108 ----- ----- 264 253 ----- ----- Deferred tax liability: Plant related (788) (777) Equity AFDC (56) (52) All other (200) (176) ----- ----- (1,044) (1,005) ----- ----- Net deferred tax liability $ (780) $ (752)
There were no valuation allowances for deferred tax assets deemed necessary. Federal income tax returns for NEES and its subsidiaries have been examined and reported on by the Internal Revenue Service (IRS) through 1991. The returns for 1992 and 1993 are currently under examination by the IRS. Note D - Commitments and contingencies 1. Plant expenditures The NEES subsidiaries' utility plant expenditures are estimated to be $245 million in 1996. At December 31, 1995, substantial commitments had been made relative to future planned expenditures. 2. Natural gas pipeline capacity In connection with serving NEP's gas-burning electric generation facilities, NEP has entered into several contracts for natural gas pipeline capacity and gas supply. These agreements require minimum fixed payments that are currently estimated to be approximately $60 million to $65 million per year from 1996 to 2000. Remaining fixed payments from 2001 through 2014 total approximately $625 million. As part of a rate settlement, NEP was recovering 50 percent of the fixed pipeline capacity payments through its current fuel clause and deferring the recovery of the remaining 50 percent until the Manchester Street repowering project was completed. These deferrals ended in November 1995, at which time NEP had deferred payments of approximately $63 million which will be amortized over 25 years in accordance with rate settlements (see Note B). In connection with managing its fuel supply, NEP uses a portion of this pipeline capacity to sell natural gas. Proceeds from the sale of natural gas and pipeline capacity of $71 million, $55 million, and $21 million in 1995, 1994, and 1993, respectively, have been passed on to customers through NEP's fuel clause. These proceeds have been included in "Fuel for generation" in NEP's statements of income as an offset to the related fuel expense. Natural gas sales are expected to decrease as a result of the Manchester Street Station entering commercial operation in the second half of 1995. 3. Hazardous waste The Federal Comprehensive Environmental Response, Compensation and Liability Act, more commonly known as the "Superfund" law, imposes strict, joint and several liability, regardless of fault, for remediation of property contaminated with hazardous substances. A number of states, including Massachusetts, have enacted similar laws. The electric utility industry typically utilizes and/or generates a range of potentially hazardous products and by-products in its operations. NEES subsidiaries currently have an environmental audit program in place intended to enhance compliance with existing federal, state, and local requirements regarding the handling of potentially hazardous products and by-products. NEES and/or its subsidiaries have been named as potentially responsible parties (PRPs) by either the U.S. Environmental Protection Agency (EPA) or the Massachusetts Department of Environmental Protection for 22 sites at which hazardous waste is alleged to have been disposed. Private parties have also contacted or initiated legal proceedings against NEES and certain subsidiaries regarding hazardous waste cleanup. The most prevalent types of hazardous waste sites with which NEES and its subsidiaries have been associated are manufactured gas locations. (Until the early 1970s, NEES was a combined electric and gas holding company system.) NEES is aware of approximately 40 such locations (including eight of the 22 locations for which NEES companies are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are currently aware of other sites, and may in the future become aware of additional sites, that they may be held responsible for remediating. NEES has been notified by the EPA that it is one of several PRPs for cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, where coal tar and other materials were deposited. Between 1931 and 1951, NEES and its predecessor owned all of the common stock of Green Mountain Power Corporation (GMP). Prior to, during, and after that time, gas was manufactured at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties required to pay the EPA's past response costs related to this site. NEES remains a PRP for ongoing and future response costs. In November 1992, the EPA proposed a cleanup plan estimated by the EPA to cost $50 million. In June 1993, the EPA withdrew this cleanup plan in response to public concern about the plan and its cost. The cost of any cleanup plan and NEES's share of such cost are uncertain at this time. NEES has been involved in settlement negotiations, which it expects to conclude in 1996, to determine NEES's apportioned share of these costs. NEES believes it has adequate reserves for this site. In 1993, the Massachusetts Department of Public Utilities approved a Massachusetts Electric rate agreement that allows for remediation costs of former manufactured gas sites and certain other hazardous waste sites located in Massachusetts to be met from a non-rate-recoverable, interest-bearing fund of $30 million established on Massachusetts Electric's books in 1993. Rate-recoverable contributions of $3 million, adjusted for inflation, are added to the fund annually in accordance with the agreement. Any shortfalls in the fund would be paid by Massachusetts Electric and be recovered through rates over seven years. Predicting the potential costs to investigate and remediate hazardous waste sites continues to be difficult. There are also significant uncertainties as to the portion, if any, of the investigation and remediation costs of any particular hazardous waste site that may ultimately be borne by NEES or its subsidiaries. Where appropriate, the NEES companies intend to seek recovery from their insurers and from other PRPs, but it is uncertain whether, and to what extent, such efforts will be successful. At December 31, 1995, NEES had total reserves for environmental response costs of $50 million and a related regulatory asset of $19 million. NEES believes that hazardous waste liabilities for all sites of which it is aware, and which are not covered by a rate agreement, are not material to its financial position. 4. Nuclear plant decommissioning and nuclear fuel disposal NEP is recovering its share of projected decommissioning costs for Millstone 3 and Seabrook 1 through depreciation expense. Projected decommissioning costs include estimated costs to decontaminate the units as required by the Nuclear Regulatory Commission (NRC), as well as costs to dismantle the non-contaminated portion of the units. NEP records decommissioning cost expense on its books consistent with its rate recovery. In addition, NEP is paying its portion of projected decommissioning costs for all of the Yankees through purchased power expense. Such costs reflect estimates of total decommissioning costs approved by the FERC. NEP has a 30 percent ownership interest in Yankee Atomic Electric Company (Yankee Atomic), which owns a 185 MW nuclear generating station in Rowe, Massachusetts. In 1992, the Yankee Atomic board of directors decided to permanently cease power operation of, and in time decommission, the facility. NEP has recorded an estimate of its total future payment obligations for post operating costs to Yankee Atomic as a liability and an offsetting regulatory asset of $68 million each at December 31, 1995, reflecting its expected future rate recovery of such costs (see Note B). Each of the operating nuclear units in which NEP has an ownership interest has established decommissioning trust funds or escrow funds into which payments are being made to meet the projected costs of decommissioning each plant. Listed below is information on each operating nuclear plant in which NEP has an ownership interest.
NEP's share of (millions of dollars) ------------------------------------ Estimated OwnershipDecommissioning Fund License Unit Interest Cost (in 1995 $) Balances** Expiration - ----------------------------------------------------------------------------- Connecticut Yankee 15% 58 27 2007 Maine Yankee*** 20% 71 28 2008 Vermont Yankee 20% 71 27 2012 Millstone 3* 12% 58 14 2025 Seabrook 1* 10% 43 6 2026 *Fund balances are included in "Other investments" on the balance sheets and approximate market value. **Certain additional amounts are anticipated to be available through tax deductions. ***A Maine statute provides that if both Maine Yankee and its decommissioning trust fund have insufficient assets to pay for the plant decommissioning, the owners of Maine Yankee are jointly and severally liable for the shortfall.
There is no assurance that decommissioning costs actually incurred by the Yankees, Millstone 3, or Seabrook 1 will not substantially exceed these amounts. For example, decommissioning cost estimates assume the availability of permanent repositories for both low-level and high-level nuclear waste that do not currently exist. If any of the units were shut down prior to the end of their operating licenses, the funds collected for decommissioning to that point would be insufficient. The Nuclear Waste Policy Act of 1982 establishes that the federal government is responsible for the disposal of spent nuclear fuel. The federal government requires NEP to pay a fee based on its share of the net generation from Millstone 3 and Seabrook 1. NEP is recovering this fee through its fuel clause. Similar costs are incurred by Connecticut Yankee, Maine Yankee, and Vermont Yankee. These costs are billed to NEP and also recovered from customers through NEP's fuel clause. 5. Nuclear insurance The Price-Anderson Act limits the amount of liability claims that would have to be paid in the event of a single incident at a nuclear plant to $8.9 billion (based upon 110 licensed reactors). The maximum amount of commercially available insurance coverage to pay such claims is $200 million. The remaining $8.7 billion would be provided by an assessment of up to $79.3 million per incident levied on each of the participating nuclear units in the United States, subject to a maximum assessment of $10 million per incident per nuclear unit in any year. The maximum assessment, which was most recently adjusted in 1993, is adjusted for inflation at least every five years. NEP's current interest in the Yankees (excluding Yankee Atomic), Millstone 3, and Seabrook 1 would subject NEP to a $58 million maximum assessment per incident. NEP's payment of any such assessment would be limited to a maximum of $7.3 million per incident per year. As a result of the permanent cessation of power operation of the Yankee Atomic plant, Yankee Atomic has received from the NRC a partial exemption from obligations under the Price-Anderson Act. However, Yankee Atomic must continue to maintain $100 million of commercially available nuclear insurance coverage. Each of the nuclear units in which NEP has an ownership interest also carries nuclear property insurance to cover the costs of property damage, decontamination or premature decommissioning, and workers' claims resulting from a nuclear incident. These policies may require additional premium assessments if losses relating to nuclear incidents at units covered by this insurance occurring in a prior six year period exceed the accumulated funds available. NEP's maximum potential exposure for these assessments, either directly, or indirectly through purchased power payments to the Yankees, is approximately $18 million per year. 6. Long-term contracts for the purchase of electricity NEP purchases a portion of its electricity requirements pursuant to long-term contracts that expire in various years from 1996 to 2029, with owners of various generating units. Certain of these contracts require NEP to make minimum fixed payments, even when the supplier is unable to deliver power, to cover NEP's proportionate share of the capital and fixed operating costs of these generating units. The fixed portion of payments under these contracts totaled $215 million in 1995, $190 million in 1994, and $220 million in 1993. These contracts have minimum fixed payment requirements of $190 million in 1996, $185 million in 1997, $190 million in 1998, $180 million in 1999 and 2000, and approximately $1.8 billion thereafter. Approximately 97 percent of the payments under these contracts are to the Yankees (excluding Yankee Atomic-see Note D-4) and OSP, entities in which NEES subsidiaries hold ownership interests. NEP's other contracts, principally with non-utility generators, require NEP to make payments only if power supply capacity and energy are deliverable from such suppliers. NEP's payments under these contracts amounted to $245 million in 1995, and $210 million in 1994 and 1993, respectively. 7. Purchased power contract dispute In October 1994, NEP was sued by Milford Power Limited Partnership (MPLP), a venture of Enron Corporation and Jones Capital that owns a 149 MW gas-fired power plant in Milford, Massachusetts. NEP purchases 56 percent of the power output of the facility under a long-term contract with MPLP. The suit alleges that NEP has engaged in a scheme to cause MPLP and its power plant to fail and has prevented MPLP from finding a long-term buyer for the remainder of the facility's output. The complaint includes allegations that NEP has violated the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in unfair or deceptive acts in trade or commerce, and breached contracts. MPLP also asserts that NEP deliberately misled regulatory bodies concerning the Manchester Street Station repowering project. MPLP seeks compensatory damages in an unspecified amount, as well as treble damages. NEP believes that the allegations of wrongdoing are without merit. NEP has filed counterclaims and crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking monetary damages and termination of the purchased power contract. MPLP also intervened in NEP's current rate filing before the FERC, making similar allegations to those asserted in MPLP's lawsuit. Hearings on this claim concluded in October 1995. An Administrative Law Judge initial decision is expected by mid-1996. Note E - Employee benefits 1. Pension plans The NEES companies' retirement plans are noncontributory defined-benefit plans covering substantially all employees. The plans provide pension benefits based on the employee's compensation during the five years prior to retirement. The NEES companies' funding policy is to contribute each year the net periodic pension cost for that year. However, the contribution for any year will not be less than the minimum contribution required by federal law or greater than the maximum tax deductible amount. Net pension cost for 1995, 1994, and 1993 included the following components:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------- ------- ------- Service cost-benefits earned during the period $ 14,167 $13,715 $11,160 Plus (less): Interest cost on projected benefit obligation 54,821 49,067 49,346 Return on plan assets at expected long-term rate (49,691) (47,281) (45,032) Amortization 5,589 5,781 1,364 ------- ------- ------- Net pension cost $ 24,886 $21,282 $16,838 ------- ------- ------- Actual return on plan assets $130,979 $ 4,384 $69,208 Year ended December 31 (thousands of dollars) 1996 1995 1994 1993 ----- ----- ----- ----- Assumptions used to determine pension cost: Discount rate 7.25% 8.25% 7.25% 8.25% Average rate of increase in future compensation levels 4.13% 4.63% 4.35% 5.35% Expected long-term rate of return on assets 8.50% 8.75% 8.75% 8.75%
Service cost for 1993 does not reflect $28 million of costs incurred in connection with an early retirement and special severance program offered by the NEES subsidiaries in that year. The increase in 1995 costs reflects additional amounts recorded in the fourth quarter related to certain supplemental benefit changes.
The following table sets forth the plans' funded status at December 31 (millions of dollars): ----------------------------------------------------------- Retirement Plans ----------------------------------------------------------- 1995 1994 ----------------------------------------------------------- Union Non-UnionSupple- Union Non-UnionSupple- Employee Employee mental Employee Employee mental Plans Plans Plans Plans Plans Plans Benefits earned Actuarial present value of accumulated benefit liability: Vested $293 $343 $60 $251 $308 $38 Non-vested 8 10 - 8 9 - --- --- --- --- --- --- Total $301 $353 $60 $259 $317 $38 ----------------------------------------------------------- Retirement Plans ----------------------------------------------------------- 1995 1994 ----------------------------------------------------------- Union Non-Union Supple- UnionNon-Union Supple- EmployeeEmployee mental Employee Employee mental Plans Plans Plans Plans Plans Plans Reconciliation of funded status Actuarial present value of projected benefit liability $346 $402 $73 $303 $355 $44 Unrecognized prior service costs (7) (4) (16) (8) (4) (5) Unrecognized transition liability - (1) (4) - (1) (5) Unrecognized net gain (loss) (1) (23) (7) (13) (33) 2 Additional minimum liability recognized - - 14 - - 5 --- --- --- --- --- --- 338 374 60 282 317 41 --- --- --- --- --- --- Pension fund assets at fair value 349 392 - 293 323 - Unrecognized transition asset (11) - - (13) - --- --- --- --- --- --- 338 392 - 280 323 - Accrued pension/(prepaid) payments recorded on books $ - $(18) $60 $ 2 $ (6) $41
The plans' funded status at December 31, 1995 and 1994 were calculated using the assumed rates from 1996 and 1995, respectively, and the 1983 Group Annuity Mortality table. Plan assets are composed primarily of corporate equity, guaranteed investment contracts, debt securities, and cash equivalents. 2. Postretirement benefit plans other than pensions (PBOPs) The NEES subsidiaries provide health care and life insurance coverage to eligible retired employees. Eligibility is based on certain age and length of service requirements and in some cases retirees must contribute to the cost of their coverage. The total cost of PBOPs for 1995, 1994, and 1993 included the following components:
Year ended December 31 (thousands of dollars) 1995 1994 1993 ------- ------- ------- Service cost-benefits earned during the period $ 7,137 $ 8,575 $ 8,160 Plus (less): Interest cost on accumulated benefit obligation 29,377 27,813 30,457 Return on plan assets at expected long-term rate(9,742) (7,821) (5,089) Amortization 16,204 18,273 18,418 ------- ------- ------- Net postretirement benefit cost $42,976 $46,840 $51,946 ------- ------- ------- Actual return on plan assets $29,054 $ 185 $ 5,249
1996 1995 1994 1993 ------ ------ ------ ------ Assumptions used to determine postretirement benefit cost: Discount rate 7.25% 8.25% 7.25% 8.25% Expected long-term rate of return on assets 8.25% 8.50% 8.50% 8.50% Health care cost rate-1994 and 1993 11.00% 12.00% Health care cost rate-1995 to 1999 8.00% 8.50% 8.50% 9.50% Health care cost rate-2000 to 2004 6.25% 8.50% 8.50% 9.50% Health care cost rate-2005 and beyond 5.25% 6.25% 6.25% 7.25%
The following table sets forth benefits earned and the plans' funded status:
At December 31 (millions of dollars) 1995 1994 ------ ------ Accumulated postretirement benefit obligation: Retirees $230 $226 Fully eligible active plan participants 23 42 Other active plan participants 121 95 ------ ------ Total benefits earned 374 363 Unrecognized prior service costs (1) - Unrecognized transition obligation (313) (331) Net gain not yet recognized 71 43 ------ ------ 131 75 ------ ------ Plan assets at fair value 160 109 Prepaid postretirement benefit costs recorded on books $ 29 $ 34
The plans' funded status at December 31, 1995 and 1994 were calculated using the assumed rates in effect for 1996 and 1995, respectively. The health care cost trend rate assumption has a significant effect on the amounts reported. Increasing the assumed rates by 1 percent in each year would increase the accumulated postretirement benefit obligation as of December 31, 1995 by approximately $45 million and the net periodic cost for the year 1995 by approximately $6 million. The NEES subsidiaries fund the annual tax deductible contributions. Plan assets are invested in equity and debt securities and cash equivalents. Note F - Short-term borrowings and other current liabilities At December 31, 1995, NEES and its consolidated subsidiaries had lines of credit and standby bond purchase facilities with banks totaling $683 million. These lines and facilities were used at December 31, 1995 for liquidity support for $203 million of commercial paper borrowings and $342 million of NEP mortgage bonds in tax-exempt commercial paper mode (see Note G). Fees are paid on the lines and facilities in lieu of compensating balances. The weighted average rate on outstanding short-term borrowings was 5.92 percent at December 31, 1995. The fair value of the NEES subsidiaries' short-term debt equals carrying value. The components of other current liabilities are as follows:
At December 31 (thousands of dollars) 1995 1994 ------ ------ Accrued wages and benefits $30,222 $26,035 Deferred unbilled revenues 8,209 Rate adjustment mechanisms 19,772 31,311 Customer deposits 10,993 10,951 Other 12,117 16,745 ------ ------ $73,104 $93,251
Note G - Long-term debt Substantially all the properties of NEP, Massachusetts Electric, and Narragansett are subject to the lien of mortgage indentures under which mortgage bonds have been issued. The aggregate payments to retire maturing long-term debt are as follows:
(thousands of dollars) 1996 1997 1998 1999 2000 ------- ------- ------- ------- ------- Maturing long-term debt $10,000 $65,500 $ 75,000 $33,000 $ 91,000 Mandatory prepayments: Hydro-Transmission Companies 11,520 11,520 11,520 11,520 11,520 Granite State Electric Company 1,000 NEEI 17,000 30,000 30,000 30,000 NERC 1,440 1,920 1,920 2,280 2,280 ------- ------- ------- ------- ------- Total $23,960 $95,940 $118,440 $76,800 $134,800
The terms of $342 million of variable rate pollution control revenue bonds collateralized by NEP mortgage bonds at December 31, 1995 require NEP to reacquire the bonds under certain limited circumstances. At December 31, 1995, interest rates on NEP's variable rate bonds ranged from 3.35 percent to 6.00 percent. Also, at December 31, 1995, interest rates on NEEI's debt ranged from 5.92 percent to 6.17 percent. NEP has issued $40 million of long-term debt to date in 1996. This debt represents variable rate pollution control revenue bonds collateralized by NEP mortgage bonds which require NEP to reacquire the bonds under certain limited circumstances. NEP used the proceeds to refinance $10 million of variable rate debt in early 1996. The remaining proceeds will be used to refinance $30 million of fixed rate debt later in 1996. Narragansett has also refinanced $2 million of long-term debt to date in 1996 at 7.24 percent. At December 31, 1995, the NEES subsidiaries' long-term debt had a carrying value of approximately $1,699,000,000 and a fair value of approximately $1,800,000,000. The fair value of debt that reprices frequently at market rates approximates carrying value. The fair market value of the NEES subsidiaries' long-term debt was estimated based on the quoted prices for similar issues or on the current rates offered to the NEES companies for debt of the same remaining maturity. Note H - Selected quarterly financial information (unaudited)
1995 Quarter Ended (In thousands, except ------------------ per share amounts) Mar. 31 June 30 Sept. 30 Dec. 31* -------- -------- -------- -------- Operating revenue $558,316 $533,547 $599,126 $580,723 Operating income $ 73,385 $ 59,881 $102,321 $ 87,841 Net income $ 47,662 $ 33,531 $ 73,820 $ 49,744 Net income per average share $ .73 $ .52 $ 1.14 $ .76 1994 Quarter Ended (In thousands, except ------------------ per share amounts) Mar. 31 June 30 Sept. 30 Dec. 31 -------- -------- -------- -------- Operating revenue $576,906 $517,078 $591,633 $557,412 Operating income $ 91,862 $ 57,716 $ 84,354 $ 62,564 Net income $ 69,273 $ 33,584 $ 58,851 $ 37,718 Net income per average share $ 1.07 $ .51 $ .91 $ .58 *See Note E
REPORT OF MANAGEMENT The management of New England Electric System is responsible for the integrity of the consolidated financial statements included in this Annual Report. The financial statements were prepared in accordance with generally accepted accounting principles using management's informed best estimates and judgments where appropriate to fairly present the financial condition of the NEES companies and their results of operations. The information included elsewhere in this report is consistent with the financial statements. The NEES companies maintain an accounting system and system of internal controls which are designed to provide reasonable assurance as to the reliability of the financial records, the protection of assets, and the prevention of any material misstatement of the financial statements. The NEES companies' accounting controls have been designed to provide reasonable assurance that errors or irregularities, which could be material to the financial statements, are prevented or detected by employees within a timely period as they perform their assigned functions. The NEES companies' internal auditing staff independently assesses the effectiveness of internal controls and recommends improvements when appropriate. Coopers & Lybrand L.L.P., the NEES companies' independent accountants, are engaged to audit and express their opinion on the financial statements. Their audit includes a review of internal controls to the extent required by generally accepted auditing standards. The Audit Committee, composed solely of outside directors, meets periodically with management, the internal auditor, and the independent accountants to ensure that each is carrying out its responsibilities and to discuss auditing, internal accounting control, and financial reporting matters. Both the internal auditor and the independent accountants have free access to the Audit Committee, without management present, to discuss the results of their audit work. /s/ John W. Rowe /s/Alfred D. Houston John W. Rowe Alfred D. Houston President and Executive Vice President Chief Executive Officer and Chief Financial Officer REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of New England Electric System: We have audited the accompanying consolidated balance sheets and consolidated statements of capitalization of New England Electric System and subsidiaries (the Company) as of December 31, 1995 and 1994 and the related consolidated statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 1995 and 1994, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. Boston, Massachusetts /s/COOPERS & LYBRAND L.L.P. March 1, 1996 SHAREHOLDER INFORMATION For shareholder information and assistance, write to or call Shareholder Services at: New England Electric System Toll-free number: 1-800-466-7215 Shareholder Services Local number: (508) 389-4900 P.O. Box 770 Fax: (508) 836-0276 Westborough, MA 01581 E-mail: shrser@neesnet.com Dividend reinvestment plan Shareholders of New England Electric System common shares who hold their shares in registered form are eligible to participate in the Dividend Reinvestment and Common Share Purchase Plan. The Plan provides participants the opportunity to reinvest their dividends and send in optional cash payments to purchase additional common shares, which, at the discretion of the Company, will be newly issued shares or shares purchased in the open market, without payment of any brokerage commission or service charges. For more information on the Plan, please contact the Shareholder Services office on our toll-free number listed above. Direct deposit of dividends Shareholders who hold New England Electric System common shares in their own name may request to have their dividends directly deposited into their checking or savings account. This service is provided without fees. If you participate in Direct Deposit you will receive a credit advice for your records. To sign up for this service, please call Shareholder Services on our toll-free number listed above to request an authorization form. Change of address Please contact Shareholder Services on our toll-free number to let us know if your address changes. Form 10-K Copies of the Annual Report on Form 10-K to the Securities and Exchange Commission for 1995 are available upon request at no charge. Annual meeting The annual meeting of New England Electric System will be held at the Great Hall, located at Faneuil Hall in Boston, Massachusetts on April 23, 1996 at 10:30 a.m. Stock exchange listings New England Electric System common stock is listed on the New York Stock Exchange and the Boston Stock Exchange under the symbol NES. Transfer agent Certificates for transfer should be mailed Boston EquiServe to our transfer agent Boston EquiServe P.O. Box 644 (a Bank of Boston joint venture) at: Boston, MA 02102 Phone: (617) 575-3120
New England Electric System common shares 1995 1994 ------------------------------------------------------------ Price range Price range ------------------ Dividend ------------------ Dividend High Low declared High Lowdeclared ------- ------- -------- ------- --------------- First quarter $34.250 $30.625 $.575 $39.000 $35.125 $.560 Second quarter $35.250 $29.625 $.590 $37.625 $31.500 $.575 Third quarter $37.250 $32.875 $.590 $34.000 $28.875 $.575 Fourth quarter $40.000 $37.000 $.590 $32.875 $29.500 $.575
The total number of shareholders at December 31, 1995 was 51,097. The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an Agreement and Declaration of Trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which, as amended, has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or liability made, entered into, or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer, or agent thereof assumes or shall be held to any liability therefor. This report is not to be considered as an offer to sell or buy or solicitation of an offer to sell or buy any security. NEES OFFICERS AND RETAIL SUBSIDIARY PRESIDENTS [PHOTO OF JOHN W. ROWE APPEARS HERE] John W. Rowe President & Chief Executive Officer [PHOTO OF ALFRED D. HOUSTON APPEARS HERE] Alfred D. Houston Executive Vice President & Chief Financial Officer [PHOTO OF FREDERIC E. GREENMAN APPEARS HERE] Frederic E. Greenman Senior Vice President, General Counsel & Secretary (retired 12/31/95) [PHOTO OF CHERYL A LAFLEUR APPEARS HERE] Cheryl A. LaFleur Vice President, General Counsel & Secretary (effective 12/31/95) [PHOTO OF JOHN W. NEWSHAM APPEARS HERE] John W. Newsham Vice President (retired 12/31/95) [PHOTO OF RICHARD P. SERGEL APPEARS HERE] Richard P. Sergel Vice President [PHOTO OF JEFFREY D. TRANEN APPEARS HERE] Jeffrey D. Tranen Vice President [PHOTO OF MICHAEL E. JESANIS APPEARS HERE] Michael E. Jesanis Treasurer [PHOTO OF JOHN H. DICKSON APPEARS HERE] John H. Dickson President, Massachusetts Electric [PHOTO OF ROBERT L. MCCABE APPEARS HERE] Robert L. McCabe President, Narragansett Electric [PHOTO OF LYDIA M. PASTUSZEK APPEARS HERE] Lydia M. Pastuszek President, Granite State Electric NEES DIRECTORS [PHOTO OF JOAN T. BOK APPEARS HERE] Joan T. Bok [PHOTO OF PAUL L. JOSKOW APPEARS HERE] Paul L. Joskow [PHOTO OF JOHN M. KUCHARSKI APPEARS HERE] John M. Kucharski [PHOTO OF JOSHUA A. MCCLURE APPEARS HERE] Joshua A. McClure [PHOTO OF JOHN W. ROWE APPEARS HERE] John W. Rowe [PHOTO OF GEORGE M. SAGE APPEARS HERE] George M. Sage [PHOTO OF CHARLES E. SOULE APPEARS HERE] Charles E. Soule [PHOTO OF ANNE WEXLER APPEARS HERE] Anne Wexler [PHOTO OF JAMES Q. WILSON APPEARS HERE] James Q. Wilson [PHOTO OF JAMES R. WINOKER APPEARS HERE] James R. Winoker Edward H. Ladd not available for photo. NEES DIRECTORS As of December 31, 1995 Joan T. Bok Chairman of the Board, New England Electric System, Westborough, Massachusetts Corporate Responsibility Committee Executive Committee Paul L. Joskow Professor of Economics and Management, Massachusetts Institute of Technology, Cambridge, Massachusetts Audit Committee John M. Kucharski Chairman, President, and Chief Executive Officer, EG&G, Inc., Wellesley, Massachusetts Compensation Committee Edward H. Ladd Chairman, Standish, Ayer & Wood, Inc., Investment counselors, Boston, Massachusetts Executive Committee Joshua A. McClure Former President, American Custom Kitchens, Inc., Providence, Rhode Island Corporate Responsibility Committee John W. Rowe President and Chief Executive Officer, New England Electric System, Westborough, Massachusetts Corporate Responsibility Committee Executive Committee George M. Sage President and Treasurer, Bonanza Bus Lines, Inc., Providence, Rhode Island Compensation Committee Executive Committee Charles E. Soule President and Chief Executive Officer, Paul Revere Insurance Group, Worcester, Massachusetts Audit Committee Anne Wexler Chairman, The Wexler Group, Management consultants, Washington, D. C. Corporate Responsibility Committee Executive Committee James Q. Wilson Professor of Management, University of California at Los Angeles Corporate Responsibility Committee James R. Winoker Chief Executive Officer, Belvoir Properties, Inc., Providence, Rhode Island Audit Committee Compensation Committee NEES OFFICERS As of December 31, 1995 John W. Rowe President and Chief Executive Officer Alfred D. Houston Executive Vice President and Chief Financial Officer Frederic E. Greenman* Senior Vice President, General Counsel, and Secretary John W. Newsham* Vice President Richard P. Sergel Vice President Jeffrey D. Tranen Vice President Michael E. Jesanis Treasurer Cheryl A. LaFleur** Vice President, General Counsel, and Secretary *Retired December 31, 1995 **Elected effective December 31, 1995 NEES SUBSIDIARIES As of December 31, 1995 Massachusetts Electric Company 25 Research Drive, Westborough, Massachusetts 01582 John H. Dickson, President The Narragansett Electric Company 280 Melrose Street, Providence, Rhode Island 02901 Robert L. McCabe, President Granite State Electric Company 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 Lydia M. Pastuszek, President New England Power Company 25 Research Drive, Westborough, Massachusetts 01582 Narragansett Energy Resources Company 280 Melrose Street, Providence, Rhode Island 02901 New England Electric Resources, Inc. 25 Research Drive, Westborough, Massachusetts 01582 John L. Levett, President New England Electric Transmission Corporation 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 New England Energy Incorporated 25 Research Drive, Westborough, Massachusetts 01582 New England Hydro-Transmission Corporation 407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766 New England Hydro-Transmission Electric Company, Inc. 25 Research Drive, Westborough, Massachusetts 01582 New England Power Service Company 25 Research Drive, Westborough, Massachusetts 01582 [LOGO] Printed on recycled paper -----END PRIVACY-ENHANCED MESSAGE-----