-----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, VWNXxVpvrYWCrc5EfXU7PuZRPck5w+fjIU6sViTi1qUm3Q1QZaUz2qesaVeDZnd9 k6kqTHzChPhO5op2HxlJ7w== 0000071297-96-000034.txt : 19960503 0000071297-96-000034.hdr.sgml : 19960503 ACCESSION NUMBER: 0000071297-96-000034 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960502 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: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-03446 FILM NUMBER: 96555311 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U5S 1 File No. 30-33 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-5-S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1995 Filed pursuant to the Public Utility Holding Company Act of 1935 by LOGO NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive, Westborough, Massachusetts 01582 Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1995 (1)
Value Per Books of Percent of Issuer and Number of Voting Power Carrying Name of Company Common Shares (100% unless Value (and abbreviation used herein) Owned Specified) to Owner - ------------------------------ ------------- ------------ --------- (000's) New England Electric System (Voluntary Association) (NEES) None Granite State Electric Company (Granite) 60,400 $ 19,038 Massachusetts Electric Company (Mass Electric) 2,398,111 411,538 Nantucket Cable Electric Company, Inc. (Nantucket) (2) - None The Narragansett Electric Company (Narragansett) 1,132,487 244,851 Narragansett Energy Resources Company (NERC) 25 153 Unsecured Debt - 665 New England Electric Resources, Inc. (NEERI) 1,000 (1,713) Unsecured Debt - 3,399 New England Hydro-Transmission Electric Company, Inc. (NEHTEC) 2,017,352 53.97 29,899 New England Hydro-Transmission Corporation (NEHTC) 10,843 53.97 19,868 New England Electric Transmission Corporation (NEET) 140 3,768 New England Energy Incorporated (NEEI) (3) 2,500 (23,052) Unsecured debt - 20,225 New England Power Service Company (NEPSCO) 3 16,516 New England Power Company (NEP) 6,449,896 98.85 888,945 ---------- $1,634,100 ========== New England Hydro Finance Company (NEHFC) (4) 504 53.97 $ 5 NERC Ocean State Power (5) - 35.69 $ 20,117 Ocean State Power II (5) - 35.69 $ 16,207 NEP Connecticut Yankee Atomic Power Company 52,500 15 $ 15,107 Maine Yankee Atomic Power Company 100,000 20 $ 14,457 Vermont Yankee Nuclear Power Corporation 80,002 20 $ 10,457 Yankee Atomic Electric Company 46,020 30 $ 7,035 New England Wholesale Electric Company (6)* - -------------------- *Inactive.
(1) Attached as Exhibit E.1. hereto is a schedule showing investments during the year ended December 31, 1995 in the NEES Money Pool, through which certain System companies lend to or borrow from other System companies (Commission File Nos. 70-8261, 70-8453, and (70-8679). (2) Nantucket was established April 7, 1994 under the laws of the Commonwealth of Massachusetts to design, permit, construct, operate, and maintain an undersea cable between Harwich and Nantucket Island in Massachusetts. Nantucket is not yet capitalized. (3) Samedan/NEEI Exploration Company is a partnership engaged in oil and gas exploration and development. NEEI owns a 50% interest in the partnership and had invested $720,741,841 in the partnership as of December 31, 1995. (4) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50% interest. The tabulation shown above reflects NEES' indirect ownership in NEHFC. (5) Both Ocean State Power and Ocean State Power II are general partnerships; NERC owns a 20% equity interest in each. (6) Incorporated in 1972; not yet capitalized. Item 2. ACQUISITION OR SALES OF UTILITY ASSETS (None to be reported.) Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (None to be reported.) Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 1995 ------------------ Name of Company Acquiring, Redeeming Number of Shares or Retiring or Principal Amount Commission Securities ------------------------ Authorization (Issuer unless Redeemed or (Release No. Name of Issuer otherwise noted) Acquired Retired (1) Consideration or Other) -------------- ---------------- -------- ------------- ------------- -------------- GRANITE Unsecured Note $ 3,400,000 $ 3,466,600 23595, 24272 & (B) NEHFC Secured Notes $ 11,520,000 $ 11,520,000 25304 & (B) NEEI Sub. Promissory Note NEES $ 3,531,364 $ 3,531,364 (A) Sub. Promissory Note $ 1,750,000 $ 1,750,000 (A) NEET Common Stock 25 shares $ 656,652 24162 Secured Note $ 4,624,000 $ 4,624,000 24162 MASS. ELECTRIC Bonds $35,000,000 $35,000,000 (B) NEP Bonds $10,000,000 $10,000,000 (B) NARRAGANSETT Bonds $16,000,000 $17,936,000 (B) NEERI Sub. Promissory Note NEES $2,449,999 $ 2,449,999 (C) Sub. Promissory Note $525,000 $525,000 (C) NERC Sub. Promissory Note NEES $1,500,000 $1,500,000 (D) Sub. Promissory Note $33,950,000 $33,950,000 (D) - -------------------- (1) Securities were extinguished. (A) SEC Release No. 24847 and Rule 45(b)(3). (B) Rule 42. (C) SEC Release No. 25261, 26017, 26057, 26235, 26277, & 26291 (D) SEC Release No. 24960, 24727, 25313, & 26397
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES As of December 31, 1995.
Number of Shares or General Principal Percent Nature Carrying Amount Voting of Issuer's Value Name of Owner Name of Issuer Security Owned Owned Power Business to Owner - ------------- -------------- -------------- --------- ------- ----------- ----------- (in thous.) NEES UNITIL Corporation Capital Stock 34,400 shs. 0.8 Public $303 no par value Utility Three Two business Stocks $ 74 Subsidiaries development (A) corporations - -------------------- (A) Mass. Electric, Narragansett, and NEP.
Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995. (Note A)
Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Andrew H. Aitken VP VP s - --------------------------------------------------------------------------------------------------------------------------------- John Amoroso 245 S. Main Street, Hopedale, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Cynthia A. Arcate 9 Lowell Road, Salem, NH VP s - --------------------------------------------------------------------------------------------------------------------------------- Lawrence E. Bailey VP s - --------------------------------------------------------------------------------------------------------------------------------- Thomas J. Bascetta RR 2, Box 44, Plainfield Rd., W. Lebanon, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Urville J. Beaumont 8 Samoset Dr., Salem, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Francis X. Beirne 4145 Quaker Lane North Kingstown, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- Joan T. Bok One International Pl., Suite 2115 Boston, MA D ChB D D D D D D D D f D D D D - --------------------------------------------------------------------------------------------------------------------------------- Gregory B. Butler 601 Pensylvania Ave. N.W. Suite 620-N Washington, DC VP s - --------------------------------------------------------------------------------------------------------------------------------- Marilyn R. Campbell 79 Brady Avenue, Salem, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Stephen A. Cardi 400 Lincoln Ave., Warwick, RI D f - --------------------------------------------------------------------------------------------------------------------------------- John G. Cochrane T T T VP s T T T T - --------------------------------------------------------------------------------------------------------------------------------- Eric P. Cody VP s - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 (continued). (Note A) Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Sally L. Collins 23 Ridgewood Terrace, Northampton, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Dan C. Delurey VP s - --------------------------------------------------------------------------------------------------------------------------------- John H. Dickson D P s - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey A. Donahue VP VP VP s VP VP - --------------------------------------------------------------------------------------------------------------------------------- Richard W. Frost 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- Frances H. Gammell 200 Providence Street, P.O. Box 1007 W. Warwick, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Dr. Kalyan K. Ghosh 486 Chandler St., Worcester, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Peter H. Gibson VP s - --------------------------------------------------------------------------------------------------------------------------------- Don F. Goodwin VP s - --------------------------------------------------------------------------------------------------------------------------------- Frederic E. Greenman * Sr-VP S D D D D VP D VP s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Gregory A. Hale P.O. Box 60040, Florence Station, Northampton, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- George W. Harris Ledge Road, Pelham, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Nicholas D. N. Harvey, Jr. 41 S. Park Street, Hanover, NH D f - --------------------------------------------------------------------------------------------------------------------------------- David L. Holt E-VP s - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 (continued). (Note A) Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Charles B. Housen 120 E. Main Street, Erving, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Alfred D. Houston E-VP VP T D P D D D D P s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Michael E. Jesanis T T T T s - --------------------------------------------------------------------------------------------------------------------------------- Paul L. Joskow 7 Chilton Street, Brookline, MA D f - --------------------------------------------------------------------------------------------------------------------------------- David C. Kennedy VP s - --------------------------------------------------------------------------------------------------------------------------------- Joseph J. Kirby 23 Broad Street, Westerly, RI D f - --------------------------------------------------------------------------------------------------------------------------------- John M. Kucharski 45 William Street, Wellesley, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Edward H. Ladd 125 Claybrook Rd., Dover, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Cheryl A. LaFleur ** VP S VP* D D D VP D VP Ds D D D D - --------------------------------------------------------------------------------------------------------------------------------- John L. Levett D P s - --------------------------------------------------------------------------------------------------------------------------------- John F. Malley VP s - --------------------------------------------------------------------------------------------------------------------------------- Paul R. Marshall 1101 Turnpike St., No. Andover, MA S s S S - --------------------------------------------------------------------------------------------------------------------------------- Robert L. McCabe 280 Melrose St., Providence, RI D P s - --------------------------------------------------------------------------------------------------------------------------------- Joshua A. McClure P.O. Box 1119, Westerly, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Howard W. McDowell D T Co Co Co Co Co s Co Co Co Co - --------------------------------------------------------------------------------------------------------------------------------- Patricia McGovern 400 Atlantic Avenue, Boston, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 (continued). (Note A) Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Robert H. McLaren VP s - --------------------------------------------------------------------------------------------------------------------------------- Howard R. Mortenson P.O. Box 885, Charlestown, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Charles H. Moser VP s - --------------------------------------------------------------------------------------------------------------------------------- Richard Nadeau 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- John W. Newsham * VP D E-VP D D s P D - --------------------------------------------------------------------------------------------------------------------------------- Chester O. Paradise VP s - --------------------------------------------------------------------------------------------------------------------------------- Lydia M. Pastuszek 1101 Turnpike St., No. Andover, MA P D s VP - --------------------------------------------------------------------------------------------------------------------------------- Anthony C. Pini VP s - --------------------------------------------------------------------------------------------------------------------------------- Kirk L. Ramsauer C s C C - --------------------------------------------------------------------------------------------------------------------------------- Marcy L. Reed 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- John F. Reilly 1 Merrimack Plaza, Lowell, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Lawrence J. Reilly VP s - --------------------------------------------------------------------------------------------------------------------------------- Thomas G. Robinson S s - --------------------------------------------------------------------------------------------------------------------------------- Christopher E. Root VP s - --------------------------------------------------------------------------------------------------------------------------------- John W. Rowe P D D D Ch D D D Ch D Ch D s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Michael F. Ryan 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 (continued). (Note A) Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- George M. Sage P.O. Box 9527, Providence, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Nancy H. Sala 939 Southbridge St., Worcester, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Richard P. Sergel VP Ch D Ch D Ch D D D s - --------------------------------------------------------------------------------------------------------------------------------- Richard M. Shribman 101 Washington Street, Salem, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Dennis E. Snay 170 Medford St., Malden, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Charles E. Soule 18 Chestnut Street, Worcester, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey D. Tranen VP VP D D P D P D D s P D P D D P D - --------------------------------------------------------------------------------------------------------------------------------- William E. Trueheart Box 49, Bryant College, Smithfield, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Arnold H. Turner VP VP s VP VP VP - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey W. VanSant VP VP s - --------------------------------------------------------------------------------------------------------------------------------- William Watkins, Jr. 280 Melrose Street, Providence, RI E-VP s - --------------------------------------------------------------------------------------------------------------------------------- Roslyn M. Watson 25 Braddock Park, Boston, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1995 (continued). (Note A) Mass NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Anne Wexler 1317 F Street, N.W., Suite 600 Washington, DC D f - --------------------------------------------------------------------------------------------------------------------------------- John A. Wilson, Jr. 49 Madison Ave., No. Kingston, RI D f - --------------------------------------------------------------------------------------------------------------------------------- James Q. Wilson 32910 Camino de Buena Ventura, Malibu, CA D f - --------------------------------------------------------------------------------------------------------------------------------- James R. Winoker 222 Richmond Street Providence, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Robert King Wulff C C S C s S - --------------------------------------------------------------------------------------------------------------------------------- Geraldine M. Zipser C s - --------------------------------------------------------------------------------------------------------------------------------- Key: Ch-Chairman; ChB-Chairman of the Board; VCh-Vice Chairman; D-Director; P-President; E-VP-Executive Vice President; Sr-VP-Senior Vice President; VP-F-Vice President--Finance; VP-Vice President; T-Treasurer; Co-Controller; C-Clerk; S-Secretary; s-Salary; f-Fee. Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated. * Retired/Resigned 12/31/95 ** Elected effective 12/31/95
Item 6. OFFICERS AND DIRECTORS Part II. Financial Connections as of December 31, 1995.
Position Name and Held in Name of Location of Financial Applicable Officer or Financial Institution Exemption Director Institution (a) Rule ---------- ----------- ----------- ---------- Marilyn R. Campbell Pelham Bank & Trust Co., D d Pelham, NH George W. Harris Pelham Bank & Trust Co., D d Pelham, NH Joseph J. Kirby The Washington Trust Co., P, D d Westerly, RI The Washington Trust Bancorp, Inc., Westerly, RI P d John M. Kucharski State Street Boston Corp., D b Boston, MA Robert L. McCabe Citizen Savings Bank, D d,g Providence, RI John F. Reilly Family Bank, D d Haverhill, MA John W. Rowe First National Bank of Boston, D b,d,e,f,g Boston, MA Bank of Boston Corporation, D b,d,e,f,g Boston, MA Charles E. Soule Westboro Savings Bank T b Westboro, MA William E. Trueheart Fleet National Bank, D d Providence, RI Fleet Bank, N.A., D e Hartford, CT Fleet Bank of Massachusetts, D e N.A., Boston, MA William Watkins, Jr. Rhode Island Hospital Trust D g National Bank, Providence, RI Roslyn M. Watson The Dreyfus Laurel Funds, T e New York, NY American Express Centurion D e Bank, Wilmington, DE - -------------------- a - D-Director; P-President; T-Trustee b - Rule 70(a) c - Rule 70(b) d - Rule 70(c) e - Rule 70(d) f - Rule 70(e) g - Rule 70(f)
Item 6. OFFICERS AND DIRECTORS Part III. Disclosures made in proxy statements and annual reports on Form 10-K, filed in 1996, follow: NEES SUMMARY COMPENSATION TABLE
Long Term Compen- Annual Compensation (b) sation _______________________ __________ Other Restricted Name and Annual Share All Other Principal Salary Bonus Compensa- Awards Compensa- Position (a) Year ($) ($)(c) tion ($)(d) ($)(e) tion ($)(f) - ------------ ---- ------ ------ ----------- --------- ---------- John W. Rowe, 1995 537,600 427,213 9,568 --- 4,750(g) President 1994 501,156 284,540 9,517 160,974 4,526 and Chief 1993 433,908 268,323 5,548 129,873 5,711 Executive Officer Alfred D. 1995 262,008 177,663 5,753 --- 4,180(h) Houston, 1994 244,860 132,370 5,501 62,040 4,027 Executive 1993 212,904 152,939 3,522 44,465 5,082 Vice President Frederic E. 1995 225,876 149,515 5,934 --- 4,404(i) Greenman, 1994 219,288 139,475 5,671 53,427 4,238 Senior Vice 1993 212,904 129,239 3,670 39,276 5,355 President and Secretary * Jeffrey D. 1995 200,100 143,254 5,268 --- 3,578(j) Tranen, 1994 187,356 98,357 5,049 45,804 3,466 Vice 1993 175,330 122,896 3,260 35,906 3,906 President Richard P. 1995 184,956 139,373 4,877 --- 3,424 (k) Sergel, 1994 168,600 94,801 4,934 44,352 3,324 Vice 1993 157,340 119,627 2,784 34,807 3,421 President
* Retired as of December 31, 1995 (a) Officers of NEES also hold various positions with subsidiary companies. Compensation for these positions is included in this table. (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 NEES. See description under Plan Summaries. (d) Includes amounts reimbursed by NEES 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 exective's 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 and deferred share equivalents with the value indicated: Mr. Rowe 20,370 shares, $807,161 value; Mr. Houston 6,404 shares, $253,758 value; Mr. Greenman 5,961 shares, $236,204 value; Mr. Tranen 4,582 shares, $181,561 value; and Mr. Sergel 4,355 shares, $172,567 value. The value was calculated by multiplying the closing market price on December 29, 1995, by the number of shares. (f) Includes NEES 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 NEES. (g) For Mr. Rowe, the type and amount of compensation in 1995 is as follows: $ 3,000 for contributions to the thrift plan and $1,750 for life insurance. (h) For Mr. Houston, the type and amount of compensation in 1995 is as follows: $3,000 for contributions to the thrift plan and $1,180 for life insurance. (i) For Mr. Greenman, the type and amount of compensation in 1995 is as follows: $3,000 for contributions to the thrift plan and $1,404 for life insurance. (j) For Mr. Tranen, the type and amount of compensation in 1995 is as follows: $3,000 for contributions to the thrift plan and $578 for life insurance. (k) For Mr. Sergel, the type and amount of compensation in 1995 is as follows: $3,000 for contributions to the thrift plan and $424 for life insurance. NEP SUMMARY COMPENSATION TABLE
Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(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. Security Ownership ------------------ The following table lists the holdings of NEES common shares as of March 1, 1996 by NEES, NEP, Mass. Electric, and Narragansett directors, the executive officers named in the Summary Compensation Tables, and all directors and executive officers, as a group.
Shares Deferred Beneficially Incentive Name Owned (a) Shares (b) ---- ------------ ---------- Joan T. Bok 22,157 Frederic E. Greenman* 11,154 1,729 Alfred D. Houston 12,260 3,410 Paul L. Joskow 2,251 John M. Kucharski 2,200 Edward H. Ladd 5,307 Joshua A. McClure 1,566 John W. Rowe 21,799 9,082 George M. Sage 3,000 Richard P. Sergel 7,728 2,534 Charles E. Soule 848 Jeffrey D. Tranen 7,451 2,610 Anne Wexler 1,711 James Q. Wilson 2,471 James R. Winoker 1,200 Urville J. Beaumont 226 (c) 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 Nancy H. Sala 6,779 (d) 946 Roslyn M. Watson 327 Francis X. Beirne 3,992 105 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 William E. Trueheart 227 William Watkins, Jr. 5,162 1,409 John A. Wilson, Jr. 608 Lawrence E. Bailey 4,978 2,980 John W. Newsham 11,951 1,247 All directors and executive officers, as a group (56 persons) 249,202 (e) 45,731 (e) * retired as of December 31, 1995 - --------------------
(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. Listed below are the only persons or groups known to the System as of March 11, 1996 to beneficially own 5% or more of NEES common shares. However, T. Rowe Price Trust Company disclaims beneficial ownership of all such shares. The quantity of shares listed below is as of December 31, 1995. Amount and Nature Name and Address of of Beneficial Percent of Beneficial Owner Ownership Common Shares - ------------------- ----------------- ------------- T. Rowe Price Trust 5,410,147 shares 8.3% Company as trustee for 100 East Pratt Street Company employee Baltimore, MD 21202 benefits plans, including those discussed herein. Franklin 4,702,010 shares 7.2% Resources, Inc. 777 Mariners Island Blvd San Mateo, CA 94403-7777 Contracts and Transactions with System Companies ------------------------------------------------ During 1995, Mr. Joskow did consulting work for NEES or subsidiaries of NEES under a separate consulting contract for which he was paid approximately $30,000. These consulting services were not related to his duties as a Board member. NEES and its subsidiaries retain from time to time National Economic Research Associates, Inc. (NERA). During 1995, NERA invoiced subsidiaries of NEES for approximately $96,000 to prepare testimony and reports on regulatory matters. Mr. Joskow is a special consultant to NERA. Mrs. Bok serves as a consultant to NEES. Under the terms of her contract, she receives an annual retainer of $100,000. Mrs. Bok also serves as a director for each of NEES' subsidiaries. She has agreed to waive the normal fees and annual retainers otherwise payable for services by non-employees on these boards and receives in lieu thereof a single annual stipend of $60,000. 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. 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 the System Companies listed in the above tables) 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. 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 NEES and NEP summary compensation tables and Ms. LaFleur and Messrs. Dickson and McCabe 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 - -------------------- NEES pays 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. Other - ----- The System does not have any share option plans. Retirement Plans - ---------------- The following chart 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 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS AVERAGE SERVICE SERVICE SERVICE SERVICE SERVICE SERVICE COMPENSATION - ------------ -------- ------- -------- -------- -------- -------- $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 $600,000 177,900 233,300 287,100 340,900 375,200 393,200 $700,000 208,000 272,700 335,600 398,500 438,600 459,600 $800,000 238,000 312,100 384,100 456,100 502,100 526,100 $900,000 269,100 351,500 432,600 513,700 565,500 592,500 $1,000,000 298,100 390,900 481,100 571,300 629,000 659,000 $1,100,000 328,200 430,300 529,600 628,900 692,400 725,400
For purposes of the retirement plans, Messrs. Rowe, Houston, Tranen, and Sergel currently have 18, 33, 26, and 17 credited years of service, respectively. At his retirement on December 31, 1995, Mr. Greenman had 30 credited years of service. Mr. Dickson, Mr. Holt, Ms. LaFleur, Ms. Sala, and Mr. Pini currently have 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. Mr. Newsham and Mr. Bailey currently have 45 and 27 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 agreements with certain of its executives, including those named in the Summary Compensation Table, 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 of 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 below 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 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 described in the Compensation Committee report, 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 participant's 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 related Incentive Share Deferral Agreements provide that, upon the occurrence of a change in control (defined more narrowly than in the other plans), any restrictions on shares and account balances would cease. New England Electric System Compensation Committee Report on Executive Compensation - ------------------------------------------ The System's total compensation package is designed to attract and retain superior managers who can successfully lead the System as our industry becomes increasingly competitive and whose backgrounds are not necessarily limited to our System or industry. This package consists of Base Salary, Incentive Compensation (performance based, at risk compensation), and Benefits. The Committee periodically reviews each component of the System's executive compensation program to ensure that pay levels and incentive opportunities are competitive and that incentive opportunities are linked to System performance. The System's general compensation philosophy is that the Base Salary ranges should be competitive. A significant portion of management compensation should be tied to achievement of corporate goals in order to maintain a sharp focus on corporate performance and to consistently align the interest of management and the System's shareholders and customers. An ever higher percentage of total compensation should be at risk as one moves upward through management. The compensation of Mr. Rowe, the Chief Executive Officer, is based on the same considerations and structure as that of the other executive officers. Given that Mr. Rowe has stated his intention to continue to defer his incentive share plan awards, which adds a margin under the tax law, and that the compensation for each of the System's executive officers is still below the $1 million threshold at which tax deductions are limited under the recent revisions to the Internal Revenue Code, the Committee has not had to address issues related thereto but continues to monitor them. The NEES Board of Directors votes the compensation of Mr. Rowe, acting upon recommendations of the Compensation Committee, which is described on page 29. The Committee reports its decisions to the Board of Directors. After meeting in executive session and discussing the reports made by the Committee, the Board of Directors has unanimously accepted each of the recommendations made in 1995 and to date in 1996. The Compensation Committee votes the compensation of all other System executive officers listed in the Summary Compensation Table, as well as other senior employees. Although System management may be present during Committee discussions of officers' compensation, Committee decisions with respect to the compensation of Mr. Rowe are reached in executive session. Base Salary - ----------- Base Salary levels are established after consideration of the appropriate market to determine the average salary for a position. Extensive salary survey analyses are compiled annually and presented to the Committee for review. Salary ranges are then defined on the basis of those market surveys. These surveys may include some of the same companies included in incentive compensation plan comparisons or in the corporate performance chart. In November 1994, after consideration of multiple surveys prepared by various consulting organizations and industry groups, the Committee had recommended the base salary for Mr. Rowe be set at $537,600 for 1995. In 1995, with the implementation of the Long-Term Performance Share Award Plan, described below, and with Mr. Rowe's inclusion in the Retirement Supplement Plan, the Committee did not recommend any change in the base salary for Mr. Rowe for 1996. In November 1995, the Committee reviewed the performance of each individual in the compensation group below Mr. Rowe, the relative position of these individuals compared to the market surveys discussed above, and the Committee's subjective analysis of the performance of those individuals. The Committee adopted salary recommendations. Performance Based Incentive Compensation - ---------------------------------------- Performance Based Incentive Compensation (at risk compensation or bonus) is designed to deliver rewards above base salary, if the System and the individual executives perform well. Annual Target Plans - ------------------- The incentive components of the annual target compensation plans are based on formulae with difficult threshold targets. Under the formulae, in order for any plan bonuses to be awarded, the System must achieve a return on equity that places the System in the top 50% of the approximately 90 electric utilities listed in the Duff & Phelps Utility Group (the National Grouping) or in the top 50% of the New England/New York regional utilities (the Regional Grouping). See the Return on Equity graph, below. The Board of Directors, in response to extraordinary events, may enhance or curtail the actual return on equity used to determine whether the System met the targets. They did not do so for 1995. In February 1996, the Committee voted the bonuses under these plans. For the maximum incentive to be awarded, the System must achieve a return on equity in the top 25% of both the National and Regional Groupings and the System's cost per kilowatthour must be the lowest or next lowest of a selected group of New England electric utilities. In 1995, if only one of the return on equity targets had been met, Mr. Rowe would have received a bonus (cash and incentive shares as described below) of 19.2% of base pay. The maximum would have been 80% of base pay. Based on the performance described below, his formula bonus (cash and shares) was 76.5% of base pay. For purposes of determining the bonus amount for 1995, the System placed in the 65th and the 75th percentiles in return on shareholder equity of the National and Regional Groupings, respectively. The System placed next to the lowest in the Regional Grouping with respect to customer cost per kilowatthour in 1995. No bonus awards are made if earnings are not sufficient to cover dividends, even if the return on equity targets are met. The Committee may authorize special bonuses but did not do so in 1995 for Mr. Rowe or the other senior officers identified in the Summary Compensation Table. Mr. Rowe's bonus under the plan is directly related to achievement of the above described corporate targets. The incentive compensation plan bonuses of the other executives are additionally dependent upon the achievement of individual goals. The participants in the incentive compensation plans are also awarded NEES common shares under an incentive share plan, approved by the shareholders in 1990. Shares are only awarded against the annual target incentive compensation plan cash awards generated by the formulae. No discretion is exercised by the Committee in the awarding of the shares. An individual's award of shares under the incentive share plan is a fixed percentage of her or his cash award for that year from the incentive compensation plan in which she or he participates. For Mr. Rowe, the percentage is 60%. If no cash award is made, no shares are distributed. Further, total awards of shares in any calendar year cannot exceed one-half of one percent (0.5%) of the number of outstanding shares at the end of the previous calendar year. (The incentive shares awarded, including those deferred, for 1995 were 0.06% of the number of outstanding shares.) The Committee voted to approve the bonuses upon which the share awards are based on February 26, 1996. Three-Year Target Plan - ---------------------- In order to increase executive focus on multi-year performance of the System, the Committee recommended to the Board the establishment of the Long-Term Performance Share Award Plan described below. No payout will be made under this plan until the Spring of 1999. Under the new plan, awards are based upon various measures of System performance over a three-year period. Each award factor or measurement functions independently. The factors include financial and operating performance. The factors may be related to those in the incentive plans but with higher thresholds. 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 of her or his base pay on the January 1 of the first year of the plan measurement period. For Mr. Rowe, that percentage was 50%. Percentages for other executives range from 15% to 50%. No dividends accrue on the allocated shares. At the end of the three-year cycle, the participant receives actual shares based upon the performance against the various factors. For example, for the first cycle, 20% of the shares are dependent upon total shareholder return compared to other regional utilities. The factors are established by the Committee at the beginning of each cycle. All participants share the same factors and factor weights. Benefits - -------- The executive benefits are designed both to provide a competitive package and to retain System flexibility in staffing management to meet changing conditions. NEES had offered to its previous chief executive officers a retirement supplement plan providing 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). In order to retain Mr. Rowe's services during the period of transition to a competitive industry, the Compensation Committee endorsed offering the retirement supplement plan to Mr. Rowe, subject to his remaining in the employ of the Company until December 31, 2000. See Plan Summaries and Retirement Plans, below. Deferred Compensation Plan - -------------------------- The Committee voted to extensively revise the Deferred Compensation Plan to increase the number of executives who might participate and to offer an election to have the value of their deferral tied either to prime rate or to NEES shares. Executive Health - ---------------- It has been the System's policy to contribute fully to post- retirement health benefits for senior executives. The Compensation Committee voted to restrict this benefit for new participants in the incentive plans. Share Ownership Guidelines - -------------------------- At its meeting in October 1995, the Committee voted that the System has long recognized the importance of consistent alignment of executive interests with those of shareholders. Therefore, it is expected that executives will own shares or share equivalents to certain minimum levels within five years of being subject to this requirement. For Mr. Rowe, the level is 40,000 shares. For the other executives listed in the NEES Summary Compensation Table, the level is 15,000 shares. Other executives are expected to hold from 2,000 to 7,000 shares, depending upon their compensation levels and bonus plans. In view of the establishment of these guidelines, the Committee determined it was no longer necessary to place restrictions on the sale of shares granted in the future, under the Incentive Share Plan. At its meeting on February 27, 1996, the NEES Board of Directors voted that members of the NEES Board were expected to own 2,500 shares, within five years of being subject to this requirement. New England Electric System Compensation Committee John M. Kucharski George M. Sage James R. Winoker CORPORATE PERFORMANCE Total Return The following graph shows total shareholder return for NEES (capital appreciation plus reinvested dividends) for the years 1990 through 1995 as compared to the Standard & Poor's 500 Index and the Edison Electric Institute (EEI) Index of 100 investor-owned electric companies assuming the investment of $100 on December 31, 1990.
NEES S & P 500 EEI Index ---- --------- --------- 1990 100.00 100.00 100.00 1991 138.99 130.47 128.87 1992 177.68 140.40 138.69 1993 190.57 154.55 154.11 1994 167.12 156.60 136.28 1995 220.81 215.44 178.55
Note: The share price performance shown on the graph above is not necessarily indicative of future price performance. Return on Equity The following graph shows the return on equity of NEES common shares for the years 1991 through 1995 compared to a national grouping of approximately 90 electric utilities (those utilities listed in the Duff & Phelps Utility Group) and a regional grouping of utilities in the New York and New England area. As discussed in the report of the Compensation Committee, return on equity is a key driver of the System's incentive compensation program.
NEES National Regional Grouping Grouping ---- -------- -------- 1991 12.64% 12.13% 11.30% 1992 12.58% 11.32% 11.84% 1993 12.64% 11.90% 11.41% 1994 12.73% 11.42% 11.40% 1995 12.78% 11.72% 10.43%
Note: The return on equity shown for each grouping is the median at the date of incentive compensation determination. The earnings performance shown on the graph above is not necessarily indicative of future performance. NEES Board Structure and Compensation - ------------------------------------- NEES has an Executive Committee, an Audit Committee, a Compensation Committee, and a Corporate Responsibility Committee. The committee memberships listed below are as of January 1, 1996. In February 1996, NEES established a Nominating Committee to be comprised of those members of the Executive Committee who are not present or past officers or employees of NEES. The members of the Executive Committee are Mrs. Bok, Mr. Ladd, Mr. Rowe, Mr. Sage, and Ms. Wexler. Mrs. Bok serves as the Chairman of this Committee. During the intervals between meetings of the Board of Directors, the Executive Committee has all the powers of the Board that may be delegated. The members of the Nominating Committee are Mr. Ladd, Mr. Sage, and Ms. Wexler. Mr. Ladd serves as Chairman of this Committee. This Committee considers written recommendations from shareholders for nominees to the Board. The members of the Audit Committee are Messrs. Joskow, Soule, and Winoker. Mr. Joskow serves as the Chairman of this Committee. The Audit Committee reviews with the independent public accountants the scope of their audit and management's financial stewardship for the current and prior years. This Committee also selects and recommends, subject to the Board of Directors' approval, the independent public accountants to be engaged for the coming year. The members of the Compensation Committee are Messrs. Kucharski, Sage, and Winoker. Mr. Sage serves as the Chairman of this Committee. The Compensation Committee is responsible for executive compensation, including the administration of certain of NEES'incentive compensation plans. The members of the Corporate Responsibility Committee are Mrs. Bok, Mr. McClure, Mr. Rowe, Ms. Wexler, and Mr. Wilson. Mr. Wilson serves as the Chairman of this Committee. The Corporate Responsibility Committee is responsible for reviewing compliance with laws and regulations, offering guidance in considering public policy issues, and helping to assure ethical conduct. The Chairman of the Executive Committee receives an annual retainer of $7,000. Other members of the Executive Committee, except Mr. Rowe, receive an annual retainer of $5,000. The Chairman of the Nominating Committee receives an annual retainer of $2,000. There is no retainer for the other members of the Nominating Committee. The Chairmen of the Audit, Compensation, and Corporate Responsibility Committees each receive an annual retainer of $6,000. Other members of these Committees, except Mr. Rowe, receive annual retainers of $4,000. All directors participating in a Committee meeting, except Mr. Rowe, receive a meeting fee of $850 plus expenses. Members of the Board of Directors, except Mr. Rowe, receive annually a retainer of $14,000 and 200 common shares of the Company (300 shares commencing May 1996), and a meeting fee of $850 plus expenses. NEES permits directors to defer all or a portion of any retainers and meeting fees under a deferred compensation plan. Under the plan, at retirement directors may elect to receive lump sum payments of all amounts deferred with interest, or either lifetime annuities or ten year annuities, depending upon the specific deferral arrangement. A special account is maintained on NEES' books showing the amounts deferred and the interest accrued thereon. This plan also provides certain death and disability benefits. Group life insurance of $72,000 is provided to each member of the Board of Directors. Director contributions to qualified charities are matched by NEES under a matching gift program. Pursuant to a director retirement plan, nonemployee directors who have served on the Board of NEES for 5 years or more will receive a retirement benefit upon the later of the director's retirement from the Board or age 60. The benefit level is 100% of the annual retainer for directors who served on the Board for 10 or more years and 75% of the annual retainer for directors who served between 5 and 10 years. There are no death benefits under the plan. The Board of Directors held 7 meetings in 1995. The Executive, Audit, Compensation, and Corporate Responsibility Committees held 3, 3, 6, and 4 meetings, respectively, in 1995. With the exception of Messrs. Kucharski, Soule, and Wilson, all directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of which they were members. Mass. Electric, Narragansett, and NEP 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 previously noted for Mrs. Bok. 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. Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) None. Payments are made to certain employees and other persons, who may act in the capacities enumerated in Item 7 for services rendered or materials purchased, but such payments are not contributions. (2) Year Ended December 31, 1995.
Accounts Charged, if any, per Books Purpose of Disbursing Name of Recipient or Beneficiary (A) Company Amount - ------------------------------- ------- ----------------- ------ Name of Company --------------- Mass. Electric -------------- Nashua River Watershed Council 930.20 $ 200.00 Connecticut River Watershed Council 930.20 $ 200.00 Massachusetts Electric & Gas Association 426.40 $ 90,287.00 Joyce & Joyce (B) 426.40 $ 40,000.00 Edison Electric Institute 426.40 $ 5,431.00 Merrimack River Watershed Council 426.10 $ 1,500.00 Massachusetts Taxpayers Foundation 426.10 $ 8,682.00 New England Legal Foundation 426.10 $ 5,400.00 National Conference of Christians & Jews 426.10 $ 1,500.00 The Northeast Corridor Initiative Inc. 426.10 $ 1,000.00 Pioneer Institute for Public Policy 426.10 $ 2,500.00 The Republican Governor's Assoc. 426.10 $ 2,000.00 NEP --- Gallagher Callahan and Gartrell (B) 426.40 $157,571.00 Massachusetts Taxpayers Foundation Inc. 426.40 $ 8,682.00 Joyce & Joyce (B) 426.40 $ 40,000.00 Edison Electric Institute 426.40 $ 2,432.00 American Enterprise Institute 426.10 $ 1,000.00 Resources for the Future 426.10 $ 5,000.00 The Alliance to Save Energy 426.10 $ 3,125.00 Save the Bay 426.10 $ 3,200.00 New England Legal Foundation 426.10 $ 2,400.00 The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00 City of Gloucester Reinventing Government 426.10 $ 5,000.00 Business for Social Responsibility 426.10 $ 1,250.00 Taunton River Watershed 426.10 $ 10,000.00 The New England Salmon Association 426.10 $ 4,280.00 Nashua River Watershed Association 426.10 $ 500.00 Society for the Protection of NH Forest 426.10 $ 430.00 Urban League of Rhode Island 426.10 $ 750.00 Council on Economic Priorities 426.10 $ 5,000.00 Coneg Policy Research Center Inc. 426.10 $ 2,500.00 New England Governors Conference Inc. 426.10 $ 2,500.00 The Republican Governors Association 426.10 $ 1,000.00 Narragansett ------------ M&P Strategic Communications (B) 426.40 $ 31,014.00 McGovern, Noel & Benik, Inc. (B) 426.40 $ 7,500.00 John G. Coffey, Esq. (B) 426.40 $ 40,000.00 Winsor Association Co. (B) 426.40 $ 22,000.00 Edison Electric Institute 426.40 $ 1,876.00 Save the Bay 426.10 $ 1,025.00 R.I. Public Expenditure Council 426.10 $ 11,774.00 National Conference of Christians & Jews 426.10 $ 3,300.00 New England Legal Foundation 426.10 $ 2,000.00 The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00 The Alliance to Save Energy 426.10 $ 2,250.00 Environmental Council of RI 426.10 $ 2,000.00 The Republican Governor's Assoc. 426.10 $ 1,500.00 Granite State ------------- Gallagher Callahan and Gartrell (B) 426.40 $ 16,158.00 Edison Electric Institute 426.40 $ 198.00 The Alliance to Save Energy 426.10 $ 250.00 New England Legal Foundation 426.10 $ 200.00 The Republican Governor's Assoc. 426.10 $ 500.00 NEES ---- Paul, Hastings, Janofsky & Walker (B) 426.40 $ 48,221.27 Massachusetts Business Roundtable 426.40 $ 700.00 Repeal PUHCA Now Coalition (B) 426.40 $ 3,500.00 - -------------------- (A) All such payments, unless otherwise noted, were subscriptions, dues, and/or contributions. (B) Payments for legislative services.
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I.
Serving Receiving Compensation Transaction Company Company (1995) - ----------- ------- --------- ------------ Fuel Purchase Contract (1) NEEI NEP $63,132,685 Phase I Terminal Facility Support Agreement (2) NEET NEP $ 2,001,291 Phase II Massachusetts Transmission NEHTEC NEP $ 8,552,453 Facilities Support Agreement (3) Phase II New Hampshire Transmission NEHTC NEP $ 6,423,046 Facilities Support Agreement (4) - -------------------- (1) Contract dated 7/26/79 as amended was in effect at 12/31/95. (2) Agreement dated 12/1/81 as amended was in effect at 12/31/95. (3) Agreement dated 6/1/85 as amended was in effect at 12/31/95. (4) Agreement dated 6/1/85 as amended was in effect at 12/31/95.
Part II. See Item 6, Part III. Part III. None. Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES None. Item 10. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements - -------------------- NEES Consolidating Financial Statements (Supplement A-1) and Financial Statements and Supporting Schedules of NEES and NEES subsidiaries consolidated contained in the NEES 1995 Form 10-K (Supplement A-2). Exhibits - -------- Unless otherwise indicated, the exhibits listed below are incorporated by reference to the appropriate exhibit numbers and the commission file numbers indicated in parenthesis. A. Annual Reports: 1. a. Connecticut Yankee Atomic Power Company 1995 Annual Report to Shareholders (Exhibit A.2.1 to Northeast Utilities' Form U-5-S, File No. 30-246). b. Connecticut Yankee Atomic Power Company 1995 FERC Form 1 (Exhibit A.2.2 to Northeast Utilities' Form U-5-S, File No. 30-246). 2. a. Maine Yankee Atomic Power Company 1995 Annual Report (filed herewith). b. Maine Yankee Atomic Power Company 1995 FERC Form 1 (filed herewith). 3. Massachusetts Electric Company, Form 10-K for the year ended December 31, 1995 (File No. 0-5464). 4. The Narragansett Electric Company, Form 10-K for the year ended December 31, 1995 (File No. 0-898). 5. New England Electric System, Form 10-K for the year ended December 31, 1995 (File No. 1-3446). 6. New England Power Company, Form 10-K for the year ended December 31, 1995 (File No. 0-1229). 7. a. Vermont Yankee Nuclear Power Corporation 1995 Annual Report to Stockholders (filed herewith). b. Vermont Yankee Nuclear Power Corporation 1995 FERC Form 1 (filed herewith). 8. a. Yankee Atomic Electric Company 1995 Annual Report to Stockholders (filed herewith). b. Yankee Atomic Electric Company 1995 FERC Form 1 (filed herewith). 9. New England Electric Transmission Corporation 1995 Annual Report (filed herewith). B. Corporate Documents: 1. Granite State Electric Company: a. Articles of Organization (Exhibit B-1a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B-1b to NEES 1983 Form U-5-S). 2. Massachusetts Electric Company: a. Articles of Organization (Exhibit B-2a to NEES 1983 Form U-5-S); Articles of Amendment dated 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 (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464). 3. The Narragansett Electric Company: a. Charter (Exhibit B-3a to NEES 1983 Form U-5-S); Amendment to Charter dated June 9, 1988 (Exhibit B-3.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898). c. Stockholders Votes re Preference Provisions as amended dated March 23, 1993 (Exhibit 4(c) to NEES 1993 Form 10-K, File No. 1-3446). 4. Narragansett Energy Resources Company: a. Articles of Incorporation (Exhibit B-4a to NEES 1987 Form U-5-S). b. By-laws (filed herewith). 5. New England Electric Resources, Inc.: a. Articles of Organization (Exhibit B-5a to NEES 1993 Form U-5-S). b. By-Laws (Exhibit B-5b to NEES 1993 Form U-5-S). 6. New England Electric System: a. Agreement and Declaration of Trust (Exhibit 3 to NEES 1994 Form 10-K, File No. 1-3446). 7. New England Electric Transmission Corporation: a. Restated Articles of Incorporation (Exhibit B-6a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B-6b to NEES 1983 Form U-5-S). 8. New England Energy Incorporated: a. Articles of Organization (Exhibit B-7a to NEES 1983 Form U-5-S); Articles of Amendment dated April 8, 1988 (Exhibit B.8.a. to NEES 1988 Form U-5-S). b. By-laws (filed herewith). 9. New England Hydro Finance Company, Inc. a. Articles of Organization (Exhibit B.9.a. to NEES 1988 Form U-5-S). b. By-laws (filed herewith). 10. New England Hydro-Transmission Corporation a. Articles of Incorporation (Exhibit B-8a to NEES 1986 Form U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit B.10.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.10.b. to NEES 1988 Form U-5-S). 11. New England Hydro-Transmission Electric Company a. Restated Articles of Organization dated January 13, 1989 (Exhibit B.11.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.11.b. to NEES 1988 Form U-5-S). 12. New England Power Company: a. Articles of Organization (Exhibit B-8a to NEES 1983 Form U-5-S); Articles of Amendment dated June 25, 1987 (Exhibit B.12.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit 3(b) to 1995 Form 10-K, File No. 0-1229). 13. New England Power Service Company: a. Articles of Organization (Exhibit B-9a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B.13.b to NEES 1988 Form 10-K, File No. 0-1229). C. Funded Debt: 1. Granite State Electric Company: Note Agreement with John Hancock dated March 15, 1985 (Exhibit A to Granite Certificate of Notification, File No. 70-6998). Note Agreement with Teachers Insurance dated as of February 1, 1987 (Exhibit A to Granite Certificate of Notification, File No. 70-7288). Note Agreement with Aid Association for Lutherans dated as of October 1, 1991 (Exhibit C-1 to NEES 1991 Form U-5-S). Note Agreement with First Colony Life Insurance Company dated as of November 1, 1993 (Exhibit C-1 to NEES 1993 Form U-5-S). Note Agreement with First Colony Life Insurance Company dated as of July 1, 1995 (Exhibit A to Granite Certificate of Notification, File No. 70-8625). 2. 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; Exhibit 4(b) to 1995 NEES Form 10-K, File No. 1-3446). 3. 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 C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-K, File No. 1-3446). 4. New England Electric Transmission Corporation: Note Agreement with PruCapital Management, Inc. et al. dated as of September 1, 1986; 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). 5. New England Energy Incorporated: Credit Agreement dated as of April 13, 1995 (Exhibit 10(e)(v) to 1995 NEES Form 10-K, File No. 1-3446). 6. New England Power Company: a. 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 1988 Form 10-K, File No. 0-1229; 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 C-6b to NEES 1991 Form U-5-S; Exhibit 4(c)(ii) to NEES 1992 Form 10-K, File No. 1-3446; Exhibit 4(d) to NEES 1993 Form 10-K, File No. 1-3446; Exhibit 4(d) to 1995 NEES Form 10-K, File No. 1-3446). b. Loan Agreement with Massachusetts Industrial Finance Agency dated as of March 15, 1980 and two supplements thereto (Exhibit C-8c to NEES 1983 Form U-5-S); Supplements dated as of October 1, 1992 and September 1, 1993 (Exhibit C-6b to NEES 1993 Form U-5-S). c. Loan Agreement with Business Finance Authority of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) dated as of November 15, 1983 (Exhibit C-8d to NEES 1983 Form U-5-S); First Supplement dated as of April 1, 1986 (Exhibit C-7d to NEES 1986 Form U-5-S); Second Supplement dated as of August 1, 1988 (Exhibit C.7.d. to NEES 1988 Form U-5-S); Third Supplement dated as of February 1, 1989; Fourth Supplement dated as of November 1, 1990 (Exhibit C-6d to NEES 1990 Form U-5-S); Fifth Supplement dated as of June 15, 1991 (Exhibit C-6d to NEES 1991 Form U-5-S); Sixth Supplement dated as of January 1, 1993 (Exhibit C-6d to NEES 1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993 and Eighth Supplement dated as of December 1, 1993 (Exhibit C-6c to NEES 1993 Form U-5-S); and Ninth Supplement dated as of February 1, 1995 (filed herewith). d. Loan Agreement with the Connecticut Development Authority dated as of October 15, 1985 (Exhibit C-8(h) to NEES 1985 Form U-5-S). 7. Narragansett Energy Resources Company: Note Agreements with Connecticut General Life Insurance Company, CIGNA Property and Casualty Insurance Company, Insurance Company of North America, and Life Insurance Company of North America, dated November 30, 1995 (Exhibit A to NERC Certificate of Notification, File No. 70-8671). D. New England Electric System and Subsidiary Companies, Federal and State Income Tax Allocation Agreement (Exhibit D to NEES 1994 Form U-5-S). E. 1. Schedule showing Money Pool investments for 1995 (filed herewith). 2. NEERI annual report on Modified Form U-13-60 (filed herewith). 3. Ocean State Power Financial Statements as of December 31, 1995 (filed herewith). 4. Ocean State Power II Financial Statements as of December 31, 1995 (filed herewith). 5. OSP Finance Company Financial Statements as of December 31, 1995 (filed herewith). 6. Financial Statements of the New England Electric System Companies Incentive Thrift Plan (Thrift Plan) (filed herewith). 7. Financial Statements of the New England Electric System Companies Incentive Thrift Plan II (Thrift Plan II) (filed herewith). 8. Financial Statements of the Yankee Atomic Electric Company Thrift Plan (filed herewith). F. Schedules (filed herewith). G. Financial Data Schedules (filed herewith). H. None. I. None. 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. SIGNATURE New England Electric System, a registered holding company, has duly caused this Annual Report, Form U-5-S, for the year ended December 31, 1995, Commission's File No. 30-33 to be signed on its behalf, by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By: Michael E. Jesanis, Treasurer Date: May 1, 1996 EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- Supplement NEES Consolidating Balance Sheet, Filed under A-1 Consolidating Income and Retained Earnings cover of Statements and Consolidating Statement of Form SE Changes in Financial Position for the year ended December 31, 1995 Supplement NEES Form 10-K for the year ended Filed under A-2 December 31, 1995 cover of Form SE A.1.a Connecticut Yankee Atomic Power Company Incorporated 1995 Annual Report to Shareholders by reference A.1.b Connecticut Yankee Atomic Power Company Incorporated 1995 FERC Form 1 by reference A.2.a Maine Yankee Atomic Power Company Filed under 1995 Annual Report cover of Form SE A.2.b Maine Yankee Atomic Power Company Filed under 1995 FERC Form 1 cover of Form SE A.3 Massachusetts Electric Company Incorporated Form 10-K for the year ended December 31, 1995 by reference A.4 The Narragansett Electric Company Incorporated Form 10-K for the year ended December 31, 1995 by reference A.5 New England Electric System Incorporated Form 10-K for the year ended December 31, 1995 by reference A.6 New England Power Company Incorporated Form 10-K for the year ended December 31, 1995 by reference A.7.a Vermont Yankee Nuclear Power Corporation Filed under 1995 Annual Report to Stockholders cover of Form SE A.7.b Vermont Yankee Nuclear Power Corporation Filed under 1995 FERC Form 1 cover of Form SE A.8.a Yankee Atomic Electric Company Filed under 1995 Annual Report to Stockholders cover of Form SE A.8.b Yankee Atomic Electric Company Filed under 1995 FERC Form 1 cover of Form SE A.9 New England Electric Transmission Filed under Corporation 1995 Annual Report cover of Form SE B.1.a Granite State Electric Company Incorporated Articles of Organization by reference B.1.b Granite State Electric Company Incorporated By-laws by reference B.2.a Massachusetts Electric Company Incorporated Amendment to Articles of Organization by reference EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- B.2.b Massachusetts Electric Company Incorporated By-laws by reference B.3.a The Narragansett Electric Company Incorporated Amendment to Charter by reference B.3.b The Narragansett Electric Company Incorporated By-laws by reference B.3.c The Narragansett Electric Company Incorporated Stockholders Votes re Preference Provisions by reference B.4.a Narragansett Energy Resources Company Incorporated Articles of Incorporation by reference B.4.b Narragansett Energy Resources Company Filed By-laws herewith B.5.a New England Electric Resources, Inc. Incorporated Articles of Organization by reference B.5.b New England Electric Resources, Inc. Incorporated By-laws by reference B.6.a New England Electric System Incorporated Agreement and Declaration of Trust by reference B.7.a New England Electric Transmission Corporation Incorporated Restated Articles of Incorporation by reference B.7.b New England Electric Transmission Corporation Incorporated By-laws by reference B.8.a New England Energy Incorporated Incorporated Amendment to Articles of Organization by reference B.8.b New England Energy Incorporated Filed By-laws herewith B.9.a New England Hydro Finance Company, Inc. Incorporated Articles of Organization by reference B.9.b New England Hydro Finance Company, Inc. Filed By-Laws herewith B.10.a New England Hydro-Transmission Corporation Incorporated Amendment to Articles of Incorporation by reference B.10.b New England Hydro-Transmission Corporation Incorporated By-laws by reference B.11.a New England Hydro-Transmission Electric Company Incorporated Restated Articles of Organization by reference B.11.b New England Hydro-Transmission Electric Company Incorporated By-laws by reference B.12.a New England Power Company Incorporated Amendment to Articles of Organization by reference B.12.b New England Power Company Incorporated By-laws by reference EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- B.13.a New England Power Service Company Incorporated Articles of Organization by reference B.13.b New England Power Service Company Incorporated By-laws by reference C.1 Granite State Electric Company Incorporated Note Agreement with John Hancock by reference Granite State Electric Company Incorporated Note Agreement with Teachers Insurance by reference Granite State Electric Company Incorporated Note Agreement with Aid Association for by reference Lutherans Granite State Electric Company Incorporated Note Agreement with First Colony Life by reference Insurance Company Granite State Electric Company Incorporated Note Agreement with First Colony Life by reference Insurance Company C.2 Massachusetts Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty-one supplements thereto C.3 The Narragansett Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty-two supplements thereto C.4 New England Electric Transmission Corporation Incorporated Note Agreement with PruCapital Management, Inc. by reference et al. C.5 New England Energy Incorporated Incorporated Credit Agreement dated as of April 13, 1995 by reference C.6.a New England Power Company General and Incorporated Refunding Mortgage Indenture and Deed of Trust by reference and twenty supplements thereto C.6.b New England Power Company Incorporated Loan Agreement with Massachusetts Industrial by reference Finance Agency and four supplements thereto C.6.c New England Power Company Incorporated Loan Agreement with Business Finance Authority by reference of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) and eight supplements thereto Ninth supplement dated as of February 1, 1995 Filed herewith C.6.d Loan Agreement with Connecticut Development Incorporated Authority by reference C.7 Narragansett Energy Resources Company Incorporated Note Agreements by reference D New England Electric System and Subsidiary Incorporated Companies, Federal and State Income Tax by reference Allocation Agreement E.1 Money Pool investments for 1995 Filed herewith EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- E.2 NEERI annual report on Modified Form U-13-60 Filed herewith E.3 Ocean State Power Financial Statements as of Filed under December 31, 1995 cover of Form SE E.4 Ocean State Power II Financial Statements Filed under as of December 31, 1995 cover of Form SE E.5 OSP Finance Company Financial Statements Filed under as of December 31, 1995 cover of Form SE E.6 New England Electric System Companies Filed under Incentive Thrift Plan Financial Statements cover of Form SE E.7 New England Electric System Companies Filed under Incentive Thrift Plan II Financial Statements cover of Form SE E.8 Yankee Atomic Electric Company Filed under Thrift Plan Financial Statements cover of Form SE F Schedules Filed under cover of Form SE G Financial Data Schedules Filed herewith EX-99 3 EXHIBIT B.4.B As amended 3/21/95 BY-LAWS OF NARRAGANSETT ENERGY RESOURCES COMPANY ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders shall be held at the office of the corporation in the Town of Westborough, Massachusetts, or at such other place in Massachusetts or Rhode Island as the president or a majority of the directors may designate, on the fourth Friday of March in each year, if it be not a legal holiday, and if it be a legal holiday, then on the next succeeding day not a legal holiday. Purposes for which the annual meeting is to be held additional to those prescribed by law, by the articles of incorporation and by these by-laws may be specified by the board of directors or by writing signed by the president or by a majority of the directors or by stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock. If such annual meeting is omitted on the day herein provided therefor, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting. Section 2. Special Meetings. Special meetings of the stockholders may be called to be held anywhere in Massachusetts or Rhode Island by the president or by a majority of the directors, and shall be called by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer of the corporation, upon written application of one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting. Section 3. Notice of Meetings. A written or printed notice of each meeting of stockholders, stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given by the secretary, at least ten days before such meeting to each stockholder entitled to vote thereat by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. In the absence or disability of the secretary, such notice may be given by the president or by a person designated either by the secretary or by the person or persons calling the meeting. Section 4. Quorum. At any meeting of the stockholders, a majority in interest of all stock issued and outstanding and entitled to vote upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question, but a less interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall, except where a larger vote is required by law, by the articles of incorporation or by these by-laws, decide any question brought before such meeting. Section 5. Proxies and Voting. Stockholders who are entitled to vote shall have one vote for each share of stock owned by them. Stockholders may vote either in person or by proxy in writing dated not more than eleven (11) months before the meeting named therein, which shall be filed with the secretary of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. ARTICLE II DIRECTORS Section 1. Powers. The board of directors shall have, and may exercise all the powers of the corporation, except such as are conferred upon the stockholders by law, by the articles of incorporation and by these by-laws. Section 2. Election. A board of not less than five directors shall be chosen by ballot at the annual meeting of the stockholders or at the special meeting held in place thereof. The number of directors for each corporate year shall be fixed by vote at the meeting at which they are elected but the board of directors or stockholders may, at any special meeting held for the purpose, increase or decrease (within the limit above specified) the number of directors as thus fixed, and elect or appoint new directors to complete the number so fixed. No director need be a stockholder. Subject to law, to the articles of incorporation and to the other provisions of these by-laws, each director shall hold office until the next annual meeting and until his successor is chosen and qualified. Section 3. Regular Meetings. Regular meetings of the board of directors may be held at such places and at such times as the board may by vote from time to time determine, and if so determined, no notice thereof need be given. A regular meeting of the board of directors may be held without notice immediately after, and at the same place as the annual meeting of the stockholders, or the special meeting of the stockholders held in place of such annual meeting. Section 4. Special Meetings. Special meetings of the board of directors may be held at any time and at any place when called by the president, treasurer, or two or more directors, reasonable notice thereof being given to each director, or at any time without call or formal notice, provided all the directors are present or waive notice thereof by a writing which is filed with the records of the meeting. In any case it shall be deemed sufficient notice to a director to send notice by mail or telegram at least forty-eight hours before the meeting addressed to him at his usual or last known business or residence address. Section 5. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members in attendance thereat shall decide any question brought before such meeting. Section 6. Committees. Standing or temporary committees may be appointed from its own number by the board of directors from time to time, with such duties and powers as may be prescribed by vote of the board of directors. ARTICLE III OFFICERS AND AGENTS Section 1. Election and Appointment. The officers shall be a president, a secretary, a treasurer and such other officers and agents as the board of directors may in their discretion elect or appoint. The board of directors at its first meeting and thereafter at its first meeting after the annual election of the board of directors, or at a special meeting called for the purpose, shall elect a president, treasurer, secretary, and such other officers as it may deem best. So far as is permitted by law, any two or more offices may be filled by the same person. Subject to law, and to the other provisions of these by-laws, the officers and agents shall hold office during the pleasure of the board of directors or for such term as the board of directors shall prescribe. Each officer shall, subject to these by-laws, have in addition to the duties and powers herein set forth such duties and powers as are commonly incident to his office, and such duties and powers as the board of directors shall from time to time designate. Section 2. President and Vice Presidents. The president shall be the chief executive officer of the corporation. Except as otherwise determined by the board of directors he shall preside at all meetings of the stockholders and of the board of directors at which he is present. The president shall have custody of the treasurer's bond. Any vice presidents shall have such powers as the board of directors shall from time to time designate. Section 3. Secretary. The secretary shall keep an accurate record of the proceedings of all meetings of the stockholders and board of directors in books provided for the purpose, which books shall be kept at the principal office of the corporation and shall be open at all reasonable times to the inspection of any stockholder. In the absence of the secretary at any meeting of the stockholders or of the board of directors, the proceedings of such meeting shall be recorded by an assistant secretary, or if there be none or he is absent, by a temporary secretary chosen at the meeting. The secretary and any such assistant or temporary secretary shall be sworn. Section 4. Treasurer. The treasurer shall, subject to the direction and under the supervision of the board of directors, have general charge of the financial concerns of the corporation and the care and custody of the funds and valuable papers of the corporation, except his own bond, and he shall have power to endorse for deposit or collection all notes, checks, drafts and other obligations payable to the corporation or its order, and to accept drafts on behalf of the corporation. He shall keep, or cause to be kept accurate books of account, which shall be the property of the corporation. If required by the board of directors he shall give bond for the faithful performance of his duty in such form, in such sum, and with such sureties as the board of directors shall require. Section 5. Removals. The board of directors may, by vote of a majority of their entire number, remove from office any officer or agent of the corporation. Section 6. Vacancies. If the office of any director or of any officer or agent, one or more, becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the directors or the remaining directors, though less than a quorum, may choose by a majority vote of their entire number, a successor or successors, who shall hold office for the unexpired term, subject to the provisions of Section 5 of this Article III. ARTICLE IV CAPITAL STOCK Section 1. Certificates. Each stockholder shall be entitled to a certificate of the capital stock of the corporation owned by him, in such form as shall in conformity to law, be prescribed from time to time by the board of directors. Such certificate shall be signed by the president or a vice president and by the treasurer or an assistant treasurer, and shall bear the seal of the corporation. Section 2. Transfer Books. The treasurer or such agent or agents as may be employed by the treasurer with the approval of the board of directors shall keep the stock and transfer books of the corporation, and a record of all certificates of stock issued and of all transfers of stock, and a register of all the stockholders, their addresses, and the number of shares held by each, in books provided for that purpose. The board of directors may fix in advance a time, not more than thirty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the board of directors may for any of such purposes close the transfer books for all or any part of such thirty-day period. Section 3. Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign, or transfer the same or the shares represented thereby, properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments, if any, as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the corporation of his post office address. Section 4. Loss of Certificates. In case of the alleged loss or destruction, or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such reasonable terms as the board of directors may prescribe. ARTICLE V INDEMNIFICATION Section 1. General. The corporation shall indemnify each of its directors and officers against any loss, liability or expense, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, imposed upon or reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, including but not limited to derivative suits (to the extent permitted by law), in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been a director or officer, except with respect to any matter as to which he shall have been adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or, to the extent that such matter relates to service with respect to any employee benefit plan, as in the best interests of the participants or beneficiaries of such plan. As to any matter disposed of by a compromise payment by a director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, if no change in control has occurred (a) by a disinterested majority of the directors then in office, (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or (c) by the vote, at a meeting duly called and held, of the holders of a majority of the shares outstanding and entitled to vote thereon, exclusive of any shares owned by any interested director or officer or, if a change in control shall have occurred, by an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation. Section 2. Expenses. Expenses incurred with respect to the defense or disposition of any action, suit or proceeding heretofore referred to in this Article shall be advanced by the corporation prior to the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification, which undertaking shall be accepted without reference to the financial ability of the recipient to make such repayment. If in an action, suit or proceeding brought by or in right of the corporation, a director is held not liable, he shall be deemed to have been entitled to indemnification for expenses incurred in defense of said action, suit or proceeding. Section 3. Definitions. As used in this Article: (i) The term "officer" includes (a) persons who serve at the request of the corporation as directors, officers, or trustees of another organization and (b) employees of the corporation and its affiliates who serve in any capacity with respect to benefit plans for the corporation's employees. (ii) An "interested" director or officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. (iii) A "change in control" occurs when: (a) any individual, corporation, association, partnership, jointventure, trust or other entity or association thereof acting in concert (excluding any employee benefit plan, dividend reinvestment plan or similar plan of the corporation, or any trustee thereof acting in such capacity) acquires more than 20% of the corporation's outstanding stock having general voting rights or more than 20% of the common shares of any entity owning more than 50% of the corporation's outstanding stock having general voting rights, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of such outstanding stock or shares to acquire stock or 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; or (b) continuing directors cease to constitute a majority of the board. (iv) The term "continuing director" shall mean any director of the corporation who (a) was a member of the board of directors of the corporation on the later of August 5, 1987, or the date the director or officer seeking indemnification first became such, or (b) was recommended for his initial term of office by a majority of continuing directors in office at the time of such recommendation. Section 4. Rights not Exclusive. Nothing contained in this Article shall (i) limit the power of the corporation to indemnify employees and agents of the corporation or its subsidiaries other than directors and officers on any terms it deems appropriate not prohibited by law, (ii) limit the power of the corporation to indemnify directors and officers for expenses incurred in suits, actions, or other proceedings initiated by such director or officer or (iii) affect any rights to indemnification to which corporation personnel other than directors and officers may be entitled by contract or otherwise. The rights provided in this Article shall not be exclusive of or affect any other right to which any director or officer may be entitled and such rights shall inure to the benefit of its or his successors, heirs, executors, administrators and other legal representatives. Such other rights shall include all powers, immunities and rights of reimbursement allowable under the laws of the State of Rhode Island. ARTICLE VI SEAL The seal of the corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the words "Narragansett Energy Resources Company" and "1987 - Rhode Island" cut or engraved thereon. ARTICLE VII EXECUTION OF PAPERS Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted, endorsed or released by the corporation, shall be signed by any officer of the corporation. ARTICLE VIII FISCAL YEAR Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall be the calendar year. ARTICLE IX AMENDMENTS These by-laws may be amended at any meeting of the board of directors and may be amended, altered or repealed at any meeting of the stockholders (or, prior to the issue of the initial capital stock, at any meeting of the incorporators), provided notice of the proposed amendment, alteration or repeal is given in the notice of said meeting. EX-99 4 EXHIBIT B.8.B As amended March 21, 1995 B Y - L A W S of NEW ENGLAND ENERGY INCORPORATED Section 1. Articles of Organization ----------------------------------- The name and purposes of the corporation shall be as set forth in the articles of organization. These by-laws, the power of the corporation and of its directors and stockholders, or of any class of stockholders if there shall be more than one class of stock, and all matters concerning the conduct and regulation of the business and affairs of the corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the articles of organizations as from time to time in effect. Section 2. Stockholders ----------------------- 2.1. Annual Meeting. The annual meeting of the stockholders shall be held at two o'clock in the afternoon on the fourth Friday of March in each year, unless a different hour is fixed by the president or the directors. If that day be a legal holiday at the place where the meeting is to be held, the meeting shall be held on the next succeeding day not a legal holiday at such place. Purposes for which an annual meeting is to be held, additional to those prescribed by law, by the articles of organization or by these by-laws, may be specified by the president or by the directors. 2.2. Special Meeting in Place of Annual Meeting. If no annual meeting has been held in accordance with the foregoing provisions, a special meeting of the stockholders may be held in place thereof, and any action taken at such special meeting shall have the same force and effect as if taken at the annual meeting, and in such case all references in these by-laws to the annual meeting of the stockholders shall be deemed to refer to such special meeting. Any such special meeting shall be called as provided in Section 2.3. 2.3. Special Meetings. A special meeting of the stockholders may be called at any time by the president or by the directors, and shall be called by the clerk or, in case of the death, absence, incapacity or refusal of the clerk, by any other officer of the corporation, upon written application of three or more stockholders who are entitled to vote and who hold at least one-tenth part interest of the capital stock entitled to vote at the meeting. Each call of a meeting shall state the place, date, hour and purposes of the meeting. 2.4. Place of Meetings. All meetings of the stockholders shall be held at the principal office of the corporation in Massachusetts or, to the extent permitted by the articles of organization, at such other place within the United States as shall be fixed by the president or the directors. Any adjourned session of any meeting of the stockholders shall be held at the same city or town as the initial session, or within Massachusetts, in either case at the place designated in the vote of adjournment. 2.5. Notice of Meetings. A written notice of each meeting of stockholders, stating the place, date and hour and the purposes of the meeting, shall be given at least seven days before the meeting to each stockholder entitled to vote thereat and to to each stockholder who, by law, by the articles of organization or by these by-laws, is entitle to notice, by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the clerk or an assistant clerk or by an officer designated by the directors. No notice of any meeting of stockholders need be given to a stockholder if a written waiver of notice, executed before or after the meeting by such stockholder or his attorney thereunto duly authorized, is filed with the records of the meeting. 2.6. Quorum of Stockholders. At any meeting of the stockholders, a quorum shall consist of a majority in interest of all stock issued and outstanding and entitled to vote at the meeting; except that if two or more classes or series of stock are entitled to vote as separate classes or series, then in the case of each such class or series a quorum shall consist of a majority in interest of all stock of that class or series issued and outstanding; and except when a larger quorum is required by law, by the articles of organization or by these by-laws. Stock owned directly or indirectly by the corporation, of any, shall not be deemed outstanding for this purpose. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned with without further notice. 2.7. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the articles of organization or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. 2.8. Voting. Stockholders entitled to vote shall have one vote for each share of stock entitled to vote held by them of record according to the records of the corporation, unless otherwise provided by the articles of organization. The corporation shall not, directly or indirectly, vote any share of its own stock. 2.9. Action by Writing. Any action to be taken by stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action by a writing filed with the records of the meetings of stockholders. Such consent shall be treated for all purposes as a vote at a meeting. 2.10. Proxies. Stockholders entitled to vote may vote either in person or by proxy in writing dated not more than six months before the meeting named therin, which proxies shall be filed with the clerk or other person responsible to record the proceedings of the meeting before being voted. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. Section 3. Board of Directors ------------------------------ 3.1. Number. A board of not less than three directors shall be elected at the annual meeting of the stockholders, by such stockholders as have the right to vote at such election. The number of directors may be increased at any time or from time to time either by the stockholders or by the directors by vote of a majority of the directors then in office. The number of directors may be decreased at any time or from time to time either by the stockholders or by the directors by a vote of a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. No director need be a stockholder. 3.2. Tenure. Except as otherwise provided by law, by the articles of organization or by these by-laws, the directors shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, or until a director sooner dies, resigns, is removed or becomes disqualified. 3.3. Powers. Except as reserved to the stockholders by law, by the articles of organization or by these by-laws, the business of the corporation shall be managed by the directors who shall have and may exercise all the powers of the corporation. In particular, and without limiting the generality of the foregoing, the directors may at any time issue all or from time to time any part of the unissued capital stock of the corporation from time to time authorized under the articles of organization, and may determine, subject to any requirements of law, the consideration for which stock is to be issued and the manner of allocating such consideration between capital and surplus. 3.4. Committees. The directors may, by vote of a majority of the directors then in office, elect from their number an executive committee and other committees and may by vote delegate to any such committee or committees some or all of the powers of the directors except those which by law, by the articles of organization or by these by-laws they are prohibited from delegating. Except as the directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the directors or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the directors. 3.5. Regular Meetings. Regular meetings of the directors may be held without call or notice at such places and at such times as the directors may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of the stockholders. 3.6. Special Meetings. Special meetings of the directors may be held at any time and at any place designated in the call of the meeting, when called by the president or the treasurer or by two or more directors, reasonable notice thereof being given to each director by the clerk or an assistant clerk or by the officer or one of the directors calling the meeting. 3.7. Notice. It shall be sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 3.8. Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. 3.9. Action by Vote. When a quorum is present at any meeting, a majority of the directors present may take any action, except when a larger vote is required by law, by the articles of organization or by these by-laws. 3.10. Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if a written consent thereto is signed by all the directors and such written consent is filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting. Section 4. Officers and Agents -------------------------------- 4.1. Enumeration: Qualification. The officers of the corporation shall be a president, a treasurer, a clerk, and such other officers, if any, as the incorporators at their initial meeting, or the directors from time to time, may in their discretion elect or appoint. The corporation may also have such agents, if any, as the incorporators at their initial meeting, or the directors from time to time, may in their discretion appoint. Any officer may be but none need be a director or stockholder. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent appointed for the purpose of service of process. Any two or more offices may be held by the same person. Any officer may be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine. 4.2. Powers. Subject to law, to the articles or organization and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such duties and powers as the directors may from time to time designate. 4.3. Election. The treasurer and clerk shall be chosen by ballot at the annual meeting of the stockholders. The president shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders. Other officers, if any, may be elected or appointed by the board of directors at said meeting or at any other time. 4.4. Tenure. Except as otherwise provided by law or by the articles of organization or by these by-laws, the treasurer and clerk shall each hold office until the next annual meeting of stockholders and until his successor is chosen and qualified, the president shall hold office until the first meeting of directors after the next annual meeting of stockholders and until his successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the stockholders unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors. 4.5. President and Vice President. Except as otherwise determined by the board of directors, the president shall be the chief executive office of the corporation and shall preside at all meetings of the stockholders and of the board of directors at which he is present. The president shall have custody of the treasurer's bond. Any vice president shall have such duties and powers as shall be designated from time to time by the directors. 4.6. Treasurer and Assistant Treasurers. The treasurer shall be the chief financial and accounting officer of the corporation and shall be in charge of its funds and valuable papers, books of account and accounting records, and shall have such other duties and powers as my be designated from time to time by the directors or by the president. Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the directors. 4.7. Clerk and Assistant Clerks. The clerk shall record all proceedings of the stockholders in a book or series of books to be kept therefor, which book or books shall be kept at the principal office of the corporation or at the office of its transfer agent or of its clerk and shall be open at all reasonable times to the inspection of any stockholder. In the absence of the clerk from any meeting of stockholders, an assistant clerk, or if there be none or he is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof in the aforesaid book. Unless a transfer agent has been appointed the clerk shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the amount of stock held by each. If no secretary is elected, the clerk shall keep a true record of the proceedings of all meetings of the directors and in his absence from any such meeting an assistant clerk, or if there be none or he is absent, a temporary clerk chosen at the meeting, shall record the proceedings thereof. Any assistant clerk shall have such duties and powers as shall be designated from time to time by the directors. 4.8. Secretary and Assistant Secretaries. If a secretary is elected, he shall keep a true record of the proceedings of all meetings of the directors and in his absence from any such meeting an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the directors. Section 5. Resignations and Removals ------------------------------------ Any director or officer may resign at any time by delivering his resignation in writing to the president, the treasurer or the clerk or to a meeting of the directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time. A director, (including persons elected by directors to fill vacancies in the board), and any officer elected by incorporators or stockholders may be removed from office (a) with or without cause by the vote of the holders of a majority of the shares issued and outstanding and entitled to vote in the election of directors, provided that the directors of a class elected by a particular class of stockholders may be removed only by the vote of the holders of a majority of the shares of such class, or (b) for cause by vote of a majority of the directors then in office. The directors may remove any officer elected by them with or without cause by the vote of a majority of the directors then in office. A director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him. No director or officer resigning and (except where a right to receive compensation shall be expressly provided in a duly authorized written agreement with the corporation) no director or officer removed, shall have any right to any compensation as such director of officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise; unless in the case of a resignation, the directors, or in the case of a removal, the body acting on the removal, shall in their or its discretion provide for compensation. Section 6. Vacancies -------------------- Any vacancy in the board of directors including a vacancy resulting from the enlargement of the board and any vacancy in the office of Treasurer or Clerk may be filed by the stockholders, or, in the absence of stockholder action, by the directors by vote of a majority of the directors then in office. If the office of the president becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, the directors may elect or appoint a successor, by vote of a majority of the directors present. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the clerk, until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number. Section 7. Capital Stock ------------------------ 7.1. Number and Par Value. The total number of shares and the par value, if any, of each class of stock which the corporation is authorized to issue shall be as stated in the articles of organization. 7.2. Fractional Shares. The corporation shall not issue fractional shares of stock, but may issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon surrender of such scrip aggregating a full share, the terms and conditions and manner of issue of such script to be fixed by the directors. 7.3. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, be prescribed from time to time by the directors. Such certificate shall be signed by the president or a vice president and by the treasurer or an assistant treasurer, and shall bear the seal of the corporation. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or by a registrar, other than a director, officer or employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the time of its issue. 7.4. Loss of Certificates. In the case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such reasonable terms as the directors may prescribe. Section 8. Transfer of Shares of Stock --------------------------------------- 8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificates, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the directors or the transfer agent of the corporation may reasonably require. Except as may otherwise required by law, by the articles of organization or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these by-laws. It shall be the duty of each stockholder to notify the corporation of his post office address. 8.2. Record Date and Closing Transfer Books. The directors may fix in advance a time, which shall not be more than sixty days before the date of any meeting of stockholders or the date for the payment of any dividend or making of any distribution to stockers or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date the directors may for any of such purpose close the transfer books for all or any part of such period. Section 9. Indemnification of Directors and Officers ----------------------------------------------------- No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except with respect to any matter as to which such liability shall have been imposed (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two of chapter one hundred and fifty-six B of the General Laws of Massachusetts, or (iv) for any transaction from which the director derived an improper personal benefit. The corporation shall indemnify each of its directors and officers against any loss, liability or expense, including amounts paid in satisfaction of judgements, in compromise or as fines and penalties, and counsel fees, imposed upon or reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, including but not limited to derivative suits (to the extent permitted by law), in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been a director or officer, except with respect to any matter as to which he shall have been adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or, to the extent that such matter relates to service with respect to any employee benefit plan, as in the best interests of the participants or beneficiaries of such plan. As to any matter disposed of by a compromise payment by a director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, if no change in control has occurred (a) by a disinterested majority of the directors then in office, (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or (c) by the vote, at a meeting duly called and held, of the holders of a majority of the shares outstanding and entitled to vote theron, exclusive of any shares owned by any interested director or officer or, if a change in control shall have occurred, by an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation. Expenses incurred with respect to the defense or disposition of any action, suit or proceeding heretofore referred to in this Section shall be advanced by the corporation prior to the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification, which undertaking shall be accepted without reference to the financial ability of the recipient to make such repayment. If in an action, suit or proceeding brought by or in right of the corporation, a director is held not liable, whether because relieved of liability under the first paragraph of this Section or otherwise, he shall be deemed to have been entitled to indemnification for expenses incurred in defense of said action, suit or proceeding. As used in this Section: (i) The term "officer" includes (a) persons who serve at the request of the corporation as directors, officers, or trustees of another organization and (b) employees of the corporation and its affiliates who serve in any capacity with respect to benefit plans for the corporation's employees. (ii) An "interested" director or officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. (iii) A "change in control" occurs when: (a) any individual, corporation, association, partnership, joint venture, trust or other entity or association thereof acting in concert (excluding any employee benefit plan, dividend reinvestment plan or similar plan of the corporation, or any trustee thereof acting in such capacity) acquires more than 20% of the corporation's outstanding stock having general voting rights or more than 20% of the common shares of any entity owning more than 50% of the corporation's outstanding stock having general voting rights, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of such outstanding stock or shares to acquire stock or 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; or (b) continuing directors cease to constitute a majority of the board. (iv) The term "continuing director" shall mean any director of the corporation who (a) was a member of the board of directors of the corporation on the later of April 1, 1988, or the date the director or officer seeking indemnification first became such, or (b) was recommended for his initial term of office by a majority of continuing directors in office at the time of such recommendation. Nothing contained in this Section shall (i) limit the power of the corporation to indemnify employees and agents of the corporation or its subsidiaries other than directors and officers on any terms it deems appropriate not prohibited by law, (ii) limit the power of the corporation to indemnify directors and officers for expenses incurred in suits, actions, or other proceedings initiated by such director or officer or (iii) affect any rights to indemnification to which corporation personnel other than directors and officers may be entitled by contract or otherwise. The rights provided in this Section shall not be exclusive of or affect any other right to which any director or officer may be entitled and such rights shall inure to the benefit of its or his successors, heirs, executors, administrators and other legal representatives. Such other rights shall include all powers, immunities and rights of reimbursement allowable under the laws of the Commonwealth of Massachusetts. The provisions of this Section shall not apply with respect to any act or omission occurring prior to April 1, 1988. No amendment to or repeal of this Section shall apply to or have any effect upon the liability, exoneration or indemnification of any director or officer for or with respect to any acts or omissions of the director or officer occurring prior to such amendment or repeal. Section 10. Corporate Seal --------------------------- The seal of the corporation shall, subject to alteration by the directors, consist of a flat-faced circular die with the word "Massachusetts", together with the name of the corporation and the year of its organization, cut or engraved theron. Section 11. Execution of Papers -------------------------------- Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president or by one on the vice presidents or by the treasurer. Section 12. Fiscal Year ------------------------ Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on the last day of December. Section 13. Amendments ----------------------- These by-laws may be altered, amended or repealed at any annual or special meeting of the stockholders called for the purpose, of which the notice shall specify the subject matter of the proposed alteration, amendment or repeal of the articles to be affected thereby, by vote of the stockholders, or if there shall be two or more classes or series of stock entitled to vote on the question, by vote of each such class or series. These by-laws may also be altered, amended or repealed by vote of the majority of the directors then in office, except that the directors shall not take any action which (a) alters or abolishes any preferential right of stock having preferences; (b) creates, alters or abolishes any right in respect of redemption of stock; (c) alters or abolishes any preemptive right in respect of stock; (d) creates or alters any restriction on transfer applicable to stock; (e) excludes or limits the right of a stockholder to vote on a matter; or (f) provides for indemnification of directors or affects the powers of directors or officers to contract with the corporation. Any by-law so altered, amended or repealed by the directors may be further altered or amended or reinstated by the stockholders in the above manner. EX-99 5 EXHIBIT B.9.B As Amended 3/21/95 B Y - L A W S OF NEW ENGLAND HYDRO FINANCE COMPANY, INC. ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of stockholders shall be held at the office of the corporation in the Town of Westborough, Massachusetts, or at such other place in Massachusetts as the president or a majority of the directors may designate, on the fourth Friday of March in each year, if it be not a legal holiday, and if it be a legal holiday, then on the next succeeding day not a legal holiday. Purposes for which the annual meeting is to be held additional to those prescribed by law, by the articles or organization and by these by-laws may be specified by the board of directors or by writing signed by the president or by a majority of the directors or by three or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock. If such annual meeting is omitted on the day herein provided therefor, a special meeting may be held in place thereof, and any business transacted or elections held at such meeting shall have the same effect as if transacted or held at the annual meeting. Section 2. Special Meetings. Special meetings of the stockholders may be called to be held anywhere in Massachusetts by the president or by a majority of the directors, and shall be called by the clerk or, in case of the death, absence, incapacity or refusal of the clerk, by any other officer of the corporation, upon written application of one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock entitled to vote at the meeting, stating the time, place and purpose of the meeting. Section 3. Notice of Meetings. A written or printed notice of each meeting of stockholders, stating the place, day and hour thereof and the purposes for which the meeting is called, shall be given by the clerk, at least seven days before such meeting, to each stockholder entitled to vote thereat by leaving such notice with him or at his residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. In the absence or disability of the clerk, such notice may be given by a person designated either by the clerk or by the person or persons calling the meeting or by the board of directors. No notice of the time, place or purpose of any regular or special meeting of the stockholders shall be required if every stockholder entitled to notice thereof is present in person or is represented at the meeting by proxy; or if every such stockholder, or his attorney thereunto authorized, by a writing, executed before or after the meeting, and filed with the records of the meeting, waives such notice. Section 4. Quorum. At any meeting of the stockholders, a majority in interest of all stock issued and outstanding and entitled to vote upon a question to be considered at the meeting shall constitute a quorum for the consideration of such question, but a less interest may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the stock represented thereat and entitled to vote shall, except where a larger vote is required by law, by the agreement of association or by these by-laws, decide any question brought before such meeting. Section 5. Proxies and Voting. Stockholders who are entitled to vote shall have one vote for each share of stock owned by them. Stockholders may vote either in person or by proxy in writing dated not more than six (6) months before the meeting named therein, which shall be filed with the clerk of the meeting before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting but shall not be valid after the final adjournment of such meeting. ARTICLE II DIRECTORS Section 1. Powers. The board of directors shall have, and may exercise all the powers of the corporation, except such as are conferred upon the stockholders by law, by the articles of organization, and by these by-laws. Section 2. Election. A board of not less than three directors shall be chosen by ballot at the annual meeting of the stockholders or at the special meeting held in place thereof. The number of directors for each corporate year shall be fixed by vote at the meeting at which they are elected but the stockholders may, at any special meeting held for the purpose during any such year, increase or decrease (within the limit above specified) the number of directors as thus fixed, and elect new directors to complete the number so fixed, or remove directors to reduce the number of directors to the number so fixed. No director need be a stockholder. Subject to law, to the articles or organization and to the other provisions of these by-laws, each director shall hold office until the next annual meeting and until his successor is chosen and qualified. Section 3. Regular Meetings. Regular meetings of the board of directors may be held at such places and at such times as the board may by vote from time to time determine, and if so determined, no notice thereof need be given. A regular meeting of the board of directors may be held without notice immediately after, and at the same place as the annual meeting of the stockholders, or the special meeting of the stockholders held in place of such annual meeting. Section 4. Special Meetings. Special meetings of the board of directors may be held at any time and at any place when called by the president, treasurer, or two or more directors, reasonable notice thereof being given to each director, or at any time without call or formal notice, provided all the directors are present or waive notice thereof by a writing which is filed with the records of the meeting. In any case it shall be deemed sufficient notice to a director to send notice by mail or telegram at least forty-eight hours before the meeting addressed to him at his usual or last known business or residence address. Section 5. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members in attendance thereat shall decide any question brought before such meeting. Section 6. Committees. Standing or temporary committees may be appointed from its own number by the board of directors from time to time, with such duties and powers as may be prescribed by vote of the board of directors. ARTICLE III OFFICERS AND AGENTS Section 1. Election and Appointment. The officers shall be a president, a clerk, a treasurer and such other officers and agents as the board of directors may in their discretion appoint. The treasurer and the clerk shall be chosen by ballot at the annual meeting of the stockholders. The president shall be elected annually by the board of directors after its election by the stockholders. The president shall be a director. The clerk shall be a resident of Massachusetts. So far as is permitted by law, any two or more offices may be filled by the same person. Subject to law, and to the other provisions of these by-laws, the treasurer and clerk shall each hold office until the next annual meeting of stockholders and until his successor is chosen and qualified; the president shall hold office until the first meeting of directors after the next annual meeting of stockholders and until his successor is chosen and qualified; and the other officers and agents shall hold office during the pleasure of the board of directors or for such term as the board of directors shall prescribe. Each officer shall, subject to these by-laws, have in addition to the duties and powers herein set forth such duties and powers as are commonly incident to his office, and such duties and powers as the board of directors shall from time to time designate. Section 2. President and Vice President. Except as otherwise determined by the board of directors, the president shall be the chief executive officer of the corporation. Except as otherwise determined by the board of directors, he shall preside at all meetings of the stockholders and of the board of directors at which he is present. The president shall have custody of the treasurer's bond. Any vice presidents shall have such powers as the board of directors shall from time to time designate. Section 3. Clerk. The clerk shall keep an accurate record of the proceedings of all meetings of the stockholders in books provided for the purpose, which books shall be kept at the principal office of the corporation and shall be open at all reasonable times to the inspection of any stockholder. If no secretary is appointed, the clerk shall also keep an accurate record of the proceedings of all meetings of the board of directors. In the absence of the clerk at any meeting of the stockholders, or of the board of directors if no secretary is appointed, the proceedings of such meeting shall be recorded by an assistant clerk, or if there be none or he is absent, by a temporary clerk chosen at the meeting. The clerk and any such assistant or temporary clerk shall be sworn. Section 4. Secretary. If a secretary is appointed, he shall keep accurate minutes of all meetings of the board of directors, and in his absence from any such meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary, chosen at the meeting, shall record the proceedings thereof. Section 5. Treasurer. The treasurer shall, subject to the direction and under the supervision of the board of directors, have general charge of the financial concerns of the corporation and the care and custody of the funds and valuable papers of the corporation, except his own bond, and he shall have power to endorse for deposit or collection all notes, checks, drafts and other obligations payable to the corporation or its order, and to accept drafts on behalf of the corporation. He shall keep, or cause to be kept accurate books of account, which shall be the property of the corporation. If required by the board of directors he shall give bond for the faithful performance of his duty in such form, in such sum, and with such sureties as the board of directors shall require. Section 6. Removals. The stockholders may, at any special meeting called for the purpose, by vote of a majority of the capital stock issued and outstanding and entitled to vote, remove from office the treasurer, clerk or any director, and elect his successor. The board of directors may likewise, by vote of a majority of their entire number, as fixed by the stockholders, remove from office any officer or agent of the corporation; provided, however, that the board of directors may remove the treasurer or clerk for cause only. Section 7. Vacancies. If the office of any director or of any officer or agent, one or more, becomes vacant by reason of death, resignation, removal, disqualification or otherwise, the directors or the remaining directors, though less than a quorum, may unless such vacancy, if in the office of the treasurer, clerk or director, shall have been filled by the stockholders, choose by a majority vote of their entire number, a successor or successors, who shall hold office for the unexpired term, subject to the provisions of Section 6 of this Article. The stockholders may at any time fill any and all vacancies arising in the office of directors, treasurer or clerk. ARTICLE IV CAPITAL STOCK Section 1. Certificates. Each stockholder shall be entitled to a certificate of the capital stock of the corporation owned by him, in such form as shall in conformity to law, be prescribed from time to time by the board of directors. Such certificate shall be signed by the president or a vice president and by the treasurer or an assistant treasurer, and shall bear the seal of the corporation. Section 2. Transfer Books. The treasurer or such agent or agents as may be employed by the treasurer with the approval of the board of directors shall keep the stock and transfer books of the corporation and a record of all certificates of stock issued and of all transfers of stock, and a register of all the stockholders, their addresses, and the number of shares held by each, in books provided for that purpose. The board of directors may fix in advance a time, nor more than thirty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the corporation after the record date; or without fixing such record date, the board of directors may for any of such purposes close the transfer books for all or any part of such thirty-day period. Section 3. Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign, or transfer the same or the shares represented thereby, properly executed; but the person registered on the books of the corporation as the owner of shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments, if any, as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the corporation of his post office address. Section 4. Loss of Certificates. In case of the alleged loss or destruction, or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such reasonable terms as the board of directors may prescribe. ARTICLE V INDEMNIFICATION No director of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability, except with respect to any matter as to which such liability shall have been imposed (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under section sixty-one or sixty-two of chapter one hundred and fifty-six B of the General Laws of Massachusetts, or (iv) for any transaction from which the director derived an improper personal benefit. The corporation shall indemnify each of its directors and officers against any loss, liability or expense, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, imposed upon or reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, including but not limited to derivative suits (to the extent permitted by law), in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been a director or officer, except with respect to any matter as to which he shall have been adjudicated in such action, suit or proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or, to the extent that such matter relates to service with respect to any employee benefit plan, as in the best interests of the participants or beneficiaries of such plan. As to any matter disposed of by a compromise payment by a director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the corporation, after notice that it involves such indemnification, if no change in control has occurred (a) by a disinterested majority of the directors then in office, (b) by a majority of the disinterested directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation, or (c) by the vote, at a meeting duly called and held, of the holders of a majority of the shares outstanding and entitled to vote thereon, exclusive of any shares owned by any interested director or officer or, if a change in control shall have occurred, by an opinion in writing of independent legal counsel to the effect that such director or officer appears to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation. In discharging his duties any such director or officer, when acting in good faith, shall be fully protected in relying upon the books of account of the corporation or of another organization in which he serves as contemplated by this Article, reports made to the corporation or to such other organization by any of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the board of directors of the corporation or similar governing body of such other organization, or upon other records of the corporation or of such other organization. No director or officer shall be liable for any act, omission, step or conduct taken or had in good faith, which (whether by condition or otherwise) is required, authorized or approved by any order or orders issued pursuant to the Public Utility Holding Company Act of 1935, the Federal Power Act, or any other Federal statute or any state statute regulating the corporation or a subsidiary, if any, by reason of their being public utility companies or public utility holding companies or by reason of their activities as such, or any amendments to any thereof. In any action, suit or proceeding based on any act, omission, step or conduct, as in this paragraph described, the provisions hereof shall be brought to the attention of the court. In the event that the forgoing provisions of this paragraph are found by the court not to constitute a valid defense on the grounds of not being applicable to the particular class of plaintiff, each such director and officer shall be reimbursed for, or indemnified against, all loss, liability and expense incurred by him or imposed on him, in connection with, or arising out of, any such action, suit or proceeding based on any act, omission, step or conduct taken or had in good faith as in this Section described; provided, however, that as to any matter disposed of by a compromise payment by such director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interest of the corporation as heretofore provided in this Article. Such loss, liability and expense shall include, but shall not be limited to, judgments, court costs and attorneys' fees. Expenses incurred with respect to the defense or disposition of any action, suit or proceeding heretofore referred to in this Article shall be advanced by the corporation prior to the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification, which undertaking shall be accepted without reference to the financial ability of the recipient to make such repayment. If in an action, suit or proceeding brought by or in right of the corporation, a director is held not liable, whether because relieved of liability under the first paragraph of this Article or otherwise, he shall be deemed to have been entitled to indemnification for expenses incurred in defense of said action, suit or proceeding. As used in this Article: (i) The term "officer" includes (a) persons who serve at the request of the corporation as directors, officers, or trustees of another organization and (b) employees of the corporation and its affiliates who serve in any capacity with respect to benefit plans for the corporation's employees. (ii) An "interested" director or officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. (iii) A "change in control" occurs when: (a) any individual, corporation, association, partnership, joint venture, trust or other entity or association thereof acting in concert (excluding any employee benefit plan, dividend reinvestment plan or similar plan of the corporation, or any trustee thereof acting in such capacity) acquires more than 20% of the corporation's outstanding stock having general voting rights or more than 20% of the common shares of any entity owning more than 50% of the corporation's outstanding stock having general voting rights, whether in whole or in part, by means of an offer made publicly to the holders of all or substantially all of such outstanding stock or shares to acquire stock or 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; or (b) continuing directors cease to constitute a majority of the board. (iv) The term "continuing director" shall mean any director of the corporation who (a) was a member of the initial board of directors of the corporation as voted by the incorporators of the corporation, or (b) was recommended for his initial term of office by a majority of continuing directors in office at the time of such recommendation. Nothing contained in this Article shall (i) limit the power of the corporation to indemnify employees and agents of the corporation or its subsidiaries other than directors and officers on any terms it deems appropriate not prohibited by law, (ii) limit the power of the corporation to indemnify directors and officers for expenses incurred in suits, actions, or other proceedings initiated by such director or officer or (iii) affect any rights to indemnification to which corporation personnel other than directors and officers may be entitled by contract or otherwise. The rights provided in this Article shall not be exclusive of or affect any other right to which any director or officer may be entitled and such rights shall inure to the benefit of its or his successors, heirs, executors, administrators and other legal representatives. Such other rights shall include all powers, immunities and rights of reimbursement allowable under the laws of The Commonwealth of Massachusetts. ARTICLE VI SEAL The seal of the corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the words "New England Hydro Finance Company, Inc." and "1989 - Massachusetts" cut or engraved thereon. ARTICLE VII EXECUTION OF PAPERS Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted, endorsed or released by the corporation, shall be signed by any officer of the corporation. ARTICLE VIII FISCAL YEAR Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall be the calendar year. ARTICLE IX AMENDMENTS These by-laws may be amended, altered or repealed at any meeting of the stockholders (or, prior to the issue of the initial capital stock, at any meeting of the incorporators), provided notice of the proposed amendment, alteration or repeal is given in the notice of said meeting. EX-99 6 EXHIBIT C.6.C NINTH SUPPLEMENTAL LOAN AGREEMENT Between BUSINESS FINANCE AUTHORITY OF THE STATE OF NEW HAMPSHIRE And NEW ENGLAND POWER COMPANY Dated as of February 1, 1995 Supplementing the Loan Agreement between The Industrial Development Authority of the State of New Hampshire and New England Power Company dated as of November 15, 1983, as Heretofore Amended by a First Supplemental Loan Agreement dated as of April 1, 1986, a Second Supplemental Loan Agreement dated as of August 1, 1988, a Third Supplemental Loan Agreement dated as of April 1, 1989, a Fourth Supplemental Loan Agreement dated as of November 1, 1990, a Fifth Supplemental Loan Agreement dated as of June 15, 1991, a Sixth Supplemental Loan Agreement dated as of January 1, 1993, a Seventh Supplemental Loan Agreement dated as of October 1, 1993, and an Eighth Supplemental Loan Agreement dated as of December 1, 1993 $10,000,000 Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (New England Power Company Project - 1990 Series A (Fourth Issue)) TABLE OF CONTENTS Section 1. Definitions 4 Section 2. Authority's Representation 7 Section 3. Issue of 1990 Series A Bonds (Fourth Issue) and Application of Proceeds. Issue of Additional Series R G&R Bonds. 7 Section 4. Rights and Duties of the Authority 8 Section 5. Company Not to Impair Interest Exemption; Use of Project Facilities; Rebate Covenant 13 Section 6. Notices 14 Section 7. Severability 14 Section 8. Counterparts 15 Section 9. Caption 15 Section 10. Governing Law 15 Section 11. Binding Effect 15 Section 12. Obligations of the Company Under the Indenture 16 This Ninth Supplemental Loan Agreement dated as of February 1, 1995 (the "Ninth Supplemental Loan Agreement") is between the Business Finance Authority of the State of New Hampshire, a body politic and corporate (previously named The Industrial Development Authority of the State of New Hampshire) established under Chapter 162-A:3 of the Revised Statutes of the State of New Hampshire (the "Authority"), and New England Power Company, a corporation organized and existing under the laws of The Commonwealth of Massachusetts (the "Company"). The Authority is authorized by Chapter 162-I of the Revised Statutes of the State of New Hampshire (the "Act") to finance pollution control facilities through the issue of its industrial revenue bonds. The purpose of this Ninth Supplemental Loan Agreement is to provide for the refunding of $10,000,000 of the Authority's Pollution Control Revenue Bonds (New England Power Company - 1991 Taxable Commercial Paper Series) (the "1991 Taxable Series Bonds") issued to pay a portion of the Company's share of the cost of pollution control facilities constructed at Unit No. 1 at the nuclear electric generating plant in the Town of Seabrook, Rockingham County, New Hampshire, pursuant to a Loan Agreement between the Authority and the Company dated as of November 15, 1983 (the "Original Loan Agreement"), to which this instrument is supplemental. It is hereby agreed as follows: Section 1. Definitions. For purposes hereof, the following words shall have the following meanings: "Additional Series R G&R Bonds" means the General and Refunding Mortgage Bonds to be issued pursuant to Section 3 hereof in an amount equal to the aggregate principal amount of the 1990 Series A Bonds (Fourth Issue). "Authority's Service Charge for the 1990 Series A Bonds (Fourth Issue)" means a payment to the Authority for its own use of $75,000 on the date of the issue of the 1990 Series A Bonds (Fourth Issue). "Code" means the Internal Revenue Code of 1986, and the proposed, temporary, and final regulations thereunder. "Tenth Supplemental Indenture" means the Tenth Supplemental Indenture between the Authority and BayBank, as Trustee, dated as of February 1, 1995, relating to the 1990 Series A Bonds (Fourth Issue), supplementing and amending the Trust Indenture between the Authority and said Trustee dated as of November 15, 1983 (the "Original Indenture" and, as supplemented and amended by the First Supplemental Indenture dated as of April 1, 1986, the Second Supplemental Indenture dated as of August 1, 1988, the Third Supplemental Indenture dated as of April 1, 1989, the Fourth Supplemental Indenture dated as of November 1, 1990, the Fifth Supplemental Indenture dated as of June 15, 1991, the Sixth Supplemental Indenture dated as of January 1, 1993, the Seventh Supplemental Indenture dated as of October 1, 1993, the Eighth Supplemental Indenture dated as of December 1, 1993, the Ninth Supplemental Indenture dated as of July 1, 1994 and the Tenth Supplemental Indenture (the "Indenture"). "Letter of Representation" means the letter from the Company addressed to and accepted by the Authority and the underwriter named therein (the "Underwriter") dated February 15, 1995 relating to the 1990 Series A Bonds (Fourth Issue). "Loan Agreement" means the Original Loan Agreement as amended and supplemented by the First Supplemental Loan Agreement dated as of April 1, 1986, the Second Supplemental Loan Agreement dated as of August 1, 1988, the Third Supplemental Loan Agreement dated as of April 1, 1989, the Fourth Supplemental Loan Agreement dated as of November 1, 1990, the Fifth Supplemental Loan Agreement dated as of June 15, 1991, the Sixth Supplemental Loan Agreement dated as of January 1, 1993, the Seventh Supplemental Loan Agreement dated as of October 1, 1993, the Eighth Supplemental Loan Agreement dated as of December 1, 1993 and this Ninth Supplemental Loan Agreement. "1990 Series A Bonds (Fourth Issue)" means the Authority's $10,000,000 Pollution Control Revenue Bonds (New England Power Company Project - 1990 Series A (Fourth Issue)) issued pursuant to Section 3 hereof and the Indenture. "Underwriting Agreement" means the agreement between the Authority and the Underwriter dated February 15, 1995 relating to the 1990 Series A Bonds (Fourth Issue). Capitalized terms which are not defined herein but which are defined in the Original Loan Agreement shall have the respective meanings attributed to them therein. Section 2. Authority's Representation. To induce the Company to enter into this Agreement, the Authority represents that the Authority is a body politic and corporate established under Chapter 162-A:3 of the Revised Statutes of the State of New Hampshire. Section 3. Issue of 1990 Series A Bonds (Fourth Issue) and Application of Proceeds. Issue of Additional Series R G&R Bonds. Subject to, and upon the terms and conditions of, the Underwriting Agreement, the Authority shall issue $10,000,000 aggregate principal amount of 1990 A Series Bonds (Fourth Issue) pursuant to the Act in the form and with the terms provided in the Indenture. The Authority shall loan to the Company $10,000,000 by depositing the Proceeds of the 1990 Series A Bonds (Fourth Issue) in the account in the Bond Fund for the 1991 Taxable Series Bonds, to be applied by the Trustee, with other moneys, to the redemption of $10,000,000 principal amount of such series on February 15, 1995. The Company hereby agrees to repay the loan of the aggregate principal amount of the 1990 A Series Bonds (Fourth Issue), and to issue and deliver to the Trustee a like aggregate principal amount of its Additional Series R G&R Bonds in substantially the form set forth in the Fourteenth Supplemental Indenture to the General and Refunding Mortgage Indenture. The Additional Series R Bonds shall, together with $107,850,000 principal amount of Series R G&R Bonds heretofore issued and delivered to the Trustee, evidence the Company's obligation to repay the loans to it of the Proceeds of all the 1990 Series A Bonds. The Additional Series R G&R Bonds shall be evidenced by one single fully registered bond registered in the name of the Trustee, which shall be nontransferable except as provided in the Indenture. Section 4. Rights and Duties of the Authority. (a) Indemnification of the Authority. The Company agrees to indemnify and hold harmless the Authority and its directors, members, officers, employees and agents from and against any and all damages, losses, costs, charges, expenses, judgments and liabilities incurred by it or them arising out of any claim in connection with: the transactions contemplated by the Loan Agreement or the Indenture; the construction, financing, occupancy, management, maintenance, operation or use of Unit No. 1, or any accident, injury, or damage to any person occurring therein or thereabout; any act or omission of the Company or any of its agents, contractors, servants, employees or licensees; or the offering, issuance, sale or any resale of any Bond; except (i) to the extent caused by the willful dishonesty of or intentional violation of law by the party seeking indemnification, and (ii) to the extent based on information furnished by the Authority in writing specifically for use in any official statement or prospectus used in connection with the sale of Bonds. If any such claim is asserted, the Authority or its directors, members, officers, employees or agents, as the case may be, will give prompt notice to the Company, and the Company will assume the defense thereof, with full power to litigate and compromise the same in its sole discretion. (b) Remedies of the Authority. Notwithstanding any contrary provision in this Ninth Supplemental Loan Agreement, the Authority and any of its members, officers, employees or agents, as the case may be, shall have the right to take any action or make any decision with respect to proceedings for indemnity against liability and for collection or reimbursement from sources other than money or property held under the Indenture or subject to the lien thereof. The Authority may enforce its rights under the Loan Agreement which have not been assigned to the Trustee, and each such member, officer, employee and agent may enforce his rights hereunder, by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy, and may recover damages caused by any breach by the Company of its obligations to the Authority or to such director, member, officer, employee or agent, as the case may be, under the Loan Agreement, including court costs, reasonable attorneys' fees and other costs and expenses incurred in enforcing such obligations. (c) Responsibility. The Authority shall be entitled to the advice of counsel (who may also be counsel for the Company or the Trustee) and shall not be liable for any action taken or omitted to be taken in good faith in reliance on such advice. The Authority may rely conclusively on any notice, certificate or other document furnished to it under the Loan Agreement or the Indenture and reasonably believed by it to be genuine. The Authority shall not be liable for any action taken or omitted to be taken by it in good faith and reasonably believed by it to be within the discretion or power conferred upon it or beyond such discretion or power, as the case may be, or taken by it pursuant to any direction or instruction by which it is governed under the Loan Agreement or the Indenture or omitted to be taken by it by reason of the lack of direction or instruction required under the Loan Agreement or the Indenture for such action, or be responsible for the consequences of any error of judgment reasonably made by it. When any consent or other action by the Authority is called for by the Loan Agreement or the Indenture, the Authority may defer such action pending receipt of such evidence, if any, as it may require in support thereof. A permissive right or power to act shall not be construed as a requirement to act; and no delay in the exercise of a right or power shall affect the subsequent exercise of that right or power. The Authority shall in no event be liable for the application or misapplication of funds, or for other acts or defaults, by any person, firm or corporation except by its own directors, members, officers, agents and employees. No recourse shall be had by the Company, the Trustee or the holder of any Bond for any claim based on the Loan Agreement, the Indenture or the Bonds against any member, officer, agent or employee of the Authority unless such claim is based upon the willful dishonesty of, or intentional violation of law by, such person. No covenant, obligation or agreement of the Authority contained in the Loan Agreement or the Indenture shall be deemed to be a covenant, obligation or agreement of any present or future director, member, officer, employee or agent of the Authority in his individual capacity, and any member, officer or employee of the Authority executing a Bond shall not be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issue thereof. The Authority shall be entitled to the benefits of Section 23 of the Indenture in respect of actions taken or omitted to be taken by it under this Ninth Supplemental Loan Agreement. (d) Financial Obligations; Operation of Facilities. Nothing contained in the Loan Agreement or the Indenture shall in any way obligate the Authority to pay any debt or meet any financial obligation to any person at any time hereunder or in relation to the Bonds or the Project Facilities or Additional Facilities except from moneys (other than moneys received for its own purposes under the Loan Agreement) received under the provisions of the Loan Agreement and the Indenture or from the exercise of the Authority's rights under the Loan Agreement and the Indenture. Nothing contained in the Loan Agreement or the Indenture shall be construed to require or authorize the Authority to operate the Project Facilities, Unit No. 1 or Additional Facilities. (e) Expenses of the Authority. Except to the extent they have been paid or reimbursed from the Construction Fund, the Company shall pay or reimburse the Authority on demand for all reasonable fees, charges, expenses (including reasonable attorneys' fees) and disbursements directly related to the financing of the Project Facilities and Additional Facilities and the issuance of Bonds including, without limitation, the Authority's Service Charge for the 1990 Series A Bonds (Fourth Issue) and reimbursement for expenses reasonably incurred or advances reasonably made in the exercise of its rights or the performance of its obligations under the Loan Agreement or the Indenture, with interest at the rate specified in Section 14(g) of the Indenture. (f) Matters to be Considered by Authority. In approving, concurring in or consenting to action of another party, or in exercising any discretion or in making any determination, the Authority may consider the interests of the public, which shall include the anticipated effect of any transaction on tax revenues and employment, as well as the interests of the other parties and the Bondholders; however, nothing herein shall be construed as conferring on any person other than the Company, the Trustee and the Bondholders any right to notice, hearing or participation in the Authority's consideration, and nothing in this subsection shall be construed as conferring on any of them any right additional to those conferred elsewhere herein. Section 5. Company Not to Impair Interest Exemption; Use of Project Facilities; Rebate Covenant. The Company will not use any of the funds loaned to it by the Authority hereunder (or the income earned through the investment thereof) or, to the extent of its ownership and control, operate the facilities financed under the Indenture in any manner, and will not take any other action, which would impair the exclusion of interest on the Bonds from gross income for Federal income tax purposes. The Company's use of such facilities (or facilities replacing the same), shall, to the extent of its ownership and control, be in furtherance of the purpose of pollution control or solid waste disposal and otherwise in compliance with the Act and the Code. The Company will comply in all respects with the requirements of Code Section 148(f) in the event that Gross Proceeds of the 1990 Series A Bonds (Fourth Issue) are invested in Nonpurpose Obligations with a Yield higher than the Yield on the 1990 Series A Bonds (Fourth Issue). The terms "Nonpurpose Obligations," "Gross Proceeds" and "Yield" shall have the meanings given in Code Section 148 and the regulations promulgated thereunder and shall be applied as provided therein. Section 6. Notices. All notices and directions to either party or to the Trustee shall be in writing and shall be deemed to be sufficiently given if sent by registered or certified mail or delivered during business hours to the Authority at Room 302, 4 Park Street, Concord, New Hampshire 03301, Attention of its Executive Director; to the Company at 25 Research Drive, Westborough, Massachusetts 01582, Attention of its Treasurer; and to the Trustee at its Corporate Trust Department, 7 New England Executive Park, Burlington, Massachusetts 01803, or to such other address as the addressee shall have indicated by prior notice to the one giving the notice or direction in question. Section 7. Severability. In the event that any provision of this Ninth Supplemental Loan Agreement shall be held to be invalid in any circumstance, such invalidity shall not affect any other provisions or circumstances. Section 8. Counterparts. This Ninth Supplemental Loan Agreement may be executed and delivered in any number of counterparts, each of which shall be deemed to be an original, but such counterparts together shall constitute one and the same instrument. Section 9. Captions. The captions in this Ninth Supplemental Loan Agreement are for convenience only and shall not affect the construction hereof. Section 10. Governing Law. This instrument shall be governed by the laws of The State of New Hampshire. Section 11. Binding Effect. This Ninth Supplemental Loan Agreement shall inure to the benefit of and be binding on the Authority and the Company and their respective successors and assigns (including, without limitation, the Trustee as grantee and assignee under the Indenture in accordance with all the terms thereof and hereof) and for the purposes of Sections 4(a), 4(b), and 4(c) hereof the directors, members, officers, employees and agents of the Authority and their respective heirs, personal representatives and assigns. Section 12. Obligations of the Company Under the Indenture. The Company hereby assumes and agrees to perform all of the obligations imposed upon it under the Indenture and shall be entitled to all rights and benefits granted to it or on its behalf thereunder. IN WITNESS WHEREOF, the parties have caused this Ninth Supplemental Loan Agreement to be duly executed and their respective seals to be hereunto affixed, all as of the date first above written. BUSINESS FINANCE AUTHORITY OF THE STATE OF NEW HAMPSHIRE [Seal] Attest: By_____________________________________ Executive Director _____________________________ Clerk NEW ENGLAND POWER COMPANY [Seal] Attest: By_____________________________________ Assistant Treasurer _______________________________________ Assistant Clerk EX-99 7 EXHIBIT E.1. Exhibit E.1. 1995 Report on NEES Money Pool ($000's)
Avg. Max. Min. Investment Company Invest. Invest. Invest. at 12/31/95 - ------- ------- ------- ------- ----------- NEES (Trust) $8,465 $35,200 $ 150 $ 3,600 Massachusetts Electric Co. -0- -0- -0- -0- New England Power Co. -0- -0- -0- -0- The Narragansett Electric Co. -0- -0- -0- -0- Granite State Electric Co. -0- -0- -0- -0- New England Power Service Co. 15,227 26,725 -0- 1,100 New England Electric Transmission 130 675 -0- -0- Corporation New England Energy Incorporated 3,680 14,950 75 1,100 New England Hydro-Transmission 6,869 15,900 375 3,850 Electric Company (NEHTEC) New England Hydro-Transmission 1,359 3,600 25 150 Corporation (NEHTC) Narragansett Energy Resources 1,540 3,650 75 400 Company (NERC)
EX-99 8 EXHIBIT E.2. Exhibit E.2 Modified FORM U-13-60 ANNUAL REPORT For the Period Beginning January 1, 1995 and Ending December 31, 1995 To The U.S. SECURITIES AND EXCHANGE COMMISSION Of New England Electric Resources, Inc. A Subsidiary Service Company Date of Incorporation: January 13, 1992 State or Sovereign Power under which Incorporated or Organized: The Commonwealth of Massachusetts Location of Principal Executive Offices of Reporting Company: 25 Research Drive Westborough, MA 01582 Report filed pursuant to Order dated September 4, 1992 in file number 70-7950 Name, title, and address of officer to whom correspondence concerning this report should be addressed: J.G. Cochrane Treasurer 25 Research Drive Westborough, MA 01582 Name of Principal Holding Company Under Which Reporting Company is Organized: New England Electric System SEC 1926 (6-82) INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60 1. Time of Filing Annual Report essentially in the form of U-13-60 shall be filed appended to Form U5S, Annual Report of the Parent and Associate Companies Pursuant to the Public Utility Holding company Act of 1935. Form U5S is required to be filed by May 1. 2. Number of Copies Each annual report shall be filed in duplicate. The company should prepare and retain at least one extra copy for itself in case correspondence with reference to the report becomes necessary. 3. Definitions - Definitions contained in Instruction 01-8 to the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies, Public Utility Holding Company Act of 1935, as amended February 2, 1979 shall be applicable to words or terms used specifically within this Form U-13-60. 4. Organization Chart The company shall submit with each annual report a copy of its current organization chart. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Schedule or Page Description of Schedules and Accounts Account No. Number COMPARATIVE BALANCE SHEET Schedule I 4-5 Company property Schedule II 6-7 Accumulated provision for depreciation and amortization of company property Schedule III 8 Investments Schedule IV 9 Accounts receivable Schedule V 10 Miscellaneous deferred debits Schedule IX 11 Proprietary capital Schedule XI 12 Long-term debt Schedule XII 13 Current and accrued liabilities Schedule XIII 14 Notes to financial statements Schedule XIV 15 COMPARATIVE INCOME STATEMENT Schedule XV 16 Analysis of billing - nonassociate companies Account 458 17-18 Departmental analysis of salaries Account 920 19 Outside services employed Account 923 20 Miscellaneous general expenses Account 930.2 21 Taxes other than income taxes Account 408 22 Donations Account 426.1 23 Other deductions Account 426.5 24 Notes to statement of income Schedule XVIII 25 ORGANIZATION CHART 26
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE I COMPARATIVE BALANCE SHEET Give balance sheet of Company as of December 31 of the current and prior year
Account Assets and Other Debits As of December 31 Current Prior COMPANY PROPERTY 101 Company property (Schedule II) $ $ 107 Construction work in progress (Schedule II) ------- ------- Total Property ------- ------- 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) ------- ------- Net Company Property ------- ------- INVESTMENTS 123 Investments in associate companies (Schedule IV) 128 Other Investments (Schedule IV) 999,999 ------- ------- Total Investments 999,999 ------- ------- CURRENT AND ACCRUED ASSETS 131 Cash 69,588 48,647 134 Special deposits 135 Working funds 136 Temporary cash investments (Schedule IV) 141 Notes receivable 143 Accounts receivable (Schedule V) 821,116 566,085 144 Accumulated provision of uncollectible accounts 146 Accounts receivable from associate companies 41 37,245 152 Fuel stock expenses undistributed 154 Materials and supplies 163 Stores expense undistributed 165 Prepayments 174 Miscellaneous current and accrued assets ------- ------- Total Current and Accrued Assets 890,745 651,977 ------- ------- DEFERRED DEBITS 181 Unamortized debt expense 184 Clearing accounts 186 Miscellaneous deferred debits (Schedule IX) 125,350 451,260 188 Research, development, or demonstration expenditures 190 Accumulated deferred income taxes --------- --------- 125,350 451,260 Total Deferred Debits --------- --------- TOTAL ASSETS AND OTHER DEBITS $2,016,094 $1,103,237 ========= =========
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE I COMPARATIVE BALANCE SHEET
Account Liabilities and Proprietary Capital As of December 31 Current Prior PROPRIETARY CAPITAL 201 Common stock issued (Schedule XI) $ 1,000 $ 1,000 211 Miscellaneous paid-in-capital (Schedule XI) 3,398,999 1,474,000 215 Appropriated retained earnings (Schedule XI) 216 Unappropriated retained earnings (Schedule XI) (1,713,513) (641,351) --------- ------- Total Proprietary Capital 1,686,486 833,649 --------- ------- LONG-TERM DEBT 223 Advances from associate companies (Schedule XII) 224 Other long-term debt (Schedule XII) 225 Unamortized premium on long-term debt 226 Unamortized discount on long-term debt - debit --------- ------- Total Long-Term Debt --------- ------- CURRENT AND ACCRUED LIABILITIES 231 Notes payable 232 Accounts payable 142,401 15,597 233 Notes payable to associate companies (Schedule XIII) 234 Accounts payable to associate companies (Schedule XIII) 11,707 236,096 236 Taxes accrued 17,895 237 Interest accrued 238 Dividends declared 241 Tax collections payable 242 Miscellaneous current and accrued liabilities (Schedule XIII) --------- ------- Total Current and Accrued Liabilities 154,108 269,588 --------- ------- DEFERRED CREDITS 253 Other deferred credits 255 Accumulated deferred investment tax credits --------- ------- Total Deferred Credits --------- ------- 283 Accumulated Deferred Income Taxes 175,500 --------- -------- TOTAL LIABILITIES AND PROPRIETARY CAPITAL $2,016,094 $1,103,237 ========= =========
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE II COMPANY PROPERTY (Not Applicable)
BALANCE AT RETIREMENTS BALANCE BEGINNING OR OTHER (1) AT CLOSE DESCRIPTION OF YEAR ADDITIONS SALES CHANGES OF YEAR Account 301 Organization 303 Miscellaneous Intangible Plant 304 Land and Land Rights 305 Structures and Improvements 306 Leasehold Improvements 307 Equipment (2) 308 Office Furniture and Equipment 309 Automobiles, Other Vehicles and Related Garage Equipment 310 Aircraft and Airport Equipment 311 Other Company Property (3) ---- ------- --- ---- ---- SUB-TOTAL None None ---- ------- --- ---- ---- 107 Construction Work in Progress (4) ---- ------- --- ---- ---- TOTAL None None ==== ======= === ==== ==== (1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE II - CONTINUED (Not Applicable) (2) Subaccounts are required for each class of equipment owned. The company shall provide a listing by subaccount of equipment additions during the year and the balance at the close of the year:
BALANCE AT CLOSE SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR ---- ---- TOTAL None None ==== ==== (3) DESCRIBE OTHER COMPANY PROPERTY: None (4) DESCRIBE CONSTRUCTION WORK IN PROGRESS: None
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY (Not Applicable)
ADDITIONS OTHER BALANCE AT CHARGED CHANGES BALANCE BEGINNING TO RETIRE- ADD AT CLOSE DESCRIPTION OF YEAR ACCT 403 MENTS (DEDUCT)(1) OF YEAR Account 301 Organization 303 Miscellaneous Intangible Plant 304 Land and Land Rights 305 Structures and Improvements 306 Leasehold Improvements 307 Equipment 308 Office Furniture and Equipment 309 Automobiles, Other Vehicles and Related Garage Equipment 310 Aircraft and Airport Equipment 311 Other Company Property ---- --- --- --- ---- TOTAL None None ==== === === === ==== 22) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: None
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE IV INVESTMENTS INSTRUCTIONS: Complete the following schedule concerning investments. Under Account 128 "Other Investments," state each investment separately, with description, including, the name of issuing company, number of shares or principal amount, etc.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES ---- ---- TOTAL None None ==== ==== ACCOUNT 128 - OTHER INVESTMENTS Separations Technologies, Inc. $999,999 ---- ------- TOTAL (1) None $999,999 ==== ======= ACCOUNT 136 - TEMPORARY CASH INVESTMENTS ---- ---- TOTAL None None ==== ==== (1) See page 15 "Notes to Financial Statements" footnote (1)
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE V ACCOUNTS RECEIVABLE INSTRUCTIONS: Complete the following schedule listing accounts receivable.
BALANCE AT BALANCE AT BEGINNING CLOSE OF YEAR OF YEAR DESCRIPTION ACCOUNT 143 - Federal Income Tax Benefit Receivable $237,400 $501,600 Nantucket Electric Company 300,840 300,840 Other 27,845 18,676 ------- ------- TOTAL $566,085 $821,116 ======= =======
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE IX MISCELLANEOUS DEFERRED DEBITS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped by class, showing the number of items in each class.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 186 - DEFERRED DEBITS NANTUCKET ELECTRIC - LONG TERM RECEIVABLE $451,260 $125,350 ------- ------- TOTAL $451,260 $125,350 ======= =======
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XI PROPRIETARY CAPITAL
OUTSTANDING NUMBER OF PAR OR STATED CLOSE OF PERIOD ACCOUNT SHARES VALUE NO. OF TOTAL NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT 201 COMMON STOCK ISSUED 10,000 $1 1,000 $1,000 INSTRUCTIONS: Classify amounts in each account with a brief explanation, disclosing the general nature of transactions which give rise to the reported amounts. DESCRIPTION AMOUNT ACCOUNT 223 - MISCELLANEOUS PAID-IN CAPITAL (1) $3,398,999 ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS --------- TOTAL 3,398,999 ========= INSTRUCTIONS: Give particulars concerning net income or (loss) during the year, distinguishing between compensation for the use of capital owed or net loss remaining from servicing non-associates per the General Instructions of the Uniform Systems of Accounts. For dividends paid during the year in cash or otherwise, provide rate percentage, amount of dividend, date declared and date paid. BALANCE AT NET INCOME BALANCE AT BEGINNING OR DIVIDENDS CLOSE DESCRIPTION OF YEAR (LOSS) PAID OF YEAR ACCOUNT 216 - UNAPPROPRIATED RETAINED EARNINGS $(641,350) $(1,072,163) None $(1,713,513) ------- ---------- ---- ---------- TOTAL $(641,350) $(1,072,163) None $(1,713,513) ======= ========== ==== ========== (1) Amount represents contributions in the form of non-interest bearing subordinated notes issued to New England Electric System (NEES). As of December 31, 1995, NEES was authorized to invest up to $9.0 million dollars in the Company in the form of either subordinated noninterest bearing notes, capital contributions or common stock.
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XII LONG-TERM DEBT (Not Applicable) INSTRUCTIONS: Advances from associate companies should be reported separately for advances on notes, and advances on open account. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other long-term debt provide the name of creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding.
TERMS OF OBLIG DATE BALANCE AT BALANCE AT CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS (1) OF YEAR ACCOUNT 223 - ADVANCES FROM ASSOCIATE COMPANIES: None ACCOUNT 224 - OTHER LONG-TERM DEBT: None ---- TOTAL None ==== (1) Give an explanation of deductions: None
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XIII CURRENT AND ACCRUED LIABILITIES INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES ---- ---- TOTAL None None ==== ==== ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES The Narragansett Electric Company $ 1,023 New England Hydro Transmission Electric Co. 2,770 New England Power Company 30,844 $14,555 New England Power Service Company 201,459 (2,848) ------- ------ TOTAL $236,096 $11,707 ======= ====== ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES ---- ---- TOTAL None None ==== ====
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any account thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. (1) To assist Nantucket Electric Company (NEC) in meeting its short-term needs for reliable energy, NEERI provided materials, delivery, installation, interconnection and start-up testing services for a fully automated two unit diesel driven electric generating plant at the existing NEC Airport Generating Station. The work took place at NEC and New England Electric facilities pursuant to a letter agreement and has been completed. The total compensation under the agreement was recognized during the third quarter of 1994. The agreement provides for billing over a three year period at $25,070 per month effective the month immediately following the notice to proceed by NEC. As of December 31, 1995, $426,190 had not yet been billed in accordance with the agreement ($300,840 included in Accounts Receivable and $125,350 included in Miscellaneous Deferred Debits). (2) On May 23, 1995, NEERI invested $999,999 in Separations Technologies, Inc. (STI). This investment is in the form of 153,846 shares of 6% cumulative convertible preferred stock. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XV STATEMENT OF INCOME
ACCOUNT DESCRIPTION CURRENT PRIOR YEAR YEAR INCOME 458 Services rendered to nonassociate companies $97,120 $1,113,351 421 Miscellaneous income or loss (250,000) ------ --------- TOTAL INCOME 97,120 863,351 ------ --------- EXPENSE 920 Salaries and wages 921 Office supplies and expenses 80,567 922 Administrative expense transferred - credit 923 Outside services employed 1,815,058 1,543,724 924 Property insurance 925 Injuries and damages 926 Employee pensions and benefits 930.1 General advertising expenses 930.2 Miscellaneous general expenses 931 Rents 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 408 Taxes other than income taxes 409 Income taxes (901,842) (238,900) 410 Provision for deferred income taxes 333,600 411 Provision for deferred income taxes - credit (158,100) 411.5 Investment tax credit 426.1 Donations 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 431 Other interest expense ---------- --------- TOTAL EXPENSE 1,169,283 1,304,824 ---------- --------- NET INCOME OR (LOSS) $(1,072,163) $(441,473) ========== =========
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 ANALYSIS OF BILLING NONASSOCIATE COMPANIES ACCOUNT 458
DIRECT INDIRECT COMPENSATION EXCESS TOTAL COST COST FOR USE TOTAL OR AMOUNT NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COST DEFICIENCY BILLED 458-1 458-2 458-3 458-4 United States Energy Association (1) 9,090 International Resources Group Ltd. (2) 7,000 Electricity Corp. of New Zealand (3 22,804 Rebis, Inc. (4) 9,251 Power Technologies LTD (5) 4,500 Washington International Energy Group (6) 5,000 RCG/Hagler Bailly, Inc. (7) 3,000 Nantucket Electric Company (8) 27,342 Twin Rivers Technologies (9) 6,148 Separations Technologies, Inc. (10) 2,985 ------ TOTAL 97,120 ======
INSTRUCTION: Provide a brief description of the services rendered to each nonassociated company: (1) Consulting activities for the Hungarian Electric Companies. (2) Consulting engineering services for transmission projects. (3) Consulting engineering services for transmission projects. (4) Consulting and programming services. (5) Consulting services for testing and analysis of hydraulic turbine/generators. (6) Consulting services for development of power HVDC transmission in North America. (7) Consulting services for integrated resource planning. (8) Demand side management consulting. (9) Consulting services in connection with compliance with NOx regulations. (10) Services for electrical construction. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920
NAME OF DEPARTMENT NUMBER PERSONNEL SALARY END OF EXPENSE YEAR Indicate each dept. or service function None None ---- ---- TOTAL None None ==== ====
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 OUTSIDE SERVICES EMPLOYED ACCOUNT 923 INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the aggregate amounts paid to any one payee and included within one subaccount is less than $25,000, only the aggregate number and amount of all such payments included within the subaccount need be shown. Provide a subtotal for each type of service.
RELATIONSHIP "A"- ASSOCIATE FROM WHOM PURCHASED ADDRESS "NA"- NON ASSOCIATE AMOUNT LEGAL SERVICES Hunton & Williams 200 Park Avenue NA 46,232 New York, NY 10166 ------- SUBTOTAL $46,232 OTHER SERVICES New England Power 25 Research Drive A $1,271,536 Service Company Westborough, MA 01582 New England Power 25 Research Drive A 36,557 Company Westborough, MA 01582 Power Technologies, Inc. 142 Erie Boulevard NA 155,288 Schenectady, NY 12305 George P. Sasdi Electric Power Consultancy NA 41,070 24 Hawthorne Avenue Newton, MA 02166 CS First Boston 55 East 52nd Street NA 30,000 New York, New York Triad Engineering 131 Middlesex Turnpike NA 92,629 Burlington, MA 01803 22 Vendors* NA 141,746 (each under $25,000) ---------- SUBTOTAL $1,768,826 ---------- TOTAL SERVICES $1,815,058 ==========
*Includes $1,004 from Massachusetts Electric Company, $1,559 from The Narragansett Electric Company, and $41 from New England Hydro-Transmission Electric Company which are associated companies. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 INSTRUCTIONS: Provide a listing of the amount included in Account 930.2, "Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Sections 321(b)(2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C. Section 441(b)(2)) shall be separately classified. DESCRIPTION AMOUNT None ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 TAXES OTHER THAN INCOME TAXES ACCOUNT 408 INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. KIND OF TAX AMOUNT 1) OTHER THAN U.S. GOVERNMENT TAXES Massachusetts State Tax None ----- SUBTOTAL None ----- 2) U.S. GOVERNMENT TAXES None ----- SUBTOTAL None ----- TOTAL None ===== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 DONATIONS ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items of less than $3,000 may be shown in lieu of details. NAME OF RECIPIENT PURPOSE OF DONATION NONE ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 OTHER DEDUCTIONS ACCOUNT 426.5 INSTRUCTIONS: Provide a listing of the amount included in Account 426.5, "Other Deductions", classifying such expenses according to their nature. DESCRIPTION NAME OF PAYEE NONE ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SCHEDULE XVIII NOTES TO STATEMENT OF INCOME INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. See Page 15 ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. ORGANIZATION CHART For the Year Ended December 31, 1995 Board of Directors ! ! ! President ! ! ! ------------------------------ ! ! ! ! ! ! Treasurer Clerk ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1995 SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and the rules and regulations of the Securities and Exchange Commission issued thereunder, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. New England Electric Resources, Inc. --------------------------------- (Name of Reporting Company) s/John G. Cochrane By: ------------------------------- (Signature of Signing Officer) J.G. Cochrane Treasurer ------------------------------------------- (Printed Name and Title of Signing Officer) Date: May 1, 1996 ----------- EX-27 9 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000071297 New England Electric System 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 3,855,902 408,820 508,794 417,360 0 5,190,876 64,970 736,823 831,529 1,631,779 0 147,016 1,675,170 0 0 203,250 23,960 0 0 0 1,509,701 5,190,876 2,271,712 128,340 1,819,944 1,948,284 323,428 12,098 335,526 114,175 204,757 8,690 204,757 152,273 108,365 469,853 $3.15 $3.15 Total deferred charges includes other assets and accrued Yankee Atomic costs. Preferred stock reflects preferred stock of subsidiaries. Preferred stock dividends reflect preferred stock dividends of subsidiaries. Total common stockholders equity is reflected net of treasury stock at cost. EX-27 10 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF MASSACHUSETTS ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 1,041,476 0 236,534 65,090 0 1,343,100 59,953 201,172 150,308 411,433 0 50,000 353,267 1,000 0 54,450 0 0 0 0 472,950 1,343,100 1,505,676 19,297 1,424,709 1,444,006 61,670 (541) 61,129 32,028 29,101 3,114 25,987 12,590 25,901 79,386 0 0 Total deferred charges includes other assets. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. EX-27 11 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE NARRAGANSETT ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 535,248 0 104,205 60,168 0 699,621 56,624 80,170 108,227 245,021 0 36,500 210,892 1,000 0 21,675 0 0 0 0 184,533 699,621 499,113 10,888 445,800 456,688 42,425 (86) 42,339 18,429 23,910 2,143 21,767 5,096 16,627 48,451 0 0 Total deferred charges includes other assets. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. EX-27 12 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 1,950,263 73,682 351,123 273,275 0 2,648,343 128,998 374,829 385,309 889,136 0 60,516 735,440 1,025 0 124,125 10,000 0 0 0 828,101 2,648,343 1,570,539 91,051 1,294,075 1,385,126 185,413 11,857 197,270 45,843 151,427 3,433 147,994 135,448 46,797 245,666 0 0 Total deferred charges includes other assets and accrued Yankee Atomic costs. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. EX-27 13 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF GRANITE STATE ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 47,323 0 7,266 2,329 0 56,918 6,040 4,000 8,998 19,038 0 0 15,000 3,550 0 0 1,000 0 0 0 18,330 56,918 65,095 657 61,248 61,905 3,190 (45) 3,145 1,733 1,412 0 1,412 363 1,238 1,857 0 0 Total deferred charges includes other assets. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. EX-27 14 EXHIBIT G FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC., AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 176,304 5 6,283 8,969 0 191,561 40,000 16,384 2,900 59,284 0 0 91,530 1,000 0 0 6,960 0 0 0 32,787 191,561 46,157 6,475 20,440 26,915 19,242 64 19,306 9,382 9,924 0 9,924 18,000 9,346 21,172 0 0 EX-27 15 EXHIBIT G FINANCIAL DATA SCHEDULE
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND HYDRO-TRANSMISSION CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 147,201 5 1,493 7,235 0 155,934 21,500 17,713 182 39,395 0 0 56,480 2,000 0 0 4,560 0 0 0 53,499 155,934 34,660 3,636 19,187 22,823 11,837 52 11,889 5,866 6,023 0 6,023 7,610 5,799 13,010 0 0 EX-27 16 EXHIBIT G FINANCIAL DATA SCHEDULE
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1995 DEC-31-1995 12-MOS PER-BOOK 48,447 0 170 424 0 49,041 140 3,360 268 3,768 0 0 25,488 725 0 0 4,624 0 0 0 14,436 49,041 10,930 22 6,978 7,000 3,930 3 3,933 2,914 1,019 0 1,019 915 2,894 5,365 0 0 Total deferred charges includes other assets. -----END PRIVACY-ENHANCED MESSAGE-----