<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For fiscal year ended December 31, 1995
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
Registrant; State of
Incorporation or I.R.S. Employer
Commission Organization; Address; Identification
File Number and Telephone Number Number
- ------------ ---------------------- ---------------
1-3446 NEW ENGLAND ELECTRIC SYSTEM 04-1663060
(A Massachusetts voluntary
association)
25 Research Drive
Westborough, Massachusetts 01582
Telephone: 508-389-2000
1-6564 NEW ENGLAND POWER COMPANY 04-1663070
(A Massachusetts corporation)
25 Research Drive
Westborough, Massachusetts 01582
Telephone: 508-389-2000
0-5464 MASSACHUSETTS ELECTRIC COMPANY 04-1988940
(A Massachusetts corporation)
25 Research Drive
Westborough, Massachusetts 01582
Telephone: 508-389-2000
1-7471 THE NARRAGANSETT ELECTRIC COMPANY 05-0187805
(A Rhode Island corporation)
280 Melrose Street
Providence, Rhode Island 02907
Telephone: 401-784-7000
Indicate by check mark whether the registrants (1) have filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrants were required to
file such reports), and (2) have been subject to such filing
requirements for the past 90 days.
(X) Yes ( ) No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Outstanding at Name of each exchange
Registrant Title of each class March 18, 1996 on which registered
- ---------- ------------------- -------------- ---------------------
<S> <C> <C> <C>
New England Common Shares 64,803,369 New York Stock Exchange
Electric Boston Stock Exchange
System
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of each class
- ---------- -------------------
New England 6.00% Cumulative Preferred Stock
Power Company Dividend Series Preferred Stock
Massachusetts Cumulative Preferred Stock
Electric Company Preferred Stock - Cumulative
The Narragansett Cumulative Preferred Stock
Electric Company
Aggregate market value
of the voting stock Number of shares of
held by non-affiliates common stock outstanding
of the registrants at of the registrants at
March 18, 1996 March 18, 1996
---------------------- ------------------------
New England $2,405,825,074 64,803,369 ($1 par value)
Electric System
New England $5,907,825 6,449,896 ($20 par value)
Power Company
Massachusetts None 2,398,111 ($25 par value)
Electric Company
The Narragansett None 1,132,487 ($50 par value)
Electric Company
</TABLE>
<PAGE>
<TABLE>
Documents Incorporated by Reference
<CAPTION>
Part of Form 10-K into which
Description document is incorporated
- ---------------------------------- ----------------------------
<S> <C>
Portions of Annual Reports to Part II
Shareholders for the year ended
December 31, 1995 of the following
companies, as set forth in Part II
New England Electric System
New England Power Company
Massachusetts Electric Company
The Narragansett Electric Company
Portions of Proxy Statement of Part III
New England Electric System
filed in connection with its
annual meeting of shareholders to
be held on April 23, 1996, as set
forth in Part III
This combined Form 10-K is separately filed by New England Electric
System, New England Power Company, Massachusetts Electric Company, and The
Narragansett Electric Company. Information contained herein relating to
any individual company is filed by such company on its own behalf. Each
company makes no representation as to information relating to the other
companies.
</TABLE>
<PAGE>
TABLE OF CONTENTS PAGE
GLOSSARY OF TERMS........................................... iii
PART I
ITEM 1. BUSINESS............................................ 1
THE SYSTEM.................................................. 1
System Organization.................................... 1
Employees.............................................. 3
ELECTRIC UTILITY OPERATIONS................................. 3
General................................................ 3
Results of Operations.................................. 6
Competitive Conditions................................. 7
Rates.................................................. 14
General............................................. 14
NEP Rates........................................... 15
Transmission rates.................................. 16
Mass. Electric Rates................................ 17
Narragansett Rates.................................. 17
Granite State Rates................................. 18
Recovery of Demand Side Management Expenditures..... 19
Generation............................................. 20
Energy Mix.......................................... 20
Electric Utility Properties......................... 20
Map - Electric Utility Properties................... 24
Fuel for Generation................................. 25
Non-Utility Power Producer Information.............. 27
Nuclear Units....................................... 29
Regulatory and Environmental Matters................... 37
Regulation.......................................... 37
Hydroelectric Project Licensing..................... 38
Environmental Requirements.......................... 39
Construction and Financing............................. 44
Research and Development............................... 49
OIL AND GAS OPERATIONS...................................... 50
General................................................ 50
Results of Operations.................................. 51
Oil and Gas Properties................................. 53
Capital Requirements and Financing..................... 54
Map - Major Oil and Gas Properties..................... 55
EXECUTIVE OFFICERS.......................................... 56
ITEM 2. PROPERTIES.......................................... 60
ITEM 3. LEGAL PROCEEDINGS................................... 60
-i-
<PAGE>
PAGE
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. 61
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
RELATED SECURITY HOLDER MATTERS..................... 61
ITEM 6. SELECTED FINANCIAL DATA............................. 62
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................. 63
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA......... 63
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE................. 64
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. 64
ITEM 11. EXECUTIVE COMPENSATION............................. 68
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT......................................... 82
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..... 85
PART IV
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K................... 86
INDEX TO FINANCIAL STATEMENTS............................... 114
-ii-
<PAGE>
GLOSSARY OF TERMS
Term Meaning
---- -------
AFDC allowance for funds used during construction
Algonquin Algonquin Gas Transmission Company
C&LM Conservation and Load Management
Columbia Columbia Gas Transmission Company
Connecticut Yankee Connecticut Yankee Atomic Power Company
DOE U.S. Department of Energy
DOER Massachusetts Division of Energy Resources
DOMAC Distrigas Corporation of Massachusetts
DSM demand-side management
EMF electric and magnetic fields
EPA U.S. Environmental Protection Agency
FERC Federal Energy Regulatory Commission
FAS 121 Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be
Disposed Of
FAS 71 Financial Accounting Standards No. 71,
Accounting for the Effects of Certain Types
of Regulation
Firm Energy agreement between NEPOOL members and Hydro-
Contract Quebec
Granite State Granite State Electric Company
GMP Green Mountain Power Corporation
IBC Intercoastal Bulk Carriers, Inc.
Interconnection transmission interconnection between
participating New England utilities
and Hydro-Quebec
Iroquois Iroquois Gas Transmission System
ISC International Shipping Company
Keystone Keystone Shipping Company
kWh kilowatt hour
Maine Yankee Maine Yankee Atomic Power Company
Mass. Electric Massachusetts Electric Company
Mass. Hydro New England Hydro-Transmission Electric
Company, Inc.
MDPU Massachusetts Department of Public Utilities
MPLP Milford Power Limited Partnership
MRS Monitored Retrievable Storage
Narragansett The Narragansett Electric Company
NEEI New England Energy Incorporated
NEERI New England Electric Resources, Inc.
NEES New England Electric System
NEES Companies the Subsidiaries of NEES
NEES Trans NEES Transmission Services, Inc.
-iii-
<PAGE>
GLOSSARY OF TERMS
Term Meaning
---- -------
NEET New England Electric Transmission
Corporation
NEP New England Power Company
NEPOOL New England Power Pool
N.H. Hydro New England Hydro-Transmission Corporation
NHPUC New Hampshire Public Utilities Commission
NOPR notice of proposed rulemaking
NOx nitrogen oxide
NRC Nuclear Regulatory Commission
NU Northeast Utilities
OSP Ocean State Power
OSP II Ocean State Power II
PBOPs postretirement benefits other than pensions
PPCA purchased power cost adjustment
PRP potentially responsible party
Pricing Policy SEC approved pricing policy between NEEI and
NEP
Resources Narragansett Energy Resources Company
Retail Companies Mass. Electric, Narragansett, and Granite
State
RIPUC Rhode Island Public Utilities Commission
Samedan Samedan Oil Corporation
Seabrook 1 Seabrook Nuclear Generating Station Unit 1
SEC Securities and Exchange Commission
SED service extension discount
Service Company New England Power Service Company
SO2 sulphur dioxide
SPCC Spill prevention control and counter-measure
System the subsidiaries of NEES collectively
Tennessee Tennessee Gas Pipeline Company
TransCanada TransCanada PipeLines, Ltd.
Vermont Yankee Vermont Yankee Nuclear Power Corporation
Yankee Atomic Yankee Atomic Electric Company
Yankee Companies Yankee Atomic, Vermont Yankee, Maine Yankee,
and Connecticut Yankee
1935 Act Public Utility Holding Company Act of 1935
-iv-
<PAGE>
PART I
Item 1. BUSINESS
THE SYSTEM
SYSTEM ORGANIZATION
New England Electric System (NEES) is a voluntary association created under
Massachusetts law on January 2, 1926, and is a registered holding company under
the Public Utility Holding Company Act of 1935 (the 1935 Act). NEES owns voting
stock in the amounts indicated of the following companies, which together
constitute the System.
% Voting
Securities
State of Type of Owned by
Name of Company Organization Business NEES
--------------- ------------ -------- ---------
Subsidiaries:
Granite State Electric Company N.H. Retail 100
(Granite State) Electric
Massachusetts Electric Company Mass. Retail 100
(Mass. Electric) Electric
The Narragansett Electric Company R.I. Retail 100
(Narragansett) Electric
Narragansett Energy Resources R.I. Wholesale 100
Company (Resources) Electric
Generation
New England Electric Resources, Inc.
(NEERI) Mass. Development 100
Services
New England Electric Transmission N.H. Electric 100
Corporation (NEET) Transmission
New England Energy Incorporated Mass. Oil and Gas 100
(NEEI) Exploration
& Development
New England Hydro-Transmission N.H. Electric 53.97(a)
Corporation (N.H. Hydro) Transmission
New England Hydro-Transmission Mass. Electric 53.97(a)
Electric Company, Inc. Transmission
(Mass. Hydro)
New England Power Company (NEP) Mass. Wholesale 98.85(b)
Electric
Generation &
Transmission
New England Power Service Company Mass. Service 100
(Service Company) Company
<PAGE>
(a) The common stock of these subsidiaries is owned by NEES and
certain participants (or their parent companies) in Phase II
of the Hydro-Quebec project. See Interconnection with Quebec,
page 28.
(b) Holders of common stock and 6% Cumulative Preferred Stock of
NEP have general voting rights. The 6% Cumulative Preferred
Stock represents 1.15% of the total voting power.
The facilities of NEES' three retail electric subsidiaries,
Mass. Electric, Narragansett, and Granite State (collectively
referred to as the Retail Companies), and of its principal
wholesale electric subsidiary, NEP, constitute a single integrated
electric utility system that is directly interconnected with other
utilities in New England and New York State, and indirectly
interconnected with utilities in Canada. See ELECTRIC UTILITY
OPERATIONS, page 3.
NEET owns and operates a portion of an international
transmission interconnection between the electric systems of
Hydro-Quebec and New England. Mass. Hydro and N.H. Hydro own and
operate facilities in connection with an expanded second phase of
this interconnection. See Interconnection with Quebec, page 28.
NEEI is engaged in various activities relating to fuel supply
for the System. These activities primarily include participation
(principally through a partnership with a non-affiliated oil
company) in domestic oil and gas exploration, development, and
production (see OIL AND GAS OPERATIONS, page 50) and the sale to
NEP of fuel purchased in the open market.
Resources is a general partner, with a 20% interest, in each
of two partnerships formed in connection with the Ocean State Power
project. See Ocean State Power, page 28.
The Service Company has contracted with NEES and its
subsidiaries to provide, at cost, such administrative, engineering,
construction, legal, and financial services as the companies
request.
NEERI is a wholly-owned, non-utility subsidiary of NEES which
provides consulting and independent project development services
domestically and internationally to non-affiliates and seeks
investment opportunities in power plant modernization,
transmission, and environmental improvement. NEERI also provides
maintenance and construction services under contract to certain
non-affiliated utility customers.
<PAGE>
EMPLOYEES
As of December 31, 1995, NEES subsidiaries had approximately
4,830 employees. As of that date, the total number of employees
was approximately 800 at NEP, 1,715 at Mass. Electric, 765 at
Narragansett, 75 at Granite State, and 1,475 at the Service
Company. Of the 4,830 employees, approximately 3,100 are members
of labor organizations. Collective bargaining agreements with the
Brotherhood of Utility Workers of New England, Inc., the
International Brotherhood of Electrical Workers, and the Utility
Workers Union of America, AFL-CIO were signed in May, 1995 and
expire in May, 1999.
ELECTRIC UTILITY OPERATIONS
GENERAL
NEP's business is principally generating, purchasing,
transmitting, and selling electric energy in wholesale quantities.
In 1995, 95% of NEP's revenue from the sale of electricity was
derived from sales for resale to affiliated companies and 5% from
sales for resale to municipal and other utilities. NEP is the
wholesale supplier of the electric energy requirements of the
Retail Companies under contracts that require seven years notice of
termination. Narragansett receives credits against its purchases
of power from NEP for the cost of generation from its Providence
units, which are functionally integrated with NEP's facilities to
achieve maximum economy and reliability. Discussions of NEP's
generating properties, load growth, energy mix, and fuel supplies
include the related properties of Narragansett. For details of
sales of energy and operating revenue for the last five years, see
OPERATING STATISTICS on page 27 of the New England Power Company
1995 Annual Report to Stockholders (the NEP 1995 Annual Report).
(For a discussion of electric utility operations in a more
competitive environment, see COMPETITIVE CONDITIONS, page 7).
The combined service area of the Retail Companies constitutes
the retail service area of the System and covers more than 4,400
square miles with a population of about 3,000,000 (1990 census).
See Map, page 24. The largest cities served are Worcester, Mass.
(population 170,000) and Providence, R.I. (population 161,000).
Mass. Electric and Narragansett are engaged principally in the
distribution and sale of electricity at retail. Mass. Electric
provides approximately 950,000 customers with electric service at
retail in a service area comprising approximately 43% of the area
of The Commonwealth of Massachusetts. The population of the
<PAGE>
service area is about 2,160,000 or 36% of the total population of
the Commonwealth (1990 Census). Mass. Electric's territory
consists of 146 cities and towns including rural, suburban, and
urban communities with Worcester, Lowell, and Quincy being the
largest cities served. The economy of the area is diversified.
Principal industries served by Mass. Electric include electrical
and industrial machinery, computer manufacturing and related
products, plastic goods, fabricated metals and paper, and chemical
products. In addition, a broad range of professional, banking,
high-technology, medical, and educational concerns is served.
During 1995, 41% of Mass. Electric's revenue from the sale of
electricity was derived from residential customers, 37% from
commercial customers, 21% from industrial customers, and 1% from
others. In 1995, the 20 largest customers of Mass. Electric
accounted for approximately 7% of its electric revenue. For
details of sales of energy and operating revenue for the last five
years, see OPERATING STATISTICS on page 21 of Mass. Electric's 1995
to Stockholders (the Mass. Electric 1995 Annual Report).
Narragansett provides approximately 328,000 customers with
electric service at retail. Its service territory, which includes
urban, suburban, and rural areas, covers about 839 square miles or
80% of the area of Rhode Island, and encompasses 27 cities and
towns including the cities of Providence, Warwick, Cranston, and
East Providence. The population of the area is about 725,000
(1990 Census) which represents about 72% of the total population of
the state. The economy of the territory is diversified. Principal
industries served by Narragansett produce fabricated metal
products, jewelry, silverware, electrical and industrial machinery,
transportation equipment, textiles, and chemical and allied
products. In addition, a broad range of professional, banking,
medical, and educational institutions is served. During 1995, 42%
of Narragansett's revenue from the sale of electricity was derived
from residential customers, 41% from commercial customers, 15% from
industrial customers, and 2% from others. In 1995, the 20 largest
customers of Narragansett accounted for approximately 9% of its
electric revenue. For details of sales of energy and operating
revenue for the last five years see OPERATING STATISTICS on page 21
of Narragansett's 1995 Annual Report to Stockholders (the
Narragansett 1995 Annual Report).
Granite State provides approximately 36,000 customers in 21 New
Hampshire communities with electric service at retail in the State
of New Hampshire in a service area having a population of about
73,000 (1990 Census), including the city of Lebanon and the towns
of Hanover, Pelham, Salem and surrounding communities. During
1995, 48% of Granite State's revenue from the sale of electricity
was derived from commercial customers, 39% from residential
customers, 12% from industrial customers, and 1% from others. In
<PAGE>
1995, the 10 largest customers of Granite State accounted for about
18% of its electric revenue. Granite State is not subject to the
reporting requirements of the Securities Exchange Act of 1934, and
its financial impact on the System is relatively small.
Information on Granite State is provided herein solely for the
purpose of furnishing a more complete description of System
operations.
On March 22, 1995, NEES agreed to acquire Nantucket Electric
Company for $3.5 million. Completion of the acquisition occured on
March 22, 1996.
The electric utility business of NEP and the Retail Companies
is not highly seasonal. For NEP and the Retail Companies,
industrial customers are broadly distributed among standardized
industrial classifications. No single industrial classification
exceeds 3% of operating revenue, and no single customer of the
System contributes more than 1% of operating revenue.
<PAGE>
<TABLE>
RESULTS OF OPERATIONS
The following is the detail of consolidated sales and revenue
from sales of electricity by the System for the last five years.
<CAPTION>
Sales of Electricity
(in thousands of kWh)
---------------------
Classification 1995 1994 1993 1992 1991
- -------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Residential 7,837,527 7,879,747 7,749,514 7,666,992 7,584,426
Commercial 8,378,580 8,266,754 8,064,024 7,851,859 7,757,350
Industrial 4,952,217 4,858,638 4,863,059 4,870,612 4,955,001
Other 142,848 149,724 154,981 164,450 173,639
---------- ---------- ---------- ---------- ----------
Total Sales
to Ultimate
Customers 21,311,172 21,154,863 20,831,578 20,553,913 20,470,416
Sales for
Resale 1,592,577 2,289,091 1,958,499 2,125,463 3,031,660
---------- ---------- ---------- ---------- ----------
Total 22,903,749 23,443,954 22,790,077 22,679,376 23,502,076
---------- ---------- ---------- ---------- ----------
Revenues from Sales of Electricity
(in thousands of dollars)
----------------------------------
Classification 1995 1994 1993 1992 1991
- -------------- ---- ---- ---- ---- ----
Residential $ 841,433 $ 811,585 $ 818,120 $ 775,973 $ 729,313
Commercial 773,138 741,194 742,121 728,645 687,605
Industrial 393,174 381,062 401,533 408,243 398,684
Other 25,836 24,580 24,745 24,776 24,900
---------- ---------- ---------- ---------- ----------
Total Sales
to Ultimate
Customers 2,033,581 1,958,421 1,986,519 1,937,637 1,840,502
Amortization
of Unbilled
Revenues 8,209 38,458 2,700
Sales for
Resale 79,452 88,912 80,554 82,580 102,411
---------- ---------- ---------- ---------- ----------
Total 2,121,242 $2,085,791 $2,069,773 $2,020,217 $1,942,913
---------- ---------- ---------- ---------- ----------
</TABLE>
<PAGE>
Kilowatt hour (kWh) sales to ultimate customers increased less
than 1 percent in 1995. This increase was primarily due to a
return to more normal weather in the fourth quarter of 1995, along
with a warmer summer in 1995, partially offset by lower sales in
the first quarter of 1995, due to unusually mild weather. In 1994,
kWh sales to ultimate customers increased 1.6 percent over 1993,
reflecting an improved economy.
COMPETITIVE CONDITIONS
The electric utility business is being subjected to rapidly
increasing competitive pressures, stemming from a combination of
trends, including the presence of surplus generating capacity, a
disparity in electric rates among regions of the country,
improvements in generation efficiency, increasing demand for
customer choice, and new regulations and legislation intended to
foster competition. To date, this competition has been most
prominent in the bulk power market, in which non-utility generators
have significantly increased their market share. Electric
utilities have had exclusive franchises for the retail sale of
electricity in specified service territories. As a result,
competition in the retail market has been limited to (i)
competition with alternative fuel suppliers, primarily for heating
and cooling, (ii) competition with customer-owned generation, and
(iii) direct competition among electric utilities to attract major
new facilities to their service territories. These competitive
pressures have led the subsidiaries of NEES (NEES Companies) and
other utilities to offer, from time to time, special discounts or
service packages to certain large customers.
In states across the country, including Massachusetts, Rhode
Island, and New Hampshire, there have been an increasing number of
proposals to allow retail customers to choose their electricity
supplier, with incumbent utilities required to deliver that
electricity over their transmission and distribution systems (also
known as "retail wheeling"). If electric customers were allowed to
choose their electricity supplier, the Retail Companies' role would
change and they would provide only distribution services. Power
would be provided by power generators and marketers, which could be
either affiliated or non-affiliated companies. In these
competitive circumstances, utilities across the country that
operate generation plants, such as NEP, would face the risk that
market prices may not be sufficient to recover the costs of the
commitments incurred to supply customers under a regulated
industry structure. The amount by which costs exceed market prices
is commonly referred to as "stranded costs".
<PAGE>
The NEES Companies derive approximately 70 percent, 23 percent,
and 3 percent of their electric sales revenues from ultimate
customers in Massachusetts, Rhode Island, and New Hampshire,
respectively. Each of the Retail Companies purchases electricity
under wholesale all-requirements contracts with NEES's wholesale
generating subsidiary, NEP and resell it to their customers.
Legislative or utility initiatives, such as Choice: New England,
could ultimately result in changes in the relationship between NEP
and its all-requirements customers.
Choice: New England
In October 1995, the NEES Companies announced a plan to allow
all customers of electric utilities in Massachusetts, Rhode Island,
and New Hampshire to choose their power supplier beginning in 1998.
The plan, Choice: New England, was developed in response to 1995
decisions by the Massachusetts Department of Public Utilities
(MDPU) and the Rhode Island Public Utilities Commission (RIPUC)
that approved a set of principles for industry restructuring.
These principles include allowing utilities the opportunity to
recover stranded costs. Choice: New England was formally filed by
Mass. Electric with the MDPU in February 1996. In March 1995, the
RIPUC ordered all utilities in Rhode Island to file restructuring
plans by April 12, 1996. In response to a RIPUC order,
Narragansett plans to file a similar version of Choice: New England
with the RIPUC in April 1996.
Under Choice: New England, the Retail Companies would no longer
sell electricity to their customers. Instead, customers would
purchase electricity from a supplier of their choice, with the
Retail Companies remaining responsible for providing distribution
services to customers under regulated rates. Transmission services
would be provided by a new affiliate, NEES Transmission Services,
Inc. (NEES Trans), which would be formed by NEES to provide
comparable service across the NEES Companies' transmission system.
NEP has recently filed a proposed tariff rate with the Federal
Energy Regulatory Commission (FERC) whereby its transmission
facilities would be operated by NEES Trans subsidiary pursuant to
a support agreement. See RATES, page 14.
Under Choice: New England, the pricing of generation would be
deregulated. However, customers would have the right to receive
service under a "standard offer" from the incumbent utility or its
affiliate, the pricing of which would be approved in advance by
legislators or regulators. Customers electing the standard offer
would be eligible to choose an alternative power supplier at any
time, but would not be allowed to return to the standard offer.
Under Choice: New England, transmission and distribution rates
would remain regulated.
<PAGE>
Under Choice: New England, the Retail Companies' wholesale
contracts with NEP would be terminated. In return, Choice: New
England proposes that the cost of NEP's past generation commitments
be recovered from the Retail Companies through a contract
termination charge. The Retail Companies would, in turn, seek to
recover the payments to NEP through a wires access or transition
charge to retail customers. Those commitments, which are
currently estimated at approximately $4 billion on a present value
basis, primarily consist of (i) generating plant commitments, (ii)
regulatory assets, (iii) purchased power contracts, and (iv) the
operating cost of nuclear plants which cannot be mitigated by
shutting down the plants (otherwise referred to as "nuclear costs
independent of operation"). Sunk costs associated with utility
generating plants, such as past capital investments, and regulatory
assets would be recovered over ten years. The return on equity
related to the unrecovered capital investments and regulatory
assets would be reduced to one percentage point over the rate on
long-term "BBB" rated utility bonds. Purchased power contract
costs and nuclear costs independent of operation would be recovered
as incurred over the life of those obligations, a period expected
to extend beyond ten years. The access charge would be set at
three cents per kWh for the first three years. Thereafter, the
access charge would vary, but is expected to decline. The
provisions of Choice: New England, including the proposed access
charge, are subject to state approval and FERC approval.
In March 1996, Mass. Electric filed a request with the MDPU to
allow the implementation of two pilot programs to test the plan.
The first would allow certain high technology customers in
Massachusetts representing 1 percent of the NEES Companies' retail
sales to have direct access to alternative power suppliers
beginning in July 1996. The second would allow residential and
small business customers in Massachusetts representing 0.5 percent
of the NEES Companies' retail sales to have direct access
beginning September 1, 1996.
Three other utilities and the Massachusetts Division of Energy
Resources (DOER) also filed plans with the MDPU in February 1996.
The DOER's plan calls for direct access for all customers beginning
in 1998 with a pilot program beginning in 1997. The DOER plan,
however, proposes that, in exchange for stranded cost recovery,
utilities divest their generating assets, either through sale or
spinoff. The NEES Companies do not support the DOER mandatory
divestiture proposal. The MDPU is expected to issue regulations on
industry restructuring in September 1996 and to issue orders on the
individual utility plans in 1997.
<PAGE>
Rhode Island Legislation
In February 1996, the Speaker and Majority Leader of the House
of Representatives of the Rhode Island Legislature announced the
filing of legislation which would allow electric consumers in Rhode
Island to choose their power supplier. Under the proposed
legislation, large manufacturing customers and new large non-
manufacturing customers would gain access to alternative power
suppliers over a two-year period beginning in 1998. These
customers represent approximately 14 percent of Narragansett's
retail kWh sales. The balance of Rhode Island customers would gain
access over a two- year period beginning in the year 2000, or
earlier if consumers of 50 percent of the electricity in New
England gain similar rights to choose their power supplier. The
NEES Companies have announced their support for the proposed
legislation.
A key provision of the legislation authorizes utilities to
recover the cost of past generation commitments through a
transition access charge on utility distribution wires. The
legislation divides those past commitments in the same manner as
Choice: New England. The legislation proposes a 12-year recovery
period for utility generation commitments and regulatory assets.
The legislation would require Narragansett to transfer its 10
percent share of the Manchester Street Station and its transmission
facilities to separate affiliates at net book value. (For further
discussion on the Manchester Street Station repowering project, see
Construction and Financing, page 44.)
The legislation also establishes performance-based rates for
distribution utilities, such as Narragansett. Under the
legislation, Narragansett would be entitled to increase its
distribution rates by approximately $10 million annually, for the
period 1997 through 1999, less any increases in wholesale base
rates from NEP passed on by Narragansett to customers. For those
three years, Narragansett's return on equity would be subject to a
floor of 6 percent and a ceiling of 11 percent. Earnings over the
ceiling would be shared equally between customers and shareholders
up to an absolute cap on return on equity of 12.5 percent. To the
extent that earnings fall below the floor, Narragansett would be
authorized to surcharge customers for the shortfall. Consideration
by the Rhode Island Legislature of the proposed legislation is
expected to be completed by the summer of 1996.
Previously, in 1995, the Rhode Island Legislature passed
legislation that would have allowed certain industrial customers to
buy power from alternative suppliers, rather than through the local
electric utility. Narragansett urged the Governor of Rhode Island
<PAGE>
to veto the legislation because Narragansett believed it would
result in piecemeal deregulation that would not be fair to
customers or shareholders. The Governor vetoed the proposed
legislation, in part because of commitments by Narragansett to
provide a two-year rate discount to manufacturing customers (see
RATES, page 14) and to submit a specific and detailed proposal to
the RIPUC addressing the issues associated with providing large
customers with access to Narragansett's distribution system for the
purpose of choosing an alternative power supplier.
Other Legislative and Regulatory Initiatives
In February 1996, the New Hampshire House of Representatives
passed a bill requiring utilities in that state to file plans by
June 1996 with the New Hampshire Public Utilities Commission
(NHPUC) to provide customers with access to alternative suppliers.
The bill allows the NHPUC significant discretion in determining the
appropriate level of stranded cost recovery. The bill would
authorize the NHPUC to impose a plan on utilities if none is filed
and approved by July 1997. The bill is pending in the state
Senate.
In January 1996, Granite State reached an agreement with the
NHPUC staff to conduct a retail access pilot for 3 percent of
Granite State's customers. If approved by the NHPUC and the FERC,
participating customers in the pilot will pay access charges that
are on average over 90 percent of the charges proposed under
Choice: New England. The agreement was reached in response to 1995
legislation which directed the NHPUC to establish a pilot program
for the state's utilities. The agreement includes more favorable
terms regarding stranded cost recovery than preliminary pilot
guidelines issued by the NHPUC. In February 1996, the NHPUC
indicated that further review of certain assumptions made in the
agreement was necessary. The Commission also expanded the pilot to
include new large commercial and industrial customers. Separately,
in June 1995, the NHPUC issued a decision stating that franchise
territories in New Hampshire are not exclusive as a matter of law.
That decision is under appeal.
In February 1996, the MDPU denied the recovery of stranded
power generation costs in the context of the town of Stow,
Massachusetts, attempting to purchase the distribution assets in
that town owned by the neighboring Hudson Municipal Light
Department. Although the MDPU reaffirmed its general position that
utilities should have a reasonable opportunity to recover net, non-
mitigable, stranded costs, it refused to allow recovery in this
case stating that Hudson had not sufficiently demonstrated that
stranded costs would be incurred and made no effort to mitigate any
such costs. Both parties have appealed the MDPU decision, and the
MDPU has stayed its decision pending appeal.
<PAGE>
In August 1995, the MDPU issued an order requiring a customer
of another utility who installed cogenerating equipment to pay 75
percent of that utility's stranded costs attributable to serving
the customer's load. The MDPU indicated the decision did not set
a precedent for stranded cost recovery as part of industry
restructuring. In March 1996, the FERC ruled that it would not
review the MDPU's decision. The customer is expected to appeal the
decision to the courts.
In March 1995, the FERC issued a Notice of Proposed Rulemaking
(NOPR) in which it stated that it is appropriate that legitimate
and verifiable stranded costs be recovered from departing customers
as a result of wholesale competition. The FERC also indicated
that costs stranded as a result of retail competition would be
subject to state commission review if the necessary statutory
authority exists and subject to FERC review if the state commission
does not have such authority. A final decision is expected during
1996. The NOPR also addressed open access transmission and
indicated that those utilities owning transmission facilities would
be required to file a tariff to make available comparable
transmission service. For further discussion, see RATES, page 14.
Risk Factors
The major risk factors affecting recovery of at-risk assets
are: (i) regulatory and legal decisions, (ii) the market price of
power, and (iii) the amount of market share retained by the NEES
Companies. First, there can be no assurance that a final
restructuring plan ordered by regulatory bodies, or the courts, or
through legislation will include an access charge that would fully
recover stranded costs. If laws are enacted or regulatory
decisions are made that do not offer an opportunity to recover
stranded costs, NEES believes it has strong legal arguments to
challenge such laws or decisions. Such a challenge would be based,
in part, on the assertion that subjecting utility generating
assets to competition without compensation for stranded costs,
while requiring utilities to open access to their wires at historic
cost-based rates, would constitute an unconstitutional taking of
property without just compensation. Second, the access charge
proposed under Choice: New England recovers only sunk costs, such
as plant expenditures and contractual commitments. Because of a
regional surplus of electric generation capacity, current wholesale
power prices in the short-term market are based on the short-run
fuel costs of generating units. Such wholesale prices are not
currently providing a significant contribution toward other
marginal costs, such as operation and maintenance expenses. The
NEES Companies expect this situation to continue in a retail
<PAGE>
market. Third, revenues will also be affected by the NEES
Companies' ability to retain existing customers and attract new
customers in a competitive environment. As a result of the
pressure on market prices and market share, it is likely that, even
if Choice: New England is implemented, the NEES Companies would
experience losses in revenue for an indeterminate period and
increased revenue volatility.
The major risk factors affecting the Retail Companies relate
to the possibility of adverse regulatory decisions or legislation
which limit the level of revenues the Retail Companies are allowed
to charge for their services. Each of the Retail Companies' all-
requirements purchased power contract with NEP requires either
party to give seven years notice prior to terminating the contract.
Termination of the contract would create stranded costs at NEP that
NEP would seek to recover from the Retail Companies pursuant to the
contract. In that event, the Retail Companies would seek recovery
of such stranded costs from their customers. However, there is no
assurance that the final restructuring plans ordered by state
regulatory bodies or state legislatures will include provisions
that allow the Retail Companies to fully recover any stranded costs
passed on to the Retail Companies by NEP. In such an event, the
Retail Companies could be faced with a significant amount of costs
being billed to them by NEP that the Retail Companies could not
fully recover from retail customers, for which the Retail Companies
would seek a remedy in the courts. In addition, there is no
assurance that any performance incentive system, which regulators
might ultimately adopt with respect to any of the Retail Companies'
distribution activities, would allow the Retail Companies to fully
recover prudently incurred costs and earn a reasonable return on
investment.
Historically, electric utility rates have been based on a
utility's costs. As a result, electric utilities are subject to
certain accounting standards that are not applicable to other
business enterprises in general. Financial Accounting Standards
No. 71, Accounting for the Effects of Certain Types of Regulation
(FAS 71), requires regulated entities, in appropriate
circumstances, to establish regulatory assets and liabilities, and
thereby defer the income statement impact of certain costs that are
expected to be recovered in future rates. The effects of
regulatory, legislative, or utility initiatives could, in the near
future, cause all or a portion of the NEES Companies' operations to
cease meeting the criteria of FAS 71. In that event, the
application of FAS 71 to such operations would be discontinued and
a non-cash write-off of previously established regulatory assets
and liabilities related to such operations would be required. At
December 31, 1995, NEES had consolidated pre-tax regulatory assets
(net of regulatory liabilities) of approximately $600 million, of
<PAGE>
which about $500 million is related to its subsidiaries' generation
business (including approximately $200 million related to oil and
gas properties regulated as part of the generation business which
is recoverable in its entirety from NEP), $54 million is related to
Mass. Electric, and $48 million is related to Narragansett. If
competitive or regulatory change should cause a substantial revenue
loss or lead to the permanent shutdown of any generating
facilities, a write-down of plant assets could be required pursuant
to Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of (FAS 121). In addition, FAS 121 requires that all
regulatory assets, which must have a high probability of recovery
to be initially established, must continue to meet that high
probability standard to avoid being written off. FAS 121, which is
effective for NEES and its subsidiaries in January 1996, is not
expected to have a material adverse impact on the financial
condition or results of operations upon adoption, based on the
current regulatory environment in which NEES's subsidiaries
operate. However, the impact in the future may change as
competitive factors and potential restructuring influence the
electric utility industry.
RATES
General
In 1995, 73% of the System's electric utility revenues was
attributable to NEP, whose rates are subject to regulation by the
FERC. The rates of Mass. Electric, Narragansett, and Granite State
are subject to the respective jurisdictions of the state regulatory
commissions in Massachusetts, Rhode Island, and New Hampshire.
The rates of each of the Retail Companies contain a purchased
power cost adjustment clause (PPCA). The PPCA is designed to allow
the Retail Companies to pass on to their customers changes in
purchased power expense resulting from changes allowed by the FERC
in NEP's rates. PPCA changes become effective on the dates
specified in the filing of the adjustments with the state
regulatory commission (not earlier than 30 days after such filing)
unless the state regulatory commission orders otherwise. There
have been, on occasion, regulatory delays in permitting PPCA
increases. Narragansett and Granite State rates have PPCA clauses
that fully reconcile on an annual basis purchased power expenses
incurred by the companies against purchased power related revenues.
Under a case decided by the Rhode Island Supreme Court in 1977
(Narragansett v. Burke), NEP's wholesale rates must be accepted as
<PAGE>
allowable expenses for rate-making purposes by state commissions in
retail rate proceedings. In 1986 and 1988 the U.S. Supreme Court
reaffirmed this doctrine in two cases that did not involve NEP.
However, the Narragansett v. Burke doctrine has been indirectly
challenged by a number of state regulatory commissions which have
held that federal preemption of the regulation of wholesale
electric rates does not preclude the state commission from
reviewing the prudence of a utility's decision to purchase power
under a FERC-approved rate, and from disallowing costs if it finds
that the purchase was an imprudent choice among alternative
sources. In a 1985 opinion, the New Hampshire Supreme Court took
this position on the issue of state regulation of wholesale power
purchases. Also, legislation has been filed from time to time in
Congress that would have eroded or repealed the doctrine. If state
commissions were to refuse to allow the Retail Companies to include
the full cost of power purchased from NEP in their rates, System
earnings could be adversely affected.
The rates of NEP and the Retail Companies contain fuel
adjustment clauses that allow the rates to be adjusted to reflect
changes in the cost of fuel. NEP's fuel clause is on a current
basis. Mass. Electric has a fuel clause billing procedure that
provides for billing of fuel costs estimated on a quarterly basis,
while fuel costs billed by Narragansett and Granite State are
estimated on a semi-annual basis. Billings are adjusted in the
subsequent period for any excess or deficiency in fuel cost
recovery.
For a discussion of rates in a more competitive environment,
see COMPETITIVE CONDITIONS, page 7.
NEP Rates
In February 1995, the FERC approved a rate agreement filed by
NEP. Under the agreement, which became effective January 1995,
NEP's base rates are frozen through 1996. Before this rate
agreement, NEP's rate structure contained two surcharges that were
recovering the costs of a coal conversion project and a portion of
NEP's investment in the Seabrook 1 nuclear unit (Seabrook 1).
These two surcharges fully recovered their related costs by
mid-1995. However, under the rate agreement, the revenues continue
to be collected as part of base rates. The agreement also provides
for (i) full recovery of costs associated with the Manchester
Street Station repowering project, which began commercial operation
during the second half of 1995, (ii) the recovery of approximately
$50 million of deferred costs associated with terminated purchased
power contracts and postretirement benefits other than pensions
(PBOPs) over seven years, (iii) full recovery of currently incurred
PBOP costs, (iv) the recovery over three years of $27 million of
<PAGE>
costs related to the dismantling of a retired generating station in
Rhode Island and the replacement of a turbine rotor at one of NEP's
generating units, and (v) increased recovery of depreciation
expense by approximately $8 million annually to recognize costs
that will be incurred upon the eventual dismantling of its Brayton
Point and Salem Harbor generating plants. Under the agreement,
approximately $15 million of the $38 million in Seabrook 1 costs
scheduled for recovery in 1995 pursuant to a 1988 settlement
agreement were deferred for recovery in 1996.
Finally, the agreement provided that NEP would reimburse its
wholesale customers for discounts provided by those wholesale
customers to their retail customers under service extension
discount (SED) programs. Under these programs, retail customers
are entitled to such discounts only if they have signed an
agreement not to purchase power from another supplier or generate
any additional power themselves for a three to five year period.
Reimbursements in 1995 totaled $12 million.
The FERC's approval of this rate agreement applies to all of
NEP's customers except the Milford Power Limited Partnership
(MPLP). MPLP, owner of a gas-fired power plant in Milford,
Massachusetts, has protested this rate agreement based on issues
related to the Manchester Street Station repowering project. See
LEGAL PROCEEDINGS , page 60.
Transmission Rates
In response to the FERC NOPR discussed above, NEP and NEES
Trans, a proposed new subsidiary of NEES, filed transmission
tariffs in March 1996 at the FERC that will become applicable for
all wholesale transmission transactions, including those of the
Retail Companies. Under the proposed tariffs and accompanying
support agreements, NEES Trans will provide all wholesale
transmission services involving the NEES Companies' facilities
under comparable, nondiscriminatory transmission rates. The
existing NEES Companies would turn operational control of their
transmission facilities over to NEES Trans in exchange for support
payments from NEES Trans for these facilities. The existing NEES
Companies may, at a later date, transfer their transmission assets
to NEES Trans. The net book values of NEP's and Narragansett's
transmission systems are approximately $340 million and $80
million, respectively. NEP is requesting that its filing become
effective by June 1, 1996 or upon approval by the Securities and
Exchange Commission (SEC), for the establishment of this new
company. If approved as filed, the implementation of the tariffs
would not have a significant impact on NEP's revenues.
<PAGE>
Mass. Electric Rates
Rate schedules applicable to electric services rendered by
Mass. Electric are on file with the MDPU.
The MDPU approved a $31 million increase to base rates for
Mass. Electric, effective October 1, 1995.
In 1993, the MDPU approved a rate agreement filed by Mass.
Electric, the Massachusetts Attorney General, and two groups of
large commercial and industrial customers. Under the agreement,
effective December 1, 1993, Mass. Electric implemented an 11-month
general rate decrease of $26 million (annual basis). This rate
reduction continued in effect through October 31, 1994, at which
time rates increased to the previously approved levels. The
agreement also provided for the recognition of electricity
delivered but not yet billed (unbilled revenues) for accounting
purposes. Unbilled revenues at September 30, 1993 of approximately
$35 million were amortized to income over 13 months ending December
1994. The agreement further provided for rate discounts for large
commercial and industrial customers who signed agreements to give
a five year notice to Mass. Electric before they purchase power
from another supplier or generate any additional power themselves.
In addition, commencing in 1995 the cost of these discounts is
being passed on to NEP as a result of a NEP rate settlement that
was approved by the FERC in early 1995.
The 1993 agreement also resolved all rate recovery issues
associated with environmental remediation costs of Massachusetts
manufactured gas waste sites formerly owned by Mass. Electric and
its affiliates, as well as certain other environmental cleanup
costs. See Hazardous Substances, page 40.
Narragansett Rates
Rate schedules applicable to electric services rendered by
Narragansett are on file with the RIPUC and the Rhode Island
Division of Public Utilities and Carriers.
The RIPUC approved a settlement agreement that provides for a
$15 million increase to base rates for Narragansett effective
December 1, 1995. The RIPUC also approved $3 million of new
discounts for manufacturing customers, the costs of which are not
being recovered from other customers.
In February 1995, the FERC approved a rate agreement, effective
in January 1995, for NEP. This rate agreement, among other things,
increased the credits Narragansett receives from NEP for the costs
of owning and operating its generation and transmission facilities
<PAGE>
by $14 million on an annual basis. Narragansett supplies all of
the output of its generating facilities to NEP. The increase in
the credits reflects Narragansett's 10 percent investment in the
Manchester Street Station, which entered commercial operation in
the second half of 1995, and the transmission facilities associated
with the station, which were placed in service in September 1994.
An additional increase in these credits of approximately $2 million
took effect in January 1996.
In 1994, the RIPUC approved a rate agreement between
Narragansett and the Rhode Island Division of Public Utilities and
Carriers that provided for Narragansett to recognize, for
accounting purposes, $14 million of unbilled revenues over a 21
month period which ended in December 1995. The agreement further
provided for rate discounts for large commercial and industrial
customers who signed agreements to give a five-year notice to
Narragansett before they purchase power from another supplier or
generate any additional power themselves. In addition, commencing
in 1995 the cost of these discounts is being passed on to NEP as a
result of the NEP rate settlement referred to above.
Effective March 1993, the RIPUC approved a new PPCA mechanism
for the recovery of all of Narragansett's purchased power costs,
excluding fuel charges which continue to be recovered through a
separate adjustment mechanism. Under the new mechanism any over or
under-collections of purchased power expense will ultimately be
passed on to customers including the effects of peak-demand billing
fluctuations. Narragansett accrues the effects of this new
mechanism on its books on a current basis.
Effective January 1993, the RIPUC approved a $1.5 million
increase in rates for Narragansett, representing the first step of
a three-year phase-in of Narragansett's recovery of costs
associated with PBOPs. The second and third $1.5 million increases
took effect in January 1994 and 1995, respectively.
A 1986 Rhode Island Supreme Court decision held that the
RIPUC's rate-making power includes the authority to order refunds
of amounts earned in excess of an allowed return. As a result, the
RIPUC monitors Narragansett's earnings on a regular basis.
Granite State Rates
In July 1995, Granite State filed a $2.6 million rate increase
request with the NHPUC. On October 31, 1995, Granite State
received approval to collect an interim increase of $0.9 million,
effective November 1, 1995, subject to refund or surcharge pending
the final outcome of the full case. The NHPUC staff is
recommending a rate decrease of approximately $0.3 million. A
final decision is expected in 1996.
<PAGE>
Commencing in 1995, Granite State began offering discounts to
large commercial and industrial customers who give Granite State a
five year notice before they purchase power from another supplier
or generate additional power themselves. Granite State is
reimbursed for these discounts by NEP.
Effective July 1, 1993, the NHPUC approved a $0.7 million
increase in rates for Granite State to recover costs associated
with PBOPs.
Effective March 1993, the NHPUC authorized a $2.0 million rate
increase for Granite State, with a retroactive adjustment to
September 15, 1992 to reflect the difference between the authorized
amount and the $1.4 million Granite State had been collecting on an
interim basis since September 15, 1992.
Recovery of Demand-Side Management Expenditures
The three Retail Companies offer conservation and load
management programs, usually referred to in the industry as Demand-
Side Management (DSM) programs, which are designed to help
customers use electricity efficiently, as a part of meeting the
NEES Companies' future resource needs and customers' needs for
energy services.
The Retail Companies regularly file their DSM programs with
their respective regulatory agencies and have received approval to
recover DSM program expenditures in rates on a current basis.
Mass. Electric's expenditures were $53 million, $59 million, $47
million in 1995, 1994, and 1993, respectively. Narragansett's
expenditures were $9 million, $10 million, and $12 million in 1995,
1994, and 1993, respectively. Since 1990, the Retail Companies
have been allowed to earn incentives based on the results of their
DSM programs. The Retail Companies must be able to demonstrate the
electricity savings produced by their DSM programs to their
respective state regulatory agencies before incentives are
recorded. Mass Electric recorded $5.1 million, $7.1 million, and
$6.7 million of before-tax incentives in 1995, 1994, and 1993,
respectively. Narragansett recorded $0.5 million, $0.6 million,
and $0.5 million of before-tax incentives in 1995, 1994, and 1993,
respectively. The Retail Companies have received regulatory orders
that will give them the opportunity to continue to earn incentives
based on 1996 DSM program results.
<PAGE>
GENERATION
Energy Mix
The following table displays the contributions of various fuel
sources and other generation to total net generation of electricity
by NEP during the past three years, as well as an estimate for
1996:
<TABLE>
<CAPTION>
% of Net Generation
------------------------------
Estimated Actual
--------- -------------------
1996 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Coal 34 38 37 38
Nuclear 19 14 19 18
Gas (1) 27 22 16 16
Oil 2 10 10 11
Hydroelectric 6 5 6 6
Hydro-Quebec 6 5 6 5
Renewable Non-Utility
Generation (2) 6 6 6 6
--- --- --- ---
100 100 100 100
(1) Gas includes both utility and non-utility generation.
(2) Waste to energy and hydro.
</TABLE>
Electric Utility Properties
The electric utility properties of the System companies consist
of NEP's and Narragansett's fossil-fuel base load and intermediate
load steam and combined cycle generating units, conventional and
pumped storage hydroelectric stations, internal combustion peaking
units, portions of fossil fuel and nuclear generating units, the
ownership interests of NEET, Mass. Hydro, and N.H. Hydro in the
Hydro-Quebec Interconnection, and an integrated system of
transmission lines, substations, and distribution facilities. See
MAP - ELECTRIC UTILITY PROPERTIES, page 24.
NEP's integrated system consists of 2,284 circuit miles of
transmission lines, 117 substations with an aggregate capacity of
13,718,538 kVA, and 7 pole or conduit miles of distribution lines.
The properties of Mass. Electric and Narragansett include
substations and distribution and transmission lines, which are
interconnected with transmission and other facilities of NEP. At
December 31, 1995, Mass. Electric owned 256 substations, which had
<PAGE>
an aggregate capacity of 2,794,364 kVA, 142,636 line transformers
with the capacity of 7,315,338 kVA, and 15,726 pole or conduit
miles of distribution lines. Mass. Electric also owns 83 circuit
miles of transmission lines. At December 31, 1995, Narragansett
owned 237 substations, which had an aggregate capacity of 2,803,118
kVA, 48,828 line transformers with the capacity of 2,090,935 kVA,
and 4,297 pole or conduit miles of distribution lines.
Narragansett, in addition, owns 325 circuit miles of transmission
lines.
Substantially all of the properties and franchises of Mass.
Electric, Narragansett, and NEP are subject to the liens of
indentures under which mortgage bonds have been issued. For
details of the mortgage liens on these properties see the long-term
debt note in Notes to Financial Statements in each of these
companies' respective 1995 annual reports. The properties of NEET
are subject to a mortgage under its financing arrangements.
<PAGE>
<TABLE>
The net capability at December 31, 1995, and the net generation for the
twelve months ended December 31, 1995, from all sources were as follows:
<CAPTION>
Year(s)
Placed Energy Net Net
Source Location In-Service Source Capability Generation
------ -------- ---------- ------ ---------- -------------
Fossil Fuel Units (MW) (000's of MWh)
<S> <C> <C> <C> <C> <C>
Brayton Point
Station
Units 1,2 & 3 Somerset, 1963-1969 Coal-Oil-Gas(a) 1,130 7,137
Unit 4 Mass. 1974 Oil-Gas 446 1,220
Salem Harbor
Station
Units 1,2 & 3 Salem, 1952-1958 Coal-Oil(a) 314 1,893
Unit 4 Mass. 1972 Oil 400 661
Manchester St. Prov., 1941-1949, Gas-Oil 513 640
Station(b) R.I. 1995
Other System Me., 1963-1978 Oil 101 59
Units(c) Mass.
Hydroelectric Units(d)
Conventional Mass.,N.H.
& Vt. 1909-1987 Water 577 1,258
Pumped Storage
Bear Swamp Rowe, Mass. 1974 Water 589 (196)
Nuclear Units(e)
Yankees Conn., Me., 1968-1972 Nuclear 341 1,279
and Vt.
Millstone 3 Waterford, 1986 Nuclear 140 978
Conn.
Seabrook 1 Seabrook, 1990 Nuclear 115 835
N.H.
Other(f) - - - 1,038 7,729
----- ------
Total 5,704 23,493
===== ======
</TABLE>
<PAGE>
(a) These units currently burn coal, but are also capable of
burning oil. In addition Brayton Point Units 1, 2, and 3 are
capable of limited co-firing of natural gas.
(b) For a discussion of the Manchester Street Station repowering
project, see Construction and Financing on page 44.
(c) Includes (i) an interest in a jointly owned oil-fired unit in
Yarmouth, Maine, and (ii) diesel units at various locations.
(d) See Hydroelectric Project Licensing, page 38.
(e) See Nuclear Units, page 29.
(f) Capability includes contracted purchases (1,402) less contract
sales (364 MW). Net generation includes the effects of the
above contracted purchases and economy interchanges through the
New England Power Exchange (including a 2 MW capacity credit
associated with purchases from Hydro-Quebec and purchases from
non-utility generation). For further information see Non-
Utility Power Producer Information, page 27.
NEP and Narragansett are members of the New England Power Pool
(NEPOOL). Mass. Electric and Granite State participate in NEPOOL
through NEP. The NEPOOL Agreement provides for coordination of the
planning and operation of the generation and transmission
facilities of its members. The NEPOOL Agreement incorporates
generating capacity reserve obligations, provisions regarding the
use of major transmission lines, and provisions for payment for
facilities usage. The NEPOOL Agreement further provides for New
England-wide central dispatch of generation through the New England
Power Exchange. Through NEPOOL, operating and capital economies
are achieved and reserves are established on a region-wide rather
than an individual company basis.
The 1995 NEPOOL peak demand of 20,499 MW occurred on July 27,
1995. This was slightly below the all time NEPOOL peak demand of
20,519 MW set on July 21, 1994.
The 1995 summer peak for the System of 4,381 MW occurred at
the same day as the NEPOOL peak demand. The previous all-time peak
load of 4,385 MW occurred on July 21, 1994. The 1995-1996 winter
peak of 4,069 MW occurred on December 14, 1995.
<PAGE>
MAP
(Displays electric utility properties of NEES subsidiaries)
<PAGE>
Fuel for Generation
NEP burned the following amounts of coal, residual oil, and gas
during the past three years:
1995 1994 1993
---- ---- ----
Coal (in millions of tons) 3.4 3.3 3.2
Oil (in millions of barrels) 1.7 3.4 5.0
Natural Gas (in billions of cubic feet) 16.2 4.0 0.7
Coal Procurement Program
Depending on coal-fired generating unit availability and the
degree to which the units are dispatched, NEP's 1996 coal
requirements should range between 3.5 and 3.8 million tons. NEP
obtains its domestic coal under contracts of varying lengths and on
a spot basis from domestic coal producers in Kentucky, West
Virginia, and Virginia, and from mines in Colombia and Venezuela.
Two different rail systems (CSX and Norfolk Southern) transport
coal from domestic sources to loading ports on the east coast.
NEP's coal is transported from east coast ports by ocean-going
collier to Brayton Point and Salem Harbor. NEP has a term charter
with the Energy Enterprise, a self-unloading collier, which carries
most of NEP's U.S. coal and a portion of foreign coal. See LEGAL
PROCEEDINGS, page 60. NEP also charters other coal-carrying
vessels for the balance of foreign coal, and presently has
contracts of affreightment with Canada Steamship Lines,
International and Malbulk Shipping Inc.. As protection against
interruptions in coal deliveries, NEP maintains average coal
inventories at its generating stations of 35 to 55 days.
To meet environmental requirements, NEP uses coal with a
relatively low sulphur content. NEP's average price for coal
burned, including transportation costs, calculated on a 26 million
Btu per ton basis, was $43.53 per ton in 1993, $42.90 in 1994, and
$42.25 in 1995. Based on a 42 gallon barrel of oil producing 6.3
million Btu's, these coal prices were equivalent to approximately
$10.57 per barrel of oil in 1993, $10.41 in 1994, and $10.25 in
1995.
Oil Procurement Program
Depending on unit availability, dispatch, and the relationship
of oil and gas prices, the System's 1996 oil requirements are
expected to be approximately 1.5 to 2.0 million barrels. The
System obtains its oil requirements through contracts with oil
<PAGE>
suppliers and purchases on the spot market. Current contracts
provide for minimum purchases of 0.4 million barrels at market
related prices. The System currently has a total storage capacity
for approximately 1.5 million barrels of residual and diesel fuel
oil. The System's average cost of oil burned, calculated on a 6.3
million Btu per barrel basis, was $13.30 in 1993, $13.17 in 1994,
and $14.46 in 1995.
Natural Gas
NEP uses natural gas at Manchester Street (see Construction and
Financing, page 44) and, when gas is priced less than residual fuel
oil, at Brayton Point Unit 4. Brayton Point Units 1, 2, and 3 also
have limited capability to co-fire natural gas with coal. In 1995,
approximately 56 billion cubic feet of gas were purchased at an
average cost (excluding pipeline demand charges) of $1.70/MMBTU, 16
billion cubic feet of which were consumed at Brayton Point and
Manchester Street Station. This price was equivalent to
approximately 10.77 per barrel of oil. The remaining gas was sold
to third parties or delivered to an independent power producer
project from which NEP purchases power.
NEP's principal service agreements for firm transportation are
with the following pipeline companies:
(1) 60 million cubic feet per day on TransCanada PipeLines,
Ltd (TransCanada) from western Canada supply sources to
an interconnection with Iroquois Gas Transmission System
(Iroquois). NEP has released 25 million cubic feet per
day of this pipeline capacity on a limited, recallable
basis.
(2) 60 million cubic feet per day on Iroquois to an
interconnection with Tennessee Gas Pipeline Company
(Tennessee).
(3) 60 million cubic feet per day on Tennessee to an
interconnection with Algonquin Gas Transmission Company
(Algonquin).
(4) 60 million cubic feet per day on ANR Pipeline Company
from mid-continent supply sources to an interconnection
with Columbia Gas Transmission (Columbia). NEP has
released 15 million cubic feet per day of this pipeline
capacity on a limited, recallable basis.
(5) 60 million cubic feet per day on Columbia to an
interconnection with Algonquin. NEP has released 15
million cubic feet per day of this pipeline capacity on
a limited, recallable basis.
<PAGE>
(6) 95 million cubic feet per day on Algonquin to NEP's
facilities.
(7) 120 million cubic feet per day on an Algonquin lateral
for deliveries to Brayton Point Station.
NEP has contracts with two Canadian natural gas suppliers for
a total of 35 million cubic feet per day . NEP has not signed any
long-term supply arrangements with mid-continent producers. In
addition, NEP has a 7.5 million cubic feet per day supply contract
with Distrigas Corporation of Massachusetts (DOMAC). Service
commenced December 1, 1995.
Service under the pipeline agreements listed above and the
DOMAC supply contract require minimum fixed payments. NEP's
minimum fixed payments under all pipeline and supply agreements
(including those listed above) are currently estimated to be
approximately $60 million to $65 million per year from 1996 to
2000. Remaining fixed payments from 2001 through 2014 total
approximately $625 million. The amount of the fixed payments is
subject to FERC regulation and will depend on FERC actions
affecting the rates on each of the pipelines.
In connection with managing its fuel supply, NEP uses a portion
of this pipeline capacity to sell natural gas. Proceeds from the
sale of natural gas and pipeline capacity of $71 million, $55
million, and $21 million in 1995, 1994, and 1993, respectively,
have been passed on to customers through NEP's fuel clause.
Natural gas sales are expected to decrease as a result of the
Manchester Street Station entering commercial operation in the
second half of 1995.
Nuclear Fuel Supply
As noted below, NEP participates with other New England
utilities in the ownership of several nuclear units. See Nuclear
Units, page 29. The utilities responsible for supply for these
units are not experiencing any difficulty in obtaining commitments
for the supply of each element of the nuclear fuel cycle.
Non-Utility Power Producer Information
The System companies purchase a portion of the electricity
generated by, or provide back-up or standard service to, 136 small
power producers, cogenerators, or independent power producers (a
total of 5,178,209 MWh of purchases in 1995). As of December 31,
1995, these non-utility generation sources include 26 low-head
<PAGE>
hydroelectric plants, 49 wind or solar generators, seven waste to
energy facilities, 51 cogenerators, and three independent power
producers. The total capacity of these sources is as follows:
In Service Future Projects
(12/31/95) Under Contract
Source (MW) (MW)
------ ---------- ---------------
Hydro 37 -
Wind - 20
Waste to Energy 173 16
Cogeneration 304 -
Independent Power Producers 380 -
---- --
Total 894 36
The in-service amount includes 743 MW of long-term capacity,
16 MW of short-term capacity, and 135 MW treated as load reductions
and includes the Ocean State Power contracts discussed below.
Ocean State Power
Ocean State Power (OSP) and Ocean State Power II (OSP II) are
general partnerships that own and operate a two unit gas-fired
combined cycle electric power plant in Burrillville, R.I. The
first unit began commercial operation on December 31, 1990 and the
second unit went into service on October 1, 1991. The two units
have a combined winter net electrical capability of approximately
562 MW. Each unit's capacity and energy output is sold under
20-year unit power agreements to a group of New England utilities,
including NEP, which has contracts for 48.5% of the output of each
unit. NEP is required to make certain minimum fixed payments to
cover capital and fixed operating costs of these units in amounts
estimated to be $75 million per year.
Resources is a general partner with a 20% interest in both OSP
and OSP II and had an equity investment of approximately $36
million at December 31, 1995.
Interconnection with Quebec
NEET, Mass. Hydro, and New Hampshire Hydro own and operate, on
behalf of NEPOOL participants in the project, a 450 kV direct
current transmission line and related terminals to interconnect the
New England and Quebec transmission systems (the Interconnection).
The transfer capability of the Interconnection is 2,000 MW.
Operating limits implemented by adjacent Power Pools covering New
York, New Jersey, Pennsylvania, and Maryland often restrict the
effective transfer capability to a lower level. NEPOOL members
<PAGE>
purchase from and sell energy to Hydro-Quebec pursuant to several
agreements. The principal agreement calls for NEPOOL members to
purchase 7 billion kWh of energy each year for ten years (the Firm
Energy Contract). Purchases under the Firm Energy Contract totaled
over 5.2 billion kWh in 1995. Net energy deliveries from Hydro-
Quebec over the Interconnection totaled more than 8 billion kWh in
1995. These additional deliveries reflect the use of the
Interconnection by participants to conduct independent transactions
with Hydro-Quebec on a regular basis.
NEP is a participant in both the Phase I and Phase II projects
of the Interconnection. NEP's participation percentage in both
projects is approximately 18%. NEP and the other participants have
entered into support agreements that end in 2020, to pay monthly
their proportionate share of the total cost of constructing,
owning, and operating the transmission facilities. NEP accounts
for these support agreements as capital leases and accordingly
recorded approximately $73 million in utility plant at December 31,
1995. Under the support agreements, NEP has agreed, in conjunction
with any Phase II project debt financing, to guarantee its share of
project debt. At December 31, 1995, NEP had guaranteed
approximately $30 million of project debt. In the event any
Interconnection facilities are abandoned for any reason, each
participant is contractually committed to pay its pro-rata share of
the net investment in the abandoned facilities.
Nuclear Units
General
NEP is a stockholder of Yankee Atomic Electric Company (Yankee
Atomic), Vermont Yankee Nuclear Power Corporation (Vermont Yankee),
Maine Yankee Atomic Power Company (Maine Yankee), and Connecticut
Yankee Atomic Power Company (Connecticut Yankee). Each of these
companies (collectively referred to as the Yankee Companies) owns
a single nuclear generating unit. In addition, NEP is a joint
owner of the Millstone 3 nuclear generating unit in Connecticut and
the Seabrook 1 nuclear generating unit in New Hampshire. Millstone
3 and Seabrook 1 are operated by subsidiaries of Northeast
Utilities (NU). NEP pays its proportionate share of costs and
receives its proportionate share of each unit's output. NEP's
interest and investment in each of the Yankee Companies,
Millstone 3, and Seabrook 1 and the net capability of each plant
are as follows:
<PAGE>
Equity
Net Investment
Capability (12/31/95)
Interest (MW) (in millions)
-------- ---------- -------------
Yankee Atomic 30.0% * $ 7
Vermont Yankee 20.0% 96 10
Maine Yankee 20.0% 158 15
Connecticut Yankee 15.0% 87 15
---- ----
Subtotal 341 $47
Net Investment
in Plant**
(12/31/95)
(in millions)
-------------
Millstone 3 12.2% 140 $386
Seabrook 1 9.9% 115 62
---- ----
Subtotal 255 $448
----
Total 595
====
*Operations permanently ceased
**Excludes nuclear fuel
NEP has a 30% ownership interest in Yankee Atomic which owns
a 185 megawatt nuclear generating station in Rowe, Massachusetts.
In 1992, the Yankee Atomic board of directors decided to
permanently cease power operation of the facility and to proceed
with decommissioning.
NEP has recorded an estimate of its total future payment
obligations for post-operating costs to Yankee Atomic as a
liability and an offsetting regulatory asset of $68 million each at
December 31, 1995, reflecting its expected future rate recovery of
such costs.
NEP purchases the output of the other Yankee nuclear electric
generating plants in the same percentages as its stock ownership of
the Yankee Companies, less small entitlements taken by municipal
utilities for Maine Yankee and Vermont Yankee. NEP has power
contracts with each Yankee Company that require NEP to pay an
amount equal to its share of total fixed and operating costs
(including decommissioning costs) of the plant plus a return on
equity.
<PAGE>
The stockholders of three Yankee Companies (Vermont Yankee,
Maine Yankee, and Connecticut Yankee) have agreed, subject to
regulatory approval, to provide capital requirements in the same
proportion as their ownership percentages of the particular Yankee
Company.
There is widespread concern about the safety of nuclear
generating plants. The Nuclear Regulatory Commission (NRC)
regularly reviews the adequacy of its comprehensive requirements
for nuclear plants. Many local, state, and national public
officials have expressed their opposition to nuclear power in
general and to the continued operation of nuclear power plants.
From time to time, various organizations and individuals file
petitions raising safety concerns at particular nuclear units. It
is possible that this controversy will result in cost increases and
modifications to, or premature shutdown of, the operating nuclear
units in which NEP has an interest.
Maine Yankee is currently operating at 90% power (790 MW) while
the NRC conducts an investigation of allegations made by an
anonymous individual. The allegations contend that Yankee Atomic,
acting as agent for Maine Yankee, knowingly performed inadequate
analyses of the plant's cooling system and that Maine Yankee
misrepresented the analyses to the NRC in order to attain two
license amendments to increase the rated thermal power at which
Maine Yankee may operate. Maine Yankee and Yankee Atomic are also
conducting an internal investigation into the matter. Maine Yankee
is performing a new cooling system analysis in order to address the
NRC's concerns with the existing analyses and intends to submit the
new analysis to the NRC by mid-1996. The schedule for NRC review
of, and action upon, the filing is unknown. The NRC also has on-
going investigations into allegations about safety violations made
by a whistle blower employee at Vermont Yankee.
In January 1996, the NRC added the three units at Millstone
Station to its Category 2 problem plant list. This designation
indicates that "weaknesses have been identified that warrant
increased NRC attention until the licensee demonstrates a period of
improved performance." Although there are significant variations
in the performance of the three units, a number of problems over
the last five years, combined with a failure to sustain improved
performance across all three units and to resolve employee
concerns, resulted in the entire station being placed on the
problem plant list. In addition, the NRC has ordered Millstone
1 and 2 to remain shutdown pending safety verification. NEP has no
ownership interest in either Millstone 1 or 2. In March 1996,
the NRC issued a letter requiring Millstone 3 and Connecticut
Yankee to demonstrate to the NRC within 30 days a plan and schedule
<PAGE>
to ensure that the future operation of those units will be
conducted in accordance with their operating licenses and safety
provisions or face license suspension. The letter was issued based
upon internal documentation provided to the NRC which stated that
Millstone 3 and Connecticut Yankee may have some of the same
underlying problems as Millstone 1 and 2. It is unknown what
effect the increased NRC scrutiny will have on the operations and
cost of Millstone 3 and Connecticut Yankee. Other non-affiliated
facilities which have been on the problem plant list have incurred
substantial additional capital and operating expenditures before
the NRC designation was changed.
On three occasions (most recently in 1987), referenda appeared
on the ballot in Maine that, if passed, would have required the
prompt shutdown of Maine Yankee. All the referenda were defeated.
There is no assurance that similar measures will not appear on
future ballots.
Aging Units
The remaining Yankee plants may experience age-related
deterioration of essential plant equipment or facilities. To the
extent that costly repair, replacement, or maintenance becomes
necessary due to such deterioration, the overall economics of the
unit would have to be re-evaluated and early shut-down of such
units could occur, as was the case with the Yankee Atomic plant.
Maine Yankee was shut down from January 1995 to January 1996
for refueling and repairs to the plant's steam generators.
Analyses of the plant's steam generator tubes during the 1995
refueling revealed that approximately 60% of the tubes had
sustained some level of circumferential cracking. Maine Yankee
repaired the tubes by inserting reinforcing "sleeves" into all
17,100 tubes in its three steam generators. The sleeving repair
was completed at a cost of $26.8 million ($4.8 million NEP share),
significantly under the original $40 million ($7.2 million NEP
share) budget. Maine Yankee has been operating at 90% capacity
since January 1996, and plans to operate at 100% capacity upon
resolution of the NRC investigation referred to above.
Decommissioning
Each of the Yankee Companies includes charges for all or a
portion of decommissioning costs in its cost of energy. These
charges vary depending upon rate treatment, the method of
decommissioning assumed, economic assumptions, site and unit
specific variables, and other factors. Any increase in these
charges is subject to FERC approval.
<PAGE>
Each of the operating nuclear units has established
decommissioning trust funds or escrow funds into which payments are
being made to meet the projected cost of decommissioning and
dismantling its plant. If any of the units were shut down prior to
the end of its operating license, the funds collected for
decommissioning to that point would be insufficient. Estimates of
NEP's pro-rata share (based on ownership) of decommissioning costs,
NEP's share of the actual book values of decommissioning fund
balances set aside for each unit at December 31, 1995, and the
expiration date of the operating license of each plant are as
follows:
<TABLE>
<CAPTION>
NEP's share of
($ in millions)
-----------------------------
Estimated
Decommissioning Fund License
Costs Balances (1) Expiration
Unit (in 1995 $) (12/31/95) Date
---- --------------- ------------ ----------
<S> <C> <C> <C>
Yankee Atomic (2) $86 $33 --
Connecticut Yankee $58 $27 2007
Maine Yankee $71 $28 2008
Vermont Yankee $71 $27 2012
Millstone 3 $58 $14 2025
Seabrook 1 $43 $ 6 2026
(1) Certain additional amounts are anticipated to be
available through tax deductions.
(2) The estimated cost of decommissioning and the Fund Balance
for Yankee Atomic reflect the decommissioning work completed
through 1995.
</TABLE>
NEP is currently collecting through rates amounts for
decommissioning based upon cost estimates and funding methodologies
authorized by FERC. Such estimates are determined periodically for
each plant and may not reflect the current projected cost of
decommissioning.
There is no assurance that decommissioning costs actually
incurred by the Yankee Companies, Millstone 3, or Seabrook 1 will
not substantially exceed these amounts. For example, current
decommissioning cost estimates assume the availability of permanent
repositories for both low-level and high-level nuclear waste which
do not currently exist. NRC rules require that reasonable
assurance be provided that adequate funds will be available for the
decommissioning of commercial nuclear power plants. The rule
<PAGE>
establishes minimum funding levels that licensees must satisfy.
Each of the units in which NEP has an interest has filed a report
with the NRC providing assurance that funds will be available to
decommission the facility.
A Maine statute provides that if both Maine Yankee and its
decommissioning trust fund have insufficient assets to pay for the
plant decommissioning, the owners of Maine Yankee are jointly and
severally liable for the shortfall. The definition of owner under
the statute covers NEP and may cover companies affiliated with it.
NEP and the Retail Companies cannot determine, at this time, the
constitutionality, applicability, or effect of this statute. If
NEP or the Retail Companies were required to make payments under
this statute, they would assess their legal remedies at that time.
In any event, NEP and the Retail Companies would attempt to recover
through rates any payments required. If any claim in excess of
NEP's ownership share were enforced against a NEES company, that
company would seek reimbursement from any other Maine Yankee
stockholder which failed to pay its share of such costs.
High-Level Waste Disposal
The Nuclear Waste Policy Act of 1982 provides a framework and
timetable for selection of sites for repositories of high-level
radioactive waste (spent nuclear fuel) from United States nuclear
plants. The U.S. Department of Energy (DOE) has entered into
contracts with the Yankee Companies, the Millstone 3 joint owners,
and the Seabrook 1 joint owners for acceptance of title to, and
transportation and storage of, this waste. Under these contracts,
each operating unit will pay fees to the DOE to cover the
development and creation of waste repositories. Fees for fuel
burned since April 1983 have been collected by the DOE on an
ongoing basis at the rate of one tenth of a cent per kWh of net
generation. Fees for generation up through April 1983 were
determined by the DOE as follows: $13.2 million for Yankee Atomic,
$48.7 million for Connecticut Yankee, $50.4 million for Maine
Yankee, and $39.3 million for Vermont Yankee. Neither Millstone 3
nor Seabrook 1 has been assessed any fees for fuel burned through
April 1983, because they did not enter commercial operation until
1986 and 1990, respectively.
The Yankee Companies had several options to pay these fees.
Yankee Atomic paid its fee to the DOE for the period through April
1983. The other three Yankee Companies elected to defer payment
until a future date, thereby incurring interest expense. However,
payment to the DOE must occur prior to the first delivery of spent
fuel. Connecticut, Maine, and Vermont Yankee have segregated a
portion of their respective DOE obligations in external accounts.
The remainder of the funds have been used to support general
<PAGE>
capital requirements. All expect to separately fund in full in
external accounts their DOE obligation (including accrued interest)
prior to payment to the DOE. To the extent that any of the three
Yankee Companies is unable to fully meet its DOE obligation at the
prescribed time, NEP might be required to provide additional funds.
Prior to such time that the DOE takes delivery of a plant's
spent nuclear fuel, it is stored on site in spent fuel pools.
Connecticut Yankee, Maine Yankee, Millstone 3, and Seabrook are in
the process of reconfiguring their spent fuel pools to allow for
additional storage capability. Upon successful completion of the
reconfiguring, Connecticut Yankee, Maine Yankee, and Millstone 3
will have sufficient spent fuel pool capacity to support plant
operation through the expiration of their respective current NRC
license. Seabrook 1's licensed storage capacity will allow a full
core discharge until 2011. Vermont Yankee is able to maintain a
full core discharge capability until 2001. Yankee Atomic has
adequate on-site storage capacity for all its spent fuel.
Federal legislation enacted in 1987 directed the DOE to proceed
with the studies necessary to develop and operate a permanent
high-level waste disposal site at Yucca Mountain, Nevada. There is
local opposition to development of this site. Although originally
scheduled to open in 1998, the DOE currently estimates that the
permanent disposal site is not expected to open before 2015.
Nuclear waste legislation mandating DOE acceptance of spent fuel at
an interim storage site in Nevada by January 1, 1998 was introduced
in Congress in 1995. To date, the legislation has not been brought
before the House or the Senate for vote. In January 1996, oral
arguments were heard in a lawsuit filed in the U.S. Court of
Appeals for the District of Columbia Circuit by 25 utilities, 22
public utilities commissions, and 17 states. The lawsuit petitions
the court to declare the 1998 contract date a binding legal
obligation and to order DOE to report back to the court with a plan
for meeting that obligation. The Court is expected to issue a
decision by May 1996.
The legislation enacted in 1987 also provides for the
development of a Monitored Retrievable Storage (MRS) facility and
abandons plans to identify and select a second, permanent disposal
site. An MRS facility would provide temporary storage for
high-level waste prior to eventual permanent disposal. Pending a
vote on the legislation mentioned above, it is not known when an
MRS facility would begin accepting deliveries. Additional delays
due to political and technical problems are likely.
Federal authorities have deferred indefinitely the commercial
reprocessing of spent nuclear fuel.
<PAGE>
Low-Level Waste Disposal
In 1986, the Low-Level Radioactive Waste Policy Amendments Act
was enacted by Congress. This statute allowed the states in which
the three existing low-level waste disposal sites were located to
deny access to non-regional waste generators after 1992. Under the
statute, individual states are responsible for finding local sites
for disposal or forming regional disposal compacts by defined
milestone dates.
None of the states in which NEP holds an interest in a nuclear
facility has met the statutory milestones toward developing
disposal sites. Currently, two low-level waste disposal sites in
the U.S. are accepting non-regional waste, Chem-Nuclear Systems,
Inc.'s site in Barnwell, South Carolina and Envirocare of Utah,
Inc's site in Clive, Utah. The Barnwell facility reopened its
services to most non-regional generators, on July 1, 1995 and is
authorized to remain open until July 1, 2005. In March 1996, the
South Carolina Supreme Court will hear oral arguments on a
challenge to the constitutionality of the legislation re-opening
the Barnwell facility to non-regional generators. Envirocare began
accepting Class A low-level waste in 1995. Class A waste is the
least contaminated of the three categories defining low-level
waste. The Barnwell facility accepts all three categories of
waste. Connecticut Yankee, Maine Yankee, Millstone 3, Seabrook,
and Yankee Atomic are currently shipping low-level waste to these
sites.
The states of Maine and Vermont have established a compact with
Texas for the disposal of low-level waste in Hudspeth County,
Texas. The compact agreement has been approved in all three states
and is now before the U.S. Congress. If Congress approves, the
site is expected to begin accepting waste during 1997 or 1998.
While Maine Yankee has been shipping its low-level waste off-site,
Vermont Yankee has elected to store low-level waste on-site until
that time. The compact releases Maine and Vermont from having to
site an in-state disposal facility. Connecticut, Massachusetts,
and New Hampshire are still required to pursue local or regional
low-level waste disposal facilities. However, Massachusetts is
expected to suspend its search for a local disposal facility in
1996.
Nuclear Insurance
The Price-Anderson Act limits the amount of liability claims
that would have to be paid in the event of a single incident at a
nuclear plant to $8.9 billion (based upon 110 licensed reactors).
The maximum amount of commercially available insurance coverage to
pay such claims is only $200 million. The remaining $8.7 billion
<PAGE>
would be provided by an assessment of up to $79.3 million per
incident levied on each of the nuclear units in the United States,
subject to a maximum assessment of $10 million per incident per
nuclear unit in any year. The maximum assessment, which was most
recently adjusted in 1993, is adjusted for inflation at least every
five years. NEP's current interest in the Yankee Companies
(excluding Yankee Atomic), Millstone 3, and Seabrook 1 would
subject NEP to a $58.0 million maximum assessment per incident.
NEP's payment of any such assessment would be limited to a maximum
of $7.3 million per incident per year. As a result of the
permanent cessation of power operation of the Yankee Atomic plant,
Yankee Atomic has received from the NRC a partial exemption from
obligations under the Price-Anderson Act. However, Yankee Atomic
must continue to maintain $100 million of commercially available
nuclear insurance coverage.
Each of the nuclear units in which NEP has an ownership
interest also carries nuclear insurance to cover the costs of
property damage, decontamination or premature decommissioning and
workers' claims resulting from a nuclear incident. These policies
may require additional premium assessments if losses relating to
nuclear incidents at units covered by this insurance occurring in
a prior six year period exceed the accumulated funds available.
NEP's maximum potential exposure for these assessments, directly,
or indirectly through purchased power payments to the Yankees, is
approximately $17 million per year.
Other Items
Federal legislation requires emergency response plans, approved
by federal authorities, for nuclear generating units. The Yankee
Companies, Seabrook 1, and Millstone 3 are not currently
experiencing difficulty in maintaining approval of their emergency
response plans.
REGULATORY AND ENVIRONMENTAL MATTERS
Regulation
Numerous activities of NEES and its subsidiaries are subject
to regulation by various federal agencies. Under the 1935 Act,
many transactions of NEES and its subsidiaries are subject to the
jurisdiction of the SEC. With the intensifying competitive
pressures within the electric utility industry, there has been
increasing debate about modifying or repealing the 1935 Act. The
System supports its repeal. (See COMPETITIVE CONDITIONS, page 7).
Under the Federal Power Act, certain electric subsidiaries of NEES
are subject to the jurisdiction of the FERC with respect to rates,
<PAGE>
accounting, and hydroelectric facilities. In addition, the NRC has
broad jurisdiction over nuclear units and federal environmental
agencies have broad jurisdiction over environmental matters. The
electric utility subsidiaries of NEES are also subject to the
jurisdiction of regulatory bodies of the states and municipalities
in which they operate.
For more information, see: RATES, page 14, Nuclear Units, page
29, Fuel for Generation, page 25, Environmental Requirements, page
39, and OIL AND GAS OPERATIONS, page 50.
Hydroelectric Project Licensing
NEP is the largest operator of conventional hydroelectric
facilities in New England. Most of NEP's hydroelectric projects
are licensed by the FERC. These licenses expire periodically and
the projects must be relicensed at that time. NEP's present
licenses expire over a period from 2001 to 2020, excluding the
Deerfield River Project discussed below. Upon expiration of a FERC
license for a hydro project, the project may be taken over by the
United States or licensed to the existing, or a new licensee. If
the project were taken over, the existing licensee would receive an
amount equal to the lesser of (i) fair value of the project or
(ii) original cost less depreciation and amounts held in
amortization reserves, plus in either case severance damages. The
net book value of NEP's hydroelectric projects was $241 million as
of December 31, 1995.
In the event that a new license is not issued when the existing
license expires, FERC must issue annual licenses to the existing
licensee which will allow the project to continue operation until
a new license is issued. A new license for a project may
incorporate operational restrictions and requirements for
additional non-power facilities (e.g., fish passage or recreational
facilities) that could affect operation of the project, and may
also require additional capital investment. For example, NEP has
previously received new licenses for projects on the Connecticut
River that involved construction of an extensive system of fish
ladders.
The license for the 84 MW Deerfield River Project expired at
the end of 1993. NEP filed an application for a new license in
1991, which is still under review. NEP has signed, with 15
governmental agencies and advocacy groups, an Offer of Settlement
which embodies operational, environmental and recreational
conditions acceptable to the parties. NEP has received water
quality certifications from the Commonwealth of Massachusetts and
the State of Vermont needed to complete the FERC relicensing
processing. In Vermont the certificate has been appealed by two
<PAGE>
advocacy groups who did not participate in the Offer of Settlement
process. FERC has issued NEP an annual license to continue
operation of the project under the terms and conditions of the
expired license until a new license is issued or other disposition
of the project takes place.
The next NEP project to require a new license will be the 368
MW Fifteen Mile Falls Project on the Connecticut River in New
Hampshire and Vermont. This license expires in 2001. The formal
process of preparing an application for a new license will begin in
1996.
In 1994, the FERC adopted a policy statement in which it
asserted that it has authority over the decommissioning of licensed
hydroelectric projects being abandoned or denied a new license.
However, the FERC has recognized in the process leading to the
policy statement, that mandated project removal would occur in only
rare circumstances. The FERC also declined to require any generic
funding mechanism to cover decommissioning costs. If a project is
decommissioned, the licensee may incur substantial costs.
Environmental Requirements
Existing Operations
The NEES subsidiaries are subject to federal, state, and local
environmental regulation of, among other things: wetlands and
flood plains; air and water quality; storage, transportation, and
disposal of hazardous wastes and substances; underground storage
tanks; and land-use. It is likely that the stringency of
environmental regulation affecting the System and its operations
will increase in the future.
Siting and Construction Activities for New Facilities
All New England states require, in certain circumstances,
regulatory approval for site selection or construction of electric
generating and major transmission facilities. Connecticut, Maine,
Massachusetts, New Hampshire, and Rhode Island also have programs
of coastal zone management that might restrict construction of
power plants and other electrical facilities in, or potentially
affecting, coastal areas. All agencies of the federal government
must prepare a detailed statement of the environmental impact of
all major federal actions significantly affecting the quality of
the environment. The New England states have environmental laws
which require project proponents to prepare reports of the
environmental impact of certain proposed actions for review by
various agencies. The System is not currently constructing
generating plants or major transmission facilities.
<PAGE>
Environmental Expenditures
Total System capital expenditures for environmental protection
facilities have been substantial. System capital expenditures for
such facilities amounted to approximately $23 million in 1993, $51
in 1994, and $39 million in 1995, including expenditures by NEP of
$14 million, $44 million, and $32 million, respectively, for those
years. The System estimates that capital expenditures for
environmental protection facilities in 1996 and 1997 will not be
material to the System.
Hazardous Substances
The Federal Comprehensive Environmental Response, Compensation
and Liability Act, more commonly known as the "Superfund" law,
imposes strict, joint and several liability, regardless of fault,
for remediation of property contaminated with hazardous substances.
A number of states, including Massachusetts, have enacted similar
laws.
The electric utility industry typically utilizes and/or
generates a range of potentially hazardous products and by-products
in its operations. NEES subsidiaries currently have an
environmental audit program in place intended to enhance compliance
with existing federal, state, and local requirements regarding the
handling of potentially hazardous products and by-products.
NEES and/or its subsidiaries have been named as potentially
responsible parties (PRPs) by either the U.S. Environmental
Protection Agency (EPA) or the Massachusetts Department of
Environmental Protection for 22 sites at which hazardous waste is
alleged to have been disposed. Private parties have also contacted
or initiated legal proceedings against NEES and certain
subsidiaries regarding hazardous waste cleanup. The most prevalent
types of hazardous waste sites with which NEES and its subsidiaries
have been associated with are manufactured gas locations. (Until
the early 1970s, NEES was a combined electric and gas holding
company system.) NEES is aware of approximately 40 such locations
(including eight of the 22 locations for which NEES Companies are
PRPs) mostly located in Massachusetts. NEES and its subsidiaries
are currently aware of other sites, and may in the future become
aware of additional sites, that they may be held responsible for
remediating.
NEES has been notified by the EPA that it is one of several
PRPs for cleanup of the Pine Street Canal Superfund site in
Burlington, Vermont, where coal tar and other materials were
deposited. Between 1931 and 1951, NEES and its predecessor owned
all of the common stock of Green Mountain Power Corporation (GMP).
<PAGE>
Prior to, during, and after that time, gas was manufactured at the
Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties
required to pay the EPA's past response costs related to this site.
NEES remains a PRP for ongoing and future response costs. In
November 1992, the EPA proposed a cleanup plan estimated by the EPA
to cost $50 million. In June 1993, the EPA withdrew this cleanup
plan in response to public concern about the plan and its cost.
The cost of any cleanup plan and NEES's share of such cost are
uncertain at this time. NEES signed a settlement agreement in
March 1996 establishing NEES's apportioned share of these costs.
NEES believes it has adequate reserves for this site.
In 1993, the MDPU approved a Mass. Electric rate agreement
that allows for remediation costs of former manufactured gas sites
and certain other hazardous waste sites located in Massachusetts to
be met from a non-rate- recoverable interest-bearing fund of $30
million established on Mass. Electric's books in 1993. Rate-
recoverable contributions of $3 million, adjusted for inflation,
are added to the fund annually in accordance with the agreement.
Any shortfalls in the fund would be paid by Mass. Electric and be
recovered through rates over seven years.
Predicting the potential costs to investigate and remediate
hazardous waste sites continues to be difficult. There are also
significant uncertainties as to the portion, if any, of the
investigation and remediation costs of any particular hazardous
waste site that may ultimately be borne by NEES or its
subsidiaries. A preliminary review by a consultant hired by the
NEES Companies of the potential cost of investigating and, if
necessary, remediating Rhode Island manufactured gas sites resulted
in costs per site ranging from less than $1 million to $11 million.
An informal survey of other utilities conducted on behalf of NEES
and its subsidiaries indicated costs in a similar range. Where
appropriate, the NEES Companies intend to seek recovery from their
insurers and from other PRPs, but it is uncertain whether, and to
what extent, such efforts would be successful. At December 31,
1995, NEES had total reserves for environmental response costs of
$50 million and a related regulatory asset of $19 million. NEES
believes that hazardous waste liabilities for all sites of which it
is aware, and which are not covered by a rate agreement, are not be
material to its financial position.
Electric and Magnetic Fields (EMF)
Concerns have been raised about whether EMF, which occur near
transmission and distribution lines as well as near household
wiring and appliances, cause or contribute to adverse health
effects. Numerous studies on the effects of these fields, some of
them sponsored by electric utilities (including NEES Companies),
have been conducted and are continuing. Some of the studies have
<PAGE>
suggested associations between certain EMF and health effects,
including various types of cancer, while other studies have not
substantiated such associations. It is impossible to predict the
ultimate impact on NEES subsidiaries and the electric utility
industry if further investigations were to demonstrate that the
present electricity delivery system is contributing to increased
risk of cancer or other health problems.
Many utilities, including the NEES Companies, have been
contacted by customers regarding the potential relationship between
EMF and adverse health effects. To date, no court in the United
States has ruled that EMF from electrical facilities cause adverse
health effects and no utility has been found liable for personal
injuries alleged to have been caused by EMF. In any event, the
NEES Companies believe that they currently have adequate insurance
coverage for personal injury claims.
Several state courts have recognized a cause of action for
damage to property values in transmission line condemnation cases
based on the fear that power lines cause cancer. It is difficult
to predict what the impact on the NEES Companies would be if this
cause of action is recognized in the states in which NEES Companies
operate and in contexts other than condemnation cases.
Air
Approximately 45 percent of NEP's electricity is produced at
eight older thermal generating units in Massachusetts. Six are
principally fueled by coal, one by oil, and one by oil and gas.
The federal Clean Air Act requires significant reduction in utility
sulfur dioxide (SO2) and nitrogen oxides (NOx) emissions that
result from burning fossil fuels by the year 2000 to reduce acid
rain and ground-level ozone (smog).
NEP reduced SO2 emissions under Phase 1 of the federal acid
rain program and SO2 and NOx emissions under Massachusetts
regulations, all of which took effect in 1995. The SO2 and NOx
reductions that were made to meet 1995 requirements have resulted
in one-time operation and maintenance costs of $21 million and
capital costs of $110 million through December 31, 1995.
Additional capital expenditures in 1996 are expected to be less
than $3 million. Depending on fuel prices, NEP also expects to
incur not more than $5 million annually in increased costs to
purchase cleaner fuels to meet SO2 emission reduction requirements.
All eight of NEP's thermal units will be subject to Phase 2 of
the federal and state acid rain regulations that become effective
in 2000. NEP believes that the SO2 controls already installed for
the 1995 requirements will satisfy the Phase 2 acid rain
regulations.
<PAGE>
In connection with the federal ozone emission requirements,
state environmental agencies in ozone non-attainment areas are
developing a second phase of NOx reduction regulations that would
have to be fully implemented by NEP no later than 1999. While the
exact costs are not known, NEP estimates that the cost of
implementing these regulations would not jeopardize continued
operation of NEP's units.
The generation of electricity from fossil fuel also emits trace
amounts of certain hazardous air pollutants and fine particulates.
An EPA study of utility hazardous air pollutant emissions is
expected to be completed in 1996. The study's conclusions could
lead to new emission standards requiring costly controls or fuel
restrictions on NEP plants. At this time, NEES and its
subsidiaries cannot estimate the impact the findings of this
research might have on NEP's operations.
Under the System's own 1993 corporate resource plan, also known
as NEESPLAN 4, the System has a goal to reduce CO2, SOx, and NOx
emissions by 2000 to 20%, 60%, and 60%, respectively, below 1990
levels. Consistent with the CO2 goal, in 1995, the NEES Companies
and the DOE executed an accord in which the Companies committed to
reduce greenhouse gas emissions (e.g. CO2) 20% below 1990 levels by
2000. The accord was executed pursuant to the Climate Challenge
Program, a joint voluntary effort of the DOE and the electric
utility industry. Climate Challenge is a component of President
Clinton's Climate Change Action Plan.
Water
The federal Clean Water Act prohibits the discharge of any
pollutant (including heat), except in compliance with a discharge
permit issued by the states or the EPA for a term of no more than
five years. NEP and Narragansett have received required permits
for all their steam-generating plants. NEET has received its
required surface water discharge permits for all of its current
operations.
NEES facilities store substantial amounts of oil and are
required to have spill prevention control and counter-measure
(SPCC) plans. Currently, major System facilities such as Brayton
Point and Salem Harbor have up-to-date SPCC plans. A comprehensive
study of smaller facilities has been completed to determine the
appropriate plans for these facilities and a five-year
implementation plan is underway.
<PAGE>
Nuclear
The NRC, along with other federal and state agencies, has
extensive regulations pertaining to environmental aspects of
nuclear reactors. Safety aspects of nuclear reactors, including
design controls and inspection programs to mitigate any possibility
of nuclear accidents and to reduce any damages therefrom, are also
subject to NRC regulation. See Nuclear Units, page 29.
CONSTRUCTION AND FINANCING
In 1995, NEES subsidiaries' completed the approximately 500 MW
repowering of Manchester Street Station in Providence, R.I.
Narragansett and NEP operated three steam electric generating
units of approximately 45 MW each which went into service at
Manchester Street Station in the 1940s. During 1992, NEP acquired
a 90% interest in the site and the Station in anticipation of the
repowering project. As part of the repowering project, three new
combustion turbines and heat recovery steam generators were added
to the Station, replacing the existing boilers. The existing steam
turbines were replaced with new and more efficient turbines of
slightly larger capacity. The fuel for generation, which was
primarily residual oil, was be replaced with natural gas, using
distillate oil as an emergency backup. See Fuel for Generation,
page 25.
Repowering more than tripled the power generation capacity of
Manchester Street Station and has substantially increased the
plant's thermal efficiency. It is expected that the plant's
capacity factor will also increase. Certain air emissions are
projected to decrease relative to historical levels because of the
change in fuels and the increase in efficiency.
Substantial additions to Narragansett's high voltage
transmission network were necessary in order to accommodate the
output of the plant. Two 7-mile 115 kV underground transmission
cables (located primarily in public ways) are in service, which
connect the repowered station to existing 115 kV lines at a new
substation. Total cost for the generating station will be
approximately $450 million, including allowance for funds used
during construction (AFDC). In addition, related transmission
improvements were placed in service in September 1994 at a cost of
approximately $60 million.
Estimated construction expenditures (including nuclear fuel)
for the System's electric utility companies are shown below for
1996 through 1998.
<PAGE>
The System conducts a continuing review of its construction and
financing programs. These programs and the estimates shown below
are subject to revision based upon changes in assumptions as to
System load growth, rates of inflation, receipt of adequate and
timely rate relief, the availability and timing of regulatory
approvals, new environmental and legal or regulatory requirements,
total costs of major projects, and the availability and costs of
external sources of capital.
<PAGE>
The anticipated capital requirements for oil and gas operations are not
included in the table below. See OIL AND GAS OPERATIONS page 50.
<TABLE>
<CAPTION>
Estimated Construction Expenditures
-----------------------------------
1996 1997 1998 Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
(In Millions - excluding AFDC)
NEP
- ---
Generation (1) 50 35 40 125
Transmission 35 25 30 90
---- ---- ---- ----
Total NEP 85 60 70 215
---- ---- ---- ----
Mass. Electric
- --------------
Distribution 105 95 100 300
Narragansett
- ------------
Transmission 20 15 15 50
Distribution 30 30 30 90
---- ---- ---- ----
Total Narragansett 50 45 45 140
---- ---- ---- ----
Granite State
- -------------
Distribution 5 5 5 15
---- ---- ---- ----
Combined Total
- --------------
Generation (1) 50 35 40 125
Transmission 55 40 45 140
Distribution 140 130 135 405
---- ---- ---- ----
Grand Total 245 205 220 670
---- ---- ---- ------
(1) Includes Nuclear Fuel
</TABLE>
<PAGE>
Financing
All of NEP's construction expenditures during the period from
1996 to 1998 will be financed by internally generated funds. The
proportion of the Retail Companies' construction expenditures
estimated to be financed by internally generated funds during the
period from 1996 to 1998 is:
Mass. Electric 85%
Narragansett 90%
Granite State 75%
The general practice of the operating subsidiaries of NEES has
been to finance construction expenditures in excess of internally
generated funds initially by issuing unsecured short-term debt.
This short-term debt is subsequently reduced through sales by such
subsidiaries of long-term debt securities and preferred stock, and
through capital contributions from NEES to the subsidiaries. NEES,
in turn, generally has financed capital contributions to the
operating subsidiaries through retained earnings and the sale of
additional NEES shares. Since April 1991, NEES has been meeting
all of the requirements of its dividend reinvestment and common
share purchase plan and employee share plans through open market
purchases. Under these plans, NEES may revert to the issuance of
new common shares at any time.
The ability of NEP and the Retail Companies to issue short-term
debt is limited by regulatory restrictions, by provisions contained
in their charters, and by certain debt and other instruments.
Under the charters or by-laws of NEP, Mass. Electric, and
Narragansett, short-term debt is limited to 10% of capitalization.
The preferred stockholders authorized these limitations to be
increased to 20% of capitalization until 1998 for NEP and
Narragansett, and until 1999 for Mass. Electric, at which time the
limits will revert to 10% of capitalization. The following table
summarizes the short-term debt limits at December 31, 1995, and the
amount of outstanding short-term debt and lines of credit and
standby bond facilities at such date.
<PAGE>
<TABLE>
<CAPTION>
($ millions)
Lines of Credit/
Standby Bond
Limit Outstanding Facilities
----- ----------- ----------------
<S> <C> <C> <C>
NEP 339 125 510
Mass. Electric 150 55 90
Narragansett 94 23 41
Granite State 10 4 7
</TABLE>
NEES and certain subsidiaries, with regulatory approval,
operate a money pool to more effectively utilize cash resources and
to reduce outside short-term borrowings. Short-term borrowing
needs are met first by available funds of the money pool
participants. Borrowing companies pay interest at a rate designed
to approximate the cost of outside short-term borrowings.
Companies which invest in the pool share the interest earned on a
basis proportionate to their average monthly investment in the
money pool. Funds may be withdrawn from or repaid to the pool at
any time without prior notice. At December 31, 1995, NEP, Mass.
Electric, and Narragansett each had money pool borrowings of
approximately $1 million and Granite State had money pool
borrowings of approximately $4 million.
In order to issue additional long-term debt and preferred
stock, NEP and the Retail Companies must comply with earnings
coverage requirements contained in their respective mortgages, note
agreements, and preference provisions. The most restrictive of
these provisions in each instance generally requires (1) for the
issuance of additional mortgage bonds by NEP, Mass. Electric, and
Narragansett, for purposes other than the refunding of certain
outstanding mortgage bonds, a minimum earnings coverage (before
income tax) of twice the pro forma annual interest charges on
mortgage bonds, and (2) for the issuance of additional preferred
stock by NEP, Mass. Electric, and Narragansett, minimum gross
income coverage (after income tax) of one and one-half times pro
forma annual interest charges and preferred stock dividends, in
each case for a period of twelve consecutive calendar months within
the fifteen calendar months immediately preceding the proposed new
issue.
The respective long-term debt and preferred stock coverages of
NEP and the Retail Companies under their respective mortgage
indentures, note agreements, and preference provisions, are stated
in the following table for the past three years:
<PAGE>
<TABLE>
<CAPTION>
Coverage
-----------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
NEP
- ---
General and Refunding Mortgage Bonds 4.05 4.13 4.66
Preferred Stock 2.45 2.60 2.76
Mass. Electric
- --------------
First Mortgage Bonds 2.82 3.65 3.15
Preferred Stock 1.71 2.02 2.02
Narragansett
- ------------
First Mortgage Bonds 3.10 2.16 2.47
Preferred Stock 2.01 1.61 1.78
Granite State
- -------------
Notes (1) 2.38 2.26 2.41
(1) As defined under the most restrictive note agreement.
</TABLE>
RESEARCH AND DEVELOPMENT
Expenditures for the System's research and development
activities totaled $9.5 million, $8.3 million, and $7.5 million in
1993, 1994, and 1995, respectively. Total expenditures are
expected to be about $8.6 million in 1996.
About 37% of these expenditures support the Electric Power
Research Institute, which conducts research and development
activities on behalf of its sponsors and provides the System with
access to a wide range of relevant research results at minimum
cost.
The System also directly funds research projects of a more
site-specific concern to the System and its customers. These
projects include:
- creating options to allow the use of
economically-priced fossil fuels without adversely
<PAGE>
affecting plant performance, and to insure safe,
reliable and environmentally sound production of
electric energy at the lowest cost;
- developing and assessing new information and methods
to understand and reduce the environmental impacts
of System operations including investigation of
offset methods for counterbalancing greenhouse gas
emissions away from the source;
- developing, assessing and demonstrating new
generation technologies and fuels that will ensure
economic, efficient and environmentally sound
production of electric energy in the future; an
example of this is the planned demonstration project
linking advanced fuel cell technology to a biomass
fuel at the Massachusetts Water Resources Authority
Deer Island facility;
- creating options to maintain electric service
quality and reliability for customers at the lowest
cost; and
- developing conservation, load control, and rate
design measures that will help customers use
electric energy more efficiently.
OIL AND GAS OPERATIONS
GENERAL
Since 1974, NEEI has engaged in oil and gas exploration and
development, primarily through a partnership with Samedan Oil
Corporation (Samedan), a subsidiary of Noble Affiliates, Inc.
NEEI's oil and gas activities are regulated by the SEC under the
1935 Act.
Under the terms of the Samedan-NEEI partnership agreement,
Samedan is the managing partner and oversees all partnership
operations including the sale of production. Effective January 1,
1987, NEEI decided not to acquire new oil and gas prospects due to
prevailing and expected oil and natural gas market conditions.
This decision did not affect NEEI's interests and commitments in
oil and gas properties owned as of December 31, 1986 by the
Samedan-NEEI partnership. Samedan continues to explore, develop,
and manage these properties on behalf of the partnership. Thus,
the results of NEEI's operations are substantially affected by the
performance of Samedan. Samedan may elect to terminate the
partnership at the end of any calendar year upon one year's prior
notice.
<PAGE>
NEEI is required to obtain SEC approval for further investment
in these oil and gas properties. On December 20, 1994, the SEC
issued an order authorizing NEEI to invest up to $30 million in its
partnership with Samedan for the years 1995-1998. NEEI is winding
down its oil and gas program. The level of expenditures for
exploration and development of existing properties has declined as
a result of the decision not to acquire new oil and gas prospects
after December 31, 1986.
NEEI's activities are primarily rate-regulated and consist of
all prospects entered into prior to 1984. Losses from this
rate-regulated program are being passed on to NEP and ultimately to
retail customers, under an intercompany pricing policy (Pricing
Policy) approved by the SEC. Due to declines in oil and gas
prices, NEEI has incurred operating losses since 1986 and expects
to generate substantial additional losses in the future. NEP's
ability to pass such losses on to its customers was favorably
resolved in NEP's 1988 FERC rate settlement. This settlement
covered all costs incurred by or resulting from commitments made by
NEEI through March 1, 1988. Other subsequent costs incurred by
NEEI are subject to normal regulatory review. NEEI follows the
full cost method of accounting for its oil and gas operations,
under which capitalized costs (including interest paid to banks)
relating to wells and leases determined to be either commercial or
non-commercial are amortized using the unit of production method.
Due to the Pricing Policy, NEEI's rate-regulated program has
not been subject to certain SEC accounting rules, applicable to
non-rate-regulated companies, which limit the costs of oil and gas
property that can be capitalized. The Pricing Policy has allowed
NEEI to capitalize all costs incurred in connection with fuel
exploration activities of its rate regulated program, including
interest paid to banks of which $10 million was capitalized in 1995
and 1994, and $9 million in 1993, respectively. In the absence of
the Pricing Policy, the SEC's full cost "ceiling test" rule
requires non-rate regulated companies to write-down capitalized
costs to a level which approximates the present value of their
proved oil and gas reserves. Based on NEEI's 1995 average oil and
gas selling prices at December 31, 1995, if this test were applied,
it would have resulted in a write-down of approximately $112
million after-tax.
RESULTS OF OPERATIONS
Revenues from natural gas sales were lower in 1995 versus 1994
due to decreased production levels and a decrease in natural gas
prices. NEEI expects 1996 natural gas revenues to be lower than
1995 revenues due to lower production. NEEI's 1995 oil and gas
exploration and development expenditures were $7 million.
<PAGE>
NEEI's estimated proved reserves decreased from 12.4 million
barrels of oil and gas equivalent at December 31, 1994, to
10.8 million barrels of oil and gas equivalent at December 31,
1995. Production, primarily from offshore Gulf properties,
decreased reserves by 3.0 million equivalent barrels. Additions
and revisions primarily on offshore Gulf properties increased
reserves by 1.4 million equivalent barrels.
Prices received by NEEI for its natural gas from its major
producing properties varied considerably during 1995, from
approximately $0.85/MCF to $1.66/MCF, due principally to seasonal
fluctuations and regional variations in gas prices. NEEI's overall
average gas price in 1995 was $1.48/MCF.
The results of NEEI's oil and gas program will continue to be
affected by developments in the world oil market and the domestic
market for natural gas, including actions by the federal government
and by foreign governments, which may affect the price of oil and
gas, and the terms of contracts under which gas is sold.
The following table summarizes NEEI's crude oil and condensate
production in barrels, natural gas production in MCF, and the
average sales price per barrel of oil and per MCF of natural gas
produced by NEEI during the years ended December 1995, 1994, and
1993, and the average production (lifting) cost per dollar of gross
revenues.
<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Crude oil and condensate
production (barrels) 339,228 362,645 477,545
Natural gas production 16,246,149 18,011,275 19,696,944
(MCF)
Average sales price per
barrel of oil and $16.97 $15.19 $17.76
condensate
Average sales price per
MCF of natural gas $1.48 $1.94 $1.96
Average production cost
(including severance taxes)
per dollar of gross revenue $0.17 $0.12 $0.14
</TABLE>
<PAGE>
OIL AND GAS PROPERTIES
During 1995, principal producing properties, representing
approximately 65% of NEEI's 1995 revenues, were (i) a 50% working
interest in Brazos Blocks A-52, A-65, and A-37, located in federal
waters offshore Texas, (ii) a 25% working interest in Main Pass
Blocks 93, 94, 102, and 90, located in Federal waters offshore
Louisiana, (iii) a 15% working interest in High Island Blocks 21,
22, 34, 50, and 51, located in Federal waters offshore Texas, (iv)
a 12.5% working interest in Main Pass Blocks 107 and 108, located
in Federal waters offshore Louisiana, and (v) a 7.5% working
interest in High Island Blocks 365 and 376, located in Federal
waters offshore Texas. Other major producing properties during
1995 included a 15% working interest in Eugene Island 28 located in
Federal waters offshore Louisiana, a 15% working interest in Brazos
Blocks 399, 400, 412, 413, and 435, located in Federal waters
offshore Texas, a 13.3% working interest in Matagorda Island Block
587, located in Federal waters offshore Texas, a 3.2% working
interest in the Sand Dunes Units, Derrick Draw Field, Converse
County, Wyoming, and a 9.7% interest in Eugene Island 24, located
in Federal waters offshore Louisiana.
As used in the tables below, (i) a productive well is an
exploratory or a development well that is not a dry well, (ii) a
dry well is an exploratory or development well found to be
incapable of producing either oil or gas in commercial quantities,
(iii) "gross" refers to the total acres or wells in which NEEI has
a working interest, and (iv) "net," as applied to acres or wells,
refers to gross acres or wells multiplied by the percentage working
interest owned by NEEI.
The following table shows the approximate undeveloped acreage
held by NEEI as of December 31, 1995. Undeveloped acreage is
acreage on which wells have not been drilled or completed to a
point that would permit the production of commercial quantities of
oil and gas, regardless of whether such acreage contains proved
reserves.
<TABLE>
<CAPTION>
Location Gross Acres Net Acres
-------- ----------- ---------
<S> <C> <C>
Offshore-Gulf of Mexico 4,495 1,249
Other 44,679 8,191
------- ------
Total 49,174 9,440
</TABLE>
During the years ended December 31, 1995, 1994, and 1993 NEEI
participated in the completion of the following net exploratory and
development wells:
<PAGE>
<TABLE>
<CAPTION>
Net Exploratory Wells Net Development Wells
--------------------- ---------------------
Year Ended Productive* Dry Productive* Dry
---------- ---------- --- ---------- ---
<S> <C> <C> <C> <C>
December 31, 1995 0 0 1 0
December 31, 1994 0 0 1 0
December 31, 1993 0 2 0 0
*Includes depleted wells
</TABLE>
The following table summarizes the total gross and net
productive wells and the approximate total gross and net developed
acres, both as of December 31, 1995:
<TABLE>
<CAPTION>
Oil Gas Developed Acres
--- --- ------------------
Gross Net Gross Net Gross Net
----- --- ----- --- ------- ------
<S> <C> <C> <C> <C> <C> <C>
137 16 542 64 292,568 55,148
</TABLE>
At December 31, 1995 NEEI was drilling or completing two gross
wells, which represents less than one net well.
CAPITAL REQUIREMENTS AND FINANCING
Estimated expenditures in 1996 for NEEI's exploration and
development program are approximately $15 million, of which
capitalized interest costs are approximately $10 million.
Internal funds are expected to provide 100% of NEEI's capital
requirements for 1996. In April 1995, NEEI refinanced its
outstanding borrowings through a credit agreement which currently
provides for borrowings of up to $225 million. Borrowings under
this credit agreement are principally secured by a pledge of NEEI's
rights with respect to NEP under the Pricing Policy covering the
rate-regulated program. The amount available for borrowing under
the revolving credit agreement decreases annually, beginning April
13, 1996 and expiring April 13, 2002.
<PAGE>
NEEI MAP
Major Oil and Gas Properties
<PAGE>
EXECUTIVE OFFICERS
NEES
- ----
All executive officers are elected to continue in office
subject to Article 19 of the Agreement and Declaration of Trust
until the first meeting of the Board of Directors following the
next annual meeting of shareholders, or the special meeting of
shareholders held in lieu of such annual meeting, and until their
successors are chosen and qualified. The executive officers also
serve as officers and/or directors of various subsidiary companies.
John W. Rowe - Age: 50 - President and Chief Executive Officer
since 1989 - Elected Chairman of NEP in 1993 - President of NEP
from 1991 to 1993 - Chairman of NEP from 1989 to 1991.
Alfred D. Houston - Age: 55 - Executive Vice President since
1994 - Senior Vice President-Finance from 1987 to 1994 - Vice
President of NEP from 1987 to 1994 - Vice President of
Narragansett since 1976 - Treasurer of Narragansett since 1977.
Richard P. Sergel - Age: 46 - Elected Senior Vice President in
1996 - Vice President from 1992 to 1995 - Treasurer from 1990
to 1991 - Chairman of Mass. Electric and Narragansett since
1993 - Treasurer of NEP and Mass. Electric from 1990 to 1991
- Vice President of the Service Company from 1988 to 1993.
Jeffrey D. Tranen - Age: 49 - Elected Senior Vice President in
1996 - Vice President from 1991 to 1995 - President of NEP
since 1993 - Vice President of NEP from 1984 to 1993 -
President of Mass. Hydro, N.H. Hydro, and NEET since 1991.
Cheryl A. LaFleur - Age: 41 - Elected Vice President,
Secretary, and General Counsel in 1995 - Vice President of
Mass. Electric from 1993 to 1995 - Vice President of the
Service Company from 1992 to 1993 - Senior Counsel for the
Service Company from 1989 to 1991 - Elected Vice President of
NEP in 1995.
Michael E. Jesanis - Age: 39 - Treasurer since 1992 - Director
of Corporate Finance from 1990 to 1991.
NEP
- ---
The Treasurer is elected by the stockholders to hold office
until the next annual meeting of stockholders and until the
successor is duly chosen and qualified. The other executive
<PAGE>
officers are elected by the Board of Directors to hold office
subject to the pleasure of the directors and until the first
meeting of directors after the next annual meeting of stockholders
and until their successors are duly chosen and qualified. Certain
officers of NEP are, or at various times in the past have been,
officers and/or directors of the System companies with which NEP
has entered into contracts and had other business relations.
John W. Rowe* - Chairman since 1993 - President from 1991 to
1993 - Chairman from 1989 to 1991.
Jeffrey D. Tranen* - President since 1993 - Vice President from
1984 to 1993.
Andrew H. Aitken - Age: 51 - Elected Vice President in 1995 -
Director of Environmental and Safety for the Service Company
since 1993 - Director, Environmental Affairs for the Service
Company from 1981 to 1993.
Lawrence E. Bailey - Age: 52 - Vice President since 1989 -
Plant Manager of Brayton Point Station from 1987 to 1991.
Jeffrey A. Donahue - Age: 37 - Vice President since 1993 -
various engineering positions with the Service Company since
1983 - Director of Construction since 1992 - Chief Electrical
Engineer since 1991.
Cheryl A. LaFleur* - Elected Vice President effective December
31, 1995.
John F. Malley - Age: 47 - Vice President since 1992 - Manager
of Generation Planning for the Service Company from 1986 to
1991.
Arnold H. Turner - Age: 55 - Vice President since 1989 -
Director of Transmission Marketing since 1993.
Jeffrey W. VanSant - Age: 42 - Vice President since 1993 -
Manager of Oil and Gas Exploration and Development for the
Service Company from 1985 to 1993 - Manager of Oil and Gas
Procurement from 1992 to 1993 - Manager of Natural Gas Supply
from 1989 to 1992.
Michael E. Jesanis* - Treasurer since 1992.
Howard W. McDowell - Age: 52 - Controller since 1987 -
Controller of Mass. Electric and Narragansett since 1987 -
Treasurer of Granite State since 1984.
<PAGE>
*Please refer to the material supplied under the caption
EXECUTIVE OFFICERS - NEES for other information regarding this
officer.
Mass. Electric
- --------------
The Treasurer is elected by the stockholders to hold office
until the next annual meeting of stockholders and until the
successor is duly chosen and qualified. The other executive
officers are elected by the board of directors to hold office
subject to the pleasure of the directors and until the first
meeting of the directors after the next annual meeting of
stockholders. Certain officers of Mass. Electric are, or at
various times in the past have been, officers and directors of
System companies with which Mass. Electric has entered into
contracts and had other business relations.
Richard P. Sergel - Chairman since 1993 - Reference is made to
the material supplied under the caption EXECUTIVE OFFICERS -
NEES for other information regarding Mr. Sergel.
John H. Dickson - Age: 53 - President since 1990.
John C. Amoroso - Age: 57 - Vice President since 1993 -
District Manager, Southeast District from 1992 to 1993 -
Manager, Southeast District from 1985 to 1992.
Eric P. Cody - Age: 45 - Elected Vice President in 1995 - Vice
President and Director, Information Services for the Service
Company from 1991 to 1995.
Peter H. Gibson - Age: 50 - Vice President since 1995 -
Director of Business Marketing since 1995 - Director of
Business Marketing for the Service Company from 1993 to 1994
-Director of Conservation and Load Management (C&LM) and
Commercial and Industrial Services for the Service Company from
1992 to 1993 - Manager of C&LM for the Service Company from
1987 to 1991.
Charles H. Moser - Age: 55 - Vice President since 1993 - Chief
Protection and Planning Engineer for the Service Company from
1984 to 1993.
Lydia M. Pastuszek - Age: 42 - Vice President since 1993 - Vice
President of NEP from 1990 to 1993 - President of Granite State
since 1990.
<PAGE>
Anthony C. Pini - Age: 43 - Vice President since 1993 -
Assistant Controller for the Service Company from 1985 to 1993.
Thomas E. Rogers - Age: 45 - Elected Vice President in 1995 -
Project Director for the Service Company from 1991 to 1995.
Christopher E. Root - Age: 36 - Elected Vice President in 1995
- Director, Retail Distribution Services for the Service
Company from 1993 to 1995 - Chief of Division Engineering for
the Service Company from 1992 to 1993 - Manager, Distribution
Engineering for Narragansett from 1990 to 1992.
Nancy H. Sala - Age: 44 - Vice President since 1992 - Central
District Manager since 1992 - Assistant to the President of
Mass. Electric from 1990 to 1992.
Dennis E. Snay - Age: 54 - Vice President and Merrimack Valley
District Manager since 1990.
Michael E. Jesanis - Treasurer since 1992 - Reference is made
to the material supplied under the caption EXECUTIVE OFFICERS
- NEES for other information regarding Mr. Jesanis.
Howard W. McDowell - Controller since 1987 and Assistant
Treasurer since 1977 - Reference is made to the material
supplied under the caption EXECUTIVE OFFICERS - NEP for other
information regarding Mr. McDowell.
Narragansett
- ------------
Officers are elected by the board of directors or appointed,
as appropriate, to serve until the meeting of directors following
the annual meeting of stockholders, and until their successors are
chosen and qualified. Officers other than the President,
Treasurer, and Secretary, serve also at the pleasure of the
directors. Certain officers of Narragansett are, or at various
times in the past have been, officers and directors of System
companies with which Narragansett has entered into contracts and
had other business relations.
Richard P. Sergel - Chairman since 1993 - Reference is made to
the material supplied under the caption EXECUTIVE OFFICERS -
NEES for other information regarding Mr. Sergel.
Robert L. McCabe - Age: 54 - President since 1986.
William Watkins, Jr. - Age 63 - Executive Vice President since
1992 - Vice President of the Service Company from 1981 to 1992.
<PAGE>
Francis X. Beirne - Age: 52 - Vice President since 1993 -
Manager, Southern District from 1988 to 1993.
Richard W. Frost - Age: 56 - Vice President since 1993 -
District Manager - Southern District from 1990 to 1993.
Alfred D. Houston - Vice President since 1976 - Treasurer since
1977 - Reference is made to the material supplied under the
caption EXECUTIVE OFFICERS - NEES for other information
regarding Mr. Houston.
Richard Nadeau - Age: 60 - Vice President since 1994 - Director
of Customer Service since 1993 - Assistant to the President
from 1990 to 1993.
Marcy L. Reed - Age: 32 - Elected Vice President in 1995 -
Assistant Controller for the Service Company from 1993 to 1995
- Manager, Internal Audit for the Service Company from 1991 to
1993.
Michael F. Ryan - Age: 44 - Vice President since 1994 - Rhode
Island Director for U.S. Senator John H. Chafee from 1986 to
1994.
Howard W. McDowell - Controller since 1987 - Reference is made
to the material supplied under the caption EXECUTIVE OFFICERS
- NEP for other information regarding Mr. McDowell.
Item 2. PROPERTIES
See Item 1. Business - ELECTRIC UTILITY PROPERTIES, page 20
and OIL AND GAS PROPERTIES, page 53.
Item 3. LEGAL PROCEEDINGS
In October 1994, NEP was sued by MPLP, a venture of Enron
Corporation and Jones Capital that owns a 149 megawatt gas-fired
power plant in Milford, Massachusetts. NEP purchases 56 percent of
the power output of the facility under a long-term contract with
MPLP. The suit alleges that NEP has engaged in a scheme to cause
MPLP and its power plant to fail and has prevented MPLP from
finding a long-term buyer for the remainder of the facility's
output. The complaint includes allegations that NEP has violated
the Federal Racketeer Influenced and Corrupt Organizations Act,
engaged in unfair or deceptive acts in trade or commerce, and
breached contracts. MPLP also asserts that NEP deliberately misled
<PAGE>
regulatory bodies concerning the Manchester Street Station
repowering project. MPLP seeks compensatory damages in an
unspecified amount, as well as treble damages. NEP believes that
the allegations of wrongdoing are without merit. NEP has filed
counterclaims and crossclaims against MPLP, Enron Corporation, and
Jones Capital, seeking monetary damages and termination of the
purchased power contract.
MPLP also intervened in NEP's current rate filing before the
FERC, making similar allegations to those asserted in MPLP's
lawsuit. Hearings on this claim concluded in October 1995. An
Administrative Law Judge initial decision is expected by mid-1996.
In August 1995, an arbitration panel upheld NEP's right to
terminate its charter of a ship, the SS. Energy Independence, to
purchase the ship from its owner, Intercoastal Bulk Carriers, Inc.
("IBC"), and sell the ship to a nominee of International Shipping
Company ("ISC"). That same month, the Massachusetts Superior Court
dismissed a lawsuit filed against NEP by Keystone Shipping Company
("Keystone"), an affiliate of IBC, challenging NEP's right to do
so. In September 1995, the ship was transferred to ISC's nominee
and sent to dry dock for routine maintenance and inspection, which
revealed that further work was needed to make the ship seaworthy.
Under NEP's charter with IBC, these costs, which are estimated to
be in excess of $10 million, are IBC's responsibility. NEP
therefore initiated arbitration against both IBC and Keystone
before the same panel. Hearings are tentatively scheduled to
commence in June 1996. Keystone has filed an action in federal
district court seeking to stay the arbitration as to Keystone.
See Item 1. COMPETITIVE CONDITIONS, page 7; RATES, page 14;
Coal Procurement Program, page 25; Nuclear Units, page 29;
Hydroelectric Project Licensing, page 38; Environmental
Requirements, page 39; OIL AND GAS OPERATIONS, page 50.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the last quarter of 1995.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SECURITY HOLDER MATTERS
NEES information in response to the disclosure requirements
specified by this Item 5. appears under the captions in the NEES
Annual Report indicated below:
<PAGE>
Required Information Annual Report Caption
-------------------- ---------------------
(a) Market Information Shareholder Information
(b) Holders Shareholder Information
(c) Dividends Financial Highlights
The information referred to above is incorporated by reference
in this Item 5.
NEP, Mass. Electric, and Narragansett - The information
required by this item is not applicable as the common stock of all
these companies is held solely by NEES. Information pertaining to
payment of dividends and restrictions on payment of dividends is
incorporated herein by reference to each company's 1995 Annual
Report.
Item 6. SELECTED FINANCIAL DATA
NEES
----
The information required by this item is incorporated herein
by reference to page 23 of the NEES 1995 Annual Report.
NEP
---
The information required by this item is incorporated herein
by reference to page 28 of the NEP 1995 Annual Report.
Mass. Electric
--------------
The information required by this item is incorporated herein
by reference to page 22 of the Mass. Electric 1995 Annual Report.
Narragansett
------------
The information required by this item is incorporated herein
by reference to page 22 of the Narragansett 1995 Annual Report.
<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
NEES
----
The information required by this item is incorporated herein
by reference to pages 14 through 22 of the NEES 1995 Annual Report.
NEP
---
The information required by this item is incorporated herein
by reference to pages 2 through 9 of the NEP 1995 Annual Report.
Mass. Electric
--------------
The information required by this item is incorporated herein
by reference to pages 2 through 7 of the Mass. Electric 1995 Annual
Report.
Narragansett
------------
The information required by this item is incorporated herein
by reference to pages 2 through 7 of the Narragansett 1995 Annual
Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NEES
----
The information required by this item is incorporated herein
by reference to pages 23 through 42 of the NEES 1995 Annual Report.
NEP
---
The information required by this item is incorporated herein
by reference to pages 1, 10 through 26, and 28 of the NEP 1995
Annual Report.
<PAGE>
Mass. Electric
--------------
The information required by this item is incorporated herein
by reference to pages 1, 8 through 20, and 22 of the Mass. Electric
1995 Annual Report.
Narragansett
------------
The information required by this item is incorporated herein
by reference to pages 1, 8 through 20, and 22 of the Narragansett
1995 Annual Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
NEES, NEP, Mass. Electric, and Narragansett - None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
NEES
----
The information required by this item is incorporated herein
by reference to the material under the caption ELECTION OF
DIRECTORS in the definitive proxy statement of NEES, dated
March 11, 1996, for the 1996 Annual Meeting of Shareholders,
provided that the information under the headings "Compensation
Committee Report on Executive Compensation" and "Corporate
Performance" are not so incorporated. Reference is also made to
the information under the caption EXECUTIVE OFFICERS - NEES in Part
I of this report.
NEP
---
The names of the directors of NEP, their ages, and a brief
account of their business experience during the past five years
appear below. Information required by this item for Executive
Officers is provided under the caption EXECUTIVE OFFICERS - NEP in
Part I of this report.
Directors are elected to hold office until the next annual
meeting of stockholders or special meeting held in lieu thereof and
until their respective successors are chosen and qualified.
<PAGE>
Joan T. Bok - Director since 1979 - Age: 66 - Chairman of the
Board of NEES - Chairman or Vice Chairman of the Company from
1988 to 1994 - Chairman of NEES from 1984 to 1994 (Chairman,
President, and Chief Executive Officer from July 26, 1988 until
February 13, 1989). Directorships of NEES System companies:
New England Electric System, Massachusetts Electric Company,
The Narragansett Electric Company, Narragansett Energy
Resources Company, New England Electric Resources, Inc., New
England Electric Transmission Corporation, New England Energy
Incorporated, New England Hydro Finance Company, Inc., New
England Hydro-Transmission Corporation, New England
Hydro-Transmission Electric Company, Inc., and New England
Power Service Company. Other directorships: Avery Dennison
Corporation, John Hancock Mutual Life Insurance Company, and
Monsanto Company.
Alfred D. Houston* - Director since 1984. Directorships of
NEES System companies: Narragansett Energy Resources Company,
New England Electric Resources, Inc., New England Electric
Transmission Corporation, New England Energy Incorporated, New
England Hydro Finance Company, Inc., New England
Hydro-Transmission Corporation, New England Hydro-Transmission
Electric Company, Inc., and New England Power Service Company.
Cheryl A. LaFleur* - Elected Director effective December 31,
1995. Directorships of NEES System companies: Narragansett
Energy Resources Company, New England Electric Resources, Inc.,
New England Electric Transmission Corporation, New England
Energy Incorporated, New England Hydro Finance Company, Inc.,
New England Hydro-Transmission Corporation, New England Hydro-
Transmission Electric Company, Inc., and New England Power
Service Company.
John W. Rowe* - Director since 1989. Directorships of NEES
System companies and affiliates: New England Electric System,
Massachusetts Electric Company, The Narragansett Electric
Company, Narragansett Energy Resources Company, New England
Electric Resources, Inc., New England Electric Transmission
Corporation, New England Energy Incorporated, New England Hydro
Finance Company, Inc., New England Hydro-Transmission
Corporation, New England Hydro-Transmission Electric Company,
Inc., New England Power Service Company, and Maine Yankee
Atomic Power Company. Other directorships: Bank of Boston
Corporation and UNUM Corporation.
Jeffrey D. Tranen* - Director since 1991. Directorships of
NEES System affiliates: Narragansett Energy Resources Company,
New England Electric Resources, Inc., New England Electric
<PAGE>
Transmission Corporation, New England Energy Incorporated, New
England Hydro Finance Company, Inc., New England Hydro-
Transmission Corporation, New England Hydro-Transmission
Electric Company, Inc., and New England Power Service Company.
*Please refer to the material supplied under the caption
EXECUTIVE OFFICERS - NEES and EXECUTIVE OFFICERS - NEP in Part
I of this report for other information regarding this director.
Mass. Electric
--------------
The names of the directors of Mass. Electric, their ages, and
a brief account of their business experience during the past five
years appear below. Information required by this item for
Executive Officers is provided under the caption EXECUTIVE OFFICERS
- - Mass. Electric in Part I of this report.
Directors are elected to hold office until the next annual
meeting of stockholders or special meeting held in lieu thereof and
until their respective successors are chosen and qualified.
Urville J. Beaumont - Director since 1984 - Age: 64 -
Treasurer and Director, law firm of Beaumont & Campbell, P.A.
Joan T. Bok* - Director since 1979.
Sally L. Collins - Director since 1976 - Age: 60 - Director of
Workplace Health Services since 1993 - Health Services
Administrator at Kollmorgen Corporation EOD from 1989 to 1993.
John H. Dickson - Director since 1990 - Reference is made to
material supplied under the caption EXECUTIVE OFFICERS - Mass.
Electric for other information regarding Mr. Dickson. Other
directorship: Worcester Business Development Corporation.
Kalyan K. Ghosh - Director since 1995 - Age: 58 - President of
Worcester State College since 1992 - CEO and Acting President,
Worcester State College from 1990 to 1992.
Charles B. Housen - Director since 1979 - Age: 63 - Chairman,
President, and Director of Erving Industries, Inc., Erving,
Mass.
Patricia McGovern - Director since 1994 - Age: 54 - Director
of law firm of Goulston & Storrs, P.C. since 1995 - Counsel to
Goulston & Storrs, P.C. from 1993 to 1995 - Massachusetts State
Senator and Chair of the Senate Ways and Means Committee from
1985 to 1992.
<PAGE>
John F. Reilly - Director since 1988 - Age: 63 - President and
CEO of Fred C. Church, Inc., Lowell, Mass. - Other
directorships: Colonial Gas Company, Family Bank, and New
England Insurance Co., Ltd.
John W. Rowe* - Director since 1989.
Richard P. Sergel* - Director since 1993.
Roslyn M. Watson - Director since 1992 - Age: 46 - President
of Watson Ventures (commercial real estate development and
management) Boston, Mass. since 1993 - Vice President of the
Gunwyn Company (commercial real estate development) Cambridge,
Mass. from 1986 - 1993 - Other directorships: The Dreyfus
Laurel Funds and American Express Centurion Bank.
*Please refer to the material supplied under the caption
EXECUTIVE OFFICERS - NEES in Part I of this report and/or the
material supplied under the caption DIRECTORS AND OFFICERS OF
THE REGISTRANT - NEP in this Item for other information
regarding this director.
Narragansett
------------
The names of the directors of Narragansett, their ages, and a
brief account of their business experience during the past five
years appear below. Information required by this item for
Executive Officers is provided under the caption EXECUTIVE OFFICERS
- - Narragansett in Part I of this report.
Directors are elected to hold office until the next annual
meeting of stockholders or special meeting held in lieu thereof and
until their respective successors are chosen and qualified.
Joan T. Bok* - Director since 1979.
Stephen A. Cardi - Director since 1979 - Age: 54 - Treasurer
of Cardi Corporation (construction), Warwick, R.I.
Frances H. Gammell - Director since 1992 - Age: 46 - Director,
Senior Vice President, Treasurer, and Secretary of Original
Bradford Soap Works, Inc.
Joseph J. Kirby - Director since 1988 - Age: 64 - President of
Washington Trust Bancorp, Inc., Westerly, R.I. and President
and Director of the Washington Trust Company.
<PAGE>
Robert L. McCabe - President and Director of Narragansett since
1986 - Other directorship: Citizens Savings Bank - Please refer
to the material supplied under the caption EXECUTIVE OFFICERS
- Narragansett in Part I of this report for other information
regarding Mr. McCabe.
John W. Rowe* - Director since 1989.
Richard P. Sergel* - Chairman and Director since 1993.
William E. Trueheart - Director since 1989 - Age: 53 -
President of Bryant College, Smithfield, Rhode Island - Other
directorships: Fleet National Bank.
John A. Wilson, Jr. - Director since 1971 - Age: 66 -
Consultant to and former President of Wanskuck Co., Providence,
R.I., - Consultant to Hinckley, Allen, Snyder & Comen
(attorneys), Providence, R.I.
*Please refer to the material supplied under the caption
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - NEP in
this Item for other information regarding this director.
Section 16(a) of the Securities Exchange Act of 1934 requires
the System's officers and directors, and persons who own more than
10% of a registered class of the System's equity securities, to
file reports on Forms 3, 4, and 5 of share ownership and changes in
share ownership with the SEC and the New York Stock Exchange and to
furnish the System with copies of all Section 16(a) forms they
file.
Based solely on NEP's, Mass. Electric's, and Narragansett's
review of the copies of such forms received by them, or written
representations from certain reporting persons that such forms were
not required for those persons, NEP, Mass. Electric, and
Narragansett believe that, during 1995, all filing requirements
applicable to its officers, directors, and 10% beneficial owners
were complied with.
Item 11. EXECUTIVE COMPENSATION
NEES
----
The information required by this item is incorporated herein
by reference to the material under the captions BOARD STRUCTURE AND
COMPENSATION, EXECUTIVE COMPENSATION, PAYMENTS UPON A CHANGE IN
<PAGE>
CONTROL, PLAN SUMMARIES, and RETIREMENT PLANS in the definitive
proxy statement of NEES, dated March 11, 1996, for the 1996 Annual
Meeting of Shareholders, provided that the information under the
headings "Compensation Committee Report on Executive Compensation"
and "Corporate Performance" are not so incorporated.
NEP, MASS. ELECTRIC, AND NARRAGANSETT
-------------------------------------
EXECUTIVE COMPENSATION
The following tables give information with respect to all
compensation (whether paid directly by NEP, Mass. Electric, or
Narragansett or billed to it as hourly charges) for services in all
capacities for NEP, Mass. Electric, or Narragansett for the years
1993 through 1995 to or for the benefit of the Chief Executive
Officer and the four other most highly compensated executive
officers for each company.
<PAGE>
NEP
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
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)
- ---------- ---- ------- ------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
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.
</TABLE>
(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.
<PAGE>
(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
$704 for life insurance.
<PAGE>
MASS. ELECTRIC
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------- ---- ------- ------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(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.
<PAGE>
(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.
<PAGE>
(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
$177 for life insurance.
(m) Mr. Holt resigned as of December 20, 1995 to take a position
at an affiliate company, Ms. LaFleur resigned as of December
31, 1995 to take a position at an affiliate company.
<PAGE>
NARRAGANSETT
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------- ---- ------- ------ --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
(a) Certain officers of Narragansett are also officers of NEES and
various other System companies.
(b) Includes deferred compensation in category and year earned.
<PAGE>
(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.
<PAGE>
(j) For Mr. Beirne, the type and amount of compensation in 1995 is
as follows: $1,919 for contributions to the thrift plan and
$412 for life insurance.
(k) For Mr. Nadeau, the type and amount of compensation in 1995 is
as follows: $1,916 for contributions to the thrift plan and
$986 for life insurance.
Directors' Compensation
Members of the Mass. Electric and Narragansett Boards of
Directors, except Dickson, McCabe, Rowe, and Sergel receive a
quarterly retainer of $1,250, a meeting fee of $600 plus expenses,
and 50 NEES common shares each year. Since all members of the NEP
Board are employees of NEES System companies, no fees are paid for
service on the Board except as noted below for Mrs. Bok.
Mrs. Bok retired as an employee of the System on January 1,
1994 (remaining as Chairman of the Board of NEES and a director for
NEES subsidiaries). Mrs. Bok has agreed to waive the normal fees
and annual retainers otherwise payable for services by
non-employees on NEES subsidiary boards and receives in lieu
thereof a single annual stipend of $60,000. Mrs. Bok also serves
as a consultant to NEES. Under the terms of her contract, she
receives an annual retainer of $100,000.
Mass. Electric and Narragansett permit directors to defer all
or a portion of their retainers and meeting fees. Special accounts
are maintained on Mass. Electric's and Narragansett's books showing
the amounts deferred and the interest accrued thereon.
Other
NEP, Mass. Electric, and Narragansett do not have any share
option plans.
The NEES Compensation Committee administers certain of the
incentive compensation plans, and the Management Committee
administers the others (including the incentive share plan).
Retirement Plans
The following table shows estimated annual benefits payable to
executive officers under the qualified pension plan and the
supplemental retirement plan, assuming retirement at age 65 in
1996.
<PAGE>
<TABLE>
PENSION TABLE
<CAPTION>
Five-Year
Average 15 Years 20 Years 25 Years 30 Years 35 Years 40 Years
Compensa- of of of of of of
tion Service Service Service Service Service Service
- --------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 27,700 36,300 44,600 52,900 57,900 60,900
$150,000 42,700 56,000 68,800 81,700 89,700 94,200
$200,000 57,700 75,700 93,100 110,500 121,400 127,400
$250,000 72,800 95,400 117,300 139,300 153,100 160,600
$300,000 87,800 115,100 141,600 168,100 184,800 193,800
$350,000 102,800 134,800 165,800 196,900 216,600 227,100
$400,000 117,800 154,500 190,100 225,700 248,300 260,300
$500,000 147,900 193,900 238,600 283,300 311,700 326,700
</TABLE>
For purposes of the retirement plans, Messrs. Rowe, Tranen,
Newsham, Greenman, and Bailey currently have 18, 26, 45, 30, and 27
credited years of service, respectively. Mr. Sergel, Mr. Dickson,
Mr. Holt, Ms. LaFleur, Ms. Sala, and Mr. Pini currently have 17,
22, 24, 10, 26, and 17 credited years of service, respectively.
Messrs. McCabe, Watkins, Frost, Beirne, and Nadeau currently have
27, 23, 33, 24, and 40 credited years of service, respectively.
Benefits under the pension plans are computed using formulae
based on percentages of highest average compensation computed over
five consecutive years. The compensation covered by the pension
plan includes salary, bonus, and incentive share awards. The
benefits listed in the pension table are not subject to deduction
for Social Security and are shown without any joint and survivor
benefits.
The Pension Table above does not include annuity payments to
be received in lieu of life insurance for Messrs. Rowe, Houston,
and Greenman. The policies are described below under Plan
Summaries.
Mr. Newsham will also receive a supplemental pension payment
of $5,000 per year.
Under the Retirement Supplement Plan, participants receive an
annual adjustment to their pension benefits. The amount of the
adjustment is equal to the rate of interest on AAA bonds for the
prior year less two percent (but in no case more than the increase
in the cost of living).
The System contributes the full amount toward post-retirement
health benefits for senior executives.
<PAGE>
PAYMENTS UPON A CHANGE OF CONTROL
NEES has approved agreements with certain of its executives,
including Ms. LaFleur, and Messrs. Greenman, Newsham, Rowe, Sergel,
and Tranen, which provide severance benefits in the event of
certain terminations of employment following a Change in Control of
NEES (as defined below). If, following a Change in Control, the
executive's employment is terminated other than for cause (as
defined) or if the executive terminates employment for good reason
(as defined), NEES will pay to the executive a lump sum cash
payment equal to three times (two times for some executives) the
sum of the executive's most recent annual base compensation and the
average of his or her bonus amounts for the prior three years. If
Mr. Rowe receives payments under his severance agreement that would
subject him to any federal excise tax due under section 280G of the
Internal Revenue Code, he will receive a cash "gross-up" payment so
he would be in the same net after-tax position he would have been
in had such excise tax not been applied. In addition, NEES will
provide disability and health benefits to the executive for two to
three years, provide such post-retirement health and welfare
benefits as the executive would have earned within such two to
three years, and grant two or three additional years of pension
credit. Mr. Rowe would become eligible for benefits under the
Retirement Supplement Plan described above prior to the five-year
vesting term.
Change in Control, including potential change of control,
occurs (1) when any person becomes the beneficial owner of 20% of
the voting securities of NEES, (2) when the prior members of the
Board of NEES no longer constitute a 2/3 majority of the Board, or
(3) NEES enters into an agreement that could result in a Change in
Control.
The terms of the agreements are for three years with automatic
annual extensions, unless terminated by NEES.
The System's bonus plans, including the incentive compensation
plans, the Incentive Thrift Plan I, and the Goals Program, provide
for payments equal to the average of the bonuses for the three
prior years in the event of a Change of Control. This payment
would be made in lieu of the regular bonuses for the year in which
the Change in Control occurs. The new Long-Term Performance Share
Award Plan provides for a cash payment equal to the value of the
performance shares in the participants' account times the average
target achievement percentage for the Incentive Thrift Plan I for
the three prior years. The System's Retirees Health and Life
Insurance Plan I has provisions preventing changes in benefits
<PAGE>
adverse to the participants for three years following a Change in
Control. The Incentive Share Plan and the related Incentive Share
Deferral Agreements provide that, upon the occurrence of a change
in control (defined more narrowly than in other plans),
restrictions on all shares and account balances would cease.
NEP, MASS. ELECTRIC, AND NARRAGANSETT PLAN SUMMARIES
A brief description of the various plans through which
compensation and benefits are provided to the named executive
officers is presented below to better enable shareholders to
understand the information presented in the tables shown earlier.
The amounts of compensation and benefits provided to the named
executive officers under the plans described below (and charged to
NEP, Mass. Electric, or Narragansett) are presented in the Summary
Compensation Tables.
Goals Program
The goals program covers all employees who have completed one
year of service with any NEES subsidiary. Goals are established
annually. For 1995, these goals related to earnings per share,
customer costs, safety, absenteeism, demand-side management,
generating station availability, transmission reliability,
environmental and OSHA compliance, and customer satisfaction. Some
goals apply to all employees, while others apply to particular
functional groups. Depending upon the number of goals met, and
provided the minimum earnings goal is met, employees may earn a
cash bonus of 1% to 4-1/2% of their compensation.
Incentive Thrift Plan
The incentive thrift plan (a 401(k) program) provides for a
match of 40% of up to the first 5% of base compensation contributed
to the System's incentive thrift plan (shown under All Other
Compensation in the Summary Compensation Tables) and, based on an
incentive formula tied to earnings per share, may fully match the
first 5% of base compensation contributed (the additional amount,
if any, is shown under Bonus in the Summary Compensation Tables).
Under Federal law, contributions to these plans are limited. In
1995, the salary reduction amount was limited to $9,240.
Incentive Compensation Plan
The System bonus plan for certain senior employees provides
that in order for cash bonuses to be awarded, NEES must achieve a
return on equity that places NEES in the top 50% of the electric
<PAGE>
utilities listed in the Duff & Phelps Utility Group or in the top
50% of the New England/New York regional utilities. Bonuses are
also dependent upon the achievement of individual goals. In order
to provide a long-term component to the incentive compensation
plan, participants may also be awarded NEES common shares. An
individual's award of shares under the incentive share plan is a
fixed percentage of her or his cash bonus for that year. If no
cash award is made, no shares are distributed.
Long-Term Performance Share Award Plan
This plan was established in 1996. There will be no payments
under the plan until the Spring of 1999. Awards under the plan are
based upon various measures of NEES performance over a three-year
period. Each award factor or measurement functions independently.
The factors include financial and operating performance.
Performance is rated on rolling three-year periods, with a new
cycle beginning each year. An individual's potential award under
the plan is a fixed percentage (ranging from 15% to 50%) of base
pay. At the end of the three-year cycle, the participant receives
NEES shares based upon the performance against the various factors.
Deferred Compensation Plan
Those executives whose contributions to the Incentive Thrift
Plan were limited by Federal law may make further contributions to
the Deferred Compensation Plan and the System will match them under
the Deferred Compensation Plan on the same terms as if the full
amount had been contributed to the Incentive Thrift Plan. However,
these amounts under the Deferred Compensation Plan may only be
invested at the then applicable prime rate or in NEES shares.
Life Insurance
NEES has established for certain senior executives life
insurance plans funded by individual policies. The combined death
benefit under these insurance plans is three times the
participant's annual salary.
After termination of employment, participants in one of the
insurance plans may elect, commencing at age 55 or later, to
receive an annuity income equal to 40% of annual salary. In that
event, the life insurance is reduced over fifteen years to an
amount equal to the participant's final annual salary. Due to
changes in the tax law, this plan was closed to new participants,
and an alternative was established with only a life insurance
benefit. The individuals listed in the NEP summary compensation
<PAGE>
table and Ms. LaFleur and Messrs. Dickson, McCabe, and Sergel are
in one or the other of these plans. These plans are structured so
that, over time, the System should recover the cost of the
insurance premiums.
Financial Counseling
NEP, Mass. Electric, and Narragansett pay for personal
financial counseling for senior executives. As required by the
IRS, a portion of the amount paid is reported as taxable income for
the executive. Financial counseling is also offered to other
employees through a limited number of seminars conducted at various
locations each year.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
NEES
----
The information required by this item is incorporated herein
by reference to the material under the caption TOTAL COMMON EQUITY
BASED HOLDINGS in the definitive proxy statement of NEES, dated
March 11, 1996, for the 1996 Annual Meeting of Shareholders,
provided that the information under the headings "Compensation
Committee Report on Executive Compensation" and "Corporate
Performance" are not so incorporated.
NEP, Mass. Electric, and Narragansett
-------------------------------------
NEES owns 100% of the voting securities of Mass. Electric and
Narragansett. NEES owns 98.85% of the voting securities of NEP.
SECURITY OWNERSHIP
The following tables list the holdings of NEES common shares
as of March 1, 1996 by NEP, Mass. Electric, and Narragansett
directors, the executive officers named in the Summary Compensation
Tables, and all directors and executive officers, as a group.
<PAGE>
<TABLE>
NEP
---
<CAPTION>
Shares Deferred
Beneficially Share
Name Owned (a) Equivalents (b)
---- ------------ --------------
<S> <C> <C>
Lawrence E. Bailey 4,978 2,980
Joan T. Bok 22,157
Frederic E. Greenman 11,154 1,729
Alfred D. Houston 12,260 3,410
Cheryl A. LaFleur 2,111 1,430
John W. Newsham 11,951 1,247
John W. Rowe 21,799 9,042
Jeffrey D. Tranen 7,451 2,610
All directors and
executive officers,
as a group ( 15 persons) 124,585 (c) 29,443
Mass. Electric
--------------
Shares Deferred
Beneficially Share
Name Owned (a) Equivalents (b)
---- ------------ -------------
Urville J. Beaumont 226 (d)
Joan T. Bok 22,157
Sally L. Collins 227
John H. Dickson 8,970 1,948
Kalyan K. Ghosh 0
David L. Holt 5,596 1,464
Charles B. Housen 165
Cheryl A. LaFleur 2,111 1,430
Patricia McGovern 105
Anthony C. Pini 6,757 572
John F. Reilly 227
John W. Rowe 21,799 9,042
Nancy H. Sala 6,779 (e) 946
Richard P. Sergel 7,728 2,534
Roslyn M. Watson 327
All directors and
executive officers,
as a group (25 persons) 129,752 (c) 24,937
</TABLE>
<PAGE>
<TABLE>
Narragansett
------------
<CAPTION>
Shares Deferred
Beneficially Share
Name Owned (a) Equivalents (b)
---- ------------ -------------
<S> <C> <C>
Francis X. Beirne 3,992 105
Joan T. Bok 22,157
Stephen A. Cardi 227
Richard W. Frost 5,691 441
Frances H. Gammell 227
Joseph J. Kirby 227
Robert L. McCabe 8,705 1,851
Richard Nadeau 3,483
John W. Rowe 21,799 9,042
Richard P. Sergel 7,728 2,534
William E. Trueheart 227
William Watkins, Jr. 5,162 1,409
John A. Wilson, Jr. 608
All directors and
executive officers,
as a group (17 persons) 99,414 (c) 20,150
</TABLE>
(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
<PAGE>
voting rights or other rights associated with ownership. As
cash dividends are declared, the number of deferred share
equivalents will be increased as if the dividends were
reinvested in NEES common shares.
(c) Amount is less than 1% of the total number of shares of NEES
outstanding.
(d) Mr. Beaumont disclaims a beneficial ownership interest in 200
of these shares held under an irrevocable trust.
(e) Ms. Sala disclaims a beneficial ownership interest in 247
shares held under the Uniform Gift to Minors Act.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The construction company of Mr. Stephen A. Cardi, a director
of Narragansett, was paid approximately $77,000 in 1995 pursuant to
a contract to provide gravel to Narragansett.
Mr. John A. Wilson, Jr., a director of Narragansett, is a
consultant to Hinckley, Allen, Snyder & Comen (Attorneys).
Hinckley, Allen, Snyder & Comen was retained by Narragansett and
its affiliates in 1995.
Ms. Patricia McGovern, a director of Mass. Electric, was paid
a retainer of $15,000 by Mass. Electric for serving as a member of
a Massachusetts policy advisory committee regarding external
relations in Massachusetts.
Reference is made to Item 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT and Item 11. EXECUTIVE COMPENSATION.
<PAGE>
PART IV
Item 14. EXHIBITS AND REPORTS ON FORM 8-K
List of Exhibits
Unless otherwise indicated, the exhibits listed below are
incorporated by reference to the appropriate exhibit numbers and
the Commission file numbers indicated in parentheses.
NEES
----
(3) Agreement and Declaration of Trust dated January 2, 1926,
as amended through April 28, 1992 (Exhibit 3 to 1994 NEES
Form 10-K, File No. 1-3446).
(4) Instruments Defining the Rights of Security Holders
(a) Massachusetts Electric Company First Mortgage
Indenture and Deed of Trust, dated as of July 1,
1949, and twenty-one supplements thereto (Exhibit
7-A, File No. 1-8019; Exhibit 7-B, File No. 2-8836;
Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980
Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form
10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K,
File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K,
File No. 1-3446; Exhibit 4(a) to 1989 Form 10-K,
File No. 1-3446; Exhibit 4(a) to 1992 Form 10-K,
File No. 1-3446; Exhibit 4(a) to 1993 Form 10-K,
File No. 1-3446; Twenty-first Supplemental
Indenture (filed herewith)).
(b) The Narragansett Electric Company First Mortgage
Indenture and Deed of Trust, dated as of September
1, 1944, and twenty-two supplements thereto
(Exhibit 7-1, File No. 2-7042; Exhibit 7-B, File
No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit
4-D, File No. 2-10056; Exhibit 4 to 1980 Form 10-K,
File No. 0-898; Exhibit 4 to 1982 Form 10-K, File
No. 0-898; Exhibit 4 to 1983 Form 10-K, File No.
0-898; Exhibit 4 to 1985 Form 10-K, File No. 0-898;
Exhibit 4 to 1986 Form 10-K, File No. 0-898;
Exhibit 4 to 1987 Form 10-K, File No. 0-898;
Exhibit 4 to 1991 Form 10-K, File No. 0-898;
Exhibit 4(b) to 1992 Form 10-K, File No. 1-3446;
Exhibit 4(b) to 1993 Form 10-K, File No. 1-3446;
Twenty-second Supplemental Indenture (filed
herewith)).
<PAGE>
(c) The Narragansett Electric Company Preference
Provisions, as amended, dated March 23, 1993
(Exhibit 4(c) to 1993 NEES Form 10-K, File No. 1-
3446).
(d) New England Power Company Indentures General and
Refunding Mortgage Indenture and Deed of Trust
dated as of January 1, 1977 and twenty supplements
thereto (Exhibit 4(b) to 1980 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1982 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1983 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1985 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1986 Form 10-K, File No.
0-1229; Exhibit 4(c)(ii) to 1988 Form 10-K, File
No. 1-3446; Exhibit 4(c)(ii) to 1989 Form 10-K,
File No. 1-3446; Exhibit 4(c)(ii) to 1990 Form
10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1991
Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to
1992 Form 10-K, File No. 1-3446; Exhibit 4(d) to
1993 Form 10-K, File No. 1-3446; Twentieth
Supplemental Indenture (filed herewith)).
(10) Material Contracts
(a) Boston Edison Company et al. and New England Power
Company: Amended REMVEC Agreement dated August 12,
1977 (Exhibit 5-4(d), File No. 2-61881).
(b) The Connecticut Light and Power Company et al. and
New England Power Company: Sharing Agreement for
Joint Ownership, Construction and Operation of
Millstone Unit No. 3 dated as of September 1, 1973,
and Amendment dated as of August 1, 1974 (Exhibit
10-5, File No. 2-52820); Amendments dated as of
December 15, 1975 and April 1, 1986; (Exhibit
10(b), to 1990 Form 10-K, File No. 1-3446).
Transmission Support Agreement dated August 9,
1974; Instrument of Transfer to NEP with respect to
the 1979 Connecticut Nuclear Unit, and Assumption
of Obligations, dated December 17, 1975 (Exhibit
10-6(b), File No. 2-57831).
(c) Connecticut Yankee Atomic Power Company et al. and
New England Power Company: Stockholders Agreement
dated July 1, 1964 (Exhibit 13-9-A, File No.
2-23006); Power Purchase Contract dated July 1,
1964 (Exhibit 13-9-B, File No. 2-23006);
Supplementary Power Contract dated as of April 1,
1987 (Exhibit 10(c) to 1987 Form 10-K, File No.
1-3446); Capital Funds Agreement dated September 1,
1964 (Exhibit 13-9-C, File No. 2-23006);
<PAGE>
Transmission Agreement dated October 1, 1964
(Exhibit 13-9-D, File No. 2-23006); Agreement
revising Transmission Agreement dated July 1, 1979
(Exhibit to 1979 Form 10-K, File No. 1-3446);
Amendment revising Transmission Agreement dated as
of January 19, 1994 (filed herewith); Guarantee
Agreement dated as of November 13, 1981 (Exhibit
10(d) to 1981 Form 10-K, File No. 1-3446);
Guarantee Agreement dated as of August 1, 1985
(Exhibit 10(c) to 1985 Form 10-K, File No. 1-3446).
(d) Maine Yankee Atomic Power Company et al. and New
England Power Company: Capital Funds Agreement
dated May 20, 1968 and Power Purchase Contract
dated May 20, 1968 (Exhibit 4-5, File No. 2-29145);
Amendments dated as of January 1, 1984, March 1,
1984 (Exhibit 10(d) to 1983 Form 10-K, File No.
1-3446), October 1, 1984, and August 1, 1985
(Exhibit 10(d) to 1985 Form 10-K, File No. 1-3446);
Stockholders Agreement dated May 20, 1968 (Exhibit
10-20, File No. 2-34267); Additional Power Contract
dated as of February 1, 1984 (Exhibit 10(d) to 1985
Form 10-K, File No. 1-3446); Guarantee Agreement
dated as of September 23, 1985 (Exhibit 10(d) to
1985 Form 10-K, File No. 1-3446).
(e) New England Energy Incorporated Contracts
(i) Capital Funds Agreement with NEES dated
November 1, 1974 (Exhibit 10-29(b), File No.
2-52969); Amendment dated July 1, 1976, and
Amendment dated July 26, 1979 (Exhibit
10(g)(i) to 1980 Form 10-K, File No. 1-3446);
Amendment dated August 26, 1981 (Exhibit
10(f)(i) to 1981 Form 10-K, File No. 1-3446);
Amendment dated March 26, 1985 (Exhibit
10(e)(i) to 1985 Form 10-K, File No. 1-3446);
Amendment dated as of April 28, 1989 (Exhibit
10(e)(i) to 1989 Form 10-K, File No. 1-3446);
Amendment dated as of June 1, 1990 (Exhibit
10(e)(i) to 1990 Form 10-K, File No. 1-3446).
(ii) Loan Agreement with NEES dated July 19, 1978
and effective November 1, 1974, and Amendment
dated July 26, 1979 (Exhibit 10(g)(iii) to
1980 Form 10-K, File No. 1-3446); Amendment
dated August 26, 1981 (Exhibit 10(f)(ii) to
1981 Form 10-K, File No. 1-3446); Amendment
dated March 26, 1985 (Exhibit 10(e)(ii) to
1985 Form 10-K, File No. 1-3446); Amendment
dated as of April 28, 1989 (Exhibit 10(e)(ii)
to 1989 Form 10-K, File No. 1-3446);
<PAGE>
Amendment dated as of June 1, 1990 (Exhibit
10(e)(ii) to 1990 Form 10-K, File No.
1-3446).
(iii) Fuel Purchase Contract with New England Power
Company dated July 26, 1979, and Amendment
dated August 26, 1981 (Exhibit 10(f)(iii) to
1981 Form 10-K, File No. 1-3446); Amendment
dated March 26, 1985, and Amendment effective
January 1, 1984 (Exhibit 10(e)(iii) to 1985
Form 10-K, File No. 1-3446); Amendment dated
as of April 28, 1989 (Exhibit 10(e)(iii) to
1989 Form 10-K, File No. 1-3446).
(iv) Partnership Agreement with Samedan Oil
Corporation as Amended and Restated on
February 5, 1985 (Exhibit 10(e)(iv) to 1984
Form 10-K, File No. 1-3446); Amendment dated
as of January 14, 1992 (Exhibit 10(e)(iv) to
1991 Form 10-K, File No. 1- 3446).
(v) Credit Agreement dated as of April 13, 1995
(filed herewith).
(vi) Capital Maintenance Agreement dated November
15, 1985, and Assignment and Security
Agreement dated November 15, 1985 (Exhibit
10(e)(vi) to 1985 Form 10-K, File No.
1-3446); Amendment dated as of April 28, 1989
(Exhibit 10(e)(vi) to 1989 Form 10-K, File
No. 1-3446).
(f) New England Power Company and New England Electric
Transmission Corporation et al.: Phase I Terminal
Facility Support Agreement dated as of December 1,
1981 (Exhibit 10(g) to 1981 Form 10-K, File No.
1-3446); Amendments dated as of June 1, 1982, and
November 1, 1982 (Exhibit 10(f) to 1982 Form 10-K,
File No. 1-3446); Agreement with respect to Use of
the Quebec Interconnection dated as of December 1,
1981 (Exhibit 10(g) to 1981 Form 10-K, File No.
1-3446); Amendments dated as of May 1, 1982, and
November 1, 1982 (Exhibit 10(f) to 1982 Form 10-K,
File No. 1-3446); Amendment dated as of January 1,
1986 (Exhibit (10)(f) 1986 Form 10-K, File No.
1-3446); Agreement for Reinforcement and
Improvement of New England Power Company's
Transmission System dated as of April 1, 1983
(Exhibit 10(f) to 1983 Form 10-K, File No. 1-3446);
Lease dated as of May 16, 1983 (Exhibit 10(f) to
1983 Form 10-K, File No. 1-3446); Upper Development
- Lower Development Transmission Line Support
Agreement dated as of May 16, 1983 (Exhibit 10(f)
to 1983 Form 10-K, File No. 1-3446).
<PAGE>
(g) New England Electric Transmission Corporation and
PruCapital Management, Inc. et al: Note Agreement
dated as of September 1, 1986 (Exhibit 10(g) to
1986 Form 10-K, File No. 1-3446); Mortgage, Deed of
Trust and Security Agreement dated as of September
1, 1986 (Exhibit 10(g) to 1986 Form 10-K, File No.
1-3446); Equity Funding Agreement with New England
Electric System dated as of December 1, 1985
(Exhibit 10(g) to 1991 Form 10-K, File No. 1-3446).
(h) Vermont Electric Transmission Company, Inc. et al.
and New England Power Company: Phase I Vermont
Transmission Line Support Agreement dated as of
December 1, 1981; Amendments dated as of June 1,
1982, and November 1, 1982 (Exhibit 10(g) to 1982
Form 10-K, File No. 1-3446); Amendment dated as of
January 1, 1986 (Exhibit 10(h) to 1986 Form 10-K,
File No. 1-3446).
(i) New England Power Pool Agreement: (Exhibit 4(e),
File No. 2-43025); Amendments dated July 1, 1972,
and March 1, 1973 (Exhibit 10-15, File No.
2-48543); Amendment dated March 15, 1974 (Exhibit
10-5, File No. 2-52775); Amendment dated June 1,
1975 (Exhibit 10-14, File No. 2-57831); Amendment
dated September 1, 1975 (Exhibit 10-13, File No.
2-59182); Amendments dated December 31, 1976,
January 31, 1977, July 1, 1977, and August 1, 1977
(Exhibit 10-16, File No. 2-61881); Amendments dated
August 15, 1978, January 3, 1980, and February 1980
(Exhibit 10-3, File No. 2-68283); Amendment dated
September 1, 1981 (Exhibit 10(h) to 1981 Form 10-K,
File No. 1-3446); Amendment dated as of December 1,
1981 (Exhibit 10(h) to 1982 Form 10-K, File No.
1-3446); Amendments dated June 1, 1982, June 15,
1983, and October 1, 1983 (Exhibit 10(i) to 1983
Form 10-K, File No. 1-3446); Amendments dated
August 1, 1985, August 15, 1985, September 1, 1985,
and January 1, 1986 (Exhibit 10(i) to 1985 Form
10-K, File No. 1-3446); Amendment dated
September 1, 1986 (Exhibit 10(i) to 1986 Form 10-K,
File No. 1-3446); Amendment dated April 30, 1987
(Exhibit 10(i) to 1987 Form 10-K, File No. 1-3446);
Amendments dated March 1, 1988 and May 1, 1988
(Exhibit 10(i) to 1988 Form 10-K, File No. 1-3446);
Amendment dated March 15, 1989 (Exhibit 10(i) to
1989 Form 10-K, File No. 1-3446); Amendment dated
October 1, 1990 (Exhibit 10(i) to 1990 Form 10-K,
File No. 1-3446); Amendment dated as of September
15, 1992 (Exhibit 10(i) to 1992 Form 10-K, File No.
1-3446); Amendments dated as of June 1, 1993, July
1, 1995, and September 1, 1995 (filed herewith).
<PAGE>
(j) Public Service Company of New Hampshire et al. and
New England Power Company: Agreement for Joint
Ownership, Construction and Operation of New
Hampshire Nuclear Units dated as of May 1, 1973;
Amendments dated May 24, 1974, June 21, 1974,
September 25, 1974 and October 25, 1974 (Exhibit
10-18(b), File No. 2-52820); Amendment dated
January 31, 1975 (Exhibit 10-16(b), File No.
2-57831); Amendments dated April 18, 1979,
April 25, 1979, June 8, 1979, October 11, 1979,
December 15, 1979, June 16, 1980, December 31, 1980
(Exhibit 10(i) to 1980 Form 10-K, File No. 1-3446);
Amendments dated June 1, 1982, April 27, 1984,
June 15, 1984 (Exhibit 10(j) to 1984 Form 10-K,
File No. 1-3446); Amendments dated March 8, 1985,
March 14, 1986, May 1, 1986 and September 19, 1986
(Exhibit 10(j) to 1986 Form 10-K, File No. 1-3446);
Amendment dated November 12, 1987 (Exhibit 10(j) to
1987 Form 10-K, File No. 1-3446); Amendment dated
January 13, 1989 (Exhibit 10(j) to 1989 Form 10-K,
File No. 1-3446); Amendment dated as of November 1,
1990 (Exhibit 10(j) to 1991 Form 10-K, File No. 1-
3446). Transmission Support Agreement dated as of
May 1, 1973 (Exhibit 10-23, File No. 2-49184);
Instrument of Transfer to NEP with respect to the
New Hampshire Nuclear Units and Assumptions of
Obligations dated December 17, 1975 and Agreement
Among Participants in New Hampshire Nuclear Units,
certain Massachusetts Municipal Systems and
Massachusetts Municipal Wholesale Electric Company
dated May 28, 1976 (Exhibit 10-16(c), File No.
2-57831); Seventh Amendment To and Restated
Agreement for Seabrook Project Disbursing Agent
(Exhibit 10(j) to 1991 Form 10-K, File No. 1-
3446); Amendments dated as of June 29, 1992
(Exhibit 10(j) to 1992 Form 10-K, File No. 1-
3446); Seabrook Project Managing Agent Operating
Agreement dated as of June 29, 1992, and amendment
to Seabrook Project Managing Agent Agreement dated
as of June 29, 1992 (Exhibit 10(j) to 1992 Form 10-
K, File No. 1-3446).
(k) Vermont Yankee Nuclear Power Corporation et al. and
New England Power Company: Capital Funds Agreement
dated February 1, 1968, Amendment dated March 12,
1968, and Power Purchase Contract dated February 1,
1968 (Exhibit 4-6, File No. 2-29145); Amendments
dated as of June 1, 1972 and April 15, 1983
(Exhibit 10(k) to 1983 Form 10-K, File No. 1-3446)
and April 24, 1985 (Exhibit 10(k) to 1985 Form
10-K, File No. 1-3446); Amendment dated as of June
1, 1985 (Exhibit 10(k) to 1987 Form 10-K, File No.
<PAGE>
1-3446); Amendments dated as of May 6, 1988
(Exhibit 10(k) to 1988 Form 10-K, File No. 1-3446);
Amendment dated as of June 15, 1989 (Exhibit 10(k)
to 1989 Form 10-K, File No. 1-3446); Additional
Power Contract dated as of February 1, 1984
(Exhibit 10(k) to 1983 Form 10-K, File No. 1-3446);
Guarantee Agreement dated as of November 5, 1981
(Exhibit 10(j) to 1981 Form 10-K, File No. 1-3446).
(l) Yankee Atomic Electric Company et al. and New
England Power Company: Amended and Restated Power
Contract dated April 1, 1985 (Exhibit 10(l) to 1985
Form 10-K, File No. 1-3446); Amendment dated May 6,
1988 (Exhibit 10(l) to 1988 Form 10-K, File No.
1-3446); Amendments dated as of June 26, 1989 and
July 1, 1989 (Exhibit 10(l) to 1989 Form 10-K, File
No. 1-3446); Amendment dated as of February 1, 1992
(Exhibit 10(l) to 1992 Form 10-K, File No. 1-3446).
*(m) New England Electric Companies' Deferred
Compensation Plan as amended dated January 1, 1995
(filed herewith).
*(n) New England Electric System Companies Retirement
Supplement Plan as amended dated December 1, 1995
(filed herewith).
*(o) New England Electric Companies' Executive
Supplemental Retirement Plan as amended dated
January 1,1995 (filed herewith).
*(p) New England Electric Companies' Incentive
Compensation Plan as amended dated January 1, 1995
(filed herewith).
*(q) New England Electric Companies' Senior Incentive
Compensation Plan as amended dated January 1, 1995
(filed herewith).
*(r) New England Electric Companies' Incentive
Compensation Plan II as amended dated January 1,
1995 (filed herewith).
*(s) New England Electric System Directors Deferred
Compensation Plan as amended dated November 24,
1992 (Exhibit 10(s) to 1992 Form 10-K, File No.
1-3446).
*(t) Forms of Life Insurance Program (Exhibit 10(s) to
1986 Form 10-K, File No. 1-3446); and Form of Life
Insurance (Collateral Assignment) (Exhibit 10(t) to
1991 Form 10-K, File No. 1-3446).
<PAGE>
*(u) New England Electric Companies' Incentive Share
Plan as amended dated January 1, 1994 (filed
herewith).
(v) New England Power Company and New England
Hydro-Transmission Electric Company, Inc. et al:
Phase II Massachusetts Transmission Facilities
Support Agreement dated as of June 1, 1985 (Exhibit
10(t) to 1986 Form 10-K, File No. 1-3446);
Amendment dated as of May 1, 1986 (Exhibit 10(t) to
1986 Form 10-K, File No. 1-3446); Amendments dated
as of February 1, 1987, June 1, 1987, September 1,
1987, and October 1, 1987 (Exhibit 10(u) to 1987
Form 10-K, File No. 1-3446); Amendment dated as of
August 1, 1988 (Exhibit 10(u) to 1988 Form 10-K,
File No. 1-3446); Amendment dated January 1, 1989
(Exhibit 10(u) to 1990 Form 10-K, File No. 1-3446).
(w) New England Power Company and New England
Hydro-Transmission Corporation et al: Phase II New
Hampshire Transmission Facilities Support Agreement
dated as of June 1, 1985 (Exhibit 10(u) to 1986
Form 10-K, File No. 1-3446); Amendment dated as of
May 1, 1986 (Exhibit 10(u) to 1986 Form 10-K, File
No. 1-3446); Amendments dated as of February 1,
1987, June 1, 1987, September 1, 1987, and
October 1, 1987 (Exhibit 10(v) to 1987 Form 10-K,
File No. 1-3446); Amendment dated as of August
1,1988 (Exhibit 10(v) to 1988 Form 10-K, File No.
1-3446); Amendments dated January 1, 1989 and
January 1, 1990 (Exhibit 10(v) to 1990 Form 10-K,
File No. 1-3446).
(x) New England Power Company et al: Phase II New
England Power AC Facilities Support Agreement dated
as of June 1, 1985 (Exhibit 10(v) to 1986 Form
10-K, File No. 1-3446); Amendment dated as of May
1, 1986 (Exhibit 10(v) to 1986 Form 10-K, File No.
1-3446); Amendments dated as of February 1, 1987,
June 1, 1987, and September 1, 1987 (Exhibit 10(w)
to 1987 Form 10-K, File No. 1-3446); Amendment
dated as of August 1, 1988 (Exhibit 10(w) to 1988
Form 10-K, File No. 1-3446).
(y) New England Hydro-Transmission Electric Company,
Inc. and New England Electric System et al: Equity
Funding Agreement dated as of June 1, 1985 (Exhibit
10(w) to 1986 Form 10-K, File No. 1-3446);
Amendment dated as of May 1, 1986 (Exhibit 10(w) to
1986 Form 10-K, File No. 1-3446); Amendment dated
<PAGE>
as of September 1, 1987 (Exhibit 10(x) to 1987
Form 10-K, File No. 1-3446); Amendment dated as of
August 1, 1988 (Exhibit 10(x) to 1988 Form 10-K,
File No. 1-3446).
(z) New England Hydro-Transmission Corporation and New
England Electric System et al: Equity Funding
Agreement dated as of June 1, 1985 (Exhibit 10(x)
to 1986 Form 10-K, File No. 1-3446); Amendment
dated as of May 1, 1986 (Exhibit 10(x) to 1986 Form
10-K, File No. 1-3446); Amendment dated as of
September 1, 1987 (Exhibit 10(y) to 1987 Form 10-K,
File No. 1-3446); Amendment dated as of August 1,
1988 (Exhibit 10(y) to 1988 Form 10-K, File No.
1-3446).
(aa) Ocean State Power, et al., and Narragansett Energy
Resources Company: Equity Contribution Agreement
dated as of December 29, 1988 (Exhibit 10(aa) to
1988 Form 10-K, File No. 1-3446); Amendment dated
as of September 29, 1989 (Exhibit 10(aa) to 1989
Form 10-K File No. 1-3446); Ocean State Power, et
al., and New England Electric System: Equity
Contribution Support Agreement dated as of
December 29, 1988 (Exhibit 10(aa) to 1988 Form
10-K, File No. 1-3446); Amendment dated as of
September 29, 1989 (Exhibit 10(aa) to 1989 Form
10-K, File No. 1-3446); Ocean State Power II, et
al., and Narragansett Energy Resources Company:
Equity Contribution Agreement dated as of September
29, 1989 (Exhibit 10(aa) to 1989 Form 10-K File No.
1-3446); Ocean State Power II, et al., and New
England Electric System: Equity Contribution
Support Agreement dated as of September 29, 1989
(Exhibit 10(aa) to 1989 Form 10-K File No. 1-3446).
*(bb) New England Power Service Company and Joan T. Bok:
Service Credit Letter dated October 21, 1982
(Exhibit 10(cc) to 1992 Form 10-K, File No.
1-3446).
*(cc) New England Electric System and John W. Rowe:
Service Credit Letter dated December 5, 1988
(Exhibit 10(dd) to 1992 Form 10-K, File No.
1-3446).
*(dd) New England Power Service Company and the Company:
Form of Supplemental Pension Service Credit
Agreement (Exhibit 10(ee) to 1992 Form 10-K, File
No. 1-3446).
<PAGE>
*(ee) New England Electric System and Frederic E.
Greenman: Service Credit Letter dated February 23,
1994 (Exhibit 10(ee) to 1994 Form 10-K, File No. 1-
3446).
*(ff) New England Electric System and John W. Newsham;
Pension Service Credit Agreement dated February 23,
1994 (Exhibit 10(ff) to 1994 Form 10-K, File No. 1-
3446).
* Compensation related plan, contract, or arrangement.
(13) 1995 Annual Report to Shareholders (filed herewith).
(21) Subsidiary list appears in Part I of this document.
(24) Power of Attorney (filed herewith).
(27) Financial Data Schedule (filed herewith).
NEP
---
(3) (a) Articles of Organization as amended through June
27, 1987 (Exhibit 3(a) to 1988 Form 10-K, File No.
0-1229).
(b) By-laws of the Company as amended May 10, 1995
(filed herewith).
(4) General and Refunding Mortgage Indenture and Deed of Trust
dated as of January 1, 1977 and twenty supplements thereto
(Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit
4(b) to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to
1983 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form
10-K, File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K,
File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229;
Exhibit 4(c)(ii) to 1989 NEES Form 10-K, File No. 1-3446;
Exhibit 4(c)(ii) to 1990 NEES Form 10-K, File No. 1-3446;
Exhibit 4(c)(ii) to 1991 NEES Form 10-K, File No. 1-3446;
Exhibit 4(c)(ii) to 1992 NEES Form 10-K, File No. 1-3446;
Exhibit 4(d) to 1993 NEES Form 10-K, File No. 1-3446;
Exhibit 4(d) to 1995 NEES Form 10-K, File No. 1-3446).
(10) Material Contracts
(a) Boston Edison Company et al. and the Company:
Amended REMVEC Agreement dated August 12, 1977
(Exhibit 5-4(d), File No. 2-61881).
<PAGE>
(b) The Connecticut Light and Power Company et al. and
the Company: Sharing Agreement for Joint
Ownership, Construction and Operation of Millstone
Unit No. 3 dated as of September 1, 1973, and
Amendment dated as of August 1, 1974 (Exhibit 10-5,
File No. 2-52820); Amendments dated as of December
15, 1975 and April 1, 1986 (Exhibit 10(b) to NEES'
1990 Form 10-K File No. 1-3446). Transmission
Support Agreement dated August 9, 1974; Instrument
of Transfer to the Company with respect to the 1979
Connecticut Nuclear Unit, and Assumption of
Obligations, dated December 17, 1975 (Exhibit
10-6(b), File No. 2-57831).
(c) Connecticut Yankee Atomic Power Company et al. and
the Company: Stockholders Agreement dated July 1,
1964 (Exhibit 13-9-A, File No. 2-2006); Power
Purchase Contract dated July 1, 1964 (Exhibit
13-9-B, File No. 2-23006); Supplementary Power
Contract dated as of April 1, 1987 (Exhibit 10(c)
to 1987 Form 10-K, File No. 0-1229); Capital Funds
Agreement dated September 1, 1964 (Exhibit 13-9-C,
File No. 2-23006); Transmission Agreement dated
October 1, 1964 (Exhibit 13-9-D, File No. 2-23006);
Agreement revising Transmission Agreement dated
July 1, 1979 (Exhibit to NEES' 1979 Form 10-K, File
No. 1-3446); Amendment revising Transmission
Agreement dated as of January 19, 1994 (Exhibit
10(c) to NEES' 1995 Form 10-K, File No. 1-3446;
Five Year Capital Contribution Agreement dated
November 1, 1980 (Exhibit 10(e) to NEES' 1980 Form
10-K, File No. 1-3446); Guarantee Agreement dated
as of November 13, 1981 (Exhibit 10(d) to NEES'
1981 Form 10-K, File No. 1-3446); Guarantee
Agreement dated as of August 1, 1985 (Exhibit 10(c)
to NEES' 1985 Form 10-K, File No. 1-3446).
(d) Maine Yankee Atomic Power Company et al. and the
Company: Capital Funds Agreement dated May 20,
1968 and Power Purchase Contract dated May 20, 1968
(Exhibit 4-5, File No. 2-29145); Amendments dated
as of January 1, 1984, March 1, 1984 (Exhibit 10(d)
to NEES' 1983 Form 10-K, File No. 1-3446); October
1, 1984, and August 1, 1985 (Exhibit 10(d) to NEES'
1985 Form 10-K, File No. 1-3446); Stockholders
Agreement dated May 20, 1968 (Exhibit 10-20; File
No. 2-34267); Additional Power Contract dated as of
February 1, 1984 (Exhibit 10(d) to NEES' 1985 Form
10-K, File No. 1-3446); Guarantee Agreement dated
as of September 23, 1985 (Exhibit 10(d) to NEES'
1985 Form 10-K, File No. 1-3446).
<PAGE>
(e) Mass. Electric and the Company: Primary Service
for Resale dated February 15, 1974 (Exhibit
5-17(a), File No. 2-52969); Amendment of Service
Agreement dated June 22, 1983 (Exhibit 10(b) to
Mass. Electric's 1986 Form 10-K, File No. 0-5464);
Amendment of Service Agreement effective
November 1, 1993 (Exhibit 10(e) to 1993 Form 10-K,
File No. 0-1229); Memorandum of Understanding
effective May 22, 1994 (Exhibit 10(e) to 1994 Form
10-K, File No. 0-1229).
(f) The Narragansett Electric Company and the Company:
Primary Service for Resale dated February 15, 1974
(Exhibit 4-1(b), File No. 2-51292); Amendment of
Service Agreement dated July 26, 1990 (Exhibit 4(f)
to New England Power Company's 1990 Form 10-K, File
No. 0-1229). Amendment of Service Agreement dated
July 24, 1991 (Exhibit 10(f) to 1991 Form 10-K,
File No. 0-1229); Amendment of Service Agreement
effective November 1, 1993 (Exhibit 10(f) to 1993
Form 10-K, File No. 0- 1229); Memorandum of
Understanding effective May 22, 1994 (Exhibit 10(e)
to 1994 Form 10-K, File No. 0-1229); Amendment of
Service Agreement effective January 1, 1995 (filed
herewith).
(g) Time Charter between International Shipholding
Corp., and New England Power Company dated as of
October 27, 1994 (filed herewith); Amendments dated
as of September 22, 1995 (filed herewith).
(h) Consent and Agreement among New England Power
Company, Central Gulf Lines, Inc., Enterprise Ship
Company, Inc., and The Bank of New York dated as of
September 28, 1995 (filed herewith).
(i) New England Electric Transmission Corporation et
al. and the Company: Phase I Terminal Facility
Support Agreement dated as of December 1, 1981
(Exhibit 10(g) to NEES' 1981 Form 10-K, File No.
1-3446); Amendments dated as of June 1, 1982 and
November 1, 1982 (Exhibit 10(f) to NEES' 1982 Form
10-K, File No. 1-3446); Agreement with respect to
Use of the Quebec Interconnection dated as of
December 1, 1981 (Exhibit 10(g) to NEES' 1981 Form
10-K, File No. 1-3446); Amendments dated as of May
1, 1982 and November 1, 1982 (Exhibit 10(f) to
NEES' 1982 Form 10-K, File No. 1-3446); Amendment
dated as of January 1, 1986 (Exhibit 10(f) to NEES'
1986 Form 10-K, File No. 1-3446); Agreement for
Reinforcement and Improvement of the Company's
<PAGE>
Transmission System dated as of April 1, 1983
(Exhibit 10(f) to NEES' 1983 Form 10-K, File No.
1-3446); Lease dated as of May 16, 1983 (Exhibit
10(f) to NEES' 1983 Form 10-K, File No. 1-3446);
Upper Development-Lower Development Transmission
Line Support Agreement dated as of May 16, 1983
(Exhibit 10(f) to NEES' 1983 Form 10-K, File No.
1-3446).
(j) Vermont Electric Transmission Company, Inc. et al.
and the Company: Phase I Vermont Transmission Line
Support Agreement dated as of December 1, 1981;
Amendments dated as of June 1, 1982 and November 1,
1982 (Exhibit 10(g) to NEES' 1982 Form 10-K, File
No. 1-3446); Amendment dated as of January 1, 1986
(Exhibit 10(h) to NEES' 1986 Form 10-K, File No.
1-3446).
(k) New England Energy Incorporated and the Company:
Fuel Purchase Contract dated July 26, 1979, and
Amendment dated August 26, 1981 (Exhibit 10(f)(iii)
to NEES' 1981 Form 10-K, File No. 1-3446);
Amendment dated March 26, 1985, and Amendment
effective January 1, 1984 (Exhibit 10(e)(iii) to
NEES' 1985 Form 10-K, File No. 1-3446); Amendment
dated as of April 28, 1989 (Exhibit 10(e)(iii) to
1989 NEES Form 10-K, File No. 1-3446).
(l) New England Power Pool Agreement: (Exhibit 4(e),
File No. 2-43025); Amendments dated July 1, 1972,
March 1, 1973 (Exhibit 10-15, File No.
2-48543);Amendment dated March 15, 1974 (Exhibit
10-5, File No. 2-52775); Amendment dated June 1,
1975 (Exhibit 10-14, File No. 2-57831); Amendment
dated September 1, 1975 (Exhibit 10-13, File No.
2-59182); Amendments dated December 31, 1976,
January 31, 1977, July 1, 1977, and August 1, 1977
(Exhibit 10-16, File No. 2-61881); Amendments dated
August 15, 1978, January 3, 1980, and February 1980
(Exhibit 10-3, File No. 2-68283); Amendment dated
September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form
10-K, File No. 1-3446); Amendment dated December 1,
1981 (Exhibit 10(h) to NEES' 1982 Form 10-K, File
No. 1-3446); Amendments dated June 1, 1982,
June 15, 1983, and October 1, 1983 (Exhibit 10(i)
to NEES' 1983 Form 10-K, File 1-3446); Amendments
dated August 1, 1985, August 15, 1985, September 1,
1985, and January 1, 1986 (Exhibit 10(i) to NEES'
1985 Form 10-K, File No. 1-3446); Amendment dated
September 1, 1986 (Exhibit 10(i) to NEES' 1986 Form
10-K, File No. 1-3446); Amendment dated April 30,
1987 (Exhibit 10(i) to NEES' 1987 Form 10-K, File
<PAGE>
No. 1-3446); Amendments dated March 1, 1988 and May
1, 1988 (Exhibit 10(i) to NEES' 1988 Form 10-K,
File No. 1-3446); Amendment dated March 15, 1989
(Exhibit 10(i) to 1989 NEES Form 10-K, File No.
1-3446); Amendment dated October 1, 1990 (Exhibit
10(i) to 1990 NEES Form 10-K, File No. 1-3446);
Amendment dated October 1, 1990 Exhibit 10(i) to
1990 NEES Form 10-K, File No. 1-3446); Amendment
dated as of September 15, 1992 (Exhibit 10(i) to
1992 NEES Form 10-K, File No. 1-3446); Amendments
dated as of June 1, 1993, July 1, 1995, and
September 1, 1995 (Exhibit 10(i) to 1995 NEES Form
10-K, File No. 1-3446).
(m) New England Power Service Company and the Company:
Specimen of Service Contract (Exhibit 10(l) to 1994
Form 10-K, File No. 0-1229).
(n) Public Service Company of New Hampshire et al. and
the Company: Agreement for Joint Ownership,
Construction and Operation of New Hampshire Nuclear
Units dated as of May 1, 1973; Amendments dated May
24, 1974, June 21, 1974, September 25, 1974 and
October 25, 1974 (Exhibit 10-18(b), File No.
2-52820); Amendment dated January 31, 1975 (Exhibit
10-16(b), File No. 2-57831); Amendments dated April
18, 1979, April 25, 1979, June 8, 1979, October 11,
1979, December 15, 1979, June 16, 1980, and
December 31, 1980 (Exhibit 10(i) to NEES' 1980 Form
10-K, File No. 1-3446); Amendments dated June 1,
1982, April 27, 1984, and June 15, 1984 (Exhibit
10(j) to NEES' 1984 Form 10-K, File No. 1-3446);
Amendments dated March 8, 1985, March 14, 1986,
May 1, 1986, and September 19, 1986 (Exhibit 10(j)
to NEES' 1986 Form 10-K, File No. 1-3446);
Amendment dated November 12, 1987 (Exhibit 10(j) to
NEES' 1987 Form 10-K, File No. 1-3446); Amendment
dated January 13, 1989 (Exhibit 10(j) to NEES' 1990
Form 10-K, File No. 1-3446); Seventh Amendment as
of November 1, 1990 (Exhibit 10(m) to NEES' 1991
Form 10-K, File No. 1-3446). Transmission Support
Agreement dated as of May 1, 1973 (Exhibit 10-23,
File No. 2-49184); Instrument of Transfer to the
Company with respect to the New Hampshire Nuclear
Units and Assumptions of Obligations dated December
17, 1975 and Agreement Among Participants in New
Hampshire Nuclear Units, certain Massachusetts
Municipal Systems and Massachusetts Municipal
Wholesale Electric Company dated May 28, 1976
(Exhibit 16(c), File No. 2-57831); Seventh
Amendment To and Restated Agreement for Seabrook
Project Disbursing Agent dated as of November 1,
<PAGE>
1990 (Exhibit 10(m) to NEES' 1991 Form 10-K, File
No. 1-3446); Amendments dated as of June 29, 1992
(Exhibit 10(j) to NEES' 1992 Form 10-K, File No. 1-
3446). Settlement Agreement dated as of July 19,
1990 between Northeast Utilities Service Company
and the Company (Exhibit 10(m) to NEES' 1991 Form
10-K, File No. 1-3446). Seabrook Project Managing
Agent Operating Agreement dated as of June 29,
1992, Amendment to Seabrook Project Managing Agent
Operating Agreement dated as of June 29, 1992
(Exhibit 10(j) to NEES' 1992 Form 10-K, File No. 1-
3446).
(o) Vermont Yankee Nuclear Power Corporation et al. and
the Company: Capital Funds Agreement dated
February 1, 1968, Amendment dated March 12, 1968
and Power Purchase Contract dated February 1, 1968
(Exhibit 4-6, File No. 2-29145); Amendments dated
as of June 1, 1972, April 15, 1983 (Exhibit 10(k)
to NEES' 1983 Form 10-K, File No. 0-1229) and
April 24, 1985 (Exhibit 10(n) to NEES' 1985 Form
10-K, File No. 1-3446); Amendment dated as of
June 1, 1985 (Exhibit 10(n) to 1988 Form 10-K, File
No. 0-1229); Amendments dated May 6, 1988 (Exhibit
10(n) to 1988 Form 10-K, File No. 0-1229);
Amendment dated as of June 15, 1989 (Exhibit 10(k)
to 1989 NEES Form 10-K, File No. 1-3446);
Additional Power Contract dated as of February 1,
1984 (Exhibit 10(k) to NEES' 1983 Form 10-K, File
No. 1-3446); Guarantee Agreement dated as of
November 5, 1981 (Exhibit 10(j) to NEES' 1981 Form
10-K, File No. 1-3446).
(p) Yankee Atomic Electric Company et al. and the
Company: Amended and Restated Power Contract dated
April 1, 1985 (Exhibit 10(l) to NEES' 1985 Form
10-K, File No. 1-3446); Amendment dated May 6, 1988
(Exhibit 10(l) to NEES' 1988 Form 10-K, File No.
1-3446); Amendments dated as of June 26, 1989 and
July 1, 1989 (Exhibit 10(l) to 1989 NEES Form 10-K,
File No. 1-3446); Amendment dated as of February 1,
1992 (Exhibit 10(l) to 1992 NEES Form 10-K, File
No. 1-3446).
*(q) New England Electric Companies' Deferred
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(m) to NEES' 1995 Form 10-K, File No.
1-3446).
*(r) New England Electric System Companies Retirement
Supplement Plan as amended dated December 1, 1995
(Exhibit 10(n) to NEES' 1995 Form 10-K, File No.
1-3446).
<PAGE>
*(s) New England Electric Companies' Executive
Supplemental Retirement Plan as amended dated
January 1, 1995 (Exhibit 10(o) to NEES' 1995 Form
10-K, File No. 1-3446).
*(t) New England Electric Companies' Incentive
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(p) to NEES' 1995 Form 10-K, File No.
1-3446); New England Electric Companies' Senior
Incentive Compensation Plan as amended dated
January 1, 1995 (Exhibit 10(q) to NEES' 1995 Form
10-K, File No. 1-3446).
*(u) Forms of Life Insurance Program: (Exhibit 10(s) to
NEES' 1986 Form 10-K, File No. 1-3446); and Form of
Life Insurance (Collateral Assignment) (Exhibit
10(t) to NEES' 1991 Form 10-K, File No. 1-3446).
*(v) New England Electric Companies' Incentive
Compensation Plan II as amended dated January 1,
1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File
No. 1-3446).
*(w) New England Electric Companies' Incentive Share
Plan as amended dated January 1, 1994 (Exhibit 10
(u) to NEES 1995 Form 10-K, File No. 1-3446).
(x) New England Hydro-Transmission Electric Company,
Inc. et al. and the Company: Phase II
Massachusetts Transmission Facilities Support
Agreement dated as of June 1, 1985 (Exhibit 10(t)
to NEES' 1986 Form 10-K, File No. 1-3446);
Amendment dated as of May 1, 1986 (Exhibit 10(t) to
NEES' 1986 Form 10-K, File No. 1-3446); Amendments
dated as of February 1, 1987, June 1, 1987,
September 1, 1987, and October 1, 1987 (Exhibit
10(u) to NEES' 1987 Form 10-K, File No. 1-3446);
Amendment dated as of August 1, 1988 (Exhibit 10(u)
to NEES' 1988 Form 10-K, File No. 1-3446);
Amendment dated January 1, 1989 (Exhibit 10(u) to
NEES' 1990 Form 10-K, File No. 1-3446).
(y) New England Hydro-Transmission Corporation et al.
and the Company: Phase II New Hampshire
Transmission Facilities Support Agreement dated as
of June 1, 1985 (Exhibit 10(u) to NEES' 1986 Form
10-K, File No. 1-3446); Amendment dated as of
May 1, 1986 (Exhibit 10(u) to NEES' 1986 Form 10-K,
File No. 1-3446); Amendments dated as of February
1, 1987, June 1, 1987, September 1, 1987, and
October 1, 1987 (Exhibit 10(v) to NEES' 1987 Form
10-K, File No. 1-3446). Amendment dated as of
August 1, 1988 (Exhibit 10(v) to NEES' 1988
<PAGE>
Form 10-K, File No. 1-3446); Amendments dated
January 1, 1989 and January 1, 1990 (Exhibit 10 (v)
to NEES' 1990 Form 10-K, File No. 1-3446).
(z) Vermont Electric Power Company et al. and the
Company: Phase II New England Power AC Facilities
Support Agreement dated as of June 1, 1985 (Exhibit
10(v) to NEES' 1986 Form 10-K, File No. 1-3446);
Amendment dated as of May 1, 1986 (Exhibit 10(v) to
NEES' 1986 Form 10-K, File No. 1-3446). Amendments
dated as of February 1, 1987, June 1, 1987, and
September 1, 1987 (Exhibit 10(w) to NEES' 1987 Form
10-K, File No. 1-3446); Amendment dated as of
August 1, 1988 (Exhibit 10(w) to NEES' 1988 Form
10-K, File No. 1-3446).
(aa) TransCanada Pipelines Limited and the Company: Firm
Service Contract for Firm Transportation Service
for natural gas dated as of January 6, 1992;
Amendment dated as of March 2, 1992 (Exhibit 10(y)
to 1992 Form 10-K, File No. 0-1229); Amendment
dated as of October 29, 1993 (Exhibit 10(y) to 1994
Form 10-K, File No. 0-1229); Temporary Assignment
effective as of October 26, 1995 (filed herewith).
(bb) Renaissance Energy Ltd. and the Company: Temporary
Transportation Contract Assignment (capacity swap)
for Firm Transportation Service for natural gas
dated as of October 27, 1993; Amendment dated as of
October 25, 1994 (Exhibit 10(z) to 1994 Form 10-K,
File No. 0-1229).
(cc) Algonquin Gas Transmission Company and the Company:
X-38 Service Agreement for Firm Transportation of
natural gas dated July 3, 1992; Amendment dated
July 31, 1992 (Exhibit 10(aa) to 1992 Form 10-K,
File No. 0-1229); Amendment dated April 15, 1994
(Exhibit 10(aa) to 1994 Form 10-K, File No. 0-
1229).
(dd) ANR Pipeline Company and the Company: Gas
Transportation Agreement dated July 18, 1990
(Exhibit 10(bb) to 1992 Form 10-K, File No.
0-1229).
(ee) Columbia Gas Transmission Corporation and the
Company: Service Agreement for Service under FTS
Rate Schedule dated June 13, 1991 (Exhibit 10(cc)
to 1993 Form 10-K, File No. 0-1229).
(ff) Iroquois Gas Transmission System, L.P. and the
Company: Gas Transportation Contract for Firm
Reserved Service dated as of June 5, 1991 (Exhibit
10(dd) to 1992 Form 10-K, File No. 0-1229).
<PAGE>
(gg) Tennessee Gas Pipeline Company and the Company:
Firm Natural Gas Transportation Agreement dated
July 9, 1992 (Exhibit 10(ee) to 1992 Form 10-K,
File No. 0-1229).
* Compensation related plan, contract, or arrangement.
(13) 1995 Annual Report to Stockholders (filed herewith).
(21) Subsidiary list (filed herewith).
(24) Power of Attorney (filed herewith).
(27) Financial Data Schedule (filed herewith).
Mass. Electric
--------------
(3) (a) Articles of Organization of the Company as amended
March 5, 1993, August 11, 1993, September 20, 1993,
and November 15, 1993 (Exhibit 3(a) to 1993 Form
10-K, File No. 0-5464).
(b) By-Laws of the Company as amended February 4, 1993,
July 30, 1993, and September 15, 1993 (Exhibit 3(b)
to 1993 Form 10-K, File No. 0-5464).
(4) First Mortgage Indenture and Deed of Trust, dated as of
July 1, 1949, and twenty-one supplements thereto (Exhibit
7-A, File No. 1-8019; Exhibit 7-B, File No. 2-8836;
Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980 Form 10-K,
File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No.
0-5464; Exhibit 4 to 1986 Form 10-K, File No. 0-5464);
Exhibit 4 to 1988 Form 10-K, File No. 0-5464; Exhibit 4(a)
to 1989 NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to
1992 NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993
NEES Form 10-K, File No. 1-3446; Exhibit 4(a) to 1995 NEES
Form 10-K, File No. 1-3446).
(10) Material Contracts
(a) Boston Edison Company et al. and Company: Amended
REMVEC Agreement dated August 12, 1977 (Exhibit
5-4(d), File No. 2-61881).
(b) New England Power Company and the Company: Primary
Service for Resale dated February 15, 1974 (Exhibit
5-17(a), File No. 2-52969); Amendment of Service
Agreement dated July 22, 1983 (Exhibit 10(b) to
<PAGE>
1986 Form 10-K, File No. 0-5464); Amendment of
Service Agreement effective November 1, 1993
(Exhibit 10(e) to 1993 NEP Form 10-K, File No. 0-
1229); Memorandum of Understanding effective May
22, 1994 (Exhibit 10(e) to 1994 NEP Form 10-K, File
No. 0-1229).
(c) New England Power Pool Agreement: (Exhibit 4(e),
File No. 2-43025); Amendments dated July 1, 1972,
and March 1, 1973 (Exhibit 10-15, File No.
2-48543); Amendment dated March 15, 1974 (Exhibit
10-5, File No. 2-52775); Amendment dated June 1,
1975 (Exhibit 10-14, File No. 2-57831); Amendment
dated September 1, 1975 (Exhibit 10-13, File No.
2-59182); Amendments dated December 31, 1976,
January 31, 1977, July 1, 1977, and August 1, 1977
(Exhibit 10-16, File No. 2-61881); Amendments dated
August 15, 1978, January 3, 1980, and February 1980
(Exhibit 10-3, File No. 2-68283); Amendment dated
September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form
10-K, File No. 1-3446); Amendment dated as of
December 1, 1981 (Exhibit 10(h) to NEES' 1982 Form
10-K, File No. 1-3446); Amendments dated June 1,
1982, June 15, 1983, and October 1, 1983 (Exhibit
10(i) to NEES' 1983 Form 10-K, File No. 1-3446);
Amendments dated August 1, 1985, August 15, 1985,
September 1, 1985, and January 1, 1986 (Exhibit
10(i) to NEES' 1985 Form 10-K, File No. 1-3446);
Amendment dated September 1, 1986 (Exhibit 10(i) to
NEES' 1986 Form 10-K, File No. 1-3446); Amendments
dated April 30, 1987 (Exhibit 10(i) to NEES' 1987
Form 10-K, File No. 1-3446); Amendments dated
March 1, 1988 and May 1, 1988 (Exhibit 10(i) to
NEES' 1988 Form 10-K, File No. 1-3446); Amendment
dated March 15, 1989 (Exhibit 10(i) to 1989 NEES
Form 10-K, File No. 1-3446). Amendment dated
October 1, 1990 (Exhibit 10(i) to 1990 NEES Form
10-K, File No. 1-3446); Amendment dated as of
September 15, 1992 (Exhibit 10(i) to 1992 NEES Form
10-K, File No. 1-3446). Amendments dated as of
June 1, 1993, July 1, 1995, and September 1, 1995
(Exhibit 10(i) to 1995 NEES Form 10-K, File No. 1-
3446).
(d) New England Power Service Company and the Company:
Specimen of Service Contract (Exhibit 10(l) to 1994
NEP Form 10-K, File No. 0-1229).
(e) New England Telephone and Telegraph Company and the
Company: Specimen of Joint Ownership Agreement for
Wood Poles (Exhibit 4(e), File No. 2-24458).
<PAGE>
*(f) New England Electric Companies' Deferred
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(m) to NEES' 1995 Form 10-K, File No.
1-3446).
*(g) New England Electric System Companies Retirement
Supplement Plan as amended dated December 1, 1995
(Exhibit 10(n) to NEES' 1995 Form 10-K, File No.
1-3446).
*(h) New England Electric Companies' Executive
Supplemental Retirement Plan as amended dated
January 1, 1995 (Exhibit 10(o) to NEES' 1995 Form
10-K, File No. 1-3446).
*(i) New England Electric Companies' Incentive
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(p) to NEES' 1995 Form 10-K, File No.
1-3446).
*(j) New England Electric Companies' Form of Deferred
Compensation Agreement for Directors (Exhibit 10(p)
to NEES' 1980 Form 10-K, File No. 1-3446).
*(k) New England Electric Companies' Senior Incentive
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(q) to NEES' 1995 Form 10-K, File No.
1-3446).
*(l) Forms of Life Insurance Program: (Exhibit 10(s) to
NEES' 1986 Form 10-K, File No. 1-3446); and Form of
Life Insurance (Collateral Assignment) (Exhibit
10(t) to NEES' 1991 Form 10-K, File No. 1-3446).
*(m) New England Electric Companies' Incentive
Compensation Plan II as amended dated January 1,
1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File
No. 1-3446).
*(n) New England Electric Companies' Incentive Share
Plan as amended dated January 1, 1994 (Exhibit
10(u) to NEES' 1995 Form 10-K, File No. 1-3446).
*(o) New England Power Service Company and the Company:
Form of Supplemental Pension Service Credit
Agreement (Exhibit 10(ee) to 1992 NEES Form 10-K,
File No. 1-3446).
* Compensation related plan, contract, or arrangement.
<PAGE>
(12) Statement re computation of ratios for incorporation by
reference into the Mass. Electric registration statement
on Form S-3, Commission File No. 33-59145 (filed
herewith).
(13) 1995 Annual Report to Stockholders (filed herewith).
(24) Power of Attorney (filed herewith).
(27) Financial Data Schedule (filed herewith).
Narragansett
------------
(3) (a) Articles of Incorporation as amended June 9, 1988
(Exhibit 3(a) to 1988 Form 10-K, File No. 0-898).
(b) By-Laws of the Company (Exhibit 3 to 1980 Form
10-K, File No. 0-898).
(4) (a) First Mortgage Indenture and Deed of Trust, dated
as of September 1, 1944, and twenty-two supplements
thereto (Exhibit 7-1, File No. 2-7042; Exhibit 7-B,
File No. 2-7490; Exhibit 4-C, File No. 2-9423;
Exhibit 4-D, File No. 2-10056; Exhibit 4 to 1980
Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form
10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K,
File No. 0-898; Exhibit 4 to 1985 Form 10-K, File
No. 0-898; Exhibit 4 to 1986 Form 10-K, File No.
0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898;
Exhibit 4(b) to 1991 NEES Form 10-K, File No.
1-3446; Exhibit 4(b) to 1992 NEES Form 10-K, File
No. 1-3446; Exhibit 4(b) to 1993 NEES Form 10-K,
File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-
K, File No. 1-3446).
(b) The Narragansett Electric Company Preference
Provisions, as amended, dated March 23, 1993
(Exhibit 4(c) to 1993 NEES Form 10-K, File No. 1-
3446).
(10) Material Contracts
(a) Boston Edison Company et al. and the Company:
Amended REMVEC Agreement dated August 12, 1977
(Exhibit 5-4(d), File No. 2-61881).
(b) New England Power Company and the Company: Primary
Service for Resale dated February 15, 1974 (Exhibit
4-1(b), File No. 2-51292); Amendment of Service
<PAGE>
Agreement dated July 26, 1990 (Exhibit 10(f) to
1990 NEP Form 10-K, File No. 0-1229); Amendment of
Service Agreement dated July 24, 1991 (Exhibit 4(f)
to 1991 NEP Form 10-K, File No. 0-1229); Amendment
of Service Agreement effective November 1, 1993
(Exhibit 10(f) to 1993 NEP Form 10-K, File No. 0-
1229); Memorandum of Understanding effective May
22, 1994 (Exhibit 10(f) to 1994 NEP Form 10-K, File
No. 0-1229); Amendment of Service Agreement
effective January 1, 1995 (Exhibit 10(f) to 1995
NEP Form 10-K, File No. 0-1229).
(c) New England Power Pool Agreement: (Exhibit 4(e),
File No. 2-43025); Amendments dated July 1, 1972,
and March 1, 1973 (Exhibit 10-15, File No.
2-48543); Amendment dated March 15, 1974 (Exhibit
10-5, File No. 2-52775); Amendment dated June 1,
1975 (Exhibit 10-14, File No. 2-57831); Amendment
dated September 1, 1975 (Exhibit 10-13, File No.
2-59182); Amendments dated December 31, 1976,
January 31, 1977, July 1, 1977, and August 1, 1977
(Exhibit 10-16, File No. 2-61881); Amendments dated
August 15, 1978, January 3, 1980, and February 1980
(Exhibit 10-3, File No. 2-68283); Amendment dated
September 1, 1981 (Exhibit 10(h) to NEES' 1981 Form
10-K, File No. 1-3446); Amendment dated December 1,
1981 (Exhibit 10(h) to NEES' 1982 Form 10-K, File
No. 1-3446); Amendments dated June 1, 1982,
June 15, 1983, and October 1, 1983 (Exhibit 10(i)
to NEES' 1983 Form 10-K, File No. 1-3446);
Amendments dated August 1, 1985, August 15, 1985,
September 1, 1985, and January 1, 1986 (Exhibit 10
(i) to NEES' 1985 Form 10-K, File No. 1-3446);
Amendment dated September 1, 1986 (Exhibit 10(i) to
NEES' 1986 Form 10-K, File No. 1-3446); Amendment
dated April 30, 1987 (Exhibit 10(i) to NEES' 1987
Form 10-K, File No. 1-3446); Amendments dated March
1, 1988 and May 1, 1988 (Exhibit 10(i) to NEES'
1988 Form 10-K, File No. 1-3446); Amendment dated
March 15, 1989 (Exhibit 10(i) to 1989 NEES Form
10-K, File No. 1-3446). Amendment dated October 1,
1990 (Exhibit 10(i) to 1990 NEES' Form 10-K, File
No. 1-3446); Amendment dated as of September 15,
1992 (Exhibit 10(i) to NEES' 1992 Form 10-K, File
No. 1-3446); Amendments dated as of June 1, 1993,
July 1, 1995, and September 1, 1995 (Exhibit 10(i)
to NEES' 1995 Form 10-K, File No. 1-3446).
(d) New England Power Service Company and the Company:
Specimen of Service Contract (Exhibit 4(l) to 1994
NEP Form 10-K, File No. 0-1229).
<PAGE>
(e) New England Telephone and Telegraph Company and the
Company: Specimen of Joint Ownership Agreement for
Wood Poles (Exhibit 3(d), File No. 2-24458).
*(f) New England Electric Companies' Deferred
Compensation Plan for Officers, as amended January
1, 1995 (Exhibit 10(m) to NEES' 1995 Form 10-K,
File No. 1-3446).
*(g) New England Electric System Companies Retirement
Supplement Plan, as amended December 1, 1995
(Exhibit 10(n) to NEES' 1995 Form 10-K, File No.
1-3446).
*(h) New England Electric Companies' Executive
Supplemental Retirement Plan, as amended dated
January 1, 1995 (Exhibit 10(o) to NEES' 1995
Form 10-K, File No. 1-3446).
*(i) New England Companies' Incentive Compensation Plan,
as amended dated January 1, 1995 (Exhibit 10(p) to
NEES' 1995 Form 10-K, File No. 1-3446).
*(j) New England Electric Companies' Form of Deferred
Compensation Agreement for Directors (Exhibit 10(p)
to NEES' 1980 Form 10-K, File No. 1-3446).
*(k) New England Electric Companies' Senior Incentive
Compensation Plan as amended dated January 1, 1995
(Exhibit 10(q) to NEES' 1995 Form 10-K, File No.
1-3446).
*(l) Forms of Life Insurance Program (Exhibit 10(s) to
NEES' 1986 Form 10-K, File No. 1-3446); and Form of
Life Insurance (Collateral Assignment) (Exhibit
10(t) to NEES' 1991 Form 10-K, File No. 1-3446).
*(m) New England Electric Companies' Incentive
Compensation Plan II as amended dated January 1,
1995 (Exhibit 10(r) to NEES' 1995 Form 10-K, File
No. 1-3446).
*(n) New England Electric Companies' Incentive Share
Plan as amended dated January 1, 1994 (Exhibit
10(u) to NEES' 1995 Form 10-K, File No. 1-3446).
*(o) New England Power Service Company and the Company:
Form of Supplemental Pension Service Credit
Agreement (Exhibit 10(ee) to 1992 NEES Form 10-K,
File No. 1-3446).
* Compensation related plan, contract, or arrangement.
<PAGE>
(12) Statement re computation of ratios for incorporation by
reference into the Narragansett registration statement on
Form S-3, Commission File No. 33-61131 (filed herewith).
(13) 1995 Annual Report to Stockholders (filed herewith).
(24) Power of Attorney (filed herewith).
(27) Financial Data Schedule (filed herewith).
Reports on Form 8-K
NEES
----
NEES filed reports on Form 8-K dated January 12, 1995, February
8, 1995, March 1, 1995, March 15, 1995, May 17, 1995, July 3, 1995,
August 16, 1995, September 8, 1995, and September 29, 1995, all of
which contained Item 5.
NEP
---
NEP filed reports on Form 8-K dated January 12, 1995, February
8, 1995, May 17, 1995, and August 16, 1995, all of which contained
Item 5.
Mass. Electric
--------------
Mass. Electric filed reports on Form 8-K dated March 15, 1995,
August 16, 1995, and September 29, 1995, all of which contained
Item 5.
Narragansett
------------
Narragansett filed reports on Form 8-K dated March 1, 1995,
July 3, 1995, August 16, 1995, September 8, 1995, and October 11,
1995, all of which contained Item 5.
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf, by the undersigned thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM*
s/John W. Rowe
John W. Rowe
President and
Chief Executive Officer
March 28, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
(Signature and Title)
Principal Executive Officer
s/John W. Rowe
John W. Rowe
President and
Chief Executive Officer
Principal Financial Officer
s/Alfred D. Houston
Alfred D. Houston
Executive Vice President and
Chief Financial Officer
Principal Accounting Officer
s/Michael E. Jesanis
Michael E. Jesanis
Treasurer
Directors (a majority)
Joan T. Bok
Paul L. Joskow
John M. Kucharski
Edward H. Ladd
Joshua A. McClure
John W. Rowe s/John G. Cochrane
George M. Sage All by:
Charles E. Soule John G. Cochrane
Anne Wexler Attorney-in-fact
James Q. Wilson
James R. Winoker
Date (as to all signatures on this page)
March 28, 1996
*The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer
or agent thereof assumes or shall be held to any liability therefor.
<PAGE>
NEW ENGLAND POWER COMPANY
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. The signature
of the undersigned company shall be deemed to relate only to matters having
reference to such company.
NEW ENGLAND POWER COMPANY
s/Jeffrey D. Tranen
Jeffrey D. Tranen
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated. The signature of
each of the undersigned shall be deemed to relate only to matters having
reference to the above-named company.
(Signature and Title)
Principal Executive Officer
s/Jeffrey D. Tranen
Jeffrey D. Tranen
President
Principal Financial Officer
s/Michael E. Jesanis
Michael E. Jesanis
Treasurer
Principal Accounting Officer
s/Howard W. McDowell
Howard W. McDowell
Controller
Directors (a majority)
Joan T. Bok
Alfred D. Houston s/John G. Cochrane
Cheryl A. LaFleur
All by:
John G. Cochrane
Attorney-in-fact
Date (as to all signatures on this page)
March 28, 1996
<PAGE>
MASSACHUSETTS ELECTRIC COMPANY
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. The signature
of the undersigned company shall be deemed to relate only to matters having
reference to such company.
MASSACHUSETTS ELECTRIC COMPANY
s/John H. Dickson
John H. Dickson
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated. The signature of
each of the undersigned shall be deemed to relate only to matters having
reference to the above-named company.
(Signature and Title)
Principal Executive Officer
s/John H. Dickson
John H. Dickson
President
Principal Financial Officer
s/Michael E. Jesanis
Michael E. Jesanis
Treasurer
Principal Accounting Officer
s/Howard W. McDowell
Howard W. McDowell
Controller
Directors (a majority)
Urville J. Beaumont
Sally L. Collins
John H. Dickson
Kalyan K. Ghosh
Charles B. Housen s/John G. Cochrane
Patricia McGovern All by:
John F. Reilly, Jr. John G. Cochrane
Richard M. Shribman Attorney-in-fact
Roslyn M. Watson
Date (as to all signatures on this page)
March 28, 1996
<PAGE>
THE NARRAGANSETT ELECTRIC COMPANY
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. The signature
of the undersigned company shall be deemed to relate only to matters having
reference to such company.
THE NARRAGANSETT ELECTRIC COMPANY
s/Robert L. McCabe
Robert L. McCabe
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated. The signature of
each of the undersigned shall be deemed to relate only to matters having
reference to the above-named company.
(Signature and Title)
Principal Executive Officer
s/Robert L. McCabe
Robert L. McCabe
President
Principal Financial Officer
s/Alfred D. Houston
Alfred D. Houston
Vice President and Treasurer
Principal Accounting Officer
s/Howard W. McDowell
Howard W. McDowell
Controller
Directors (a majority)
Joan T. Bok
Stephen A. Cardi s/John G. Cochrane
Joseph J. Kirby All by:
Robert L. McCabe
John W. Rowe John G. Cochrane
Willliam E. Trueheart Attorney-in-fact
Date (as to all signatures on this page)
March 28, 1996
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<CAPTION>
References (Page)
-----------------------
1995 Annual
Form Report to
10-K Shareholders*
---- -------------
<S> <C> <C>
Report of Independent Accountants........................... 41
Statements of Consolidated Income,
Year Ended December 31, 1995, 1994 and 1993............. 24
Statements of Consolidated Retained Earnings,
Year Ended December 31, 1995, 1994 and 1993............. 24
Consolidated Balance Sheets, December 31, 1995 and 1994... 25
Consolidated Statements of Cash Flows,
Year Ended December 31, 1995, 1994 and 1993............. 26
Consolidated Statements of Capitalization,
December 31, 1995 and 1994.............................. 27
Notes to Financial Statements............................... 28-40
For the Year Ended December 31, 1995, 1994 and 1993:
Consent of Independent Accountants........................ 115
* Incorporated by Reference
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration
statements of New England Electric System on Form S-3 of the Dividend
Reinvestment and Common Share Purchase Plan (File No. 33-12313) and on
Forms S-8 of the New England Electric System Companies Incentive Thrift
Plan (File No. 33-26066), the New England Electric System Companies
Incentive Thrift Plan II (File No. 33-35470) and the Yankee Atomic
Electric Company Thrift Plan (File No. 2-67531) of our report dated March
1, 1996 on our audits of the consolidated financial statements of New
England Electric System and subsidiaries as of December 31, 1995 and 1994
and for each of the three years in the period ended December 31, 1995,
which report is incorporated by reference in this Annual Report on Form
10-K.
We also consent to the incorporation by reference in the registration
statements of New England Power Company on Forms S-3 (File Nos. 33-48257,
33-48897, and 33-49193) Massachusetts Electric Company on Form S-3 (File
No. 33-59145) and The Narragansett Electric Company on Form S-3 (File No.
33-61131) of our reports dated March 1, 1996 on our audits of the
financial statements of New England Power Company, Massachusetts Electric
Company and The Narragansett Electric Company, respectively, as of
December 31, 1995 and 1994 and for each of the three years in the period
ended December 31, 1995, which reports are incorporated by reference in
this Annual Report on Form 10-K.
s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts COOPERS & LYBRAND L.L.P.
March 28, 1996
<PAGE>
<TABLE>
NEW ENGLAND POWER COMPANY
INDEX TO FINANCIAL STATEMENTS
<CAPTION>
References (Page)
----------------------
1995 Annual
Form Report to
10-K Shareholders*
---- -------------
<S> <C> <C>
Report of Independent Accountants........................... 1
Statements of Income,
Year Ended December 31, 1995, 1994 and 1993............... 10
Statements of Retained Earnings,
Year Ended December 31, 1995, 1994 and 1993............... 10
Balance Sheets, December 31, 1995 and 1994.................. 11
Statements of Cash Flows,
Year Ended December 31, 1995, 1994 and 1993............... 12
Notes to Financial Statements............................... 13-28
For the Year Ended December 31, 1995, 1994 and 1993:
Consent of Independent Accountants....................... 115
* Incorporated by Reference
</TABLE>
<PAGE>
<TABLE>
MASSACHUSETTS ELECTRIC COMPANY
INDEX TO FINANCIAL STATEMENTS
<CAPTION>
References (Page)
----------------------
1995 Annual
Form Report to
10-K Shareholders*
---- -------------
<S> <C> <C>
Report of Independent Accountants........................... 1
Statements of Income,
Year Ended December 31, 1995, 1994 and 1993............... 8
Statements of Retained Earnings,
Year Ended December 31, 1995, 1994 and 1993............... 8
Balance Sheets, December 31, 1995 and 1994.................. 9
Statements of Cash Flows,
Year Ended December 31, 1995, 1994 and 1993............... 10
Notes to Financial Statements............................... 11-22
For the Year Ended December 31, 1995, 1994 and 1993:
Consent of Independent Accountants........................ 115
* Incorporated by Reference
</TABLE>
<PAGE>
<TABLE>
THE NARRAGANSETT ELECTRIC COMPANY
INDEX TO FINANCIAL STATEMENTS
<CAPTION>
References (Page)
----------------------
1995 Annual
Form Report to
10-K Shareholders*
---- -------------
<S> <C> <C>
Report of Independent Accountants........................... 1
Statements of Income,
Year Ended December 31, 1995, 1994 and 1993............... 8
Statements of Retained Earnings,
Year Ended December 31, 1995, 1994 and 1993............... 8
Balance Sheets, December 31, 1995 and 1994.................. 9
Statements of Cash Flows,
Year Ended December 31, 1995, 1994 and 1993............... 10
Notes to Financial Statements............................... 11-22
For the Year Ended December 31, 1995, 1994 and 1993:
Consent of Independent Accountants........................ 115
* Incorporated by Reference
</TABLE>
<PAGE>
NEES
EXHIBIT INDEX
---------------
Exhibit No. Description Page
- ----------- ----------- ----
(3) Agreement and Declaration of Incorporated
Trust dated January 2, 1926, by Reference
as amended through April 28,
1992
(4)(a) Massachusetts Electric Company Incorporated
First Mortgage Indenture and by Reference
Deed of Trust, dated as of
July 1, 1949, and twenty
supplements thereto
Twenty-first Supplemental Filed herewith
Indenture, dated as of April 1,
1995
(4)(b) The Narragansett Electric Incorporated
Company First Mortgage Indenture by Reference
and Deed of Trust, dated as of
September 1, 1944, and twenty-one
supplements thereto
Twenty-second Supplemental Filed herewith
Indenture, dated as of June 1,
1995
(4)(c) The Narragansett Electric Incorporated
Company Preference Provisions, by Reference
as amended, dated March 23, 1993
(4)(d) New England Power Company General Incorporated
and Refunding Mortgage Indenture by Reference
and Deed of Trust dated as of
January 1, 1977 and nineteen
supplements thereto
Twentieth Supplemental Indenture, Filed herewith
dated as of July 1, 1994
(10)(a) Boston Edison Company et al. and Incorporated
New England Power Company: by Reference
Amended REMVEC Agreement dated
August 12, 1977
<PAGE>
(10)(b) The Connecticut Light and Power Incorporated
Company et al. and New England by Reference
Power Company: Sharing Agreement
for Joint Ownership, Construction
and Operation of Millstone Unit No.
3 dated as of September 1, 1973, and
Amendments thereto; Transmission
Support Agreement dated August 9,
1974; Instrument of Transfer to NEP
with respect to the 1979 Connecticut
Nuclear Unit, and Assumption of
Obligations, dated December 17, 1975
(10)(c) Connecticut Yankee Atomic Power Incorporated
Company et al. and New England by Reference
Power Company: Stockholders
Agreement dated July 1, 1964;
Power Purchase Contract dated
July 1, 1964; Supplementary
Power Contract dated as of
April 1, 1987; Capital Funds
Agreement dated September 1,
1964; Transmission Agreement
dated October 1, 1964;
Agreement revising Transmission
Agreement dated July 1, 1979;
Guarantee Agreement dated as of
November 13, 1981; Guarantee
Agreement dated as of August 1,
1985
Amendment revising Transmission Filed herewith
Agreement dated as of January 19,
1994
(10)(d) Maine Yankee Atomic Power Company Incorporated
et al. and New England Power by Reference
Company: Capital Funds Agreement
dated May 20, 1968 and Power
Purchase Contract dated May 20,
1968; Amendments dated as of
January 1, 1984, March 1, 1984,
October 1, 1984, and August 1,
1985; Stockholders Agreement
dated May 20, 1968; Additional
Power Contract dated as of
February 1, 1984; Guarantee
Agreement dated as of September 23,
1985
<PAGE>
(10)(e)(i) New England Energy Incorporated Incorporated
Capital Funds Agreement with by Reference
NEES dated November 1, 1974 and
Amendments thereto
(10)(e)(ii) New England Energy Incorporated Incorporated
Loan Agreement with NEES dated by Reference
July 19, 1978 and effective
November 1, 1974, and Amendments
thereto
(10)(e)(iii) New England Energy Incorporated Incorporated
Fuel Purchase Contract with by Reference
New England Power Company dated
July 26, 1979, and Amendments
thereto
(10)(e)(iv) New England Energy Incorporated Incorporated
Partnership Agreement with by Reference
Samedan Oil Corporation as
Amended and Restated on
February 5, 1985 and Amendment
thereto
(10)(e)(v) New England Energy Incorporated Filed herewith
Credit Agreement dated as of
April 13, 1995
(10)(e)(vi) New England Energy Incorporated Incorporated
Capital Maintenance Agreement by Reference
dated November 15, 1985, and
Assignment and Security Agreement
dated November 15, 1985 and
Amendment thereto
(10)(f) New England Power Company and Incorporated
New England Electric Transmission by Reference
Corporation et al.: Phase I
Terminal Facility Support
Agreement dated as of December 1,
1981 and Amendments thereto;
Agreement with respect to Use
of the Quebec Interconnection
dated as of December 1, 1981
and Amendments thereto; Agreement
for Reinforcement and Improvement
of New England Power Company's
Transmission System dated as of
April 1, 1983; Lease dated as of
May 16, 1983; Upper Development -
Lower Development Transmission
Line Support Agreement dated as
of May 16, 1983
<PAGE>
(10)(g) New England Electric Transmission Incorporated
Corporation and PruCapital by Reference
Management, Inc. et al: Note
Agreement dated as of
September 1, 1986; Mortgage,
Deed of Trust and Security
Agreement dated as of
September 1, 1986; Equity
Funding Agreement with New
England Electric System dated
as of December 1, 1985
(10)(h) Vermont Electric Transmission Incorporated
Company, Inc. et al. and New by Reference
England Power Company: Phase I
Vermont Transmission Line
Support Agreement dated as
of December 1, 1981 and
Amendments thereto
(10)(i) New England Power Pool Incorporated
Agreement and Amendments thereto by Reference
Amendments dated as of June 1, Filed herewith
1993, July 1, 1995, and
September 1, 1995
(10)(j) Public Service Company of New Incorporated
Hampshire et al. and New England by Reference
Power Company: Agreement for
Joint Ownership, Construction
and Operation of New Hampshire
Nuclear Units dated as of
May 1, 1973 and Amendments
thereto; Transmission Support
Agreement dated as of May 1,
1973; Instrument of Transfer
to NEP with respect to the
New Hampshire Nuclear Units
and Assumptions of Obligations
dated December 17, 1975;
Agreement Among Participants
in New Hampshire Nuclear Units,
certain Massachusetts Municipal
Systems and Massachusetts
Municipal Wholesale Electric
Company dated May 28, 1976;
Seventh Amendment To and Restated
Agreement for Seabrook Project
Disbursing Agent and Amendments
thereto; Seabrook Project
Managing Agent Operating
Agreement dated as of June 29,
1992, and Amendment to Seabrook
Project Managing Agent Agreement
dated as of June 29, 1992
<PAGE>
(10)(k) Vermont Yankee Nuclear Power Incorporated
Corporation et al. and New by Reference
England Power Company: Capital
Funds Agreement dated
February 1, 1968, Amendment
dated March 12, 1968, and Power
Purchase Contract dated
February 1, 1968 and Amendments
thereto; Additional Power
Contract dated as of February 1,
1984; Guarantee Agreement dated
as of November 5, 1981
(10)(l) Yankee Atomic Electric Company Incorporated
et al. and New England Power by Reference
Company: Amended and Restated
Power Contract dated April 1,
1985 and Amendments thereto
(10)(m) New England Electric Companies' Filed herewith
Deferred Compensation Plan as
amended dated January 1, 1995
(10)(n) New England Electric System Filed herewith
Companies Retirement Supplement
Plan as amended dated December 1,
1995
(10)(o) New England Electric Companies' Filed herewith
Executive Supplemental Retirement
Plan as amended dated January 1,
1995
(10)(p) New England Electric Companies' Filed herewith
Incentive Compensation Plan as
amended dated January 1, 1995
(10)(q) New England Electric Companies' Filed herewith
Senior Incentive Compensation
Plan as amended dated January 1,
1995
(10)(r) New England Electric Companies' Filed herewith
Incentive Compensation Plan II
as amended dated January 1,
1995
(10)(s) New England Electric System Incorporated
Directors Deferred Compensation by Reference
Plan as amended dated
November 24, 1992
(10)(t) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
<PAGE>
(10)(u) New England Electric Companies' Filed herewith
Incentive Share Plan as amended
dated January 1, 1994
(10)(v) New England Power Company and Incorporated
New England Hydro-Transmission by Reference
Electric Company, Inc. et al:
Phase II Massachusetts
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(w) New England Power Company and Incorporated
New England Hydro-Transmission by Reference
Corporation et al: Phase II
New Hampshire Transmission
Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(x) New England Power Company et Incorporated
al: Phase II New England Power by Reference
AC Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(y) New England Hydro-Transmission Incorporated
Electric Company, Inc. and New by Reference
England Electric System et al:
Equity Funding Agreement dated
as of June 1, 1985 and Amendments
thereto
(10)(z) New England Hydro-Transmission Incorporated
Corporation and New England by Reference
Electric System et al: Equity
Funding Agreement dated as of
June 1, 1985 and Amendments
thereto
(10)(aa) Ocean State Power, et al., and Incorporated
Narragansett Energy Resources by Reference
Company: Equity Contribution
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989
Ocean State Power, et al., and Incorporated
New England Electric System: by Reference
Equity Contribution Support
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989;
<PAGE>
Ocean State Power II, et al., Incorporated
and Narragansett Energy Resources by Reference
Company: Equity Contribution
Agreement dated as of September 29,
1989; Ocean State Power II, et al.,
and New England Electric System:
Equity Contribution Support
Agreement dated as of
September 29, 1989
(10)(bb) New England Power Service Incorporated
Company and Joan T. Bok: by Reference
Service Credit Letter dated
October 21, 1982
(10)(cc) New England Electric System Incorporated
and John W. Rowe: Service by Reference
Credit Letter dated
December 5, 1988
(10)(dd) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(10)(ee) New England Electric System Incorporated
and Frederic E. Greenman: by Reference
Service Credit Letter dated
February 23, 1994
(10)(ff) New England Electric System Incorporated
and John W. Newsham: Pension by Reference
Service Credit Agreement dated
February 23, 1994
(13) 1995 Annual Report to Filed herewith
Shareholders
(21) Subsidiary list Incorporated
by Reference
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
<PAGE>
NEP
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
(3)(a) Articles of Organization as Incorporated
amended through June 27, 1987 by Reference
(3)(b) By-laws of the Company as Filed herewith
amended May 10, 1995
(4) General and Refunding Mortgage Incorporated
Indenture and Deed of Trust by Reference
dated as of January 1, 1977
and twenty supplements
thereto
(10)(a) Boston Edison Company et al. Incorporated
and the Company: Amended by Reference
REMVEC Agreement dated
August 12, 1977
(10)(b) The Connecticut Light and Power Incorporated
Company et al. and the Company: by Reference
Sharing Agreement for Joint
Ownership, Construction and
Operation of Millstone Unit No. 3
dated as of September 1, 1973,
and Amendments thereto;
Transmission Support Agreement
dated August 9, 1974; Instrument
of Transfer to the Company with
respect to the 1979 Connecticut
Nuclear Unit, and Assumption of
Obligations, dated December 17,
1975
(10)(c) Connecticut Yankee Atomic Power Incorporated
Company et al. and the Company: by Reference
Stockholders Agreement dated
July 1, 1964; Power Purchase
Contract dated July 1, 1964;
Supplementary Power Contract
dated as of April 1, 1987;
Capital Funds Agreement dated
September 1, 1964; Transmission
Agreement dated October 1, 1964;
Agreement revising Transmission
Agreement dated July 1, 1979;
Amendment revising Transmission
Agreement dated as of January 19,
1994; Five Year Capital Contribution
<PAGE>
Agreement dated November 1, 1980;
Guarantee Agreement dated as of
November 13, 1981; Guarantee
Agreement dated as of August 1,
1985
(10)(d) Maine Yankee Atomic Power Incorporated
Company et al. and the Company: by Reference
Capital Funds Agreement dated
May 20, 1968 and Power Purchase
Contract dated May 20, 1968;
and Amendments thereto;
Stockholders Agreement dated
May 20, 1968; Additional Power
Contract dated as of February 1,
1984; Guarantee Agreement dated
as of September 23, 1985
(10)(e) Mass. Electric and the Company: Incorporated
Primary Service for Resale dated by Reference
February 15, 1974; and Amendments
thereto; Memorandum of Understanding
effective May 22, 1994
(10)(f) The Narragansett Electric Incorporated
Company and the Company: by Reference
Primary Service for Resale
dated February 15, 1974
and Amendments thereto;
Memorandum of Understanding
effective May 22, 1994
Amendment of Service Agrement Filed herewith
effective January 1, 1995
(10)(g) Time Charter between Filed herewith
International Shipholding, Corp.
and New England Power Company
dated as of October 27, 1994;
Amendments dated as of September
22, 1995
(10)(h) Consent and Agreement among New Filed herewith
England Power Company, Central
Gulf Lines, Inc., Enterprise Ship
Company, Inc., and The Bank of
New York, dated as of September
28, 1995
(10)(i) New England Electric Incorporated
Transmission Corporation et al. by Reference
and the Company: Phase I
Terminal Facility Support
Agreement dated as of
December 1, 1981; Amendments
<PAGE>
dated as of June 1, 1982 and
November 1, 1982; Agreement with
respect to Use of the Quebec
Interconnection dated as of
December 1, 1981; Amendments
dated as of May 1, 1982 and
November 1, 1982; Amendment
dated as of January 1, 1986;
Agreement for Reinforcement
and Improvement of the Company's
Transmission System dated as
of April 1, 1983; Lease dated
as of May 16, 1983; Upper
Development-Lower Development
Transmission Line Support
Agreement dated as of May 16,
1983
(10)(j) Vermont Electric Transmission Incorporated
Company, Inc. et al. and the by Reference
Company: Phase I Vermont
Transmission Line Support
Agreement dated as of
December 1, 1981 and Amendments
thereto
(10)(k) New England Energy Incorporated Incorporated
and the Company: Fuel Purchase by Reference
Contract dated July 26, 1979,
and Amendments thereto
(10)(l) New England Power Pool Incorporated
Agreement and Amendments by Reference
thereto
(10)(m) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(n) Public Service Company of New Incorporated
Hampshire et al. and the by Reference
Company: Agreement for Joint
Ownership, Construction and
Operation of New Hampshire
Nuclear Units dated as of
May 1, 1973 and Amendments
thereto; Seventh Amendment
as of November 1, 1990;
Transmission Support Agreement
dated as of May 1, 1973;
Instrument of Transfer to the
Company with respect to the New
Hampshire Nuclear Units and
Assumptions of Obligations
dated December 17, 1975 and
<PAGE>
Agreement Among Participants
in New Hampshire Nuclear Units,
certain Massachusetts Municipal
Systems and Massachusetts
Municipal Wholesale Electric
Company dated May 28, 1976;
Seventh Amendment To and
Restated Agreement for Seabrook
Project Disbursing Agent dated
as of November 1, 1990;
Amendments dated as of
June 29, 1992
Settlement Agreement dated as Incorporated
of July 19, 1990 between by Reference
Northeast Utilities Service
Company and the Company
Seabrook Project Managing Incorporated
Agent Operating Agreement by Reference
dated as of June 29, 1992;
and Amendment thereto
(10)(o) Vermont Yankee Nuclear Power Incorporated
Corporation et al. and the by Reference
Company: Capital Funds
Agreement dated February 1,
1968, Amendment dated March 12,
1968 and Power Purchase Contract
dated February 1, 1968 and
Amendments thereto; Additional
Power Contract dated as of
February 1, 1984; Guarantee
Agreement dated as of November 5,
1981
(10)(p) Yankee Atomic Electric Company Incorporated
et al. and the Company: by Reference
Amended and Restated Power
Contract dated April 1, 1985
and Amendments thereto
(10)(q) New England Electric Companies' Incorporated
Deferred Compensation Plan as by Reference
amended dated January 1, 1995
(10)(r) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan as amended dated December 1,
1995
(10)(s) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan as amended dated January 1,
1995
<PAGE>
(10)(t) New England Electric Companies' Incorporated
Incentive Compensation Plan as by Reference
amended dated January 1, 1995;
New England Electric Companies'
Senior Incentive Compensation
Plan as amended dated January 1,
1995
(10)(u) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(v) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1,
1995
(10)(w) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(x) New England Hydro-Transmission Incorporated
Electric Company, Inc. et al. by Reference
and the Company: Phase II
Massachusetts Transmission
Facilities Support Agreement
dated as of June 1, 1985
and Amendments thereto
(10)(y) New England Hydro-Transmission Incorporated
Corporation et al. and the by Reference
Company: Phase II New Hampshire
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(z) Vermont Electric Power Company Incorporated
et al. and the Company: Phase by Reference
II New England Power AC
Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(aa) TransCanada Pipelines Limited Incorporated
and the Company: Firm Service by Reference
Contract for Firm Transportation
Service for natural gas dated
as of January 6, 1992 and
Amendments thereto
Temporary Assignment effective Filed herewith
as of October 26, 1995
<PAGE>
(10)(bb) Renaissance Energy Ltd. and Incorporated
the Company: Temporary Trans- by Reference
portation Contract Assignment
(capacity swap) for Firm
Transportation Service for
natural gas dated as of October
27, 1993; Amendment dated as of
October 25, 1994
(10)(cc) Algonquin Gas Transmission Incorporated
Company and the Company: X-38 by Reference
Service Agreement for Firm
Transportation of natural gas
dated July 3, 1992; Amendment
dated July 31, 1992; Amendment
dated as of April 15, 1994
(10)(dd) ANR Pipeline Company and the Incorporated
Company: Gas Transportation by Reference
Agreement dated July 18, 1990
(10)(ee) Columbia Gas Transmission Incorporated
Corporation and the Company: by Reference
Service Agreement for Service
under FTS Rate Schedule dated
June 13, 1991
(10)(ff) Iroquois Gas Transmission Incorporated
System, L.P. and the Company: by Reference
Gas Transportation Contract for
Firm Reserved Service dated as
of June 5, 1991
(10)(gg) Tennessee Gas Pipeline Company Incorporated
and the Company: Firm Natural by Reference
Gas Transportation Agreement
dated July 9, 1992
(13) 1995 Annual Report to Filed herewith
Stockholders
(21) Subsidiary list Filed herewith
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
<PAGE>
Mass. Electric
--------------
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
(3)(a) Articles of Organization of the Incorporated
Company as amended through by Reference
November 15, 1993
(3)(b) By-Laws of the Company as Incorporated
amended through September 15, by Reference
1993
(4) First Mortgage Indenture and Incorporated
Deed of Trust, dated as of by Reference
July 1, 1949, and twenty-one
supplements thereto
(10)(a) Boston Edison Company et al. Incorporated
and Company: Amended REMVEC by Reference
Agreement dated August 12,
1977
(10)(b) New England Power Company Incorporated
and the Company: Primary by Reference
Service for Resale dated
February 15, 1974; Amendment
of Service Agreement dated
July 22, 1983; Amendment of
Service Agreement effective
November 1, 1993; Memorandum
of Understanding effective
May 22, 1994
(10)(c) New England Power Pool Incorporated
Agreement and Amendments by Reference
thereto
(10)(d) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(e) New England Telephone and Incorporated
Telegraph Company and the by Reference
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Incorporated
Deferred Compensation Plan as by Reference
amended dated January 1, 1995
<PAGE>
(10)(g) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan as amended dated December 1,
1995
(10)(h) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan as amended dated January 1,
1995
(10)(i) New England Electric Companies' Incorporated
Incentive Compensation Plan as by Reference
amended dated January 1, 1995
(10)(j) New England Electric Companies' Incorporated
Form of Deferred Compensation by Reference
Agreement for Directors
(10)(k) New England Electric Companies' Incorporated
Senior Incentive Compensation by Reference
Plan as amended dated
January 1, 1995
(10)(l) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(m) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1,
1995
(10)(n) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(o) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(12) Statement re computation of Filed herewith
ratios for incorporation by
reference into the Mass. Electric
registration statement on Form
S-3, Commission File No. 33-59145
(13) 1995 Annual Report to Filed herewith
Stockholders
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
<PAGE>
Narragansett
-------------
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
(3)(a) Articles of Incorporation as Incorporated
amended June 9, 1988 by Reference
(3)(b) By-Laws of the Company Incorporated
by Reference
(4)(a) First Mortgage Indenture and Incorporated
Deed of Trust, dated as of by Reference
September 1, 1944, and
twenty-two supplements thereto
(4)(b) The Narragansett Electric Incorporated
Company Preference Provisions, by Reference
as amended, dated March 23, 1993
(10)(a) Boston Edison Company et al. Incorporated
and the Company: Amended REMVEC by Reference
Agreement dated August 12, 1977
(10)(b) New England Power Company and Incorporated
the Company: Primary Service for by Reference
Resale dated February 15, 1974;
Amendments of Service Agreement;
Memorandum of Understanding
effective May 22, 1994
(10)(c) New England Power Pool Agreement Incorporated
and Amendments thereto by Reference
(10)(d) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(e) New England Telephone and Incorporated
Telegraph Company and the by Reference
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Incorporated
Deferred Compensation Plan for by Reference
Officers, as amended January 1,
1995
<PAGE>
(10)(g) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan, as amended December 1, 1995
(10)(h) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan, as amended dated January 1,
1995
(10)(i) New England Companies' Incentive Incorporated
Compensation Plan, as amended by Reference
dated January 1, 1995
(10)(j) New England Electric Companies' Incorporated
Form of Deferred Compensation by Reference
Agreement for Directors
(10)(k) New England Electric Companies' Incorporated
Senior Incentive Compensation by Reference
Plan as amended dated January 1,
1995
(10)(l) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(m) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1, 1995
(10)(n) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(o) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(12) Statement re computation of Filed herewith
ratios for incorporation by
reference into the Narragansett
registration statement on Form
S-3, Commission File No. 33-61131
(13) 1995 Annual Report to Filed herewith
Stockholders
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
<PAGE>
EXHIBIT (4)(a)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
MASSACHUSETTS ELECTRIC COMPANY
(FORMERLY WORCESTER COUNTY ELECTRIC COMPANY)
TO
STATE STREET BANK AND TRUST COMPANY
(FORMERLY SECOND BANK-STATE STREET TRUST COMPANY
SUCCESSOR TO
THE SECOND NATIONAL BANK OF BOSTON)
TRUSTEE
---------------
TWENTY-FIRST
SUPPLEMENTAL INDENTURE
Dated as of April 1, 1995
---------------
Supplementing
FIRST MORTGAGE INDENTURE
and
DEED OF TRUST
To The Second National Bank of Boston, Trustee
Dated as of July 1, 1949
---------------
To Secure First Mortgage Bonds
---------------
TWENTY-SECOND ISSUE
First Mortgage Bonds - Series V
- ------------------------------------------------------------------------------
- -----------------------------------------------------------------------------
<PAGE>
MASSACHUSETTS ELECTRIC COMPANY
TWENTY-FIRST SUPPLEMENTAL INDENTURE
Dated as of April 1, 1995
---------------
TABLE OF CONTENTS
(Not part of the Indenture)
Page
CAPTIONS AND RECITALS. . . . . . . . . . . . . . . . . . . . . .1
Form of Series V Bond [Face]. . . . . . . . . . . . . .3
Form of Trustee's Certificate . . . . . . . . . . . . .5
Form of Series V Bond [Reverse] . . . . . . . . . . . .6
GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . .9
Recital of Consideration. . . . . . . . . . . . . . . .9
Grant . . . . . . . . . . . . . . . . . . . . . . . . .9
Reservations and Exceptions . . . . . . . . . . . . . 10
Habendum. . . . . . . . . . . . . . . . . . . . . . . 10
Trust Declaration . . . . . . . . . . . . . . . . . . 10
ARTICLE 1. Covenants Regarding the Trust Estate. . . . . . . . 11
1.01 Covenant against encumbrances. . . . . . . . . . 11
1.02 Covenant of seisin; warranty . . . . . . . . . . 11
ARTICLE 2. Particular Provisions Concerning the Series V Bonds 11
2.01 Issue of Series V Bonds. . . . . . . . . . . . . 12
2.02 Form of Bond . . . . . . . . . . . . . . . . . . 12
2.03 Dating and Interest Payments . . . . . . . . . . 12
2.04 Limitations on amount. . . . . . . . . . . . . . 14
2.05 Execution. . . . . . . . . . . . . . . . . . . . 14
2.06 Transfer and exchange, etc.. . . . . . . . . . . 15
2.07 Redemption . . . . . . . . . . . . . . . . . . . 15
2.08 Replacement Fund and "net earnings" definition . 16
2.09 Covenant with respect to section 13.03 of
Original Indenture. . . . . . . . . . . . . . 17
ARTICLE 3. Amendment to the Indenture. . . . . . . . . . . . . 17
3.01 Section 3.03 of the Original Indenture . . . . . 17
3.02 Section 3.04 of the Original Indenture . . . . . 17
3.03 Section 3.04 of the Original Indenture . . . . . 18
ARTICLE 4. Concerning the Trustee; Defeasance;
Miscellaneous Provisions. . . . . . . . . . . 18
4.01 Concerning the Trustee . . . . . . . . . . . . . 18
4.02 Defeasance . . . . . . . . . . . . . . . . . . . 18
4.03 Supplemental to Original Indenture . . . . . . . 19
4.04 No default under Original Indenture;
corporate authority . . . . . . . . . . . . . 19
4.05 For benefit of parties and Bondholders only. . . 19
4.06 Approval by Trustee of Bond form . . . . . . . . 19
4.07 Date of Supplemental Indenture . . . . . . . . . 19
4.08 Counterparts . . . . . . . . . . . . . . . . . . 19
4.09 Cover, headings, etc.. . . . . . . . . . . . . . 19
TESTIMONIUM AND EXECUTION. . . . . . . . . . . . . . . . . . . 20
i
<PAGE>
Page
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . 49
CERTIFICATE OF VOTES . . . . . . . . . . . . . . . . . . . . . 50
RECORDING NOTE . . . . . . . . . . . . . . . . . . . . . . . . 52
ii
<PAGE>
TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 1995, between
MASSACHUSETTS ELECTRIC COMPANY (formerly Worcester County Electric Company and
hereinafter generally called the Company), a corporation duly organized and
existing under the laws of The Commonwealth of Massachusetts, having its
principal place of business and mailing address at 25 Research Drive,
Westborough, Massachusetts, and STATE STREET BANK AND TRUST COMPANY (formerly
Second Bank-State Street Trust Company, successor to The Second National Bank
of Boston, and hereinafter generally called the Trustee), a corporation duly
organized and existing under the laws of The Commonwealth of Massachusetts,
having its principal place of business and address at 225 Franklin Street,
Boston, Massachusetts, and duly authorized to execute the trusts hereof.
WHEREAS the Company has heretofore executed and delivered to State Street
Bank and Trust Company, and its predecessors, as Trustee, its First Mortgage
Indenture and Deed of Trust, dated as of July 1, 1949, and recorded, among
other places, with Worcester District Deeds, of Worcester County,
Massachusetts, Book 3201, Page 1 and Worcester Registry District of the Land
Court as Document #12516 (hereinafter singly generally called the Original
Indenture, and with this and all other indentures supplemental thereto
collectively called the Indenture), whereby the Company has given, granted,
bargained, sold, warranted, pledged, assigned, transferred, mortgaged, and
conveyed to the Trustee all and singular the property therein described,
whether then owned or thereafter acquired, to secure its First Mortgage Bonds
(hereinafter generally called the Bonds) of an unlimited (except as therein
provided) permitted aggregate principal amount, to be issued in one or more
series as provided in the Original Indenture; and
WHEREAS the Original Indenture has heretofore been supplemented and
amended by twenty Supplemental Indentures, viz.:
Supplemental Indenture Dated as of
---------------------- -----------
First Supplemental Indenture March 1, 1951
Second Supplemental Indenture May 1, 1952
Third Supplemental Indenture October 1, 1955
Fourth Supplemental Indenture December 1, 1959
Fifth Supplemental Indenture July 1, 1961
Sixth Supplemental Indenture September 1, 1962
Seventh Supplemental Indenture December 1, 1963
Eighth Supplemental Indenture March 1, 1966
Ninth Supplemental Indenture April 1, 1968
Tenth Supplemental Indenture May 1, 1969
Eleventh Supplemental Indenture October 1, 1970
Twelfth Supplemental Indenture October 1, 1972
Thirteenth Supplemental Indenture October 1, 1975
Fourteenth Supplemental Indenture October 1, 1982
Fifteenth Supplemental Indenture June 1, 1986
Sixteenth Supplemental Indenture December 1, 1988
Seventeenth Supplemental Indenture July 1, 1989
Eighteenth Supplemental Indenture March 1, 1992
Nineteenth Supplemental Indenture January 1, 1993
Twentieth Supplemental Indenture September 1, 1993
(hereinafter referred to as the Prior Supplemental Indentures) whereby the
Company has given, granted, bargained, sold, warranted, pledged, assigned,
transferred, mortgaged, and conveyed to the Trustee all and singular the
property therein specified, whether owned at the time of the execution or
thereafter acquired by the Company, to secure its Bonds issued or to be issued
in one or more series as provided in the Original Indenture; and
WHEREAS the Company has heretofore issued under the Indenture and had
outstanding as of April 1, 1995, the following aggregate principal amount of
First Mortgage Bonds:
<PAGE>
Series Percent Due Amount
------ ------- --- ------
R various various $40,000,000
S various various $100,000,000
T various various $100,000,000
U various various $100,000,000
(hereinafter referred to as the Outstanding Bonds); and
WHEREAS the Company proposes to issue under the Indenture an additional
series of Bonds, to be designated First Mortgage Bonds, Series V (hereinafter
generally called Series V Bonds or Bonds of Series V); and
WHEREAS sections 4.07 and 4.17 of the Original Indenture provide that the
Company will from time to time give further assurances to the Trustee, and
will from time to time subject to the lien of the Indenture all after-acquired
property included or intended to be included in the trust estate, and section
12.01 of the Original Indenture provides that the Company and the Trustee may
from time to time enter into indentures supplemental to the Original Indenture
for certain purposes as therein specifically set forth, among other things to
provide for the issue of Bonds of a series other than Series A and the forms
and provisions of such other series pursuant to the provisions of section 2.02
of the Original Indenture; and to add to the covenants and agreements of the
Company such further covenants and agreements as the board of directors of the
Company shall consider to be for the protection of the holders of the Bonds
outstanding under the Indenture and for the protection of the trust estate;
and
WHEREAS section 3.04 of the Original Indenture makes provision for the
application by the Company, upon compliance with the applicable provisions of
the Indenture, for the certification and delivery of additional Bonds against
the retirement of Bonds bearing a higher interest rate, which have not been
bona fide sold, pledged or otherwise negotiated by the Company, and whereas
the parties hereto desire to amend the Indenture in order to add provisions,
not inconsistent with the security and protection intended for the protection
of the Bondholders, to clarify such provisions and to better provide for the
certification and delivery of additional Bonds based upon the retirement of
Unissued Bonds; and
WHEREAS the Company has determined to execute and the Trustee, at the
request of the Company, has further determined to join in this Supplemental
Indenture to make certain changes in the Indenture which shall not relieve the
Company or the Trustee of any obligation which it would otherwise have to any
holder, or in any manner impair the rights and remedies of any holder, of any
of the Outstanding Bonds; and
WHEREAS the Company desires to issue from time to time an unlimited
aggregate principal amount of Series V Bonds; and currently, the Company has
approval, to the extent required by law, from the Massachusetts Department of
Public Utilities to issue from time to time $100,000,000 aggregate principal
amount of Series V Bonds and execute and deliver this Twenty-first
Supplemental Indenture; and all things necessary to make such issues of Series
V Bonds, in aggregate principal amount not in excess of $100,000,000, when
executed by the Company and certified by the Trustee and delivered as herein
and in the Original Indenture provided, the legal, valid, and binding
obligations of the Company according to their tenor, and to make this Twenty-
first Supplemental Indenture a legal, valid, and binding instrument
supplemental to the Original Indenture, have in all respects been duly
authorized; and
WHEREAS the Series V Bonds and the Trustee's certificate and the form of
endorsement thereon are to be in substantially the following form:
<PAGE>
[Form of Series V Bond]
[Face]
[IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payments are made to Cede & Co., any TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]
NUMBER REGISTERED
$
CUSIP
MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, Series V
%, Due
Original Issue Date:
MASSACHUSETTS ELECTRIC COMPANY, a Massachusetts corporation (hereinafter,
with its successors and assigns as defined in the Indenture mentioned below,
generally called the Company), for value received, hereby promises to pay to
or registered assigns, on , (or earlier as
hereinafter referred to) the principal sum of DOLLARS ($
) in lawful money of the United States of America, at the corporate
trust office in Boston, Massachusetts, of State Street Bank and Trust Company
(hereinafter with its successors generally called the Trustee) or at the
corporate trust office of its successor in the trusts created by the Indenture
mentioned below, and in such other places, if any, as may be authorized for
the purpose, and to pay interest thereon, in like lawful money, from the
original issue date specified above, if the date hereof is prior to
____________, ____, or, if thereafter, from the first day of May or November,
as the case may be, next preceding the date hereof to which interest has been
paid or duly provided for (or from the date hereof if such date be either of
said days and interest has been paid or duly provided for to such date), at
the rate per annum specified below the title of this Bond, at said office of
the Trustee, semiannually, on May 1 and November 1 of each year until payment
of the principal hereof. Interest so payable, and punctually paid or duly
provided for, on the first day of May or November will be paid to the person
in whose name this Bond (or one or more Predecessor Bonds, as defined in said
Indenture) is registered at the close of business on April 15 or October 15
(whether or not a business day) next preceding such first day of May or
November. However, any such interest installment that is not punctually paid
or duly provided for shall forthwith cease to be payable to the registered
owner on such April 15 or October 15, as the case may be, and may be paid to
the person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a special record date for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Bondholders not less than fifteen days prior to such special record
date, or may be paid, at any time and without prior notice to Bondholders, to
the person in whose name this Bond is registered at the close of business on
the day next preceding the date of such payment, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Series V Bonds may at the time be listed and
upon such
<PAGE>
notice as may be required by such exchange, all as more fully provided in said
Indenture. Interest payable at maturity or upon earlier redemption will be
payable to the person to whom the principal will be payable. At the option of
the Company, interest may be paid by check payable to the order of and mailed
to the address of the person entitled thereto as the name and address of such
person shall appear on registration books maintained pursuant to said
Indenture.
Interest (including payments for partial periods) will be calculated on
the basis of a 360-day year of twelve 30-day months. Interest will not accrue
on the 31st day of any month.
The provisions of this Bond are continued on the reverse hereof and such
continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Indenture until the certificate
hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, Massachusetts Electric Company has caused this Bond
to be executed, either manually or by facsimile, under its corporate seal by
its officers thereunto duly authorized.
Dated:
MASSACHUSETTS ELECTRIC COMPANY
By And By
President Treasurer
TRUSTEE'S CERTIFICATE
This is one of the First Mortgage Bonds - Series V referred to in the
within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
As Trustee,
By
Authorized Signature
<PAGE>
[Form of Series V Bond]
[Reverse]
MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, Series V
%, Due
Original Issue Date:
This Bond is one of a duly authorized issue of First Mortgage Bonds of
the Company, issued or to be issued in one or more series, the V series, of
which this Bond is one, being designated First Mortgage Bonds, Series V, and
all of said Bonds of all series and forms being issued or to be issued under
and secured by a certain First Mortgage Indenture and Deed of Trust (herein,
with all indentures stated to be supplemental thereto to which the Trustee
shall be a party, including a Twenty-first Supplemental Indenture dated as of
April 1, 1995, generally called the Indenture), to which Indenture, an
executed counterpart of which is on file with the Trustee, reference is hereby
made for a description of the property mortgaged and pledged to the Trustee as
security for said Bonds, and for a statement of the nature and extent of the
security, the terms and conditions upon which said Bonds are or are to be
issued and secured, the rights and remedies under the Indenture of the holders
of all of said Bonds, and the rights and obligations under the Indenture of
the Company and of the Trustee; but neither the foregoing reference to the
Indenture, nor any provision of this Bond or of the Indenture, shall affect or
impair the obligation of the Company, which is absolute, unconditional, and
unalterable, to pay, at the stated or accelerated maturities herein provided,
the principal of and premium, if any, and interest on this Bond as herein
provided.
In certain events, on the conditions, in the manner, to the extent, and
with the effect set forth in the Indenture,
(1) the principal of this Bond may be declared and/or may become
due and payable before the stated maturity hereof, together with the
interest accrued hereon;
(2) the Company and the Trustee may make modifications or
alterations of the provisions of the Indenture and of this Bond with the
consent of the holders of the percent of the principal amount of the
Bonds at the time outstanding provided in the Indenture; provided,
however, that no such alteration or modification shall (a) impair the
obligation of the Company in respect of the principal of or premium or
interest on any Bond, or extend the maturity or reduce the rate or extend
the time of payment of interest thereon, or modify the terms of payment
of such principal or interest without the consent of the holder thereof,
(b) permit the creation of any lien prior to or on a parity with the lien
of the Indenture except as expressly authorized by the Indenture, or (c)
reduce the percentage of the principal amount of Bonds with the consent
of the holders of which modifications or alterations may be made as
aforesaid;
(3) the holders of the percent of the principal amount of the Bonds
at the time outstanding provided in the Indenture, may waive any existing
default under the Indenture and the consequences of any such default,
except a default in the payment of the principal of, premium, if any, or
interest on any of the Bonds, and except a default arising from the
creation of any lien prior to or on a parity with the lien of the
Indenture; [IF APPLICABLE, INSERT - and]
<PAGE>
(4) upon payment of charges and compliance with other conditions as
provided in the Indenture, the Series V Bonds [IF APPLICABLE, INSERT -
not drawn for redemption] are interchangeable, at the principal office of
the Trustee and at such other offices or agencies of the Trustee or of
the Company as may be designated for the purpose, for like aggregate
principal amounts of Bonds of the same series and original issue date
with identical terms and provisions, in denominations of $1,000 or any
integral multiples thereof (provided, however, the Company shall not be
required to make transfers or exchanges during the 15 days preceding any
interest payment date [IF APPLICABLE, INSERT - and during any reasonable
period which may be necessary in connection with the selection by lot of
Bonds to be redeemed]); and, except as aforesaid, this Bond [IF
APPLICABLE, INSERT - , if not drawn for redemption,] is transferable on
books to be kept by the Company at said office of the Trustee and at such
other offices or agencies, upon surrender and cancellation hereof at any
such office or agency, duly endorsed or accompanied by a duly executed
instrument of transfer, and thereupon a new Bond or Bonds of the same
series and original issue date with identical terms and provisions, for a
like aggregate principal amount will be issued to the transferee or
transferees in exchange for this Bond [IF APPLICABLE INSERT -; and
(5) this Bond singly or together with all or less than all other
Bonds of the same series, original issue date, and identical terms and
provisions, or, if this Bond is for a principal amount exceeding $1,000,
any part of the principal amount hereof constituting $1,000 or any
integral multiple thereof, may be called for redemption at any time prior
to maturity, whether or not on an interest payment date, upon prior
notice given by a mailing thereof to the respective registered owners of
such Bonds not less than thirty days prior to the redemption date [IF
APPLICABLE, INSERT - (a) if at the option of the Company or through the
application of moneys deposited with the Trustee as the basis for the
issuance of Bonds, at the respective general redemption prices, stated as
percentages of the called principal amount, set forth in Column A below
[IF APPLICABLE, INSERT - provided, however, that neither this Bond nor
any portion hereof shall be so redeemed prior to , , if
such redemption is for the purpose or in anticipation of refunding such
Bond, or any portion hereof, through the use, directly or indirectly, of
funds borrowed by the Company at an effective interest cost to the
Company (computed in accordance with generally accepted financial
practice) of less than % per annum,] and (b) if] through the
application of replacement fund, release, insurance, eminent domain, or
other moneys held by the Trustee, at the respective special redemption
prices, stated as percentages of the called principal amount, set forth
[IF APPLICABLE, INSERT - in Column B] below:
IF REDEEMED AT
ANY TIME IN THE
RESPECTIVE [COLUMN A [COLUMN B]
TWELVE MONTHS'
PERIOD BEGINNING
GENERAL SPECIAL
IN EACH OF THE REDEMPTION REDEMPTION
FOLLOWING YEARS PRICES] PRICES
---------------- ---------- ------------
[Table to be completed as provided in the certificate as to form.]
<PAGE>
together in each case with accrued and unpaid interest to the date fixed
for redemption [IF APPLICABLE, INSERT -, provided, however, that neither
this Bond nor any portion hereof shall be so redeemed prior to
, ]. If this Bond is called in whole or in part, and if provision has
been duly made for notice of such call and for payment as required in the
Indenture, thereafter this Bond, or such called part of the principal
amount hereof, shall cease to be secured by the lien of the Indenture, no
interest shall accrue on this Bond or such called part hereof on and
after the date fixed for redemption, and the Company after said date
fixed for redemption shall be under no further liability in respect of
the principal of or premium, if any, or interest on this Bond or such
called part hereof (except as expressly provided in the Indenture); and
if less than the whole principal amount hereof shall be so called, the
registered owner hereof shall be entitled, in addition to the sums
payable on account of the part called, to receive, without expense to
such owner, on surrender of this Bond duly endorsed or accompanied by a
duly executed instrument of transfer, one or more Series V Bonds of the
same series and original issue date with identical terms and provisions,
for an aggregate principal amount equal to that part of the principal
amount hereof not then called and paid].
Payment of the principal of and/or premium, if any, on this Bond to the
registered owner (or his registered assigns) hereof and payment of the
interest on this Bond as hereinabove provided shall be a discharge of the
Company, the Trustee, and any paying agent in respect of such principal,
premium, and/or interest, as the case may be.
No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this Bond against any incorporator, stockholder,
director, officer, employee, or agent, past, present, or future, as such, of
the Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, under
any rule of law, statute, or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators, stockholders,
directors, officers, employees, and agents being waived and released.
[End of Form of Bond]
NOW, THEREFORE, this Twenty-first Supplemental Indenture witnesseth that,
pursuant to and in execution of the powers, authorities, and obligations
conferred, imposed, and reserved in the Original Indenture, and every other
power, authority, and obligation thereto appertaining and/or enabling, and in
consideration of the premises, of the sum of $10 duly paid to the Company by
the Trustee, and of other good and valuable considerations, receipt whereof
upon the delivery of this Twenty-first Supplemental Indenture the Company
hereby acknowledges, and for the purpose of confirming the Original Indenture
as heretofore supplemented, and as an indenture hereby expressly stated to be
supplemental to the Original Indenture, and in order to secure the equal pro
rata payment (except as in the Indenture otherwise provided) of both the
principal of and the interest on all of the Bonds at any time certified,
issued, and outstanding under the Indenture according to their tenor and the
provisions of the Indenture, and to secure the faithful performance and
observance of all the covenants, obligations, conditions, and provisions
contained in the Bonds and in the Indenture, and in order to provide for the
forms, provisions, and issue of the Series V Bonds;
THE COMPANY HEREBY gives, grants, bargains, sells, warrants, pledges,
assigns, transfers, mortgages, and conveys unto the Trustee, and its
successors in the trusts of the Indenture, and its and their assigns, all and
singular the property and rights and interests in property included in the
trust estate and given, granted, bargained, sold, warranted, pledged,
assigned, transferred,
<PAGE>
mortgaged, and conveyed, by the Original Indenture and the Prior Supplemental
Indentures, or intended or required so to be, whether then or now owned or
thereafter or hereafter acquired, except such properties or rights or
interests in property as may have been released by the Trustee or sold or
disposed of in whole or in part as permitted by the Original Indenture as
heretofore supplemented and amended, including, without limiting the
generality of the foregoing, the property and rights and interests in property
specifically described in Schedule A hereto;
SUBJECT, HOWEVER, in so far as affected thereby, to any mortgages or
other encumbrances or liens constituting permitted liens as defined in the
Original Indenture, the Prior Supplemental Indentures, or herein, to the
liens, encumbrances, reservations, restrictions, limitations, covenants,
interests, and exceptions, if any, set forth or referred to in the
descriptions of such property contained in Schedules A thereto and hereto,
none of which substantially interferes with the free use and enjoyment by the
Company of the property and rights and interests in property hereinbefore
described for the general purposes and uses of the Company's electric
business;
AND SUBJECT FURTHER, as to all property of any character acquired after
the respective dates of the Original Indenture, the Prior Supplemental
Indentures, and this Twenty-first Supplemental Indenture, in so far as
affected thereby, to any mortgages, encumbrances, or liens on such
after-acquired property existing at the time of such acquisition or
contemporaneously created, conforming to the provisions of section 4.16 of the
Original Indenture;
BUT SPECIFICALLY RESERVING AND EXCEPTING from the foregoing grant,
pledge, assignment, transfer, mortgage, and conveyance, all property and
rights and interests in property of the character specifically reserved and
excepted from the grant, pledge, assignment, transfer, mortgage, and
conveyance of the Original Indenture;
TO HAVE AND TO HOLD the trust estate, with all of the privileges and
appurtenances thereunto belonging, unto the Trustee, its successors in the
trusts hereof, and its and their assigns, to its and their own use, forever;
BUT IN TRUST NEVERTHELESS for the equal pro rata benefit, security and
protection (except as provided in sections 2.09 and 2.10 of the Original
Indenture, and except in so far as a sinking, improvement, or analogous fund
or funds, established in accordance with the provisions of the Original
Indenture, may afford particular security for Bonds of one or more series, and
except for independent security as provided in section 2.02 of the Original
Indenture) of the bearers and the registered owners of the Bonds from time to
time certified, issued, and outstanding under the Indenture, and the bearers
of the coupons appertaining thereto, without (except as aforesaid) any
preference, priority, or distinction whatever of any one Bond over any other
Bond by reason of priority in the issue, sale, or negotiation thereof, or
otherwise;
PROVIDED, HOWEVER, and these presents are upon the condition, that if the
Company shall pay or cause to be paid the principal of and premium, if any,
and interest on the Bonds at the times and in the manner therein and in the
Indenture provided, and shall keep, perform, and observe all and singular the
covenants, agreements and provisions in the Bonds and in the Indenture
expressed to be kept, performed, and observed by or on the part of the
Company, then the Indenture and the estate and rights thereby and hereby
granted shall, pursuant to the provisions of Article 15 of the Original
Indenture, cease, determine, and be void, but otherwise shall be and remain in
full force and effect.
<PAGE>
AND IT IS HEREBY COVENANTED, DECLARED, AND AGREED, upon the trusts and
for the purposes aforesaid, as set forth in the following covenants,
agreements, conditions, and provisions, viz.:
ARTICLE 1.
COVENANTS REGARDING THE TRUST ESTATE
1.01. The Company covenants that the property specifically described in
the granting clauses hereof, including Schedule A hereto, and now owned by the
Company, is wholly free from and unencumbered by any defect, mortgage, pledge,
charge, or other encumbrance or lien, of any kind, superior to or on a parity
with the lien of the Indenture, except only taxes for the current year not yet
due, and those liens, encumbrances, and defects, if any, referred to in said
granting clauses; and the Company will duly and punctually remove, perform,
pay, and discharge or, if it contests, will stay (and indemnify the Trustee
from time to time to the satisfaction of the Trustee against) the enforcement
of all obligations and claims arising or to arise out of or in connection with
each and all thereof.
The Company will not create or suffer any other mortgage, pledge, charge,
or material encumbrance or lien, of any kind, superior to or on a parity with
the lien of the Indenture, upon the property included in the trust estate, or
any part thereof, now owned or hereafter acquired, except only such as are
permitted by the provisions of section 4.16 of the Original Indenture.
1.02. The Company covenants that it is lawfully seised in fee simple of
the real estate, and owns outright and is lawfully possessed in its own right,
absolutely, and unconditionally, of the other property and rights constituting
the trust estate, described in the granting clauses hereof, including Schedule
A hereto, and now owned by the Company, and has good title to, and full power
and authority to give, grant, bargain, sell, warrant, pledge, assign,
transfer, mortgage, and convey the property, rights, and interests hereby
presently given, granted, bargained, sold, warranted, pledged, assigned,
transferred, mortgaged, and conveyed or purported or intended so to be, all
subject only to taxes for the current year not yet due, and to those liens,
encumbrances, and defects, if any, referred to in said granting clauses; and
the Company will warrant and defend the title to the property from time to
time included in the trust estate, and every part thereof, to the Trustee,
against all claims and demands whatsoever of any person and all persons
claiming or to claim the same or any interest therein, subject only as
aforesaid, to permitted liens, and to mortgages, encumbrances, and liens on
after-acquired property of the character permitted by section 4.16 of the
Original Indenture.
ARTICLE 2.
PARTICULAR PROVISIONS CONCERNING THE SERIES V BONDS
In addition to the provisions of the Indenture applicable by their terms,
the following provisions relating to the form and provisions of the Series V
Bonds are established as follows:
2.01. The Series V Bonds shall be issued from time to time upon delivery
to the Trustee of a certificate as to form signed by the president or the
treasurer of the Company setting forth the matters described below.
Each issue of the Series V Bonds shall be designated in such manner as to
distinguish it from all other issues. Bonds of each such issue shall be
identical in tenor and effect. The certificates as to form shall designate,
within such limits as may be from time to time established by a directors'
<PAGE>
resolution, the designation and amount of the issue, the date of maturity
(which date shall be not less than nine months nor more than thirty years from
the original issue date of such issue of Bonds), the interest rate, the
provisions for call and redemption, if any, including any premium or premiums
payable thereon.
2.02. The Series V Bonds shall consist of fully registered Bonds without
coupons in denominations of $1,000 or any integral multiple thereof authorized
by a certificate as to form, with distinguishing letters and/or numbers as may
be determined by a certificate as to form, and all as approved by the Trustee.
The permanent Series V Bonds and Trustee's certificate shall be substantially
in the forms hereinbefore recited, with appropriate insertions, omissions, and
variations approved by the Trustee for the different issues and denominations.
The permanent Series V Bonds shall be lithographed on steel engraved tints
(or, (i) if so authorized by the certificate as to form, engraved either fully
or partially in such manner as to meet the listing requirements of any
securities exchange on which such Series V Bonds may at the time be listed or
(ii) if so authorized by the certificate as to form, printed, photocopied, or
otherwise reproduced in such manner as to meet the requirements of a
depository with which the Series V Bonds may be placed).
The certificate as to form may also provide that ownership of all of such
Series V Bonds shall be evidenced by one or more certificates placed with a
depository. If, after the initial issuance of an issue of the Series V Bonds
which had been placed with a depository, the depository is no longer willing
or able to hold such issue of the Series V Bonds, the Company may determine
that ownership of such Series V Bonds shall be evidenced in the usual
certificated form and shall advise the Trustee of its determination. In such
event, the Company shall take actions necessary to withdraw such Series V
Bonds from the depository and shall prepare and execute and cause to be
authenticated and delivered replacement Series V Bonds, in certificate form,
to the beneficial owners thereof. No provision of the certificate as to form
with respect to matters referred to in this paragraph shall be made applicable
to the holder of a Bond or Bonds of Series V the original issue date of which
is prior to the date of the certificate as to form, except at the option of
such holder.
2.03. Notwithstanding the provisions of the third paragraph of section
2.01 of the Original Indenture, each Series V Bond shall be dated and bear
interest as set forth in this section 2.03.
Each Series V Bond shall be dated the date of its certification and
delivery.
Interest will be payable from the interest payment date next preceding
the date thereof to which interest has been paid or duly provided for, (i)
unless the date thereof is an interest payment date to which interest has been
paid or duly provided for, in which case the interest shall be payable from
such date, or (ii) unless the date thereof is prior to the first interest
payment date for that issue, in which case the interest shall be payable from
the original issue date of such issue of Series V Bonds.
Interest (including payments for partial periods) will be calculated on
the basis of a 360-day year of twelve 30-day months. Interest will not accrue
on the 31st day of any month.
Except as hereinafter provided, the interest installment on any Series V
Bond which is payable, and is punctually paid or duly provided for, on any
first day of May or November shall be paid to the person in whose name that
Bond (or one or more Predecessor Bonds) is registered at the close of business
on the
<PAGE>
relevant regular record date, namely, April 15 or October 15 (whether or not a
business day) next preceding.
All Series V Bonds with an original issue date which is after the record
date for a particular interest payment date shall bear interest from such
original issue date, but payment of interest shall commence on the second
interest payment date succeeding said original issue date.
Any interest installment on any Series V Bond which is payable, but is
not punctually paid or duly provided for (in whole or in part), on any first
day of May or November (herein called Defaulted Interest) shall forthwith
cease to be payable to the registered owner on the relevant regular record
date, and such Defaulted Interest may be paid by the Company, at its election
in each case, in either of the ways provided in clause (i) or clause (ii)
below:
(i) The Company may elect to make payment of any Defaulted Interest to
the persons in whose names the Series V Bonds (or their respective Predecessor
Bonds) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Series V Bond and the date of
the proposed payment which shall be not less than forty-five days after the
receipt by the Trustee of such notice of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest, or shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such money when deposited
to be held in trust for the benefit of the persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be
not more than fifteen days nor less than five days prior to the date of the
proposed payment. The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first-class postage prepaid, to
each owner of Series V Bonds, at the owner's address on the transfer registry,
not less than fifteen days prior to such special record date. The Trustee
may, in its discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in a newspaper or newspapers
printed in the English language, customarily published on each business day,
of general circulation in each city or place where interest is payable, but
such publication shall not be a condition precedent to the establishment of
such special record date. Notice of the proposed payment of such Defaulted
Interest and the special record date therefor having been mailed as aforesaid,
such Defaulted Interest shall be paid to the persons in whose names the Series
V Bonds (or their respective Predecessor Bonds) are registered on such special
record date and shall no longer be payable pursuant to the following clause
(ii).
(ii) The Company may elect to make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of any
securities exchange on which Series V Bonds may at the time be listed, and
upon such notice as may be required by such exchange, if, after notice given
by the Company to the Trustee of the proposed payment pursuant to this clause,
such payment shall be deemed practicable by the Trustee.
Interest payable at maturity or upon earlier redemption will be payable
to the person to whom the principal will be payable in accordance with the
provisions of the Indenture.
<PAGE>
As used herein "Predecessor Bonds" of any particular Bond means every
previous Bond evidencing all or a portion of the same debt as that evidenced
by such particular Bond; and, for the purposes of this definition, any Bond
certified and delivered in lieu of a destroyed or lost Bond shall be deemed to
evidence the same debt as the destroyed or lost Bond.
Subject to the foregoing provisions of this section 2.03, each Series V
Bond upon transfer of or exchange for or in lieu of any other Series V Bond of
the same original issue date and identical terms and provisions shall carry
the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Series V Bond.
Payment of the principal of and/or premium, if any, on any Series V Bond
to the registered owner (or the owner's registered assigns) thereof and
payment of the interest on any such Bond as therein and in this section 2.03
provided shall be a discharge of the Company, the Trustee, and any paying
agent in respect of such principal, premium and/or interest, as the case may
be.
2.04. The permitted aggregate principal amount of Series V Bonds which
may be executed by the Company and certified by the Trustee shall not be
limited except as otherwise provided in Article 3 of and elsewhere in the
Original Indenture, and except that the aggregate principal amount of Bonds
certified, delivered and outstanding at any time shall never in any event
exceed the amount at that time permitted by law.
2.05. All of the Series V Bonds shall be executed, in the name and on
behalf of the Company and under its corporate seal impressed or imprinted
thereon, by its president or one of its vice-presidents, and by its treasurer
or one of its assistant treasurers, and shall be expressed to take effect as
sealed instruments. The signature of any or all of these officers on the
Series V Bonds may be either manual or facsimile. In case any officer of the
Company who shall have signed or sealed any of the Series V Bonds shall not
have been such officer on the date borne by the Bonds, or shall cease to be
such officer before the Bonds so signed or sealed shall have been actually
certified and/or delivered, such Bonds, nevertheless, by presentation to the
Trustee for certification, or by delivery, shall be adopted by the Company and
may be certified and delivered as herein provided, and thereupon shall be
issued hereunder and shall be as binding upon the Company as though the person
who signed or sealed such Bonds had been such officer of the Company on the
date borne by the Bonds and on the date of certification and delivery.
2.06. The Series V Bonds shall be transferable and exchangeable for
other fully registered bonds of the same series, original issue date and
identical terms and provisions, and may be presented for payment, and notices,
requests, and demands in respect of the Series V Bonds may be served or made,
in the manner and upon the conditions, including the payment of applicable
charges, set forth in the form of Series V Bonds hereinbefore recited and in
section 2.06 of and elsewhere in the Original Indenture; provided, however,
that the owner of any Series V Bond shall be entitled to transfer or exchange
such Bond without charge (except for any stamp tax or other governmental
charge incident thereto); and provided, further, that the Company shall not be
required (i) to issue, transfer or exchange any Series V Bond during the
fifteen days next preceding any interest payment date and during any
reasonable period which may be necessary in connection with the selection by
lot of Bonds to be redeemed, or (ii) to transfer or exchange any Series V Bond
so selected for redemption in whole or in part.
2.07. The certificate as to form shall provide, as to an issue of Series
V Bonds, whether such Bonds may be called, as a whole or in part, and whether
any part of the principal amount thereof, may be called, at the option of the
Company or pursuant to any applicable provision of the Original Indenture or
this Twenty-
<PAGE>
first Supplemental Indenture, for redemption at any time prior to maturity,
whether or not on an interest payment date, in each case upon not less than 30
days' prior notice given as hereinafter provided, at the applicable redemption
price, together in each case with accrued and unpaid interest to the
redemption date. The certificate as to form may provide, as to any issue of
Series V Bonds, that none of such Bonds shall be so called for a period of
years, as set forth in the certificate. The applicable redemption price shall
be as set forth in the certificate as to form.
The certificate as to form may provide, as to any issue of Series V
Bonds, that none of such Bonds shall be redeemed prior to a stated date at
general redemption prices if such redemption is for the purpose or in
anticipation of refunding such Bonds, or any part thereof, through the use,
directly or indirectly, of funds borrowed by the Company at an effective
interest cost to the Company (computed in accordance with generally accepted
financial practice) of less than the effective interest cost to the Company of
such Bonds.
Notice of such redemption shall be given, money for such redemption shall
be deposited with and held and applied by the Trustee, and such redemption
shall be carried out in the manner and with the effect specified in sections
5.02, 5.03, and 5.04 of the Original Indenture, subject to the provisions of
this paragraph. "Published Notice" with respect to any redemption of Series V
Bonds need not be given but a similar notice shall be mailed, first-class
postage prepaid, at least thirty days prior to any redemption date of Series V
Bonds, to each owner of the Bonds to be redeemed, at such owner's address on
the transfer registry. As a convenience, but not as a condition precedent to
a redemption, the Trustee may, in its discretion, in the name and at the
expense of the Company, cause a similar notice of redemption to be published
at least once in a newspaper or newspapers printed in the English language,
customarily published on each business day and of general circulation in each
city or place where the principal of the Bonds is payable. In case the
Company shall have elected to redeem less than all the outstanding Series V
Bonds, it shall, in each such instance, at least fifteen days before the date
upon which mailing of the notice of redemption herein mentioned is required to
be made, notify the Trustee in writing of such election and of the aggregate
principal amount of Bonds to be redeemed and the original issue date or dates
of the Series V Bonds from which redemption is to be made, and the Trustee
shall thereupon select the Bonds to be redeemed from the outstanding Series V
Bonds of the appropriate issue or issues not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection or redemption of portions of the principal of Bonds
of denominations greater than $1,000 the portions of the principal of the
Bonds so selected for partial redemption to equal $1,000 or an integral
multiple thereof (provided, however, no remaining part of such bond shall be
less than $1,000), and within ten days after receiving the aforesaid notice
shall notify the Company in writing of the Bonds selected for redemption and,
in the case of any Bond selected for partial redemption, the principal amount
thereof to be redeemed. In case the Company shall have elected to redeem less
than all of an issue of the outstanding Series V Bonds, the notice of
redemption shall state, among other things, the identification (by numbers,
groups of numbers ending in the same digit, or series of digits, or otherwise)
and, in the case of partial redemption of Bonds of denominations greater than
$1,000, the respective principal amounts of the Bonds to be redeemed.
Installments of interest on any Series V Bonds maturing on or prior to the
redemption date of such Bond shall continue to be payable as provided in
section 2.03 of this Twenty-first Supplemental Indenture.
2.08. The provisions of section 5.06 of the Original Indenture (as
amended by section 3.01 of the Second Supplemental Indenture and sections 2.07
of the Fourth and Sixth Supplemental Indentures) shall be operative so long
as any Series V Bonds are outstanding; and the provisions of sections 2.07 and
2.08 of
<PAGE>
the Fourth Supplemental Indenture, which by said sections are expressed to be
operative so long as any Series E Bonds are outstanding, shall be operative so
long as any Series V Bonds are outstanding, but subject to the provision of
section 2.07 of the Sixth Supplemental Indenture.
2.09. The Company covenants that so long as any Series V Bonds are
outstanding it will not request a successor corporation to deliver Bonds to
the Trustee in the manner and with the effect set forth in paragraphs (2),
(3), and (4) of section 13.03 of the Original Indenture.
ARTICLE 3.
AMENDMENT TO THE INDENTURE
3.01 There is hereby added to Article 3 section 3.02 of the Original
Indenture two new paragraphs at the conclusion of section 3.02 reading as
follows:
"The Company may, from time to time, and upon furnishing the
Trustee with the documents set forth in this section and in section
3.03, direct the Trustee to acknowledge on its books the right of
the Company to request the certification and delivery of Bonds
pursuant to section 3.04 up to the amount set forth in such
direction. Such rights are hereinafter called "Unissued Bonds."
Any additional property used as the basis for the acknowledgment of
the Unissued Bonds shall be deemed funded for the purposes of any
certificate required under any section of this Indenture, and such
Unissued Bonds shall be deemed to be Bonds outstanding hereunder
for the purposes of this section, section 3.03 and section 3.04
(including in any application or certificate required hereby or
thereby) in the principal amounts and having the interest rates and
maturity dates as set forth in the written application therefor but
shall not have any voting rights or be deemed to be Bonds
outstanding hereunder for any other purpose. The Trustee, upon
being furnished by the Company with an officers' certificate
surrendering the rights evidenced by any Unissued Bonds, shall
acknowledge upon its books the cancellation of said Unissued Bonds.
Any canceled Unissued Bonds not used theretofore against the
issuance of Bonds pursuant to section 3.04 shall thereafter be
treated as though they had never been outstanding.
The authorizing directors' resolutions and forms required by
paragraph (a) of this section 3.02 and the authorizations and forms
in the documents required by paragraphs (b), (e), and (f) of this
section as applicable to Unissued Bonds shall be considered
subsumed in the authorizations and forms for the Bonds to be
ultimately issued pursuant to section 3.04. The opinion required
pursuant to paragraph (d) of this section shall be appropriately
modified to reflect the use of the Unissued Bonds as herein
provided."
3.02 Section 3.04 of Article 3 of the Original Indenture is hereby
amended by adding in the 1st line after "and delivered" the following:
"and Unissued Bonds may be acknowledged by the Trustee."
3.03 There is added to Article 3 section 3.04 of the Original Indenture
two new paragraphs at the conclusion of section 3.04 reading as follows:
<PAGE>
"References herein to the certification and delivery of Bonds
to the aggregate amount of Bonds which shall have been retired and
which are unfunded shall be considered to include the aggregate
amount of Unissued Bonds which the Trustee has acknowledged
pursuant to section 3.02 and section 3.03 and which are unfunded
and not otherwise cancelled. Such Unissued Bonds shall be deemed
to be funded to the extent that they have been used as the basis
for the certification and delivery of Bonds pursuant to this
section.
Any application of the Company for the authentication and
delivery of Bonds pursuant to this section against "Unissued Bonds"
created in accordance with section 3.02 shall be accompanied by an
officers' certificate stating that retirements since July 1, 1949,
were not greater than the amount payable as an improvement fund
since July 1, 1949, and, unless there has been filed a net earnings
certificate including the interest charges on the Unissued Bonds
within the calendar year preceding the date of the application,
shall be accompanied by a net earnings certificate satisfying the
requirement of paragraph (d) of section 3.03 as far as applicable."
ARTICLE 4.
CONCERNING THE TRUSTEE; DEFEASANCE;
MISCELLANEOUS PROVISIONS
4.01. The Trustee accepts the trusts under this Twenty-first
Supplemental Indenture, and shall be entitled to, may exercise and shall be
protected by all the rights, powers, privileges, immunities, and exemptions
provided in the Original Indenture, and the provisions concerning the same are
adopted and made applicable to this Twenty-first Supplemental Indenture as
fully as if set forth herein at length. The recitals of fact contained herein
and in the Series V Bonds (except the Trustee's certificate upon said Bonds)
shall be taken as the statements of the Company and the Trustee assumes no
responsibility for the same. The Trustee makes no representations as to the
value of the trust estate or any part thereof, or as to the title of the
Company thereto, or as to the validity or adequacy of the security afforded
thereby or by the Indenture, or as to the validity of this Twenty-first
Supplemental Indenture or of the Series V Bonds. The Trustee shall not be
taken impliedly to waive hereby any right it would otherwise have.
4.02. This Twenty-first Supplemental Indenture shall become void when
the Original Indenture shall become void.
4.03. This Twenty-first Supplemental Indenture is hereby expressly
stated to be supplemental to the Original Indenture and, as provided in the
Original Indenture, shall form a part thereof and shall be so construed.
Except as herein expressly otherwise defined, the use of terms and expressions
herein is in accordance with the definitions, uses and expressions contained
in the Original Indenture.
4.04. The Company warrants that at the date of execution and delivery
hereof the Company is not in default in any respect under any of the
provisions of the Original Indenture as heretofore supplemented or of the
Outstanding Bonds, and covenants that it will perform and fulfill all the
terms, covenants, and conditions of the Indenture to be performed and
fulfilled by the Company. The Company is duly organized and existing under
the laws of The Commonwealth of Massachusetts and is duly authorized under all
applicable provisions of law to create and issue the Series V Bonds and to
execute this Twenty-first Supplemental Indenture. All corporate action on its
part for the creation and issue of the Series V Bonds and for the execution
and delivery of this Twenty-first
<PAGE>
Supplemental Indenture has been duly and effectively taken. The Series V
Bonds in the hands of the holders thereof, and this Twenty-first Supplemental
Indenture, are and will be, respectively, the legal, valid, and binding
obligations of the Company.
4.05. All the covenants and provisions of this Twenty-first Supplemental
Indenture and of the Series V Bonds are for the sole and exclusive benefit of
the parties hereto and the holders of the Bonds, and no others shall have any
legal, equitable, or other right, remedy, or claim under or by reason of this
Twenty-first Supplemental Indenture or of the Series V Bonds.
4.06. The Trustee hereby approves the form of the permanent Series V
Bonds and the form of Trustee's certificate pertaining thereto, all as
hereinbefore recited, and the form of this Twenty-first Supplemental
Indenture.
4.07. This Twenty-first Supplemental Indenture is stated to be dated as
of April 1, 1995. This is intended as and for a date for reference and for
identification, the actual time of the execution hereof being the date set
forth in the testimonium clause hereof.
4.08. This Twenty-first Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed an original; and such
counterparts shall constitute but one and the same instrument, which shall for
all purposes be sufficiently evidenced by any such original counterpart.
4.09. The cover of this Twenty-first Supplemental Indenture and all
article and description headings, and the table of contents and marginal
headings and notes, if any, are inserted for convenience only, and shall not
affect any construction or interpretation hereof.
<PAGE>
IN WITNESS WHEREOF, Massachusetts Electric Company has caused this
Twenty-first Supplemental Indenture to be executed, and its corporate seal to
be hereto affixed, by its officers thereunto duly authorized, and State Street
Bank and Trust Company has caused this Twenty-first Supplemental Indenture to
be executed, and its corporate seal to be hereto affixed, by its officers
thereunto duly authorized, all as of the day and year first above written, but
actually executed on the 9th day of May, 1995.
MASSACHUSETTS ELECTRIC
COMPANY,
[Corporate Seal]
By: M. E. Jesanis
M. E. Jesanis
Treasurer
ATTEST: Robert King Wulff
Robert King Wulff
Clerk
STATE STREET BANK AND TRUST
COMPANY,
As Trustee,
By: Daniel Golden
Daniel Golden
Assistant Vice President
{Corporate Seal]
ATTEST: Andrew M. Sinasky
Andrew M. Sinasky
Assistant Secretary
<PAGE>
<TABLE>
SCHEDULE A
All and the same rights in lands in Lenox and Stockbridge, Berkshire
County, Massachusetts, which were conveyed to Massachusetts Electric Company
by the following instruments:
<CAPTION>
Recorded with
Berkshire Middle
District Deeds
----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
<S> <C> <C> <C> <C>
LENOX
Philip Formel Aug. 30, 1994 1461 812 (SO.B.) Gen. 3106
STOCKBRIDGE
Ernest W. Hall Mar. 1, 1994 1445 499 (SO.B.) Gen. 1521
Assadour O. Tavitian et ux May 4, 1994 1461 808 (SO.B.) Gen. 1522
All and the same rights in lands in Hancock, Berkshire County,
Massachusetts, which were conveyed to Massachusetts Electric Company by the
following instruments:
Recorded with
Berkshire North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
HANCOCK
Folly Land Corp. May 2, 1994 890 846 (NO.B.) Gen. 2531
Thomas DiCicco et ux Sept. 12, 1994 Being Recorded (NO.B.) Gen. 2532
All and the same rights in lands in Alford, Egremont, Great Barrington,
Monterey, Mount Washington, New Marlborough and Sheffield, Berkshire County,
Massachusetts, which were conveyed to Massachusetts Electric Company by the
following instruments:
Recorded with
Berkshire South
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
ALFORD
G. Stephen Hamilton et al Dec. 17, 1994 920 7 (SO.B.) Gen. 634
EGREMONT
Dennis M. Newnham et al Mar. 31, 1994 894 50 (SO.B.) Gen. 4626
Phyllis Sussman Apr. 1, 1994 894 56 (SO.B.) Gen. 4627
Dek Tillett et ux May 3, 1994 897 208 (SO.B.) Gen. 4628
<PAGE>
Kenneth Vermuelen et ux June 21, 1994 902 85 (SO.B.) Gen. 4629
Margaret Christiana et al Aug. 22, 1994 907 168 (SO.B.) Gen. 4630
Alan Papscun et ux Oct. 8, 1994 912 6 (SO.B.) Gen. 4631
GREAT BARRINGTON
Doris M. Moore (Fee) Sept. 27, 1993 868 24 (SO.B.) Gen. 48A
Great Barrington Housing
Authority Nov. 26, 1993 883 84 (SO.B.) Gen. 1158
Lawrence S. Pratt June 3, 1994 897 200 (SO.B.) Gen. 1159
James M. Cavanaugh, Tr. June 3, 1994 897 204 (SO.B.) Gen. 1160
Michael G. Abdalla, Tr. June 8, 1994 902 81 (SO.B.) Gen. 1161
J. Gail Berlinger Aug. 16, 1994 907 181 (SO.B.) Gen. 1162
Southern Berkshire Chamber
of Commerce, Inc. Sept. 30, 1994 916 24 (SO.B.) Gen. 1163
George Goldleaf June 17, 1994 916 29 (SO.B.) Gen. 1164
Reistan Enterprises, Inc. July 8, 1994 916 35 (SO.B.) Gen. 1165
Richard Stanley et al,Trs. Aug. 1, 1994 916 19 (SO.B.) Gen. 1166
James J. Yonkouski July 13, 1994 916 11 (SO.B.) Gen. 1167
Marble Block Company Aug. 15, 1994 916 15 (SO.B.) Gen. 1168
Paul S. Dickinson Nov. 10, 1994 916 1 (SO.B.) Gen. 1169
Guido's Realty, Inc. Feb. 7, 1995 926 86 (SO.B.) Gen. 1170
Simon's Rock Early College
et al Dec. 21, 1994 926 76 (SO.B.) Gen. 1171
Dietrich Meyerhofer et ux Feb. 18, 1995 926 85 (SO.B.) Gen. 1172
Recorded with
Berkshire South
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
MONTEREY
Stevens Lake Associates,
Inc. Jan. 27, 1994 888 192 (SO.B.) Gen. 3540
Donald Amstead, Jr. et al Aug. 17, 1994 907 189 (SO.B.) Gen. 3541
Mark Cohen et ux Mar. 4, 1995 926 96 (SO.B.) Gen. 3542
MOUNT WASHINGTON
Bengt Granskog Aug. 12, 1994 907 164 (SO.B.) Gen. 931
NEW MARLBOROUGH
John F. White et al Dec. 30, 1993 888 191 (SO.B.) Gen. 4017
David Jacquier June 9, 1994 902 78 (SO.B.) Gen. 4018
Martin Kaplan et al June 28, 1994 902 77 (SO.B.) Gen. 4019
Alexander Vagliano July 15, 1994 907 172 (SO.B.) Gen. 4020
David R. Thorne et ux Oct. 28, 1994 920 1 (SO.B.) Gen. 4021
Nancy R. McWilliams Oct. 9, 1994 919 348 (SO.B.) Gen. 4022
SRF Realty Associates,Inc. Oct. 9, 1994 919 344 (SO.B.) Gen. 4023
SHEFFIELD
F. Sydney Smithers, Tr. Nov. 30, 1993 883 77 (SO.B.) Gen. 545
Henry J. Massini et ux July 20, 1994 907 177 (SO.B.) Gen. 546
<PAGE>
All and the same rights in lands in Attleboro, Norton, Rehoboth, Seekonk
and South Attleboro, Bristol County, Massachusetts, which were conveyed to
Massachusetts Electric Company by the following instruments:
Recorded with
Bristol North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
ATTLEBORO
Marcel Trepanier Nov. 1, 1993 5794 51 (ATT.) Gen. 1244
Roland Desmarais et al Dec. 15, 1993 5894 280 (ATT.) Gen. 1245
Allen Homes Limited
Partnership One Jan. 5, 1994 5894 286 (ATT.) Gen. 1246
Allen Homes Limited
Partnership One Mar. 11, 1994 5966 293 (ATT.) Gen. 1247
Caponigro Development
Corporation Mar. 23, 1994 5966 292 (ATT.) Gen. 1248
Pitas Construction Company Apr. 11, 1994 6002 241 (ATT.) Gen. 1249
Stanley J. Strycharz et al June 17, 1994 6088 131 (ATT.) Gen. 1250
David R. Hughes et al June 6, 1994 6073 154 (ATT.) Gen. 1251
Edward J. Casey et al July 14, 1994 6109 144 (ATT.) Gen. 1252
David R. Hughes et al June 6, 1994 6073 154 (ATT.) Gen. 1253
Thomas R. Leblanc July 19, 1994 6109 145 (ATT.) Gen. 1254
Frank Pasek July 6, 1994 6109 141 (ATT.) Gen. 1255
John E. Case, Tr. July 18, 1994 6150 183 (ATT.) Gen. 1256
Thomas A. Reeves et al Sept. 19, 1994 6164 337 (ATT.) Gen. 1257
Amalgamated Financial
Group, VIII L.P. Aug. 25, 1994 6204 156 (ATT.) Gen. 1258
Leo J. Giannino Sept. 22, 1994 6204 163 (ATT.) Gen. 1259
Stanley J. Strycharz et al Jan. 10, 1995 6279 321 (ATT.) Gen. 1260
Seven Mile River, Inc. Jan. 7, 1995 6279 322 (ATT.) Gen. 1261
David S. Wagle et al Jan. 21, 1995 6326 12 (ATT.) Gen. 1262
Glen E. Robertson Jan. 18, 1995 6326 20 (ATT.) Gen. 1263
Helene F. Dwyer et al Feb. 9, 1995 6326 28 (ATT.) Gen. 1264
Amalgamated Financial
Group, VIII L.P. Feb. 27, 1995 6326 29 (ATT.) Gen. 1265
NORTON
Robert B. Medeiros Jr.
et ux Sept. 13, 1993 5706 150 (ATT.) Gen. 503
Stanson Builders, Inc. Nov. 3, 1993 5794 47 (ATT.) Gen. 504
Madison Finance Corp. Feb. 1, 1994 5885 179 (ATT.) Gen. 505
Paul H. Murphy et al Feb. 4, 1994 5947 7 (ATT.) Gen. 506
Bryan J. Dague Feb. 1, 1994 5947 1 (ATT.) Gen. 507
Recorded with
Bristol North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
NORTON
Kenneth J. Doucette et al Feb. 2, 1994 5947 13 (ATT.) Gen. 508
<PAGE>
Timothy deMartin Apr. 14, 1994 6039 178 (ATT.) Gen. 509
Edward J. Medeiros, Tr. Apr. 26, 1994 6039 179 (ATT.) Gen. 510
A. Arnold Waterman et al May 3, 1994 6039 182 (ATT.) Gen. 511
Stephen M. DeVincent et al May 13, 1994 6039 181 (ATT.) Gen. 512
Arthur J. Amaral, Tr. June 15, 1994 6066 214 (ATT.) Gen. 513
Mark S. Giblin, Sr. June 3, 1994 6073 155 (ATT.) Gen. 514
Arthur F. Taylor, Jr.
et ux July 9, 1994 6109 143 (ATT.) Gen. 515
Jeffrey H. Fisk et al July 27, 1994 6117 69 (ATT.) Gen. 516
Charles H. Perry, Jr. Aug. 18, 1994 6204 154 (ATT.) Gen. 517
James J. Elliott, Jr. Sept. 8, 1994 6164 350 (ATT.) Gen. 518
Robert B. Medeiros, Sr.
et al, Tr. Nov. 1, 1994 6216 77 (ATT.) Gen. 519
Dale W. Bishop et al Jan. 9, 1995 6279 324 (ATT.) Gen. 520
SHER-CORP, LTD. Jan. 9, 1995 6279 325 (ATT.) Gen. 521
John N. Schneider, Jr. Jan. 31, 1995 6326 7 (ATT.) Gen. 522
Alfred A. Gariepy et al Jan. 23, 1995 6326 8 (ATT.) Gen. 523
Andrew Jurgilewicz Jan. 22, 1995 6326 9 (ATT.) Gen. 524
Creative Homes, Inc. Mar. 13, 1995 6326 2 (ATT.) Gen. 525
REHOBOTH
Ruth Coburn et al Apr. 30, 1986 6066 215 (ATT.) Gen. 354
Arthur R. DiIorio et ux Jan. 13, 1994 5894 281 (ATT.) Gen. 373
Anthony M. Lunghi et ux Mar. 8, 1994 5947 19 (ATT.) Gen. 374
Albert W. Berry et ux Mar. 23, 1994 6002 236 (ATT.) Gen. 375
William J. Drohan et al Apr. 11, 1994 6002 237 (ATT.) Gen. 376
Marguerite Q. Tarter Apr. 13, 1994 6039 180 (ATT.) Gen. 377
Alvaro S. Sousa et ux May 11, 1994 6088 130 (ATT.) Gen. 378
Jean Paul Barriere et ux Apr. 30, 1994 6039 191 (ATT.) Gen. 379
Rehoboth Antiquarian
Society July 18, 1994 6109 142 (ATT.) Gen. 380
Scott J. Douglass et ux July 14, 1994 6109 146 (ATT.) Gen. 381
Catherine Young July 22, 1994 6117 70 (ATT.) Gen. 382
Leonard Mills, Sr. July 20, 1994 6117 71 (ATT.) Gen. 383
Ronald C. Westberg et al Oct. 14, 1994 6204 171 (ATT.) Gen. 384
Kenneth R. Marchand et al Dec. 1, 1994 6326 1 (ATT.) Gen. 385
Jeffrey Fisk Jan. 3, 1995 6279 306 (ATT.) Gen. 386
Richard A. Demers, Tr. Dec. 27, 1994 6279 313 (ATT.) Gen. 387
SEEKONK
Keith J. Correia, Inc. Dec. 2, 1993 5806 75 (ATT.) Gen. 838
Ronald W. Robson Nov. 23, 1993 5894 282 (ATT.) Gen. 839
Richard L. Lundgren et al Mar. 17, 1994 5966 290 (ATT.) Gen. 840
Frederick E. Gillett et al Mar. 26, 1994 5966 291 (ATT.) Gen. 841
Mark D. Hayes et al Apr. 20, 1994 6039 187 (ATT.) Gen. 842
Darling Development
Corporation May 20, 1994 6066 213 (ATT.) Gen. 843
Louis S. Rose et al July 14, 1994 6117 76 (ATT.) Gen. 844
Gary Najas et al July 19, 1994 6117 72 (ATT.) Gen. 845
Wal-Mart Stores, Inc. Sept. 16, 1994 6164 344 (ATT.) Gen. 846
Yellow Freight System,Inc. Oct. 3, 1994 6204 165 (ATT.) Gen. 847
Seekonk Water District Dec. 19, 1994 6279 293 (ATT.) Gen. 848
Richard L. Lundgren, Jr.
et al Dec. 23, 1994 6279 295 (ATT.) Gen. 849
Jose A. Ramos et al Dec. 31, 1994 6279 300 (ATT.) Gen. 850
Ross H. Kingston et al Jan. 13, 1995 6279 301 (ATT.) Gen. 851
Sagar's Services, Inc. Jan. 13, 1995 6326 10 (ATT.) Gen. 852
<PAGE>
SOUTH ATTLEBORO
Barry T. Brewer Sept. 8, 1994 6204 161 (ATT.) Gen. 1101
All and the same lands and rights in lands in Andover, Lawrence, Methuen
and North Andover, Essex County, Massachusetts, which were conveyed to
Massachusetts Electric Company by the following instruments (conveying rights
of way unless otherwise indicated):
Recorded with
Essex North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
ANDOVER
Yvon Cormier et al, Trs. Aug. 30, 1993 3850 344 (LAW.) Gen. 2748
George Morey, Tr. Sept. 23, 1993 3856 224 (LAW.) Gen. 2749
Douglas Barron Sept. 20, 1993 3856 223 (LAW.) Gen. 2750
Sebastian G. Marino et ux Nov. 5, 1993 3587 200 (LAW.) Gen. 2751
Magee Construction
Company, Inc. Oct. 22, 1993 3887 25 (LAW.) Gen. 2752
Hills-Mor Construction
Company, Inc. Nov. 17, 1993 3908 306 (LAW.) Gen. 2753
Mark F. Tassinari et al Nov. 16, 1993 3908 310 (LAW.) Gen. 2754
John K. Saia et al Nov. 16, 1993 3908 314 (LAW.) Gen. 2755
C. Richard Barrett Nov. 16, 1993 3908 318 (LAW.) Gen. 2756
Marion Barrett, Tr. Nov. 17, 1993 3908 322 (LAW.) Gen. 2757
Charles Patti Nov. 19, 1993 3946 50 (LAW.) Gen. 2758
Lawrence Young Men's
Christian Association
of Lawrence Nov. 30, 1993 3946 46 (LAW.) Gen. 2759
Thomas J. Carens, Tr. Dec. 8, 1993 3946 47 (LAW.) Gen. 2760
North Andover Realty
Corporation Dec. 14, 1993 3946 53 (LAW.) Gen. 2761
Mary R. Furnari Dec. 29, 1993 3982 3 (LAW.) Gen. 2762
Joseph S. Tornatore et ux Jan. 10, 1994 3982 11 (LAW.) Gen. 2764
Yvon Cormier, Tr. Dec. 28, 1992 3632 277 (LAW.) Gen. 2765
Mark S. Maesano et al Jan. 21, 1994 4001 54 (LAW.) Gen. 2766
Helen E. Little et al,Trs. Mar. 1, 1994 4001 48 (LAW.) Gen. 2767
Butler Properties, Inc. Mar. 14, 1994 4020 264 (LAW.) Gen. 2768
Eunice G. Sweeney Mar. 23, 1994 4052 172 (LAW.) Gen. 2769
Russell G. Doyle, Tr. Apr. 6, 1994 4042 108 (LAW.) Gen. 2770
Ernest N. Hall et al Apr. 19, 1994 4042 110 (LAW.) Gen. 2771
Spruce Tree Limited
Partnership Apr. 25, 1994 4042 109 (LAW.) Gen. 2772
Robert B. Reilly et al May 2, 1994 4052 167 (LAW.) Gen. 2773
Paul R. Hamer et ux May 9, 1994 4052 168 (LAW.) Gen. 2774
Andover Community Trust,
Inc. May 11, 1994 4061 137 (LAW.) Gen. 2776
Terrance P. Schwing et al Apr. 11, 1994 4066 38 (LAW.) Gen. 2777
New England Bible Church May 25, 1994 4078 87 (LAW.) Gen. 2778
Flintlock, Inc. June 2, 1994 4066 36 (LAW.) Gen. 2779
Michael E. Farnola et ux June 21, 1994 4078 95 (LAW.) Gen. 2781
Father Marion T. Gorzela
et ux July 8, 1994 4103 331 (LAW.) Gen. 2782
Richard Alan Donovan July 18, 1994 4103 338 (LAW.) Gen. 2783
Christopher J. Perry July 29, 1994 4111 330 (LAW.) Gen. 2784
<PAGE>
Mark S. Curtin et ux Aug. 2, 1994 4111 329 (LAW.) Gen. 2785
Andover Mills Realty
Limited, Partnership June 30, 1994 Being Recorded (LAW.) Gen. 2786
Nicholas D. Aznoian, Tr. Sept. 6, 1994 Being Recorded (LAW.) Gen. 2787
Henry D. Audesse et al,
Trs. Sept. 21, 1994 Being Recorded (LAW.) Gen. 2788
Yvon Cormier Construction
Corp. Sept. 22, 1994 Being Recorded (LAW.) Gen. 2789
Danforth/Carey & Co., Inc. Oct. 18, 1994 Being Recorded (LAW.) Gen. 2790
Allan Malcolm et ux Oct. 18, 1994 Being Recorded (LAW.) Gen. 2791
Thomas Jay Thomas et ux Oct. 14, 1994 Being Recorded (LAW.) Gen. 2792
Raymond Y. Cormier, Tr. Oct. 28, 1994 Being Recorded (LAW.) Gen. 2793
West Hollow Limited
Partnership Dec. 9, 1994 Being Recorded (LAW.) Gen. 2794
Gary A. Burke Dec. 2, 1994 Being Recorded (LAW.) Gen. 2795
Supervalu Operations, Inc. Nov. 30, 1994 Being Recorded (LAW.) Gen. 2797
Magee Construction Company
Inc. Dec. 28, 1994 Being Recorded (LAW.) Gen. 2798
Michael T. Andrews Dec. 22, 1994 Being Recorded (LAW.) Gen. 2799
Gerard A. Dubois et al,
Trs. Jan. 13, 1995 Being Recorded (LAW.) Gen. 2800
Town of Andover Dec. 19, 1994 Being Recorded (LAW.) Gen. 2801
Gerald S. Ogan et al, Trs. Feb. 8, 1995 Being Recorded (LAW.) Gen. 2802
Yvon Cormier et al, Trs. Mar. 1, 1995 Being Recorded (LAW.) Gen. 2803
Recorded with
Essex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Beverly J. Macleod Jan. 20, 1994 58119 11658 (LAW.) Gen. 2763
George T. Borstell et al,
Trs. May 20, 1994 59049 11883 (LAW.) Gen. 2775
Merrimack College June 7, 1994 59135 3281 (LAW.) Gen. 2780
3381
Nancy A. Godek Nov. 29, 1994 60466 8984 (LAW.) Gen. 2796
Recorded with
Essex North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
LAWRENCE
Donald M. Goulet et ux Sept. 8, 1993 3850 341 (LAW.) Gen. 2172
Mark Berube et al Dec. 6, 1993 3946 49 (LAW.) Gen. 2173
Raymond Stoodley et al Oct. 30, 1993 3946 48 (LAW.) Gen. 2174
George Kline Boyd Feb. 17, 1994 4001 49 (LAW.) Gen. 2175
Sharon C. Donovan March 7, 1994 4010 229 (LAW.) Gen. 2176
Merit Oil Company June 17, 1994 4078 99 (LAW.) Gen. 2177
Dianne R. Luistro, Tr. June 28, 1994 Being Recorded (LAW.) Gen. 2178
The City of Lawrence July 15, 1994 4103 332 (LAW.) Gen. 2179
Lawrence General Hospital July 7, 1994 4111 335 (LAW.) Gen. 2180
Samuel Taveras et al Oct. 21, 1994 Being Recorded (LAW.) Gen. 2181
The City of Lawrence Oct. 26, 1994 Being Recorded (LAW.) Gen. 2182
<PAGE>
Greater Lawrence Habitat for
Humanity, Inc. Nov. 25, 1994 Being Recorded (LAW.) Gen. 2183
John C. Tombarello Jan. 10, 1995 Being Recorded (LAW.) Gen. 2184
Lawrence Pumps, Inc. Jan. 27, 1995 Being Recorded (LAW.) Gen. 2185
METHUEN
Alcro Limited Partnership June 18, 1993 3792 244 (LAW.) Gen. 1274
Bradford Meadows, Inc. Sept. 22, 1993 3856 229 (LAW.) Gen. 1275
Theresa C. Korzeb, Tr. Oct. 30, 1993 3908 301 (LAW.) Gen. 1276
James W. Wright et al,Trs. Oct. 29, 1994 3878 3 (LAW.) Gen. 1277
Premier Homes, Inc. Sept. 7, 1994 Being Recorded (LAW.) Gen. 1278
Timothy D. Sullivan Oct. 26, 1994 Being Recorded (LAW.) Gen. 1280
Recorded with
Essex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Fellowship Bible Church Oct. 20, 1994 32565 11963 (LAW.) Gen. 1279
60075
Recorded with
Essex North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
NORTH ANDOVER
White Birch Construction
Co., Inc. Aug. 26, 1993 3850 332 (LAW.) Gen. 3074
Town of North Andover Sept. 13, 1993 3850 342 (LAW.) Gen. 3076
Franklin S. Davis et al,
Trs. Oct. 5, 1993 3862 227 (LAW.) Gen. 3077
George R. Barker, Jr. Oct. 4, 1993 3862 228 (LAW.) Gen. 3078
Town of North Andover Sept. 27, 1993 3887 20 (LAW.) Gen. 3079
Thomas D. Laudani et al,
Trs. Oct. 18, 1993 3887 21 (LAW.) Gen. 3080
James F. Palazzo et ux Nov. 4, 1993 3908 326 (LAW.) Gen. 3081
Michael V. Equi et ux Nov. 8, 1993 3908 330 (LAW.) Gen. 3082
Barbara C. Neiley et al,
Trs. Dec. 3, 1992 3611 265 (LAW.) Gen. 3083
Flintlock, Inc. Jan. 7, 1994 3982 2 (LAW.) Gen. 3084
Flintlock, Inc. Jan. 7, 1994 3982 1 (LAW.) Gen. 3085
Thomas D. Laudani, Tr. Jan. 28, 1994 3982 7 (LAW.) Gen. 3086
Recorded with
Essex North
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
<PAGE>
NORTH ANDOVER
John G. McLean, Jr. Feb. 9, 1994 4001 47 (LAW.) Gen. 3087
Kensington Woods Limited
Partnership's Franklin Farms
G.P., Inc. of Delaware Jan. 31, 1994 4001 50 (LAW.) Gen. 3088
Steven Gardell et al Feb. 28, 1994 4010 228 (LAW.) Gen. 3089
Brooks School Mar. 24, 1994 4020 263 (LAW.) Gen. 3092
Brooks School Mar. 28, 1994 4020 268 (LAW.) Gen. 3093
Grasso Construction Co.,
Inc. May 25, 1994 4066 37 (LAW.) Gen. 3097
Thomas D. Laudani et al,
Trs. June 13, 1994 4070 30 (LAW.) Gen. 3098
J.D.P. Development Co.,
Inc. June 30, 1994 4103 333 (LAW.) Gen. 3102
Thomas Laudani, Tr. July 6, 1994 4103 343 (LAW.) Gen. 3103
JDP Development Company,
Inc. Aug. 22, 1994 4112 235 (LAW.) Gen. 3107
White Birch Construction
Co., Inc. Aug. 17, 1994 Being Recorded (LAW.) Gen. 3108
Joseph J. Barbagallo, Jr. Sept. 12, 1994 Being Recorded (LAW.) Gen. 3109
Town of North Andover Sept. 7, 1994 Being Recorded (LAW.) Gen. 3110
Carole Shibles et al, Trs. Sept. 22, 1994 Being Recorded (LAW.) Gen. 3112
Kenneth C. K. Wong et al,
Trs. Aug. 12, 1994 Being Recorded (LAW.) Gen. 3113
North Andover Assisted Living
Limited Partnership Oct. 19, 1994 Being Recorded (LAW.) Gen. 3114
Thomas D. Laudani, Tr. Dec. 13, 1994 Being Recorded (LAW.) Gen. 3115
Franklin S. Davis et al,
Trs. Dec. 8, 1994 Being Recorded (LAW.) Gen. 3116
John F. McGarry, Tr. Oct. 25, 1994 Being Recorded (LAW.) Gen. 3118
Robert C. Bailey et al,
Trs. Nov. 14, 1994 Being Recorded (LAW.) Gen. 3119
Angus Realty Corporation Dec. 12, 1994 Being Recorded (LAW.) Gen. 3120
City of Lawrence Nov. 22, 1994 Being Recorded (LAW.) Gen. 3121
Neil C. Patnaude et ux Jan. 3, 1995 Being Recorded (LAW.) Gen. 3122
Edmund F. Leland, III et
al, Trs. Dec. 17, 1994 Being Recorded (LAW.) Gen. 3123
First City Development
Corp. Jan. 5, 1995 Being Recorded (LAW.) Gen. 3124
Mark Donald Fielder et ux Feb. 22, 1995 Being Recorded (LAW.) Gen. 3125
Recorded with
Essex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Town of North Andover Aug. 2, 1993 56903 1260 (LAW.) Gen. 3075
Copley Development Corp. May 11, 1994 58931 11903 (LAW.) Gen. 3094
Maurice J. Caruso, Tr. May 17, 1994 59102 11729 (LAW.) Gen. 3095
Maurice J. Caruso, Tr. May 17, 1994 59103 11729 (LAW.) Gen. 3096
Andrew & Maurice Builders,
Inc. June 10, 1994 59134 11906 (LAW.) Gen. 3099
Andrew & Maurice Builders,
Inc. June 10, 1994 59133 11905 (LAW.) Gen. 3100
Maurice J. Caruso, Tr. July 21, 1994 59532 11729 (LAW.) Gen. 3104
Maurice J. Caruso, Tr. July 21, 1994 59531 11729 (LAW.) Gen. 3105
<PAGE>
Maurice J. Caruso, Tr. July 21, 1994 59530 11729 (LAW.) Gen. 3106
Belford Construction
Incorporated Sept. 22, 1994 60303 11901 (LAW.) Gen. 3111
Jacques A. Marchand, Tr. Nov. 1, 1994 60465 12024 (LAW.) Gen. 3117
All and the same lands and rights in lands in Amesbury, Beverly, Boxford,
Essex, Gloucester, Hamilton, Haverhill, Lynn, Manchester, Newbury,
Newburyport, Rockport, Salem, Salisbury, Saugus, Swampscott, Topsfield,
Wenham, and West Newbury, Essex County, Massachusetts, which were conveyed to
Massachusetts Electric Company by the following instruments (conveying rights
of way unless otherwise indicated):
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
AMESBURY
Bradku, Inc. Dec. 20, 1993 12419 28 (AMES.) Gen. 741
William S. Ring, Jr. et al Dec. 6, 1993 12419 33 (AMES.) Gen. 742
Waste Management Disposal Services
of Massachusetts, Inc. Jan. 13, 1994 12439 294 (AMES.) Gen. 743
Bradley M. Kutcher, Tr. Feb. 23, 1994 12447 162 (AMES.) Gen. 744
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
BEVERLY
North Shore Heritage
Associates, Inc. Aug. 13, 1993 12238 348 (BEV.) Gen. 2543
Joseph W. Rumbough III
et ux Aug. 25, 1993 12166 581 (BEV.) Gen. 2544
Philip A. Thomason et al Oct. 21, 1993 12238 358 (BEV.) Gen. 2545
City of Beverly Nov. 18, 1993 12419 20 (BEV.) Gen. 2546
William F. O'Brien et al Jan. 3, 1994 12419 34 (BEV.) Gen. 2547
Beverly Hospital
Corporation Feb. 23, 1994 12518 234 (BEV.) Gen. 2548
Harriet Campbell Mar. 7, 1994 12518 235 (BEV.) Gen. 2549
Jack French Jr. et ux Mar. 17, 1994 12518 236 (BEV.) Gen. 2550
James P. Noonan et ux Mar. 28, 1994 12605 316 (BEV.) Gen. 2551
Leo J. Kiley et al July 28, 1994 12711 271 (BEV.) Gen. 2552
First City Development
Corp. July 21, 1994 12811 59 (BEV.) Gen. 2553
Jeffrey S. Bunk Sept. 19, 1994 12811 63 (BEV.) Gen. 2554
David M. Fellows et ux Oct. 1, 1994 12811 77 (BEV.) Gen. 2555
Ronald J. Jackson et al Nov. 4, 1994 12875 71 (BEV.) Gen. 2556
Scott A. Robinson et al Nov. 17, 1994 12875 66 (BEV.) Gen. 2557
Joan L. Kulukundis, Tr. Dec. 5, 1994 12925 363 (BEV.) Gen. 2558
Diane J. Delaney et al,
Trs. Jan. 6, 1995 12925 403 (BEV.) Gen. 2559
A. Theodore Johnson III
et al Feb. 21, 1995 12959 436 (BEV.) Gen. 2560
<PAGE>
Maplewood Village Limited
Partnership Aug. 12, 1994 Being Recorded (BEV.) Gen. 2561
BOXFORD
Edmond R. LeClair, Tr. Sept. 30, 1993 12238 342 (LAW.) Gen. 736
Frances M. Cross et al,
Trs. Dec. 10, 1993 12419 24 (LAW.) Gen. 738
High Street Builders, Inc. Dec. 17, 1993 12439 318 (LAW.) Gen. 740
Peter L. Sterndale et al Dec. 7, 1993 12439 314 (LAW.) Gen. 741
Robert P. Wasak et al Dec. 1, 1993 12439 310 (LAW.) Gen. 742
Ralph W. Sherrick et al Dec. 12, 1993 12439 306 (LAW.) Gen. 743
Robert E. Phillips et al Dec. 16, 1993 12439 302 (LAW.) Gen. 744
Linda J. Maciel Dec. 14, 1993 12439 298 (LAW.) Gen. 745
Wendy A. Gibeley et al Feb. 4, 1994 12439 297 (LAW.) Gen. 746
Edmond R. LeClair, Tr. Feb. 21, 1994 12474 213 (LAW.) Gen. 747
Paul K. Soucy et al Feb. 28, 1994 12518 237 (LAW.) Gen. 748
Paula H. Briggs June 13, 1994 12656 237 (LAW.) Gen. 752
Frank Berecz et ux June 20, 1994 12656 241 (LAW.) Gen. 753
Danforth/Carey & Co., Inc. June 28, 1994 12711 217 (LAW.) Gen. 754
Norman W. Eddy et ux July 6, 1994 12711 211 (LAW.) Gen. 755
William Glazier et al July 12, 1994 12711 233 (LAW.) Gen. 756
Keith Kanemoto June 30, 1994 12711 245 (LAW.) Gen. 757
David Mazzola et al July 25, 1994 12711 240 (LAW.) Gen. 758
Charles E. Whitney, Tr. Aug. 10, 1994 12730 249 (LAW.) Gen. 760
Baldpate Pond Limited
Partnership July 29, 1994 12697 468 (LAW.) Gen. 761
Baldpate Pond Limited
Partnership Aug. 5, 1994 12699 539 (LAW.) Gen. 762
Martin W. Hill et al, Trs. Sept. 1, 1994 12771 351 (LAW.) Gen. 763
John J. Yuskowski et al Sept. 12, 1994 12771 355 (LAW.) Gen. 764
Town of Boxford Sept. 22, 1994 12811 43 (LAW.) Gen. 765
John F. Baer, Jr., Tr. Sept. 22, 1994 12811 33 (LAW.) Gen. 766
Hale G. Humphrey et ux Oct. 19, 1994 12875 37 (LAW.) Gen. 767
Gillian F. Mark June 27, 1994 12811 48 (LAW.) Gen. 768
Baldpate Pond Limited
Partnership Oct. 4, 1994 Being Recorded (LAW.) Gen. 769
Baldpate Pond Limited
Partnership Dec. 29, 1994 Being Recorded (LAW.) Gen. 770
Damon J. Dustin et al Dec. 31, 1994 12959 423 (LAW.) Gen. 771
Recorded with
Essex South
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Baldpate Pond Limited
Partnership Dec. 21, 1993 294653 63409 (LAW.) Gen. 737
David A. Hilton et al Mar. 30, 1994 298670 64103 (LAW.) Gen. 750
Marylee Messina, Tr. Mar. 11, 1994 298671 64118 (LAW.) Gen. 751
David G. Broms et al July 9, 1994 302792 63572 (LAW.) Gen. 759
Baldpate Pond Limited
Partnership July 19, 1994 300776 63409 (LAW.) Gen. 761
<PAGE>
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
ESSEX
John P. Kotch et ux Aug. 20, 1993 12238 346 (GLOU.) Gen. 407
Stephen P. Edington et ux Oct. 9, 1993 12238 357 (GLOU.) Gen. 408
Stephen Kelly et al Nov. 3, 1993 12320 105 (GLOU.) Gen. 409
Michael L. Byrne et al May 16, 1994 12605 317 (GLOU.) Gen. 410
John Lambros Nov. 21, 1994 12875 139 (GLOU.) Gen. 411
Paul J. Banville et al Nov. 18, 1994 12875 131 (GLOU.) Gen. 412
Thomas H. Henderson, Tr. Dec. 14, 1994 Being Recorded (GLOU.) Gen. 413
GLOUCESTER
Gaetano S. LoGrande et ux Sept. 17, 1993 12166 593 (GLOU.) Gen. 3381
John J. McCarthy et al Nov. 8, 1993 12269 588 (GLOU.) Gen. 3382
Andrew L. Sargent et ux Nov. 13, 1993 12320 108 (GLOU.) Gen. 3383
Peter W. Asaro et ux Oct. 21, 1993 12320 106 (GLOU.) Gen. 3384
Thomas G. Osborne Nov. 16, 1993 12320 107 (GLOU.) Gen. 3385
David J. Flaherty et ux Nov. 22, 1993 12419 19 (GLOU.) Gen. 3386
McCarthy Builders and
Developers, Inc. Jan. 28, 1994 12439 295 (GLOU.) Gen. 3387
Paul E. Brown et al Apr. 4, 1994 12572 529 (GLOU.) Gen. 3389
Christopher C. French
et al Apr. 21, 1994 12572 531 (GLOU.) Gen. 3390
George F. Cronin et als,
Trs. Apr. 29, 1994 12572 542 (GLOU.) Gen. 3391
Salem Five Cents Savings
Bank Apr. 29, 1994 12572 549 (GLOU.) Gen. 3391
David Williams et al May 6, 1994 12583 253 (GLOU.) Gen. 3392
Essex County Greenbelt
Association, Inc. May 6, 1994 12583 252 (GLOU.) Gen. 3393
McCarthy Builders and
Developers, Inc. Apr. 29, 1994 12557 144 (GLOU.) Gen. 3394
Vincent P. Orlando et al May 10, 1994 12583 254 (GLOU.) Gen. 3395
Melanie A. Roberts et al May 9, 1994 12583 255 (GLOU.) Gen. 3396
Jeffrey A. Glaser et al May 12, 1994 12605 315 (GLOU.) Gen. 3397
Pasquale Barletta et al June 6, 1994 12633 374 (GLOU.) Gen. 3398
Richard A. Barletta June 1, 1994 12633 379 (GLOU.) Gen. 3399
William A. Loiacano et ux July 15, 1994 12711 206 (GLOU.) Gen. 3400
Dana Craaybeek et ux July 6, 1994 12711 205 (GLOU.) Gen. 3401
Evelyn M. Craaybeek July 22, 1994 12711 272 (GLOU.) Gen. 3402
Donald L. Robbins Aug. 22, 1994 12771 344 (GLOU.) Gen. 3403
Marjorie A. Erkkila Aug. 10, 1994 12771 342 (GLOU.) Gen. 3404
Kathleen L. Erkkila Aug. 15, 1994 12771 343 (GLOU.) Gen. 3405
McCarthy Builders and
Developers, Inc. Sept. 30, 1994 12769 234 (GLOU.) Gen. 3406
Kenneth R. Nickerson, Tr. Oct. 6, 1994 12811 31 (GLOU.) Gen. 3407
Newell Flather, Executor of
the Estate of Elizabeth
N. Flather Aug. 5, 1994 12745 258 (GLOU.) Gen. 3408
Ralph R. Oliver Nov. 15, 1994 12875 135 (GLOU.) Gen. 3409
Albert W. Bolton et al,
Trs. Nov. 17, 1994 12875 125 (GLOU.) Gen. 3410
Marion D. Hager, Trustee Nov. 14, 1994 12875 120 (GLOU.) Gen. 3411
<PAGE>
William A. Loicano et al Oct. 27, 1994 12875 136 (GLOU.) Gen. 3412
Catherine A. Henry, Tr. Nov. 1, 1994 12875 137 (GLOU.) Gen. 3413
Robert P. Frontiero et al Oct. 21, 1994 12875 134 (GLOU.) Gen. 3414
Arthur H. Sawyer, Jr. Nov. 25, 1994 12875 133 (GLOU.) Gen. 3415
Richard C. Hilshey et al Oct. 26, 1994 12875 138 (GLOU.) Gen. 3416
Donald H. Cook, Tr. Dec. 27, 1995 12925 459 (GLOU.) Gen. 3417
John J. Lawler et al Dec. 2, 1994 12959 437 (GLOU.) Gen. 3418
Bernard M. Amero et al Mar. 2, 1995 Being Recorded (GLOU.) Gen. 3419
Joseph V. Vizena, III
et al Sept. 14, 1994 Being Recorded (GLOU.) Gen. 3420
Recorded with
Essex South
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Scott A. Barry et ux Feb. 1, 1994 296638 63906 (GLOU.) Gen. 3388
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
HAMILTON
Elizabeth H. Heffernan
et ux Sept. 28, 1993 12166 594 (BEV.) Gen. 2490
Michael J. Michaud et ux Dec. 24, 1993 12419 23 (BEV.) Gen. 2491
Dean G. Perkins et ux Feb. 2, 1994 12474 211 (BEV.) Gen. 2492
Thomas J. Connors et al May 19, 1994 12605 318 (BEV.) Gen. 2493
Thomas R. Riley, Jr. et ux June 17, 1994 12656 232 (BEV.) Gen. 2494
Mary K. Shannon June 22, 1994 12656 227 (BEV.) Gen. 2495
Andrea N. Tavares Oct. 4, 1994 12875 101 (BEV.) Gen. 2496
Mark E. Lampert-Boden
et al Nov. 18, 1994 12875 89 (BEV.) Gen. 2497
Robert J. Froeber, Jr.
et ux Oct. 11, 1994 12875 81 (BEV.) Gen. 2498
John R. Pingree Nov. 16, 1994 12875 76 (BEV.) Gen. 2499
George E. Benoit, Jr.,
Trustee Nov. 19, 1994 12875 94 (BEV.) Gen. 2800
Timothy H. Robinson et ux Jan. 17, 1995 12925 444 (BEV.) Gen. 2801
Robert L. Clark, Tr. Jan. 17, 1995 Being Recorded (BEV.) Gen. 2802
HAVERHILL
Kimberley S. Rogers, Tr. Nov. 16, 1993 12269 589 (HAV.) Gen. 3366
Buzco, Inc. Nov. 30, 1993 12298 266 (HAV.) Gen. 3367
Nicor, Inc. May 19, 1994 12633 381 (HAV.) Gen. 3368
Forest Acres of Haverhill
Associates Limited
Partnership May 27, 1994 12633 361 (HAV.) Gen. 3369
William S. Faraci, Tr. June 8, 1994 12633 367 (HAV.) Gen. 3370
Evergreen Associates
Limited Partnership June 9, 1994 12711 222 (HAV.) Gen. 3371
<PAGE>
James A. Mahoney and Sons,
Inc. July 13, 1994 12711 260 (HAV.) Gen. 3372
Katherine Tzatzos et al July 18, 1994 12711 265 (HAV.) Gen. 3373
Riverbank Development
Corporation July 18, 1994 12711 255 (HAV.) Gen. 3374
Robert A. Masys July 15, 1994 12711 251 (HAV.) Gen. 3375
S & P Development
Corporation July 28, 1994 12719 191 (HAV.) Gen. 3376
Yvon Comier Construction
Corp. Sept. 6, 1994 12771 346 (HAV.) Gen. 3377
Michael J. Maroney et al,
Tr. Aug. 2, 1994 12719 201 (HAV.) Gen. 3378
Barbara J. Ziminski Aug. 23, 1994 12755 438 (HAV.) Gen. 3378
Auclair Builders,
Incorporated Aug. 5, 1994 12719 195 (HAV.) Gen. 3379
Brice Builders, Inc. Sept. 9, 1994 12811 37 (HAV.) Gen. 3380
Robert J. Letourneau et al Sept. 9, 1994 12811 54 (HAV.) Gen. 3381
Henry J. Powell et al,Trs. Sept. 7, 1994 12925 429 (HAV.) Gen. 3382
Robert A. Masys et al Nov. 10, 1994 12851 572 (HAV.) Gen. 3383
Persimmon at Bradford
Limited Partnership Dec. 6, 1994 12925 416 (HAV.) Gen. 3384
Norfolk Holdings Corp. Dec. 13, 1994 12925 420 (HAV.) Gen. 3385
Michael A. Spero Sept. 26, 1994 Being Recorded (HAV.) Gen. 3386
Valley Properties, Inc. Dec. 5, 1994 12925 424 (HAV.) Gen. 3387
Persimmon at Bradford
Limited Partnership Dec. 27, 1994 12925 354 (HAV.) Gen. 3388
Vincent O'Rorke, Tr. Dec. 23, 1994 12925 350 (HAV.) Gen. 3389
James A. Mahoney and Sons,
Inc. Feb. 28, 1995 12936 213 (HAV.) Gen. 3390
Densen Carpentry, Inc. Mar. 14, 1995 Being Recorded (HAV.) Gen. 3391
LYNN
Rocco Capano et al Dec. 22, 1994 12925 458 (LYNN) Gen. 1128
John A. Harrison et al,
Trs. Jan. 10, 1995 12925 451 (LYNN) Gen. 1129
Carpi Lynn Properties
Limited Partnership Dec. 22, 1994 12871 96 (LYNN) Gen. 1130
MANCHESTER
Paul J. Murray Oct. 20, 1993 12238 351 (MAN.) Gen. 126
Frances M. Lapham May 11, 1994 12605 300 (MAN.) Gen. 127
Manchester Yacht Club June 1, 1994 12633 377 (MAN.) Gen. 128
Joan G. Brown July 11, 1994 12711 207 (MAN.) Gen. 129
Tobey J. Russ et ux July 11, 1994 12711 228 (MAN.) Gen. 130
Garrick F. Cole et ux Aug. 1, 1994 12730 259 (MAN.) Gen. 131
James Starkey et ux Aug. 15, 1994 12811 70 (MAN.) Gen. 132
William J. Kneisel et ux Nov. 5, 1994 12875 42 (MAN.) Gen. 133
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
State Street Bank and Trust
Company, Trs. Nov. 10, 1994 12875 48 (MAN.) Gen. 134
W. Scott McDougal et ux Nov. 17, 1994 12875 54 (MAN.) Gen. 135
<PAGE>
Paul E. Bouton, Trustee Nov. 23, 1994 12875 59 (MAN.) Gen. 136
Richard Axel Magnuson Nov. 13, 1994 12925 374 (MAN.) Gen. 137
John M. Hall et al, Trs. Dec. 12, 1994 12925 368 (MAN.) Gen. 138
Eleanor K. E. Demeter Nov. 28, 1994 12925 386 (MAN.) Gen. 139
George A. Brown et al,Trs. Jan. 31, 1995 12959 430 (MAN.) Gen. 140
Thomas J. Conlon et al Mar. 6, 1995 Being Recorded (MAN.) Gen. 141
NEWBURY
Marsha Jespersen Sept. 1, 1993 12166 583 (HAV.) Gen. 711
William G. Robitaille
et ux Nov. 3, 1993 12269 587 (HAV.) Gen. 712
Thomas D. Canning et ux Nov. 30, 1993 12320 102 (HAV.) Gen. 713
Kevin B. O'Neill et ux Nov. 30, 1993 12320 103 (HAV.) Gen. 714
Highfields Realty, Inc. Nov. 30, 1993 12320 104 (HAV.) Gen. 715
Highfields Realty, Inc. Jan. 31, 1994 12439 296 (HAV.) Gen. 716
Shawn T. Searle Feb. 11, 1994 12474 210 (HAV.) Gen. 717
John F. Kelly et ux May 19, 1994 12605 319 (HAV.) Gen. 718
Fiorenzo DiGenova et ux June 2, 1994 12633 375 (HAV.) Gen. 719
Robert S. Weyburn et ux May 25, 1994 12633 376 (HAV.) Gen. 720
Daniel R. O'Keefe et ux June 9, 1994 12633 359 (HAV.) Gen. 721
Daniel H. Brown et ux June 15, 1994 12656 221 (HAV.) Gen. 722
Mark E. Wojcicki et al,
Trs. June 21, 1994 12673 329 (HAV.) Gen. 723
Susan L. Bishop July 29, 1994 12719 209 (HAV.) Gen. 724
Robert Fox, Tr. Nov. 30, 1994 12925 437 (HAV.) Gen. 725
Ronald N. Tagney, Tr. Feb. 13, 1995 Being Recorded (HAV.) Gen. 726
NEWBURYPORT
United States Postal
Service Feb. 18, 1994 12474 207 (HAV.) Gen. 488
City of Newburyport Apr. 1, 1994 12572 563 (HAV.) Gen. 489
Palmieri and Walters, Inc. May 3, 1994 12605 305 (HAV.) Gen. 490
ROCKPORT
Francis J. MacKay et ux Feb. 15, 1994 12474 206 (GLOU.) Gen. 2306
Bennett D. Carlson et al Apr. 1, 1994 12572 530 (GLOU.) Gen. 2307
Stanley R. Poole et al,
Trs. May 8, 1994 12583 251 (GLOU.) Gen. 2308
David F. Mock et al May 17, 1994 12633 380 (GLOU.) Gen. 2309
Josephine J. Beaudette,Tr. Sept. 8, 1994 12771 345 (GLOU.) Gen. 2310
Michael Maranhas et al Oct. 24, 1994 12875 140 (GLOU.) Gen. 2311
Joseph P. DiGiovanni et
al, Trs. Dec. 19, 1994 12925 358 (GLOU.) Gen. 2312
SALEM
Ann C. Mandeville Jan. 10, 1994 12474 209 (SALEM) Gen. 1189
Peabody Museum of Salem and
Essex Institute,
Incorporated Apr. 14, 1994 12572 532 (SALEM) Gen. 1190
George K. Osgood May 6, 1994 12583 256 (SALEM) Gen. 1191
Delulis Brothers Construction
Company, Inc. May 25, 1994 12633 387 (SALEM) Gen. 1192
John L. Pietrini et ux May 26, 1994 12633 392 (SALEM) Gen. 1193
Lawrence B. Collier et al,
Trs. Aug. 15, 1994 12730 253 (SALEM) Gen. 1194
Armand R. Blais, Tr. Oct. 18, 1994 12875 130 (SALEM) Gen. 1196
<PAGE>
Henry P. Clayman, Tr. Oct. 31, 1994 12875 118 (SALEM) Gen. 1197
Robert I. Lappin, Tr. Nov. 21, 1994 12925 393 (SALEM) Gen. 1198
George K. Osgood Nov. 18, 1994 12925 398 (SALEM) Gen. 1199
Robert I. Lappin, Tr. Jan. 27, 1995 12959 442 (SALEM) Gen. 1200
The City of Salem Feb. 13, 1995 12959 447 (SALEM) Gen. 1201
SALISBURY
Ronald A. Francoeur et ux May 31, 1994 12633 397 (AMES.) Gen. 269
Recorded with
Essex South
District Deeds
--------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
SAUGUS
Gerondelis Foundation,
Inc. Sept. 2, 1993 12166 592 (LYNN) Gen. 4295
Bonia Realty Corp. June 1, 1994 12633 378 (LYNN) Gen. 4296
Edward J. Whyte, Tr. June 17, 1994 12656 222 (LYNN) Gen. 4297
Square One Mall Limited
Partnership Sept. 13, 1994 Being Recorded (LYNN) Gen. 4298
Saugus Bank and Trust
Company Nov. 3, 1994 12875 113 (LYNN) Gen. 4299
Sears, Roebuck and Company Nov. 10, 1994 12875 108 (LYNN) Gen. 4300
The May Department Stores
Company Oct. 31, 1994 Being Recorded (LYNN) Gen. 4301
Renaissance Development
Corp. Dec. 20, 1994 Being Recorded (LYNN) Gen. 4302
Felice Ciardiello, Tr. Jan. 26, 1995 12959 438 (LYNN) Gen. 4303
SWAMPSCOTT
Paul E. Pagnotti et al June 27, 1994 12656 220 (LYNN) Gen. 2097
Harvey P. Newcomb et al June 27, 1994 12656 219 (LYNN) Gen. 2098
Lynn Sand & Stone Co. July 6, 1994 12755 436 (LYNN) Gen. 2099
Alan C. VanArsdale et al July 15, 1994 12711 270 (LYNN) Gen. 2100
Harry Botsivales et al,
Trs. Sept. 13, 1994 12745 259 (LYNN) Gen. 2101
Jerome R. Dangel, Tr. Oct. 5, 1994 12808 567 (LYNN) Gen. 2102
Chris Drucas et al, Trs. Sept. 12, 1994 Being Recorded (LYNN) Gen. 2103
Mennino Construction Co.,
Inc. Sept. 21, 1994 Being Recorded (LYNN) Gen. 2104
Matthew M. Leahy Nov. 15, 1994 Being Recorded (LYNN) Gen. 2105
TOPSFIELD
Danforth/Carey and Co.
Inc. Apr. 13, 1994 12572 533 (BEV.) Gen. 2368
Stephen B. Jamison et al Apr. 21, 1994 12572 557 (BEV.) Gen. 2369
Michael R. Fahey et al Apr. 18, 1994 12572 551 (BEV.) Gen. 2370
Emily L. Sutliff May 7, 1994 12605 311 (BEV.) Gen. 2371
George W. Dyer et al June 9, 1994 12633 360 (BEV.) Gen. 2372
Bradman Great Hill
Corporation Jan. 4, 1995 12925 409 (BEV.) Gen. 2373
<PAGE>
Commonwealth of Massachusetts,
Department of Environmental
Management Dec. 6, 1994 Being Recorded (BEV.) Gen. 2374
WENHAM
Gordon College Aug. 31, 1993 12166 591 (BEV.) Gen. 1066
Miguel A. Martinez et ux Sept. 30, 1993 12238 347 (BEV.) Gen. 1067
Marjorie A. Davis May 3, 1994 12583 250 (BEV.) Gen. 1068
David M. Sabatini Aug. 11, 1994 12875 132 (BEV.) Gen. 1069
Audrey Duva Frissora et ux Nov. 30, 1994 12925 379 (BEV.) Gen. 1070
WEST NEWBURY
Ronald N. Tagney, Tr. Nov. 1, 1993 12238 352 (HAV.) Gen. 2680
All in the same rights in lands in Charlemont, Erving, Heath, Orange,
Shutesbury, Warwick, and Wendell, Franklin County, Massachusetts, which were
conveyed to Massachusetts Electric Company by the following instruments:
Recorded with
Franklin County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
CHARLEMONT
Frank J. Mooney, IV et ux Nov. 16, 1994 Being Recorded (NO.B.) Gen. 1148
Diane G. Gingras Nov. 16, 1994 Being Recorded (NO.B.) Gen. 1149
Peter R. Maynard Dec. 7, 1994 Being Recorded (NO.B.) Gen. 1150
ERVING
Freight House Antiques,
Inc. Jan. 4, 1995 Being Recorded (ATHOL) Gen. 711
Jason A. Burnett et ux Jan. 23, 1995 Being Recorded (ATHOL) Gen. 712
Recorded with
Franklin County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
HEATH
Paul L. Coty, Jr. et ux Aug. 27, 1994 Being Recorded (NO.B.) Gen. 979
William R. Handrich, Jr.
et ux Sept. 6, 1994 Being Recorded (NO.B.) Gen. 980
ORANGE
Fred L. Heyes Jan. 5, 1995 Being Recorded (ATHOL) Gen. 247
Norman E. Bartlett et al Jan. 10, 1995 Being Recorded (ATHOL) Gen. 248
Angela M. Drew Mar. 22, 1995 Being Recorded (ATHOL) Gen. 249
Stephen G. Thompson Feb. 28, 1995 Being Recorded (ATHOL) Gen. 250
Robert F. Stone et al Jan. 20, 1995 Being Recorded (ATHOL) Gen. 251
<PAGE>
SHUTESBURY
James C. Martin et al Nov. 28, 1994 Being Recorded (GARD.) Gen. 619
Bradford B. Spry et ux Jan. 3, 1995 Being Recorded (GARD.) Gen. 620
Samuel C. Koch Dec. 29, 1994 Being Recorded (GARD.) Gen. 621
Joan M. Abare Feb. 16, 1995 Being Recorded (GARD.) Gen. 622
WARWICK
Carrol E. Hatch et ux Dec. 5, 1994 Being Recorded (ATHOL) Gen. 506
WENDELL
Kathleen Whittier Noland Mar. 28, 1994 2902 153 (ATHOL) Gen. 423
David E. Wilder, Sr.
et al (Fee) June 7, 1994 2907 138 (ATHOL) Gen. 424
All and the same rights in lands in East Longmeadow, Holland, Monson,
Palmer, Wales, and Wilbraham, Hampden County, Massachusetts, which were
conveyed to Massachusetts Electric Company by the following instruments:
Recorded with
Hampden County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
EAST LONGMEADOW
Benton Associates, Inc. July 14, 1994 8970 518 (CENT.M.)Gen. 8027
JRS Realty, Inc. Aug. 24, 1994 8936 438 (CENT.M.)Gen. 8028
HOLLAND
Napoleon H. Suprenant June 16, 1994 8970 524 (WOR.) Gen. 4654
MONSON
Michael J. Camerota et ux Dec. 5, 1994 9086 192 (CENT.M.) Gen. 78
William Kierkla et al Jan. 5, 1995 9086 194 (CENT.M.) Gen. 79
PALMER
John Mullen, Tr. Oct. 15, 1993 8618 588 (CENT.M.) Gen. 7040
Palmer Fire District #1
and Palmer Water
District #1 Sept. 27, 1994 8970 526 (CENT.M.) Gen. 7041
Massachusetts Turnpike
Authority Feb. 9, 1995 9086 196 (CENT.M.) Gen. 7042
David C. Outhouse et ux Feb. 15, 1995 9086 191 (CENT.M.) Gen. 7043
WALES
Michael E. Milanese Jan. 9, 1995 9086 193 (WOR.) Gen. 8003
Recorded with
Hampden County
Registry of Deeds
-----------------
<PAGE>
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
WILBRAHAM
Manganaro Home Builders,
Inc. Mar. 22, 1994 8872 174 (CENT.M.) Gen. 9010
Snowcrest Development
Group, Inc. May 26, 1994 Being Recorded (CENT.M.) Gen. 9011
All and the same lands and rights in lands in Belchertown, Granby,
Northampton, and Ware, Hampshire County, Massachusetts, which were conveyed to
Massachusetts Electric Company by the following instruments (conveying rights
of way unless otherwise indicated):
Recorded with
Hampshire County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
BELCHERTOWN
Scott J. Nielsen et ux Sept. 13, 1994 4577 253 (CENT.M.) Gen. 3066
Susan T. Remillard
d/b/a/ Remco Builders Nov. 18, 1994 4608 82 (CENT.M.) Gen. 3067
Earl L. Lyons et al Nov. 26, 1994 4634 299 (CENT.M.) Gen. 3068
Kenneth I. Hislop Jan. 25, 1995 4634 297 (CENT.M.) Gen. 3069
GRANBY
Mark Sheridan Aug. 23, 1993 4344 172 (CENT.M.) Gen. 1365
Susan A. Keys July 8, 1994 4536 156 (CENT.M.) Gen. 1366
Theodore Chagnon et al July 7, 1994 4545 5 (CENT.M.) Gen. 1367
Thomas Bachand et al July 6, 1994 4545 6 (CENT.M.) Gen. 1368
Joseph B. Ramage June 30, 1994 4545 7 (CENT.M.) Gen. 1369
Glen Hupfer July 9, 1994 4545 8 (CENT.M.) Gen. 1370
Alan Cuipenski et al July 30, 1994 4545 9 (CENT.M.) Gen. 1371
Gene Galuszka et al June 27, 1994 4545 10 (CENT.M.) Gen. 1372
Sabino Rebelo et al June 29, 1994 4545 11 (CENT.M.) Gen. 1373
Tracy A. Bachand July 2, 1994 4545 12 (CENT.M.) Gen. 1374
Richard Sawicki et al July 4, 1994 4545 13 (CENT.M.) Gen. 1375
Louis A. Santos et al Sept. 22, 1994 4577 258 (CENT.M.) Gen. 1376
Wayne J. Kos et al Nov. 30, 1994 4634 298 (CENT.M.) Gen. 1377
Richard J. Jolivet, II
et ux Dec. 29, 1994 4626 151 (CENT.M.) Gen. 1378
Patrick J. D'Arcy et al Feb. 28, 1995 4639 292 (CENT.M.) Gen. 1379
C. Barry Waite et al Mar. 9, 1995 Being Recorded (CENT.M.) Gen. 1380
Gene J. Galuszka et ux Mar. 20, 1995 Being Recorded (CENT.M.) Gen. 1381
Raymond F. Turgeon et ux Mar. 10, 1995 Being Recorded (CENT.M.) Gen. 1382
NORTHAMPTON
George Peppard et al Aug. 18, 1994 4545 1 (NO.H.) Gen. 533
Gerald S. Cotter et ux Nov. 14, 1994 4608 91 (NO.H.) Gen. 534
David M. Pelis et al Nov. 15, 1994 4608 92 (NO.H.) Gen. 535
Theodore D. Towne et ux Oct. 31, 1994 4608 83 (NO.H.) Gen. 536
Coca-Cola Company Feb. 6, 1995 4627 82 (NO.H.) Gen. 538
<PAGE>
Recorded with
Hampshire County
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Todd G. Cellura Jan. 5, 1995 9826 1655 (NO.H.) Gen. 537
Recorded with
Hampshire County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
WARE
David R. Silloway et al Nov. 1, 1994 4608 94 (CENT.M.) Gen. 384
All and the same lands and rights in lands in Billerica, Chelmsford,
Dracut, Dunstable, Lowell, Tewksbury, Tyngsborough, and Westford, Middlesex
County, Massachusetts, Which were conveyed to Massachusetts Electric Company
by the following instruments (conveying rights of way unless otherwise
indicated):
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
BILLERICA
Allen-Todd, Inc. Oct. 5, 1994 7262 115 (LO.) B-SB 9
John F. Mixon, Jr. Sept. 22, 1993 6714 44 (LO.) Gen. 10,207
Sean T. Collins et ux Oct. 4, 1993 6726 297 (LO.) Gen. 10,208
Shaw River, Inc. Oct. 20, 1993 6771 30 (LO.) Gen. 10,209
Shaw River, Inc. Oct. 20, 1993 6771 31 (LO.) Gen. 10,210
William A. Cooke Oct. 20, 1993 6771 32 (LO.) Gen. 10,211
William E. McCarthy Oct. 20, 1993 6771 33 (LO.) Gen. 10,212
Robert E. Murphy, Tr. Oct. 20, 1993 6771 34 (LO.) Gen. 10,213
Richard L. Annese et al Oct. 18, 1993 6771 35 (LO.) Gen. 10,214
Richard L. Annese et al Oct. 14, 1993 6771 36 (LO.) Gen. 10,215
Michael Roemer et ux Oct. 22, 1993 6806 233 (LO.) Gen. 10,216
John E. Farmer et ux Nov. 9, 1993 6806 235 (LO.) Gen. 10,217
Ram N. Gupta Dec. 2, 1993 6936 240 (LO.) Gen. 10,218
Francis M. McCarthy, Jr. Nov. 26, 1993 6936 241 (LO.) Gen. 10,219
Leo W. Shea et al Oct. 29, 1993 6760 279 (LO.) Gen. 10,220
Michael Cashman Dec. 6, 1993 6936 251 (LO.) Gen. 10,221
John F. Mixon, Jr. et al,
Trs. Dec. 28, 1993 6936 232 (LO.) Gen. 10,222
Sterling Bank Jan. 25, 1994 6985 115 (LO.) Gen. 10,223
Robert W. Murray Jan. 17, 1994 6964 99 (LO.) Gen. 10,224
Boston Federal Savings
Bank Jan. 3, 1994 6964 98 (LO.) Gen. 10,225
Walter E. Pendelton et al Feb. 18, 1994 6985 116 (LO.) Gen. 10,226
George Allen & Son
Construction, Inc. Apr. 26, 1994 7074 289 (LO.) Gen. 10,228
<PAGE>
William A. Cooke May 23, 1994 7103 334 (LO.) Gen. 10,229
Robert Murphy, Tr. May 23, 1994 7103 335 (LO.) Gen. 10,230
North Middlesex
Construction Co.,Inc. July 21, 1994 7192 62 (LO.) Gen. 10,231
Robert D. MacLean et al June 1, 1994 7215 17 (LO.) Gen. 10,233
Joan Gould Sept. 1, 1994 7262 70 (LO.) Gen. 10,234
Patrick D. Mullaney et al,
Trs. Sept. 12, 1994 7262 90 (LO.) Gen. 10,235
Stanley S. Whitten, Tr. Sept. 15, 1994 7262 110 (LO.) Gen. 10,236
Allen-Todd, Inc. Sept. 19, 1994 7262 115 (LO.) Gen. 10,237
Francis M. McCarthy, Jr.,
Tr. Sept. 27, 1994 7279 21 (LO.) Gen. 10,238
John J. Biagiotti Oct. 5, 1994 7279 13 (LO.) Gen. 10,239
John J. Biagiotti, Jr.
et ux Oct. 5, 1994 7279 14 (LO.) Gen. 10,240
Deborah A. Biagiotti Oct. 5, 1994 7279 12 (LO.) Gen. 10,241
Francis E. Kling et ux Sept. 29, 1994 7301 209 (LO.) Gen. 10,242
Ronald Weatherbee et ux Oct. 19, 1994 7301 218 (LO.) Gen. 10,244
Shaw River, Inc. Sept. 30, 1994 7374 207 (LO.) Gen. 10,245
William J. O'Connell et ux Nov. 15, 1994 7374 206 (LO.) Gen. 10,246
Daniel T. Kindred, Tr. Dec. 2, 1994 7374 212 (LO.) Gen. 10,247
Daniel T. Kindred, Tr. Dec. 2, 1994 7374 213 (LO.) Gen. 10,248
Town of Billerica Nov. 4, 1994 7374 214 (LO.) Gen. 10,249
William A. Cooke Oct. 28, 1994 7374 215 (LO.) Gen. 10,250
Carroll W. Horan, Jr.
et ux Oct. 26, 1994 7374 216 (LO.) Gen. 10,251
John L. McHugh, Jr. et ux Oct. 24, 1994 7374 217 (LO.) Gen. 10,252
Masskey Development Corp. Nov. 28, 1994 7374 209 (LO.) Gen. 10,253
James S. Lumbert Oct. 24, 1994 7374 208 (LO.) Gen. 10,254
Allen-Todd, Inc. Oct. 5, 1994 7254 71 (LO.) Gen. 10,255
Town of Billerica Nov. 17, 1994 7374 221 (LO.) Gen. 10,256
Henry J. Beecher et al Dec. 30, 1994 7396 340 (LO.) Gen. 10,257
William A. Cooke Dec. 30, 1994 7396 339 (LO.) Gen. 10,258
Town of Billerica Jan. 23, 1995 7396 338 (LO.) Gen. 10,259
John P. Miller, Executor Jan. 13, 1995 7396 333 (LO.) Gen. 10,260
Brookfield Construction
Inc. Jan. 25, 1995 7411 164 (LO.) Gen. 10,261
Recorded with
Middlesex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
John J. Carrozzi Sept. 17, 1993 149181 22349 (LO.) Gen. 10,206
George Allen and Son
Construction, Inc. Mar. 22, 1994 153881 31254 (LO.) Gen. 10,227
Clark and Reid Company,
Inc. July 28, 1994 156277 31351 (LO.) Gen. 10,232
Robert J. Pondelli et al,
Trs. Oct. 24, 1994 156868 31128 (LO.) Gen. 10,243
31556
<PAGE>
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
CHELMSFORD
Granite Hill Farms
Corporation Oct. 6, 1993 6771 20 (LO.) Gen. 5439
Telamos, Inc. April 24, 1994 7103 323 (LO.) Gen. 5440
Susan M. McCrensky, Tr. May 27, 1994 7112 160 (LO.) Gen. 5441
Applewood Construction
Corp. June 30, 1994 7215 50 (LO.) Gen. 5442
Samuel W. Zouzas Aug. 17, 1994 7215 67 (LO.) Gen. 5443
A. Barry Paletta, Inc. Aug. 18, 1994 7262 80 (LO.) Gen. 5444
Locke Road Corporation July 26, 1994 7262 75 (LO.) Gen. 5445
T.B.G. Construction
Company, Inc. Aug. 25, 1994 7221 214 (LO.) Gen. 5446
Charles A. Parlee et al Sept. 2, 1994 7262 96 (LO.) Gen. 5447
Robert M. Hicks, Inc. Sept. 7, 1994 7262 101 (LO.) Gen. 5448
Chris-Sco Corp. Oct. 11, 1994 7301 214 (LO.) Gen. 5451
Somerset Place, Inc. Nov. 11, 1994 7374 229 (LO.) Gen. 5452
Chelmsford Retirement,
L.P., et al Jan. 10, 1995 7411 166 (LO.) Gen. 5453
Recorded with
Middlesex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
James J. Mawn et al, Trs. Sept. 12, 1994 155952 13048 (LO.) Gen. 5449
Locke Road Corporation Sept. 30, 1994 156499 31416 (LO.) Gen. 5450
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
DRACUT
Ronald R. Tremblay, Tr. Nov. 22, 1993 6936 233 (LO.) Gen. 8056
Wimbledon Crossing, Inc. Feb. 8, 1994 6964 102 (LO.) Gen. 8057
Peter T. Wasik et al, Trs. Mar. 4, 1994 7026 82 (LO.) Gen. 8058
Town of Dracut June 20, 1994 7140 325 (LO.) Gen. 8059
Edward J. Silva et al July 5, 1994 7215 29 (LO.) Gen. 8060
Dracut Terminals, Inc. Aug. 2, 1994 7215 56 (LO.) Gen. 8061
Gerald J. Lussier et al Oct. 14, 1994 7301 210 (LO.) Gen. 8062
Ronald R. Tremblay, Tr. Dec. 29, 1994 7397 4 (LO.) Gen. 8063
John A. Ogonowski et al Feb. 6, 1995 7396 345 (LO.) Gen. 8064
DUNSTABLE
Kenneth A. Tully Sept. 28, 1993 6714 43 (WACH.) Gen. 2237
<PAGE>
Richard E. Luce et al Dec. 13, 1993 6936 252 (WACH.) Gen. 2238
Martin B. Coppinger et ux Dec. 29, 1994 7374 218 (WACH.) Gen. 2239
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
LOWELL
George Booras et al Sept. 22, 1993 6714 45 (LO.) Gen. 3892
Albert F. Lenzi Nov. 10, 1993 6806 234 (LO.) Gen. 3893
Missionary Oblates of Mary
Immaculate, Inc. Dec. 2, 1993 6936 245 (LO.) Gen. 3894
Commonwealth of Massachu-
setts, Department of
Mental Health Feb. 23, 1994 7026 89 (LO.) Gen. 3895
Pallis Corp. Mar. 19, 1994 7074 290 (LO.) Gen. 3896
John F. Dowling et ux June 17, 1994 7140 334 (LO.) Gen. 3897
Lloyd M.Gordon et al, Trs. July 11, 1994 7192 57 (LO.) Gen. 3898
City of Lowell July 1, 1994 7215 33 (LO.) Gen. 3899
City of Lowell July 25, 1994 7215 18 (LO.) Gen. 3900
Corbett Development, Inc. Aug. 5, 1994 7215 62 (LO.) Gen. 3901
The City of Lowell Aug. 18, 1994 7262 87 (LO.) Gen. 3902
C.J. Field, Inc. Sept. 12, 1994 7262 105 (LO.) Gen. 3903
Totman Road Limited
Partnership Sept. 9, 1994 7262 119 (LO.) Gen. 3904
Museum of American Textile
History, Inc. Aug. 29, 1994 7262 131 (LO.) Gen. 3905
City of Lowell Dec. 21, 1979 2401 640 (LO.) Gen. 3906
City of Lowell Dec. 21, 1979 2401 655 (LO.) Gen. 3907
City of Lowell Dec. 21, 1979 2401 660 (LO.) Gen. 3908
Gerard A. Gagnon et ux Oct. 19, 1994 7307 84 (LO.) Gen. 3909
Robert L. Houghtaling
et ux Oct. 26, 1994 7307 87 (LO.) Gen. 3910
Dorothy Greenler Oct. 19, 1994 7307 86 (LO.) Gen. 3911
Dennis Baribeault et ux Oct. 14, 1994 7307 85 (LO.) Gen. 3912
Roderick A. Mitchell et
al, Trs. Oct. 24, 1994 7307 90 (LO.) Gen. 3914
Roderick A. Mitchell et
al, Trs. Oct. 24, 1994 7307 95 (LO.) Gen. 3915
Millstone Properties, Inc. July 27, 1994 7374 233 (LO.) Gen. 3917
Robert J. Murphy Oct. 26, 1994 7374 211 (LO.) Gen. 3918
Robert J. Murphy Oct. 26, 1994 7374 210 (LO.) Gen. 3919
Ronald E. Belley, et ux Dec. 26, 1994 7374 219 (LO.) Gen. 3920
BDH One, Inc. June 23, 1994 7374 220 (LO.) Gen. 3921
Borden, Inc. June 23, 1994 7374 238 (LO.) Gen. 3922
Robert M. Hicks Jan. 13, 1995 7396 332 (LO.) Gen. 3923
St. Onge Appliance Co.,
Inc. Jan. 25, 1995 7411 177 (LO.) Gen. 3924
William P. McCann et al Feb. 21, 1995 Being Recorded (LO.) Gen. 3925
Recorded with
Middlesex North
Registry District
of the Land Court
-----------------
<PAGE>
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
1418 Middlesex Street
Corporation Oct. 21, 1994 157659 28754 (LO.) Gen. 3913
Robert Gervais et al, Trs. Nov. 21, 1994 Being Recorded (LO.) Gen. 3916
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
TEWKSBURY
Armando DeCarolis, Jr.,
Tr. July 30, 1992 6041 160 (LO.) Gen. 10,678
Robert P. Sullivan Dec. 3, 1993 6936 237 (LO.) Gen. 10,706
River Valley Development
Corporation Dec. 12, 1993 6936 250 (LO.) Gen. 10,707
Chester G. Heald Jan. 11, 1994 6936 253 (LO.) Gen. 10,708
Anthony Salipante Jan. 25, 1994 6964 101 (LO.) Gen. 10,709
Norman O. Boudreau Jan. 24, 1994 6964 100 (LO.) Gen. 10,710
Barbara J. Hanson Feb. 22, 1994 6985 119 (LO.) Gen. 10,711
William G. Troy, Tr. Feb. 25, 1994 6985 123 (LO.) Gen. 10,712
Gerald S. Solimine et al Apr. 11, 1994 7074 288 (LO.) Gen. 10,714
Charles F. Karner et ux May 23, 1994 7112 154 (LO.) Gen. 10,715
Roland G. Gervais et ux June 14, 1994 7140 330 (LO.) Gen. 10,719
Wendy's Old Fashion
Hamburgers of New
York, Inc. July 22, 1994 7215 39 (LO.) Gen. 10,721
Telahc Properties, L.P. July 26, 1994 7215 24 (LO.) Gen. 10,722
Town of Tewksbury July 27, 1994 7215 45 (LO.) Gen. 10,723
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Andrew R. Letourneau Aug. 26, 1994 7262 69 (LO.) Gen. 10,724
Marc P. Ginsburg and Sons,
Inc. Sept. 5, 1994 7262 73 (LO.) Gen. 10,725
Marc P. Ginsburg et al Sept. 5, 1994 7262 71 (LO.) Gen. 10,726
Lorraine E. Atkins a/k/a
Abkowitz Aug. 24, 1994 7262 72 (LO.) Gen. 10,727
Town of Tewksbury Sept. 27, 1994 7301 208 (LO.) Gen. 10,728
Town of Tewksbury Oct. 7, 1994 94 3 (LO.) Gen. 10,729
Marc P. Ginsburg and Sons,
Inc. Dec. 5, 1994 7374 205 (LO.) Gen. 10,730
Muro Pharmaceutical, Inc. Dec. 8, 1994 7374 243 (LO.) Gen. 10,731
Francis A. Velozo Dec. 22, 1994 7374 222 (LO.) Gen. 10,732
Robert J. Pondelli et al,
Trs. Dec. 13, 1994 7396 350 (LO.) Gen. 10,733
Joseph D. Germano, Tr. Dec. 1, 1994 7396 335 (LO.) Gen. 10,734
Anthony A. Salipante, Tr. Jan. 23, 1995 7396 337 (LO.) Gen. 10,735
Timothy D. Sullivan Jan. 11, 1995 7396 341 (LO.) Gen. 10,736
<PAGE>
Recorded with
Middlesex North
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Daniel R. Delorey, Jr.
et al June 3, 1994 154679 16093 (LO.) Gen. 10,716
William G. Troy et al Nov. 20, 1987 102931 24851 (LO.) Gen. 10,720
Recorded with
Middlesex North
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
TYNGSBOROUGH
Bridge Meadow Development
Corp. Sept. 23, 1993 6726 298 (LO.) Gen. 896
Gower Corporation Oct. 29, 1993 6806 229 (LO.) Gen. 897
Keith B. Caples et al Aug. 23, 1994 7262 92 (LO.) Gen. 898
Sequoia Drive Development
Corporation Aug. 23, 1994 7262 124 (LO.) Gen. 899
AM Development Corporation Sept. 14, 1994 7279 8 (LO.) Gen. 11,500
E. Scott Connell Sept. 13, 1994 7279 15 (L0.) Gen. 11,501
Apollo J. Cricones Oct. 24, 1994 7307 97 (LO.) Gen. 11,502
Julian Cohen et al, Trs. Mar. 6, 1995 Being Recorded (LO.) Gen. 11,503
WESTFORD
Terrance L. Queenan, Inc. Sept. 8, 1993 6704 3 (LO.) Gen. 9130
Edward W. Aichinger, Jr.
et ux Sept. 15, 1993 7103 327 (LO.) Gen. 9131
Bentley Building Corp. Oct. 5, 1993 6771 26 (LO.) Gen. 9132
Michael D. Tancreti et al,
Trs. Apr. 6, 1994 7074 295 (LO.) Gen. 9133
Greystone Realty Trust May 19, 1994 7103 330 (LO.) Gen. 9134
Bentley Building Corp. June 2, 1994 7140 321 (LO.) Gen. 9135
Robert P. Tierney, Tr. July 19, 1994 7192 53 (LO.) Gen. 9136
Fifth Summer Street
Development Corp. Sept. 27, 1994 7279 3 (LO.) Gen. 9137
Robert M. Hicks Realty
Corp. Nov. 14, 1994 7374 223 (LO.) Gen. 9138
Louis Dinkel et al Feb. 4, 1995 7397 10 (LO.) Gen. 9139
All and the same rights in lands in Ayer, Everett, Malden, Marlborough,
Medford, Melrose, and Pepperell, Middlesex County, Massachusetts, which were
conveyed to Massachusetts Electric Company by the following instruments:
Recorded with
Middlesex South
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
<PAGE>
AYER
Long Pond, Inc. Nov. 3, 1993 23862 175 (WACH.) Gen. 375
Recorded with
Middlesex South
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
EVERETT
City of Everett Aug. 9, 1994 25001 523 (MAL.) Gen. 512
Joseph R. Piazza et al,
Trs. Oct. 11, 1994 Being Recorded (MAL.) Gen. 513
The Glanz/Englander Limited
Partnership Oct. 13, 1994 25205 504 (MAL.) Gen. 514
MALDEN
American Stores Properties,
Inc. Sept. 17, 1993 24101 145 (MAL.) Gen. 2102
Margaret M. Baldwin Jan. 5, 1994 24710 486 (MAL.) Gen. 2103
Mary Fitzpatrick Jan. 20, 1994 Being Recorded (MAL.) Gen. 2104
318 Main Street Corp. May 25, 1994 Being Recorded (MAL.) Gen. 2106
Trek Realty Corp. July 13, 1994 25001 503 (MAL.) Gen. 2107
Peter Maggio, Tr. Sept. 8, 1994 25001 534 (MAL.) Gen. 2109
Robert J. Maguire et al Feb. 2, 1995 Being Recorded (MAL.) Gen. 2110
Rivers Construction, Inc. Nov. 30, 1994 Being Recorded (MAL.) Gen. 2111
Terence P. Tully et ux Jan. 26, 1995 Being Recorded (MAL.) Gen. 2112
Donald A. Gianquitto, Tr. Jan. 25, 1995 Being Recorded (MAL.) Gen. 2113
Loretta Crugnale Mar. 8, 1995 Being Recorded (MAL.) Gen. 2114
Domenic Crugnale et al Mar. 8, 1995 Being Recorded (MAL.) Gen. 2115
MARLBOROUGH
City of Marlborough May 23, 1994 Being Recorded (WOR.SUB.)Gen. 6103
Peter Gallipeau, Tr. June 6, 1994 24710 503 (WOR.SUB.)Gen. 6104
Summer Sudbury Limited
Partnership July 11, 1994 25001 511 (WOR.SUB.)Gen. 6105
Gary L. Brown Aug. 23, 1994 Being Recorded (WOR.SUB.)Gen. 6106
CC Estates Limited
Partnership Aug. 4, 1994 Being Recorded (WOR.SUB.)Gen. 6107
Stephen A. Baldelli Aug. 29, 1994 Being Recorded (WOR.SUB.)Gen. 6108
Cummings Properties of
Marlborough,
Inc. Sept. 21, 1994 25001 528 (WOR.SUB.)Gen. 6109
R. K. Associates, Inc. Jan. 19, 1995 Being Recorded (WOR.SUB.)Gen. 6110
Charles Butcher Jan. 13, 1995 Being Recorded (WOR.SUB.)Gen. 6111
Niel Fossile et al, Trs. Jan. 26, 1995 Being Recorded (WOR.SUB.)Gen. 6112
Charles K. Ribakoff, II Mar. 16, 1995 Being Recorded (WOR.SUB.)Gen. 6113
MEDFORD
Antonio A. Ioakim Dec. 30, 1993 24710 487 (MAL.) Gen. 2673
William J. Corcoran et al Mar. 11, 1994 24710 492 (MAL.) Gen. 2674
Gladys M. Lashoto Apr. 7, 1994 24710 493 (MAL.) Gen. 2675
<PAGE>
Daniel L. Freedman et al,
Trs. May 10, 1994 Being Recorded (MAL.) Gen. 2676
Antoinette Frammartino May 26, 1994 24710 500 (MAL.) Gen. 2677
Matthew Simpson et al June 8, 1994 24710 507 (MAL.) Gen. 2678
Robert Querze et al Oct. 1, 1994 25001 533 (MAL.) Gen. 2679
Star Markets Company, Inc. Oct. 21, 1994 Being Recorded (MAL.) Gen. 2680
Star Markets Company Inc. Feb. 3, 1995 Being Recorded (MAL.) Gen. 2681
MELROSE
Richard C. Sawtelle July 5, 1994 25001 517 (MAL.) Gen. 1178
Thomas J. DeFronzo et al Jan. 18, 1995 Being Recorded (MAL.) Gen. 1179
PEPPERELL
C Y Realty Corporation Aug. 25, 1993 24101 144 (WACH.) Gen. 1051
Russell LaPorte Nov. 23, 1993 24101 142 (WACH.) Gen. 1052
James V. DeCarolis Nov. 12, 1993 24101 148 (WACH.) Gen. 1053
Glenda L. Lewis Dec. 1, 1993 24101 147 (WACH.) Gen. 1054
Stephen T. Foley, Tr. Dec. 17, 1993 24101 146 (WACH.) Gen. 1055
Patrick J. Flaherty et al Jan. 6, 1994 Being Recorded (WACH.) Gen. 1056
George Morey et al Feb. 14, 1994 24710 494 (WACH.) Gen. 1058
Alan Herbert Shea et al May 18, 1994 24710 498 (WACH.) Gen. 1060
Russell P. LaPorte May 23, 1994 24710 499 (WACH.) Gen. 1061
Brian D. Lurvey July 13, 1994 25001 522 (WACH.) Gen. 1062
John W. Boisseau et al Jan. 17, 1995 Being Recorded (WACH.) Gen. 1063
Deca Corporation Jan. 17, 1995 Being Recorded (WACH.) Gen. 1064
Recorded with
Middlesex South
District Deeds
---------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Richard M. Marquis et ux Jan. 20, 1995 Being Recorded (WACH.) GEn. 1065
James J. Morrissey, Tr. Jan. 27, 1995 Being Recorded (WACH.) Gen. 1066
James G. Stefely et al Jan. 25, 1995 Being Recorded (WACH.) Gen. 1067
John Harrison et al, Trs Feb. 27, 1995 Being Recorded (WACH.) Gen. 1068
All and the same lands and rights in lands in Bellingham, Foxborough,
Franklin, Holbrook, Plainville, Quincy, Randolph, Weymouth, and Wrentham,
Norfolk County, Massachusetts, which were conveyed to Massachusetts Electric
Company by the following instruments (conveying rights of way unless otherwise
indicated):
Recorded with
Norfolk County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
BELLINGHAM
Kathleen T. Dufresne et al Sept. 17, 1994 10709 213 (WOR.SUB.)Gen. 2994
Burton E. Rhodes et al,
Trs. Sept. 28, 1994 10709 229 (WOR.SUB.)Gen. 2995
<PAGE>
FOXBOROUGH
Mayfair Realty & Development
Company, Inc. Aug. 20, 1993 10140 404 (WOR.SUB.)Gen. 2233
Alan H. Okstein et al,
Trs. Jan. 14, 1994 10392 95 (WOR.SUB.)Gen. 2234
Skanco Sharon-Foxboro
Development, Inc. Mar. 15, 1994 10444 25 (WOR.SUB.)Gen. 2235
Pierino DiMascio et al,
Trs. Mar. 22, 1994 10502 175 (WOR.SUB.)Gen. 2236
Intoccia Construction
Company, Inc. Mar. 29, 1994 10502 180 (WOR.SUB.)Gen. 2237
Ronald J. Horta et al Apr. 4, 1994 10502 171 (WOR.SUB.)Gen. 2238
Michael T. Intoccia Mar. 29, 1994 10502 186 (WOR.SUB.)Gen. 2239
Intoccia Construction
Company, Inc. Mar. 29, 1994 10502 167 (WOR.SUB.)Gen. 2240
Reservoir Estates, Inc. June 29, 1994 10623 449 (WOR.SUB.)Gen. 2241
Arthur E. Rounds et al Aug. 4, 1994 10669 613 (WOR.SUB.)Gen. 2242
Skanco Sharon-Foxboro
Development, Inc. Jan. 12, 1995 Being Recorded (WOR.SUB.)Gen. 2243
FRANKLIN
Michael Mavrides et al Sept. 16, 1993 10140 400 (WOR.SUB.)Gen. 5348
Holiday Construction
Company, Inc. Sept. 16, 1993 10140 401 (WOR.SUB.)Gen. 5349
Robert B. Brown Sept. 17, 1993 10140 403 (WOR.SUB.)Gen. 5350
Daniel G. Ranieri et ux Oct. 28, 1993 10256 480 (WOR.SUB.)Gen. 5351
W.G.B. Construction
Company, Inc. Oct. 18, 1993 10256 481 (WOR.SUB.)Gen. 5352
City Mill Corporation Dec. 14, 1993 10392 93 (WOR.SUB.)Gen. 5353
Tri D Development
Corporation Oct. 29, 1993 10392 94 (WOR.SUB.)Gen. 5354
Jordan Heights Development
Corp. Jan. 11, 1994 10392 89 (WOR.SUB.)Gen. 5355
MAC Homes, Inc. Jan. 12, 1994 10392 92 (WOR.SUB.)Gen. 5356
J.C. Land Developers, Inc. Dec. 10, 1993 10392 91 (WOR.SUB.)Gen. 5358
Rice Associates, Inc. Feb. 16, 1994 10444 33 (WOR.SUB.)Gen. 5359
Joseph R. Lenzi Feb. 18, 1994 10444 39 (WOR.SUB.)Gen. 5360
Marguerite Family Trust Mar. 7, 1994 10444 40 (WOR.SUB.)Gen. 5361
Skyline Farms Limited
Partnership Apr. 19, 1994 10546 616 (WOR.SUB.)Gen. 5362
John Padula Apr. 20, 1994 10546 617 (WOR.SUB.)Gen. 5363
Dunster Homes, Inc. Apr. 29, 1994 10546 619 (WOR.SUB.)Gen. 5364
J.C. Colella, Jr. et al May 13, 1994 10546 618 (WOR.SUB.)Gen. 5365
Anthony W. Sottile et al,
Trs. May 16, 1994 10546 625 (WOR.SUB.)Gen. 5366
Nicholas Stivaletta, Tr. June 10, 1994 10573 592 (WOR.SUB.)Gen. 5367
Gerard C. Lorusso, Tr. July 8, 1994 10623 466 (WOR.SUB.)Gen. 5368
William A. Symmes et al July 14, 1994 10669 611 (WOR.SUB.)Gen. 5369
Cobblestone Builders, Inc. Aug. 16, 1994 10669 615 (WOR.SUB.)Gen. 5370
DiPlacido Development
Corp. Sept. 22, 1994 10709 220 (WOR.SUB.)Gen. 5371
C & M Realty,Inc. Oct. 27, 1994 10796 458 (WOR.SUB.)Gen. 5372
Joel W. D'Errico Nov. 7, 1994 10796 463 (WOR.SUB.)Gen. 5373
Bruce Hunchard et al Mar. 13, 1995 Being Recorded (WOR.SUB.)Gen. 5374
Town of Franklin Mar. 2, 1995 Being Recorded (WOR.SUB.)Gen. 5375
Margaret Shirley Small
et al Mar. 15, 1995 Being Recorded (WOR.SUB.)Gen. 5376
<PAGE>
Recorded with
Norfolk County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
HOLBROOK
Catherine Kane, Tr. Nov. 28, 1994 10796 483 (WEY.) Gen. 458
Holbrook Heights Corp. Feb. 8, 1995 Being Recorded (WEY.) Gen. 459
PLAINVILLE
Theresa L. Salvucci et al,
Tr. June 15, 1994 10573 599 (WOR.SUB.)Gen. 2759
Higgins Mobilehomes Inc. July 12, 1994 10623 439 (WOR.SUB.)Gen. 2760
Whatmough Corporation Oct. 3, 1994 10796 501 (WOR.SUB.)Gen. 2761
MG Limited Partnership Jan. 19, 1995 Being Recorded (WOR.SUB.)Gen. 2762
Michael F. Cacciapaglia
et al Mar. 13, 1995 Being Recorded (WOR.SUB.)Gen. 2763
QUINCY
Louis J. Grossman et al,
Trs. Nov. 16, 1994 10796 474 (Q.) Gen. 269
RANDOLPH
Donald B. Adams et al July 18, 1994 10623 465 (WEY.) Gen. 673
James M. Barbati, Tr. July 21, 1994 10669 612 (WEY.) Gen. 674
Richard P. McCarthy et al,
Trs. Aug. 24, 1994 10669 614 (WEY.) Gen. 676
Mario Schiavo et al, Trs. Nov. 21, 1994 10796 497 (WEY.) Gen. 677
Joseph W. Daly Nov. 18, 1994 Being Recorded (WEY.) Gen. 678
Jan Waszkiewicz et al,
Trs. Mar. 2, 1995 Being Recorded (WEY.) Gen. 679
Recorded with
Norfolk County
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Serono Laboratories, Inc. May 10, 1994 697019 137827 (WEY.) Gen. 672
Recorded with
Norfolk County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
WEYMOUTH
Michael Perriello et al Nov. 24, 1993 10392 105 (WEY.) Gen. 867
<PAGE>
Ryder Development Corp. May 30, 1994 10573 583 (WEY.) Gen. 868
William F. King, Tr. Sept. 12, 1994 10709 218 (WEY.) Gen. 869
WRENTHAM
Creek Street Corporation Jan. 12, 1994 10392 100 (WOR.SUB.)Gen. 2388
Cynthia R. Treannie, Tr. March 9, 1994 10444 9 (WOR.SUB.)Gen. 2390
Alexander Capitol
Development Corp. Feb. 28, 1994 Being Recorded (WOR.SUB.)Gen. 2391
Edward J. Geishecker et ux May 20, 1994 10573 603 (WOR.SUB.)Gen. 2393
John F. McTernan July 12, 1994 10623 443 (WOR.SUB.)Gen. 2394
Stephen A. Schairer et al July 14, 1994 10623 453 (WOR.SUB.)Gen. 2395
Bailey and Zahner Builders,
Inc. July 18, 1994 10623 457 (WOR.SUB.)Gen. 2396
Howard W. Bailey, Tr. July 18, 1994 10623 461 (WOR.SUB.)Gen. 2397
Four Oaks Corp. Oct. 30, 1994 10796 467 (WOR.SUB.)Gen. 2398
Crescent Builders, Inc. Nov. 14, 1994 10796 489 (WOR.SUB.)Gen. 2399
Cherokee Development Corp. Jan. 26, 1995 Being Recorded (WOR.SUB.)Gen. 2400
Leo A. Pare Feb. 6, 1995 Being Recorded (WOR.SUB.)Gen. 2401
Recorded with
Norfolk County
Registry District
of the Land Court
-----------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Wrentham Village Corp. May 17, 1994 694302 135363 (WOR.SUB.)Gen. 2392
All and the same rights in lands in Revere and Winthrop, Suffolk County,
Massachusetts, which were conveyed to Massachusetts Electric Company by the
following instruments:
Recorded with
Suffolk County
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
REVERE
Richard C. DiMare, Tr. Aug. 23, 1993 18563 35 (SUB.) Gen. 704
WINTHROP
Loretta B. Scimone, Tr. Dec. 22, 1994 Being Recorded (SUB.) Gen. 926
All and the same lands and rights in lands in Athol, Auburn, Barre,
Berlin, Blackstone, Bolton, Brookfield, Charlton, Clinton, Douglas, Dudley,
Gardner, Grafton, Hardwick, Harvard, Hopedale, Hubbardston, Lancaster,
Leicester, Mendon, Milford, Millbury, Millville, New Braintree, Northborough,
Northbridge, Oxford, Petersham, Phillipston, Royalston, Rutland, Southborough,
Southbridge, Spencer, Sturbridge, Sutton, Templeton, Upton, Uxbridge, Warren,
Webster, Westborough, West Boylston, West Brookfield, and Worcester, Worcester
County, Massachusetts, which were conveyed to Massachusetts Electric Company
by the following instruments (conveying rights of way unless otherwise
indicated):
<PAGE>
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
ATHOL
John B. Phillips, Jr.
et ux Nov. 10, 1994 16736 28 (ATHOL) Gen. 1422
Charles E. Martel, Jr.
et al Dec. 19, 1994 16866 252 (ATHOL) Gen. 1423
Kelly D. Walsh et al Jan. 25, 1995 16946 336 (ATHOL) Gen. 1424
AUBURN
B.A. Sundin & Son, Inc. Aug. 31, 1993 15627 155 (WOR.) Gen. 1946
The Auburn Masonic Charitable
Association, Inc. Jan. 10, 1994 16097 256 (WOR.) Gen. 1947
Mediplex of Massachusetts,
Inc. Feb. 2, 1994 16097 264 (WOR.) Gen. 1948
Auburn Housing Authority Feb. 4, 1994 16097 268 (WOR.) Gen. 1949
Randy F. Kusy Apr. 25, 1994 16294 41 (WOR.) Gen. 1950
B. A. Sundin and Son, Inc. July 1, 1994 16496 56 (WOR.) Gen. 1951
Auburn Water District Sept. 8, 1994 16633 229 (WOR.) Gen. 1952
John D. Deshaies, Jr.
et ux Dec. 22, 1994 16866 250 (WOR.) Gen. 1953
Paul A. Gemme et ux Dec. 21, 1994 16866 249 (WOR.) Gen. 1954
Auburn Housing Authority Feb. 8, 1995 16946 272 (WOR.) Gen. 1955
BARRE
Robert D. Wetmore et al Oct. 31, 1994 16736 38 (GARD.) Gen. 1596
John H. Pearson, Jr. Jan. 9, 1995 16866 256 (GARD.) Gen. 1597
Stephen R. Hosley et ux Jan. 10, 1995 16946 331 (GARD.) Gen. 1598
Charles P. Hattenburg
et al Feb. 14, 1995 16946 282 (GARD.) Gen. 1599
BERLIN
Roy C. Smith, Tr. Oct. 14, 1993 15694 216 (WOR.SUB.) Gen. 1272
BLACKSTONE
Jeffrey P. Marchand Dec. 10, 1993 16009 133 (WOR.SUB.)Gen. 1152
John Castagnaro et al Aug. 24, 1994 16585 146 (WOR.SUB.)Gen. 1154
Arrowhead Holding
Corporation Sept. 28, 1994 16663 122 (WOR.SUB.)Gen. 1155
BOLTON
Jefferson Gould et al Nov. 5, 1993 15854 276 (WOR.SUB.)Gen. 1640
John J. Spero, Tr. Nov. 3, 1993 15854 268 (WOR.SUB.)Gen. 1641
Spero Construction
Company, Inc. Nov. 3, 1993 15854 272 (WOR.SUB.)Gen. 1642
Christopher Tracey et al,
Trs. June 6, 1994 16432 264 (WOR.SUB.)Gen. 1643
<PAGE>
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
BROOKFIELD
Brookfield, Inhabitants of
the Town of July 12, 1994 16496 86 (CENT.M) Gen. 1417
CHARLTON
Gary Jennings July 11, 1994 16446 216 (WOR.) Gen. 482
CLINTON
Russell W. Troupe Sept. 27, 1993 15629 3 (WACH.) Gen. 2194
Melanson Bros., Inc. Feb. 19, 1994 16145 69 (WACH.) Gen. 2195
Russell W. Troupe, Sr. Mar. 26, 1994 16204 248 (WACH.) Gen. 2196
Russell W. Troupe, Sr. July 30, 1994 16544 92 (WACH.) Gen. 2197
George W. Duchnowski Jan. 12, 1995 16946 333 (WACH.) Gen. 2198
Ronald James Boston et al Feb. 7, 1995 16946 279 (WACH.) Gen. 2199
DOUGLAS
Guaranteed Builders and
Developers, Inc. Sept. 7, 1993 15604 209 (WOR.SUB.)Gen. 3734
Kentco Development, Inc. Oct. 14, 1993 15694 220 (WOR.SUB.)Gen. 3735
Joseph H. Gresian et al Oct. 21, 1993 15796 113 (WOR.SUB.)Gen. 3737
Baltic Realty Corporation Nov. 12, 1993 15796 121 (WOR.SUB.)Gen. 3738
Audet Builders, Inc. July 6, 1994 16446 230 (WOR.SUB.)Gen. 3739
John A. Taylor July 5, 1994 16446 220 (WOR.SUB.)Gen. 3740
Douglas Hills Corporation July 11, 1994 16496 45 (WOR.SUB.)Gen. 3741
Nancy S. Besardi June 30, 1994 16496 64 (WOR.SUB.)Gen. 3742
Town of Douglas Aug. 31, 1994 16633 190 (WOR.SUB.)Gen. 3743
John A. McPherson et al Sept. 19, 1994 16633 210 (WOR.SUB.)Gen. 3744
Taycor, Inc. Sept. 26, 1994 16663 126 (WOR.SUB.)Gen. 3745
Asif Makani et al Oct. 26, 1994 16707 69 (WOR.SUB.)Gen. 3746
Kenneth E. Marsters Dec. 12, 1994 16866 195 (WOR.SUB.)Gen. 3747
Earle M. Marsters et al,
Trs. Dec. 12, 1994 16866 188 (WOR.SUB.)Gen. 3748
Earle M. Marsters et al,
Trs. Dec. 12, 1994 16866 215 (WOR.SUB.)Gen. 3749
Kevin R. Deschene et al,
Trs. Jan. 23, 1995 16946 253 (WOR.SUB.)Gen. 3750
DUDLEY
Kimberly P. Deary et al Oct. 5, 1993 15666 81 (WOR.) Gen. 7126
Gary Rousseau Dec. 2, 1993 15904 42 (WOR.) Gen. 7127
Conrad M. Allen et ux Jan. 7, 1994 16009 142 (WOR.) Gen. 7128
Roland V. Still et al Jan. 27, 1994 16046 385 (WOR.) Gen. 7129
WESO Broadcasting
Corporation Dec. 29, 1993 16097 252 (WOR.) Gen. 7130
Ronald K. Martin Sept. 23, 1993 15629 4 (WOR.) Gen. 7131
Daniel L. Cadarette July 22, 1994 16510 53 (WOR.) Gen. 7132
Robert A. Caron et ux Sept. 30, 1994 16663 144 (WOR.) Gen. 7133
<PAGE>
Guenther & Sabaj Builders,
Inc. Oct. 20, 1994 16707 71 (WOR.) Gen. 7134
William J. Woodcock, Sr.,
et ux Nov. 29, 1994 16828 255 (WOR.) Gen. 7135
Daniel T. Colella, Jr.
et ux Nov. 26, 1994 16828 254 (WOR.) Gen. 7136
Nichols College Nov. 15, 1994 16828 298 (WOR.) Gen. 7137
Dorothy A. Mann Jan. 9, 1995 16866 243 (WOR.) Gen. 7138
Arthur Vallee et al Feb. 28, 1995 16946 354 (WOR.) Gen. 7139
GARDNER
Roger H. Ruhsenberger Sept. 27, 1993 15629 2 (GARD.) Gen. 948
Dymek Custom Builders,
Inc. Nov. 1, 1993 15796 120 (GARD.) Gen. 949
Lawrence Builders Company,
Incorporated Nov. 1, 1993 15796 119 (GARD.) Gen. 950
Eugene R. LeBlanc, Tr. Dec. 3, 1993 15919 332 (GARD.) Gen. 951
Richard R. Goss Mar. 31, 1994 16259 44 (GARD.) Gen. 953
Donald W. Lemieux et ux June 23, 1994 16496 76 (GARD.) Gen. 954
Brian Carlson Custom
Homes, Inc. Mar. 10, 1995 16946 351 (GARD.) Gen. 955
Alfred J. Cormier Feb. 27, 1995 16946 353 (GARD.) Gen. 956
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
GRAFTON
Fairhaven Associates, Inc. June 10, 1994 16432 275 (WOR.SUB.) Gen. 169
Robert A. Fleming, Sr.
et al Apr. 8, 1994 16496 60 (WOR.SUB.) Gen. 170
Sean S. Padgett et ux Oct. 3, 1994 16663 104 (WOR.SUB.) Gen. 171
HARDWICK
Philip D. Jurczyk Nov. 22, 1994 16828 261 (CENT.M.) Gen. 2039
HARVARD
Joanne M. Williamson Apr. 26, 1994 16275 262 (WACH.) Gen. 279
HOPEDALE
Louis J. Costanza et al Dec. 5, 1994 16866 199 (WOR.SUB.)Gen. 3158
BayBank Dec. 15, 1994 16946 322 (WOR.SUB.)Gen. 3159
Town of Hopedale Mar. 6, 1995 Being Recorded (WOR.SUB.)Gen. 3160
HUBBARDSTON
Muir's Incorporated Aug. 31, 1993 15604 216 (GARD.) Gen. 3177
Hilary Scott Aug. 28, 1993 15604 215 (GARD.) Gen. 3178
Covin Development and
Builders, Inc. Sept. 2, 1993 15604 206 (GARD.) Gen. 3179
Joseph P. Ruscito et al Nov. 16, 1993 15904 40 (GARD.) Gen. 3180
Brian K. Rosa Nov. 8, 1993 16294 39 (GARD.) Gen. 3181
<PAGE>
George M. Sherback et al Nov. 4, 1993 16294 40 (GARD.) Gen. 3182
Genevieve T. Poirier July 19, 1994 16496 94 (GARD.) Gen. 3183
Steven J. Cyganiewicz
et ux Aug. 19, 1994 16707 67 (GAED.) Gen. 3184
William T. Bowne, Jr.
et al Dec. 7, 1994 16828 258 (GARD.) Gen. 3185
Barbara C. Chapman Dec. 5, 1994 16828 262 (GARD.) Gen. 3186
Mark T. Beauvais et al Jan. 19, 1995 16946 332 (GARD.) Gen. 3187
LANCASTER
John B. Bates et al, Tr. Nov. 4, 1994 16736 18 (WACH.) Gen. 2403
LEICESTER
Ronald Bouthiller Sept. 9, 1993 15666 74 (WOR.) Gen. 1570
Muriel Dube Nov. 2, 1993 15796 118 (WOR.) Gen. 1571
Paul A. Burlingame et al Apr. 11, 1994 16275 267 (WOR.) Gen. 1572
Rochdale Commons
Partnership July 22, 1994 16510 55 (WOR.) Gen. 1573
Inhabitants of the Town
of Leicester Nov. 1,1994 16736 23 (WOR.) Gen. 1574
MENDON
Domingos Afonso et al,
Trs. June 28, 1994 16432 281 (WOR.SUB.)Gen. 6303
Salvatore J. Tinio, Tr. July 7, 1994 16496 69 (WOR.SUB.)Gen. 6304
William F. Hulbig et al,
Trs. Feb. 10, 1995 16946 289 (WOR.SUB.)Gen. 6305
MILFORD
Mikals Construction Corp.,
Inc. Aug. 18, 1993 15904 43 (WOR.SUB.)Gen. 6002
Paul Casasanta et al, Trs. Oct. 4, 1993 15647 301 (WOR.SUB.)Gen. 6003
Rosemary Cerqueira, Tr. Dec. 21, 1993 16009 134 (WOR.SUB.)Gen. 6005
Samuel V. Longo, Jr., Tr. Dec. 14, 1993 16009 132 (WOR.SUB.)Gen. 6006
Route 495 Commerce Park
Limited Partnership July 18, 1994 16585 169 (WOR.SUB.)Gen. 6007
American Stores Properties,
Inc. Aug. 24, 1994 16633 183 (WOR.SUB.)Gen. 6008
Mikals Construction Co.,
Inc. Oct. 17, 1994 16707 70 (WOR.SUB.)Gen. 6009
Milford Federal Savings and
Loan Association Nov. 7, 1994 16736 32 (WOR.SUB.)Gen. 6010
Charles F. Doe, Jr., Trs. Nov. 22, 1994 16828 273 (WOR.SUB.)Gen. 6011
Milford Housing Authority Dec. 8, 1994 16866 231 (WOR.SUB.)Gen. 6012
Vincent E. Farese, Tr. Dec. 7, 1994 16946 313 (WOR.SUB.)Gen. 6013
Clement Construction, Inc. Mar. 3, 1995 16946 379 (WOR.SUB.)Gen. 6014
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
<PAGE>
MILLBURY
New England Power
Company (Fee) Oct. 6, 1993 16828 303 (WORSUB.)Gen. 5111d
Ernest R. Chevalier Oct. 19, 1993 15919 337 (WOR.SUB.)Gen. 5112
Massachusetts Turnpike
Authority Jan. 31, 1995 16946 343 (WOR.SUB.)Gen. 5113
MILLVILLE
James F. Smith Jan. 31, 1994 16145 56 (WOR.SUB.) Gen. 818
James F. Smith Mar. 22, 1994 16204 247 (WOR.SUB.) Gen. 819
James F. Smith Feb. 17, 1995 16946 252 (WOR.SUB.) Gen. 820
NEW BRAINTREE
Steven W. Galligan et al Sept. 7, 1993 15694 221 (GARD.) Gen. 1057
Roger E. Gaudreau Nov. 22, 1993 15904 39 (GARD.) Gen. 1058
Steven W. Galligan et ux Oct. 11, 1994 16663 135 (GARD.) Gen. 1059
NORTHBOROUGH
Kendall Homes, Inc. Jan. 24, 1994 16020 173 (WOR.SUB.)Gen. 5812
Kendall Homes, Inc. Jan. 24, 1994 16020 194 (WOR.SUB.)Gen. 5813
Warren S. Oberg Sept. 23, 1994 16663 108 (WOR.SUB.)Gen. 5814
ABU Construction, Inc. Oct. 12, 1994 16681 45 (WOR.SUB.)Gen. 5815
Jeanne L. Delaney et al,
Trs. Nov. 17, 1994 16828 267 (WOR.SUB.)Gen. 5816
Raytheon Company (Fee) Dec. 2, 1994 16795 212 (WOR.SUB.)Gen. 5817
Wellen Construction Inc. Dec. 23, 1994 16946 307 (WOR.SUB.)Gen. 5818
Thomas A. Krouse et al Jan. 24, 1995 16946 260 (WOR.SUB.)Gen. 5819
NORTHBRIDGE
Richard G. Perry Aug. 31, 1993 15604 208 (WOR.SUB.) Gen. 294
The Shop at Whitinsville Oct. 18, 1993 16009 131 (WOR.SUB.) Gen. 295
Gary D. Kidd, Tr. Dec. 8, 1993 16009 157 (WOR.SUB.) Gen. 296
St. Camillus Institute,
Inc. June 9, 1994 16397 24 (WOR.SUB.) Gen. 297
Blackstone-Chicago
Corporation, Tr. Jan. 27, 1994 16145 62 (WOR.SUB.) Gen. 298
Tammy A. Renaud et al Apr. 15, 1994 16275 261 (WOR.SUB.) Gen. 299
G.F. Homes Corporation June 21, 1994 16432 285 (WOR.SUB.)Gen. 6200
Henry W. Coz July 8, 1994 16510 54 (WOR.SUB.)Gen. 6201
John P. Miersma et al Oct. 11, 1994 16663 141 (WOR.SUB.)Gen. 6203
South Middlesex Non-Profit
Housing Corporation Nov. 10, 1994 16736 34 (WOR.SUB.)Gen. 6205
Patrick H. Mahoney et al Nov. 17, 1994 16828 277 (WOR.SUB.)Gen. 6206
Beaumont Nursing Home,
Inc. Nov. 28, 1994 16866 237 (WOR.SUB.)Gen. 6207
P.C.K. Limited Partnership Jan. 10, 1995 16946 314 (WOR.SUB.)Gen. 6208
OXFORD
Donald P. Morin Sept. 2, 1993 15604 201 (WOR.) Gen. 6157
Dennis M. Corey, Sr. Sept. 3, 1993 15554 21 (WOR.) Gen. 6158
Andrew Malkoski et al Sept. 27, 1993 15629 1 (WOR.) Gen. 6159
Dennis M. Corey, Sr. Sept. 3, 1993 15554 21 (WOR.) Gen. 6160
Santo J. DiDonato Jan. 15, 1994 16097 253 (WOR.) Gen. 6161
Jonathan E. Ricketts Jan. 10, 1994 16009 151 (WOR.) Gen. 6162
<PAGE>
William S. Lacki et al Jan. 21, 1994 16046 384 (WOR.) Gen. 6163
Jean Bonard Apr. 1, 1994 16204 249 (WOR.) Gen. 6164
Escape Estates, Inc. June 3, 1994 16432 269 (WOR.) Gen. 6165
Linda W. Halloran et al July 13, 1994 16496 95 (WOR.) Gen. 6166
Central Region Builders
Corp. Aug. 29, 1994 16585 153 (WOR.) Gen. 6167
Richard S. Daigneault
et ux Sept. 15, 1994 16633 208 (WOR.) Gen. 6168
Spiros Tsetsos et ux Sept. 2, 1994 16633 216 (WOR.) Gen. 6169
Stratton P. Vitikos Oct. 5, 1994 16663 142 (WOR.) Gen. 6170
Peter D. Starkus et al Oct. 31, 1994 16736 37 (WOR.) Gen. 6171
Joseph P. Boucher et ux Nov. 8, 1994 16736 36 (WOR.) Gen. 6172
McDonald's Corporation Dec. 9, 1994 16828 292 (WOR.) Gen. 6173
H.O. Wire Co., Inc. Feb. 2, 1995 16946 325 (WOR.) Gen. 6174
Richard V. Provencher Jan. 17, 1995 16946 324 (WOR.) Gen. 6175
John Williams Feb. 26, 1995 16946 356 (WOR.) Gen. 6176
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
PETERSHAM
Marc E. Duguay et al Feb. 16, 1995 16946 283 (ATHOL) Gen. 1304
PHILLIPSTON
Brian M. Harris et al Nov. 18, 1994 16828 250 (GARD.) Gen. 231
Clifford F. Batchelor Nov. 9, 1994 16828 249 (GARD.) Gen. 232
Richard P. Geyster, Jr. Feb. 15, 1995 16946 281 (GARD.) Gen. 233
Leroy P. Gibbs Jan. 8, 1995 16946 280 (GARD.) Gen. 234
ROYALSTON
David A. Buddington et ux Nov. 22, 1994 16828 256 (ATHOL) Gen. 1107
Anthony P. Tamason et al Nov. 29, 1994 16828 257 (ATHOL) Gen. 1108
Robin J. Mowrey et ux Dec. 14, 1994 16866 254 (ATHOL) Gen. 1109
RUTLAND
Gengel C&S Builders, Inc. June 6, 1994 16446 224 (GARD.) Gen. 2816
SOUTHBOROUGH
Christopher Christopher,
Tr. June 2, 1994 16337 115 (WOR.SUB.)Gen. 4925
Jose Martins, Tr. Nov. 17, 1994 16828 282 (WOR.SUB.)Gen. 4926
Christopher Christopher,
Tr. June 2, 1994 16866 201 (WOR.SUB.)Gen. 4927
Christopher Christopher,
Tr. Dec. 22, 1994 16790 153 (WOR.SUB.)Gen. 4928
Martin E. Moran et al Feb. 6, 1995 16946 254 (WOR.SUB.)Gen. 4930
Lisa A. Depietri, Tr. Feb. 15, 1995 16946 374 (WOR.SUB.)Gen. 4931
<PAGE>
Recorded with
Worcester District
Registry of the
Land Court
------------------
Grantors Date Doc.No. Cert.No. Prop. No.
- -------- ---- ------ ------- --------
Peter S. Bemis et al Dec. 8, 1995 60351 11858 (WOR.SUB.)Gen. 4929
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
SOUTHBRIDGE
Savers Co-operative Bank July 19, 1994 16510 61 (WOR.) Gen. 829
James C. Evergates et al Sept. 28, 1994 16663 143 (WOR.) Gen. 830
William Kames et al Jan. 3, 1995 16866 251 (WOR.) Gen. 831
SPENCER
John J. Kennedy III et al Oct. 19, 1993 15694 222 (SPEN.) Gen. 260
George A. Lussier et al Oct. 22, 1993 15796 112 (SPEN.) Gen. 261
Daniel F. Manzaro et al May 4, 1994 16294 37 (SPEN.) Gen. 262
Alfred R. Williams June 6, 1994 16432 274 (SPEN.) Gen. 263
Spencer-East Brookfield
Regional School
District June 16, 1994 16496 81 (SPEN.) Gen. 264
Dorothy B. Bemis et al Aug. 11, 1994 16544 95 (SPEN.) Gen. 265
Donald L. Foster Oct. 17, 1994 16681 52 (SPEN.) Gen. 266
Kresco Landscaping, Inc. Nov. 1, 1994 16736 16 (SPEN.) Gen. 267
Ronald M. Lavallee et ux Dec. 29, 1994 16866 255 (SPEN.) Gen. 268
STURBRIDGE
Massachusetts Turnpike
Authority Jan. 31, 1995 16946 337 (CENT.M.) Gen. 3515
George R. Suprenant et al Dec. 28, 1994 16866 248 (CENT.M.) Gen. 3516
George R. Suprenant et al Dec. 28, 1994 16866 247 (CENT.M.) Gen. 3517
Alan A. Roberge et al Mar. 9, 1995 16946 349 (CENT.M.) Gen. 3518
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
SUTTON
Conrad P. Berthold et al March 2, 1994 16145 71 (WOR.SUB.)Gen. 4016
Thomas S. Zocco, Tr. May 20, 1994 16332 256 (WOR.SUB.)Gen. 4017
Dana Gravison, Inc. Aug. 22, 1994 16544 97 (WOR.SUB.)Gen. 4018
Tomco, Inc. Jan. 3, 1995 16866 211 (WOR.SUB.)Gen. 4019
<PAGE>
TEMPLETON
Leo P. Ferrari et ux Feb. 2, 1995 16946 334 (ATHOL) Gen. 302
UPTON
Michael K. Kearney, Tr. Aug. 25, 1993 15604 211 (WOR.SUB.)Gen. 4539
W.G.B. Construction Co.,
Inc. May 24, 1994 16432 255 (WOR.SUB.)Gen. 4540
Roger L. LeBoeuf et al Aug. 3, 1994 16544 96 (WOR.SUB.)Gen. 4541
Really Big Realty, Inc. Dec. 13, 1994 16866 220 (WOR.SUB.)Gen. 4542
Erik C. Nelson Oct. 18, 1994 16866 227 (WOR.SUB.)Gen. 4543
Lisa A. Pezzoni, Tr. Feb. 21, 1995 16946 371 (WOR.SUB.)Gen. 4544
UXBRIDGE
John W. Cnossen et al,Trs. Sept. 9, 1993 15604 207 (WOR.SUB.)Gen. 5634
Gen Wal Construction
Company, Inc. Sept. 24, 1993 15647 306 (WOR.SUB.)Gen. 5635
Fred Hutnak Development
Corp., Inc. Sept. 13, 1993 15647 302 (WOR.SUB.)Gen. 5636
Ralph Secord et al Feb. 11, 1994 16097 254 (WOR.SUB.)Gen. 5637
Depot Street Associates May 23, 1994 16332 251 (WOR.SUB.)Gen. 5638
James R. Powers et al June 15, 1994 16397 31 (WOR.SUB.)Gen. 5639
Trees to Keys, Inc. Sept. 28, 1994 16663 112 (WOR.SUB.)Gen. 5640
Roger W. Hubbard et al Nov. 27, 1994 16828 279 (WOR.SUB.)Gen. 5641
International Church of the Four
Square Gospel Dec. 1, 1994 16866 205 (WOR.SUB.)Gen. 5642
Fred Hutnak Development
Corp., Inc. Oct. 20, 1994 16866 207 (WOR.SUB.)Gen. 5643
John W. Audet, Inc. Jan. 25, 1995 16946 255 (WOR.SUB.)Gen. 5644
WARREN
Ronald J. Uminski et
al (Fee) May 2, 1994 16250 10 (CENT.M.) Gen. 749
Lawrence E. Allard, Jr. Nov. 28, 1994 16828 263 (CENT.M.) Gen. 750
WEBSTER
John J. Pepka et al Nov. 19, 1993 15854 281 (WOR.) Gen. 5131
Michael Trainor et al Dec. 2, 1993 15919 333 (WOR.) Gen. 5132
Magdalene Bandouveres
et al Dec. 11, 1993 15919 335 (WOR.) Gen. 5133
Roland G. Lavallee et al Jan. 7, 1994 16009 137 (WOR.) Gen. 5134
Lawrence R. Leboeuf Jan. 14, 1994 16009 136 (WOR.) Gen. 5135
Paul F. Fenuccio et ux Aug. 8, 1994 16544 90 (WOR.) Gen. 5136
Robin M. Degnan Aug. 4, 1994 16544 94 (WOR.) Gen. 5137
Thomas S. Riedl et al Oct. 18, 1994 16707 74 (WOR.) Gen. 5138
Theodore J. Renauld, Jr. Nov. 10, 1994 16736 30 (WOR.) Gen. 5139
Suryakant M. Patel et al Nov. 17, 1994 16828 253 (WOR.) Gen. 5140
Noreen C. McDonald Dec. 20, 1994 16866 246 (WOR.) Gen. 5141
Sidney Ziff Dec. 21, 1994 16866 245 (WOR.) Gen. 5142
Joseph B. Cimoch et ux Dec. 26, 1994 16866 244 (WOR.) Gen. 5143
Joan A. O'Brien Feb. 17, 1995 16946 265 (WOR.) Gen. 5144
<PAGE>
WESTBOROUGH
Asset Construction Company Apr. 12, 1994 16210 205 (WOR.SUB.)Gen. 4633
Jon Mark Delli Priscoli,
Tr. Sept. 22, 1994 16633 233 (WOR.SUB.)Gen. 4634
Barclay Henderson, Tr. Jan. 16, 1995 16946 301 (WOR.SUB.)Gen. 4635
Vicar Realty Corporation Feb. 21, 1995 16946 284 (WOR.SUB.)Gen. 4636
Beaumont at the Willows Feb. 17, 1995 16946 366 (WOR.SUB.)Gen. 4637
WEST BOYLSTON
Robert J. Gancorz et al Dec. 6, 1994 Being Recorded (CENT.M.) Gen. 4123
Recorded with
Worcester District
Registry of Deeds
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
WEST BROOKFIELD
Alan Drake et al Oct. 12, 1993 15666 80 (CENT.M.) Gen. 4118
Charles Kady, Sr. Nov. 15, 1993 15904 41 (CENT.M.) Gen. 4119
Michael T. McIntyre Dec. 15, 1993 15919 336 (CENT.M.) Gen. 4120
Michael H. Oliver et al Apr. 15, 1994 16294 38 (CENT.M.) Gen. 4121
GF/Massachusetts Inc. Sept. 6, 1994 16633 195 (CENT.M.) Gen. 4122
Robert J. Gancorz et al Dec. 6, 1995 16828 252 (CENT.M.) Gen. 4123
WORCESTER
New England Power
Company (Fee) Oct. 6, 1993 16828 303 (WOR.) Gen. 3925d
Leonard A. Poulin Aug. 10, 1993 15519 236 (WOR.) Gen. 3929
Steven E. Daly et al Aug. 26, 1993 15604 205 (WOR.) Gen. 3932
Christopher J. Ahmadjian
et al July 31, 1993 15604 214 (WOR.) Gen. 3934
The Roman Catholic Bishop
of Worcester Sept. 29, 1993 15647 310 (WOR.) Gen. 3935
Rita E. Bourassa Aug. 9, 1993 15604 212 (WOR.) Gen. 3936
Fox Hill Builders, Inc. Sept. 30, 1993 15666 69 (WOR.) Gen. 3937
Elizabeth J. Iandoli Oct. 7, 1993 15694 212 (WOR.) Gen. 3938
Stevens Walden, Inc. Oct. 28, 1993 15796 114 (WOR.) Gen. 3939
Khatija Gaffar Nov. 19, 1993 15854 280 (WOR.) Gen. 3940
Anthony F. Ingrisano et al Dec. 3, 1993 15904 48 (WOR.) Gen. 3950
Worcester Housing
Authority Oct. 29, 1993 15904 44 (WOR.) Gen. 3951
Mary L. Colorio Dec. 16, 1993 15919 334 (WOR.) Gen. 3952
Lindberg Corporation Nov. 12, 1993 16009 138 (WOR.) Gen. 3953
Robert M. Fitzgerald et al Jan. 10, 1994 16009 135 (WOR.) Gen. 3954
Morgan Construction
Company Jan. 10, 1994 16009 147 (WOR.) Gen. 3955
Robert J. Cutler et al,
Trs. Dec. 21, 1993 16046 382 (WOR.) Gen. 3956
James M. Zingarelli, Jr. Jan. 27, 1994 16046 383 (WOR.) Gen. 3957
Richard P. Houlihan, Jr.
et al, Trs. Feb. 1, 1994 16097 260 (WOR.) Gen. 3958
Paul T. Shusas Feb. 18, 1994 16097 255 (WOR.) Gen. 3959
Evelyn D. Faford Mar. 18, 1994 16204 246 (WOR.) Gen. 3960
<PAGE>
Merit Oil of Massachusetts,
Inc. Apr. 26, 1994 16275 268 (WOR.) Gen. 3961
Joan Friedberg, Tr. May 5, 1994 16332 243 (WOR.) Gen. 3962
James F. Callery May 9, 1994 16332 247 (WOR.) Gen. 3963
Taco Bell Corp. May 27, 1994 16346 114 (WOR.) Gen. 3964
Lucy Zakarian May 31, 1994 16346 119 (WOR.) Gen. 3965
Alexander E. Drapos et al,
Trs. June 21, 1994 16432 291 (WOR.) Gen. 3966
Theodore J. Kiritsy et al June 15, 1994 16496 96 (WOR.) Gen. 3967
Thomas W. Gardner, Jr.
et al July 1, 1994 16496 52 (WOR.) Gen. 3968
Judith M. Toohil a/k/a
Judith H. Fogarty June 8, 1994 16496 90 (WOR.) Gen. 3969
Ronald W. Shadbegian,Admr. July 18, 1994 16510 60 (WOR.) Gen. 3971
Mark F. Brennan et ux Aug. 4, 1994 16544 89 (WOR.) Gen. 3972
Mario DiGioia et ux Aug. 8, 1994 16544 103 (WOR.) Gen. 3973
George S. Esper Aug. 10, 1994 16585 157 (WOR.) Gen. 3974
Barry Krock et al, Trs. Aug. 24, 1994 16585 165 (WOR.) Gen. 3975
Frank Latino et ux Sept. 15, 1994 16633 204 (WOR.) Gen. 3977
Allen M. Glick et al Sept. 14, 1994 16633 246 (WOR.) Gen. 3978
Jeffrey S. Bovarnick, Tr. Aug. 23, 1994 16633 240 (WOR.) Gen. 3979
Andrew J. Rivers, III
et ux July 19, 1994 16633 224 (WOR.) Gen. 3980
Secured Financial Corp. July 12, 1994 16633 199 (WOR.) Gen. 3981
Matthew L. Mattson Sept. 22, 1994 16633 220 (WOR.) Gen. 3982
Michael N. Abodeely, Jr.
et al Oct. 20, 1994 16707 65 (WOR.) Gen. 3983
Rose M. Connell Oct. 27, 1994 16736 12 (WOR.) Gen. 3984
Stephen P. Kristan et al Oct. 27, 1994 16736 8 (WOR.) Gen. 3985
Herbert S. Jordan Oct. 28, 1994 16736 4 (WOR.) Gen. 3986
Martin Shannon et ux Dec. 12, 1994 16828 260 (WOR.) Gen. 3987
David Krikorian Nov. 28, 1994 16828 264 (WOR.) Gen. 3988
Country Club Associates Nov. 29, 1994 16828 287 (WOR.) Gen. 3989
Barry S. Gerhardt et al Nov. 14, 1994 16828 259 (WOR.) Gen. 3990
Gary P. Henrich Dec. 2, 1994 16828 251 (WOR.) Gen. 3991
James A. Ciullo, Jr. Jan. 18, 1995 16946 266 (WOR.) Gen. 3992
Victor M. Collinino Feb. 17, 1995 16946 278 (WOR.) Gen. 3993
Sharon L. Banks Mar. 6, 1995 16946 357 (WOR.) Gen. 3994
All and the same rights in lands in Leominster, Worcester County,
Massachusetts, which conveyed to Massachusetts Electric Company by the
following instruments:
Recorded with
Worcester North
District
Registry of Deeds
-----------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
LEOMINSTER
Janet R. Cataldo, Tr. Oct. 7, 1993 2553 143 (WACH.) Gen. 2045
William H. Beaulac et al,
Trs. Jan. 12, 1994 2553 145 (WACH.) Gen. 2046
Anthony J. Mazzaferro Jan. 14, 1994 2553 144 (WACH.) Gen. 2047
Gary Corporation Jan. 19, 1994 2553 146 (WACH.) Gen. 2048
Peach Hill Corporation Dec. 13, 1993 2544 169 (WACH.) Gen. 2050
<PAGE>
Olderigi Piermarini et al,
Trs. Mar. 1, 1994 2553 147 (WACH.) Gen. 2051
Benjamin Builders Realty
Trust Apr. 28, 1994 2581 198 (WACH.) Gen. 2052
Peter E. Bovenzi et ali,
Trs. May 5, 1994 2581 199 (WACH.) Gen. 2053
Michael Piermarini et al Sept. 22, 1994 Being Recorded (WACH.) Gen. 2054
Anthony J. Sisoian et al Sept. 17, 1994 Being Recorded (WACH.) Gen. 2055
Lynne M. Sarasin Oct. 22, 1994 Being Recorded (WACH.) Gen. 2056
Joseph J. Serafini et al,
Trs. Dec. 14, 1994 Being Recorded (WACH.) Gen. 2057
</TABLE>
ALSO ALL RIGHTS AND EASEMENTS TO MAINTAIN POLES AND WIRES IN PRIVATE
STREETS IN THE VARIOUS CITIES AND TOWNS SERVED BY THE MASSACHUSETTS ELECTRIC
COMPANY WHICH WERE CONVEYED TO SAID COMPANY BY INSTRUMENTS DULY RECORDED WITH
THE APPLICABLE REGISTRIES OF DEEDS AND REGISTRY DISTRICTS OF THE LAND COURTS;
AND ALL OF THE LANDS AND RIGHTS HEREINABOVE REFERRED TO IN THIS SCHEDULE OF
PROPERTY ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS,
CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREINABOVE
MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN
FORCE AND APPLICABLE; AND THERE IS EXCEPTED FROM CERTAIN OF SAID LANDS AND
RIGHTS, SO MUCH THEREOF AS HAS BEEN TAKEN BY THE COMMONWEALTH OF MASSACHUSETTS
OR MUNICIPAL AUTHORITIES FOR HIGHWAY PURPOSES AND CERTAIN OF SAID LANDS AND
RIGHTS ARE SUBJECT TO SUCH OTHER RIGHTS AND EASEMENTS AS WERE TAKEN BY
GOVERNMENTAL AUTHORITIES; AND CERTAIN OF SAID RIGHTS AND EASEMENTS HEREINABOVE
REFERRED TO ARE SUBJECT TO PRIOR LIENS, HOWEVER, SAID PRIOR LIENS WILL NOT
INTERFERE WITH THE PROPER OPERATION OF THE COMPANY'S BUSINESS, AND THEIR
EFFECT, IF ANY, UPON THE SECURITY OF THE INDENTURE MAY PROPERLY BE IGNORED;
AND CERTAIN OF SAID RIGHTS HEREINABOVE REFERRED TO WERE CONVEYED TO
MASSACHUSETTS ELECTRIC COMPANY AND THE NEW ENGLAND TELEPHONE AND TELEGRAPH
COMPANY JOINTLY.
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 9th day of May, 1995, before me personally appeared M. E. Jesanis
and Robert King Wulff, to me personally known, who, being by me duly sworn,
did say that they are Treasurer and Clerk, respectively, of Massachusetts
Electric Company, that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed by them on behalf of said corporation by authority of its Board of
Directors; and the said M. E. Jesanis and Robert King Wulff acknowledged said
instrument to be the free act and deed of said corporation.
Sally Ann Tracy
Sally Ann Tracy
Notary Public
My commission expires
January 29, 1999
[Notarial Seal]
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 9th day of May, 1995, before me personally appeared Daniel Golden
and Andrew M. Sinasky, to me personally known, who, being by me duly sworn,
did say that they are Assistant Vice President and Assistant Secretary,
respectively, of State Street Bank and Trust Company, that the seal affixed to
the foregoing instrument is the corporate seal of said trust company and that
said instrument was signed and sealed on behalf of said trust company by
authority of its Board of Directors; and the said Daniel Golden and Andrew M.
Sinasky acknowledged said instrument to be the free act and deed of said trust
company.
Renee M. Kossuth
Renee M. Kossuth
Notary Public
My Commission expires
April 24, 1998
{Notarial Seal]
<PAGE>
I, Robert King Wulff, Clerk of Massachusetts Electric Company, a
corporation duly organized under the laws of The Commonwealth of Massachusetts
and having its principal place of business in Westborough, Massachusetts,
hereby certify that at a special meeting of the stockholders of said Company,
duly called and held at 25 Research Drive, Westborough, Massachusetts, on
October 18, 1982, by the affirmative action of at least a majority of the
Company's shares outstanding and entitled to vote thereon, upon motion duly
made and seconded, the following vote was duly adopted:
Voted: That the Board of Directors of the Company is authorized to vote to
mortgage all or substantially all of the Company's property,
including its franchises, in connection with the issue from time
to time of the Company's bonds and other actions under the
Company's First Mortgage Indenture and Deed of Trust and
supplements thereto.
I further certify that at a regular meeting of the Board of Directors of
said Company, duly called and held at 25 Research Drive, Westborough,
Massachusetts, on March 15, 1995, at which meeting a quorum was present
and acting throughout, by the affirmative action of all the directors present,
upon motions duly made and seconded, the following votes were duly passed:
Voted: That this Company mortgage all or substantially all of its
property, including its franchises, in connection with the issue of
the New Bonds and other actions under the Indenture.
Voted: That the form, terms, and provisions of the supplemental indentures
created for each additional issue and/or series of New Bonds, a
form of which is presented to this meeting, and hereby ordered
filed as Exhibit "C" with the minutes of the meeting, are hereby
approved; and the President, any Vice President, the Treasurer, and
any Assistant Treasurer are severally authorized, in the name and
on behalf of the Company, to execute, under the corporate seal
attested by the Clerk or any Assistant Clerk, to acknowledge and to
deliver, an instrument in substantially the form of said Exhibit
"C", with appropriate provisions relating to principal amounts,
maturity dates, interest rates, interest payment dates, provisions
for redemption, and refunding provisions, as well as other terms
and conditions for the specific issue and/or series of New Bonds,
within such limits as may be established from time to time by this
Board, the total principal amount of New Bonds to be issued under
said supplemental indentures to be unlimited, and with such further
modifications as the officers executing said supplemental
indentures shall approve, in as many counterparts as the officer so
acting may deem advisable, and to cause the same to be filed and
recorded and refiled and rerecorded as they or any one or more of
them shall deem advisable, such execution and delivery to be
conclusive evidence that the same is authorized by this vote.
Voted: That the Board of Directors considers the additions to and
amendment of the covenants and agreements of the Indenture, as
contained in the form of the supplemental indenture attached hereto
as Exhibit "C", to be for the protection of the holders of the
Bonds outstanding under said Indenture and for the protection of
the trust estate.
And I further certify that, as appears from the records of said Company,
M. E. Jesanis is the Treasurer, being duly authorized to execute in the name
and on behalf of said Company the foregoing Twenty-first Supplemental
Indenture dated as of April 1, 1995, and I am Clerk of said Company, duly
authorized to attest the ensealing of said Twenty-first Supplemental
Indenture; that the foregoing
<PAGE>
Twenty-first Supplemental Indenture, to which this Certificate is attached, is
substantially in the form presented to and approved at said directors' meeting
held on March 15, 1995; that the foregoing is a true and correct copy of the
votes passed at each of said meetings as recorded in the records of said
Company; and that said votes remain in full force and effect without
alteration.
WITNESS my hand and the corporate seal of Massachusetts Electric Company
on May 9, 1995.
ROBERT KING WULFF
ROBERT KING WULFF
Clerk
[Corporate Seal]
<PAGE>
RECORDING NOTE
The Twenty-first Supplemental Indenture dated as of April 1, 1995,
between Massachusetts Electric Company and State Street Bank and Trust
Company, Trustee, has been duly filed for record and recorded in the following
Registries of Deeds:
Berkshire Middle District Registry of Deeds
Berkshire Northern District Registry of Deeds
Berkshire Southern District Registry of Deeds
Bristol North District Registry of Deeds
Essex North District Registry of Deeds
Essex South District Registry of Deeds
Franklin County Registry of Deeds
Hampden County Registry of Deeds
Hampshire County Registry of Deeds
Middlesex North District Registry of Deeds
Middlesex South District Registry of Deeds
Norfolk County Registry of Deeds
Plymouth County Registry of Deeds
Suffolk County Registry of Deeds
Worcester District Registry of Deeds
Worcester North District Registry of Deeds
and in the following Land Court Registration Districts:
Berkshire Middle District
Berkshire North District
Berkshire South District
Bristol North District
Essex North District
Essex South District
Franklin County District
Hampden County District
Hampshire County District
Middlesex North District
Middlesex South District
Norfolk County District
Plymouth County District
Suffolk County District
Worcester District
Worcester North District
and appropriate amendments to financing statements have been filed and
recorded with reference thereto in the office of the Massachusetts Secretary
of State and in each of the above Registries of Deeds and Land Court
Registration Districts.
<PAGE>
EXHIBIT (4)(b)
THE NARRAGANSETT ELECTRIC
COMPANY
TO
RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK,
TRUSTEE
(SUCCESSOR TO RHODE ISLAND HOSPITAL TRUST COMPANY)
TWENTY-SECOND
SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1995
SUPPLEMENTAL TO
FIRST MORTGAGE INDENTURE
AND
DEED OF TRUST
DATED AS OF SEPTEMBER 1, 1944
AS AMENDED AND SUPPLEMENTED BY PRIOR SUPPLEMENTAL INDENTURES
TO SECURE FIRST MORTGAGE BONDS
TWENTY-THIRD ISSUE (SERIES W)
<PAGE>
THE NARRAGANSETT ELECTRIC COMPANY
TWENTY-SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JUNE 1, 1995
TABLE OF CONTENTS
(NOT PART OF THE INDENTURE)
PAGE
----
PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
RECITALS
Preamble. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Form of Series W Bonds [Face] . . . . . . . . . . . . . . . . . . . .3
Form of Trustee's Certificate . . . . . . . . . . . . . . . . . . . .5
Form of Series W Bonds [Reverse]. . . . . . . . . . . . . . . . . . .6
Recital of Validity . . . . . . . . . . . . . . . . . . . . . . . . .9
GRANTING CLAUSES
Recital of Consideration. . . . . . . . . . . . . . . . . . . . . . .9
Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Description of Mortgaged Property . . . . . . . . . . . . . . . . . 10
Reservations and Exceptions . . . . . . . . . . . . . . . . . . . . 12
Habendum. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Declaration of Trust. . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE I.
PARTICULAR COVENANTS OF THE COMPANY REGARDING
THE MORTGAGED PROPERTY
Section 1. Covenant against Encumbrances . . . . . . . . . . . . . . 14
Section 2. Covenant of Seizin. . . . . . . . . . . . . . . . . . . . 14
ARTICLE II.
COVENANTS OF THE COMPANY
Section 1. Warranty as to Default. . . . . . . . . . . . . . . . . . 14
Section 2. Existence and Authority . . . . . . . . . . . . . . . . . 15
ARTICLE III.
CONCERNING THE SERIES W BONDS
Section 1. Form, etc.. . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2. Limitations on Amount . . . . . . . . . . . . . . . . . . 17
Section 3. Execution . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Transferability, Exchangeability, etc.. . . . . . . . . . 18
Section 5. Redemption. . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE IV.
Amendment to the Indenture . . . . . . . . . . . . . . . . . . . . . 19
<PAGE>
PAGE
----
ARTICLE V
CONCERNING THE TRUSTEE
Acceptance of Trusts and Conditions Thereof. . . . . . . . . . . . . 21
(a) Identity of Trustee . . . . . . . . . . . . . . . . . . . . . 21
(b) Recitals by Company, not Trustee. . . . . . . . . . . . . . . 21
(c) Limit of Responsibility . . . . . . . . . . . . . . . . . . . 21
ARTICLE VI.
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE VII.
MISCELLANEOUS
Section 1. Supplemental to Original Indenture. . . . . . . . . . . . 22
Section 2. For Benefit of Parties and Bondholders Only . . . . . . . 22
Section 3. Date of Supplemental Indenture. . . . . . . . . . . . . . 22
Section 4. Original Counterparts . . . . . . . . . . . . . . . . . . 22
Section 5. Cover, Headings, etc. . . . . . . . . . . . . . . . . . . 22
TESTIMONIUM CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . 23
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SCHEDULE I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
RECORDING NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
<PAGE>
THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 1st day of
June, in the year one thousand nine hundred and ninety-five, between THE
NARRAGANSETT ELECTRIC COMPANY (hereinafter generally called the Company), a
corporation duly organized and existing under the laws of the State of Rhode
Island and having its principal place of business in Providence, Rhode Island,
and a mailing address of 280 Melrose Street, Providence, Rhode Island 02907,
and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK (successor by merger to Rhode
Island Hospital Trust Company), as Trustee under the Indenture hereinafter
referred to (said Rhode Island Hospital Trust National Bank or, as applied to
actions antedating the effective date of said merger, said Rhode Island
Hospital Trust Company, being hereinafter generally called the Trustee), a
national banking association duly incorporated and existing under the laws of
the United States of America, having its principal place of business and
address at One Hospital Trust Plaza, Providence, Rhode Island 02903, and duly
authorized to execute the trusts hereof.
WITNESSETH THAT:
WHEREAS, the Company heretofore executed and delivered to the Trustee a
First Mortgage Indenture and Deed of Trust (hereinafter singly generally
called the Original Indenture, and with this and all other indentures
supplemental thereto collectively called the Indenture), dated as of September
1, 1944, and recorded among other places in the records of land-evidence of
the City of Providence, R.I., Book 781, Page 1, to which this instrument is
supplemental pursuant to the terms thereof, whereby the Company has mortgaged,
conveyed, pledged, assigned and transferred to the Trustee all and singular
the property therein specified, whether owned at the time of the execution or
thereafter acquired by the Company, to secure its First Mortgage Bonds
(hereinafter generally called the Bonds) of an unlimited (except as therein
provided) permitted aggregate principal amount, to be issued in one or more
series as provided in the Original Indenture; and
WHEREAS, the Company has heretofore executed and delivered to the
Trustee Twenty-one Supplemental Indentures, viz.:
Supplemental Indenture Dated As Of
First Supplemental Indenture May 1, 1948
Second Supplemental Indenture March 1, 1952
Third Supplemental Indenture March 1, 1953
Fourth Supplemental Indenture March 1, 1956
Fifth Supplemental Indenture January 1, 1964
Sixth Supplemental Indenture February 1, 1968
Seventh Supplemental Indenture April 1, 1970
Eighth Supplemental Indenture March 1, 1972
Ninth Supplemental Indenture March 1, 1974
Tenth Supplemental Indenture August 1, 1974
Eleventh Supplemental Indenture March 1, 1975
Twelfth Supplemental Indenture August 1, 1980
Thirteenth Supplemental Indenture February 1, 1982
Fourteenth Supplemental Indenture January 1, 1984
Fifteenth Supplemental Indenture January 1, 1986
Sixteenth Supplemental Indenture June 1, 1986
Seventeenth Supplemental Indenture November 1, 1987
Eighteenth Supplemental Indenture May 1, 1991
Nineteenth Supplemental Indenture August 1, 1991
Twentieth Supplemental Indenture May 1, 1992
Twenty-First Supplemental Indenture October 1, 1993
(hereinafter referred to as the Prior Supplemental Indentures)
<PAGE>
each of which is supplemental to the Original Indenture, whereby the Company
has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all
and singular the property therein specified, whether owned at the time of the
execution of each of said Supplemental Indentures or thereafter acquired by
the Company, to secure its Bonds issued or to be issued in one or more series
as provided in the Original Indenture; and
WHEREAS, the Company under the Indenture has heretofore issued and has
outstanding as of the date hereof the following aggregate principal amounts of
its First Mortgage Bonds:
SERIES PERCENT DUE AMOUNT
------ ------- --- ------
S 9 1/8% 2021 $ 22,200,000
T 8 7/8% 2021 $ 40,000,000
U Various Various $100,000,000
V Various Various $ 43,000,000
(hereinafter referred to as the Outstanding Bonds); and
WHEREAS, Sections 4.07 and 4.17 of the Original Indenture and Articles
I, Sections 2 of the Prior Supplemental Indentures provide that the Company
will from time to time give further assurances to the Trustee, and will from
time to time subject to the lien of the Indenture all after-acquired property
included in the granting clauses of the Indenture, and Section 12.01 of the
Original Indenture provides, among other things, that the Company and the
Trustee from time to time may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of conveying,
mortgaging, pledging, assigning or transferring to the Trustee any other
property or properties to be held subject to the lien of the Indenture with
the same force and effect as if included in the granting clauses thereof; of
adding to the covenants and agreements of the Company such further covenants
and agreements as the Board of Directors of the Company shall consider to be
for the protection of the holders of the Bonds outstanding under the Indenture
and for the protection of the trust estate; and of providing for the issue of
Bonds of any series other than Series A and the forms and provisions of such
other series pursuant to the provisions in Section 2.02 of the Original
Indenture and not inconsistent with the provisions of the Indenture; and of
making such provisions, for the purpose of curing any ambiguity or in regard
to matters or questions arising under the Indenture, as may be necessary or
desirable and not inconsistent with the security and protection intended to be
conferred upon the Trustee and the Bondholders; and
WHEREAS, Section 3.04 of the Original Indenture makes provision for the
application by the Company, upon compliance with the applicable provisions of
the Indenture, for the certification and delivery of additional Bonds against
the retirement of Bonds bearing a higher interest rate, which have not been
bona fide sold, pledged or otherwise negotiated by the Company, and whereas
the parties hereto desire to amend the Indenture in order to add provisions,
not inconsistent with the security and protection intended for the protection
of the Bondholders, to clarify such provisions and to better provide for the
certification and delivery of additional Bonds based upon the retirement of
Unissued Bonds; and
WHEREAS, the Company desires pursuant to said provisions and as
hereinafter provided to convey, mortgage, pledge, assign and transfer to the
Trustee certain other properties hereinafter specified, to be held subject to
the lien of the Indenture; to add certain covenants and agreements; to make
such provision in regard to the Indenture as may be necessary or desirable and
not
<PAGE>
inconsistent with the security and protection intended to be conferred upon
the Trustee and the Bondholders; and to provide for the issue of an additional
series of Bonds under the Indenture and the forms and provisions thereof; and
WHEREAS, the Company desires to create and to issue from time to time
under and to secure by the Indenture a new series of its First Mortgage Bonds
(First Mortgage Bonds - Series W) (hereinafter generally called Series W Bonds
or Bonds of Series W) of unlimited (except as herein and in the Original
Indenture provided) permitted aggregate principal amount, the issue of
$50,000,000 of which and the execution and delivery of this Twenty-second
Supplemental Indenture having been duly approved, to the extent required by
law, by the Division of Public Utilities and Carriers of the State of Rhode
Island and by the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, and all things necessary to make such issue of
Series W Bonds, when executed by the Company and certified by the Trustee and
delivered as herein and in the Original Indenture provided, the legal, valid,
and binding obligations of the Company according to their tenor, and to make
this Supplemental Indenture a legal, valid, and binding instrument
supplemental to the Original Indenture, have in all respects been duly
authorized; and
WHEREAS, the Series W Bonds and the Trustee's certificate and the form
of endorsement thereon are to be substantially in the following form:
[Form of Series W Bonds]
[Face]
[IF APPLICABLE, INSERT - Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment is made to Cede & Co., any
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.]
REGISTERED REGISTERED
NUMBER $
CUSIP
THE NARRAGANSETT ELECTRIC COMPANY
A CORPORATION OF THE STATE OF
RHODE ISLAND
First Mortgage Bond - Series W
_____%, Due __________
Original Issue Date:__________
For value received, THE NARRAGANSETT ELECTRIC COMPANY, a corporation
duly organized and existing under the laws of the State of Rhode Island
(hereinafter, with its successors and assigns as defined in the Indenture
mentioned below, generally called the Company), hereby promises to pay to
___________________ or registered assigns, on __________, __________ (or
earlier as hereinafter referred to) the sum of ____________ DOLLARS
($ ) in lawful money of the United States of America, at the principal
office in Providence, Rhode Island, of Rhode Island Hospital Trust National
Bank (hereinafter, with its successors as defined in said Indenture, generally
called the Trustee), or at the principal office of its successor in the trusts
created by said Indenture, and in such other places,
<PAGE>
if any, as may be authorized for the purpose, and to pay interest thereon from
the original issue date specified above, if the date hereof is prior to
________, ________, or, if thereafter, from the first day of June or December,
as the case may be, next preceding the date hereof to which interest has been
paid or duly provided for (or from the date hereof if such date be either of
said days and interest has been paid or duly provided for to such date), at
the rate per annum specified in the title of this Bond, at said office of the
Trustee, semiannually, on the first days of June and December of each year
until payment of the principal hereof. Interest so payable, and punctually
paid or duly provided for, on the first day of June or December will be paid
to the person in whose name this Bond (or one or more Predecessor Bonds, as
defined in said Indenture) is registered at the close of business on the May
15 or November 15 (whether or not a business day) next preceding such first
day of June or December. However, any such interest installment that is not
punctually paid or duly provided for shall forthwith cease to be payable to
the registered owner on such May 15 or November 15, as the case may be, and
may be paid to the person in whose name this Bond (or one or more Predecessor
Bonds) is registered at the close of business on a special record date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof
shall be given to Bondholders not less than fifteen days prior to such special
record date, or may be paid, at any time and without prior notice to
Bondholders, to the person in whose name this Bond is registered at the close
of business on the day next preceding the date of such payment, or may be paid
at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the First Mortgage Bonds - Series W may at
the time be listed and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture. Interest payable at maturity
[IF APPLICABLE, INSERT - or upon earlier redemption] will be payable to the
person to whom the principal will be payable. At the option of the Company,
interest may be paid by check payable to the order of and mailed to the
address of the person entitled thereto as the name and address of such person
shall appear on registration books maintained pursuant to said Indenture.
Interest (including payments for partial periods) will be calculated on
the basis of a 360-day year of twelve 30-day months. Interest will not accrue
on the 31st day of any month.
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Bond shall not be valid or become obligatory for any purpose, or
be entitled to any security or benefit under the Indenture, until the
certificate hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, The Narragansett Electric Company has caused this
Bond to be executed, either manually or by facsimile, and its corporate seal
to be hereunto affixed, by its officers thereunto duly authorized, all as of
, .
THE NARRAGANSETT ELECTRIC COMPANY
By
(Vice) President
And by
(Assistant) Treasurer
<PAGE>
TRUSTEE'S CERTIFICATE
This is one of the Bonds of Series W referred to in the within
mentioned Indenture.
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK,
As Trustee
By
Authorized Officer
[Form of Series W Bond]
[Reverse]
THE NARRAGANSETT ELECTRIC COMPANY
First Mortgage Bond, Series W
____%, Due ______
Original Issue Date:__________
This Bond is one of a duly authorized issue of First Mortgage Bonds of
the Company, issued or to be issued in one or more series, the twenty-third
series of which this Bond is one being designated First Mortgage Bonds, Series
W unlimited (except as provided in said Indenture) in permitted aggregate
principal amount and all of said Bonds of all series and forms being issued or
to be issued under and secured by a First Mortgage Indenture and Deed of
Trust (herein, with all indentures stated to be supplemental thereto to which
the Trustee shall be a party, generally called the Indenture), dated as of
September 1, 1944, whereby the Company has mortgaged, conveyed, pledged,
assigned and transferred certain real estate and other property to the
Trustee, to which Indenture, an executed counterpart of which is on file with
the Trustee, reference is hereby made for a description of the property
mortgaged, conveyed, pledged, assigned and transferred to the Trustee, and for
a statement of the nature and extent of the security, the terms and conditions
upon which said Bonds are or are to be issued and secured, the rights and
remedies under the Indenture of the holders of all of said Bonds, and the
rights and obligations under the Indenture of the Company and of the Trustee;
but neither the foregoing reference to the Indenture, nor any provision of
this Bond or of the Indenture, shall affect or impair the obligation of the
Company, which is absolute, unconditional and unalterable, to pay, at the
stated or accelerated maturities herein provided, the principal of and
premium, if any, and interest on this Bond as herein provided.
On the conditions, in the manner, to the extent and with the effect
provided in the Indenture, with the written consent, filed with the Trustee,
of the Company and of holders of the percent provided in the Indenture in
principal amount of the Bonds at the time outstanding, certain modifications
or alterations of the Indenture may be made (provided, however, that no such
modification or alteration shall, among other things, as provided in the
Indenture, affect or impair the absolute and unconditional obligation of the
Company in respect of the principal of and premium (if any) and interest on
this Bond), and, without the consent of Bondholders, instruments supplemental
to the Indenture may be made for certain purposes as provided in the
Indenture.
In certain events, on the conditions, in the manner and with the effect
set forth in the Indenture, the principal of this Bond may be declared and/or
may become due and payable before the stated maturity hereof, together with
the interest accrued hereon. Interest on overdue installments of interest
shall be paid to the extent legally collectable at the rate of 6% per annum in
the manner
<PAGE>
set forth in the Indenture. In certain events, on the conditions and in the
manner set forth in the Indenture, interest on overdue principal shall be paid
at the rate of 6% per annum.
Payment of the principal of and/or premium (if any) on this Bond to the
registered owner (or his registered assigns) hereof and payment of the
interest on this Bond as hereinabove provided shall be a discharge of the
Company, the Trustee, and any paying agent in respect of such principal,
premium and/or interest, as the case may be, and said payee and every
successive owner and assignee of this Bond by accepting or holding the same,
consents and agrees to the foregoing provisions and each invites the others,
and all persons, to rely thereon.
The holders of the percent of the principal amount of the Bonds at the
time outstanding provided in the Indenture, may waive any existing default
under the Indenture and the consequences of any such default, except a default
in the payment of the principal of, premium, if any, or interest on any of the
Bonds, and except a default arising from the creation of any lien prior to or
on a parity with the lien of the Indenture.
Upon payment of charges and compliance with other conditions as
provided in the Indenture, the First Mortgage Bonds - Series W [IF APPLICABLE,
INSERT - not drawn for redemption] are interchangeable, at the principal
office of the Trustee and at such other offices or agencies of the Trustee or
of the Company as may be designated for the purpose, for like aggregate
principal amounts of Bonds of the same series and original issue date with
identical terms and provisions, in denominations of $1,000 or any integral
multiple thereof (provided, however, the Company shall not be required to make
transfers or exchanges during the 15 days preceding any interest payment date
and [IF APPLICABLE, INSERT - during any reasonable period which may be
necessary in connection with the selection by lot of Bonds to be redeemed]);
and, except as aforesaid, this Bond [IF APPLICABLE, INSERT -, if not drawn for
redemption,] is transferable on books to be kept by the Company at said office
of the Trustee and at such other offices or agencies, upon surrender and
cancellation hereof at any such office or agency, duly endorsed or accompanied
by a duly executed instrument of transfer, and thereupon a new Bond or Bonds
of the same series and original issue date with identical terms and
provisions, for a like aggregate principal amount will be issued to the
transferee or transferees in exchange for this Bond.
[IF APPLICABLE, INSERT - This Bond singly or together with all or less
than all other Bonds of the same series and original issue date, with
identical terms and provisions, or, if this Bond is for a principal amount
exceeding $1,000, any part of the principal amount hereof constituting said
sum or any integral multiple thereof, may be called for redemption at any
time, whether or not an interest payment date, upon prior notice given by a
mailing thereof to the respective registered owners of such Bonds not less
than thirty days prior to the redemption date [IF APPLICABLE, INSERT - (i) if
redemption is made at the option of the Company otherwise than out of the
improvement fund, at the respective general redemption prices, stated as
percentages of the principal amount thereof, set forth in Column A below, [IF
APPLICABLE, INSERT - provided however, that neither this Bond nor any portion
hereof shall be so redeemed prior to __________ 1, ____, if such redemption is
for the purpose or in anticipation of refunding such Bond, or any portion
thereof, through the use, directly or indirectly, of funds borrowed by the
Company at an effective interest cost to the Company (computed in accordance
with generally accepted financial practice) of less than ____% per annum,] and
(ii) if] through application of the improvement fund or eminent domain
provisions of the Indenture, at the special redemption prices, stated as
percentages of the principal amount thereof, set forth [IF APPLICABLE, INSERT
- - in Column B] below, viz.:
<PAGE>
IF REDEEMED AT COLUMN A COLUMN B
ANY TIME IN THE -------- --------
RESPECTIVE
TWELVE MONTHS' GENERAL SPECIAL
PERIOD BEGINNING REDEMPTION REDEMPTION
____________ 1 PRICES PRICES
IN EACH OF THE ------ ------
FOLLOWING YEARS:
- ----------------
[Table to be completed as provided in the Certificate as to Form.]
together in each case with accrued and unpaid interest to the date fixed for
redemption. [IF APPLICABLE, INSERT - , provided, however, that neither this
Bond nor any portion hereof shall be so redeemed prior to ,
.]
If provision has been duly made for notice of the redemption of this
Bond, or any such part hereof, and for payment as required in the Indenture,
thereafter this Bond, or such called part of the principal amount hereof,
shall cease to be entitled to any benefit, lien or security under the
Indenture; no interest shall accrue on this Bond, or such called part hereof,
on or after the date fixed for redemption; and, if less than the whole
principal amount hereof shall be so called, the registered owner (or
registered assigns) hereof shall be entitled, in addition to the sums payable
on account of the part called, to receive, without expense to such owner (or
such assigns), on surrender hereof, with a proper instrument of transfer, and
upon cancellation hereof, one or more First Mortgage Bonds - Series W, of the
same original issue date and identical terms and provisions, in fully
registered form, for an aggregate principal amount equal to that part of the
principal amount hereof not then called and paid.]
No recourse shall be had against any promoter, incorporator or any
past, present or future stockholder, director or officer of the Company by
virtue of any past, present or future constitution, statute (including charter
provisions) or rule of law or equity, or by the enforcement of any assessment
or penalty, or by any legal or equitable proceeding, or otherwise, for the
payment of the principal of or interest on this Bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture; this Bond and the
Indenture being each a corporate obligation only, and all individual liability
of whatsoever kind or nature of, and all rights and claims against, such
promoters, incorporators, stockholders, directors and officers founded in any
way, directly or indirectly, upon the Indenture, or this Bond, or growing out
of the indebtedness hereby evidenced, are expressly waived and released by the
acceptance of this Bond by each holder hereof and as a condition of and a part
of the consideration for the issue hereof and the execution and delivery of
the Indenture, and by the provisions thereof, all subject to the limitations
and provisions of the Indenture; provided, however, that nothing herein or in
the Indenture contained shall be taken to prevent recourse to and the
enforcement of liability, if any, of any shareholder or any stockholder or
subscriber to capital stock upon or in respect of shares of capital stock not
fully paid.
[End of Form of Bond]
AND WHEREAS, all things necessary to make the initial issue of the
Series W Bonds, when executed by the Company and certified by the Trustee, and
delivered, all as in the Indenture provided, the valid, legal and binding
<PAGE>
obligations of the Company according to their tenor, and this Twenty-Second
Supplemental Indenture a valid, legal and binding instrument supplemental to
and confirmatory of the Original Indenture enforceable in accordance with its
terms for the uses and purposes herein set forth, have been in all respects
duly authorized:
NOW, THEREFORE, in consideration of the premises and of the sum of $10
duly paid to the Company by the Trustee, and of other good and valuable
considerations, receipt whereof upon the ensealing and delivery of this
Twenty-Second Supplemental Indenture the Company hereby acknowledges, and for
the purpose of confirming the Original Indenture and the Prior Supplemental
Indentures, and as an indenture hereby expressly stated to be supplemental to
the Original Indenture, and, except as herein otherwise provided, in order to
secure equally the pro rata payment of both the principal of and the interest
on all of the Bonds at any time certified, issued and outstanding under the
Indenture, according to their tenor, purport and effect and the provisions of
the Indenture, and to secure the faithful performance and observance of all
the covenants, obligations, conditions and provisions therein and in the
Indenture contained, and in order to provide for the form, provisions and
issue of the Series W Bonds, and to declare further the terms and conditions
upon which the Bonds are to be secured, certified, issued, delivered,
transferred and exchanged, and upon which the trusts hereof are to be
administered by the Trustee, and upon which the Mortgaged Property is to be
held and disposed of, all as hereinafter provided,
THE COMPANY does hereby confirm the pledge, mortgage, conveyance,
assignment and transfer of the property set forth and described in the
Original Indenture and the Prior Supplemental Indentures, except such
properties or interests therein as may have been released by the Trustee or
sold or disposed of in whole or in part as permitted by the provisions of the
Original Indenture and the Prior Supplemental Indentures, or as were
specifically reserved, excepted and excluded by the Original Indenture and the
Prior Supplemental Indentures; and has given, granted, bargained, sold,
warranted, pledged, assigned, transferred, mortgaged and conveyed, and by
these presents does give, grant, bargain, sell, warrant, pledge, assign,
transfer, mortgage and convey, unto the Trustee, and its successors in the
trusts of the Indenture, and its and their assigns, upon and for the trusts
thereby and hereby established and confirmed, all and singular the following
described land and personal properties, franchises, rights and privileges
acquired by the Company since the execution and delivery of the Twenty-first
Supplemental Indenture or to be acquired by the Company hereafter as by the
terms of the Original Indenture and the Prior Supplemental Indentures or by
reason of being affixed to the freehold described in the Original Indenture
and the Prior Supplemental Indentures, or for any other reason whatsoever are
subject to or to be subjected to the lien of the Original Indenture and the
Prior Supplemental Indentures, including, but without in any way limiting the
generality of the foregoing, all the right, title and interest of the Company
in and to the property and interests in property, with the buildings thereon
and the appurtenances thereto particularly described in Schedule I hereto
attached and hereby made a part hereof as fully as if repeated herein at
length (all of the foregoing, with all other property, and rights and
interests in property, intended to be hereby or by the Original Indenture and
the Prior Supplemental Indentures conveyed, mortgaged, pledged, assigned and
transferred, or at any time conveyed, mortgaged, pledged, assigned,
transferred or delivered, and all proceeds of any of the foregoing at any time
conveyed, mortgaged, pledged, assigned, transferred, and/or delivered, to and
from time to time held by the Trustee upon the trusts hereof and of the
Original Indenture and the Prior Supplemental Indentures, being herein
generally called, collectively, the Mortgaged Property):
<PAGE>
FIRST.
REAL ESTATE AND RIGHTS AND INTERESTS IN REAL ESTATE.
Subject to the exceptions and reservations hereinafter set forth all
the real estate, rights and interests in real estate, lands, buildings,
structures, rights and interests in lands, easements, leases of land and every
right appurtenant thereto, franchises, rights of way, rights to construct,
maintain and operate overhead and underground systems for the generation,
distribution and transmission of electric current or other agencies for the
supplying of light, heat and power, transmission, service and distribution
lines and systems, and all releases of damages, water, flowage and riparian
and shore rights, now owned by the Company, including, without limitation, all
property particularly described in Schedule I hereto attached and hereby made
a part hereof as fully as if repeated herein at length.
SECOND.
PROPERTY HEREAFTER CONVEYED, ETC.
Any and all cash, stocks, shares, bonds, notes, securities or other
property which at any time hereafter, by delivery or writing of any kind for
the purposes hereof, may, at the option of the Company, be expressly conveyed,
mortgaged, pledged, delivered, assigned or transferred to or deposited with
the Trustee hereunder by the Company or by a successor corporation, or with
its consent by any one on its behalf, as and for any additional security for
the Bonds issued and to be issued hereunder, the Trustee being authorized at
any and all times to receive such conveyance, mortgage, pledge, delivery,
assignment, transfer or deposit and to hold and apply any and all such cash,
stock, shares, bonds, notes, securities or other property subject to all the
provisions hereof and/or of such writing.
THIRD.
MISCELLANEOUS PROPERTY.
All other, if any, lands, easements, leases of land and every right
appurtenant thereto, rights of way, rights to construct, maintain and operate
overhead and underground systems for the distribution and transmission of
electric current or other agencies for the supplying of light, heat and power,
all releases of damages, water, flowage and riparian and shore rights, dams,
wharves, tracks, switches, terminal facilities and other interests in lands,
including (without in any wise limiting or impairing by the enumeration of the
same the generality, scope and intent of the foregoing or of any general
description contained in this Twenty-second Supplemental Indenture) buildings,
electric generating, light, heat and power, and gas, ice and refrigerating,
plants and systems, transmission, service and distribution lines and systems
and steam heating plants and systems, water and/or water works, plants and
systems, manufactories, power houses, stations, substations, pipe lines,
pipes, mains, conduits, towers, tunnels, subways, bridges, poles, wires,
cables, fittings, connections and all other structures, machinery, engines,
boilers, pumps, valves, pipings, connections, dynamos, meters, transformers,
generators, motors, storage batteries, electrical and mechanical machinery,
appliances, equipment and appurtenances of every description and character,
tools, implements, wagons, fixtures, appliances, appurtenances, accessories,
and all other physical assets and all rights, grants, privileges, leases and
leasehold interests, licenses, permits, locations, consents, franchises,
grants and immunities, and all rights to compensation upon the termination in
any manner of any of the same, and any and all interest in property of the
character included in this Division Third, whether now owned by the Company or
at any time hereafter acquired.
<PAGE>
TOGETHER WITH all the Company's now-existing or hereafter-acquired
right, title and interest in and to any and all physical property of the
Company, now or hereafter subject to any prior mortgage, pledge, charge and/or
other encumbrance or lien, and the cash and/or other proceeds therefrom, to
the extent that such property, cash and/or proceeds shall not be otherwise
held and/or applied pursuant to the requirements of any such mortgage, pledge,
charge and/or other encumbrance or lien.
AND TOGETHER WITH all and singular the now-existing and
hereafter-acquired rights, privileges, tenements, hereditaments and
appurtenances belonging or in any wise appertaining in and to the aforesaid
property or any part thereof, and the reversion and reversions, remainder and
remainders and, subject to the provisions of Section 6.01 of the Original
Indenture, all tolls, rents, revenues, earnings, interest, dividends,
royalties, issues, income and profits thereof, and all the estate, right,
title, interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire, in and to all and every part and
parcel of the foregoing, it being the intention to include herein and to
subject to the lien hereof all land, interest in land, real estate, physical
assets and franchises whether now owned by the Company or which it may
hereafter acquire and wherever situated, as if the same were now owned by the
Company and were specifically described and conveyed hereby except as
hereinafter specified.
RESERVATIONS AND EXCEPTIONS.
SUBJECT, HOWEVER, as to all property, and rights and interests in and
to property, of any character hereinbefore described, in so far as affected
thereby, to any mortgages or other encumbrances or liens on such property
constituting permitted liens as in the Original Indenture defined;
AND SUBJECT FURTHER as to the property in Divisions First and Third
above described, insofar as affected thereby, to the liens, encumbrances,
reservations, restrictions, conditions, limitations, covenants, interests and
exceptions, if any, set forth or referred to in the descriptions thereof
hereinbefore and in said Schedule I contained, none of which substantially
interferes with the free use and enjoyment by the Company of the property and
rights hereinbefore described for the general purposes and uses of the
Company's business;
AND SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from this
instrument, and from the grant, conveyance, mortgage, transfer and assignment
herein contained,
(a) all property expressly excepted in the Original Indenture, the
Prior Supplemental Indentures and herein and in schedules of property thereto
and hereto;
(b) all property, permits, licenses, franchises and rights, whether
now owned or hereafter acquired by the Company, which are intended to be
hereby granted, conveyed, mortgaged, assigned and transferred, but which can
not be so granted, conveyed, mortgaged, assigned or transferred without the
consent of other parties whose consent is not secured, or without subjecting
the Trustee to a liability not otherwise contemplated by the provisions of the
Indenture, or which otherwise may not be, or are not, hereby lawfully and/or
effectively granted, conveyed, mortgaged, assigned and transferred by the
Company;
(c) the last day of the term of each leasehold estate (oral or
written, and/or any agreement therefor) now or hereafter enjoyed by the
Company, and whether falling within a general or particular description of
property herein; and
<PAGE>
(d) all the Company's present and future fuel, automobiles, automotive
equipment, merchandise held for sale, cash on hand or in bank, furniture,
office equipment, books, choses in action, contracts, shares of stock, bonds
and other securities, documents and accounts and bills receivable (except
proceeds of the Mortgaged Property, and insurance and other monies, and
purchase money obligations, required by the provisions of the Original
Indenture and hereof to be paid to or deposited with the Trustee), and
materials, stores, supplies and other personal property which are consumable
(otherwise than by ordinary wear and tear) in their use in the operation of
the plants or systems of the Company.
TO HAVE AND TO HOLD the Mortgaged Property, with all of the privileges
and appurtenances thereunto belonging (but subject to the foregoing specified
exceptions and reservations) unto the Trustee, its successors in the trusts of
the Indenture, and its and their assigns, to its and their own use, forever;
BUT IN TRUST NEVERTHELESS for the equal pro rata benefit, security and
protection (except as provided in the Indenture, and except insofar as a
sinking or analogous fund or funds, established in accordance with the
provisions of the Indenture, may afford particular security for Bonds of one
or more series, and except independent security as provided in Section 2.02 of
the Original Indenture) of the bearers and the registered owners of the Bonds
from time to time certified, issued and outstanding under the Indenture, and
the bearers of the coupons thereunto belonging, without (except as aforesaid)
any preference, priority or distinction whatever of any one Bond over any
other Bond by reason of priority in the issue, sale or negotiation thereof, or
otherwise.
The Company hereby declares that it holds and will hold and apply all
property described in the foregoing clauses (b) and (c) as specifically
reserved and excepted, upon the trusts in the Indenture set forth and as the
Trustee (or any purchaser thereof upon any sale thereof under the Indenture)
shall for such purpose direct from time to time, to the fullest extent
permitted by law or in equity, as fully as if the same could be and had been
hereby granted, conveyed, mortgaged, assigned and transferred to and vested in
the Trustee.
In addition to and in confirmation and performance of the covenants,
declarations, agreements, conditions and provisions of the Original Indenture
and the Prior Supplemental Indentures, it is hereby further covenanted,
declared and agreed, upon the trusts and for the purposes aforesaid, that the
trusts, terms and conditions, upon which the Mortgaged Property hereby
granted, mortgaged, conveyed, assigned and transferred or intended so to be is
to be held and disposed of, are as set forth in the Original Indenture and the
Prior Supplemental Indentures and in the following covenants, agreements,
conditions and provisions, viz.:
ARTICLE I.
PARTICULAR COVENANTS OF THE COMPANY REGARDING THE
MORTGAGED PROPERTY.
The Company covenants and agrees, in particular, but without limiting
other covenants and provisions hereof, or of the Original Indenture and the
Prior Supplemental Indentures, as hereinafter in this Article set forth,
namely:
SECTION 1. The Mortgaged Property specifically described in the
granting clauses of this Twenty-second Supplemental Indenture, including
Schedule I hereof, is now wholly free from and unencumbered by any defect,
mortgage, pledge, charge or other encumbrance or lien, of any kind, superior
to or on a parity with the lien of the Indenture, except only taxes for the
current year not yet due, permitted liens and those encumbrances, if any,
referred to in said granting
<PAGE>
clauses and Schedule I hereof; and the Company will duly and punctually
remove, perform, pay and discharge, or if it contests, will stay (and
indemnify the Trustee from time to time to the satisfaction of the Trustee
against) the enforcement of, all obligations and claims arising or to arise
out of or in connection with each and all thereof. The Company will not
create or suffer any other mortgage, pledge, charge or material encumbrance or
lien, of any kind, superior to or on a parity with the lien of the Indenture,
upon the Mortgaged Property, or any part thereof, now owned or hereafter
acquired, except only such as are permitted under the provisions of Section
4.16 of the Original Indenture.
SECTION 2. The Company is lawfully seized in fee simple of the real
estate, and owns outright and is lawfully possessed in its own right,
absolutely and unconditionally, of the property and rights, constituting the
Mortgaged Property specifically described in the granting clauses of this
Twenty-second Supplemental Indenture, including Schedule I hereof, and has
good title to, and full power and authority to sell, transfer, assign,
mortgage, pledge and convey the property, rights and interests hereby
presently sold, transferred, assigned, mortgaged, pledged and conveyed or
purported or intended so to be, all subject only to taxes not yet due, to
those liens, encumbrances and defects, if any, referred to in the granting
clauses and said Schedule I hereof; and the Company will warrant and defend
the title to the Mortgaged Property, and every part thereof (subject as
aforesaid), to the Trustee, against all claims and demands whatsoever of any
person and all persons claiming or to claim the same or any interest therein,
subject only as aforesaid and to mortgages, encumbrances and liens on
after-acquired property to the extent permitted by Section 4.16 of the
Original Indenture. The Company will keep this Twenty-second Supplemental
Indenture at all times properly filed and recorded, and refiled and
rerecorded, in such manner and in such places, and will do such other acts, as
may be necessary or desirable to establish and maintain the superior lien of
the Indenture upon the Mortgaged Property, and for the proper protection of
the Trustee and the Bondholders. The Company will also from time to time
subject to the lien of the Indenture all of its hereafter-acquired property
which is included in the granting clauses hereof or which the Company is
required by any of the provisions of the Indenture to subject to the lien
thereof.
ARTICLE II.
COVENANTS OF THE COMPANY.
SECTION 1. The Company warrants that at the date of the execution and
delivery of this Twenty-second Supplemental Indenture the Company is not in
default in any respect under any of the provisions of the Original Indenture,
of the Prior Supplemental Indentures or of the Outstanding Bonds, and
covenants that it will perform and fulfill all the terms, covenants and
conditions of the Indenture to be performed and fulfilled by the Company.
SECTION 2. The Company is duly organized and existing under the laws
of the State of Rhode Island, and is duly authorized under all applicable
provisions of law to create and issue the Series W Bonds and to execute this
Twenty-second Supplemental Indenture, and all corporate action on its part for
the creation and issue of the Series W Bonds as herein provided, and for the
execution and delivery of this Twenty-second Supplemental Indenture, has been
duly and effectively taken. The Series W Bonds in the hands of the holders
thereof, and this Twenty-second Supplemental Indenture, are and will be,
respectively, valid and enforceable obligations of the Company in accordance
with the provisions thereof and hereof.
<PAGE>
ARTICLE III.
CONCERNING THE SERIES W BONDS.
In addition to the provisions of the Original Indenture applicable by
their terms, the following provisions (pursuant particularly to the provisions
of Section 12.01(e) of the Original Indenture) relating to the forms and
provisions of the Series W Bonds are hereby established as follows:
SECTION 1. The Series W Bonds shall be issued from time to time upon
delivery to the Trustee of a certificate as to form signed by an officer of
the Company setting forth the matter described below.
Each issue of the Series W Bonds shall be designated in such manner as
to distinguish it from all other issues. Bonds of each issue shall be
identical to other Bonds of such issue in tenor and effect. The certificates
as to form shall designate, within such limits as may be from time to time
established by a directors' resolution, the designation and amount of the
issue, the date of maturity (which date shall not be more than thirty years
from the date on which Bonds of that issue were first certified and
delivered), the interest rate, the provisions for call and redemption, if any,
including any premium or premiums payable thereon.
The permanent Series W Bonds shall be lithographed on steel engraved
tints or, (i) if so authorized by the certificate as to form, engraved either
fully or partially in such manner as to meet the listing requirements of any
securities exchange on which the Series W Bonds may at the time be listed, or
(ii) if so authorized by the certificate as to form, printed, photocopied, or
otherwise reproduced in such manner as to meet the requirements of a
depository with which the Series W Bonds may be placed.
The Series W Bonds shall consist of fully registered Bonds without
coupons in denominations of $1,000 and any integral multiples thereof,
authorized by a certificate as to form, with distinguishing letters and/or
numbers as may be determined by a certificate as to form, and all as approved
by the Trustee. The permanent Series W Bonds, Trustee's certificate and the
form of endorsement shall be substantially in the forms hereinbefore set
forth, with appropriate insertions, omissions and variations approved by the
Trustee for the different issues and denominations.
The certificate as to form may also provide that ownership of all or
any issue of Series W Bonds shall be evidenced by one or more certificates
placed with a depository. If, after the initial issue of Series W Bonds which
had been placed with a depository, the depository no longer holds such issue
of the Series W Bonds, the Company may determine that ownership of such Series
W Bonds shall be evidenced in the usual certificated form. No provision of
the certificate as to form with respect to matters referred to in this
paragraph shall be made applicable to the holder of a Bond or Bonds of Series
W, the original issue date of which is prior to the date of the certificate as
to form, except at the option of such holder.
The principal of and the premium (if any) and interest on the Series W
Bonds shall be payable at the principal office in Providence, Rhode Island, of
the Trustee, or at the principal office of its successor in the trusts created
by the Indenture, or in such other places, if any, as may be authorized for
the purpose. At the option of the Company, such interest may be paid by check
payable to the order of, and mailed to the address of, the person entitled
thereto, as the name and address of such person shall appear on the bond
register maintained pursuant to the Indenture. The interest installment on
any Series W Bond which is payable, and is punctually paid or duly provided
for, on any first of June or December shall be paid to the person in whose
name that Bond (or one
<PAGE>
or more Predecessor Bonds) is registered at the close of business on the
relevant regular record date, namely, the May 15 or November 15 (whether or
not a business day) next preceding. However, any interest installment on any
Series W Bond which is payable, but is not punctually paid or duly provided
for (in whole or in part), on any first of June or December (herein called
Defaulted Interest) shall forthwith cease to be payable to the registered
owner on the relevant regular record date; and such Defaulted Interest may be
paid by the Company, at its election in each case, in either of the ways
provided in Clause (1) or Clause (2) below:
(1) The Company may elect to make payment of any Defaulted Interest
to the persons in whose names the Series W Bonds (or their respective
Predecessor Bonds) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be
fixed in the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Series W Bond and the date of the proposed payment which shall be not
less than forty-five days after the receipt by the Trustee of such
notice of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest, or
shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the persons entitled to such
Defaulted Interest as in this Clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted
Interest which shall be not more than fifteen but not less than five
days prior to the date of the proposed payment. The Trustee shall
promptly notify the Company of such special record date, and in the
name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, postage prepaid, to each owner of Series W
Bonds, at his address on the transfer registry, not less than fifteen
days prior to such special record date. The Trustee may, in its
discretion, in the name and at the expense of the Company, cause a
similar notice to be published at least once in a newspaper or
newspapers printed in the English language, customarily published on
each business day, of general circulation in each city or place where
interest is payable, but such publication shall not be a condition
precedent to the establishment of such special record date. Notice of
the proposed payment of such Defaulted Interest and the special record
date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the persons in whose names the Series W Bonds (or
their respective Predecessor Bonds) are registered on such special
record date and shall no longer be payable pursuant to the following
Clause (2).
(2) The Company may elect to make payment of any Defaulted Interest,
at any time and without prior notice to Bondholders, to the persons in
whose names the Series W Bonds are registered at the close of business
on the day preceding the date of payment, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this Clause,
such payment shall be deemed practicable by the Trustee.
As used herein "Predecessor Bonds" of any particular Bond means every
previous Bond evidencing all or a portion of the same debt as that evidenced
by such particular Bond; and, for the purposes of this definition, any Bond
certified and delivered in lieu of a destroyed or lost Bond shall be deemed to
evidence the same debt as the destroyed or lost Bond.
Subject to the foregoing provisions of this Section, each Series W Bond
delivered under the Indenture upon transfer of or exchange for or in lieu of
any
<PAGE>
other Series W Bond of the same original issue date and identical terms and
provisions shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Series W Bond of the same original
issue date.
SECTION 2. The permitted aggregate principal amount of the Series W
Bonds which may be executed by the Company and certified by the Trustee shall
not be limited, except as otherwise provided in Article 3 of and elsewhere, in
the Original Indenture, and except that the aggregate principal amount of
Bonds certified, delivered or outstanding at any time shall never in any event
exceed the amount at that time permitted by law.
SECTION 3. All of the Series W Bonds shall be executed, in the name
and on behalf of the Company and under its corporate seal impressed or
imprinted thereon, by its president or one of its vice-presidents, and by its
treasurer or one of its assistant treasurers. The signature of any or all of
these officers on the Series W Bonds may be either manual or facsimile. In
case any officer of the Company who shall have signed or sealed any of the
Series W Bonds shall not have been such officer on the date borne by the
Bonds, or shall cease to be such officer before the Bond so signed or sealed
shall have been actually certified and/or delivered, such Bonds, nevertheless,
by presentation to the Trustee for certification, or by delivery, shall be
adopted by the Company and may be certified and delivered as herein provided,
and thereupon shall be issued hereunder and shall be as binding upon the
Company as though the person who signed or sealed such Bonds had been such
officer of the Company on the date borne by the Bonds and on the date of
certification and delivery.
SECTION 4. The Series W Bonds shall be transferable, shall be
exchangeable for other fully registered Series W Bonds of the same original
issue date and identical terms and provisions, and may be presented for
payment, transfer and exchange, and notices and demands in respect of Series W
Bonds may be served or made, and the Series W Bonds may bear such endorsements
or legends in respect of any or all of the foregoing matters or otherwise, all
upon the payment of applicable charges and upon and subject to the applicable
conditions and provisions of the Original Indenture in respect of the Bonds
and/or of the Series A Bonds, all of which conditions and provisions mutatis
mutandis are hereby adopted and made applicable in respect of the Series W
Bonds as fully as if set forth herein at length; provided, however, that, with
respect to the Series W Bonds, the last three paragraphs of Section 2.06(b) of
the Original Indenture shall not be applicable; and provided, further, that
the owner of any Series W Bond shall be entitled to transfer or exchange such
Bond without charge (except for any stamp tax or other governmental charge
incident thereto); and provided, further, that the Company shall not be
required (i) to issue, transfer or exchange any Series W Bond during a period
beginning at the opening of business fifteen days before the day of the
mailing of a notice of redemption of Series W Bonds selected for redemption
and ending at the close of business on the day of such mailing, or (ii) to
transfer or exchange any Series W Bond so selected for redemption in whole or
in part.
SECTION 5. The certificate as to form, as to an issue of Series W
Bonds shall provide whether such Series W Bonds may be called, as a whole or
in part, or whether any part of the principal amount constituting $1,000 or
any integral multiple thereof, may be called, at the option of the Company
under the improvement fund provisions of Section 5.06 of the Original
Indenture, for redemption, in all cases at any time, whether or not an
interest payment date, upon not less than thirty days prior notice given as
hereinafter provided, at the applicable redemption price, together in each
case with accrued and unpaid interest to the redemption date; provided,
however, the certificate as to form, as to any issue of Series W Bonds, may
provide that none of such Bonds shall be so called, whether for a period of
years or at any time, from the date such Bonds were first certified and
delivered, as set forth in the certificate. The applicable redemption price
shall be as set forth in the certificate as to form.
The certificate as to form, as to any issue of Series W Bonds, may
provide that none of such Series W Bonds shall be redeemed prior to a stated
date at general redemption prices if such redemption is for the purpose or in
anticipation of refunding such Bonds, or any part thereof, through the use,
directly or indirectly, of funds borrowed by the Company at an effective
interest cost to the Company (computed in accordance with generally accepted
financial
<PAGE>
practices) of less than the effective interest cost to the Company of the
such Bonds.
Notice of such redemption shall be given, money for such redemption
shall be deposited with and held and applied by the Trustee, and such
redemption shall be carried out, all at the times, on the publication of
notice, in the manner, on the conditions and with the effect and pursuant to
the provisions specified in Section 5.02 (so far as applicable to the
redemption of Bonds other than Series A Bonds) and Sections 5.03 and 5.04 of
the Original Indenture; provided, however, that "published notice" with
respect to any redemption of the Series W Bonds need not be given but a
similar notice shall be mailed, postage prepaid, at least thirty days prior to
any redemption date of the Series W Bonds, to each owner of the Bonds to be
redeemed, at his address on the transfer registry; as a convenience but not as
a condition precedent to a redemption, the Trustee may, in its discretion, in
the name and at the expense of the Company, cause a similar notice of
redemption to be published at least once in a newspaper or newspapers printed
in the English language, customarily published on each business day and of
general circulation in each city or place where the principal of the called
Bond is payable; and, provided, further, that, in case the Company shall have
elected to redeem less than all of an issue of outstanding Series W Bonds it
shall, in each instance, at least fifteen days before the date upon which
mailing of the notice of redemption herein mentioned is required to be made,
notify the Trustee in writing of such election and of the aggregate principal
amount of Series W Bonds to be redeemed and the original issue date or dates
of the Series W Bonds from which redemption is to be made, and the Trustee
shall thereupon select the Bonds to be redeemed from the outstanding Series W
Bonds of the appropriate issue or issues not previously called for redemption,
by such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal of Bonds
of denominations larger than $1,000, the portions of the principal of the
Bonds so selected for partial redemption to equal $1,000 or an integral
multiple thereof (provided, however, no remaining part of such bond shall be
less than $1,000), and within ten days after receiving the aforesaid notice
shall notify the Company in writing of the Bonds selected for redemption and,
in the case of any Bond selected for partial redemption, the principal amount
thereof to be redeemed; and provided, further, that in case the Company shall
have elected to redeem less than all of an issue of the outstanding Series W
Bonds, the notice of redemption shall state, among other things, the
identification (by numbers, groups of numbers ending in the same digit, or
series of digits, or otherwise) and, in case of partial redemption of Bonds of
denominations larger than $1,000, the respective principal amounts of the
Bonds to be redeemed. Installments of interest on any Series W Bond maturing
on or prior to the redemption date of such Bond shall continue to be payable
as provided in Section 1 of this Article III.
ARTICLE IV.
AMENDMENT TO THE INDENTURE
The Original Indenture, as previously amended, is hereby further
amended as set forth below.
There is hereby added to Article 3 section 3.02 of the Original
Indenture two new paragraphs at the conclusion of section 3.02 reading as
follows:
"The Company may, from time to time, and upon furnishing the
Trustee with the documents set forth in this section and in
section 3.03, direct the Trustee in writing to acknowledge on its
books the right of the Company to request the certification and
delivery of Bonds pursuant to section 3.04 up to the aggregate
principal amount set forth in such direction. Such rights are
hereinafter called "Unissued Bonds." Any additional property
used as the basis for the acknowledgment of the Unissued Bonds
shall be deemed funded for the purposes of any certificate
required under any section of this Indenture, and such Unissued
Bonds shall be deemed to be Bonds outstanding hereunder for the
purposes of this section, section 3.03 and section 3.04
(including any application or certificate required hereby or
thereby) in the principal amounts and having the interest rates
and maturity dates as set forth in the written application
therefor but shall not have any voting rights or be deemed to be
Bonds outstanding hereunder for any other purpose.
<PAGE>
The Trustee, upon being furnished by the Company with an officers'
certificate surrendering the Unissued Bonds, shall acknowledge upon its books
the cancellation of said Unissued Bonds. Any canceled Unissued Bonds not used
theretofore against the issuance of Bonds pursuant to section 3.04 shall
thereafter be treated as though they had never been outstanding.
The authorizing directors' resolutions and forms required by
paragraph (a) of this section 3.02 and the authorizations and
forms in the documents required by paragraphs (b), (e), and (f)
of this section as applicable to Unissued Bonds shall be
considered subsumed in the authorizations and forms for the Bonds
to be ultimately issued pursuant to section 3.04. The opinion
required pursuant to paragraph (d) of this section shall be
appropriately modified to reflect the use of the Unissued Bonds
as herein provided."
Section 3.03 of Article 3 of the Original Indenture is hereby amended
by adding in the 1st line after "and delivered" the following:
"and Unissued Bonds may be acknowledged by the Trustee."
There is added to Article 3 section 3.04 of the Original Indenture two
new paragraphs at the conclusion of section 3.04 reading as follows:
"References herein to the certification and delivery of Bonds
to the aggregate amount of Bonds which shall have been retired
and which are unfunded shall be considered to include the
aggregate amount of Unissued Bonds which the Trustee has
acknowledged pursuant to section 3.02 and section 3.03 and which
are unfunded and not otherwise cancelled. Such Unissued Bonds
shall be deemed to be funded to the extent that they have been
used as the basis for the certification and delivery of Bonds
pursuant to this section.
Any application of the Company for the authentication and
delivery of Bonds pursuant to this section against "Unissued
Bonds" created in accordance with section 3.02 shall be
accompanied by an officers' certificate stating that retirements
since September 1, 1944, were not greater than the amount payable
as an improvement fund since September 1, 1944, and, unless there
has been filed a net earnings certificate including the interest
charges on the Unissued Bonds within the calendar year preceding
the date of the application, shall be accompanied by a net
earnings certificate satisfying the requirement of paragraph (d)
of section 3.03 as far as applicable."
ARTICLE V.
CONCERNING THE TRUSTEE.
The Trustee accepts and agrees to execute the trusts, powers, rights
and duties of the Trustee under this Twenty-second Supplemental Indenture upon
and only upon and subject to the terms and conditions of this Twenty-second
Supplemental Indenture and the terms and conditions of the Original Indenture
relating to the Trustee thereunder, all of which the Company and the holders
of the Series W Bonds, by the issue, acceptance and holding of said Bonds,
agree are applicable to the Trustee hereunder, expressly including, but
without limiting the foregoing, or other provisions of the Indenture and
hereof protecting the Trustee, and without limiting or affecting any right,
power or discretion of the Trustee thereunder or hereunder, or otherwise
existing, the following:
(a) The Trustee for the time being under the Original Indenture
shall ex officio be the Trustee under this Twenty-second Supplemental
Indenture. The word "Trustee" wherever used herein shall be taken to
apply to the Trustee for the time being under the Original Indenture
and hereunder.
<PAGE>
(b) The recitals of fact contained herein and in the Series W
Bonds (except only the certificate upon said Bonds that they are
issued under the Indenture) shall be taken as the statements of the
Company and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to
the value of the mortgaged and pledged property or any part thereof,
or as to the title of the Company
<PAGE>
thereto, or as to the validity or adequacy of the security afforded thereby
and hereby, or as to the validity of this Twenty-second Supplemental Indenture
or of the Series W Bonds issued hereunder.
(c) The Trustee in respect of all provisions hereof, of all moneys
held by it hereunder, of all property herein embraced and of all action
or omission to act hereunder and/or under or relating to the Series W
Bonds (i) shall be held to no responsibility or liability hereunder in
any way greater than the responsibility or liability to which the
Trustee under the Original Indenture is held thereunder and (ii) shall
be entitled to, may exercise and shall be protected by (to the full
extent that the same are applicable) all estate, rights, powers,
conditions, duties, privileges, immunities, exemptions, authorities,
protection and provisions set forth in Article 10 of the Original
Indenture as applying to the Trustee thereunder, all of which mutatis
mutandis are hereby adopted and made applicable in respect of such
provisions hereof, moneys held hereunder, property herein embraced and
action or omission to act hereunder as fully as if the provisions
concerning the same were set forth herein at length.
ARTICLE VI.
DEFEASANCE.
All the property hereby mortgaged and pledged or intended so to be
shall revert to the Company and the estate, right, title and interest of the
Trustee in respect thereof shall cease, determine and become void and the
Trustee shall execute to the Company or its order proper instruments
acknowledging satisfaction of this Twenty-second Supplemental Indenture and
surrendering to the Company or its order all cash and deposited securities, if
any, which shall then be held hereunder in the manner and with the effect
provided in Article 15 of the Original Indenture, but only upon the discharge
of the Original Indenture by the Trustee thereunder pursuant to the provisions
thereof.
ARTICLE VII.
MISCELLANEOUS.
SECTION 1. This Twenty-second Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Original Indenture and
as provided in the Original Indenture this Twenty-second Supplemental
Indenture forms a part thereof and, except as herein expressly otherwise
defined, the use of terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture.
Pursuant to Section 12.01 of the Original Indenture, it is hereby stipulated
that the Trustee shall not be taken impliedly to waive hereby any right it
would otherwise have.
SECTION 2. All the covenants and provisions of this Twenty-second
Supplemental Indenture and of the Series W Bonds are for the sole and
exclusive benefit of the parties hereto and the holders of the Bonds, and no
others shall have any legal, equitable or other right, remedy or claim under
or by reason of this Twenty-second Supplemental Indenture or of the Series W
Bonds.
SECTION 3. This Twenty-second Supplemental Indenture is stated to be
dated as of June 1, 1995. This is intended as and for a date for reference
and for identification, the actual time of the execution hereof being the date
set forth in the testimonium clause hereof.
SECTION 4. This Twenty-second Supplemental Indenture may be executed
in any number of counterparts, each of which shall be deemed an original; and
such counterparts shall constitute but one and the same instrument, which
shall for all purposes be sufficiently evidenced by any such original
counterpart.
SECTION 5. The cover of this Twenty-second Supplemental Indenture and
all article headings, and the table of contents and marginal notes, if any,
are inserted for convenience only, and shall not affect any construction or
interpretation hereof.
<PAGE>
IN WITNESS WHEREOF, The Narragansett Electric Company has caused this
Twenty-second Supplemental Indenture to be executed, and its corporate seal to
be hereto affixed, by its officers thereunto duly authorized, and Rhode Island
Hospital Trust National Bank has caused this Twenty-second Supplemental
Indenture to be executed, and its corporate seal to be hereto affixed, by its
officers thereunto duly authorized, all as of the day and year first above
written, but actually executed on June 20, 1995.
THE NARRAGANSETT ELECTRIC COMPANY
[Corporate Seal]
By R. Nadeau
R. Nadeau, Vice President
ATTEST:
David J. Saggau
David J. Saggau, Assistant Secretary
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
[Corporate Seal]
By Patrick Thebado
Patrick Thebado, Authorized Officer
ATTEST:
Carla A. Mastromatteo
Carla A. Mastromatteo, Authorized Officer
<PAGE>
SCHEDULE I
<TABLE>
The property and interests in property situated in the Towns of
Barrington, Bristol, Charlestown, Coventry, East Greenwich, Exeter, Foster,
Glocester, Hopkinton, Johnston, Little Compton, Narragansett, North Kingstown,
North Providence, Richmond, Scituate, Smithfield, South Kingstown, Tiverton,
Warren, Westerly, West Greenwich and West Warwick, Rhode Island, and in the
cities of Cranston, East Providence, Providence and Warwick by the following
instruments:
<CAPTION>
BARRINGTON
Recorded in Barrington
Land Records
----------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- -----
<S> <C> <C> <C> <C>
Jack T. Grant et ux Nov. 1, 1993 241 31 Gen. 7557
Gerald J. Fogarty, et al Dec. 13, 1993 250 57 Gen. 7558
John Bretl July 13, 1994 266 205 Gen. 7559
State of Rhode Island and
Providence Plantations Aug. 15, 1994 270 250 Gen. 7560
State of Rhode Island and
Providence Plantations Aug. 15, 1994 270 242 Gen. 7561
BRISTOL
Recorded in Bristol
Land Records
-------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Roger Williams University Sept. 10, 1993 488 173 Gen.
11,727
Kickemuit River Company Feb. 26, 1994 509 342 Gen.
11,728
Asterio H. Sousa et al Aug. 4, 1994 524 313 Gen.
11,729
CHARLESTOWN
Recorded in Charlestown
Land Records
-----------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Beechwood Enterprises, Inc. Aug. 31, 1993 133 53 Gen. 4700
Vincent J. Greto Oct. 4, 1993 133 1012 Gen. 4701
John F. Smith et al Jan. 18, 1994 136 486 Gen. 4702
Beachwood Enterprises Inc. July 12, 1994 140 404 Gen. 4703
Linda A. Peloquin July 20, 1994 142 424 Gen. 4704
Robert M. Whyte et al Nov. 2, 1994 142 428 Gen. 4705
Robert B. Russell et al Oct. 28, 1994 142 426 Gen. 4706
Andrew J. Catanzaro Nov. 14, 1994 142 1010 Gen. 4707
Pioneer Consolidated, Inc. Nov. 14, 1994 142 1008 Gen. 4708
Rose Michael Jan. 24, 1995 143 682 Gen. 4709
William E. Lancellotti, Jr. Dec. 8, 1994 143 684 Gen. 4710
<PAGE>
COVENTRY
Recorded in Coventry
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
David B. Pancarowicz et ali Nov. 2, 1993 423 51 Gen. 6248
John R. Perry, Jr. Nov. 29, 1993 431 271 Gen. 6249
Valentino Feraone, Jr. et al Dec. 2, 1993 439 6 Gen. 6250
W.F.D. Associates, L.P. Apr. 4, 1994 456 54 Gen. 6252
Pine Edge, Inc. Apr. 25, 1994 458 325 Gen. 6253
Christopher J. Denison et al Aug. 18, 1994 473 257 Gen. 6254
Jason C. Ullom et al Aug. 21, 1994 473 255 Gen. 6255
Yvette L. Ullom Aug. 17, 1994 473 253 Gen. 6256
Gary Koski et al July 19, 1994 470 139 Gen. 6257
W.F.D. Associates, L.P. Oct. 27, 1994 483 75 Gen. 6258
Terrence A. Brown et al Dec. 13, 1994 489 196 Gen. 6259
Central Coventry Fire Dec. 13, 1994 489 198 Gen. 6260
Department
Padula Builders, Inc. Dec. 6, 1994 489 200 Gen. 6261
Michael P. Baird Jan. 17, 1995 491 175 Gen. 6262
CRANSTON
Recorded in Cranston
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
State of Rhode Island and Aug. 5, 1993 830 764 Gen. 10,055
Providence Plantations
Birnam Wood Limited
Partnership Sept. 13, 1993 835 579 Gen. 10,056
Haroutoun Mourachian et al Dec. 7, 1993 846 148 Gen. 10,057
State of Rhode Island and July 12, 1994 873 315 Gen. 10,058
Providence Plantations
State of Rhode Island and July 12, 1994 873 324 Gen. 10,058
Providence Plantations
State of Rhode Island and July 27, 1994 874 369 Gen. 10,059
Providence Plantations
State of Rhode Island and July 27, 1994 874 377 Gen. 10,059
Providence Plantations
Eppley Realty Company, Inc. Aug. 30, 1994 875 593 Gen. 10,060
EAST GREENWICH
Recorded in East Greenwich
Land Records
--------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
David Beretta, III et al Nov. 1, 1993 183 598 Gen. 11,124
Caldwell and Johnson Oct. 22, 1993 183 595 Gen. 11,125
<PAGE>
Caldwell and Johnson Oct. 20, 1993 183 592 Gen. 11,126
Homestead Restoration Limited
Partnership Mar. 22, 1994 190 434 Gen. 11,127
David B. Munroe et al May 2, 1994 190 428 Gen. 11,128
D.W. Daniel Contracting and
Estimating Aug. 15, 1994 193 857 Gen. 11,129
DDJJBK Co. Inc. Aug. 9, 1994 193 853 Gen. 11,130
Pascack Homes at Pheasant
Ridge L.L.C. Aug. 22, 1994 193 850 Gen. 11,131
Amalgamated Financial Group
IX L.P. Aug. 10, 1994 193 991 Gen. 11,132
Margaret A. Gale Estate Sept. 27, 1994 194 790 Gen. 11,133
James C. Forte et al Sept. 23, 1994 194 782 Gen. 11,134
Philip Ryan Homes, Ltd. Sept. 22, 1994 194 785 Gen. 11,135
Peter C. Haines et al Oct. 19, 1994 195 786 Gen. 11,136
Independence Center, Inc. Sept. 30, 1994 195 523 Gen. 11,137
Andrew C. Smiley, Inc. Nov. 10, 1994 196 154 Gen. 11,139
Amalgamated Financial Group Jan. 13, 1995 197 429 Gen. 11,140
IX, L.P.
EAST PROVIDENCE
Recorded in East Providence
Land Records
---------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
D'Ambra Realty Corp. Apr. 12, 1994 1101 286 Gen. 1186
EXETER
Recorded in Exeter
Land Records
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
William O. Izzi et al Sept. 17, 1993 84 483 Gen. 4940
Armand A. Houston et ux Oct. 14, 1993 85 522 Gen. 4941
Richard P. Morrison Apr. 11, 1994 88 443 Gen. 4942
Rico Corporation Aug. 22, 1994 90 429 Gen. 4943
John Sidney Strickland et ux Oct. 12, 1994 90 516 Gen. 4944
Ski Pro, Inc. Jan. 24, 1995 91 746 Gen. 4945
<PAGE>
FOSTER
Recorded in Foster
Land Records
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Robert Poland et ux Dec. 21, 1993 Gen. 2155
Donald J. Paquin et al July 2, 1993 Gen. 2156
David R. Danilowicz et al Feb. 4, 1994 Gen. 2157
Arne Johnson et ux April 21, 1994 64 459 Gen. 2158
David K. Orovitz et al July 29, 1994 64 762 Gen. 2159
John W. Kent III et al, Trs. Sept. 23, 1994 65 706 Gen. 2160
Richard S. Nutt et ux Nov. 7, 1994 66 202 Gen. 2161
Michael Valentine et al Dec. 6, 1994 67 75 Gen. 2162
GLOCESTER
Recorded in Glocester
Land Records
---------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Benjamin Kanopky Nov. 1, 1993 205 937 Gen. 6799
Rick A. Wood et al Jan. 14, 1994 208 422 Gen. 12,101
N.R.I. Real Estate Holdings,
Inc. July 27, 1994 211 648 Gen. 12,102
HOPKINTON
Recorded in Hopkinton
Land Records
---------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Andrew C. Smiley Inc. et al Nov. 16, 1993 233 433 Gen. 1971
Albert J. Russo et al Sept. 10, 1993 232 59 Gen. 1972
A&R Properties, Inc. Apr. 11, 1994 238 422 Gen. 1973
Kenneth W. Dinwoodie et al Apr. 21, 1994 238 420 Gen. 1974
Robert L. Brunelle et al Apr. 21, 1994 239 287 Gen. 1975
William A. Greenfield et al July 17, 1994 242 224 Gen. 1976
Joseph R. Czerkiewicz et al Aug. 15, 1994 242 436 Gen. 1977
Virginia Alexander et ali Aug. 15, 1994 242 434 Gen. 1978
Walter Czerkiewicz Jr. Aug. 15, 1994 242 432 Gen. 1979
Bruce Brayman Builders, Inc.
et al Sept. 1, 1994 243 398 Gen. 1980
JOHNSTON
Recorded in Johnston
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Izzo Realty Company Oct. 21, 1993 461 144 Gen. 12,008
Frank Simonelli Dec. 28, 1993 476 162 GEN. 12,009
Robert L. Faella et al Nov. 4, 1993 463 336 Gen. 12,010
State of Rhode Island
<PAGE>
and Providence Plantations Aug. 5, 1993 455 16 Gen. 12,011
R. J. Colardo, Inc. Sept. 7, 1993 456 341 Gen. 12,012
Frank Simonelli Nov. 15, 1993 466 35 Gen. 12,013
Allied Support Systems, Inc. Jan. 12, 1994 405 270 Gen. 12,014
Costantino Bros., Inc. June 7, 1994 497 242 Gen. 12,015
Peter A. Jacavone et ux Aug. 4, 1994 507 78 Gen. 12,016
<PAGE>
Jaco Associates, Incorporated July 11, 1994 506 25 Gen. 12,017
Mario B. Farone et al April 19, 1994 500 43 Gen. 12,018
Alfred Mekuto III et ux Oct. 7, 1994 514 53 Gen. 12,019
LITTLE COMPTON
Recorded in Little Compton
Land Records
--------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Charles S. Moffett et al Sept. 29, 1993 92 13 Gen. 11,919
Frederick L. Bissinger Sept. 21. 1993 92 11 Gen. 11,920
Morgan Cutts Feb. 25, 1994 94 165 Gen. 11,921
William A. Medeiros et ux July 22, 1994 96 39 Gen. 11,922
Peter Mason Thurston et ux July 19, 1994 96 41 Gen. 11,923
Louise P. Havens Sept. 23, 1994 96 231 Gen. 11,924
Philip V. Havens et al Sept. 23, 1994 96 233 Gen. 11,925
James B. Patrick Sept. 26, 1994 96 280 Gen. 11,926
Susan B. Samson Sept. 26, 1994 96 278 Gen. 11,927
Martha L. Patrick Sept. 26, 1994 96 276 Gen. 11,928
NARRAGANSETT
Recorded in Narragansett
Land Records
------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Harold Elwell et ux Dec. 21, 1993 309 211 Gen. 5235
Picerne Investment Limited
Partnership II Mar. 31, 1994 313 127 Gen. 5236
Earl Quimby et ux Mar. 28, 1994 313 92 Gen. 5237
Herbert Desimone Mar. 4, 1994 313 90 Gen. 5238
Mark S. Deresienski et al Aug. 16, 1994 320 43 Gen. 5239
Henry J. Cataldo et al May 24, 1994 317 23 Gen. 5240
Christina M. Rotelli July 21, 1994 321 489 Gen. 5241
Lot Owners Committee for Bass
Rock Farm Estates July 21, 1994 321 485 Gen. 5242
Bass Rock Farm Associates July 21, 1994 321 481 Gen. 5243
Bass Rock Farm Associates July 21, 1994 321 477 Gen. 5244
Eugene A. Russo et al Aug. 22, 1994 321 493 Gen. 5245
Louise Buonomano Oct. 28, 1994 322 820 Gen. 5246
Lea Johnston et ux Nov. 18, 1994 323 822 Gen. 5247
Mark S. Deresienski et ux Jan. 9, 1995 325 466 Gen. 5248
<PAGE>
NORTH KINGSTOWN
Recorded in North Kingstown
Land Records
---------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Bayshore Ventures L.L.C. Jan. 17, 1994 860 16 Gen. 4328
Lone Tree Point Beach Nov. 25, 1993 848 259 Gen. 4329
Association
Richard A. Petronsky et ux Dec. 22, 1993 858 189 Gen. 4330
Matthew C. Sears, Jr. et al Feb. 5, 1994 865 322 Gen. 4331
Alan Perlman et ali Apr. 12, 1994 876 197 Gen. 4332
Town of North Kingstown May 11, 1994 879 2 Gen. 4333
Joseph E. Martella et al,Trs. July 29, 1994 893 165 Gen. 4335
Stephen W. Shippee et ux Oct. 10, 1994 905 98 Gen. 4336
Stephen Andrachow, Inc. Oct. 12, 1994 905 100 Gen. 4337
NORTH PROVIDENCE
Recorded in North Providence
Land Records
----------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Kimberly Court, Inc. July 2, 1993 255 1174 Gen. 2380
Francis M. Murphy et al Oct. 25, 1993 263 427 Gen. 2381
PROVIDENCE
Recorded in Providence
Land Records
----------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
First National Supermarkets Oct. 4, 1993 2842 212 GEN. 11,053
Opthalmic Partners Oct. 4, 1993 2835 032 GEN. 11,054
The Housing Authority of the Oct. 29, 1993 2849 249 GEN. 11,055
City of Providence
Independent Living Authority
of Rhode Island Aug. 5, 1993 2816 298 GEN. 11,056
Pawtucket Power Associates, Feb. 3, 1993 2740 184 Gen. 11,057
Limited Partnership (FEE)
Rhode Island Convention Dec. 9, 1993 2875 74 Gen. 11,058
Center Authority
Johnson & Wales University Jan. 10, 1994 2889 334 Gen. 11,059
State of Rhode Island and
Providence Plantations Aug. 5, 1993 2818 27 Gen. 11,060
Medical Arena, Inc. Jan. 22, 1994 2916 31 Gen. 11,061
Butler Hospital Mar. 9, 1994 2938 258 Gen. 11,062
Providence Inn Associates Mar. 24, 1994 2963 220 Gen. 11,063
The Housing Authority of the
City of Providence Dec. 22, 1994 3087 43 Gen. 11,064
<PAGE>
ugene Stauber June 7, 1994 2965 13 Gen. 11,065
Lanco Realty Corporation June 10, 1994 2983 227 Gen. 11,066
Harvey D. Michaels et al June 15, 1994 2983 225 Gen. 11,067
226 South Main Street Title
Holding Company June 21, 1994 2999 5 Gen. 11,068
Jan Co. Central, Inc. Aug. 15, 1994 3009 235 Gen. 11,069
Adam Urena Sept. 5, 1994 3026 172 Gen. 11,070
State of Rhode Island and
Providence Plantations Sept. 15, 1994 3026 176 Gen. 11,071
State of Rhode Island and
Providence Plantations Sept. 15, 1994 3026 183 Gen. 11,072
Omni Development Corporation Sept. 20, 1994 3026 174 Gen. 11,073
The Mary C. Wheeler School,
Incorporated Dec. 6, 1994 3067 7 Gen. 11,074
The Housing Authority of the
City of Providence Dec. 16, 1994 3087 41 Gen. 11,075
State Street Bank and Trust
Company Dec. 15, 1994 3087 45 Gen. 11,076
Calvi Realty Co., Inc. Dec. 15, 1994 3093 88 Gen. 11,077
B.P. Prov. Partnership Feb. 6, 1995 3106 308 Gen. 11,078
RICHMOND
Recorded in Richmond
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Robert R. Pope, II et al Oct. 22, 1993 91 261 Gen. 2943
Nancy Jane Wilcox Nov. 24, 1993 91 641 Gen. 2944
Valerie A. Parenti et al Nov. 24, 1993 91 643 Gen. 2945
A&R Properties, Inc. Sept. 16, 1993 90 673 Gen. 2946
Leeward Realty Holding Corp. June 2, 1994 95 229 Gen. 2947
Kane Corporation June 1, 1994 95 186 Gen. 2948
Thomas H. Murray et ux May 26, 1994 95 184 Gen. 2949
Ronald E. Laliberte et al Aug. 9, 1994 96 415 Gen. 2950
Narragansett Investment
Company July 27, 1994 96 226 Gen. 2951
Harold N. Stewart et al July 25, 1994 96 224 Gen. 2952
Robert L. Malacarne et al July 20, 1994 96 222 Gen. 2953
Albert Romanella et ali July 15, 1994 96 219 Gen. 2954
Charles H. Gifford III July 27, 1994 96 217 Gen. 2955
James E. Sheehan June 6, 1994 95 779 Gen. 2956
Oceanview Partners, L.P. Nov. 14, 1994 97 563 Gen. 2958
Malcolm L. Spaulding Jan. 19, 1995 98 390 Gen. 2959
<PAGE>
SCITUATE
Recorded in Scituate
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Town of Scituate June 7, 1994 155 760 Gen. 8028
Gennaro Macera et ali Nov. 16, 1994 157 864 Gen. 8029
Scituate Village Shopping Nov. 14, 1994 157 867 Gen. 8030
<PAGE>
SMITHFIELD
Recorded in Smithfield
Land Records
----------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
James Kilduff et al Mar. 13, 1993 155 405 Gen. 9069
Mountaindale Estates, LCC Oct. 21, 1993 168 37 Gen. 9070
Andrew J. D'Angelo et ux Nov. 23, 1993 171 141 Gen. 9071
Carl R. Adler et al July 13, 1993 163 463 Gen. 9072
Jeffrey H. Adler July 15, 1993 163 461 Gen. 9073
Charles P. Brochu et ux Jan. 15, 1994 173 445 Gen. 9074
William Machala et ux June 16, 1994 177 197 Gen. 9075
Ferdinand E. Bottai et ux April 8, 1994 177 193 Gen. 9076
Mary Frances Caouette et
al, Trs. May 21, 1993 177 195 Gen. 9077
RFA Realty Associates Feb. 1, 1993 154 742 Gen. 9078
Rhode Island Port Authority Sept. 28, 1994 182 124 Gen. 9079
and Economic Development Corporation
Karl R. Adler et ux Dec. 15, 1994 183 780 Gen. 9080
Robert Rongione Feb. 27, 1995 185 242 Gen. 9081
Beth Marie Ochsner et al Feb. 26, 1995 185 244 Gen. 9082
Village at Waterman Lake
Limited Partnership April 18, 1995 187 83 Gen. 9083
SOUTH KINGSTOWN
Recorded in South Kingstown
Land Records
---------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
South County Sand & Gravel Oct. 25, 1993 529 315 Gen. 11,276
Co., Inc.
Janette L. Gouvin Oct. 28, 1993 529 318 Gen. 11,277
Alan G. Wild et al Nov. 2, 1993 529 320 Gen. 11,278
Denison Associates Sept. 21, 1993 522 478 Gen. 11,279
Thomas A. Champlin Sept. 23, 1993 522 481 Gen. 11,280
Leonard John Lafreniere et al Nov. 5, 1993 532 254 Gen. 11,281
James A. Johnson Nov. 8, 1993 532 259 Gen. 11,282
John D. Lillibridge Nov. 13, 1993 532 261 GEN. 11,283
Phillip J. Allaire et al Nov. 22, 1993 532 257 GEN. 11,284
John F. Jillett et al Sept. 8, 1993 521 445 GEN. 11,285
Fakhrerazi Nikkhah et al Sept. 13, 1993 521 249 GEN. 11,286
South County Sand and Sept. 7, 1993 521 251 GEN. 11,287
Gravel Co. Inc.
Barbara Butler et al Sept. 28, 1993 526 95 GEN. 11,288
Washington County
Builders, Inc. Oct. 21, 1993 526 477 GEN. 11,289
Wood Beam, Inc. Oct. 21, 1993 526 479 Gen. 11,290
<PAGE>
ames R. Briggs et al Dec. 21, 1993 539 295 Gen. 11,291
Jon C. Boothroyd Feb. 26, 1993 545 13 Gen. 11,292
Scot V. Hallbert et al Mar. 24, 1994 549 105 Gen. 11,293
Paul H. Johnson et al Mar. 25, 1994 549 103 Gen. 11,294
<PAGE>
John V. McCloskey May 10, 1994 555 115 Gen. 11,297
Anthony P. Pagluighi et al Apr. 26, 1994 555 109 Gen. 11,298
Carole M. Elliott et al May 20, 1994 557 470 Gen. 11,299
Lawson W. Durfee June 1, 1994 558 345 Gen. 11,300
South County Hospital, Inc. June 6, 1994 558 347 Gen. 12,201
Donald W. Jackson et ali June 6, 1994 558 353 Gen. 12,202
Donald W. Jackson et ali June 6, 1994 558 350 Gen. 12,203
Gertrude May June 7, 1994 558 356 Gen. 12,204
James Kelley et al June 22, 1994 561 71 Gen. 12,205
Alicia J. Palmer June 20, 1994 561 73 Gen. 12,206
Terrence P. Donnelly et al June 23, 1994 561 75 Gen. 12,207
Anthony G. Stanzione July 18, 1994 565 115 Gen. 12,208
Devine Construction Co. Inc. Aug. 1, 1994 565 117 Gen. 12,209
Weeden Farms Limited
Partnership Sept. 7, 1994 571 196 Gen. 12,210
Thomas Spath et al Sept. 23, 1994 571 198 Gen. 12,211
M and S Development Oct. 7, 1994 574 445 Gen. 12,212
Mabel S. Hempstead Sept. 20, 1994 574 441 Gen. 12,213
Ellie and Rob Realty Corp. Oct. 11, 1994 574 443 Gen. 12,214
Gerald Zarrella Dec. 20, 1994 578 491 Gen. 12,215
Jane F. Stedman Nov. 14, 1994 577 437 Gen. 12,216
Wakefield Mill Properties Nov. 8, 1994 577 435 Gen. 12,217
James F. McKenna et ux Jan. 11, 1995 581 74 Gen. 12,218
Wakefield Mill Properties Jan. 24, 1995 581 76 Gen. 12,219
Jack Oliver Dec. 29, 1994 581 78 Gen. 12,220
Albert J. Greene Jan. 12, 1995 581 72 Gen. 12,221
TIVERTON
Recorded in Tiverton
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Holly Brook LLC Nov. 22, 1993 4136 23 Gen. 5487
Alfred Souza Mello et al Nov. 22, 1993 4137 25 Gen. 5488
John Soares et ux Feb. 15, 1994 313 312 Gen. 5489
William Enos Mar. 2, 1993 379 98 Gen. 5490
Bradford Dowty Feb. 12, 1993 379 100 Gen. 5491
Holly Brook LLC Nov. 22, 1993 3250 209 Gen. 5492
Randy J. Lebeau et ux Aug. 6, 1993 394 309 Gen. 5493
Harold G. Leahy Sept. 27, 1994 432 380 Gen. 5494
Robert Brinkman Oct. 27, 1994 432 382 Gen. 5495
Jack L. Hoover, Jr. et ux July 22, 1993 391 295 Gen. 5496
Holly Brook, LLC Oct. 4, 1994 432 251 Gen. 5497
WARREN
Recorded in Warren
Land Records
------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Market Street Land
Corporation Oct. 12, 1993 209 189 Gen. 174
<PAGE>
State of Rhode Island and
Providence Plantations Aug. 15, 1994 226 82 Gen. 175
State of Rhode Island and
Providence Plantations Aug. 15, 1994 226 74 Gen. 176
Jacob's Point Homeowners
Corporation Sept. 15, 1994 227 200 Gen. 177
A. William Munro et al Dec. 14, 1994 230 336 Gen. 178
WARWICK
Recorded in Warwick
Land Records
-------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Appollo Real Estate Oct. 22, 1993 2102 338 Gen. 7265
Greenwood Nursing Home, Inc. Nov. 17, 1993 2116 243 Gen. 7266
Phillip Francis et al Dec. 15, 1993 2133 244 Gen. 7267
Ranaldi Realty, L.L.C. Sept. 14, 1993 2066 211 Gen. 7268
Paolina/Watson Associates Sept. 10, 1993 2064 150 Gen. 7269
G&H Enterprises Oct. 14, 1993 2084 153 Gen. 7270
K Mart Corporation Dec. 22, 1993 2148 38 Gen. 7271
Dari Realty Associates Dec. 17, 1993 2148 41 Gen. 7272
Frank Paolino Jan. 6, 1994 2166 148 Gen. 7273
Tina M. Izzi Sept. 27, 1993 2085 320 Gen. 7274
Janet E. MacLaughlan Apr. 16, 1994 2205 334 Gen. 7275
Sparrows Point I Associates June 22, 1994 2246 234 Gen. 7276
Centerville Builders, Inc. Aug. 29, 1994 2271 170 Gen. 7277
Baker Commodities, Inc. June 22, 1994 2247 206 Gen. 7278
A & R Properties Inc. Oct. 7, 1994 2301 152 Gen. 7279
Val-Jan Inc. Oct. 28, 1994 2301 154 Gen. 7280
Renaissance Development Corp. Nov. 1, 1994 2301 157 Gen. 7281
L-7 Inc. Sept. 27, 1994 2301 159 Gen. 7282
Cookson America, Inc. Sept. 30, 1994 2301 163 Gen. 7283
Valerie T. Bechaz (FEE) Feb. 3, 1995 2334 307 RPT 82'
City of Warwick Oct. 27, 1994 2313 103 Gen. 7284
Norwood Facilities, Inc. Dec. 7, 1994 2313 105 Gen. 7285
WESTERLY
Recorded in Westerly
Land Records
--------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Anthony V. Selvidio et al July 13, 1993 480 328 Gen. 11,844
Anthony V. Selvidio,Jr.et al Aug. 31, 1993 480 330 Gen. 11,845
The Paul E. Trombino Memorial
Foundation, Inc. Jan. 11, 1994 502 215 Gen. 11,846
Leeward Realty Holding
Corporation Jan. 26, 1994 504 225 Gen. 11,847
Steven Artigas Mar. 9, 1994 512 162 Gen. 11,848
Richard C. Vacca et al May 22, 1994 519 319 Gen. 11,849
Elisa J. Zanella Aug. 2, 1994 529 97 Gen. 11,850
Louis R. Zanella Aug. 2, 1994 529 95 Gen. 11,851
Westerly Hospital June 24, 1994 525 15 Gen. 11,852
<PAGE>
Leeward Realty Holding
Corporation July 19, 1994 533 244 Gen. 11,853
WEST GREENWICH
Recorded in West Greenwich
Land Records
--------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Mario Lubic Oct. 1, 1993 63 458 Gen. 1581
John Ruzzo et al Oct. 20, 1993 64 333 Gen. 1582
Gary Johnson et al Oct. 15, 1993 64 331 Gen. 1583
Kurt A. Wilcox et al Feb. 18, 1994 65 632 Gen. 1584
Edward T. Greene et al Aug. 31, 1994 67 806 Gen. 1585
Edward J. O'Brien et ali Sept. 15, 1994 68 14 Gen. 1586
Edward J. Overton Sr. et al Nov. 17, 1994 68 759 Gen. 1587
Paul Vance Bishop et al April 27, 1995 70 8 Gen. 1588
WEST WARWICK
Recorded in West Warwick
Land Records
------------------------
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- --------
Virgil Lawrence et ux Aug. 18, 1993 529 189 Gen. 8553
Hilltop Realty, Inc. Dec. 23, 1993 550 26 Gen. 8554
Arthur Henault, Jr. et ux Nov. 22, 1994 585 292 Gen. 8555
Robert B. Sorrell et ux Feb. 17, 1995 587 146 Gen. 8556
Tara Food Services,
Incorporated Oct. 20, 1994 578 53 Gen. 8557
</TABLE>
ALL OF THE LAND AND RIGHTS IN LAND HEREINABOVE REFERRED TO IN THIS
SCHEDULE OF PROPERTY ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS,
EXCEPTIONS, CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS
HEREINABOVE MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME
ARE NOW IN FORCE AND APPLICABLE; AND THERE IS EXCEPTED FROM CERTAIN OR SAID
RIGHTS SO MUCH THEREOF AS HAS BEEN TAKEN BY THE STATE OF RHODE ISLAND OR
MUNICIPAL AUTHORITIES FOR HIGHWAY PURPOSES AND CERTAIN OF SAID RIGHTS ARE
SUBJECT TO SUCH OTHER RIGHTS AND EASEMENTS AS WERE TAKEN BY GOVERNMENTAL
AUTHORITIES; AND CERTAIN OF SAID RIGHTS AND EASEMENTS HEREINABOVE REFERRED TO
ARE SUBJECT TO PRIOR LIENS, HOWEVER, SAID PRIOR LIENS WILL NOT INTERFERE WITH
THE PROPER OPERATION OF THE COMPANY'S BUSINESS, AND THEIR EFFECT, IF ANY, UPON
THE SECURITY OF THE INDENTURE MAY PROPERLY BE IGNORED; AND CERTAIN OF SAID
RIGHTS HEREINABOVE REFERRED TO WERE CONVEYED TO THE NARRAGANSETT ELECTRIC
COMPANY AND TO THE NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY JOINTLY.
CERTAIN OF THE LANDS AND RIGHTS IN LANDS HEREINABOVE REFERRED TO IN THIS
SCHEDULE OF PROPERTY AND CERTAIN OF THE LANDS AND RIGHTS IN LANDS INCLUDED AS
MORTGAGED PROPERTY IN THE GRANTING CLAUSES OF THE ORIGINAL INDENTURE AND PRIOR
SUPPLEMENTAL INDENTURES, INCLUDING SCHEDULES I THERETO, MAY BE SUBJECT TO THE
RIGHTS OF THE PUBLIC AND THE STATE OF RHODE ISLAND UNDER THE PUBLIC TRUST
DOCTRINE.
<PAGE>
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At Providence in said County on this 20th day of June, 1995, before me
personally appeared the above named R. Nadeau, to me known and known by me to
be the party executing in his capacity as Vice President for and on behalf of
The Narragansett Electric Company, a corporation, the foregoing instrument and
acknowledged said instrument by him so executed to be his free and voluntary
act and deed and the free and voluntary act and deed of The Narragansett
Electric Company, a corporation, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal this 20th day of June, 1995.
By Michael D. DiNezza
Michael D. DiNezza, Notary Public
My commission expires: June 28, 1995
[Notarial Seal]
<PAGE>
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At Providence in said County on this 20th day of June, 1995, before me
personally appeared the above named Patrick Thebado, to me known and known by
me to be the party executing in his capacity as Authorized Officer for and on
behalf of Rhode Island Hospital Trust National Bank, a national banking
association, the foregoing instrument and acknowledged said instrument by him
so executed to be his free and voluntary act and deed and the free and
voluntary act and deed of Rhode Island Hospital Trust National Bank, a
national banking association, and that the seal affixed to the foregoing
instrument is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal this 20th day of June, 1995.
[Notarial Seal]
By Laurie C. Wilkins
Laurie C. Wilkins, Notary Public
My commission expires: June 25, 1995
<PAGE>
I, David J. Saggau, Assistant Secretary of The Narragansett Electric
Company, a corporation duly organized under the laws of the State of Rhode
Island and having its principal place of business in Providence, Rhode Island,
HEREBY CERTIFY that at a special meeting of the stockholders of said
corporation, duly called and held at 280 Melrose Street, Providence, Rhode
Island, on June 9, 1995, by the affirmative action of the holders of all of
the outstanding common stock of said corporation, being the only class of
stock outstanding the holders of which were entitled to vote at said meeting,
the following vote was duly adopted:
VOTED: That the form, terms, and provisions of the Supplemental Indenture
to be dated as of June 1, 1995 from the Company, to Rhode Island
Hospital Trust National, Bank, as Trustee (hereinafter in these
votes called the Twenty-second Supplemental Indenture),
supplementing and amending the Company's First Mortgage Indenture
and Deed of Trust dated as of September 1, 1944, as supplemented and
amended, and mortgaging, pledging, conveying, assigning, and
transferring to said Bank, as Trustee, the property and rights and
interests in property therein described for the security of the
First Mortgage Bonds of the Company, substantially in the form
presented to this meeting, are hereby approved; and the President
and each Vice President are severally authorized in the name and on
behalf of the Company to execute, under the corporate seal attested
by the Secretary or Assistant Secretary, to acknowledge and to
deliver, in as many counterparts as the officer so acting may deem
advisable, an instrument in substantially the form of said
supplemental indenture, the execution and delivery of such an
instrument by any of said officers to be conclusive evidence that
the same is authorized by this vote.
I FURTHER CERTIFY that by the affirmative action of all the directors
present, upon a motion duly made and recorded, at a regular meeting of the
Board of Directors of said Company, duly called and held at 280 Melrose
Street, Providence, Rhode Island, on March 28, 1995, at which meeting a quorum
was present and acting throughout, the following vote was duly adopted:
VOTED: (i) That the form, terms, and provisions of the supplemental
indentures created for each additional series of New Bonds from
the Company, to Rhode Island Hospital Trust National Bank, as
Trustee, supplementing and amending the Company's First
Mortgage Indenture and Deed of Trust dated as of September 1,
1944, as supplemented and amended, and mortgaging, pledging,
conveying, assigning, and transferring to said Bank, as
Trustee, the property and rights and interests in property
therein described for the security of the First Mortgage Bonds
of the Company, a form of which is presented to this meeting,
and hereby ordered filed as Exhibit "E" with the minutes of the
meeting are hereby approved; and the President and each Vice
President are severally authorized in the name and on behalf of
the Company to execute, under the corporate seal attested by
the Secretary or an Assistant Secretary, to acknowledge and to
deliver, in as many counterparts as the officer so acting may
deem advisable, an instrument in substantially the form of
supplemental indenture (with appropriate insertions of
principal amounts, maturity dates, interest payment dates,
provisions for redemption, and refunding provisions, and
interest rates, as well as other terms and conditions for the
specific series of New Bonds, and with such further
modifications as the officers executing said supplemental
indenture shall approve, such execution to be conclusive
evidence of such approval); and the execution and delivery of
such an instrument by any of said officers to be conclusive
evidence that the same is authorized by this vote.
<PAGE>
VOTED: (ii) That the Board of Directors considers the additions to, the
covenants and agreements of the Indenture, as contained in
the form of the supplemental indentures authorized by the
preceding vote, to be for the protection of the holders of
the Bonds outstanding under the Indenture and for the
protection of the trust estate.
AND I FURTHER CERTIFY that as appears from the records of said
corporation R. Nadeau is Vice President of said corporation and duly
authorized to execute in its name and on its behalf the foregoing Twenty-
second Supplemental Indenture, dated as of June 1, 1995, that the foregoing
Twenty-second Supplemental Indenture to which this certificate is attached is
substantially in the form presented to and approved at said meetings; that the
foregoing is a true and correct copy of the votes passed at said meetings
respectively as recorded in the records of said corporation and that said
votes remain in full force and effect without alteration.
IN WITNESS WHEREOF I have hereunto subscribed my name as Assistant
Secretary as aforesaid and have caused the corporate seal of said corporation
to be hereto affixed this 20th day of June, 1995.
David J. Saggau
[Corporate Seal] David J. Saggau, Assistant Secretary
of THE NARRAGANSETT ELECTRIC COMPANY
<PAGE>
RECORDING NOTE
Schedule of cities and towns in Rhode Island
in which the Twenty-second Supplemental Indenture of
The Narragansett Electric Company
dated as of June 1, 1995 has been recorded
as a mortgage of real estate and financing statements
have been filed as a security interest in fixtures
Barrington, R.I. Town Clerk's Office
Bristol, R.I. Town Clerk's Office
Burrillville, R.I. Town Clerk's Office
Charlestown, R.I. Town Clerk's Office
Coventry, R.I. Town Clerk's Office
Cranston, R.I. City Clerk's Office
Cumberland, R.I. Town Clerk's Office
East Greenwich, R.I. Town Clerk's Office
East Providence, R.I. City Clerk's Office
Exeter, R.I. Town Clerk's Office
Foster, R.I. Town Clerk's Office
Glocester, R.I. Town Clerk's Office
Hopkinton, R.I. Town Clerk's Office
Johnston, R.I. Town Clerk's Office
Lincoln, R.I. Town Clerk's Office
Little Compton, R.I. Town Clerk's Office
Narragansett, R.I. Town Clerk's Office
North Kingstown, R.I. Town Clerk's Office
North Providence, R.I. Town Clerk's office
North Smithfield, R.I. Town Clerk's Office
Pawtucket, R.I. City Clerk's Office
Providence, R.I. City Clerk's Office
Richmond, R.I. Town Clerk's Office
Scituate, R.I. Town Clerk's Office
Smithfield, R.I. Town Clerk's office
South Kingstown, R.I. Town Clerk's Office
Tiverton, R.I. Town Clerk's office
Warren, R.I. Town Clerk's Office
Warwick, R.I. City Clerk's Office
Westerly, R.I. Town Clerk's Office
West Greenwich, R.I. Town Clerk's Office
West Warwick, R.I. Town Clerk's Office
Woonsocket, R.I. City Clerk's Office
A financing statement was filed, as a security interest in personal
property and fixtures, in the office of the Secretary of State of Rhode Island
on June 20, 1995.
<PAGE>
EXHIBIT (4)(d)
NEW ENGLAND POWER COMPANY
TO
STATE STREET BANK AND TRUST COMPANY, Trustee
(successor to Bank of New England, National Association,
formerly New England Merchants National Bank)
TWENTIETH SUPPLEMENTAL INDENTURE
Dated as of July 1, 1994
Supplementing
General and Refunding Mortgage Indenture
and Deed of Trust
Dated as of January 1, 1977
as amended by
Prior Supplemental Indentures
To Secure
General and Refunding Mortgage Bonds
Series Y
Twenty-Fifth Issue
<PAGE>
NEW ENGLAND POWER COMPANY
TWENTIETH SUPPLEMENTAL INDENTURE
DATED AS OF JULY 1, 1994
TABLE OF CONTENTS
(Not part of the Indenture)
Page
CAPTION AND RECITALS . . . . . . . . . . . . . . . . . . . . . .1
Form of Series Y Bond [Face]. . . . . . . . . . . . . . . .4
Form of Trustee's certificate . . . . . . . . . . . . . . .6
Form of Series Y Bond [Reverse] . . . . . . . . . . . . . .7
GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . 10
Recital of consideration. . . . . . . . . . . . . . . . . 10
Grant . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Reservations and exceptions . . . . . . . . . . . . . . . 11
Habendum. . . . . . . . . . . . . . . . . . . . . . . . . 12
Trust declaration . . . . . . . . . . . . . . . . . . . . 12
ARTICLE I. Covenants of the Company . . . . . . . . . . . . . 12
Section 1. Prior and Parity Liens. . . . . . . . . . . . 12
Section 2. Covenants against encumbrances. . . . . . . . 13
Section 3. Covenant of seisin. . . . . . . . . . . . . . 13
Section 4. No default under Original Indenture . . . . . 13
Section 5. Corporate existence and authority . . . . . . 13
ARTICLE II. Particular provisions of the Series Y Bonds . . . 14
Section 1. Issue and Form. . . . . . . . . . . . . . . . 14
Section 2. Dating and interest payments. . . . . . . . . 15
Section 3. Redemption. . . . . . . . . . . . . . . . . . 16
Section 4. Limitation on amount. . . . . . . . . . . . . 17
Section 5. Waiver of Fee . . . . . . . . . . . . . . . . 17
ARTICLE III. Concerning the Trustee . . . . . . . . . . . . . 17
Section 1. Acceptance of trust and conditions thereof. . 17
ARTICLE IV. Miscellaneous . . . . . . . . . . . . . . . . . . 18
Section 1. Defeasance . . . . . . . . . . . . . . . . . . 18
Section 2. Supplemental to Original Indenture; Definitions18
Section 3. Supplemental Indenture for Benefit of Parties. 18
and Bondholders solely . . . . . . . . . . . . 18
Section 4. Approval by Trustee of Bond forms. . . . . . . 18
Section 5. Date of Supplemental Indenture . . . . . . . . 18
Section 6. Counterparts . . . . . . . . . . . . . . . . . 18
Section 7. Cover, Headings, etc . . . . . . . . . . . . . 18
TESTIMONIUM CLAUSE AND EXECUTION . . . . . . . . . . . . . . . 19
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ACKNOWLEDGMENTS AND AFFIDAVITS . . . . . . . . . . . . . . . . 22
CERTIFICATE OF VOTES . . . . . . . . . . . . . . . . . . . . . 27
<PAGE>
TWENTIETH SUPPLEMENTAL INDENTURE, dated as of July 1, 1994, between NEW
ENGLAND POWER COMPANY (hereinafter with its successors and assigns generally
called the Company), a corporation duly organized and existing under the laws
of The Commonwealth of Massachusetts, having its principal place of business
in Westborough, Massachusetts, and STATE STREET BANK AND TRUST COMPANY
(successor to Bank of New England, National Association, formerly New England
Merchants National Bank and hereinafter with its successors generally called
the Trustee), a corporation duly organized and existing under the laws of The
Commonwealth of Massachusetts, having its principal place of business in
Boston, Massachusetts, and duly authorized to execute the trusts hereof.
WHEREAS the Company has heretofore executed and delivered to the Trustee
a General and Refunding Mortgage Indenture and Deed of Trust (hereinafter
singly generally called the Original Indenture, and with this and all other
indentures supplemental thereto collectively called the Indenture), dated as
of January 1, 1977, and recorded among other places in the following:
Land Court Registration Document
Districts in Massachusetts Number
Northern Berkshire County 4195
Northern Bristol County 17097
Fall River Bristol County 10950
Northern Essex County 26148
Southern Essex County 160182
Franklin County 2774
Hampden County 54605
Hampshire County 3401
North Middlesex County 71124
South Middlesex County 552314
Norfolk County 366435
Suffolk County 331683
Worcester County 32273
in Connecticut:
The Connecticut Secretary of State, Volume 54, page J; and certificates
of mortgage in the Land Records of the Towns of Waterford and Berlin.
in Massachusetts:
Worcester District Deeds, of Worcester County, Book 6113, Page 1.
in Maine:
Cumberland County Registry of Deeds, Book 4228, Page 2.
in New Hampshire:
Grafton County Registry of Deeds, Liber 1301, Folio 375.
in Rhode Island:
The Land Records of the Town of Charlestown, Mortgage Book 58A.
in Vermont:
The Land Records in the office of the Town Clerk of the Town of
Wilmington, Book 39, Page 69.
<PAGE>
to which this instrument is supplemental pursuant to the terms thereof,
whereby the Company has given, granted, bargained, sold, warranted, pledged,
assigned, transferred, mortgaged and conveyed to the Trustee all and singular
the property therein specified, whether owned at the time of the execution or
thereafter acquired by the Company, to secure its General and Refunding
Mortgage Bonds (hereinafter generally called the Bonds) of an unlimited
(except as therein provided) permitted aggregate principal amount, to be
issued in one or more series as provided in the Original Indenture; and
WHEREAS the Company has heretofore executed and delivered to State Street
Bank and Trust Company, as Trustee, nineteen Supplemental Indentures, viz:
Supplemental Indenture Dated As Of
---------------------- -----------
First Supplemental Indenture July 1, 1978
Second Supplemental Indenture March 15, 1980
Third Supplemental Indenture November 1, 1981
Fourth Supplemental Indenture June 1, 1982
Fifth Supplemental Indenture January 15, 1983
Sixth Supplemental Indenture September 15, 1983
Seventh Supplemental Indenture November 15, 1983
Eighth Supplemental Indenture December 1, 1983
Ninth Supplemental Indenture October 15, 1985
Tenth Supplemental Indenture April 1, 1986
Eleventh Supplemental Indenture June 1, 1986
Twelfth Supplemental Indenture August 1, 1988
Thirteenth Supplemental Indenture April 1, 1989
Fourteenth Supplemental Indenture November 1, 1990
Fifteenth Supplemental Indenture June 15, 1991
Sixteenth Supplemental Indenture August 1, 1992
Seventeenth Supplemental Indenture October 1, 1992
Eighteenth Supplemental Indenture January 1, 1993
Nineteenth Supplemental Indenture August 1, 1993
(hereinafter referred to as the Prior Supplemental Indentures)
each of which is supplemental to the Original Indenture, whereby the Company
has given, granted, bargained, sold, warranted, pledged, assigned,
transferred, mortgaged and conveyed to the Trustee all and singular the
property therein specified, whether owned at the time of execution of said
supplemental indenture or thereafter acquired by the Company, to secure its
bonds issued or to be issued as provided in the Original Indenture; and
WHEREAS, the Company has heretofore issued and has outstanding as of the
date of actual execution hereof the following aggregate principal amounts of
its General and Refunding Mortgage Bonds:
Series Percent Due Amount
K 7-1/4 2015 $ 38,500,000
L 7.80 2016 $ 29,850,000
R variable 2020 $ 107,850,000
S variable 2020 $ 20,750,000
T variable 2020 $ 28,000,000
U 8 2022 $ 170,000,000
V variable 2022 $ 106,150,000
<PAGE>
W various various $ 90,000,000
X variable 2018 $ 79,250,000
(hereinafter referred to as the Outstanding Bonds); and
WHEREAS Section 4.07 of the Original Indenture provides, among other
things, that the Company will from time to time take all such further action,
as may reasonably be required by the Trustee for assuring and confirming to
and to the use of the Trustee, in trust, all and singular the property
included, or intended to be included, in the Trust Estate; and Section 4.17 of
the Original Indenture provides, among other things, that the Company will
from time to time subject to the lien of the Indenture all of its
after-acquired property which is included in the granting clauses of the
Indenture or which the Company is required by any of the provisions thereof to
subject to the lien of the Indenture; and
WHEREAS Section 13.01 of the Original Indenture provides, among other
things, that the Company and the Trustee from time to time may enter into
indentures supplemental to the Original Indenture for, among other things, the
purposes of conveying, mortgaging, pledging, assigning or transferring to the
Trustee any other property or properties to be held subject to the lien of the
Indenture, with the same force and effect as if included in the granting
clauses thereof; of adding to the covenants and agreements of the Company such
further covenants and agreements as the Board shall consider to be for the
protection of the holders of the Bonds outstanding under the Indenture and for
the protection of the Trust Estate; and of providing for the issue of Bonds of
any series other than Series A, and of establishing the forms and provisions
of such other series all in a manner not inconsistent with the provisions of
the Indenture; and
WHEREAS the Company desires, pursuant to said provisions as hereinafter
provided, to convey, mortgage, pledge, assign and transfer to the Trustee
certain other properties hereinafter specified, to be held subject to the lien
of the Indenture; to add to the covenants and agreements of the Company
certain further covenants and agreements which the Board considers to be for
the protection of the holders of the Bonds outstanding under the Indenture and
for the protection of the Trust Estate; and to provide for the issue of an
additional series of Bonds under the Indenture and the forms and provisions
thereof; and
WHEREAS the Company desires to create and to issue under and to secure by
the Indenture its further General and Refunding Mortgage Bonds to be
designated General and Refunding Mortgage Bonds, Series Y (hereinafter
generally called Series Y Bonds or Bonds of Series Y), of an unlimited (except
as herein and in the Original Indenture provided) permitted aggregate
principal amount, the initial issues of the Series Y Bonds to be in the
aggregate principal amount not to exceed one hundred and fifteen million
dollars ($115,000,000), and the permanent Series Y Bonds to be fully
registered Bonds without coupons in the denomination of one thousand dollars
($1,000) or integral multiples thereof, all as hereinafter more fully
provided; and
WHEREAS, the permanent Series Y fully registered Bonds without coupons
and the Trustee's certificate are to be substantially in the following form:
<PAGE>
[Form of Series Y Bond]
[Face]
[IF APPLICABLE, INSERT - Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payments are made to Cede & Co., any TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.]
No. YR- $
NEW ENGLAND POWER COMPANY
General and Refunding Mortgage Bond, Series Y
%, due
Original Issue Date:
New England Power Company, a Massachusetts corporation (hereinafter, with
its successors and assigns, called the Company), for value received, hereby
promises to pay to , or registered assigns,
the sum of dollars ($ ) in lawful money of the
United States of America, at the principal corporate trust office in Boston,
Massachusetts, of State Street Bank and Trust Company (hereinafter, with its
successors, generally called the Trustee) or at the principal corporate trust
office of its successor in the trusts created by the Indenture mentioned below
or places, if any, as may be required by any securities exchange on which the
Series Y Bonds may at the time be listed, on the day of
, and to pay interest thereon from the original issue date specified above, if
the date hereof is prior to , 19 or from the first day of May or
November, as the case may be, next preceding the date hereof to which interest
has been paid or duly provided for (or from the date hereof if such date be
either of said days and interest has been paid or duly provided for to such
date) at the rate per annum specified in the title of this Bond, at the said
office of the Trustee or such other places, if any, as may be required by any
securities exchange on which the Series Y Bonds may at the time be listed,
semiannually, in like lawful money, on the first days of May and November of
each year until the principal sum hereof shall be fully paid. Interest so
payable, and punctually paid or duly provided for, on the first day of May or
November will be paid to the person in whose name this Bond (or one or more
Predecessor Bonds, as defined in said Indenture) is registered at the close of
business on April 15 or October 15 (whether or not a business day) next
preceding such first day of May or November. However, any such interest
installment that is not punctually paid or duly provided for shall forthwith
cease to be payable to the registered owner on such April 15 or October 15 as
the case may be, and, at the option of the Company, may be paid to the person
in whose name this Bond (or one or more Predecessor Bonds) is registered at
the close of business on a special record date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall be given
to holders of Series Y Bonds not less than 15 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Series Y Bonds may at the time be listed and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture. At
the option of the Company, such interest may be paid by check payable to the
order of and mailed to the address of the person entitled thereto as the name
<PAGE>
and address of such person shall appear on the bond register maintained
pursuant to said Indenture.
The further provisions of this Bond are continued on the reverse hereof,
and such further provisions shall for all purposes have the same effect as
though fully set forth in this place.
This Bond shall not be valid or obligatory for any purpose or entitled to
any security or benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee or by an
authenticating agent on its behalf.
IN WITNESS WHEREOF, New England Power Company has caused this Bond to be
executed either manually or by facsimile under its corporate seal impressed or
imprinted hereon by its officers thereunto duly authorized.
Dated:
NEW ENGLAND POWER COMPANY,
By And by
(Vice) President
(Assistant) Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series Y Bonds referred to in the within-mentioned
Indenture.
STATE STREET BANK AND TRUST COMPANY
as Trustee,
By
Authorized Signatory
<PAGE>
[Form of Series Y Bond]
[Reverse]
NEW ENGLAND POWER COMPANY
General and Refunding Mortgage Bond, Series Y
%, due
Original Issue Date:
This Bond is one of a duly authorized issue of General and Refunding
Mortgage Bonds of the Company, issued or to be issued in one or more series,
the twenty-fifth series, of which this Bond is one, being designated Series Y,
and all of said bonds of all series and forms being issued or to be issued
under and secured by a certain General and Refunding Mortgage Indenture and
Deed of Trust between the Company and State Street Bank and Trust Company
(successor to Bank of New England, National Association, formerly New England
Merchants National Bank), as Trustee, dated as of January 1, 1977 (herein,
with all indentures stated to be supplemental thereto to which the Trustee
shall be a party, generally called the Indenture), to which Indenture, an
executed counterpart of which is on file with the Trustee, reference is hereby
made for a description of the property mortgaged and pledged to the Trustee as
security for said bonds, and for a statement of the nature and extent of the
security, the terms and conditions upon which said Bonds are or are to be
issued and secured, the rights and remedies under the Indenture of the holders
of all of said bonds and the rights and obligations under the Indenture of the
Company and of the Trustee; but neither the foregoing reference to the
Indenture, nor any provision of this Bond or of the Indenture, shall affect or
impair the obligation of the Company, which is absolute, unconditional and
unalterable, to pay, at the stated or accelerated maturities herein provided,
the principal of, and premium, if any, and interest on, this Bond as herein
provided.
In certain events, on the conditions, in the manner, to the extent,
subject to the limitations, and with the effect set forth in the Indenture,
(1) the principal of this Bond may be declared and/or may become
due and payable before the stated maturity hereof, together with the
interest accrued hereon;
(2) the Company and the Trustee may make modifications or
alterations of the provisions of the Indenture and of this Bond with the
consent of the holders of the percent of the principal amount of the
Bonds at the time outstanding materially affected thereby provided in the
Indenture; provided, however, that no such alteration or modification
shall (a) impair the obligation of the Company in respect of the
principal of or premium or interest on any Bond, or extend the maturity
or reduce the rate (except in the case of an adjustment in accordance
with the Indenture) or extend the time of payment of such principal,
premium or interest without the consent of the holder of said Bond, (b)
permit the creation of any lien prior to or on a parity with the lien of
the Indenture except as expressly authorized by the Indenture or (c)
reduce the percentage of the principal amount of Bonds with the consent
of the holders of which modifications or alterations may be made as
aforesaid;
(3) the holders of the percent of the principal amount of the
Bonds at the time outstanding materially affected thereby provided in the
Indenture, if any, and otherwise the Trustee may waive any past default
under the Indenture and the consequences of any such default, except a
<PAGE>
default in the payment of the principal of or premium, if any, or
interest on any of the Bonds, and except a default arising from the
creation of any lien prior to or on a parity with the lien of the
Indenture; [IF APPLICABLE, INSERT - and]
(4) the Series Y Bonds [IF APPLICABLE, INSERT - not drawn for
redemption] are interchangeable, at the principal corporate trust office
of the Trustee and at such other offices or agencies of the Trustee or of
the Company as may be required to be maintained for such purpose in order
to comply with the regulations of any securities exchange on which the
Series Y Bonds may at the time be listed, for like aggregate principal
amounts of Series Y Bonds of the same original issue date and identical
terms and provisions in denominations of $1,000 and any multiples thereof
(provided, however, the Company shall not be required to make transfers
or exchanges during the 15 days preceding any interest payment date [IF
APPLICABLE, INSERT - and during any reasonable period which may be
necessary in connection with the selection by lot of Bonds to be
redeemed]); and except as aforesaid this Bond [IF APPLICABLE, INSERT - if
not drawn for redemption,] is transferable on books to be kept by the
Company at said office of the Trustee and at said other offices or
agencies, upon surrender and cancellation hereof at any such office or
agency, duly endorsed or accompanied by a duly executed instrument of
transfer, and thereupon a new Series Y Bond or Bonds of the same original
issue date and identical terms and provisions for a like aggregate
principal amount will be issued to the transferee or transferees in
exchange for this Bond; all without payment of any charge other than a
sum sufficient to reimburse the Company for any stamp tax or any
governmental charge incident thereto [IF APPLICABLE, INSERT - ; and
(5) this Bond singly or together with all or less than all other
Series Y Bonds of the same original issue date and identical terms and
provisions, or, if this Bond is for a principal amount exceeding $1,000,
any part of the principal amount hereof constituting $1,000, or any
multiple thereof, may be called for redemption at any time prior to
maturity, whether or not on an interest date, upon prior notice given by
a mailing thereof to the registered owner hereof not less than 30 days
prior to the redemption date [IF APPLICABLE, INSERT - , (a) if at the
option of the Company or through the application of moneys deposited with
the Trustee as the basis for the issuance of Bonds of any series, at the
respective general redemption prices, stated as percentages of the called
principal amount, set forth in Column A [IF APPLICABLE, INSERT - below;
provided, however, that neither this Bond nor any portion hereof shall be
so redeemed prior to , if such redemption is for the
purpose or in anticipation of refunding such Bond, or any portion
thereof, through the use, directly or indirectly, of funds borrowed by
the Company at an effective interest cost to the Company (computed in
accordance with generally accepted financial practice) of less than
% per annum,] and (b) if] through the application of sinking fund,
replacement fund, release, insurance, eminent domain or other moneys held
by the Trustee, at the respective special redemption prices, stated as
percentages of the called principal amount, set forth [IF APPLICABLE,
INSERT - in Column B] below:
If redeemed in
the respective
twelve months'
period beginning [Column A [Column B]
General Special
in each of the Redemption Redemption
following years Prices] Prices
<PAGE>
[Table to be completed as provided in the Certificate as to Form]
together in each case with accrued and unpaid interest to the date fixed
for redemption. [IF APPLICABLE, INSERT - ; provided, however, neither
this Bond nor any portion hereof shall be redeemed prior to ,
.]
If this Bond is called in whole or in part, and if provision has
been duly made for notice of such call and for payment as required in the
Indenture, thereafter this Bond, or such called part of the principal
amount hereof, shall cease to be secured by the lien of the Indenture, no
interest shall accrue on this Bond or such called part hereof on and
after the date fixed for redemption, and the Company after such date
shall be under no further liability in respect of the principal of or
premium, if any, or interest on this Bond or such called part hereof
(except as expressly provided in the Indenture); and if less than the
whole principal amount hereof shall be so called, the registered owner
hereof shall be entitled, in addition to the sums payable on account of
the part called, to receive, without expense to such owner, on surrender
at the principal corporate trust office of the Trustee of this Bond duly
endorsed or accompanied by a duly executed instrument of transfer, one or
more Series Y Bonds of the same original issue date and identical terms
and provisions, in fully registered form for an aggregate principal
amount equal to that part of the principal amount hereof not then called
and paid].
Payment of the principal of and premium, if any, on this Bond to the
registered owner hereof or upon his order and payment of the interest on this
Bond as hereinabove provided shall be a discharge of the Company, the Trustee,
and any paying agent in respect of such principal, premium or interest, as the
case may be.
As more fully provided in the Indenture, no recourse shall be had for the
payment of the principal of or premium, if any, or interest on this Bond
against any incorporator, stockholder, director, officer or agent, past,
present or future, as such, of the Company or of any predecessor or successor
corporation, either directly or through the Company or any such predecessor or
successor corporation, under any rule of law, statute or constitution or by
the enforcement of any assessment or otherwise, all such liability of
incorporators, stockholders, directors, officers and agents being waived and
released.
[End of Form of Series Y Bond]
AND WHEREAS all things necessary to make the initial issues of the Series
Y Bonds when executed by the Company and authenticated by the Trustee, and
delivered, all as in the Indenture provided, the legal, valid and binding
obligations of the Company according to their tenor, and to make this
Twentieth Supplemental Indenture a legal, valid and binding instrument
supplemental to and confirmatory of the Original Indenture enforceable in
accordance with its terms have been done and performed, and the execution and
delivery of the initial issues of Series Y Bonds and of this Twentieth
Supplemental Indenture have in all respects been duly authorized;
NOW THEREFORE, pursuant to and in execution of the powers, authorities
and obligations conferred, imposed and reserved in the Original Indenture, and
every other power, authority and obligation thereto appertaining and/or
<PAGE>
enabling, and in consideration of the premises and of the authentication,
purchase and acceptance of the initial issues of the Series Y Bonds, of the
sum of $10 duly paid to the Company by the Trustee, and of other good and
valuable considerations, receipt whereof upon the ensealing and delivery of
this Twentieth Supplemental Indenture the Company hereby acknowledges, and for
the purpose of confirming and supplementing the Original Indenture as
heretofore supplemented by means of this Twentieth Supplemental Indenture
hereby expressly stated to be supplemental to the Original Indenture, and in
order to secure equally the pro rata payment (except as in the Indenture
otherwise provided) of the principal of and premium, if any, and interest on
all of the Bonds at any time authenticated, issued and outstanding under the
Indenture, according to their tenor, purport and effect and the provisions of
the Indenture, and to secure the faithful performance and observance of all
the covenants, obligations, conditions and provisions therein and in the
Indenture contained, and in order to provide for the form, provisions and
issue of the Series Y Bonds;
THE COMPANY has given, granted, bargained, sold, warranted, pledged,
assigned, transferred, mortgaged and conveyed, and by these presents does
give, grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and
convey, unto the Trustee and its successors in the trusts thereby and hereby
created, and its and their assigns, all as provided in the Indenture, (i) all
and singular the property and rights and interests in property described in
the Original Indenture and the Prior Supplemental Indentures and thereby
given, granted, bargained, sold, warranted, pledged, assigned, transferred,
mortgaged and conveyed, or intended so to be (said descriptions in the
Original Indenture and the Prior Supplemental Indentures being hereby made a
part hereof to the same extent as if set forth herein at length), whether then
or now owned or thereafter or hereafter acquired, except such of said
properties or interests therein as may have been released by the Trustee or
sold or disposed of in whole or in part as permitted by the provisions of the
Indenture, and (ii) also, but without in any way limiting the generality of
the foregoing, all the right, title and interest of the Company in and to the
franchises, rights of way, licenses, permits, rights, interests, easements and
properties described in Schedule A hereto and in any instrument referred to in
said Schedule A;
SUBJECT, HOWEVER (i) as to all of the foregoing, to Permitted Liens, (ii)
as to the property specifically described or referred to in the Schedules A of
the Original Indenture, the Prior Supplemental Indentures, and this Twentieth
Supplemental Indenture, to the liens, charges, encumbrances, reservations,
exceptions, exclusions, restrictions, conditions, limitations, covenants and
interests described or referred to therein and herein and in any instrument
referred to in said Schedules A and (iii) as to all hereafter-acquired
property, to the provisions of the Original Indenture applicable to all
thereafter-acquired property, which are hereby made a part hereof to the same
extent as if set forth herein at length;
BUT SPECIFICALLY RESERVING AND EXCEPTING (as the same were reserved and
excepted from the lien of the Original Indenture) from this instrument and the
grant, conveyance, mortgage, transfer, pledge and assignment herein contained,
all right, title and interest of the Company, now owned or hereafter acquired,
in and to the properties and rights specified in subclauses (a) through (1) of
the granting clauses of the Original Indenture (on pages 11 and 12 thereof),
subject to the proviso (on said page 12) applicable thereto, all of which are
hereby made part hereof to the same extent as if set forth herein at length;
BUT RESERVING the rights as to property reserved, excepted and excluded,
and including, nevertheless, property hereafter conveyed or otherwise
<PAGE>
transferred, all as specified in the first two paragraphs of page 13 of the
Original Indenture, which are hereby made part hereof as if set forth herein
at length;
ALL OF THE FOREGOING, with all other property and rights and interests in
property intended to be hereby or by the Original Indenture and the Prior
Supplemental Indentures given, granted, bargained, sold, warranted, pledged,
assigned, transferred, mortgaged and conveyed, or at any time hereafter given,
granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged
and conveyed to and from time to time held by the Trustee upon the trusts
hereof and of the Original Indenture and the Prior Supplemental Indentures,
being herein generally called, collectively, the Trust Estate;
TO HAVE AND TO HOLD the Trust Estate, with all of the privileges and
appurtenances thereunto belonging, unto the Trustee, its successors in the
trusts hereof, and its and their assigns, to its and their own use, forever;
BUT IN TRUST, NEVERTHELESS, for the equal pro rata benefit, security and
protection (except as provided in Section 2.09 and 2.10 of the Original
Indenture, and except in so far as a sinking, replacement or analogous fund,
established in accordance with the provisions of the Indenture, may afford
particular security for Bonds of one or more series, and except independent
security as provided in Section 2.02 of the Original Indenture) of the bearers
and the registered owners of the Bonds from time to time authenticated, issued
and outstanding hereunder, and the bearers of the coupons appertaining
thereto, without (except as aforesaid) any preference, priority or distinction
whatever of any one Bond over any other Bond by reason of priority in the
issue, sale or negotiation thereof, or otherwise;
PROVIDED, HOWEVER, and these presents are upon the condition, that if the
Company shall pay or cause to be paid the principal of and premium, if any,
and interest on the Bonds at the times and in the manner therein and herein
provided, and shall keep, perform and observe all and singular the covenants,
agreements and provisions in the Bonds and in the Indenture expressed to be
kept, performed and observed by or on the part of the Company, then the
Indenture and the estate and rights thereby and hereby granted shall, pursuant
to the provisions of Article 15 of the Original Indenture, cease, determine
and be void, but otherwise shall be and remain in full force and effect.
The Company hereby declares that it holds and will hold and apply all
property described in (i) and (j) of the granting clauses of the Original
Indenture (on pages 11 and 12 thereof) as specifically reserved and excepted
upon the trusts herein set forth and as the Trustee (or any purchaser thereof
upon any sale thereof hereunder) shall for such purpose direct from time to
time, to the fullest extent permitted by law or in equity, as fully as if the
same could be and had been hereby granted, conveyed, mortgaged, transferred
and assigned to and vested in the Trustee.
And it is hereby covenanted, declared and agreed, upon the trusts and for
the purposes aforesaid, as set forth in the following covenants, agreements,
conditions and provisions, viz.:
ARTICLE I.
COVENANTS OF THE COMPANY
SECTION 1. The Company covenants that the Trust Estate specifically
described in the granting clauses of this Twentieth Supplemental Indenture and
Schedule A hereto and in any instrument referred to in Schedule A is now
<PAGE>
wholly free from and unencumbered by any defect, mortgage, pledge, charge or
other encumbrance or lien, of any kind, superior to or on a parity with the
lien of this Indenture, except only Permitted Liens and the liens, charges,
encumbrances, reservations, exceptions, exclusions, restrictions, conditions,
limitations, covenants and interests, if any, referred to in the granting
clauses and in Schedule A and in any instrument referred to in Schedule A.
The Company will duly and punctually remove, perform, pay and discharge, or if
it contests, will stay (and indemnify the Trustee from time to time to the
satisfaction of the Trustee against) the enforcement of, all obligations and
claims arising or to arise out of or in connection with each and all thereof
except Permitted Liens.
SECTION 2. The Company will not create or suffer any other mortgage,
pledge, charge or material encumbrance or lien, of any kind, superior to or on
a parity with the lien of the Indenture, upon any of the property included in
the Trust Estate, whether now owned or hereafter acquired, except only such as
are permitted under the provisions of Section 4.15(b) of the Original
Indenture.
SECTION 3. The Company covenants that it is lawfully seised in fee
simple of the real estate and is lawfully possessed of the other property and
rights described in the granting clauses of this Twentieth Supplemental
Indenture and in Schedule A hereto and in any instrument referred to in
Schedule A and has Title to, and full power and authority to give, grant,
bargain, sell, warrant, pledge, assign, transfer, mortgage and convey the
property, rights and interests hereby presently given, granted, bargained,
sold, warranted, pledged, assigned, transferred, mortgaged and conveyed or
purported or intended so to be, all subject only to Permitted Liens and to
liens, charges, encumbrances, reservations, exceptions, exclusions,
restrictions, conditions, limitations, covenants and interests, if any,
referred to in the granting clauses and in Schedule A and in any instrument
referred to in Schedule A; and the Company will warrant and defend its Title
to the property from time to time included in the Trust Estate, and every part
thereof, to the Trustee, against all claims and demands whatsoever of any
person and all persons claiming or to claim the same or any interest therein,
other than claims under Permitted Liens. The Company will keep this Twentieth
Supplemental Indenture and any other necessary documents at all times properly
filed and recorded, and refiled and rerecorded, in such manner and in such
places, and will do such other acts, as may be necessary or desirable to
establish and maintain the superior lien of the Indenture upon the Trust
Estate, and for the proper protection of the Trustee and the Bondholders. The
Company will also from time to time subject to the lien of the Indenture all
of its hereafter-acquired property which is included in the granting clauses
hereof or which the Company is required by any of the provisions of the
Indenture to subject to the lien thereof.
SECTION 4. The Company warrants that at the date of execution and
delivery of this Twentieth Supplemental Indenture the Company is not in
default in any respect under any of the provisions of the Indenture or of the
Outstanding Bonds, and covenants that it will perform and fulfill all the
terms, covenants and conditions of the Indenture to be performed and fulfilled
by the Company.
SECTION 5. The Company is duly organized and existing under the laws of
The Commonwealth of Massachusetts, and is duly authorized under all applicable
provisions of law to create the Series Y Bonds and to execute this Twentieth
Supplemental Indenture, and all corporate action on its part for the creation
and initial issue of the Series Y Bonds as herein provided, and for the
execution and delivery of the Twentieth Supplemental Indenture, has been duly
and effectively taken. This Twentieth Supplemental Indenture is and will be
<PAGE>
and the Series Y Bonds, when authenticated and delivered by the Trustee and
when duly issued by the Company, will be, in the hands of the holders thereof,
valid and binding obligations of the Company.
ARTICLE II.
PARTICULAR PROVISIONS OF THE SERIES Y BONDS
In addition to the provisions of the Indenture applicable by their terms,
the following provisions relating to the form and provisions of the Series Y
Bonds are hereby established as follows:
SECTION 1. The Series Y Bonds shall be issued from time to time upon
delivery to the Trustee of a certificate as to form signed by the President or
the Treasurer of the Company setting forth the matters described below.
Each issue of Series Y Bonds shall be designated by the year and the
sequence of its first issuance so as to distinguish it from all other issues.
Bonds of each such issue shall be identical in tenor and effect. The
certificates as to form shall designate, within such limits as may be from
time to time established by a Board Resolution, the designation and amount of
the issue, the date of maturity (which date shall be not less than nine months
nor more than thirty years from the original issue date of such issue of
Series Y Bonds), the interest rate, and the provisions for call and
redemption, if any, including any premium or premiums payable thereon.
The Series Y Bonds shall consist of fully registered Bonds without
coupons in denominations of $1,000 or any integral multiples thereof, with
distinguishing letters and/or numbers as may be determined by a certificate as
to form, and all as approved by the Trustee. The permanent Series Y Bonds and
Trustee's certificate shall be substantially in the forms hereinbefore
recited, with appropriate insertions, omissions, and variations approved by
the Trustee for the different issues and denominations. The permanent Series
Y Bonds shall be lithographed on steel engraved tints (or, (i) if so
authorized by the certificate as to form, engraved either fully or partially
in such manner as to meet the listing requirements of any securities exchange
on which such Series Y Bonds may at the time be listed or (ii) if so
authorized by the certificate as to form, printed, photocopied, or otherwise
reproduced in such manner as to meet the requirements of a depository with
which the Series Y Bonds may be placed).
The certificate as to form may also provide that ownership of any issue
of such Series Y Bonds shall be evidenced by one or more certificates placed
with a depository. If, after the initial issuance of an issue of the Series Y
Bonds which had been placed with a depository, the depository no longer holds
such issue of the Series Y Bonds, the Company may determine that ownership of
such Series Y Bonds shall be evidenced in the usual certificated form. No
provision of the certificate as to form with respect to matters referred to in
this paragraph shall be made applicable to the holder of a Bond or Bonds of
Series Y the original issue date of which is prior to the date of the
certificate as to form, except at the option of such holder.
SECTION 2. Each Series Y Bond shall bear interest, until payment of the
principal thereof has been made or duly provided for, at the rate per annum
specified in the certificate as to form for such Series Y Bond, payable
semiannually on May 1 and November 1 in each year, and (to the extent legally
enforceable) at the same rate per annum on any overdue installment of
interest.
<PAGE>
Each Series Y Bond shall be dated the date of its authentication and
delivery. Interest on each issue of Series Y Bonds shall be payable from the
interest payment date next preceding the date thereof to which interest has
been paid or duly provided for, unless the date thereof is an interest payment
date to which interest has been paid or duly provided for, in which case the
interest shall be payable from such date, or unless the date thereof is prior
to the first interest payment date for that issue, in which case the interest
shall be payable from the original issue date of such issue of Series Y Bonds.
All Series Y Bonds with an original issue date which is after the record date
for a particular interest payment date, but prior to such interest payment
date, shall bear interest from such original issue date, but payment of
interest shall commence on the second interest payment date succeeding said
original issue date.
The interest installment on any Series Y Bonds which is payable, and is
punctually paid or duly provided for, on any first day of May or November
shall be paid to the person in whose name that Bond (or one or more
Predecessor Bonds) is registered at the close of business on the relevant
regular record date, namely, April 15 or October 15 (whether or not a business
day) next preceding. However, any interest installment or portion thereof on
any Series Y Bond which is payable, but is not punctually paid or duly
provided for, on any first day of May or November (herein called Series Y
Defaulted Interest) shall forthwith cease to be payable to the registered
owner on the relevant regular record date.
Any Series Y Defaulted Interest may be paid by the Company, at its
election in each case, in either of the ways provided in clause (1) or (2)
below:
(1) The Company may elect to make payment of any Series Y
Defaulted Interest to the persons in whose names the Series Y Bonds (or
their Predecessor Bonds) are registered at the close of business on a
special record date for the payment of such Series Y Defaulted Interest,
which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Series Y Defaulted Interest
proposed to be paid on each Series Y Bond and the date of the proposed
payment which shall not be less than 45 days after the receipt by the
Trustee of such notice of the proposed payment, and at the same time the
Company shall deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Series Y
Defaulted Interest, or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the persons
entitled to such Series Y Defaulted Interest as in this clause (1)
provided. Thereupon the Trustee shall fix a special record date for the
payment of such Series Y Defaulted Interest which shall be not more than
fifteen days nor less than five days prior to the date of the proposed
payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Series Y Defaulted Interest
and the special record date therefor to be mailed, postage prepaid, to
each owner of Series Y Bonds, at his address on the bond register, not
less than fifteen days prior to such special record date. The Trustee
may, in its discretion, in the name and at the expense of the Company,
cause a similar notice to be published at least once in a newspaper or
newspapers printed in the English language, customarily published on each
business day, of general circulation in each city or place where interest
is payable, but such publication shall not be a condition precedent to
the establishment of such special record date. Notice of the proposed
payment of such Series Y Defaulted Interest and the special record date
<PAGE>
therefor having been mailed as aforesaid, such Series Y Defaulted
Interest shall be paid to the persons in whose names the Series Y Bonds
(or their Predecessor Bonds) are registered on such special record date
and shall no longer be payable pursuant to the following clause (2).
(2) The Company may make payment of any Series Y Defaulted
Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series Y Bonds may
at the time be listed, and upon such notice as may be required by such
exchange or, in the absence of any such requirement, upon such notice as
the Trustee shall require, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such payment
shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section 2, each Series Y Bond
delivered under this Indenture upon transfer of or exchange for or in lieu of
any other Series Y Bond of the same original issue date and identical terms
and provisions shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Series Y Bond of the same original
issue date and identical terms and provisions.
The principal of and the premium, if any, and interest on the Series Y
Bonds shall be payable in lawful money of the United States of America at the
principal corporate trust office of the Trustee in the City of Boston,
Massachusetts, and at such other places, if any, as may be required by any
securities exchange on which the Series Y Bonds may at the time be listed. At
the option of the Company, such interest may be paid by check payable to the
order of and mailed to the address of the person entitled thereto as the name
and address of such person shall appear on the bond register maintained
pursuant to Section 2.06 of the Original Indenture.
SECTION 3. The certificate as to form, as to an issue of Series Y Bonds,
shall provide whether such Series Y Bonds may be called, as a whole or in
part, and whether any part of the principal amount constituting $1,000 or any
integral multiple thereof may be called, at the option of the Company or
pursuant to any applicable provision of the Original Indenture or this
Twentieth Supplemental Indenture, for redemption at any time prior to
maturity, whether or not on an interest payment date, in each case upon notice
given as hereinafter provided, at the applicable redemption price, together in
each case with accrued and unpaid interest to the redemption date. The
certificate as to form, as to an issue of Series Y Bonds, may provide that
none of such Series Y Bonds shall be so called for a period of years from the
original issue date of such Bonds, as set forth in the certificate. The
applicable redemption prices shall be as set forth in the certificate as to
form.
The certificate as to form, as to an issue of Series Y Bonds, may provide
that none of such Series Y Bonds shall be redeemed prior to a stated date at
general redemption prices if such redemption is for the purpose or in
anticipation of refunding such Bonds, or any part thereof, through the use,
directly or indirectly, of funds borrowed by the Company at an effective
interest cost to the Company (computed in accordance with generally accepted
financial practice) of less than the effective interest cost to the Company of
such Bonds.
On redemption of an issue of Series Y Bonds the Trustee, in the name and
on behalf of the Company, shall mail, by first class postage prepaid, a notice
of redemption to each registered holder of a Bond to be redeemed (in whole or
in part) at the last address of such holder appearing on the bond register.
<PAGE>
Such notice shall be mailed not less than 30 days prior to the date fixed for
redemption and shall conform to the requirements of Section 5.02 of the
Original Indenture.
SECTION 4. The permitted aggregate principal amount of Series Y Bonds
which may be executed by the Company and authenticated by the Trustee shall
not be limited except as otherwise provided in the Indenture, and except that
the aggregate principal amount of Bonds authenticated, delivered or
outstanding at any time shall never in any event exceed the amount at that
time permitted by law.
SECTION 5. The additional charge provided for in Section 2.06(f) of the
Original Indenture is waived for the Series Y Bonds.
ARTICLE III.
CONCERNING THE TRUSTEE
SECTION 1. The Trustee accepts the trust, created by this Twentieth
Supplemental Indenture. The Trustee for the time being under the Original
Indenture shall ex officio be the Trustee under this Twentieth Supplemental
Indenture. The word "Trustee" wherever used herein shall be taken to apply to
the Trustee for the time being under the Original Indenture and hereunder.
The Trustee makes no representations as to the value of the Trust Estate or
any part thereof, or as to the Title of the Company thereto, or as to the
validity or adequacy of the security afforded thereby or by the Indenture, or
as to the validity of this Twentieth Supplemental Indenture or of the Series Y
Bonds. The Trustee shall not be taken impliedly to have waived hereby any
right which it would otherwise have had under the Indenture.
ARTICLE IV.
MISCELLANEOUS
SECTION 1. This Twentieth Supplemental Indenture shall become void when
the Original Indenture shall become void.
SECTION 2. This Twentieth Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Original Indenture and, as
provided in the Original Indenture, this Twentieth Supplemental Indenture
forms a part thereof. Except as herein expressly otherwise defined, the use
of terms and expressions herein is in accordance with the definitions, uses
and constructions contained in the Original Indenture as amended by the Prior
Supplemental Indentures.
SECTION 3. All the covenants and provisions of this Twentieth
Supplemental Indenture and the Series Y Bonds are for the sole and exclusive
benefit of the parties hereto and the holders of the Bonds, and no others
shall have any legal, equitable or other right, remedy or claim under or by
reason of this Twentieth Supplemental Indenture or the Series Y Bonds.
SECTION 4. The Trustee hereby approves the form of the permanent Series
Y Bonds and the forms for endorsement and authentication, all as hereinbefore
set forth, the form of this Twentieth Supplemental Indenture and the
designation of the Series Y Bonds.
SECTION 5. The date of this Twentieth Supplemental Indenture, to wit,
July 1, 1994, is intended as and for a date for reference and for
identification, the actual time of the execution hereof being the date set
forth in the testimonium clause hereof.
<PAGE>
SECTION 6. The Twentieth Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed an original; and such
counterparts shall constitute but one and the same instrument, which shall for
all purposes be sufficiently evidenced by any such original counterpart.
SECTION 7. The cover of this Twentieth Supplemental Indenture and all
article and descriptive headings, and the table of contents and marginal
notes, if any, are inserted for convenience only, and shall not affect any
construction or interpretation hereof.
<PAGE>
IN WITNESS WHEREOF, NEW ENGLAND POWER COMPANY has caused this Twentieth
Supplemental Indenture to be executed, and its corporate seal to be hereto
affixed, by its officers, being its agents, thereunto duly authorized, and
State Street Bank and Trust Company, Trustee has caused this Twentieth
Supplemental Indenture to be executed, and its corporate seal to be hereto
affixed, by its officers or employees, being its agents, thereunto duly
authorized, all as of the day and year first above written, but actually
executed on August 1, 1994.
NEW ENGLAND POWER COMPANY
By: John G. Cochrane
John G. Cochrane
Assistant Treasurer and Agent
Attest:
Robert King Wulff
Robert King Wulff [CORPORATE SEAL]
Clerk and Agent
Address: 25 Research Drive
Westborough, Massachusetts 01582
Signed, sealed and delivered on behalf
of New England Power Company in the
presence of:
Carol-Ann Feldman
John W. Burke
<PAGE>
STATE STREET BANK AND TRUST COMPANY,
[CORPORATE SEAL] Trustee
By: Daniel Golden
Daniel Golden
Assistant Vice President and Agent
Attest:
B. J. Curtis
B. J. Curtis
Assistant Vice President and Agent
Address: Corporate Trust Department
225 Franklin Street
Boston, Massachusetts 02110
Signed, sealed and delivered on behalf
of State Street Bank and Trust Company, Trustee
in the presence of:
David C. Tomlinson
Bess B. Gorman
<PAGE>
Schedule A
All and the same rights in land in Ware, Hampshire County, Massachusetts,
which were conveyed to New England Power Company by the following instruments:
WARE
Recorded with
Hampshire County
Registry of Deeds
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- ---------
Gary C. Moulton et ux Aug. 16, 1993 4309 109 P. 220
Clifford G. Harris et ux Sept. 23, 1993 4317 9 P. 226
All and the same land and rights in land in Millbury, Worcester County,
Massachusetts, which were conveyed to New England Power Company by the
following instruments:
MILLBURY
Recorded with
Worcester District
Registry of Deeds
Grantors Date Book Page Prop. No.
- -------- ---- ---- ---- ---------
Alexander G. Belisle
et ux [Fee] Feb. 3, 1994 16100 159 Gen. 7d
ALL OF THE LAND AND RIGHTS IN LAND HEREIN ABOVE REFERRED TO IN THIS "SCHEDULE
A" ARE CONVEYED SUBJECT TO ALL RESTRICTIONS, RESERVATIONS, EXCEPTIONS,
CONDITIONS AND AGREEMENTS SET FORTH OR REFERRED TO IN THE DEEDS HEREIN ABOVE
MENTIONED AND THE DEEDS THEREIN REFERRED TO INSOFAR AS THE SAME ARE NOW IN
FORCE AND APPLICABLE.
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 1st day of August, 1994, before me personally came John G.
Cochrane and Robert King Wulff, to me personally known, who being by me duly
sworn did depose and say that they reside in Hingham, Massachusetts and
Boston, Massachusetts respectively; that they are Assistant Treasurer and
Agent and Clerk and Agent, respectively, of New England Power Company, one of
the corporations described in and which executed the foregoing instrument;
that they know the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
board of directors of said corporation; and that they signed their names
thereto by like authority; and the said John G. Cochrane and Robert King Wulff
severally acknowledged said instrument to be their free act and deed and the
free act and deed of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial
seal at Boston, County of Suffolk, in The Commonwealth of Massachusetts, on
the day and year appearing next above.
[NOTARIAL SEAL]
Sally Ann Tracy
Sally Ann Tracy
Notary Public in and for
The Commonwealth of Massachusetts
My Commission expires: January 29, 1999
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
On this 1st day of August, 1994, before me personally came Daniel Golden
and B. J. Curtis, to me personally known, who being by me duly sworn did
depose and say that they reside in Newton, Massachusetts, and Arlington,
Massachusetts, respectively; that they are Assistant Vice President and Agent
and Assistant Vice President and Agent, respectively, of State Street Bank and
Trust Company, Trustee, one of the corporations described in and which
executed the foregoing instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the board of directors of said
corporation; and they signed their names thereto by like authority; and the
said Daniel Golden and B. J. Curtis severally acknowledged said instrument to
be their free act and deed and the free act and deed of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my notarial
seal at Boston, County of Suffolk, in The Commonwealth of Massachusetts, on
the day and year appearing next above.
Renee M. Kossuth
Renee M. Kossuth
Notary Public in and for
The Commonwealth of Massachusetts
My Commission expires: April 24, 1998
[NOTARIAL SEAL]
<PAGE>
ENDORSEMENT
State Street Bank and Trust Company, Trustee, being the mortgagee in the
foregoing Twentieth Supplemental Indenture, hereby consents to the cutting of
any timber standing upon any of the lands covered by the Original Indenture,
the Prior Supplemental Indentures or this Twentieth Supplemental Indenture and
to the sale of any such timber so cut and of any personal property covered by
said Original Indenture, the Prior Supplemental Indentures or this Twentieth
Supplemental Indenture, to the extent, but only to the extent, that such sale
is permitted under the provisions of the Original Indenture.
Dated: Boston, Massachusetts
August 1, 1994
STATE STREET BANK AND TRUST COMPANY,
Trustee
[CORPORATE SEAL]
By: Daniel Golden
Daniel Golden
Assistant Vice President and Agent
Attest:
B. J. Curtis
B. J. Curtis
Assistant Vice President and Agent
Signed, sealed and delivered on behalf
of State Street Bank and Trust Company, Trustee
in the presence of:
David C. Tomlinson
Bess B. Gorman
<PAGE>
AFFIDAVIT
We, the undersigned John G. Cochrane and Robert King Wulff, being
respectively Assistant Treasurer and Agent and Clerk and Agent of New England
Power Company, the mortgagor in the foregoing Twentieth Supplemental Indenture
(being an indenture of mortgage), and being the persons authorized by said
mortgagor to execute said instrument, and Daniel Golden and B. J. Curtis being
respectively Assistant Vice President and Agent and Assistant Vice President
and Agent of State Street Bank and Trust Company, Trustee, the mortgagee in
the foregoing Twentieth Supplemental Indenture, and being the persons
authorized by said mortgagee to execute and to receive on behalf of said State
Street Bank and Trust Company, the foregoing Twentieth Supplemental Indenture,
as Trustee, for the benefit of the holders of the Bonds therein referred to,
severally swear that the foregoing Twentieth Supplemental Indenture is made
for the purpose of securing the debt specified in the condition of the
Original Indenture referred to in said Twentieth Supplemental Indenture and
the Bonds issued and to be issued under said Original Indenture, the Prior
Supplemental Indentures thereto and said Twentieth Supplemental Indenture, and
the performance and observance of the agreements and conditions specified in
said Original Indenture, the Prior Supplemental Indentures thereto and said
Twentieth Supplemental Indenture, and for no other purpose whatever; that the
said existing debt was not created for the purpose of enabling the mortgagor
to execute said Original Indenture, the Prior Supplemental Indentures thereto
or said Twentieth Supplemental Indenture, but is a just debt, honestly due and
owing from the mortgagor to the holders thereof; that the said agreements are
valid, true and just obligations of the mortgagor; and that the Bonds
hereafter to be issued under said Original Indenture, the Prior Supplemental
Indentures thereto and said Twentieth Supplemental Indenture and other
expectant future obligations hereafter to arise thereunder and to be secured
thereby will be just obligations, honestly due and owing, when and as they are
issued or come into existence; and we, said Daniel Golden and B. J. Curtis on
behalf of said State Street Bank and Trust Company severally swear that said
State Street Bank and Trust Company, as Trustee, received said Original
Indenture, the Prior Supplemental Indentures thereto and said Twentieth
Supplemental Indenture in good faith for the purposes therein stated.
John G. Cochrane Daniel Golden
John G. Cochrane Daniel Golden
Robert King Wulff B. J. Curtis
Robert King Wulff B. J. Curtis
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF SUFFOLK )
Subscribed and sworn to by the said John G. Cochrane, Robert King Wulff,
Daniel Golden and B.J. Curtis this 1st day of August, 1994.
Before me,
[NOTARIAL SEAL] Sally Ann Tracy
Sally Ann Tracy
Notary Public in and for
The Commonwealth of Massachusetts
My Commission expires: January 29, 1999
<PAGE>
I, Robert King Wulff, Clerk of New England Power Company, a corporation
duly organized under the laws of The Commonwealth of Massachusetts and having
its principal place of business in Westborough, Massachusetts, hereby certify
that at a special meeting in lieu of the annual meeting of the stockholders of
said Company, duly called and held at 20 Turnpike Road, Westborough,
Massachusetts, May 19, 1978, by the affirmative action of at least a majority
of the Company's shares outstanding and entitled to vote thereon, upon motion
duly made and seconded, the following vote was duly passed:
VOTED: That the Board of Directors of the Company is authorized to vote to
mortgage all or substantially all of the Company's property,
including its franchises, in connection with the issue from time to
time of the Company's bonds and other actions under the Company's
General and Refunding Indenture and Deed of Trust and any
supplements thereto.
I further certify that at a special meeting of the Board of Directors of
said Company, duly called and held at 25 Research Drive, Westborough,
Massachusetts, on March 30, 1992, at which meeting a quorum was present and
acting throughout, by the affirmative action of all the directors present,
upon motions made and seconded, the following vote was duly passed:
VOTED: That this Company mortgage all or substantially all of its
property, including its franchises, in connection with the issue of
New G & R Bonds and other actions under the Company's General and
Refunding Mortgage Indenture and Deed of Trust, dated as of
January 1, 1977, and supplements thereto.
I further certify that at a special meeting of the Board of Directors of
said Company, duly called and held at 25 Research Drive, Westborough,
Massachusetts, on November 6, 1992, at which meeting a quorum was present and
acting throughout, by the affirmative action of all the directors present,
upon motions made and seconded, the following vote was duly passed:
VOTED: That this Company mortgage all or substantially all of its
property, including its franchises, in connection with the issue of
one or more series of additional General and Refunding Mortgage
Bonds in an aggregate principal amount not exceeding $100 million
(the New G & R Bonds) and other actions under the Company's General
and Refunding Mortgage Indenture and Deed of Trust, dated as of
January 1, 1977, and supplements thereto.
I further certify that by unanimous written consent of the Board of
Directors of said Company, on July 26, 1994, the following vote was duly
passed:
VOTED: That, for the purpose of providing for the additional G & R Bonds
voted by this Board on March 30, 1992, and November 6, 1992, and
for the issue from time to time of additional amounts of said Bonds
and the forms and provisions of said Bonds, and for the purpose of
securing the payment of the principal and interest on all G&R Bonds
at any time issued and to be issued and outstanding thereunder, the
President, any Vice President, the Treasurer, and any Assistant
Treasurer of the Company are severally authorized and directed as
agents of the Company, and in its name and on its behalf and as and
for its corporate act and deed, to enter into and execute, and to
affix the corporate seal of the Company to one or more supplemental
indentures, to be dated as of a date to be determined by the
officer of the Company, with State Street Bank and Trust Company,
as Trustee (hereinafter in this vote individually referred to as a
<PAGE>
G&R Supplemental Indenture), each G&R Supplemental Indenture to be
supplemental to the General and Refunding Mortgage Indenture and
Deed of Trust dated as January 1, 1977, and to be substantially in
the form as attached hereto as Exhibit "A", with appropriate
provisions relating to principal amount, maturity date, interest
rate, interest payment dates, and redemption and refunding
provisions, as well as other terms and conditions for the specific
series of the New G&R Bonds, within such limits as may be
established from time to time by this Board, and with such further
modifications as the officers executing each such G&R Supplemental
Indenture shall approve, such execution to be conclusive evidence
of such approval; provided, however, that the form of each G&R
Supplemental Indenture be in a form approved by the Trustee under
the G&R Indenture; that the Clerk or any Assistant Clerk of the
Company, as its agent, is authorized and directed to attest such
corporate seal so affixed; and that said officers executing each
G&R Supplemental Indenture are authorized and directed to sign,
acknowledge, deliver, and accept such G&R Supplemental Indenture in
as many counterparts as they or any one or more of them shall deem
advisable, and to cause the same to be filed and recorded and
refiled and rerecorded as they or any one or more of them shall
deem advisable.
And I further certify that, as appears from the records of said Company,
John G. Cochrane is Assistant Treasurer of said Company, being duly authorized
to execute in the name and on behalf of said Company the foregoing Twentieth
Supplemental Indenture, dated as of July 1, 1994, and I am the Clerk of said
Company, duly authorized to attest the ensealing of said Twentieth
Supplemental Indenture; that the foregoing Twentieth Supplemental Indenture,
to which this certificate is attached, is substantially in the form presented
to and approved at said directors meeting, with such modifications as have
been approved (as authorized at said meeting) by the Assistant Treasurer of
the Company executing the said Twentieth Supplemental Indenture; that the
foregoing is a true and correct copy of the votes passed at the meetings as
recorded in the records of said Company; and that, except as set forth above,
said votes remain in full force and effect without alteration.
IN WITNESS WHEREOF I have hereunto subscribed my name as Clerk and have
caused the corporate seal of this Company to be hereunto affixed this 1st day
of August, 1994.
Robert King Wulff
Robert King Wulff
Clerk of
NEW ENGLAND POWER COMPANY
[CORPORATE SEAL]
<PAGE>
RECORDING NOTE
The General and Refunding Mortgage Indenture and Deed of Trust dated as
of January 1, 1977, the First through Twentieth Supplemental Indentures dated
as of July 1, 1978, March 15, 1980, November 1, 1981, June 1, 1982, January
15, 1983, September 15, 1983, November 15, 1983, December 1, 1983, October 15,
1985, April 1, 1986, June 1, 1986, August 1, 1988, April 1, 1989, November 1,
1990, June 15, 1991, August 1, 1992, October 1, 1992, January 1, 1993, August
1, 1993, and July 1, 1994, respectively, between New England Power Company and
State Street Bank and Trust Company (successor to Bank of New England,
National Association formerly New England Merchants National Bank) Trustee,
have been duly filed for record and recorded as follows:
In the following Registries of Deeds in The Commonwealth of
Massachusetts:
BERKSHIRE NORTH DISTRICT DEEDS
BRISTOL FALL RIVER DISTRICT DEEDS
BRISTOL NORTH DISTRICT DEEDS
ESSEX NORTH DISTRICT DEEDS
ESSEX SOUTH DISTRICT DEEDS
FRANKLIN REGISTRY OF DEEDS
HAMPDEN REGISTRY OF DEEDS
HAMPSHIRE REGISTRY OF DEEDS
MIDDLESEX NORTH DISTRICT DEEDS
MIDDLESEX SOUTH DISTRICT DEEDS
NORFOLK REGISTRY OF DEEDS
SUFFOLK REGISTRY OF DEEDS
WORCESTER DISTRICT DEEDS
WORCESTER NORTH DISTRICT DEEDS
In the following Land Court Registration Districts in The
Commonwealth of Massachusetts:
NORTHERN REGISTRY DISTRICT OF BERKSHIRE COUNTY
NORTHERN REGISTRY DISTRICT OF BRISTOL COUNTY
FALL RIVER REGISTRY DISTRICT OF BRISTOL COUNTY
NORTHERN REGISTRY DISTRICT OF ESSEX COUNTY
SOUTHERN REGISTRY DISTRICT OF ESSEX COUNTY
FRANKLIN COUNTY DISTRICT
HAMPDEN COUNTY DISTRICT
HAMPSHIRE COUNTY DISTRICT
NORTH REGISTRY DISTRICT OF MIDDLESEX COUNTY
SOUTH REGISTRY DISTRICT OF MIDDLESEX COUNTY
NORFOLK COUNTY DISTRICT
SUFFOLK COUNTY DISTRICT
WORCESTER REGISTRY DISTRICT OF WORCESTER COUNTY
<PAGE>
In the following Registries of Deeds in the State of New Hampshire:
CHESHIRE COUNTY HILLSBOROUGH COUNTY
COOS COUNTY MERRIMACK COUNTY
GRAFTON COUNTY ROCKINGHAM COUNTY
SULLIVAN COUNTY
In the office of the Vermont Secretary of State and in the Land
Records of the Clerks of the following towns, all in the State of
Vermont:
BARNET READSBORO
BRADFORD ROCKINGHAM
BRATTLEBORO SEARSBURG
CONCORD SOMERSET
DUMMERSTON SPRINGFIELD
FAIRLEE STAMFORD
GUILFORD STRATTON
HARTFORD THETFORD
HARTLAND VERNON
LUNENBURG WATERFORD
NEWBURY WEATHERSFIELD
NORTON WESTMINSTER
NORWICH WHITINGHAM
POWNAL WILMINGTON
PUTNEY WINDSOR
In the office of the Connecticut Secretary of State and either
certificates of mortgage or Supplemental Indentures in the Land Records
of the Towns of Waterford and Berlin, Connecticut.
In the Land Records of the Clerks of the Towns of Charlestown and
Westerly, and the City of Providence, Rhode Island.
In the Cumberland County Registry of Deeds in the State of Maine.
Financing statements have been filed and recorded with reference
thereto in the office of the Massachusetts Secretary of State, in each of
the above Registries of Deeds and Land Court Registration Districts in
Massachusetts, in the office of the New Hampshire Secretary of State and
in each of the above Registries of Deeds in New Hampshire, in the office
of the Rhode Island Secretary of State and in each of the above Land
Records of the above Towns in Rhode Island, in the office of the Maine
Secretary of State and in the above Registry of Deeds in Maine.
<PAGE>
EXHIBIT (10)(c)
AMENDMENT REVISING
THE
CONNECTICUT YANKEE TRANSMISSION AGREEMENT
THIS AMENDMENT, dated as of this 19th day of January, 1994 is
entered into by the signatories hereto for the purpose of
amending the Connecticut Yankee Transmission Agreement dated as
of October 1, 1964 (the "CY Agreement") and revising the
appendices to the CY Agreement, as previously amended and revised
as of July 1, 1979.
WHEREAS, changes have occurred in the interconnected
transmission systems in the region and, consequently, in the
transmission responsibilities of the parties to the CY Agreement,
and
WHEREAS, The Hartford Electric Light Company has merged into
The Connecticut Light and Power Company, and
WHEREAS, The New Bedford Gas and Edison Light Company has
changed its corporate name to the Commonwealth Electric Company,
and
WHEREAS, Commonwealth Electric Company is presently
transmitting power generated by the Connecticut Yankee nuclear
unit to stockholders of that unit and is desirous of becoming a
party to the CY Agreement, and
WHEREAS, Maine Electric Power Company is presently
transmitting power generated by the Connecticut Yankee nuclear
unit to stockholders of that unit and is desirous of becoming a
party to the CY Agreement, and
<PAGE>
WHEREAS, the signatories except the Central Vermont Public
Service Corporation and The United Illuminating Company are also
parties to the transmission agreements relating to transmission
of power from the Maine Yankee nuclear unit (the "Maine Yankee
Transmission Agreement"), and from the Vermont Yankee nuclear
unit (the "Vermont Yankee Transmission Agreement"), and
WHEREAS, the signatories have determined that it is
appropriate to amend and revise the CY Agreement, and
WHEREAS, this Amendment has been negotiated by the
signatories as a comprehensive, integrated resolution of
outstanding issues pertaining to the Connecticut Yankee
Transmission Agreement, Maine Yankee Transmission Agreement and
the Vermont Yankee Transmission Agreement;
NOW, THEREFORE, the signatories hereby agree as follows:
SECTION 1. AMENDMENTS TO PREAMBLE OF THE CY AGREEMENT
- ---------- ------------------------------------------
A. In order to reflect (1) the addition of Maine Electric
Power Company as a party to the CY Agreement, (2) the
merger of The Hartford Electric Light Company into The
Connecticut Light and Power Company, (3) the change of
name of New Bedford Gas and Edison Light Company into
Commonwealth Electric Company, and (4) the payment of
transmission charges by only those parties who receive
transmission service under the CY Agreement, the
preamble to the CY Agreement is amended as follows:
CONNECTICUT YANKEE TRANSMISSION AGREEMENT, dated as
of October 1, 1964, between The Connecticut Light and
Power Company, New England Power Company, Boston Edison
Company, The United Illuminating Company, Western
Massachusetts
<PAGE>
Electric Company, Central Maine Power Company, Public Service
Company of New Hampshire, Montaup Electric Company, Cambridge
Electric Light Company, Central Vermont Public Service
Corporation, Vermont Electric Power Company, Inc., Commonwealth
Electric Company, and Maine Electric Power Company.
Connecticut Yankee Atomic Power Company
("Connecticut Yankee") is constructing a nuclear
electric generating unit at a site adjacent to the
Connecticut River at Haddam Neck, Connecticut. The unit
has been designed to have an initial electrical capacity
of approximately 490 emw gross and 463 emw net, and is
presently scheduled for commercial operation on or
before October 1, 1967.
The parties to this agreement except for Vermont
Electric Power, Inc., Commonwealth Electric Company and
Maine Electric Power Company are stockholders of
Connecticut Yankee, and by separate power contracts
dated as of July 1, 1964 have contracted to purchase the
entire net electrical capacity and output of the
Connecticut Yankee unit in the following percentages:
The Connecticut Light and Power Company . . . . . .34.5%
New England Power Company . . . . . . . . . . . . .15.0%
Boston Edison Company . . . . . . . . . . . . . . . 9.5%
The United Illuminating Company . . . . . . . . . . 9.5%
Western Massachusetts Electric Power . . . . . . . 9.5%
Central Maine Power Company . . . . . . . . . . . . 6.0%
Public Service Company of New Hampshire . . . . . . 5.0%
Montaup Electric Company . . . . . . . . . . . . . 4.5%
Cambridge Electric Light Company. . . . . . . . . . 4.5%
Central Vermont Public Service Corporation . . . . 2.0%
-----
100.0%
Vermont Electric Power Company, Inc., Commonwealth
Electric Company and Maine Electric Power Company are not
stockholders of Connecticut Yankee, but transmit Connecticut
Yankee power over their systems to such stockholders and are
deemed to be parties to this agreement.
Deliveries under the Connecticut Yankee power contracts
will be made at the site at a nominal voltage of 345 kV.
This agreement provides for transmission of the power
purchased by the Connecticut Yankee stockholders over the
interconnected facilities of the parties for delivery to the
<PAGE>
individual systems of the stockholders of Connecticut Yankee
who have a common interest in the Connecticut Yankee Unit.
It is the intent of the parties that a uniform transmission
charge shall be payable for each kilowatt of Connecticut
Yankee capacity by each party for whom transmission services
are rendered, and that the changes so assessed shall be paid
to the transmitting parties in proportion to their respective
transmission responsibilities.
SECTION 2. AMENDMENTS TO OTHER PROVISIONS OF THE CY AGREEMENT
- ---------- --------------------------------------------------
A. The first sentence of the first paragraph of Section
4 of the CY Agreement is amended to read as follows:
Each party for whom transmission services are
rendered pursuant to this agreement (as shown on
Appendix C, as amended from time to time) shall pay a
transmission charge at the annual rate of $3.09 per
kilowatt of its capacity entitlement under the
Connecticut Yankee power contracts.
B. The third paragraph of Section 4 of the CY Agreement is
amended by adding a third sentence that reads as
follows:
The methodology of determining receipts shall be
based on the kilowatt-miles of transmission capacity
made available by a transmitting party.
C. The CY Agreement is amended by adding new Sections 10
and 11, as follows:
10. Right of Transmitting Parties to Change Rate
Schedules.
---------------------------------------------
Each transmitting party reserves the right to submit
for filing without the concurrence of any other party
other rate schedules modifying or superseding this
Agreement, subject to Section 11 below, and each party
reserves the right to object to such rate schedules.
Any changes to transmission charges proposed by The
Connecticut Light and Power Company shall be based on
the methodology used to determine the transmission
charges under the Amendment to the Maine Yankee
Transmission
<PAGE>
Agreement dated January 19, 1994 and the Amendment to the Vermont
Yankee Transmission Agreement, dated January 19, 1994. The
assumptions and methods used to determine the transmission
responsibilities of the parties as shown in Appendix A, does not
set a precedent for redetermination of such responsibilities
under any future Amendments to the CY Agreement.
11. Moratorium on Changes to Assumptions and Methods.
-------------------------------------------------
None of the parties shall seek an effective date
prior to the expiration of three (3) years from the
effective date of this Amendment, for any changes to the
transmission charge, distribution of revenues,
assumptions and methods or appendices specified in the
CY Agreement as amended hereby. All parties hereby
reserve their rights, individually and jointly, to
protest, support or otherwise intervene in any
proceeding involving a change in the transmission
charge, distribution of revenues, assumptions and
methods or appendices of the CY Agreement or this
Amendment.
SECTION 3. REVISION OF APPENDICES
- ---------- -----------------------
A. Appendix A, Appendix B and Appendix C shall be
deleted in their entirety and replaced with the attached
revisions.
SECTION 4. EFFECTIVENESS OF AMENDMENT
- --------- --------------------------
A. This Amendment shall become effective on such later
date as the Federal Energy Regulatory Commission shall
permit the last of the Amendments to the Connecticut
Yankee Transmission Agreement dated January 19, 1994,
Maine Yankee Transmission Agreement dated January 19,
1994 or the Vermont Yankee Transmission Agreement dated
January 19, 1994 to become effective.
<PAGE>
SECTION 5. COUNTERPARTS
- --------- ------------
A. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but
all of which together shall constitute one and the same
instrument. It shall not be a condition to the
effectiveness of this Amendment that each of the parties
has executed the same or different counterparts.
SECTION 6. INTERDEPENDENCIES
- ---------- ------------------
A. The terms of this Amendment have resulted from
negotiations over transmission agreements relative to
the Connecticut Yankee, Maine Yankee and Vermont Yankee
nuclear units. The parties to this Amendment to the CY
Agreement agree that the provisions hereof are not
severable from the Amendment to the MY Transmission
Agreement dated January 19, 1994 and from the Amendment
to the VY Transmission Agreement dated January 19, 1994
and agree to support these Amendments in their entirety.
This Amendment is expressly conditioned upon
acceptance by the Federal Energy Regulatory Commission
of all provisions hereof, the Amendment to the MY
Transmission Agreement dated January 19, 1994 and the
Amendment to the VY Transmission Agreement dated January
19, 1994, without change or condition. In the event the
Federal Energy Regulatory Commission does not by order
accept these Amendments in their entirety, this
Amendment shall be deemed to be null and void, unless
otherwise agreed by all parties.
<PAGE>
IN WITNESS WHEREOF, the signatories have executed this
Amendment by their respective duly authorized officers, as of
this 19th day of January, 1994.
Boston Edison Company
By ___________________________
Title:
Cambridge Electric Light Company
By ___________________________
Title:
Central Maine Power Company
By ___________________________
Title:
Central Vermont Public Service Corporation
By ___________________________
Title:
Commonwealth Electric Company
By ___________________________
Title:
The Connecticut Light & Power Company
By ___________________________
Title:
<PAGE>
Maine Electric Power Company
By ___________________________
Title:
Montaup Electric Company
By ___________________________
Title:
New England Power Company
By ___________________________
Title:
Public Service Company of New Hampshire
By _____________________________________
Title:
The United Illuminating Company
By ___________________________
Title:
Vermont Electric Power Company, Inc.
By _________________________________
Title:
<PAGE>
Western Massachusetts Electric Company
By ____________________________________
Title:
<PAGE>
APPENDIX A
CONNECTICUT YANKEE TRANSMISSION AGREEMENT
Revised Transmission Responsibilities Of The Parties
Transmitting Party (1) %
--------------------- ----
CL&P................................ 50.76
UI.................................. .12
WMECO............................... 9.61
NEPCO............................... 17.54
BECO................................ 9.14
CMP................................. .08
PSNH................................ 8.88
Montaup............................. 2.44
CEC................................ .82
VELCO.............................. .48
MEPCO.............................. .13
-------
Total... 100.00
Notes:
1. CL&P = The Connecticut Light & Power Company
UI = The United Illuminating Company
WMECO = Western Massachusetts Electric Company
NEPCO = New England Power Company
BECO = Boston Edison Company
CMP = Central Maine Power Company
PSNH = Public Service Company of New
Hampshire
Montaup = Montaup Electric Company
<PAGE>
CEC = Commonwealth Electric Company
Velco = Vermont Electric Power Company, Inc.
Mepco = Maine Electric Power Company
<PAGE>
EXHIBIT(10)(e)(v)
CONFORMED COPY
______________________________________________________________
U.S. $225,000,000
CREDIT AGREEMENT
Dated as of April 13, 1995
Among
NEW ENGLAND ENERGY INCORPORATED
as Borrower
THE BANKS NAMED HEREIN
and
CREDIT SUISSE
as Administrative Agent and Arranger
_________________________________________________
<PAGE>
NEW ENGLAND ENERGY INCORPORATED, a Massachusetts
corporation (the "Borrower"), the Banks (as hereinafter
defined) and CREDIT SUISSE ("Credit Suisse"), as
administrative agent and arranger (the "Agent") for the Banks
hereunder, agree as follows:
PRELIMINARY STATEMENT
The Borrower has requested the Banks to provide to the
Borrower a committed reducing revolving credit facility in the
maximum principal amount of $225,000,000, to be advanced by, and
repaid to, the Banks ratably in accordance with their respective
commitments. In addition, the Borrower has requested the Agent
to establish, and the Banks to participate in, a program whereby
the Borrower could solicit, on a competitive bid basis,
non-ratable advances from the Banks aggregating all or part of
the unused portion of the committed facility. The Borrower has
arranged for advances to benefit from the Borrower's financial
arrangements with either New England Power Company ("NEP") or New
England Electric System ("NEES"). The Banks and the Agent are
agreeable to the Borrower's requests on the terms and conditions
set forth herein.
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01 Certain Defined Terms. As used in this Agreement,
the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural
forms of the terms defined):
"Acknowledgments" means the NEP Acknowledgment and the
NEES Acknowledgment.
"Advance" means a Committed Advance or a Competitive
Advance.
"Alternate Base Rate" means, for any Interest Period or
any other period, a fluctuating interest rate per annum as
shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of:
(a) the base commercial lending rate announced from time to
time by Credit Suisse, New York Branch; and
(b) the rate quoted by Credit Suisse, New York Branch, at
approximately 11:00 a.m. New York City time, to dealers
in the New York Federal Funds Market for the overnight
offering of dollars by Credit Suisse, New York Branch,
for deposit, plus one-half of one percent (1/2%).
<PAGE>
Each change in the Alternate Base Rate shall take effect
simultaneously with any change in such base rate or quoted
rate (as the case may be).
"Amortization Date" means the anniversary of the Closing
Date occurring in each year, commencing with the first
anniversary date (being the initial Amortization Date) and
ending on the anniversary date occurring in 2002 or, if the
Termination Date shall have been extended in accordance with
Section 2.18 hereof, the anniversary date occurring in 2003
(being the final Amortization Date).
"Ancillary Agreements" means the Fuel Purchase Contract,
the Capital Funds Agreement, the Capital Maintenance
Agreement and the Loan Agreement.
"Applicable Lending Office" means, with respect to each
Bank, such Bank's Domestic Lending Office in the case of a
Base Rate Advance and such Bank's Eurodollar Lending Office
in the case of a Eurodollar Rate Advance and, in the case of
a Competitive Advance, the office of such Bank notified by
such Bank to the Agent as its Applicable Lending Office with
respect to such Competitive Advance.
"Applicable Eurodollar Margin" means, on any day and for
any Eurodollar Rate Advance, the respective interest rate per
annum specified below under the column corresponding to the
lowest rating assigned by Moody's or S&P (i) to the senior
secured long-term public debt of NEP or (ii) if the CMA
Conversion Date has occurred and NEES has issued senior long-
term debt, to such debt:
S & P AA+ or AA or higher A or BBB or BBB- or
higher higher higher lower
Moody's Aa1 or Aa2 or higher A2 or Baa2 or Baa3 or
higher higher higher lower
13% 17% .235% .285% .375%
"Applicable Rate" means:
(i) for each Base Rate Advance, the Alternate Base
Rate;
(ii) for each Eurodollar Rate Advance, the sum of
the Eurodollar Rate for such Advance plus the
<PAGE>
Applicable Eurodollar Margin; and
(iii) for each Competitive Advance, the rate of
interest specified therefor by the Bank making
such Competitive Advance in its notice with
respect thereto delivered pursuant to Section
2.03(ii) hereof.
Each change in the Applicable Rate shall take effect
simultaneously with the corresponding change in the
Alternate Base Rate (in the case of a Base Rate Advance) and
in the Applicable Eurodollar Margin (in the case of all
Eurodollar Rate Advances).
"Banks" means the Banks listed on the signature pages
hereof and each Person that shall become a party hereto
pursuant to Section 8.07.
"Bank Assignment" means an assignment and acceptance
entered into by an assigning Bank and an assignee Bank, and
accepted by the Agent, in accordance with Section 8.07 and
in substantially the form of Exhibit 8.07 hereto.
"Base Rate Advance" means a Committed Advance which, in
accordance with Article II hereof, is selected by the
Borrower to bear interest, or otherwise is provided to bear
interest, computed by reference to the Alternate Base Rate.
"Borrowing" means a Committed Borrowing or a
Competitive Borrowing.
"Business Day" means a day of the year on which banks
are not required or authorized to close in New York City
and, if the applicable Business Day relates to any
Eurodollar Rate Advances, on which dealings are carried on
in the London interbank market.
"Capital Funds Agreement" means that certain Capital
Funds Agreement dated November 1, 1974, between the Borrower
and NEES, as amended by Amendment No. 1 thereto dated as of
July 1, 1976, Amendment No. 2 thereto dated as of July 26,
1979, Amendment No. 3 thereto dated as of August 26, 1981,
Amendment No. 4 thereto dated as of March 26, 1985,
Amendment No. 5 thereto dated as of April 28, 1989,
Amendment No. 6 thereto dated as of June 1, 1990, and
Amendment No. 7 thereto in substantially the form of Exhibit
1.01A hereto.
"Capital Maintenance Agreement" means that certain
Capital Maintenance Agreement dated as of November 15, 1985,
<PAGE>
between the Borrower and NEES, as amended by Amendment No. 1
thereto dated as of April 28, 1989, and Amendment No. 2
thereto in substantially the form of Exhibit 1.01B hereto.
"Closing Date" means the date upon which each of the
conditions precedent enumerated in Section 3.01 have been
fulfilled to the satisfaction of the Agent.
"CMA Advances" means CMA Committed Advances and CMA
Competitive Advances.
"CMA Assignment" means an Assignment of the Capital
Maintenance Agreement in substantially the form of Exhibit
1.01C hereto.
"CMA Borrowing Base" means, as of any date, an amount
equal to the least of:
(i) $225,000,000, less an amount equal to the
aggregate of all reductions of the principal amounts
due under the CMA Committed Notes and the CMA
Competitive Notes as a result of payments made to the
Agent by NEES pursuant to Sections 1(a) or (b) of the
Capital Maintenance Agreement;
(ii) the Commitment on such date; and
(iii) 100% of CMA Recapturable Costs.
"CMA Borrowings" means the CMA Committed Borrowings and
the CMA Competitive Borrowings.
"CMA Committed Advance" means an advance by a Bank to
the Borrower made on or after the CMA Conversion Date as
part of a CMA Committed Borrowing (including each FPC
Committed Advance which is converted to a CMA Committed
Advance in accordance with Section 2.16), and refers to a
Base Rate Advance or a Eurodollar Rate Advance, each of
which shall be a "Type" of CMA Committed Advance. The Type
of CMA Committed Advance may change from time to time as and
when such Advance is Converted. For purposes of this
Agreement, all CMA Committed Advances of a Bank (or portions
thereof) made of, or Converted into, the same Type and
Interest Period on the same day shall be deemed to be a
single Advance by such Bank until repaid or next Converted.
"CMA Committed Borrowing" means a borrowing consisting
of CMA Committed Advances of the same Type and Interest
Period and made or Converted by each of the Banks on the
same day,
<PAGE>
ratably in accordance with each such Bank's Percentage of
the Commitment. For purposes of this Agreement, all CMA
Committed Advances made of, or Converted into, the same Type
and Interest Period on the same day shall be deemed a single
CMA Committed Borrowing hereunder until repaid or next
Converted.
"CMA Competitive Advance" means an advance by a Bank to
the Borrower made on or after the CMA Conversion Date as
part of a CMA Competitive Borrowing resulting from the
competitive bidding procedure described in Section 2.03 and,
each FPC Competitive Advance which is converted to a CMA
Competitive Advance in accordance with Section 2.16.
"CMA Competitive Borrowing" means a borrowing
consisting of CMA Competitive Advances made on the same day
by each of the Banks whose offer to make one or more CMA
Competitive Advances as part of such Borrowing has been
accepted by the Borrower under the auction bidding procedure
described in Section 2.03.
"CMA Competitive Note" means a promissory note of the
Borrower payable to the order of a Bank, in substantially
the form of Exhibit A-2-CMA hereto, evidencing the
indebtedness of the Borrower to such Bank resulting from CMA
Competitive Advances made by such Bank.
"CMA Conversion Date" means the date upon which the
Fuel Purchase Contract is terminated and all outstanding FPC
Committed Advances are converted to CMA Committed Advances
in accordance with Section 2.16.
"CMA Recapturable Costs" means, as of any date, the sum
of (a) capitalized costs of Hydrocarbon Properties as
reflected on the most recent balance sheet of the Borrower,
less (b) accumulated amortization of such Hydrocarbon
Properties, each as reflected in the most recent Rule 24
Report delivered by the Borrower pursuant to Section 5.03(d)
hereof or certificate delivered pursuant to Section 3.02(b)
hereof. All capitalized costs included in the determination
of CMA Recapturable Costs shall, in any case, include
adjustments resulting from the application of the cost
center ceiling test pursuant to the rules of the SEC
applicable to oil and gas producing companies using the full
cost method, as such rules are in effect on the date hereof.
"Collateral" means all property which is subject or is
to become subject to the security interest granted by any of
the Collateral Assignments.
<PAGE>
"Collateral Assignments" means the NEES Assignment, the
NEP Assignment and the CMA Assignment.
"Commitment" means the sum of $225,000,000, as such sum
may be reduced or terminated from time to time in accordance
with Section 2.06, 2.18 or Article VI hereof.
"Commitment Reduction Amount" means an amount equal on
each day to the aggregate outstanding principal amount of
all Competitive Advances on such day (after giving effect to
any prepayments, repayments and Borrowings to be made on
such day).
"Committed Advances" means FPC Committed Advances and
CMA Committed Advances.
"Committed Borrowings" means FPC Committed Borrowings
and CMA Committed Borrowings.
"Committed Note" means a promissory note of the
Borrower payable to the order of any Bank, in substantially
the form of Exhibit A-1 hereto, evidencing the aggregate
indebtedness of the Borrower to such Bank resulting from the
Committed Advances made by such Bank.
"Competitive Advances" means FPC Competitive Advances
and CMA Competitive Advances.
"Competitive Borrowings" means FPC Competitive
Borrowings and CMA Competitive Borrowings.
"Conversion", "Convert", or "Converted" each refers to
a conversion of Committed Advances pursuant to
Section 2.02(b), including but not limited to any selection
of a longer or shorter Interest Period to be applicable to
such Advances.
"Domestic Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Domestic Lending Office" opposite its name on Schedule I
hereto or such other office or affiliate of such Bank as
such Bank may from time to time specify to the Borrower and
the Agent.
"Domestic Reserve Percentage" means, on any day and for
all Advances comprising part of the same Borrowing, the
reserve percentage applicable on such day under regulations
issued from time to time by the Board of Governors of the
Federal Reserve System (or any successor) for determining
the maximum reserve requirement (including, but not limited
to,
<PAGE>
any emergency, supplemental or other marginal reserve
requirement) for a member bank of the Federal Reserve System
in New York City with deposits exceeding one billion dollars
with respect to liabilities consisting of or including
(among other liabilities) U.S. dollar nonpersonal time
deposits in the United States with a maturity equal to the
maturity of such Advance.
"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
"ERISA Affiliate" of a person or entity means any trade
or business (whether or not incorporated) which is a member
of a group of which such person or entity is a member and
which is under common control with such person or entity
within the meaning of Section 414 of the Internal Revenue
Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.
"ERISA Plan" means an employee benefit plan, other than
a Multiemployer Plan, maintained for employees of any person
or entity or any ERISA Affiliate of such person or entity
and subject to Title IV of ERISA.
"Eurocurrency Liabilities" has the meaning assigned to
that term in Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
"Eurodollar Lending Office" means, with respect to any
Bank, the office or affiliate of such Bank specified as its
"Eurodollar Lending Office" opposite its name on Schedule I
hereto (or, if no such office is specified, its Domestic
Lending Office) or such other office or affiliate of such
Bank as such Bank may from time to time specify to the
Borrower and the Agent.
"Eurodollar Rate" means, for the Interest Period for
each Eurodollar Rate Advance comprising part of the same
Committed Borrowing, an interest rate per annum equal to the
average (rounded upward, if necessary, to the next higher of
1/16 of 1% per annum) of the respective rates per annum at
which deposits in U.S. dollars are offered to the Reference
Banks in the London interbank market at approximately 11:00
A.M. (London time) two Business Days before the first day of
such Interest Period in an amount approximately equal to the
principal amount of such Reference Bank's Eurodollar Rate
Advance comprising part of such Committed Borrowing and for
a period of time comparable to such Interest Period. The
Eurodollar Rate for the Interest Period for each Eurodollar
<PAGE>
Rate Advance comprising part of the same Committed Borrowing
shall be determined by the Agent on the basis of applicable
rates furnished to and received by the Agent from the
Reference Banks two Business Days before the first day of
such Interest Period, subject, however, to the provisions of
Section 2.10.
"Eurodollar Rate Advance" means a Committed Advance
which, in accordance with Article II hereof, is selected by
the Borrower to bear interest computed by reference to the
Eurodollar Rate.
"Eurodollar Rate Reserve Percentage" of any Bank for
the Interest Period for any Eurodollar Rate Advance means
the reserve percentage applicable during such Interest
Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those
days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued
from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the
maximum reserve requirement (including, without limitation,
any emergency, supplemental or other marginal reserve
requirement) for such Bank with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.
"Events of Default" has the meaning specified in
Section 6.01.
"Existing Agreement" means the $400,000,000 Credit
Agreement dated as of April 28, 1989, among the Borrower,
certain banks parties thereto and Citibank, N.A., as agent.
"Federal Funds Rate" means, for any period, a
fluctuating interest rate per annum equal for each day
during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average
of the quotations for such day on such transactions received
by the Agent from three Federal funds brokers of recognized
standing selected by it.
"FERC Settlement" means the settlement dated June 3,
1988 as approved by order of the Federal Energy Regulatory
Commission on September 20, 1988 (Docket Nos. ER86-687-001
and ER86-688-001).
<PAGE>
"FPC Advances" means FPC Committed Advances and FPC
Competitive Advances.
"FPC Borrowing Base" means, as of any date, an amount
equal to the lesser of:
(i) the Commitment on such date; or
(ii) 100% of FPC Recapturable Costs.
"FPC Borrowings" means the FPC Committed Borrowings
and the FPC Competitive Borrowings.
"FPC Committed Advance" means an advance by a Bank to
the Borrower made prior to the CMA Conversion Date as part
of a FPC Committed Borrowing and refers to a Base Rate
Advance or a Eurodollar Rate Advance, each of which shall be
a "Type" of FPC Committed Advance. The Type of FPC
Committed Advance may change from time to time as and when
such Advance is Converted. For purposes of this Agreement,
all FPC Committed Advances of a Bank (or portions thereof)
made of, or Converted into, the same Type and Interest
Period on the same day shall be deemed to be a single
Advance by such Bank until repaid or next Converted.
"FPC Committed Borrowing" means a borrowing consisting
of FPC Committed Advances of the same Type and Interest
Period and made or Converted by each of the Banks on the
same day, ratably in accordance with each such Bank's
Percentage of the Commitment. For purposes of this
Agreement, all FPC Committed Advances made of, or Converted
into, the same Type and Interest Period on the same day
shall be deemed a single FPC Committed Borrowing hereunder
until repaid or next Converted.
"FPC Competitive Advance" means an advance by a Bank to
the Borrower made prior to the CMA Conversion Date as part
of a FPC Competitive Borrowing resulting from the
competitive bidding procedure described in Section 2.03.
"FPC Competitive Borrowing" means a borrowing
consisting of FPC Competitive Advances made on the same day
by each of the Banks whose offer to make one or more FPC
Competitive Advances as part of such borrowing has been
accepted by the Borrower under the auction bidding procedure
described in Section 2.03.
<PAGE>
"FPC Competitive Note" means a promissory note of the
Borrower payable to the order of a Bank, in substantially
the form of Exhibit A-2-FPC hereto, evidencing the
indebtedness of the Borrower to such Bank resulting from FPC
Competitive Advances made by such Bank.
"FPC Recapturable Costs" means, as of any date the sum
of (a) the cost of fuel reserves subject to sale under the
Fuel Purchase Contract (including exploration, development
and other costs and cost of capital), plus (b) work in
process relating thereto, less (c) accumulated amortization
of such reserves, each as reflected in the most recent Rule
24 Report delivered pursuant to Section 5.03(d) hereof or
certificate delivered pursuant to Section 3.02(b) hereof.
"Fuel Purchase Contract" means that certain Fuel
Purchase Contract dated July 26, 1979, between the Borrower
and NEP, as amended by Amendment No. 1 thereto dated as of
August 26, 1981, Amendment No. 2 thereto dated as of March
26, 1985, Amendment No. 3 thereto dated effective as of
January 1, 1984, Amendment No. 4 thereto dated as of April
28, 1989, and Amendment No. 5 thereto in substantially the
form of Exhibit 1.01D hereto.
"Funding Losses" means, with respect to any Competitive
Advance or Eurodollar Rate Advance being prepaid or repaid,
in whole or in part, prior to the last day of its Interest
Period, an amount calculated on the basis of the difference
between the Applicable Rate in effect for such Advance and
the Applicable Rate that would apply to a Competitive
Advance or a Eurodollar Rate Advance (in the case of a
prepaid or repaid Competitive Advance or Eurodollar Rate
Advance) in each case in an amount equivalent to the
principal amount prepaid or repaid (and, if a partial
prepayment or repayment, computed separately for an amount
equivalent to the remaining unpaid principal amount of the
Advance), as determined in good faith by the Bank which made
such Advance, for the remainder of such Interest Period. A
certificate of such Bank, sent to the Agent and the
Borrower, setting forth such amount and the calculation
thereof shall, in the absence of manifest error, be
conclusive and binding on all parties.
"Hydrocarbon Properties" means the interests (either
direct or indirect) of the Borrower in Hydrocarbons prior to
severance.
"Hydrocarbon Property Venture" means any Person through
which the Borrower has any interest in Hydrocarbon
Properties, including, without limitation, Samedan-NEEI,
<PAGE>
provided that nojoint operating agreement or similar
agreement governing operations of Hydrocarbon Properties
shall be deemed to create a Hydrocarbon Property Venture.
"Hydrocarbons" means oil, gas and other liquid or
gaseous hydrocarbons, other than Inventoried Fuel, and shall
not include coal, lignite and other solid carbonaceous fuels
or liquid or gaseous hydrocarbons produced therefrom.
"Indebtedness" means (i) all indebtedness or other
obligations of the Borrower, NEP or NEES, as the case may
be, for borrowed money or for the deferred purchase price of
property or services, (ii) all indebtedness or other
obligations of any other Person for borrowed money or for
the deferred purchase price of property or services the
payment or collection of which the Borrower, NEP or NEES, as
the case may be, has guaranteed (except by reason of
endorsement for collection in the ordinary course of
business) or in respect of which the Borrower, NEP or NEES,
as the case may be, is liable, contingently or otherwise,
including, without limitation, liable by way of agreement to
purchase, to provide funds for payment, to supply funds to
or otherwise to invest in such other Person, or otherwise to
assure a creditor against loss, (iii) all indebtedness or
other obligations of any other Person for borrowed money or
for the deferred purchase price of property or services
secured by (or for which the holder of such indebtedness or
obligations has an existing right, contingent or otherwise,
to be secured by) any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance upon or in
property (including, without limitation, accounts and
contract rights) owned by the Borrower, NEP or NEES, as the
case may be, whether or not the Borrower, NEP or NEES, as
the case may be, has assumed or become liable for the
payment of such indebtedness or obligations, (iv) all
indebtedness for borrowed money or for the deferred purchase
price of property in respect of which the Borrower is
liable, contingently or otherwise, as obligor, guarantor or
otherwise, or in respect of which the Borrower otherwise
assures a creditor against loss (including, without
limitation, financing of the type commonly known as
production payment financing), secured or supported by a
lien, charge or encumbrance on, or other interest in, any
Hydrocarbons or Hydrocarbon Properties (whether or not the
lender must look solely to such Hydrocarbons or Hydrocarbon
Properties for satisfaction of such indebtedness and whether
or not the lender may have recourse to the Borrower or any
of their other assets in respect of such indebtedness), (v)
obligations under "swaps", "caps", "floors", "collars" or
other interest rate hedging contracts or similar
arrangements, and (vi)
<PAGE>
obligations under leases which have been or should be, in
accordance with generally accepted accounting principles,
recorded as capitalized leases on the books of the lessee in
respect of which the Borrower, NEP or NEES, as the case may
be, is liable, contingently or otherwise, as obligor,
guarantor or otherwise or in respect of which obligations
the Borrower, NEP or NEES, as the case may be, otherwise
assures a creditor against loss.
"Information Memorandum" means the Confidential
Information Memorandum dated February 1995, and the slide
presentation distributed by the Borrower at the bank meeting
on March 1, 1995.
"Interest Period" means, for each Advance, the period
from the date on which such Advance is made and ending on
the date on which such Advance matures. All Advances
comprising part of the same Borrowing shall have the same
Interest Period, as selected by the Borrower in accordance
with this definition and Article II hereof. The duration of
each Interest Period shall be (a) in the case of Base Rate
Advances, until the next-succeeding March 31, June 30,
September 30 or December 31, (b) in the case of Eurodollar
Rate Advances, 1, 2, 3, 6 or 9 months, or, if and so long as
all Banks inform the Agent that such duration is available,
12 months, and (c) in the case of Competitive Advances, any
number of days not less than 30 days nor greater than 360
days, in each case as the Borrower may select in accordance
with Article II hereof; provided, however, that:
(i) the Borrower may not select any Interest
Period which ends after any Amortization Date unless,
after giving effect to such selection, the aggregate
unpaid principal amount of Advances having maturity
dates after such Amortization Date shall be equal to or
less than the aggregate amount of the Commitments of
the Banks (determined without giving effect to any
Commitment Reduction Amount) after giving effect to the
automatic reduction of the Commitments of the Banks on
such Amortization Date pursuant to Section 2.06(a) and,
if applicable, Section 2.18;
(ii) whenever the last day of any Interest
Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period
shall be extended to occur on the next succeeding
Business Day, provided, in the case of any Interest
Period for a Eurodollar Rate Advance, that if such
extension would cause the last day of such Interest
Period to occur in the next following calendar month,
the last day of such Interest Period shall occur on the
next preceding Business Day; and
<PAGE>
(iii) no Interest Period may be selected that
would end after the Termination Date.
"Internal Revenue Code" means the Internal Revenue Code
of 1986, as amended, or any successor statute.
"Inventoried Fuel" means fuel purchased or acquired by
the Borrower in its separate fuel procurement and inventory
activities, unless such fuel (1) was acquired either (x) in
exchange for oil or gas produced from the Borrower's oil and
gas exploration and development program or (y) with proceeds
from the sale of oil and gas produced from the Borrower's
oil and gas exploration and development program or (2) is to
be delivered to NEP in lieu of fuel which would otherwise
have been acquired in exchange for, or purchased with
proceeds from the sale of, oil and gas produced from the
Borrower's oil and gas exploration and development program,
the phrases "fuel procurement and inventory activities" and
"oil and gas produced from the Borrower's oil and gas
exploration and development program" being used with the
meanings given them in the 1978 SEC Order.
"Loan Agreement" means that certain Loan Agreement
dated July 19, 1978, between the Borrower and NEES, as
amended by Amendment No. 1 thereto dated as of July 26,
1979, Amendment No. 2 thereto dated as of August 26, 1981,
Amendment No. 3 thereto dated as of March 26, 1985,
Amendment No. 4 thereto dated as of April 28, 1989,
Amendment No. 5 thereto dated as of June 1, 1990, and
Amendment No. 6 thereto in substantially the form of Exhibit
1.01E hereto, and the subordinated promissory notes issued
thereunder.
"Loan Documents" means this Agreement, the Notes, the
Collateral Assignments and the Acknowledgments.
"Majority Banks" means at any time Banks that, in the
aggregate, meet the following two criteria: (a) represent
at least 66-2/3% of the then aggregate unpaid principal
amount of the Advances owing to Banks and (b) represent at
least 66-2/3% of the Percentages. Determination of the
Majority Banks (and of Banks satisfying criteria (a) or (b)
above for any other purpose hereunder) shall be made by the
Agent and shall be conclusive and binding absent manifest
error.
<PAGE>
"Moody's" means Moody's Investors Service, Inc. or any
successor thereto.
"Multiemployer Plan" means a "multiemployer plan" as
defined in Section 4001(a)(3) of ERISA to which any person
or entity or any ERISA Affiliate of such person or entity is
making or accruing an obligation to make contributions, or
has within any of the preceding three plan years made or
accrued an obligation to make contributions.
"Multiple Employer Plan" means an employee benefit
plan, other than a Multiemployer Plan, subject to Title IV
of ERISA to which any person or entity or any ERISA
Affiliate of such person or entity and more than one
employer, other than such person or entity or ERISA
Affiliate of such person or entity, is making or accruing an
obligation to make contributions or, in the event that any
such plan has been terminated, to which any person or entity
or any ERISA Affiliate of such person or entity made or
accrued an obligation to make contributions during any of
the five plan years preceding the date of termination of
such plan.
"NEES" means New England Electric System, a
Massachusetts business trust organized and existing under
the laws of the Commonwealth of Massachusetts.
"NEES Acknowledgment" means an Acknowledgment and
Consent of NEES, in substantially the form of Exhibit 1.01F
hereto.
"NEES Assignment" means an Assignment of the Capital
Funds Agreement and the Loan Agreement in substantially the
form of Exhibit 1.01G hereto.
"NEP" means New England Power Company, a Massachusetts
corporation.
"NEP Acknowledgment" means an Acknowledgment and
Consent of NEP, in substantially the form of Exhibit 1.01H
hereto.
"NEP Assignment" means an Assignment of the Fuel
Purchase Contract in substantially the form of Exhibit 1.01I
hereto.
"1978 SEC Order" means that certain order of the SEC,
In the Matter of New England Electric System, New England
Energy Incorporated (File No. 70-5543) dated July 19, 1978
(Public Utility Holding Company Act of 1935 Release No.
20632).
<PAGE>
"1985 SEC Order" means that certain order of the SEC,
In the Matter of New England Energy Incorporated, New
England Power Company, New England Electric System
(File No. 70-6958) dated October 22 1985
(Public Utility Holding Company Act of 1935
Release No. 35-23873).
"1995 SEC Order" means that certain order of the SEC,
In the Matter of New England Energy Incorporated et al.
(File No. 70-8571) dated April 7, 1995 (Public Utility
Holding Company Act of 1935 Release No. 35-26268).
"Note" means a Committed Note, a CMA Competitive Note
or a FPC Competitive Note.
"Notice of Committed Borrowing" has the meaning
specified in Section 2.02(a).
"Notice of Conversion" has the meaning specified in
Section 2.02(b).
"Partnership Agreement" means that certain Amended and
Restated Partnership Agreement dated February 5, 1985, but
effective October 30, 1974, between Samedan and the
Borrower, as amended on January 14, 1992.
"PBGC" means the Pension Benefit Guaranty Corporation
and any entity succeeding to any or all of its functions
under ERISA.
"Percentage" means, for each Bank, the percentage set
forth opposite such Bank's name on the signature pages
hereto, as supplemented from time to time in accordance with
Section 8.07.
"Permitted Investments" means each and any of the
following so long as no such Permitted Investment shall have
a final maturity later than 12 months from the date of
investment therein and all such Permitted Investments,
collectively, shall have a dollar-weighted average maturity
no later than six months from any date of determination:
(i) direct obligations of the United States of
America, or obligations guaranteed as to principal and
interest by the United States of America;
(ii) certificates of deposit, eurodollar
certificates of deposit or bankers' acceptances issued,
or time deposits held, or investment contracts
<PAGE>
guaranteed, by (A) any Bank; or (B) any other
commercial bank, trust company, savings and loan
association or savings bank organized under the laws of
the United States of America, or any State thereof, or
of any other country which is a member of the
Organization for Economic Cooperation and Development
(or a political subdivision of any such country) having
outstanding unsecured indebtedness that is rated (on
the date of acquisition thereof) AA- or better by S&P
or Aa3 or better by Moody's (or an equivalent rating by
another nationally recognized credit rating agency of
similar standing if neither of such corporations is
then in the business of rating unsecured bank
indebtedness);
(iii) obligations with the Agent or any other
bank or trust company described in clause (ii), above,
in respect of the repurchase of obligations of the type
described in clause (i), above, provided that such
repurchase obligations shall be fully secured by
obligations of the type described in said clause (i)
and the possession of such obligations shall be
transferred to, and segregated from other obligations
owned by, the Agent or such other bank or trust
company;
(iv) commercial paper rated (on the date of
acquisition thereof) A-1 or P-1 or better by S&P or
Moody's, respectively (or an equivalent rating by
another nationally recognized credit rating agency of
similar standing if neither of such corporations is
then in the business of rating commercial paper); and
(v) obligations of NEES or any affiliate of
NEES held or maintained in accordance with the
intercompany lending arrangement among NEES and its
subsidiaries, as such arrangement may be amended from
time to time, as approved by the SEC.
"Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust,
unincorporated association, joint venture or other entity,
or a government or any political subdivision or agency
thereof.
"Plan" means any ERISA Plan, Multiemployer Plan or
Multiple Employer Plan.
"Post-1983 Hydrocarbon Properties" means the interests
(either direct or indirect) of the Borrower in Hydrocarbons
prior to severance in the prospect known as Whitehouse Dome,
Prospect No. 42860, located in Smith County, Texas.
<PAGE>
"Prohibited Transaction" means any prohibited
transaction under Section 406 of ERISA.
"Proved and Probable Reserves means the interest of the
Borrower in estimated quantities of Hydrocarbons from
Hydrocarbon Properties (i) which geological and engineering
data demonstrate with reasonable certainty to be recoverable
in future years from known reservoirs under existing
economic and operating conditions, i.e., prices and costs
and with existing equipment and operating methods as of the
date of any such determination and (ii) which are supported
by favorable engineering and geological data, but which are
subject to some element of risk which prevents
classification in (i) above.
"Reference Banks" means The First National Bank of
Boston and Credit Suisse.
"Register" has the meaning specified in Section
8.07(c).
"Reportable Event" has the meaning assigned to that
term in Title IV of ERISA.
"Request for Competitive Borrowing" has the meaning
specified in Section 2.03.
"Reserves" means the total of Proved and Probable
Reserves.
"Rule 24 Report" means a quarterly report filed by the
Borrower with the SEC pursuant to the Public Utilities
Holding Company Act of 1935 as required by the 1978 SEC
Order. If at any time the Rule 24 Report ceases to be
required in substantially the form now in effect, this term
shall refer to a quarterly report provided and certified by
the Borrower to the Banks and the Agent in substantially the
form presently in effect, plus any comparable or substitute
reports then being filed by or in respect of the Borrower
with the SEC.
"Samedan" means Samedan Oil Corporation, a Delaware
corporation.
"Samedan-NEEI" means the partnership between Samedan
and the Borrower formed pursuant to the Partnership
Agreement.
"S&P" means Standard & Poor's Ratings Group or any
successor thereto.
"SEC" means the U.S. Securities and Exchange Commission
or any successor authority charged with the regulation of
the Borrower under applicable law.
<PAGE>
"Senior Debt" means, as of any date upon which such
determination is to be made, all Indebtedness under this
Agreement and under the Notes (including any extensions,
renewals and refundings thereof, whether or not the
principal amount is increased), and any other note or notes
issued under this Agreement or any other agreement among the
Borrower, the Banks and the Agent, and all other
Indebtedness of the Borrower for borrowed money or for the
deferred purchase price of property or services which is not
Subordinated Debt.
"Subordinated Debt" means the Indebtedness of the
Borrower evidenced by the subordinated promissory notes
issued to NEES pursuant to the Loan Agreement, which
Indebtedness is subordinate and junior in right of payment
to Senior Debt on substantially the terms set forth in
Exhibit 1.01J hereto, and other Indebtedness of the Borrower
which is expressly made subordinate and junior in right of
payment to Senior Debt on the terms set forth in
Exhibit 1.01J hereto.
"Subsidiary" means, with respect to any Person, any
corporation or other entity of which 50% or more of (i) the
outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such
corporation (irrespective of whether or not at the time
capital stock of any other class or classes shall or might
have voting power upon the occurrence of any contingency) or
(ii) other comparable equity interests, is at the time
directly or indirectly owned by such Person, by such Person
and one or more other Subsidiaries of such Person, or by one
or more other Subsidiaries of such Person.
"Termination Date" means the earlier of (i) the final
Amortization Date or (ii) the date of termination in whole
of the Commitments pursuant to Section 2.06 or Article VI
hereof.
"Termination Event" means (i) a Reportable Event
described in Section 4043 of ERISA and the regulations
issued thereunder (other than a Reportable Event not subject
to the provision for 30-day notice to PBGC), or (ii) the
withdrawal of the Borrower or any of its ERISA Affiliates
from a Plan during a plan year in which the Borrower was a
"substantial employer" as defined in Section 4001(a)(2) of
ERISA, or (iii) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate a Plan by the PBGC
or to appoint a trustee to administer any Plan.
<PAGE>
SECTION 1.02 Computation of Time Periods. In this
Agreement in the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but
excluding", unless otherwise expressly provided.
SECTION 1.03 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with
generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred
to in Section 4.01(q).
ARTICLE II
COMMITTED AND COMPETITIVE ADVANCES
SECTION 2.01 The Commitment. (a) Each Bank severally
agrees, on the terms and conditions contained herein, to make,
prior to the CMA Conversion Date, FPC Committed Advances and, on
and after the CMA Conversion Date, CMA Committed Advances, to the
Borrower from time to time, on any Business Day from the date
hereof until the Termination Date, in an aggregate outstanding
principal amount not to exceed at any time such Bank's Percentage
of the Commitment less the Commitment Reduction Amount or such
lesser amount as is provided in paragraphs (b) and (c) of this
Section 2.01.
(b) Notwithstanding any provision to the contrary contained
herein, the Borrower shall not be permitted to request or receive
any FPC Borrowing hereunder (whether a Committed Borrowing or a
Competitive Borrowing) to be made on any day unless (i) such
receipt is prior to the CMA Conversion Date and (ii) after giving
effect to any and all prepayments and repayments made, and
Advances requested to be made, on such day, the aggregate
outstanding principal amount of all FPC Advances shall be not
greater than the FPC Borrowing Base on such day.
(c) Notwithstanding any provisions to the contrary
contained herein, the Borrower shall not be permitted to request
or receive any CMA Borrowing hereunder (whether a Committed
Borrowing or a Competitive Borrowing) to be made on any day
unless (i) such receipt is on or after the CMA Conversion Date
and (ii) after giving effect to any and all prepayments and
repayments made, and Advances requested to be made, on such day,
the aggregate outstanding principal amount of all CMA Advances
shall be not greater than the CMA Borrowing Base on such day.
<PAGE>
(d) Under no circumstances shall the Borrower be permitted
to request or receive Advances hereunder (whether Committed
Advances or Competitive Advances) on any day unless, after giving
effect to any and all prepayments and repayments made, and
Advances requested to be made, on such day, the aggregate
outstanding principal amount of all Advances shall be not greater
than the Commitment on such day.
(e) Within the limits of this Section 2.01 and the other
terms and conditions of this Agreement, the Borrower may from
time to time borrow under Sections 2.02 and 2.03 hereof, repay
pursuant to Section 2.07 hereof or prepay pursuant to Section
2.11 hereof, and reborrow under said Sections 2.02 and 2.03.
SECTION 2.02 The Committed Advances. (a) Notice of
Committed Advances. Each Committed Borrowing shall be made on
notice, given (x) in the case of a Borrowing consisting of Base
Rate Advances, not later than 12:00 noon (New York City time) on
the Business Day prior to the date of the proposed Borrowing and
(y) in the case of a Borrowing consisting of Eurodollar Rate
Advances, not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed Committed
Borrowing, by the Borrower to the Agent, which shall give to each
Bank prompt notice thereof. Each such notice of a Committed
Borrowing (a "Notice of Committed Borrowing") shall be in
substantially the form of Exhibit 2.02(a) hereto, specifying
therein the requested date of such Committed Borrowing, Type of
Committed Advances comprising such Committed Borrowing,
aggregate amount of such Committed Borrowing and Interest Period
for each such Committed Advance.
(b) Conversion of Committed Advances. So long as no Event
of Default shall have occurred and be continuing, the Borrower
may from time to time elect to Convert one or more Committed
Advances of any Type to one or more Committed Advances of the
same or any other Type on the following terms and subject to the
following conditions:
(i) Each such Conversion shall be made as to all
Advances comprising a single Committed Borrowing, on notice
given not later than 12:00 noon (New York City time) on the
third Business Day prior to the date of the proposed
Conversion by the Borrower to the Agent, who shall give to
each Bank prompt notice thereof. Each such notice of
Conversion (a "Notice of Conversion") shall be in
substantially the form of Exhibit 2.02(b) hereto, specifying
therein the requested (v) date of such Conversion, (w) Type
of, and Interest Period applicable to, the Advances proposed
to be Converted, (x) except in the case of a Conversion
<PAGE>
described in subsection (iii) below, Type of Advances to
which such Advances are proposed to be Converted, (y) except
in the case of a Conversion to Base Rate Advances, initial
Interest Period to be applicable to the Advances resulting
from such Conversion and (z) aggregate principal amount of
Advances proposed to be Converted. No Conversion may be
requested by the Borrower hereunder unless made in
compliance with subsections (c) and (d) below.
(ii) The Borrower may not select an Interest Period
of greater than one month in the case of Conversions to
Eurodollar Rate Advances during the occurrence and
continuance of an event which, with the giving of notice or
lapse of time or both, would constitute an Event of Default.
(iii) If no Notice of Conversion in respect of a
Committed Advance is received by the Agent as provided in
subsection (i) above with respect to any Eurodollar Rate
Advance, the Agent shall treat such absence of notice as a
deemed Notice of Conversion providing for each such Advance
to be Converted into a Base Rate Advance on the last day of
the Interest Period then in effect for such Advance.
(c) Other Terms Relating to the Making and Conversion of
Committed Advances. Notwithstanding anything in subsections (a)
or (b) above to the contrary:
(i) Each Borrowing shall be in an aggregate
principal amount of not less than $10,000,000 or an
integral multiple of $1,000,000 in excess
thereof, or such lesser amount as shall be
equal to the total amount of the Commitments
less the Commitment Reduction Amount on such
date, after giving effect to all other
Committed Borrowings and Conversions to be made
on such date;
(ii) the Borrower may not select Eurodollar Rate
Advances for any Committed Borrowing if the aggregate amount
of such Committed Borrowing is less than $10,000,000;
(iii) if any Bank shall, at least four Business Days
before the date of any requested Committed Borrowing, notify
the Agent that the introduction of or any change in or in
the interpretation or administration of any law or
regulation makes it unlawful, or that any central bank or
other governmental authority asserts that it is unlawful,
for such Bank or its Eurodollar Lending Office to perform
its obligations hereunder to make Eurodollar Rate Advances
or to fund or maintain Eurodollar Rate Advances hereunder,
the right of the Borrower to select Eurodollar Rate Advances
<PAGE>
for such Committed Borrowing or any subsequent Committed
Borrowing shall be suspended until such Bank shall notify
the Agent that the circumstances causing such suspension no
longer exist or such Bank shall no longer be a Bank pursuant
to the terms of Section 8.07, and each Committed Advance
comprising such Committed Borrowing shall be a Base Rate
Advance; provided, however, that no Bank which has notified
the Agent pursuant to this subparagraph may make any demand
pursuant to Section 8.04(b) in connection with a payment of
principal made other than on the last day of an Interest
Period due to a related suspension;
(iv) if neither Reference Bank furnishes timely
information to the Agent for determining the Eurodollar Rate
for Eurodollar Rate Advances comprising any requested
Committed Borrowing, the right of the Borrower to select
Eurodollar Rate Advances for such Committed Borrowing or any
subsequent Committed Borrowing shall be suspended (and the
Agent shall give prompt notice of such suspension to the
Borrower) until the Agent shall notify the Borrower and the
Banks that the circumstances causing such suspension no
longer exist, and each Committed Advance comprising such
Committed Borrowing shall be a Base Rate Advance; provided,
however, that no Reference Bank which has failed to furnish
timely information to the Agent as described in this
subparagraph may make any demand pursuant to Section 8.04(b)
in connection with a payment of principal made other than on
the last day of an Interest Period due to a related
suspension;
(v) if the Majority Banks shall, at least one
Business Day before the date of any requested Committed
Borrowing, notify the Agent that the Eurodollar Rate
for such Committed Borrowing will not adequately
reflect the cost to such Majority Banks of making or
funding their respective Eurodollar Rate Advances for
such Committed Borrowing, the right of the Borrower to
select Eurodollar Rate Advances for such Committed
Borrowing or any subsequent Committed Borrowing shall
be suspended (and the Agent shall give prompt notice of
such suspension to the Borrower) until the Agent shall
notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist,
and each Committed Advance comprising such Committed
Borrowing shall be a Base Rate Advance; provided,
however, that no Bank which has notified the Agent
pursuant to this subparagraph may make any demand
pursuant to Section 8.04(b) in connection with a
payment of principal made other than on the last day of
an Interest Period due to a related suspension; and
<PAGE>
(vi) in the event of any suspension pursuant to
subparagraphs (iv) or (v) above of a Type of Advance, upon
the written request of the Borrower to the Agent, the
Borrower and the Agent shall enter into negotiations (which
the Agent shall not be obliged to continue for a period of
more than 60 days) in good faith with a view to agreeing to
an alternate basis acceptable to the Borrower and the Banks
for determining a rate of interest applicable to future
Advances of such Type. Any such alternate basis shall be
incorporated into this Agreement by appropriate amendment
hereto agreed to by all the Banks.
(d) Irrevocable Notices and Indemnification. Each Notice
of Committed Borrowing and Notice of Conversion for Eurodollar
Rate Advances shall be irrevocable and binding on the Borrower
unless, pursuant to subparagraphs (iii), (iv) or (v) of Section
2.02(c), the right of the Borrower to select such Type of Advance
is suspended. In the case of any Committed Borrowing which the
related Notice of Committed Borrowing or Notice of Conversion (as
the case may be) specifies is to be comprised of Eurodollar Rate
Advances, the Borrower shall indemnify each Bank against any
loss, cost or expense incurred by such Bank as a result of any
failure to fulfill on or before the date specified in such Notice
of Committed Borrowing or Notice of Conversion (as the case may
be) for such Committed Borrowing the applicable conditions set
forth in Article III and Section 2.02(b), including, without
limitation, any loss, cost or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired
by such Bank to fund that Bank's Percentage of the Committed
Advance to be made or Converted by such Bank as part of such
Committed Borrowing when such Committed Advance, as a result of
such failure, is not made or Converted (as the case may be) on
such date.
SECTION 2.03 The Competitive Advances. Each Bank severally
agrees that, subject to Section 2.01 hereof, the Borrower may
request Competitive Borrowings under this Section 2.03 from time
to time on any Business Day during the period from the date
hereof until the date occurring 30 days prior to the Termination
Date in the manner set forth below.
(i) The Borrower may request a Competitive Borrowing
under this Section 2.03 by delivering to the Agent a request
for a Competitive Borrowing (a "Request for Competitive
Borrowing"), in substantially the form of Exhibit 2.03
hereto, specifying (A) the date and aggregate amount (which
shall be no less than $10,000,000) of the proposed
Competitive Borrowing, (B) the Interest Period for the
Advances comprising such proposed Competitive Borrowing, (C)
the interest payment date or dates relating thereto, (D) the
basis to be
<PAGE>
used by the Banks in determining the rates of interest to be
offered by them and (E) any other terms to be applicable to
such Competitive Borrowing. Such Request for Competitive
Borrowing shall be delivered to the Agent not later than
10:00 A.M. (New York City time) at least four Business Days
prior to the proposed Competitive Borrowing. The Agent
shall in turn promptly notify each Bank of each Request for
Competitive Borrowing received by it from the Borrower by
sending such Bank a copy of such Request for Competitive
Borrowing.
(ii) Each Bank shall, if, in its sole discretion, it
elects to do so, irrevocably offer to make one or more
Competitive Advances to the Borrower as part of such
proposed Competitive Borrowing at such rate or rates of
interest or such margin or margins over a rate of interest
and in such amount or amounts as may be specified by such
Bank in its sole discretion, by notifying the Agent before
10:00 A.M. (New York City time) three Business Days before
the date of such proposed Competitive Borrowing (and the
Agent shall notify the Borrower on or before 10:30 A.M. (New
York City time) on the date of such notification of any
offers to make Competitive Advances of which it has received
notice before 10:00 A.M. (New York City time) on such date)
of the minimum amount and maximum amount of each Competitive
Advance which such Bank would be willing to make as part of
such proposed Competitive Borrowing (which amounts may,
subject to the provisions of Section 2.01 hereof, exceed
such Bank's Percentage of the Commitment), the rate or rates
of interest therefor and such Bank's Applicable Lending
Office with respect to such Competitive Advance; provided
that if the Agent in its capacity as a Bank shall, in its
sole discretion, elect to make any such offer pursuant to a
Notice of Competitive Borrowing, it shall notify the
Borrower of such offer before 9:30 A.M. (New York City time)
on the date otherwise provided above for offers to be made
by the Banks. If any Bank shall elect not to make such an
offer, such Bank shall so notify the Agent before 10:00 A.M.
(New York City time) on the date otherwise provided above
for offers to be made by the Banks, and such Bank shall not
be obligated to, and shall not, make any Competitive Advance
as part of such Competitive Borrowing; provided that the
failure by any Bank to give such notice shall not cause such
Bank to be obligated to make any Competitive Advance as part
of such proposed Competitive Borrowing.
(iii) The Borrower shall, in turn, before 11:00 A.M. (New
York City time) three Business Days before the date of such
proposed Competitive Borrowing, either
<PAGE>
(A) cancel such Competitive Borrowing by giving the
Agent notice to that effect, or
(B) accept one or more of the offers made by any Bank or
Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to the Agent of the amount of
each Competitive Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than
the maximum amount, notified to the Borrower by the Agent on
behalf of such Bank for such Competitive Advance pursuant to
paragraph (ii) above) to be made by each Bank as part of
such Competitive Borrowing, and reject any remaining offers
made by Banks pursuant to paragraph (ii) above by giving the
Agent notice to that effect; provided, however, that the
Borrower shall not accept an offer made at a particular rate
of interest or with a particular margin over a rate of
interest if it has rejected an offer made at a lower rate of
interest or with a lower margin over a rate of interest, as
the case may be; and provided further that if two or more
Banks make offers at identical rates of interest or at
identical margins over a rate of interest and the Borrower
accepts any of such offers but does not wish to borrow the
total amount offered by such Banks, the Borrower shall
accept offers from all of such Banks in amounts allocated
among them pro rata according to the amounts offered by such
Banks; and provided further that the Borrower may only
accept offers to make Competitive Advances in an aggregate
amount less than that set forth in the Notice of Competitive
Borrowing if, and only if, the Borrower makes a Committed
Borrowing on the same date as the Competitive Borrowing in
an amount such that the aggregate amount of the Competitive
Advances and Committed Advances made on the same day equals
at least the amount requested by the Borrower in the Notice
of Competitive Borrowing. Notwithstanding anything to the
contrary in this Section 2.03(iii) (B), the amount of a
Competitive Advance to be made by any Bank may be rounded to
the nearest $100,000 in the sole discretion of the Agent.
(iv) If the Borrower notifies the Agent that such
Competitive Borrowing is canceled pursuant to paragraph
(iii)(A) above, the Agent shall give prompt notice thereof
to the Banks and such Competitive Borrowing shall not be
made.
(v) If the Borrower accepts one or more of the offers
made by any Bank or Banks pursuant to paragraph (iii)(B)
above, the Agent shall in turn promptly notify (A) each Bank
that has made an offer as described in paragraph (ii) above
of the date and aggregate amount of such Competitive
Borrowing and whether or not any offer made by such Bank
pursuant to paragraph (ii) above has been accepted by the
Borrower, (B) each Bank that is to make a Competitive
Advance as part of such Competitive Borrowing of the amount
of each Competitive Advance to be made by such Bank as part
<PAGE>
of such Competitive Borrowing and (C) each Bank that is to make a
Competitive Advance as part of such Competitive Borrowing, upon
receipt, that the Agent has received forms of documents appearing
to fulfill the applicable conditions set forth in Article III.
Promptly after each Competitive Borrowing the Agent will notify
each Bank of the amount of the Competitive Borrowing, the
consequent Commitment Reduction Amount and the dates upon which
such Commitment Reduction Amount commenced and will terminate.
SECTION 2.04 Making of Advances. (a) Each Bank shall,
before 12:00 noon (New York City time) on the date of each
Borrowing, make available for the account of its Applicable
Lending Office to the Agent at its address referred to in Section
8.02, in same day funds, such Bank's portion of such Borrowing.
Committed Advances shall be made by the Banks pro rata and
Competitive Advances shall be made by the Bank or Banks whose
competitive bids therefor have been accepted by the Borrower
pursuant to Section 2.03(iii)(B) in the amounts so accepted. If
the Agent has received all such funds and all of the applicable
conditions set forth in Articles II and III have been fulfilled,
the Agent will promptly make such funds available to the Borrower
at the Agent's aforesaid address.
(b) Unless the Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not
make available to the Agent such Bank's portion of such
Borrowing, the Agent may assume that such Bank has made such
portion available to the Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.04, and the
Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the
extent that such Bank shall not have so made such portion
available to the Agent, such Bank and the Borrower severally
agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at in the case of
the Borrower, the interest rate applicable at the time to
Advances comprising such Borrowing and in the case of such Bank,
the Federal Funds Rate. If such Bank shall repay to the Agent
such corresponding amount, such amount so repaid shall constitute
such Bank's Advance as part of such Borrowing for purposes of
this Agreement.
<PAGE>
(c) The failure of any Bank to make the Advance to be
made by it as part of any Borrowing shall not relieve any other
Bank of its obligation, if any, hereunder to make its Advance on
the date of such Borrowing, but no Bank shall be responsible for
the failure of any other Bank to make the Advance to be made by
such other Bank on the date of any Borrowing.
SECTION 2.05. Fees. (a) Facility Fee. The Borrower shall
pay to the Agent, for the ratable benefit of the Banks in
accordance with each Bank's Percentage, a facility fee on the
average daily total amount of the Commitment (regardless of
utilization) from the date hereof until the Termination Date,
payable on the last Business Day of each March, June, September
and December during the term of the Commitment (commencing on the
Closing Date), and on the Termination Date, at the rate per annum
specified below under the column corresponding to the lowest
rating assigned from time to time by Moody's or S&P (i) to the
senior secured long-term public debt of NEP or (ii) if the CMA
Conversion Date has occurred and NEES has issued senior long-term
debt, to such debt:
S&P AA+ or AA or A or BBB or BBB- or
higher higher higher higher lower
Moody's Aa1 or Aa2 or A2 or Baa2 or Baa3 or
higher higher higher higher lower
.07% .08% .09% .115% .175%
(b) Other Fees. The Borrower shall pay to the Agent fees
as provided in a letter between the Borrower and the Agent.
SECTION 2.06 Reduction of the Commitment. (a) Mandatory.
Subject to Section 2.18 below, on each Amortization Date the
Commitment shall automatically reduce if and to the extent
necessary so that, on and after such date, the Commitment shall
be no greater than the respective amount set forth below opposite
such date:
Amortization Date
Occurring In: Commitment
_________________ __________
1996 $195,000,000
1997 $165,000,000
1998 $135,000,000
1999 $105,000,000
2000 $ 75,000,000
2001 $ 45,000,000
2002 $ - 0 - ;
<PAGE>
provided, however, that on the Termination Date the Commitment
shall be reduced to zero and terminated.
(b) Optional. The Borrower shall have the right, upon at
least 30 days prior written notice to the Agent, to terminate in
whole or reduce ratably in part the unused portions of the
Commitment, provided that the Commitment shall not be reduced to
an amount which is less than the aggregate principal amount of
the Advances then outstanding and provided, further, that each
partial reduction shall be in the aggregate amount of $10,000,000
or a greater integral multiple of $1,000,000 and payment shall
be made on the effective date of such termination or reduction
for accrued but unpaid facility fees on the amount terminated or
reduced, to the date on which such termination or reduction is
effective, together with payment for all reasonable out-of-pocket
costs and expenses described in Section 8.04 incurred by or for
the account of the Agent on or before the date on which such
termination or reduction is effective and then determinable and
unpaid. Any portion of the Commitment that is terminated or
reduced under this Section 2.06(b) cannot be reinstated.
SECTION 2.07. Repayment of Advances. The Borrower shall
repay the principal amount of each Committed Advance made by each
Bank on the Termination Date. The Borrower shall repay the
principal amount of each Competitive Advance on the last day of
the Interest Period for such Advance.
SECTION 2.08. Interest. The Borrower shall pay interest
on the unpaid principal amount of each Advance made by each Bank,
from the date of such Advance until such amount becomes due, at
the Applicable Rate for such Advance, payable as follows:
(i) in the case of Base Rate Advances, on the last day
of each March, June, September and December;
(ii) in the case of Eurodollar Rate Advances, on the
last day of the Interest Period therefor and, if such
Interest Period is longer than three months, on the day of
each third month during such Interest Period corresponding
to the day on which such Advance was made; and iii) in the
case of Competitive Advances, as provided in the Request for
Competitive Borrowing relating thereto.
(b) The Borrower shall pay interest on demand on any amount
hereunder or under the Notes that is not paid when due (whether
at stated maturity, by acceleration or otherwise) from the day
when due until the last day of any applicable Interest Period
therefor, at an interest rate equal to 2% per annum above the
Applicable Rate therefor, and thereafter, and in all other
cases, at a fluctuating interest rate per annum equal at all
times to 2% per annum above the Applicable Rate from time to time
in effect with respect to Base Rate Advances.
<PAGE>
SECTION 2.09. Additional Interest on Eurodollar Rate
Advances. (a) The Borrower shall pay to each Bank, so long as
such Bank shall be required under regulations of the Board of
Governors of the Federal Reserve System to maintain reserves with
respect to liabilities or assets consisting of or including
Eurocurrency Liabilities, additional interest on the unpaid
principal amount of each Eurodollar Rate Advance of such Bank,
from the date of such Committed Advance until such principal
amount is paid in full, at an interest rate per annum equal at
all times to the remainder obtained by subtracting the
Eurodollar Rate for the Interest Period for such Advance from
the rate obtained by dividing such Eurodollar Rate by a
percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage of such Bank for such Interest Period, payable on each
date on which interest is payable on such Advance. Such
additional interest shall be determined by such Bank and notified
by certificate from such Bank to the Borrower and the Agent.
(b) Any Bank claiming any increased costs pursuant to
subsection (a) of this Section 2.09 shall use its best efforts
(consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Eurodollar
Lending Office so as to eliminate or reduce the amount of any
such costs or additional amounts which may thereafter accrue;
provided that no such change shall be made if, in the sole
discretion of such Bank, such change would be disadvantageous to
such Bank. Without limitation of the foregoing, any such change
shall be deemed to be disadvantageous to any Bank if it would
require such Bank to incur any unreimbursed out-of-pocket costs
or expenses.
SECTION 2.10. Interest Rate Determination. Each Reference
Bank agrees to furnish to the Agent timely information for the
purpose of determining each Eurodollar Rate. If one Reference
Bank shall not furnish such timely information to the Agent for
the purpose of determining any such interest rate, the Agent
shall determine such interest rate on the basis of timely
information furnished by the remaining Reference Bank.
(b) The Agent shall give prompt notice to the Borrower and
the Banks of the Applicable Rate determined by the Agent with
respect to each Borrowing, and the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining
the Eurodollar Rate (if applicable).
SECTION 2.11. Prepayments of Advances. (a) General. The
Borrower shall have no right to prepay any principal amount of
any Advances other than as provided in this Section 2.11.
(b) Committed Advances. The Borrower may, upon at least
three days' (in the case of Base Rate Advances) and five days'
(in the case of Eurodollar Rate Advances) notice to the Agent
stating the proposed date and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall,
<PAGE>
prepay the outstanding principal amounts of the Advances
comprising part of the same Committed Borrowing in whole or
ratably in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid and amounts
payable, if any, in respect of such prepayment pursuant to
Section 8.04(b) hereof; provided, however, that each partial
prepayment shall be in an aggregate principal amount not less
than $10,000,000.
(c) Competitive Advances. Except as provided in Sections
2.11(d) and 2.16(c) the Borrower shall have no right to prepay
any principal amount of any Competitive Advance unless, and then
only on the terms, specified by the Borrower in the Request for
Competitive Borrowing relating thereto.
(d) Mandatory. If, on any day:
(i) the aggregate outstanding principal amount of the
Advances shall exceed the Commitment,
(ii) the aggregate amount of CMA Advances shall exceed
the CMA Borrowing Base, or
(iii) the aggregate amount of FPC Advances shall exceed
the FPC Borrowing Base,
then, the Borrower shall forthwith prepay outstanding Advances
(ratably among all such Advances comprising a single Borrowing),
interest thereon and amounts payable, if any, pursuant to
Section 8.04(b) on such date in accordance with paragraphs (b)
and (c) above (but without regard to the requirement for prior
notice set forth therein), such that, after giving effect to such
prepayment, there shall be no such excess. In making such
prepayments, the Borrower shall select among Advances in the
following priority:
first, to prepayment of Committed Borrowings consisting
of Base Rate Advances,
second, to other Committed Borrowings, and
third, to Competitive Borrowings;
provided, that in the case of any such prepayment described in
second and third above and permitted under paragraphs (b) and (c)
of this Section 2.11, the Borrower may (and in the case of any
such prepayment described in third above that would contravene
paragraph (c) of this Section 2.11, the Borrower shall) instead
elect to deposit with the Agent the full amount of principal to
so be prepaid, to be held by the Agent in an interest-bearing
account as cash collateral securing the obligations of the
Borrower hereunder and applied by the Agent, without any
requirement for, and notwithstanding, any further instructions or
directions from the Borrower, to the repayment of Committed
Borrowings (ratably among all Advances comprising such Committed
Borrowing) and Competitive Borrowings (ratably among all Advances
<PAGE>
comprising such Competitive Borrowing) at the end of their
respective Interest Periods in the order of their respective
maturities. Interest accrued on such cash collateral account
shall be applied to the obligations of the Borrower hereunder, or
remitted to the Borrower upon application of all such principal
in accordance with this Section, as the Agent may decide in its
sole discretion.
(e) Payments Under Capital Maintenance Agreement. If on
any day occurring on or after the CMA Conversion Date, NEES is
required pursuant to Sections 1(a) or (b) of the Capital
Maintenance Agreement to make an "Investment" (as defined in the
Capital Maintenance Agreement) in the Borrower or is required to
make a payment to the Agent pursuant to Section 7(b) of the
Capital Maintenance Agreement, then all such amounts shall
forthwith be applied to prepay outstanding CMA Advances (ratably
among all such Advances comprising a single CMA Borrowing),
interest thereon and amounts payable, if any, pursuant to Section
8.04(b) on such date in accordance with paragraphs (b) and (c)
above (but without regard to the requirement for prior notice set
forth therein). In making such prepayments, such amounts shall
be applied:
first, to prepayment of CMA Committed Borrowings
consisting of Base Rate Advances,
second, to other CMA Committed Borrowings, and
third, to CMA Competitive Borrowings;
provided, that in the case of any such prepayment described in
second and third above and permitted under paragraphs (b) and (c)
of this Section 2.11, the Borrower may (and in the case of any
such prepayment described in third above that would contravene
paragraph (c) of this Section 2.11, the Borrower shall) instead
elect to deposit with the Agent the full amount of principal to
so be prepaid, to be held by the Agent in an interest-bearing
account as cash collateral securing the obligations of the
Borrower hereunder and applied by the Agent, without any
requirement for, and notwithstanding, any further instructions or
directions from the Borrower, to the repayment of CMA Committed
Borrowings (ratably among all Advances comprising such CMA
Committed Borrowings) and CMA Competitive Borrowings (ratably
among all Advances comprising such CMA Competitive Borrowings) at
the end of their respective Interest Periods in the order of
their respective maturities. Interest accrued on such cash
collateral account shall be applied to the obligations of the
Borrower hereunder, or remitted to the Borrower upon application
of all such principal in accordance with this Section, as the
Agent may decide in its sole discretion.
SECTION 2.12. Increased Costs; Capital. (a) If, due to
either the introduction of or any change (other than any change
by way of imposition or increase of reserve requirements,
included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation or the compliance with
any guideline or request from any central bank or other
<PAGE>
governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Bank of agreeing
to make or making, funding or maintaining Eurodollar Rate
Advances, then the Borrower shall from time to time, upon demand
by such Bank (with a copy of such demand to the Agent), pay to
such Bank additional amounts sufficient to compensate such Bank
for such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Agent by such
Bank, shall be conclusive and binding for all purposes, absent
manifest error.
(b) If any Bank determines that compliance with any law or
regulation or any guideline or request from any central bank or
other governmental authority (whether or not having the force of
law) affects or would affect the amount of capital required or
expected to be maintained by such Bank or any corporation
controlling such Bank and that the amount of such capital is
increased by or based upon the existence of such Bank's
commitment to lend hereunder and other commitments of this type,
then, upon demand by such Bank (with a copy of such demand to the
Agent), the Borrower shall immediately pay to such Bank, from
time to time as specified by such Bank, additional amounts
sufficient to compensate such Bank in the light of such
circumstances, to the extent that such Bank reasonably determines
such increase in capital to be allocable to the existence of such
Bank's commitment to lend hereunder. A certificate as to such
amounts submitted to the Borrower and the Agent by such Bank,
shall be conclusive and binding for all purposes, absent manifest
error.
SECTION 2.13. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes not later
than 2:00 P.M. (New York City time) on the day when due in U.S.
dollars to the Agent at its address referred to in Section 8.02
(or, in the case of Sections 2.09 and 2.12 hereof, directly to
the Bank demanding payment, in accordance with such demand) in
same day funds. The Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or
interest or facility fees ratably (other than amounts payable
pursuant to Section 2.03) to the Banks for the account of their
respective Applicable Lending Offices, and like funds relating to
the payment of any other amount payable to any Bank to such Bank
for the account of its Applicable Lending Office, in each case to
be applied in accordance with the terms of this Agreement. Upon
its acceptance of a Bank Assignment and recording of the
information contained therein in the Register pursuant to Section
8.07(d), from and after the effective date specified in such Bank
Assignment, the Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Bank
assignee thereunder, and the parties to such Bank Assignment
shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.
<PAGE>
(b) The Borrower hereby authorizes each Bank, if and to the
extent payment owed to such Bank is not made when due hereunder
or under any Note held by such Bank in accordance with the first
sentence of paragraph (a) above, to charge from time to time
against any or all of the Borrower's accounts with such Bank or
any of such Bank's affiliates any amount so due.
(c) All computations of interest based on the Alternate
Base Rate shall be made by the Agent on the basis of a year of
365 or 366 days, as the case may be, and all other computations
of interest and fees shall be made by the Agent, or in the case
of Section 2.09 by a Bank, on the basis of a year of 360 days, in
each case for the actual number of days (including the first day
but excluding the last day) occurring in the period for which
such interest or fees are payable. Each determination by the
Agent (or, in the case of Section 2.09, by a Bank) of an interest
rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.
(d) Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and
such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be;
provided, however, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made
in the next following calendar month, such payment shall be made
on the next preceding Business Day.
(e) Unless the Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the
Banks hereunder that the Borrower will not make such payment in
full, the Agent may assume that the Borrower has made such
payment in full to the Agent on such date and the Agent may, in
reliance upon such assumption, cause to be distributed to each
Bank on such due date an amount equal to the amount then due such
Bank. If and to the extent that the Borrower shall not have so
made such payment in full to the Agent each Bank shall repay to
the Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date
such amount is distributed to such Bank until the date such Bank
repays such amount to the Agent, at the Federal Funds Rate.
SECTION 2.14. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the
Committed Advances made by it (other than pursuant to Sections
2.09, 2.12, 2.16(c) or 2.17) in excess of its Percentage of
payments on account of the Committed Advances obtained by all the
Banks, then such Bank shall forthwith purchase from the other
Banks through the Agent such participations in the Committed
Advances made by them as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such
<PAGE>
excess payment is thereafter recovered from such purchasing Bank,
such purchase from each Bank shall be rescinded and such Bank
shall repay to the purchasing Bank the purchase price to the
extent of such recovery together with an amount equal to such
Bank's ratable share (according to the proportion of the amount
of such Bank's required repayment to the total amount so
recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the
total amount so recovered. The Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this
section may, to the fullest extent permitted by law, exercise all
its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Bank were the
direct creditor of the Borrower in the amount of such
participation.
SECTION 2.15. Use of Proceeds. The Borrower shall use the
proceeds of the Borrowings to repay Indebtedness of the Borrower
incurred under the Existing Agreement, to finance the Borrower's
share of the costs and expenses (including financing costs and
taxes) incurred or to be incurred in connection with the
exploration and development of Hydrocarbon Properties and the
production, refining and transportation of Hydrocarbons
therefrom, or for any other purpose not inconsistent with the
agreements of the Borrower made herein.
SECTION 2.16. Termination of Fuel Purchase Contract.
(a) The Borrower shall have the right to terminate the Fuel
Purchase Contract in accordance with this Section 2.16 and the
1985 SEC Order. No less than three calendar months nor more than
four calendar months before the effective date of termination of
the Fuel Purchase Contract, the Borrower shall give written
notice thereof (which shall be irrevocable when made) to the
Agent and the Banks stating the effective date of such
termination. The Borrower shall also furnish to the Agent and
each Bank, concurrent with the giving of notice to the SEC of
such termination, a copy of such notice.
(b) On the date of termination of the Fuel Purchase
Contract, whether by the Borrower or otherwise, automatically and
without any further action on the part of the Borrower, any Bank
or the Agent, all FPC Committed Advances shall convert into CMA
Committed Advances of the same Type and Interest Period (without
any amount being payable under Section 8.04(b)) and the FPC
Borrowing Base shall be reduced to zero.
(c) Any Bank which has any FPC Competitive Advances that
would otherwise be outstanding on the effective date of
termination of the Fuel Purchase Contract may, by written notice
to the Agent and the Borrower not later than five days prior to
such effective date (which notice shall be irrevocable and
binding upon such Bank and the Borrower), demand that all or part
of such FPC Competitive Advances be prepaid on such effective
date, together with accrued interest to the date of such
prepayment on the principal amount prepaid and all amounts
<PAGE>
payable, if any, in respect of such prepayment pursuant to
Section 8.04(b) and if such notice is given, all such amounts
shall be and become forthwith due and payable on such effective
date. If a Bank shall not so notify the Agent and the Borrower,
such Bank's FPC Competitive Advances shall automatically and
without any further action on the part of the Borrower, such Bank
or the Agent convert into CMA Competitive Advances (without any
amount being payable under Section 8.04(b)) on such effective
date.
SECTION 2.17. Taxes. The Borrower will pay to the Agent
(in accordance with Section 2.13) and to each Bank (in accordance
with Section 2.12) amounts of principal, interest, fees and other
amounts payable hereunder and under the Notes free and clear of
and without deduction for any and all present and future taxes,
levies, imposts, deductions, charges, withholdings, and all
liabilities with respect thereto, excluding income and franchise
taxes imposed on such Bank by the United States or any political
subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note to any Bank or the Agent,
the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions
applicable to additional sums payable under this Section) such
Bank or the Agent (as the case may be) receives an amount equal
to the sum it would have received had no such deductions been
made, the Borrower shall make such deductions and the Borrower
shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.
(b) In addition, the Borrower will pay any stamp and other
taxes payable or determined to be payable in connection with the
execution, delivery, filing, registration, performance and
enforcement of this Agreement, the Notes, the other Loan
Documents and the other documents to be delivered hereunder and
thereunder, Taxes specified in subsection (a) above and taxes of
all jurisdictions with respect to any amounts paid under this
subsection (b). If any of the Taxes specified in subsection (a)
above or the taxes mentioned in this subsection (b) are paid by
any Bank, such Bank will promptly notify the Borrower (with a
copy of such notice to the Agent) and the Borrower will, within
30 days of the issuance of such notice, indemnify such Bank for
such payments, together with any interest, penalties and expenses
in connection therewith, plus interest thereon at the Eurodollar
Rate then in effect hereunder. A certificate in reasonable
detail as to the amount of any such Taxes or taxes, submitted to
the Borrower and the Agent, shall be conclusive as to the amount
thereof.
(c) The Borrower will indemnify and save harmless each Bank
and the Agent for the full amount of Taxes and other taxes
described in subsections (a) or (b) above (including, without
limitation, any Taxes or other taxes imposed by any jurisdiction
on amounts payable under this Section) paid by such Bank or the
<PAGE>
Agent (as the case may be) and any and all liability (including
penalties, interest and expenses) arising therefrom or with
respect thereto, whether or not such Taxes or other taxes were
correctly or legally asserted. All payments hereunder shall be
made within 30 days from the date a Bank or the Agent (as the
case may be) makes written demand therefor. Each Bank and the
Agent agrees that, to the extent permitted by law and not
disadvantageous to such Bank or the Agent, the Borrower shall be
subrogated to any rights that such Bank or the Agent may have to
seek the return or reduction of such Taxes or other taxes after
payment thereof by such Bank or the Agent and after payment by
the Borrower of its indemnification obligations hereunder in
respect thereof.
(d) It is understood and agreed that, if the Borrower is
required to pay a particular amount both under the terms of
Section 2.12 and under the terms of this Section, the Borrower
shall not be required to make a double payment of such amount.
(e) Each Bank represents and warrants that either (i) it is
organized under the laws of a jurisdiction within the United
States or (ii) it has delivered to the Borrower and the Agent
duly completed copies of such form or forms prescribed by the
Internal Revenue Service indicating that such Bank is entitled to
receive payments without deduction or withholding of any United
States federal income taxes, as permitted by the Internal Revenue
Code. Each Bank that has delivered or hereafter delivers to the
Borrower and the Agent the form or forms referred to in the
preceding sentence further undertakes to deliver to the Borrower
and the Agent further copies of such form or forms, or successor
applicable form or forms, as the case may be, as and when any
previous form filed by it hereunder shall expire or shall become
incomplete or inaccurate in any respect. Each Bank represents
and warrants that each such form supplied by it to the Borrower
and the Agent pursuant to this subsection (e), and not superseded
by another form supplied by it, is or will be, as the case may
be, complete and accurate.
(f) Without prejudice to the survival of any other
agreement of the Borrower hereunder, the agreements and
obligations of the Borrower contained in this Section shall
survive the payment in full of principal and interest hereunder
and under the Notes.
SECTION 2.18. Extension of Termination Date. (a) Unless
the Commitment shall have terminated pursuant to the terms
hereof, the Borrower may make an irrevocable written request to
the Agent, at least 60 days but not more than 90 days prior to
the sixth anniversary of the Closing Date, to extend the
Termination Date for one year. If the Borrower shall make such
<PAGE>
irrevocable request, the Agent shall promptly forward such
request to each Bank and shall, no later than 45 days following
the date on which the Agent shall have received such request,
notify the Borrower in writing whether or not the Banks consent
to such request and, if the Banks so consent, any conditions of
such consent (including conditions relating to legal
documentation). The granting of any such consent shall be in the
sole and absolute discretion of each Bank, and if the Agent shall
not so notify the Borrower, the Banks shall be deemed not to have
consented to such request. It is agreed that the Agent shall not
consent to any such extension unless each Bank shall have
confirmed in writing to the Agent its agreement to such extension
and to the terms and conditions thereof.
(b) If all of the Banks agree to the extension described in
subsection (a) above, notwithstanding any provision to the
contrary contained in Section 2.06 hereof, the Commitment shall
automatically reduce, if and to the extent necessary, so that on
and after (i) the Amortization Date occurring in 2002, the
Commitment shall be no greater than $22,500,000 and (ii) the
Amortization Date occurring in 2003, the Commitment shall be
zero; provided, however, that on the Termination Date, the
Commitment shall be reduced to zero and terminated.
ARTICLE III
CONDITIONS OF LENDING
SECTION 3.01. Conditions Precedent to the Initial Advances.
The obligation of each Bank to make its initial Advance is
subject to the conditions precedent that the Borrower shall have
paid all fees then payable under Section 2.05 hereof, the
Borrower shall have terminated, and paid all amounts outstanding
under, the Existing Agreement (or shall have provided for such
payment from the proceeds of the initial Advances made hereunder)
and the Agent shall have received on or before the day of the
initial Borrowing the following, each dated such day, in form and
substance satisfactory to the Agent and (except for the Notes) in
sufficient copies for each Bank:
(a) The Notes payable to the order of the Banks,
respectively.
(b) The NEES Acknowledgment and the NEP Acknowledgment;
(c) The Collateral Assignments, together with,
(i) acknowledgment copies, dated not earlier than
seven days before the Closing Date, of proper financing
statements, duly filed on or before the effective date
hereof under the Uniform Commercial Code of the
Commonwealth of Massachusetts and such other
jurisdictions as the Agent may request, in respect of
the Collateral described in the Collateral Assignments;
and
<PAGE>
(ii) completed requests for information, dated on
or before the effective date hereof, as to effective
financing statements filed in the jurisdictions
referred to in clause (i) above, together with copies
of such financing statements.
(d) A certified copy of the Partnership Agreement, together
with a true and complete list of the material creditors of
Samedan-NEEI as of a date not earlier than 60 days before the
Closing Date.
(e) Certified copies of each of the Ancillary Agreements,
each of which shall have been amended so that such agreements
reflect this Agreement and so that none of such agreements shall
terminate (other than the Fuel Purchase Contract, in accordance
with Section 5.02(d) hereof), expire or be cancelable without the
consent of the Banks before the date on which the Notes are paid
in full and no Bank has any commitment to lend hereunder.
(f) Certified copies of the 1978 SEC Order, the 1985 SEC
Order, the FERC Settlement and the 1995 SEC Order.
(g) Certified copies of the resolutions of the Boards of
Directors of the Borrower, NEP and NEES evidencing approval of
the Loan Documents to which each is or is to be a party, and the
other matters contemplated hereby, and certified copies of all
documents evidencing other necessary corporate action, if any,
with respect to the Loan Documents and the Ancillary Agreements.
(h) Signed copies of certificates of the Clerk or an
Assistant Clerk of the Borrower, NEP and NEES which shall certify
the names of the respective officers of the Borrower, NEP and
NEES authorized to sign each of the Loan Documents to which it is
or is to be a party and the other documents or certificates to be
delivered pursuant to the Loan Documents by the Borrower, NEP or
NEES or any of their respective officers, together with the true
signatures of such officers. The Agent and the Banks may
conclusively rely on each such certificate until it shall receive
a further certificate of the Clerk or an Assistant Clerk of the
Borrower, NEP and NEES canceling or amending the prior
certificate of such company and submitting the signatures of the
officers named in such further certificate.
(i) A certificate of a duly authorized officer of the
Borrower stating that (i) the representations and warranties
<PAGE>
contained in Section 4.01 hereof and Section 4 of each
Collateral Assignment are correct on and as of the Closing
Date before and after giving effect to the initial Advances
to be made on such date and the application of proceeds
thereof, as though made on and as of such date, (ii) no
event has occurred and is continuing, or would result from
such initial Advances or the application of proceeds thereof
which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that
notice be given or time elapse or both and (iii) the
requirements of Section 2.01 hereof have been satisfied with
respect to such initial Advances.
(j) A certified copy of a letter substantially in the form
of the letter attached hereto as Exhibit 3.01(j), executed by all
the parties thereto.
(k) A favorable opinion of Kirk L. Ramsauer, Esq.,
Assistant General Counsel for the Borrower, NEP and NEES, in
substantially the form attached hereto as Exhibit 3.01(k) and as
to such other matters as any Bank through the Agent may
reasonably request.
(l) A favorable opinion of King & Spalding, special New
York counsel for the Agent, in substantially the form attached
hereto as Exhibit 3.01(l).
SECTION 3.02. Conditions Precedent to Each Advance. The
obligation of each Bank to make any Advance (other than its
initial Committed Advance on the Closing Date and other than with
respect to a Conversion) hereunder shall be subject to the
further conditions precedent that on the date of such Advance:
(a) the following statements shall be true (and each of the
giving of the applicable notice or request with respect to such
Advance and the acceptance by the Borrower of the proceeds of
such Advance shall constitute a representation and warranty by
the Borrower that on the date of such Advance such statements are
true):
(i) The representations and warranties contained in
Section 4.01 and in Section 4 of each Collateral Assignment
are correct on and as of the date of such Advance, before
and after giving effect to such Advance and to the
application of the proceeds therefrom, as though made on and
as of such date, except to the extent such representations
and warranties relate solely and expressly to an earlier
date,
<PAGE>
(ii) No event has occurred and is continuing, or
wouldresult from such Advance or from the application of the
proceeds therefrom, which constitutes an Event of Default or
which would constitute an Event of Default but for the
requirement that notice be given or time elapse or both, and
(iii) The corresponding requirements of Section 2.01
hereof have been satisfied in respect of such proposed
Advance.
(b) if applicable, the Agent shall have received from the
Borrower a certificate indicating any material reductions (other
than reductions resulting from amortization) that have occurred
in the amount of (i) in the case of a FPC Committed Borrowing or
FPC Competitive Borrowing, FPC Recapturable Costs or (ii) in the
case of a CMA Committed Borrowing or CMA Competitive Borrowing,
CMA Recapturable Costs, since the date of the most recent Rule 24
Report of the Borrower furnished to the Banks pursuant to Section
5.03 (and the acceptance by the Borrower of the proceeds of such
Borrowing in the absence of such certificate shall be deemed to
constitute a representation and warranty by the Borrower that on
the date of such Borrowing no such material reductions have
occurred); and
(c) the Agent shall have received such other approvals,
opinions or documents as any Bank through the Agent may
reasonably request not later than one Business Day following
receipt of the relevant Notice of Committed Borrowing or Notice
of Competitive Borrowing, as the case may be, as to the
legality, validity, binding effect or enforceability of this
Agreement, the Notes, any other Loan Document or any of the
Ancillary Agreements, any deviation (whether material or
immaterial) from the representations and warranties set forth in
Article IV hereof, or any law or regulation applicable to the
Borrower; and
(d) if such Advance is a Competitive Advance (including the
initial Competitive Advance), the Agent shall have received the
written confirmatory Notice of Competitive Borrowing with respect
thereto.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the
Borrower. The Borrower represents and warrants as follows:
(a) It is a corporation duly incorporated, validly existing
and in good standing under the laws of the Commonwealth of
Massachusetts and has all requisite power and authority,
corporate or otherwise, to conduct its business, to own its
properties and to execute and deliver, and to perform all of its
obligations under, this Agreement, the Notes and the other Loan
Documents to which it is or is to be a party. The Borrower is
duly qualified to do business in, and is in good standing in, all
other jurisdictions where the nature of its business or the
<PAGE>
nature of property owned or used by it makes such qualification
necessary.
(b) The execution, delivery and performance by the Borrower
of this Agreement, the Notes and other Loan Documents to which it
is or is to be a party have been duly authorized by all necessary
corporate action and do not and will not require any consent or
approval of its stockholders which has not been obtained,
violate any provision of any law (including, without limitation,
the Public Utility Holding Company Act of 1935), rule, regulation
(including, without limitation, Regulations U and X of the Board
of Governors of the Federal Reserve System), order, writ,
judgment, injunction, decree, determination or award presently in
effect having applicability to the Borrower or of the charter or
by-laws of the Borrower, or result in a breach of or constitute
a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which the Borrower is a
party or by which it or its properties may be bound or affected,
or result in, or require, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other
charge or encumbrance of any nature (other than pursuant to the
Collateral Assignments) upon or with respect to any properties
now owned or hereafter acquired by the Borrower; and it is not in
default in any material respect under any such law, rule,
regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or
instrument.
(c) All authorizations, consents, approvals, licenses,
exemptions from or filings or registrations with any court or
governmental department, commission, board, bureau, agency or
instrumentality which are or will be necessary to the valid
execution, delivery or performance by (i) the Borrower of this
Agreement, the Notes, the other Loan Documents to which it is or
is to be a party and the Ancillary Agreements to which it is a
party and (ii) each of NEP and NEES of the Ancillary Agreements
to which it is a party, have been duly obtained or made
(including, without limitation, the 1978 SEC Order, the 1985 SEC
Order, the 1995 SEC Order and the FERC Settlement), and are in
full force and effect.
(d) This Agreement constitutes, and the Notes and each of
the other Loan Documents to which it is or is to be a party when
delivered hereunder will constitute, a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in
accordance with its terms.
<PAGE>
(e) The Fuel Purchase Contract, true and complete copies of
which have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, has not been
amended or otherwise modified except as consented to by the
Banks, and, if and so long as the CMA Conversion Date shall not
have occurred, is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Fuel Purchase
Contract by any party thereto.
(f) The Capital Funds Agreement, true and complete copies
of which have been furnished to the Banks, has been duly
authorized, executed and delivered by all parties thereto, has
not been amended or otherwise modified except as consented to by
the Banks, and, if and so long as the CMA Conversion Date shall
not have occurred, is in full force and effect and is binding
upon and enforceable against all parties thereto in accordance
with its terms. There exists no default under the Capital Funds
Agreement by any party thereto.
(g) The Loan Agreement, true and complete copies of which
have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, has not been
amended or otherwise modified except as consented to by the
Banks, and, if and so long as the CMA Conversion Date shall not
have occurred, is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Loan Agreement by
any party thereto.
(h) The Partnership Agreement, true and complete copies of
which have been furnished to the Banks, has been duly authorized,
executed and delivered by all parties thereto, and has not been,
and (on or before the date of the initial Borrowing hereunder)
will not be, amended or otherwise modified (except that the
Borrower may amend, modify, renew or extend the term of the
Partnership Agreement, provided that the terms of the Partnership
Agreement as so amended, modified, renewed or extended, giving
due consideration to the standards and practices of the oil and
gas industry, are no less favorable to the Borrower than the
Partnership Agreement as in effect on the date hereof). The
Partnership Agreement is, and will remain, in full force and
effect, subject to termination in accordance with its terms. The
Partnership Agreement is binding upon and enforceable against all
parties thereto in accordance with its terms. There exists no
material default under the Partnership Agreement, or under any
other agreement evidencing a Hydrocarbon Property Venture, by any
party thereto.
(i) The Capital Maintenance Agreement, true and complete
copies of which have been furnished to the Banks, has been duly
<PAGE>
authorized, executed and delivered by all parties thereto, has
not been amended or otherwise modified except as consented to by
the Banks, and is in full force and effect and is binding upon
and enforceable against all parties thereto in accordance with
its terms. There exists no default under the Capital Maintenance
Agreement by any party thereto.
(j) Except as outstanding on the date hereof under the
Existing Agreement, there are no mortgages, deeds of trust,
pledges, liens, security interests or other charges or
encumbrances upon or with respect to any property or other
interests of the Borrower other than as permitted under Section
5.02(a) hereof.
(k) Each of the orders referred to in Section 3.01(f), true
and correct copies of which have been furnished to the Banks, has
been duly and properly issued, has not been amended or otherwise
modified except by orders referred to in Section 3.01(f), is in
full force and effect in accordance with its terms.
(l) The NEP Assignment does now, and will at all times
prior to the CMA Conversion Date, constitute a valid and
perfected first priority security interest in and to the
Collateral described therein, enforceable against all third
parties in all jurisdictions, securing the payment of all
obligations purported to be secured thereby; and all action
required to perfect fully the security interest so constituted
has been taken and completed.
(m) The NEES Assignment does now, and will at all times
prior to the CMA Conversion Date, constitute a valid and
perfected first priority security interest in and to the
Collateral described therein, enforceable against all third
parties in all jurisdictions, securing the payment of all
obligations purported to be secured thereby; and all action
required to perfect fully the security interest so constituted
has been taken and completed.
(n) The CMA Assignment does now, and will at all time
hereafter, constitute a valid and perfected first priority
security interest in and to the Collateral described therein,
enforceable against all third parties in all jurisdictions,
securing the payment of all obligations purported to be secured
thereby; all action required to perfect fully the security
interest so constituted has been taken and completed.
(o) The NEP Acknowledgment, when delivered hereunder, will
have been duly authorized, executed and delivered by NEP, will
not have been amended or otherwise modified and will at all times
prior to the CMA Conversion Date, constitute the legal, valid and
binding obligation of NEP enforceable against it in accordance
with its terms.
<PAGE>
(p) The NEES Acknowledgment, when delivered hereunder, will
have been duly authorized, executed and delivered by NEES, will
not have been amended or otherwise modified and will constitute
the legal, valid and binding obligation of NEES enforceable
against it in accordance with its terms.
(q) The balance sheets of the Borrower, NEP and NEES as at
December 31, 1994 and the related statements of income and
retained earnings for the fiscal years then ended, each certified
by Coopers & Lybrand, independent public accountants, copies of
which have been furnished to the Banks, fairly present the
financial condition, respectively, of the Borrower, NEP and NEES
as at such dates and the results of the operations, respectively,
of the Borrower, NEP and NEES for the periods ended on such
dates, all in accordance with generally accepted accounting
principles applied on a consistent basis. Since December 31,
1994 there has been no material adverse change in such financial
condition or operations of the Borrower, NEP or NEES.
(r) The Borrower does not have any Plans. No Termination
Event has occurred, or is reasonably expected to occur, and no
Prohibited Transaction has occurred, with respect to any Plans of
the Borrower or any ERISA Affiliate of the Borrower.
(s) There are no actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting the Borrower or
its properties before any court or governmental department,
commission, board, bureau, agency or instrumentality which, if
determined adversely, would have a material adverse effect on the
financial condition or operations of the Borrower. Except as
disclosed in the financial statements referred to in paragraph
(q) above, there are no actions, suits or proceedings pending or,
to its knowledge, threatened against or affecting NEP, NEES or
their respective properties before any court or governmental
department, commission, board, bureau, agency or instrumentality
which, if determined adversely, would have an adverse effect on
the ability of NEP or NEES, as the case may be, to perform and
observe its Acknowledgment, the Capital Funds Agreement, the Loan
Agreement, the Fuel Purchase Contract or the Capital Maintenance
Agreement. The Borrower has no material contingent liabilities,
material liabilities for taxes, material unusual forward or
long-term commitments or material unrealized or unanticipated
losses from any unfavorable commitments, except as reflected in
the financial statements referred to in paragraph (q) above.
(t) The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System) and no part of the
proceeds of any Advance will be used to purchase or carry margin
stock or to extend credit to others for the purpose of purchasing
or carrying any margin stock.
<PAGE>
(u) No proceeds of any Advance will be used to acquire any
security in any transaction which is subject to Section 13 and 14
of the Securities Exchange Act of 1934.
(v) Neither the business nor the properties of the Borrower
or any Hydrocarbon Property Venture are affected by any fire,
explosion, accident, strike, lockout or other labor dispute,
drought, storm, hail, earthquake, embargo, act of God or of the
public enemy or other casualty (whether or not covered by
insurance), materially and adversely affecting the business or
properties or the operations of the Borrower or such Hydrocarbon
Property Venture, as the case may be, taken as a whole.
(w) The Borrower has filed all tax returns (Federal, state
and local) required to be filed and paid all taxes shown thereon
to be due, including interest and penalties, or provided adequate
reserves for payment thereof, except that the Borrower may not
have paid certain taxes being contested by it in good faith and
by proper proceedings and for which proper reserves have been
established.
(x) No information, exhibit or report furnished by the
Borrower to the Agent or to the Banks in connection with the
negotiation of this Agreement or pursuant to or in connection
with the Loan Documents, including, without limitation, the
Information Memorandum, contained any material misstatement of
fact or omitted to state a material fact or any fact necessary to
make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
(y) All Hydrocarbon Properties (other than Post-1983
Hydrocarbon Properties) are entitled to the benefits of the Fuel
Purchase Contract.
(z) The Borrower is not an "investment company" within the
meaning ascribed to that term in the Investment Company Act of
1940, as amended.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01. Affirmative Covenants Other Than Reporting
Requirements. (a) So long as any Note shall remain unpaid or
any Bank shall have any commitment to lend hereunder, the
Borrower (i) will and (ii) will use its best efforts to cause
each Hydrocarbon Property Venture to, unless the Majority Banks
shall otherwise consent in writing:
(i) Compliance with Laws, Etc. Comply in all material
respects with all applicable laws, rules, regulations and
orders.
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(ii) Prudent Operation, Etc. Maintain, develop,
continuously operate and improve all Hydrocarbon Properties
in conformity with all applicable contracts and instruments
and in accordance with generally approved engineering and
other practices of prudent operators in the industry;
provided that, with respect to those portions of Hydrocarbon
Properties which are operated by Persons other than the
Borrower, the Borrower shall not be obligated to perform
undertakings performable only by such Persons (or which such
Persons have agreed to perform) and which are beyond the
control of the Borrower, provided that, the Borrower will
use its best efforts to bring about the performance of any
such undertakings by such Persons.
(iii) Payment of Taxes, Etc. Pay and discharge all
taxes, assessments and governmental charges or levies
imposed upon it or them or upon its or their income and
profits, or upon any properties belonging to it or them,
prior to the date on which penalties attach thereto, and all
lawful claims which, if unpaid, might become a lien or
charge upon any of its or their properties, provided that
neither the Borrower nor any Hydrocarbon Property Venture
shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested by it or them in good
faith and by proper proceedings and for which proper
reserves have been established.
(iv) Maintenance of Insurance. Maintain insurance with
responsible and reputable insurance companies or
associations in such amounts and covering such risks as is
usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in
which it or they operate.
(v) Preservation of Existence, Etc. Preserve and
maintain its and their existence, rights, franchises and
privileges in the jurisdiction of its or their respective
incorporation or formation, and qualify and remain qualified
in each jurisdiction in which such qualification is
necessary or desirable in view of its or their business and
operations or the ownership of its or their properties;
subject, in the case of Samedan-NEEI, to the terms and
provisions of the Partnership Agreement and subject, in the
case of each other Hydrocarbon Property Venture, to the
terms and provisions of its comparable constituent agreement
or document.
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(vi) Visitation Rights. At any reasonable time and
from time to time, permit the Agent or any Bank or any
agents or representatives thereof to examine and make copies
of and abstracts from the records and books of account of,
and visit the properties of, the Borrower or any Hydrocarbon
Property Venture and to discuss the affairs, finances and
accounts of the Borrower or any Hydrocarbon Property Venture
with any of its or their respective officers or directors.
(vii) Keeping of Records and Books of Account. Keep
adequate records and books of account, in which complete
entries will be made in accordance with generally accepted
accounting principles consistently applied, reflecting all
financial transactions of the Borrower and any Hydrocarbon
Property Venture.
(viii) Maintenance of Properties, Etc. Maintain and
preserve all of its or their properties necessary or useful
in the proper conduct of its or their business relating to
Hydrocarbons or Hydrocarbon Properties in good working order
and condition, ordinary wear and tear excepted, and, if any
of such properties is affected by any fire, explosion,
accident, drought, storm, hail, earthquake, act of God or of
the public enemy or other casualty, diligently take proper
steps to repair or replace such property.
(b) So long as any Note shall remain unpaid or any Bank
shall have any commitment to lend hereunder, the Borrower will,
unless the Majority Banks shall otherwise consent in writing:
(i) Performance of Ancillary Agreements. Perform and
observe all the material terms and provisions to be
performed or observed by it, of the Ancillary Agreements,
the Partnership Agreement and any other agreements
evidencing Hydrocarbon Property Ventures, maintain each such
agreement in full force and effect (subject, in the case of
the Partnership Agreement to termination in accordance with
its terms and in the case of the Fuel Purchase Contract, to
termination in accordance with Section 2.16 hereof), enforce
each such agreement in accordance with its terms, and take
all such action to such end as may be from time to time
requested by the Agent.
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(ii) Notices and Requests Pursuant to Certain Ancillary
Agreements. Furnish to the Agent promptly upon receipt
thereof copies of all notices, requests and other documents
(other than as agreed by the Borrower and the Agent)
received by the Borrower under or pursuant to the Fuel
Purchase Contract, the Capital Funds Agreement, the Capital
Maintenance Agreement or the Loan Agreement and from time to
time, upon request of the Agent, and in accordance with the
terms of the respective Assignments thereof, make to NEP or
NEES such demands and requests for information and reports
or for action as the Borrower is entitled to make under the
Fuel Purchase Contract, the Capital Funds Agreement, the
Capital Maintenance Agreement or the Loan Agreement.
(iii) Notice of Provision. Give written notice to each
other party to a Hydrocarbon Property Venture of the terms
of Sections 5.02(g) and (j).
(iv) Sale of Hydrocarbon Properties' Production. So
long as the CMA Conversion Date has not occurred, sell to
NEP the fuel resulting from the refining of Hydrocarbons
produced from Hydrocarbon Properties (other than Post-1983
Hydrocarbon Properties), to the extent that such fuel meets
the requirements of NEP, exchange such Hydrocarbons to
obtain fuel meeting the requirements of NEP, and sell such
fuel to NEP or sell such Hydrocarbons to Persons other than
NEP, use the proceeds from such sales to purchase, as soon
as practicable, fuel meeting the requirements of NEP and
sell such fuel to NEP.
SECTION 5.02. Negative Covenants. So long as any Note
shall remain unpaid or any Bank shall have any commitment to lend
hereunder, the Borrower will not, without the prior written
consent of the Majority Banks:
(a) Lien. Create, incur, assume or suffer to exist, or
permit any Hydrocarbon Property Venture to create, incur, assume
or suffer to exist, any mortgage, deed of trust, pledge, lien,
security interest or other charge or encumbrance (including the
lien or retained security title of a conditional vendor), or any
other type of preferential arrangement (including production
payment financing), upon or with respect to any of the Collateral
or any Hydrocarbons, Hydrocarbon Properties or the Borrower's
interest in Samedan-NEEI or in any other Hydrocarbon Property
Venture or the Borrower's rights under any Ancillary Agreement,
or assign or otherwise convey, or permit any Hydrocarbon Property
Venture to assign or otherwise convey, any right to receive
income from any of the Collateral or any Hydrocarbons or
Hydrocarbon Properties or Ancillary Agreements, except that the
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foregoing restrictions shall not apply to mortgages, deeds of
trust, pledges, liens, security interest or other charges or
encumbrances, or preferential arrangements, created by or
pursuant to the Loan Documents or:
(i) arising in connection with the separate fuel
procurement and inventory activities of the Borrower
authorized by the SEC in the 1978 SEC Order, if limited to
Inventoried Fuel and the proceeds from the sale thereof;
(ii) for taxes, assessments or governmental charges or
levies on property of the Borrower or any Hydrocarbon
Property Venture if the same shall not at the time be
delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate
proceedings;
(iii) imposed by law, such as carriers', workmen's,
materialmen's, warehousemen's and mechanics' liens and other
similar liens arising in the ordinary course of business in
respect of obligations which are not yet due or which are
being contested in good faith and by appropriate
proceedings;
(iv) arising out of pledges or deposits under workmen's
compensation laws, unemployment insurance, old age pensions,
or other similar social security or retirement benefits, or
similar legislation;
(v) upon Hydrocarbon Properties beneficially owned by
any Hydrocarbon Property Venture, to secure obligations
(other than Indebtedness) incurred in the ordinary course of
business; or
(vi) as in effect on the date hereof under the Existing
Agreement.
(b) Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness, other than Indebtedness under the Loan
Documents, Subordinated Debt, and Indebtedness incurred in the
ordinary course of business for the deferred purchase price of
property or services on ordinary trade terms.
(c) Partial Asset Sale. Sell, assign, lease or otherwise
dispose of any of its interest in any Hydrocarbon Properties
(other than sales of Hydrocarbons after severance in the ordinary
course of business), unless the provisions of Section 2.11(d)
hereof shall have been complied with in respect of any resulting
decrease in the FPC Borrowing Base or CMA Borrowing Base.
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(d) Hydrocarbon Property Ventures Agreement. With respect
to the Ancillary Agreements, the Partnership Agreement and any
other agreement evidencing Hydrocarbon Property Ventures:
(i) Cancel, terminate or fail to renew any such
agreement or consent to or accept any cancellation or
termination thereof (except that the Borrower may terminate,
cancel, fail to renew, or consent to or accept any
cancellation or termination of, (A) the Partnership
Agreement in accordance with its terms, (B) the Fuel
Purchase Contract in accordance with Section 2.16 and
(C) the Capital Funds Agreement and the Loan Agreement so
long as the CMA Conversion Date shall have occurred).
(ii) Amend or otherwise modify any such agreement or
the definition of "current reserve estimates" set forth in
subsection (f)(i) below, or give any consent to any
departure from or waiver of any of the terms or provisions
of any such agreement or definition (except that the
Borrower may amend, modify, renew or extend the term of the
Partnership Agreement, provided that the terms of the
Partnership Agreement as so amended, modified, renewed or
extended, giving due consideration to the standards and
practices of the oil and gas industry, are no less favorable
to the Borrower than the Partnership Agreement as in effect
on the date hereof).
(iii) Take any other action in connection with any such
agreement which would impair the value of the interest or
rights of the Borrower, the Banks or the Agent thereunder or
the ability of the Borrower to make the payments required
hereunder and under the Notes.
(e) Amendment of Order. Seek, petition or make application
for or consent to any amendment, alteration, modification or
termination of the 1978 SEC Order, the 1985 SEC Order, the 1995
SEC Order or the FERC Settlement.
(f) Sale of Hydrocarbon Properties' Production.
(i) So long as the CMA Conversion Date has not
occurred, sell, exchange or otherwise dispose of any
Hydrocarbons produced from Hydrocarbon Properties (other
than Post-1983 Hydrocarbon Properties) except as follows:
sell to NEP the fuel resulting from the refining of such
Hydrocarbons, to the extent that such fuel meets the
requirements of NEP, exchange such Hydrocarbons to obtain
fuel meeting the requirements of NEP, but only if the fuel
acquired is sold by the Borrower to NEP or sell such
Hydrocarbons to Persons other than NEP, but only if the
proceeds to the Borrower from such sales (to the
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extent necessary to purchase or acquire an equivalent amount
of barrels to those so sold) are used by the Borrower as
soon as practicable to purchase or acquire fuel meeting
NEP's requirements and such fuel is then sold to NEP; sell
fuel described in clauses (A), (B) and (C) above to NEP at a
price other than determined in accordance with the pricing
policy set forth in the 1978 SEC Order as amended by the
1985 SEC Order; and utilize for the purpose of determining
"current reserve estimates" (as such term is used in the
1978 SEC Order and the 1985 SEC Order) an amount other than
the amount of Proved and Probable Reserves, or such lesser
amount as may be determined by the Borrower.
(ii) At any time with respect to Post-1983 Hydrocarbon
Properties and on or after the CMA Conversion Date with
respect to any Hydrocarbons produced from Hydrocarbon
Properties, sell, exchange or otherwise dispose of such
Hydrocarbons produced from such Hydrocarbon Properties, for
less than fair market value thereof at the wellhead when
sold (taking into account comparable quantity and quality of
production and comparable markets and market conditions, it
being understood that the Borrower may elect whether to sell
in interstate or intrastate commerce) or, in the case of
sales pursuant to then existing sales contracts, at less
than the contract prices receivable thereunder.
(g) Terms of Hydrocarbon Property Venture Agreement. Enter
into or remain a party to any Hydrocarbon Property Venture which
is permitted to sell, transfer, assign, mortgage, pledge or
encumber any Hydrocarbon Properties without the Borrower's
consent or which does not grant the Borrower the option, subject
to the operating agreements in effect from time to time, to take
in kind the portion of the production of such Hydrocarbon
Property Venture attributable to the Borrower in each case,
except as provided in the Partnership Agreement.
(h) Mergers, Etc. Merge with or into or consolidate with
or into, or sell, assign, lease or otherwise dispose of (whether
in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter
acquired) to, any Person or Persons.
(i) Restrictions on Business of the Borrower. (i) Acquire
by any means, any Hydrocarbon Property which would not be
entitled to the benefit of the Fuel Purchase Agreement or
(ii) engage in any business or activity other than, (A) with
respect to Hydrocarbons, (1) the exploration for and development
of Hydrocarbon Properties and the production, processing,
refining and sale of Hydrocarbons therefrom, (2) the sale,
exchange and transportation of Hydrocarbons, and (3) those
activities reasonably incident thereto; (B) with respect to
Inventoried Fuel, (1) the procurement, inventorying, sale and
transportation of Inventoried Fuel and (2) those activities
reasonably incident thereto.
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(j) Restrictions on Business of Hydrocarbon Property
Venture. Permit any Hydrocarbon Property Venture to engage in
any business other than exploration, development, production,
processing, refining, transportation or marketing in respect of
Hydrocarbons.
(k) Dividends. So long as the CMA Conversion Date has not
occurred or an event has occurred and is continuing that
constitutes an Event of Default or that would constitute an Event
of Default but for the requirement that notice be given or time
elapse or both, declare or pay any dividends, purchase, redeem,
retire or otherwise acquire for value any of its capital stock
now or hereafter outstanding, return any capital to its
stockholders as such, or make any distribution of assets to its
stockholders as such.
(l) Investments. Make any loan or advance to any Person
(including, without limitation, any Hydrocarbon Property Venture)
or purchase or otherwise acquire any capital stock, obligation or
other security of, make any capital contribution to, or otherwise
invest in, any Person (including, without limitation, any
Hydrocarbon Property Venture) other than Permitted Investments;
provided, however, that the Borrower may make any capital
contribution required by the Partnership Agreement.
(m) Subsidiaries. Create or suffer to exist any
Subsidiary.
(n) Plans, Etc. Permit to exist any occurrence of any
Reportable Event, or any other event or condition, which presents
a material (in the reasonable opinion of the Majority Banks) risk
of termination by the PBGC of any Plan of the Borrower or, having
used anything less than its best efforts, any of its ERISA
Affiliates, which termination will result in any material (in the
reasonable opinion of the Majority Banks) liability of the
Borrower or such ERISA Affiliate to the PBGC.
SECTION 5.03. Reporting Requirement. So long as any Note
shall remain unpaid or any Bank shall have any commitment to lend
hereunder, the Borrower will, unless the Majority Banks shall
otherwise consent in writing, furnish to the Agent and each Bank:
(a) as soon as possible and in any event within five days
after the occurrence of each Event of Default or each event
which, with the giving of notice or lapse of time or both, would
constitute an Event of Default, continuing on the date of such
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statement, the statement of the Vice President-Finance, Treasurer
or Controller of the Borrower setting forth details of such Event
of Default or event and the action which the Borrower proposes to
take with respect thereto;
(b) as soon as available and in any event within 60 days
after the end of each of the first three quarters of each fiscal
year of the Borrower, NEP or NEES, a balance sheet of the
Borrower, NEP or NEES (as the case may be) as of the end of such
quarter and the related statements of income and retained
earnings and of cash flows for the period commencing at the end
of the previous fiscal year and ending with the end of such
quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding period of the
preceding fiscal year, all in reasonable detail and duly
certified (subject to year-end audit adjustments) by the Vice
President-Finance, Treasurer or Controller of the Borrower, NEP
or NEES (as the case may be) as having been prepared in
accordance with generally accepted accounting principles,
together with (in the case of the Borrower only) a certificate of
said officer of the Borrower stating that he has no knowledge
that an Event of Default, or an event which, with the giving of
notice or the lapse of time or both, would constitute an Event of
Default, has occurred and is continuing or, if an Event of
Default or such event has occurred and is continuing, a statement
as to the nature thereof and the action which the Borrower
proposes to take with respect thereto;
(c) as soon as available and in any event within 120 days
after the end of each fiscal year of the Borrower, NEP or NEES,
beginning with its fiscal year ending in 1995 a balance sheet of
the Borrower, NEP or NEES (as the case may be) as of the end of
such fiscal year and the related statements of income and
retained earnings and of cash flows, certified by Coopers &
Lybrand or other independent public accountants of recognized
standing acceptable to the Majority Banks, together with a
certificate of such accounting firm to the Agent and the Banks
stating that in the course of its audit, which audit was
conducted by such accounting firm in accordance with generally
accepted auditing standards, such accounting firm has obtained no
knowledge that an Event of Default, or an event which, with the
giving of notice or the lapse of time or both, would constitute
an Event of Default, has occurred and is continuing, or if, in
the opinion of such accounting firm, an Event of Default or such
event has occurred and is continuing, a statement as to the
nature thereof;
(d) promptly after the sending or filing thereof, and in
any event at the time of the delivery of the reports delivered
pursuant to paragraphs (b) and (c) above, the Rule 24 Report in
respect of such calendar quarter together with a balance sheet of
the Borrower prepared on a basis consistent with the balance
sheet contained in the Rule 24 Report filed with the SEC on
February 14, 1995, duly certified (subject to year-end audit
adjustments) by the Vice President-Finance, Treasurer or
Controller of the Borrower, as having been prepared in accordance
with this paragraph;
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(e) promptly upon its receipt of requests therefor from the
Agent, copies of all financial statements, reports, notices,
requests or other documents received or given by the Borrower in
connection with any Hydrocarbon Property Venture;
(f) promptly after the commencement thereof, notice of all
actions, suits and proceedings before any court of governmental
department, commission, board, bureau, agency or instrumentality
affecting the Borrower, NEP, NEES or any Hydrocarbon Property
Venture of the type described in Section 4.01(s);
(g) promptly after the sending or filing thereof, copies of
all proxy statements, financial statements and reports which NEES
sends to its stockholders, copies of all press releases issued by
or with the authorization of the Borrower, NEP or NEES, and
copies of all regular, periodic and special reports which the
Borrower, NEP or NEES files with the SEC (including, but not
limited to, Rule 24 Reports but excluding reports of a routine
nature as agreed between the Borrower and the Agent) or any
governmental authority which may be substituted therefor, or with
any national securities exchange;
(h) upon request of any Bank, through the Agent, within 60
days after the end of each calendar quarter, a report of the
Borrower showing, for such calendar quarter, the gross
quantities of oil, gas, gas liquids and other products included
in the production of Hydrocarbons from Proved and Probable
Reserves (stated in barrels for oil and liquid oil products, MCF
for gas and barrels for gas liquids) and the net quantities of
oil, gas, gas liquids and other products included in the
production of Hydrocarbons from Proved and Probable Reserves
(stated in barrels for oil and products, MCF for gas and barrels
for gas liquids);
(i) promptly after the filing or receiving thereof, copies
of all reports and notices which the Borrower or any ERISA
Affiliate of the Borrower files under ERISA with the Internal
Revenue Service or the PBGC or the U.S. Department of Labor or
which the Borrower or any such ERISA Affiliate receives from the
PBGC or the U.S. Department of Labor; and promptly after the
filing thereof, copies of IRS form 5500 filed by the Borrower,
NEP and NEES;
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(j) promptly after the filing or receiving thereof, copies
of all petitions, notices, protests, complaints, pleadings or
other filings seeking amendment or modification of any of the
Ancillary Agreements or any regulatory approvals, consents or
authorizations provided in connection therewith; and
(k) such other information respecting the business, the
properties or the condition or operations, financial or
otherwise, of the Borrower, NEP, NEES or any Hydrocarbon Property
Venture as the Agent may from time to time reasonably request.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. If any of the following
events ("Events of Default") shall occur and be continuing:
(a) The Borrower shall fail to pay any principal of any
Note when the same becomes due, or shall fail to pay any interest
or fees or other amounts due hereunder within five days after the
same shall have become due; or
(b) Any representation or warranty made or deemed made by
the Borrower herein or by the Borrower, NEP or NEES in any other
Loan Document, or by the Borrower, NEP or NEES (or any of their
respective officers) in connection with this Agreement shall
prove to have been incorrect in any material respect when made or
deemed made; or
(c) The Borrower shall fail to perform or observe any term,
covenant or agreement contained in Section 5.01(b)(i) through
(b)(ii), inclusive, or Section 5.02 and such failure remains
unremedied for ten days after written notice thereof shall have
been given to the Borrower; or the Borrower, NEP or NEES shall
fail to perform or observe any term, covenant or agreement to be
performed by any or all of them under any of the Ancillary
Agreements; or the Borrower, NEP or NEES shall fail to perform or
observe any other term, covenant or agreement contained in this
Agreement or any other Loan Document on its part to be performed
or observed if the failure to perform or observe such other term,
covenant or agreement shall remain unremedied for 30 days after
written notice thereof shall have been given to the Borrower, NEP
or NEES, as the case may be, by the Agent or any Bank; or
(d) The pricing formula contained in the 1978 SEC Order, as
modified by the 1985 SEC Order, and relating to the sale of
Hydrocarbons pursuant to the Fuel Purchase Contract shall be
amended, altered or modified other than with the consent of the
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Banks or to reflect the termination of the Fuel Purchase Contract
in a manner consistent with the 1985 SEC Order and Section 2.16
hereof (if, in the sole judgment of the Banks, which judgment
shall be reasonably exercised, such amendment, alteration or
modification is likely to have an adverse effect on the ability
of the Borrower to make the payments required under this
Agreement or under the Notes) or shall be terminated or cease to
be applicable to the sale of Hydrocarbons produced from
Hydrocarbon Properties (other than Post-1983 Hydrocarbon
Properties), other than with the consent of the Banks or in
connection with the termination of the Fuel Purchase Contract in
a manner consistent with the 1985 SEC Order and Section 2.16
hereof; or
(e) The Borrower, NEES or NEP shall fail to pay any
principal of or premium or interest on any Indebtedness which is
outstanding in a principal amount of at least $1,000,000 in the
aggregate (but excluding Indebtedness evidenced by the Notes) of
the Borrower, NEES or NEP (as the case may be), when the same
becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any,
specified in the agreement or instrument relating to such
Indebtedness; or any other event shall occur or condition shall
exist under any agreement or instrument relating to any such
Indebtedness and shall continue after the applicable grace
period, if any, specified in such agreement or instrument, if the
effect of such event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Indebtedness, unless
such occurrence or condition shall have been waived by all
holders of such Indebtedness; or any such Indebtedness shall be
declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment), prior to the
stated maturity thereof; or
(f) This Agreement, the Notes or any of the other Loan
Documents, or any of the Ancillary Agreements shall, at any time
after their respective execution and delivery and for any reason,
cease to be in full force and effect in accordance with its terms
or shall be declared to be null and void, or the validity or
enforceability thereof shall be contested by the Borrower, NEP or
NEES, or the Borrower, NEP or NEES shall deny that it has any or
further liability or obligation under this Agreement, the Notes
or any of the other Loan Documents, or any of the Ancillary
Agreements to which it is a party, except in connection with the
termination of the Fuel Purchase Contract in a manner consistent
with the 1985 SEC Order and Section 2.16 hereof; or
(g) Any Collateral Assignment shall, at any time after its
execution and delivery and for any reason, cease to constitute a
valid and subsisting lien and a valid and perfected security
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interest in and to the property purported to be subject to such
Collateral Assignment, except to reflect the termination of the
Fuel Purchase Contract in a manner consistent with the 1985 SEC
Order and Section 2.16 hereof; or
(h) The Borrower, NEP or NEES shall generally not pay its
debts as such debts become due, shall admit in writing its
inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall
be instituted by or against the Borrower, NEP or NEES seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating
to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property; or the Borrower,
NEP or NEES shall take any corporate action to authorize any of
the actions set forth above in this subsection (h); or
(i) Any Plan of the Borrower or any ERISA Affiliate of the
Borrower shall fail to maintain the minimum funding standards
required by Section 412 of the Internal Revenue Code for any plan
year or a waiver of such standard is sought or granted under
Section 412(d) of the Internal Revenue Code, or any Plan of the
Borrower or any ERISA Affiliate of the Borrower is, shall have
been or will be terminated or the subject of termination
proceedings under ERISA, or the Borrower or any ERISA Affiliate
of the Borrower has incurred or will incur a liability to or on
account of any Plan under Sections 4062, 4063 or 4064 of ERISA
and there shall result from such event either a liability or a
material risk of incurring a liability to the PBGC or any Plan,
or any Termination Event with respect to any Plan of the Borrower
or any ERISA Affiliate of the Borrower shall have occurred, and
(i) such Termination Event (if correctable) shall not have been
corrected and (ii) the then-present value of such Plan's vested
benefits exceeds the then-current value of assets accumulated in
such Plan by more than the amount of $5,000,000 (or in the case
of a Termination Event involving the withdrawal of a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), the
withdrawing employer's proportionate share of such excess shall
exceed such amount); or
(j) The Borrower or any of its ERISA Affiliates as employer
under a Multiemployer Plan shall have made a complete or partial
withdrawal from such Multiemployer Plan and the plan sponsor of
such Multiemployer Plan shall have notified such withdrawing
employer that such employer has incurred a withdrawal liability
in an annual amount exceeding $5,000,000; or
<PAGE>
(k) Any judgment or order for the payment of money in
excess of $500,000 shall be rendered against the Borrower or
Samedan-NEEI and either (i) enforcement proceedings shall have
been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 10 consecutive days during
which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; or a
final judgment for the payment of money in excess of $10,000,000
shall be rendered against the Borrower or Samedan-NEEI and the
payment of such sum would have (in the reasonable judgment of the
Majority Banks) a material adverse effect on the financial
condition or operations of the Borrower or Samedan-NEEI;
then, and in any such event, the Agent (i) shall at the request,
or may with the consent, of the Banks having aggregate
Percentages of the Commitment in excess of 50%, by notice to the
Borrower, declare the obligation of each Bank to make Advances to
be terminated, whereupon the same shall immediately terminate,
and (ii) shall at the request, or may with the consent, of the
Banks owed more than 50% of the then aggregate unpaid principal
amount of the Advances owing to Banks, by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts
payable under this Agreement to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; provided, however, that
in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code,
(A) the obligation of each Bank to make Advances shall
automatically be terminated and (B) the Notes, all such interest
and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the
Borrower.
ARTICLE VII
THE AGENT
SECTION 7.01. Authorization and Action. Each Bank hereby
appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and
the other Loan Documents as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for
by this Agreement (including, without limitation, enforcement or
collection of the Notes) or any other Loan Document, the Agent
shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting
(and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Majority Banks (or such
other number of Banks as may be specified by any provision
hereof), and such instructions shall be binding upon all Banks
and all holders of Notes; provided, however, that the Agent shall
not be required to take any action which exposes the Agent to
<PAGE>
personal liability or which is contrary to this Agreement or
applicable law. The Agent shall not consent to any amendment to
any Collateral Assignment or any Acknowledgement without the
prior written consent of the Majority Lenders (or such other
number of Banks as specified in Section 8.01). The Agent agrees
to give to each Bank prompt notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement or any Loan
Document.
SECTION 7.02. Agent's Reliance, Etc. Neither the Agent nor
any of its directors, officers, shareholders, agents or employees
shall be liable for any action taken or omitted to be taken by it
or them under or in connection with this Agreement or any other
Loan Document, except for its or their own gross negligence or
wilful misconduct. Without limitation of the generality of the
foregoing, the Agent: (i) may treat the payee of any note as the
holder thereof until the Agent receives and accepts a Bank
Assignment providing for the assignment thereof, in accordance
with Section 8.07, or receives other written notice of the
assignment or transfer thereof signed by such payee and in form
satisfactory to the Agent; (ii) may consult with legal counsel
(including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants
or experts; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements,
warranties or representations made in or in connection with this
Agreement, in the Information Memorandum or otherwise; (iv) shall
not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or
conditions of this Agreement, any other Loan Document or any of
the Ancillary Agreements on the part of the Borrower, NEP, NEES
or any Hydrocarbon Property Venture or to inspect the property
(including the books and records) of the Borrower, NEP, NEES or
any Hydrocarbon Property Venture; (v) shall not be responsible to
any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this
Agreement or any other instrument or document furnished pursuant
hereto; and (vi) shall incur no liability under or in respect of
this Agreement or any other Loan Document or any of the Ancillary
Agreements by acting upon any notice, consent, certificate or
other instrument or writing (which may be by telecopy, telegram,
cable or telex) believed by it to be genuine and signed or sent
by the proper party or parties.
<PAGE>
SECTION 7.03. Credit Suisse and Affiliates. With respect
to its Percentage, the Advances made by it and the Notes issued
to it, Credit Suisse shall have the same rights and powers under
this Agreement as any other Bank and may exercise the same as
though it were not the Agent; and the term "Bank" or "Banks"
shall, unless otherwise expressly indicated, include Credit
Suisse in its individual capacity. Credit Suisse and its
affiliates may accept deposits from, lend money to, act as
trustee under indentures of, and generally engage in any kind of
business with, the Borrower, any of its affiliates and any Person
who may do business with or own securities of the Borrower, any
such affiliates or any Hydrocarbon Property Venture, all as if
Credit Suisse were not the Agent and without any duty to account
therefor to the Banks.
SECTION 7.04. Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Agent or
any other Bank and based on the financial statements referred to
in Section 4.01 and such other documents and information as it
has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Bank also acknowledges that
it will, independently and without reliance upon the Agent or any
other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement.
SECTION 7.05. Indemnification. The Banks agree to
indemnify the Agent (to the extent not reimbursed by the
Borrower), ratably according to the respective principal amounts
of the Committed Notes then held by each of them (or if no
Committed Notes are at the time outstanding ratably according to
their respective Percentages), from and against any and all
liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or
asserted against the Agent in any way relating to or arising out
of this Agreement or any action taken or omitted by the Agent
under this Agreement, provided that no Bank shall be liable for
any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Agent's gross negligence or
wilful misconduct. Without limitation of the foregoing, each
Bank agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel
fees) incurred by the Agent in connection with the preparation,
execution, delivery, filing, recording, administration,
modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice
in respect of rights or responsibilities under, this Agreement,
to the extent that the Agent is not reimbursed for such expenses
by the Borrower.
<PAGE>
SECTION 7.06. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Banks and the
Borrower and may be removed at any time with or without cause by
the Majority Banks. Upon any such resignation or removal, the
Majority Banks shall have the right to appoint a successor Agent,
with the consent of the Borrower (which shall not unreasonably be
withheld). If no successor Agent shall have been so appointed by
the Majority Banks, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Banks' removal of the retiring Agent,
then the retiring Agent may, on behalf of the Banks, with the
consent of the Borrower (which shall not unreasonably be
withheld), appoint a successor Agent, which shall be a commercial
bank organized under the laws of the United States of America or
of any State thereof or the Dominion of Canada and having a
combined capital and surplus of at least $100,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor
Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the
provisions of this Article VII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Agent
under this Agreement.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01. Amendments, Etc. No amendment or waiver of
any provision of this Agreement or the Notes, nor consent to any
departure by the Borrower therefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Majority Banks and the Borrower, and then such waiver or consent
shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed
by all the Banks, do any of the following: (a) waive any of the
conditions specified in Sections 3.01 or 3.02, (b) increase the
Percentages of the Banks or subject the Banks to any additional
obligations, (c) reduce the principal of, or interest on, the
Committed Notes or any fees or other amounts payable hereunder,
(d) postpone any date fixed for any payment of principal of, or
interest on, the Committed Notes or any fees or other amounts
payable hereunder, (e) postpone any scheduled Commitment
reduction under Section 2.06(a), (f) release any Collateral
except as shall be otherwise provided in any Loan Document, (g)
release or excuse, in whole or in part, any obligations of the
Borrower, NEES or NEP under any Ancillary Agreement, (h) change
the percentage of any Percentage or of the aggregate unpaid
principal amount of the Advances, or the number of Banks, which
shall be required for the Banks or any of them to take any action
hereunder or (i) amend this Section 8.01; provided, further, that
no amendment, waiver or consent shall, unless in writing and
signed by the Bank holding the relevant Competitive Note:
<PAGE>
(x) reduce the principal of, or interest on, a Competitive Note
or (y) postpone any date fixed for any payment of principal of,
or interest on, a Competitive Note; and provided, further, that
no amendment, waiver or consent shall, unless in writing and
signed by the Agent in addition to the Banks required above to
take such action, affect the rights or duties of the Agent under
this Agreement, any other Loan Document or any of the Ancillary
Agreements.
SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing
(including telegraphic, telecopy, telex or cable communication)
and mailed, telegraphed, telecopied, telexed, cabled or
delivered, if to the Borrower, at its address at 25 Research
Drive, Westborough, Massachusetts 01582, Attention: John G.
Cochrane, Treasurer; if to any Bank, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; and if
to the Agent, at its address at 12 East 49th Street, New York,
New York 10017, Attention: Syndications; or, as to each party,
at such other address as shall be designated by such party in a
written notice to the other parties. All such notices and
communications shall, when mailed, telegraphed, telecopied,
telexed or cabled, be effective three days following deposit in
the mails, when delivered to the telegraph company, when
telecopied, when confirmed by telex answerback or when delivered
to the cable company, respectively, addressed as aforesaid,
except that notices and communications to the Agent pursuant to
Article II, VII or VIII shall not be effective until received by
the Agent.
SECTION 8.03. No Waiver; Remedies. No failure on the part
of any Bank or the Agent to exercise, and no delay in exercising,
any right hereunder or under any Note or other Loan Document
shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 8.04. Costs and Expenses. (a) The Borrower agrees
to pay on demand all costs and expenses in connection with the
preparation, execution, delivery, filing, recording,
administration, modification and amendment of this Agreement, the
Notes, the other Loan Documents and the other documents to be
delivered hereunder and thereunder, including, without
limitation, (i) all reasonable expenses of the Agent, including
expenses for travel, communications, couriers and filing fees and
(ii) the reasonable fees and out-of-pocket expenses of counsel
for the Agent, and local or special counsel who may be retained
by said counsel, with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under
this Agreement and the other Loan Documents; and, upon the
occurrence and during the continuance of an Event of Default or
an event which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default, the Borrower agrees
to pay all costs and expenses, if any (including, without
<PAGE>
limitation, reasonable counsel fees and expenses), incurred by
the Agent and the Banks in connection with the enforcement
(whether through negotiations, legal proceedings or otherwise) of
this Agreement, the Notes, the other Loan Documents and the other
documents to be delivered hereunder and thereunder.
(b) If any payment of principal of any Eurodollar Rate
Advance or Competitive Advance is made other than on the last day
of the Interest Period for such Advance, as a result of a payment
pursuant to Section 2.11 or acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason, the
Borrower shall, upon demand by any Bank (with a copy of such
demand to the Agent), pay to the Agent for the account of such
Bank any amounts required to compensate such Bank for any
additional losses, costs or expenses which it may reasonably
incur as a result of such payment, including, without limitation,
any loss (including Funding Losses), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other
funds acquired by any Bank to fund or maintain such Advance.
SECTION 8.05. Right of Set-off. Upon (i) the occurrence
and during the continuance of any Event of Default and (ii) the
making of the request or the granting of the consent specified by
Section 6.01 to authorize the Agent to declare the Notes due and
payable pursuant to the provisions of Section 6.01, each Bank is
hereby authorized at any time and from time to time, without
notice to the Borrower (any such notice being expressly waived by
the Borrower) to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Bank to or
for the credit or the account of the Borrower against any and all
of the obligations of the Borrower now or hereafter existing
under this Agreement and any Note held by such Bank, irrespective
of whether or not such Bank shall have made any demand under this
Agreement or such Note and although such obligations may be
unmatured. Each Bank agrees promptly to notify the Borrower
after any such set-off and application made by such Bank;
provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of each
Bank under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off)
which such Bank may have.
SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and
the Agent and when the Agent shall have been notified by each
Bank that such Bank has executed it and thereafter shall be
binding upon and inure to the benefit of the Borrower, the Agent
and each Bank and their respective successors and assigns, except
that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written
consent of the Banks.
<PAGE>
SECTION 8.07. Assignments and Participations. (a) Each
Bank may (following consultation with the Borrower) assign to one
or more other Banks or other Persons all or a portion of its
rights and obligations under this Agreement (including, without
limitation, all or a portion of its commitment to lend hereunder,
its Percentage, the Advances owing to it and the Note or Notes
held by it); provided, however, that (i) each such assignment
shall be of a constant, and not a varying, percentage of all
(other than any Competitive Advances owing to such Bank or any
Competitive Notes held by it unless such Competitive Advances are
being assigned hereunder in accordance with subsection (e)
hereof) of the assigning Bank's rights and obligations under this
Agreement, (ii) the amount of the commitment to lend, Percentage,
Advances or Notes of the assigning Bank being assigned pursuant
to each such assignment (determined as of the date of the Bank
Assignment with respect to such assignment) shall in no event be
less than $5,000,000 and shall be an integral multiple of
$1,000,000, and (iii) the parties to each such assignment shall
execute and deliver to the Agent, for its acceptance and
recording in the Register, a Bank Assignment, together with any
Notes subject to such assignment and a processing and recordation
fee of $2,500 and the Agent shall record such assignment in the
Register within five Business Days of receipt of such Bank
Assignment, Notes and fee. Upon such execution, delivery and
acceptance, from and after the effective date specified in each
Bank Assignment, (x) the Bank assignee thereunder shall be a
party hereto and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Bank
Assignment, have the rights and obligations of a Bank hereunder
and (y) the Bank assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it
pursuant to such Bank Assignment, relinquish its rights and be
released from its obligations under this Agreement (and, in the
case of a Bank Assignment covering all or the remaining portion
of an assigning Bank's rights and obligations under this
Agreement, such Bank shall cease to be a party hereto). It is
understood and agreed that a Bank may enter into a separate
agreement with its assignee covering matters not covered by a
Bank Assignment, so long as the terms and conditions of such
separate agreement shall not be inconsistent with the terms and
conditions of such Bank Assignment. Each Bank making an
assignment hereunder shall notify the Borrower of such
assignment, the identity of the assignee and the amount of its
interests assigned; provided, however, that the failure to give
such notice shall not affect the effectiveness of such assignment
or the obligations of the Borrower hereunder.
(b) By executing and delivering a Bank Assignment, the Bank
assignor thereunder and the Bank assignee thereunder confirm to
and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Bank Assignment,
such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to any statements,
<PAGE>
warranties or representations made in or in connection with this
Agreement, any other Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of
this Agreement, any other Loan Document or any other instrument
or document furnished pursuant hereto or thereto; (ii) such
assigning Bank makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any
of its obligations under this Agreement, any other Loan Document
or any other instrument or document furnished pursuant hereto or
thereto; (iii) such assignee confirms that it has received a copy
of this Agreement and the other Loan Documents, together with
copies of the financial statements referred to in Section 4.01
and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter
into such Bank Assignment; (iv) such assignee will, independently
and without reliance upon the Agent, such assigning Bank or any
other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this
Agreement and the other Loan Documents; (v) such assignee
appoints and authorizes the Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as
are delegated to the Agent by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vi) such
assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement
are required to be performed by it as a Bank.
(c) The Agent shall maintain at its address referred to in
Section 8.02 a copy of each Bank Assignment delivered to and
accepted by it and a register for the recordation of the names
and addresses of the Banks and the Percentages of, and principal
amount of the Advances owing to, each Bank from time to time (the
"Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error. The Register
and such copies shall be available for inspection by the Borrower
or any Bank at any reasonable time and from time to time upon
reasonable prior notice.
(d) Upon its receipt of a Bank Assignment executed by an
assigning Bank and an assignee Bank, together with the Notes
subject to such assignment, the Agent shall, if such Bank
Assignment has been completed and is in substantially the form of
Exhibit 8.07 hereto, (i) accept such Bank Assignment, (ii) record
the information contained therein in the Register and (iii) give
prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own
expense, shall execute and deliver to the Agent, in exchange for
the surrendered Notes, new Notes to the order of such assignee
Bank in an amount equal to the Percentage of the Commitment
assumed by it pursuant to such Bank Assignment and, if the
assigning Bank has retained a Percentage of the Commitment, new
Notes to the order of the assigning Bank in an amount equal to
such Percentage retained by it hereunder. Such new Notes shall
be in an aggregate principal amount equal to the aggregate
<PAGE>
principal amount of such surrendered Notes, shall be dated the
effective date of such Bank Assignment and shall otherwise be in
substantially the form of Exhibits A-1, A-2-CMA (as applicable)
or A-2-FPC (as applicable) hereto.
(e) Each Bank may assign to one or more banks or other
entities any CMA Competitive Note or Notes or FPC Competitive
Note or Notes held by it upon notification of such assignment to
the Agent.
(f) Notwithstanding anything to the contrary set forth in
this Section 8.07, any Bank may assign, as collateral or
otherwise, any or all of its rights hereunder and under the Notes
(including, without limitation, its rights to receive payments of
principal and interest hereunder and under the Notes) without
prior consultation with the Borrower to (i) any Federal Reserve
Bank, (ii) any affiliate of such Bank or (iii) any other Bank;
provided, that with respect to assignments to entities described
in clauses (i) and (ii) above, no such assignment shall release
the assigning Lender from its obligations hereunder.
(g) Each Bank may sell participations to one or more banks
or other entities in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation,
all or a portion of its Percentage of the Commitment, the
Advances owing to it and the Note or Notes held by it); provided,
however, that (i) such Bank's obligations under this Agreement
(including, without limitation, its commitment to lend hereunder)
shall remain unchanged, (ii) such Bank shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) such Bank shall remain the holder of any
such Note for all purposes of this Agreement, and (iv) the
Borrower, the Agent and the other Banks shall continue to deal
solely and directly with such Bank in connection with such Bank's
rights and obligations under this Agreement.
(h) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to
this Section 8.07, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the
Borrower furnished to such Bank by or on behalf of the Borrower;
provided that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant, if not a Bank,
shall agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such
Bank.
(i) If any Bank notifies the Agent pursuant to Section
2.02(c)(iii) of circumstances causing the suspension of the right
of the Borrower to select Eurodollar Rate Advances and such Bank
shall not have subsequently notified the Agent pursuant to
Section 2.02(c)(iii) that the circumstances causing such
suspension no longer exist (a "Notifying Bank"), the Borrower may
demand that the Notifying Bank assign in accordance with this
Section 8.07 to one or more banks designated by the Borrower
<PAGE>
which are acceptable to the Agent (a "Replacement Bank") all (but
not less than all) of the Notifying Bank's Percentage and the
Advances owing to it within the next succeeding 30 days. If any
such Replacement Bank designated by the Borrower shall fail to
consummate such assignment on terms acceptable to the Notifying
Bank, or if the Borrower shall fail to designate any such
Replacement Bank for all or part of such Bank's Percentage or
Advances, then the Notifying Bank may assign such Percentage or
Advances to any other bank acceptable to the Agent in accordance
with this Section 8.07 during such 30-day period; it being
understood for purposes of this subsection (i) that such
assignment shall be conclusively deemed to be on terms acceptable
to the Notifying Bank, and the Notifying Bank shall be compelled
to consummate such assignment to the Replacement Bank designated
by the Borrower, if such Replacement Bank (i) shall agree to such
assignment in substantially the form of Exhibit 8.07 hereto and
(ii) shall offer compensation to the Notifying Bank in an amount
equal to all amounts then owing by the Borrower to such Notifying
Bank hereunder and under the Note(s) made by the Borrower to such
Notifying Bank, whether for principal, interest, fees, costs or
expenses, or otherwise.
SECTION 8.08. Waiver of Jury Trial. The Borrower, the
Agent and the Banks irrevocably waive all right to trial by jury
in any action, proceeding or counterclaim arising out of or
relating to this Agreement, the Notes, the other Loan Documents,
any of the Ancillary Agreements or any instrument or document
delivered hereunder or thereunder.
SECTION 8.09. Governing Law. This Agreement and the Notes
shall be governed by, and construed in accordance with, the laws
of the State of New York.
SECTION 8.10. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
<PAGE>
S-1
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.
NEW ENGLAND ENERGY INCORPORATED
By: /s/ John G. Cochrane
------------------------------------
Title: Treasurer
CREDIT SUISSE,
as Administrative Agent and
Arranger
By: /s/ Lynne Allegaert
------------------------------------
Title: Member of Senior Management
By: /s/ David W. Kratovil
------------------------------------
Title: Member of Senior Management
<PAGE>
S-2
The Banks
Percentage: Name of Bank
____________ ________________
8.4444448% CREDIT SUISSE
By: /s/ Lynne Allegaert
____________________________________
Title: Member of Senior Management
By: /s/ David W. Kratovil
____________________________________
Title: Member of Senior Management
<PAGE>
S-3
The Banks
Percentage: Name of Bank
____________ ________________
7.11111111% BANK OF MONTREAL
By: /s/ John L. Smith
____________________________________
Title: Director
<PAGE>
S-4
The Banks
Percentage: Name of Bank
____________ ________________
7.11111111% CIBC INC.
By: /s/ Margaret E. McTigue
____________________________________
Title: Vice President
<PAGE>
S-5
The Banks
Percentage: Name of Bank
____________ ________________
7.11111111% FIRST NATIONAL BANK OF BOSTON
By: /s/ Michael Kane
____________________________________
Title: Managing Director
<PAGE>
S-6
The Banks
Percentage: Name of Bank
____________ ________________
7.11111111% FLEET BANK OF MASSACHUSETTS
By: /s/ Thomas J. Bullard
____________________________________
Title: Vice President
<PAGE>
S-7
The Banks
Percentage: Name of Bank
___________ ____________
7.11111111% MITSUI TRUST BANK (U.S.A.)
By: /s/ Robert Lanigan
____________________________________
Title: Managing Director
<PAGE>
S-8
The Banks
Percentage: Name of Bank
___________ _____________
7.11111111% SHAWMUT BANK
By: /s/ Kazuyuki Muto
____________________________________
Title: Executive Vice President
<PAGE>
S-9
The Banks
Percentage: Name of Bank
___________ _____________
7.11111111% THE SUMITOMO BANK, LIMITED
By: /s/ Shigeo Kioke
____________________________________
Title: Joint General Manager
<PAGE>
S-10
The Banks
Percentage: Name of Bank
___________ _____________
7.11111111% WESTDEUTSCHE LANDESBANK
GIROZENTRALE, NEW YORK AND
CAYMAN ISLANDS BRANCHES
By: /s/ Ralph White
____________________________________
Title: Vice President
By: /s/ Karen E. Hoplock
____________________________________
Title: Vice President
<PAGE>
S-11
The Banks
Percentage: Name of Bank
___________ _____________
5.33333333% CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Robert Ivosevich
____________________________________
Title: Senior Vice President
<PAGE>
S-12
The Banks
Percentage: Name of Bank
___________ _____________
5.33333333% THE INDUSTRIAL BANK OF JAPAN
TRUST COMPANY
By: /s/ Robert W. Ramage, Jr.
____________________________________
Title: Senior Vice President
<PAGE>
S-13
The Banks
Percentage: Name of Bank
___________ _____________
5.33333333% MELLON BANK, N.A.
By: /s/ A. J. Sabatelle
____________________________________
Title: Vice President
<PAGE>
S-14
The Banks
Percentage: Name of Bank
___________ ____________
5.33333333% TOKAI BANK LTD.
By: /s/ Masaharu Muto
____________________________________
Title: Deputy General Manager
<PAGE>
S-15
The Banks
Percentage: Name of Bank
___________ _____________
4.44444444% THE FUJI BANK, LIMITED
By: /s/ Gina M. Kearns
____________________________________
Title: Vice President & Manager
<PAGE>
S-16
The Banks
Percentage: Name of Bank
___________ _____________
4.44444444% SOCIETE GENERALE
By: /s/ Gordon Eadon
____________________________________
Title: Vice President
<PAGE>
S-17
The Banks
Percentage: Name of Bank
___________ _____________
4.44444444% THE YASUDA TRUST AND BANKING
CO., LTD.
By: /s/ Michael G. Haggarty
____________________________________
Title: Vice President
<PAGE>
TABLE OF CONTENTS
Section Page
________ ____
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01. Certain Defined Terms. . . . . . . . . . . . . . . 1
1.02. Computation of Time Periods. . . . . . . . . . . . 20
1.03. Accounting Terms . . . . . . . . . . . . . . . . . 20
ARTICLE II
COMMITTED AND COMPETITIVE ADVANCES
2.01. The Commitment . . . . . . . . . . . . . . . . . . 20
2.02. The Committed Advances . . . . . . . . . . . . . . 21
2.03. The Competitive Advances . . . . . . . . . . . . . 24
2.04. Making of Advances . . . . . . . . . . . . . . . . 27
2.05. Fees . . . . . . . . . . . . . . . . . . . . . . . 28
2.06. Reduction of the Commitment. . . . . . . . . . . . 28
2.07. Repayment of Advances. . . . . . . . . . . . . . . 29
2.08. Interest . . . . . . . . . . . . . . . . . . . . . 29
2.09. Additional Interest on Eurodollar Rate
Advances . . . . . . . . . . . . . . . . . . . . . . 30
2.10. Interest Rate Determination. . . . . . . . . . . . 30
2.11. Prepayments of Advances. . . . . . . . . . . . . . 31
2.12. Increased Costs; Capital . . . . . . . . . . . . . 33
2.13. Payments and Computations. . . . . . . . . . . . . 34
2.14. Sharing of Payments, Etc . . . . . . . . . . . . . 35
2.15. Use of Proceeds. . . . . . . . . . . . . . . . . . 36
2.16. Termination of Fuel Purchase Contract. . . . . . . 36
2.17. Taxes. . . . . . . . . . . . . . . . . . . . . . . 37
2.18. Extension of Termination Date. . . . . . . . . . . 38
ARTICLE III
CONDITIONS OF LENDING
3.01. Conditions Precedent to the Initial
Advances . . . . . . . . . . . . . . . . . . . . . . 39
3.02. Conditions Precedent to Each Advance . . . . . . . 41
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.01. Representations and Warranties of the
Borrower . . . . . . . . . . . . . . . . . . . . . . 42
<PAGE>
ARTICLE V
COVENANTS OF THE BORROWER
5.01. Affirmative Covenants Other Than
Reporting Requirements . . . . . . . . . . . . 47
5.02. Negative Covenants . . . . . . . . . . . . . . . . 50
5.03. Reporting Requirement. . . . . . . . . . . . . . . 54
ARTICLE VI
EVENTS OF DEFAULT
6.01. Events of Default. . . . . . . . . . . . . . . . . 57
ARTICLE VII
THE AGENT
7.01. Authorization and Action . . . . . . . . . . . . . 60
7.02. Agent's Reliance, Etc. . . . . . . . . . . . . . . 61
7.03. Credit Suisse and Affiliates . . . . . . . . . . . 62
7.04. Bank Credit Decision . . . . . . . . . . . . . . . 62
7.05. Indemnification. . . . . . . . . . . . . . . . . . 62
7.06. Successor Agent. . . . . . . . . . . . . . . . . . 63
ARTICLE VIII
MISCELLANEOUS
8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . 63
8.02. Notices, Etc . . . . . . . . . . . . . . . . . . . 64
8.03. No Waiver; Remedies. . . . . . . . . . . . . . . . 64
8.04. Costs and Expenses . . . . . . . . . . . . . . . . 64
8.05. Right of Set-off . . . . . . . . . . . . . . . . . 65
8.06. Binding Effect . . . . . . . . . . . . . . . . . . 65
8.07. Assignments and Participations . . . . . . . . . . 66
8.08. Waiver of Jury Trial . . . . . . . . . . . . . . . 69
8.09. Governing Law. . . . . . . . . . . . . . . . . . . 70
8.10. Execution in Counterparts. . . . . . . . . . . . . 70
SCHEDULES
Schedule I - List of Applicable Lending Offices
<PAGE>
EXHIBITS
Exhibit A-1 Form of Committed Note
Exhibit A-2-CMA Form of CMA Competitive Note
Exhibit A-2-FPC Form of FPC Competitive Note
Exhibit 1.01A Form of Capital Funds Agreement
Amendment
Exhibit 1.01B Form of Capital Maintenance Agreement
Amendment
Exhibit 1.01C Form of CMA Assignment
Exhibit 1.01D Form of Fuel Purchase Contract Amendment
Exhibit 1.01E Form of Loan Agreement Amendment
Exhibit 1.01F Form of NEES Acknowledgement
Exhibit 1.01G Form of NEES Assignment
Exhibit 1.01H Form of NEP Acknowledgement
Exhibit 1.01I Form of NEP Assignment
Exhibit 1.01J Form of Terms of Subordination
Exhibit 2.02(a) Form of Notice of Committed Borrowing
Exhibit 2.02(b) Form of Notice of Conversion
Exhibit 2.03 Form of Request for Competitive
Borrowing
Exhibit 3.01(j) Form of Pay-Off Letter for Existing
Agreement
Exhibit 3.01(k) Form of Opinion of Counsel for the
Borrower
Exhibit 3.01(l) Form of Opinion of Special New York
Counsel for the Agent
Exhibit 8.07 Form of Assignment and Acceptance
<PAGE>
EXHIBIT (1O)(i)
THIRTIETH AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS AGREEMENT, dated as of the 1st day of June, 1993 is
entered into by the signatories hereto for the amendment by them
of the New England Power Pool Agreement dated as of September 1,
1971 (the "NEPOOL Agreement"), as previously amended by twenty-
eight (28) amendments, the most recent of which was dated as of
September 15, 1992, and as proposed to be amended by a pending
twenty-ninth amendment dated as of May 1, 1993.
WHEREAS, the signatory Participants propose to amend the
provisions on NEPOOL planning in the NEPOOL Agreement, and to
provide for new categories of Pool-Planned Facilities and Pool-
Planned Purchases and to couple this with a change in the
definition of Pool-Planned Unit to reference only existing Units;
and
WHEREAS, the proposed amendments are intended, among other
things, to facilitate the use of revenue bond financing by
Participants which are Massachusetts municipal utilities, and to
avoid in the future controversies over criteria for the
designation of Pool-Planned Units.
NOW THEREFORE, the signatories hereby agree as follows:
<PAGE>
SECTION 1
AMENDMENTS
Section 1. Amendment of Section 7.12
Section 7.12(j) is amended to read as follows:
(j) coordinating the review of proposed plans of
Participants pursuant to Sections 10.1, 10.4 and
11.1 and coordinating the submission of
recommendations to the Management Committee
regarding such proposed plans;
Section 7.12 is further amended by deleting the and" at the
end of Subsection (i) and by adding the following new Subsections
at the end of the Section:
(k) to the extent appropriate, enabling the planning
and installation of reliable and economical bulk
power supply and related facilities of NEPOOL by
establishing reasonable criteria, guidelines and
methods relating to the appropriate provisions for
integrated bulk power supply planning and related
facilities on behalf of all the NEPOOL
Participants;
(l) preparing forecasts of the aggregate coincidental
Adjusted Load of the Participants and of the
Annual and Monthly Peaks and the Adjusted Annual
and Monthly Peaks of each of the Participants for
use by the Management Committee in estimating "C"
and "E" for purposes of Section 9.2(a); and
(m) coordinating with neighboring pools, non-
Participants and the regional reliability council
on matters of regional planning and regional
reliability.
Section 2. Amendment of Section 9.4(a)
Section 9.4(a) is amended to read as follows:
(a) At the conclusion of each Capability Period, the
Operations Committee shall determine whether each
Participant has satisfied its Capability Responsibility
obligation for each month during such Capability
Period. If the minimum monthly System Capability of a
Participant during a month was less than its Capability
Responsibility, the number of Kilowatts of its
deficiency shall be computed and the Participant shall
<PAGE>
pay a Capability Responsibility adjustment charge for
the month computed at the rate prescribed by Section
9.4(b). For purposes of Sections 9.4(a) and 9.4(d),
the minimum monthly System Capability of a Participant
for a month during a Capability Period is equal to the
sum of (i) the Participant's lowest System Capability
(as determined without taking into account any
Entitlements in Pool-Planned Facilities initially
placed in commercial operation during the Capability
Period) for any day during the month, plus (ii) for
each Pool-Planned Facility initially placed in
commercial operation during the Period on or prior to
the first day of the third month of the Period,
one-sixth of (A) the amount of the Participant's
Entitlement, if any, in such Facility times (B) the
number of full months during such period that such
Facility was in commercial operation, subject to the
right of the Participant to elect, by written notice
received by the chairman of the Operations Committee
prior to the end of the Period, not to receive credit
under this clause (ii), plus (iii) for each Pool-
Planned Facility initially placed in commercial
operation during the period on or prior to the first
day of the month and for which no credit was given
under clause (ii), the amount of the Participant's
Entitlement, if any, in such Facility. Retirements
made on the last day of any month shall not be deducted
from System Capability for that month.
Section 3. Amendment of Section 10.1
Section 10.1 is amended to read as follows:
10.1 Recommendation of Additional Facilities
The Management Committee shall periodically review the
need for, and shall recommend, additions to and changes
in generating and transmission facilities of the
Participants, or sales to or purchases of power from
Non-Participants, to meet the reliability standards
established by it pursuant to Section 5.13 and the
other objectives of NEPOOL. In making its review and
recommendations, the Management Committee shall give
due consideration to (i) reports of the Policy Planning
Committee as to any alternatives proposed by the Policy
Planning Committee, and (ii) such other matters as the
Management Committee deems pertinent.
The Management Committee shall specify the type, range
of capacity, target date for initial commercial
operation and other appropriate characteristics of
recommended facilities.
<PAGE>
At least once every three years the Management
Committee shall adopt a ten-year NEPOOL expansion plan
specifying the type and timing of additional generating
units, PTF facilities and other resources recommended
for commercial operation during the period of the
expansion plan.
The Management Committee shall also periodically review
the need for, and shall recommend, arrangements to meet
the reliability standards established by it pursuant to
Section 5.13 and the other objectives of NEPOOL, under
which Participants, affiliates of Participants or other
persons may effect additions to and changes in
generating and transmission facilities for use by
Participants. Any such facilities shall be eligible
for designation as Pool-Planned Facilities under
Section 11.1.
Section 4. Amendment of Section 10.6
Section 10.6 is amended to read as follows:
10.6 Increase in Reserves Because of Non-NEPOOL Planned Unit
or Facility
If a Participant has at any time an Entitlement in a
generating unit placed in commercial operation after
October 31, 1975, which is not a Pool-Planned Unit or a
Pool-Planned Facility and with respect to which no
significant firm commitments to manufacturers or
constructors were made on or before November 1, 1971,
and as a result of the character, size or operation of
such unit NEPOOL reserves are required to be increased,
such Participant shall be responsible for providing (at
its expense and, if more than one Participant has an
Entitlement in the unit, in proportion to its
Entitlement in such unit) the required additional
NEPOOL reserves for so long as, and to the extent that,
such increase is required by reason of such unit, or
until such unit is accepted by the Management Committee
as a Pool-Planned Unit or a Pool-Planned Facility;
provided that such Entitlement shall be included in the
Participant's System Capability for Capability
Responsibility purposes.
Section 5. Amendment of Section 11.1
Section 11.1 is amended to read as follows:
11.1 Pool Access Objectives; Designation of Pool-Planned
Facilities or Purchases
<PAGE>
It is an objective of NEPOOL that each Participant
shall have an appropriate opportunity to meet its
Capability Responsibility from Pool-Planned Facilities.
It is recognized that in the past Participants have
satisfied their generating needs in various ways, as
sole or joint owners of generating units, as joint
owners of interests in generating companies, as
purchasers from other Participants or Non-Participants
under Unit Contracts or as wholesale customers,
although some smaller Participants have indicated a
desire to change their mode of participation in the
future by ceasing to be wholesale customers in whole or
part. It is anticipated that such smaller Participants
and their suppliers will work out individual
arrangements covering the phase-out of present
contracts and that in many cases this may best be
accomplished over a five-to-ten year period.
Furthermore, Participants have participated in
transmission facilities as sole owners, as joint owners
of interests in transmission companies, or by entering
into joint long-term support arrangements, and it is
expected that this diversity will continue in the
future because of the varying situations of the
Participants. Many of the joint arrangements have been
arranged or facilitated by NEPOOL action, and it is a
continuing objective of NEPOOL to facilitate, in
appropriate circumstances, joint generation and
transmission arrangements through the designation of
Pool-Planned Facilities and Pool-Planned Purchases.
A Participant which proposes, or whose affiliate
proposes, a joint arrangement for the installation with
other Participants of an additional generating unit
rated 25 MW (gross) or above or a transmission facility
rated 69 kV or above, or for a purchase jointly with
other Participants of a Unit Contract Entitlement from
a Non-Participant may submit, in such form, manner and
detail as the Management Committee or the Policy
Planning Committee may reasonably prescribe, a request
to the Management Committee to designate the generating
unit or the transmission facility as a Pool-Planned
Facility or the purchase as a Pool-Planned Purchase, as
the case may be. If the request relates to an
additional generating unit or transmission facility to
be installed by the Participant or its affiliate, the
request shall be submitted at or before the time the
Participant's plan for the facility is submitted
pursuant to Section 10.4. it shall be a condition to
the granting of the requested Pool-Planned status for a
generating unit or purchase that the share of the unit
or purchase which the Participant proposes to make
available for joint participation be at least a 25%
<PAGE>
share and that it be offered first to all other
Participants on a fair and nondiscriminatory basis,
before any offering is made to Non-Participants.
The Policy Planning Committee shall review the
Participant's proposal to determine its consistency
with NEPOOL objectives and shall report the results of
its review to the Management Committee. If the
Management Committee determines, on the basis of the
Policy Planning Committee's report and such other
information as the Management Committee deems
appropriate, that the proposal is consistent with
NEPOOL objectives and that the Participant has made the
offer of joint participation contemplated by this
Section, if required, (whether or not such offer has
been accepted by one or more other Participants), it
shall designate the proposed generating unit or
transmission facility as a Pool-Planned Facility, or
shall designate the purchase as a Pool-Planned
Purchase, as the case may be.
Provided the Participant has offered at least 25% of
the capacity to other Participants through joint
ownership or unit contract participation, the
Management Committee may not unreasonably withhold
designation as a Pool-Planned Facility of a generating
unit proposed to be constructed by one or more
Participants in order to satisfy their anticipated
Capability Responsibilities and/or to provide an
appropriate mix of their generating capabilities if the
needs of such Participants in these regards have not
been satisfied from other units or facilities
designated as Pool-Planned on a basis consistent with
the following objectives:
(a) Each Participant should have a reasonable
opportunity to satisfy its load over some
reasonable time period with a mix of generation
reasonably comparable as to economics and types to
that being developed for New England.
(b) No Participant should be required to subject
itself to an excessively disproportionate exposure
to backup power costs or reserve obligations as a
result of having to take any Entitlement which is
excessively disproportionately large as compared
to the Participant's size, or as the result,
during any sustained period, of having to take a
disproportionate portion of its capacity from
immature units.
(c) No Participant which has maintained an integrated
system in the past should be required to impair
<PAGE>
the attractiveness of its securities in the
capital markets by making unreasonably large capital
investments in new generation or by becoming dependent
upon other Participants for a substantially
disproportionate amount of its System Capability.
Section 6. Amendment of Section 15.33
Section 15.33 is amended to read as follows:
15.33 Pool-Planned Unit is one of the following
units: New Haven Harbor Unit 1 (Coke
Works), Mystic Unit 7, Canal Unit 2,
Potter Unit 2, Wyman Unit 4, Stony Brook
Units 1, lA, lB, lC, 2A and 2B, Millstone
Unit 3, Seabrook Unit 1 and Waters River
Unit 2 (to the extent of 7 megawatts of
its Summer Capability and 12 megawatts of
its Winter Capability).
Section 7. Addition of New Section 15.33A
The Agreement is amended by adding new Section 15.33A, as
follows:
15.33A Pool-Planned Facility and Pool-Planned
Purchase are, respectively, (a) (i) a
generating unit or transmission facility
designated as a "Pool-Planned Facility"
pursuant to Section 11.1 or (ii) which was
designated as a "Pool-Planned facility"
pursuant to Section 10.1 prior to January
1, 1993, and (b) a purchase from a Non-
Participant designated by the Management
Committee as a "Pool-Planned Purchase"
pursuant to Section 11.1; provided that a
"Pool-Planned Purchase" will not be
entitled to transfer rights under Section
13.2(c), but Section 13.2(c) shall
continue to be effective as to existing
and new purchases from Hydro-Quebec
utilizing the HQ Interconnection.
SECTION II
EFFECTIVENESS OF AGREEMENT
Following its execution by the requisite number of
Participants, this Agreement, and the amendments provided for
<PAGE>
above shall become effective on September 30, 1993, or on such
later date as the Federal Energy Regulatory Commission shall
provide that such amendment shall become effective.
SECTION III
USAGE OF DEFINED TERMS
The usage in this Agreement of terms which are defined in
the NEPOOL Agreement shall be deemed to be in accordance with the
definitions thereof in the NEPOOL Agreement.
SECTION IV
COUNTERPARTS
This Agreement may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
the counterparts had signed the same instrument. Any signature
page of this Agreement may be detached from any counterpart of
this Agreement without impairing the legal effect of any
signatures thereof, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it
one or more signature pages.
IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly authorized
representative, as of the 1st day of June, 1993.
<PAGE>
COUNTERPART SIGNATURE PAGE
TO THIRTIETH AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF JUNE 1, 1993
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-eight (28) amendments
(with a pending twenty-ninth (29) amendment dated as of May 1,
1993), the most recent prior amendment which has become effective
being an amendment dated as of September 15, 1992.
<PAGE>
THIRTY-FIRST AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
__________________________________
THIS AGREEMENT, dated as of the 1st day of July, 1995, is
entered into by the signatory Participants for the amendment by
them of the New England Power Pool Agreement dated as of
September 1, 1971 (the "NEPOOL Agreement"), as previously amended
by twenty-nine (29) amendments, the most recent of which was
dated as of May 1, 1993, and as previously proposed to be amended
by a thirtieth amendment dated as of June 1, 1993 which has been
withdrawn.
WHEREAS, Participants have not been permitted by the terms
of the NEPOOL Agreement to make sales of energy to other
Participants or Non-Participants while retaining for their own
Capability Responsibility accounting purposes the Capability
related to the energy resource, and therefore there has been no
opportunity for energy transactions directly between
Participants, or between Participants and Non-Participants,
without the Participant seller's loss of Capability for
Capability Responsibility accounting purposes; and
WHEREAS, the requirement that power transactions include
both Capability and energy has limited implementation of economic
coordination transactions among Participants and between
Participants and Non-Participants; and
WHEREAS, the Participants desire to amend the NEPOOL
Agreement to permit two types of transactions, No Capability
<PAGE>
Transactions and Energy Only Transactions, that transfer energy
without affecting the Participant seller's Capability for
Capability Responsibility accounting purposes.
NOW THEREFORE, the signatory Participants hereby agree as
follows:
SECTION I
The NEPOOL Agreement is amended by adding Attachment A
hereto as a Supplement to, and part of, the NEPOOL Agreement.
SECTION II
EFFECTIVENESS OF AGREEMENT
Following its execution by the requisite number of
Participants, this Agreement, and the amendment adding the
attached Supplement to the NEPOOL Agreement, shall become
effective on October 1, 1995, or if the Federal Energy Regulatory
Commission shall not permit such effective date, then this
Agreement and the attached Supplement shall become effective on
the first day of such later month as the Federal Energy
Regulatory Commission shall provide.
SECTION III
USAGE OF DEFINED TERMS
Except as otherwise provided in the attached Supplement,
usage in this Agreement and the Supplement of terms which are
<PAGE>
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL Agreement.
SECTION IV
COUNTERPARTS
This Agreement may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
the counterparts had signed the same instrument. Any signature
page of this Agreement may be detached from any counterpart of
this Agreement without impairing the legal effect of any
signatures thereof, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it
one or more signature pages.
IN WITNESS WHEREOF, each of the signatory Participants have
caused a counterpart signature page to be executed by its duly
authorized representative, as of the 1st day of July, 1995.
<PAGE>
COUNTERPART SIGNATURE PAGE
TO THIRTY-FIRST AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF JULY 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993.
__________________________________
(Participant)
By: _____________________________
Name:
Title:
Address:
<PAGE>
THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of
September, 1995, is entered into by the signatory Participants
for the amendment by them of the New England Power Pool Agreement
dated as of September 1, 1971 (the "NEPOOL Agreement"), as
previously amended by twenty-nine (29) amendments, the most
recent of which was dated as of May 1, 1993; as previously
proposed to be amended by a thirtieth amendment dated as of June
1, 1993 which has been withdrawn; and as proposed to be amended
by a pending thirty-first amendment dated as of July 1, 1995.
WHEREAS, the NEPOOL Review Committee has been reconstituted,
in response to a general invitation issued in early 1995 by the
NEPOOL Participants, to include representatives of independent
power producers ("IPPs"), power marketers, power brokers, utility
regulators, environmental groups and others, and the Committee is
currently discussing a restructuring of NEPOOL in light of the
emerging changes in the electric utility industry;
WHEREAS, the NEPOOL Review Committee's January 1995 Phase
One Report concluded as part of the NEPOOL restructuring that
"NEPOOL membership should be open to a broad spectrum of
entities";
WHEREAS, IPPs are permitted to become Participants under
current NEPOOL provisions and the Participants are willing,
consistent with the NEPOOL Review Committee's Phase One Report,
to amend the NEPOOL Agreement also to permit power marketers and
<PAGE>
power brokers to become Participants;
WHEREAS, as an interim step in the restructuring of NEPOOL
the Participants are willing to amend the NEPOOL Agreement to
permit power marketers and power brokers to become Participants
now, even before the completion of the restructuring of NEPOOL,
to facilitate their participation in bulk power transactions in
New England and more directly in the day-to-day activities of
NEPOOL;
WHEREAS, certain New England utilities that have chosen so
far not to become Participants have expressed their interest in
amending language to the NEPOOL Agreement in order to make
membership in NEPOOL more desirable to them;
WHEREAS, the amendments proposed herein do not change the
voting and governance provisions of the NEPOOL Agreement;
WHEREAS, representatives of certain of the IPPs and power
marketers have expressed in NEPOOL Review Committee discussions
(1) the belief that any amendments to the NEPOOL Agreement
designed to effect the restructuring of NEPOOL should be preceded
by an amendment to the NEPOOL voting and governance structure so
that IPPs and power marketers can participate fully and have a
separate vote on all restructuring matters placed before the
NEPOOL Executive Committee, (2) the concern that the interests of
IPPs and power marketers may not be adequately addressed in the
restructuring discussions in the NEPOOL Executive Committee
during the interim period when the terms of NEPOOL restructuring
are being discussed, and (3) the position that the issue of
<PAGE>
whether and, if so, how to amend the definition of the term
"Entity" under Section 15.14 of the NEPOOL Agreement to include
end-users should be addressed and resolved during the NEPOOL
restructuring process;
WHEREAS, during NEPOOL Review Committee discussions, various
NEPOOL Participants have expressed (1) their belief that the
NEPOOL voting and governance structure (a) should be fair, (b)
should take into account the interests of all members and reflect
votes that are appropriately weighted in relationship to each
member's responsibilities and obligations (i.e. transmission,
generation and/or load), and (c) should minimize the
opportunities for gridlock, (2) their desire to involve
substantively the IPPs, power marketers, power brokers, Federal
and state regulators, and any other interested entities in the
restructuring effort, but not to impede the operations of NEPOOL
during the restructuring process, and (3) the desire first to
assure the opportunity for broader membership by all entities
transacting business in the wholesale bulk power market in New
England before addressing whether and, if so, how to involve end-
users in the Pool;
WHEREAS, in order to address the IPPs' and power marketers'
beliefs, concerns, positions, desires, and interests, the
Participants have invited IPPs, power marketers, and power
brokers that elect to become Participants after this Thirty-
Second Agreement is effective to select a common representative
to receive notice of all meetings of the NEPOOL Executive
<PAGE>
Committee, NEPOOL Operations Committee, and NEPOOL Policy
Planning Committee and to attend those meetings and act as their
common spokesperson at such meetings;
WHEREAS, those IPPs and power marketers involved in the
NEPOOL Review Committee effort which are listed in Attachment 1
to this Thirty-Second Agreement have provided the Participants
assurances that these IPPs and power marketers support or do not
oppose acceptance of this Thirty-Second Agreement by the Federal
Energy Regulatory Commission (the "Commission");
WHEREAS, in reliance on and subject to the assurances of the
IPPs and power marketers described in the preceding paragraph,
the Participants, IPPs and power marketers participating in the
NEPOOL Review Committee effort have agreed that governance and
voting issues relative to IPPs and power marketers are among the
priority issues identified in the NEPOOL Review Committee's Phase
One Report and that they will continue to use their best efforts
to resolve these issues expeditiously through the NEPOOL Review
Committee; and
WHEREAS, Participants, IPPs and power marketers have also
agreed that the issue of whether and, if so, how to amend the
NEPOOL Agreement to permit membership by those not eligible for
NEPOOL membership after this Thirty-Second Agreement becomes
effective should be addressed before completion of the NEPOOL
restructuring process;
NOW THEREFORE, the signatory Participants hereby agree as
follows:
<PAGE>
SECTION 1
AMENDMENTS TO NEPOOL AGREEMENT
1. The definition of "Entity" in Section 15.14 of the
NEPOOL Agreement, as heretofore amended, is amended to read as
follows:
Entity is any person or organization engaged in the electric
utility business (the generation and/or transmission and/or
distribution of electricity for consumption by the public,
or the purchase, as principal or broker, of electric energy
and/or capacity for resale at wholesale), whether the United
States of America or Canada or a state or province or a
political subdivision thereof or a duly established agency
of any of them, a private corporation, a partnership, an
individual, an electric cooperative or any other person or
organization recognized in law as capable of owning property
and contracting with respect thereto. No person or
organization shall be deemed to be an Entity if the
generation, transmission, or distribution of electricity by
such person or organization is primarily conducted to
provide electricity for consumption by such person or
organization or an affiliated person or organization.
2. Section 5.15 of the NEPOOL Agreement, as heretofore
amended, is amended to re-letter paragraph (h) as paragraph (i)
and by inserting the following new paragraph (h) after present
<PAGE>
paragraph (g):
(h) The Management Committee shall have the authority, at
the time that it acts on an Entity's application
pursuant to Section 1.2 to become a Participant, to
waive, conditionally or unconditionally, compliance by
such Entity with one or more of the obligations imposed
by this Agreement if the Committee determines that such
compliance would be unnecessary or inappropriate for
such Entity and the waiver for such Entity will not
impose an additional burden on other Participants.
3. Section 5.16 of the NEPOOL Agreement, as heretofore
amended, is hereby amended to read as follows:
Each member of the Management Committee or that member's
designee shall be entitled to attend any meeting of the
Executive Committee, Operations Committee, and Policy
planning Committee and shall have a reasonable opportunity
to express views on any matter to be acted upon at the
meeting.
SECTION II
PARTICIPATION ON NEPOOL COMMITTEES
The Participants that are the signatories to this Thirty-
Second Agreement agree that they will cause their representatives
to take action in the NEPOOL Executive Committee, the NEPOOL
<PAGE>
Operations Committee and the NEPOOL Policy Planning Committee to
authorize the IPPs, power marketers and power brokers that become
Participants (collectively, such IPPs, power marketers, and power
brokers are hereinafter referred to as "non-utility
Participants") to designate as a group after this Thirty-Second
Agreement becomes effective, a non-voting representative for each
of the NEPOOL Executive Committee, NEPOOL Operations Committee,
and NEPOOL Policy Planning Committee. The right to designate
such representatives to the NEPOOL Executive Committee, NEPOOL
Operations Committee, and NEPOOL Policy Planning Committee shall
be in addition to, and not in lieu of, such non-utility
Participants' rights under the existing provisions of the NEPOOL
Agreement to be represented by members on the NEPOOL Operations
Committee and NEPOOL Policy Planning Committee. If the non-
utility Participants designate a representative for the NEPOOL
Executive Committee, NEPOOL Operations Committee or NEPOOL Policy
Planning Committee, that representative shall be treated as if he
or she were a member of that Committee for purposes of notice of
and participation in Committee meetings, but shall not be
entitled to vote, and shall not be deemed a member of the
Committee for purposes of determining the number of votes
required for Committee action.
<PAGE>
SECTION III
EFFECTIVENESS OF THE THIRTY-SECOND AGREEMENT
This Thirty-Second Agreement, and the amendments provided
for above, shall become effective on November 15, 1995, or on
such other date as the Federal Energy Regulatory Commission shall
provide that such amendments shall become effective.
SECTION IV
USAGE OF DEFINED TERMS
The usage in this Thirty-Second Agreement of terms which are
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL Agreement.
SECTION V
COUNTERPARTS
This Thirty-Second Agreement may be executed in any number
of counterparts and each executed counterpart shall have the same
force and effect as an original instrument and as if all the
parties to all the counterparts had signed the same instrument.
Any signature page of this Thirty-Second Agreement may be
detached from any counterpart of this Thirty-Second Agreement
without impairing the legal effect of any signatures thereof, and
may be attached to another counterpart of this Thirty-Second
Agreement identical in form thereto but having attached to it one
or more signature pages.
<PAGE>
IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly authorized
representative, as of the 1st day of September, 1995.
<PAGE>
COUNTERPART SIGNATURE PAGE
TO THIRTY-SECOND AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
DATED AS OF SEPTEMBER 1, 1995
The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1995, and as proposed
to be amended by a pending amendment dated as of July 1, 1995
______________________________
(Participant)
By: __________________________
Name:
Title:
Address:
<PAGE>
APPENDIX 1
The following independent power producers and power
marketers who are participating in the work of the NEPOOL Review
Committee have provided the Participants assurances that they
support or do not oppose acceptance of the foregoing Agreement by
the Federal Energy Regulatory Commission:
Enron Power Marketing, Inc.
Coastal Electric Services Corp.
North American Energy Conservation, Inc.
KCS Power Marketing, Inc.
Electric Clearing House, Inc.
<PAGE>
EXHIBIT (10)(m)
NEW ENGLAND ELECTRIC COMPANIES'
DEFERRED COMPENSATION PLAN
Executed June 15-18, 1979
Amended October 12, 1982
Amended July 31, 1984
Amended May 13, 1985
Amended December 8, 1986
Amended November 24, 1992
Amended January 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . .1
II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . .1
2.01 Account Balance. . . . . . . . . . . . . . . . . . .1
2.02 Actuarial Value. . . . . . . . . . . . . . . . . . .2
2.03 Beneficial Owner . . . . . . . . . . . . . . . . . .2
2.04 Beneficiary. . . . . . . . . . . . . . . . . . . . .2
2.05 Benefits Committee . . . . . . . . . . . . . . . . .2
2.06 Board. . . . . . . . . . . . . . . . . . . . . . . .2
2.07 Change in Control. . . . . . . . . . . . . . . . . .2
2.08 Compensation . . . . . . . . . . . . . . . . . . . .3
2.09 Compensation Committee . . . . . . . . . . . . . . .4
2.10 Deferred Compensation. . . . . . . . . . . . . . . .4
2.11 Deferred Compensation Account. . . . . . . . . . . .4
2.12 Deferral Plan. . . . . . . . . . . . . . . . . . . .4
2.13 Deferral Period. . . . . . . . . . . . . . . . . . .4
2.14 Deferral Unit. . . . . . . . . . . . . . . . . . . .5
2.15 Employer . . . . . . . . . . . . . . . . . . . . . .5
2.16 Employer Outlay. . . . . . . . . . . . . . . . . . .5
2.17 Executive Officers . . . . . . . . . . . . . . . . .6
2.18 Incentive Compensation . . . . . . . . . . . . . . .6
2.19 Incentive Plan . . . . . . . . . . . . . . . . . . .6
2.20 Insurance Eligible Account . . . . . . . . . . . . .6
2.21 Interest . . . . . . . . . . . . . . . . . . . . . .6
2.22 A Major Transaction. . . . . . . . . . . . . . . . .6
2.23 New England Electric System. . . . . . . . . . . . .8
2.24 Option I Deferral. . . . . . . . . . . . . . . . . .8
2.25 Option II Deferral . . . . . . . . . . . . . . . . .8
2.26 Participant. . . . . . . . . . . . . . . . . . . . .8
2.27 Person . . . . . . . . . . . . . . . . . . . . . . .9
2.28 Plan Year. . . . . . . . . . . . . . . . . . . . . .9
2.29 Occupation . . . . . . . . . . . . . . . . . . . . .9
2.30 Qualified Plan . . . . . . . . . . . . . . . . . . .9
2.31 Retirement . . . . . . . . . . . . . . . . . . . . 10
2.32 Subsidiary . . . . . . . . . . . . . . . . . . . . 10
2.33 Termination of Service . . . . . . . . . . . . . . 10
2.34 Totally Disabled . . . . . . . . . . . . . . . . . 11
2.35 Waiting Period . . . . . . . . . . . . . . . . . . 11
III. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . 11
3.01 Benefits Committee . . . . . . . . . . . . . . . . 11
3.02 Liability for Acts . . . . . . . . . . . . . . . . 11
3.03 Minors, Etc. . . . . . . . . . . . . . . . . . . . 12
3.04 Proof. . . . . . . . . . . . . . . . . . . . . . . 12
3.05 Denied Claims. . . . . . . . . . . . . . . . . . . 12
3.06 Participant List . . . . . . . . . . . . . . . . . 14
<PAGE>
TABLE OF CONTENTS
(continued)
-----------------
IV. OPERATION OF THE PLAN . . . . . . . . . . . . . . . . . . 14
4.01 Deferral Election. . . . . . . . . . . . . . . . . 14
4.02 Time of Election . . . . . . . . . . . . . . . . . 15
4.03 Deferred Compensation Accounts . . . . . . . . . . 16
A. Interest Credited. . . . . . . . . . . . . 16
B. Deferral Units . . . . . . . . . . . . . . 17
C. No Further Deferral Units. . . . . . . . . 18
4.04 Cancellation of Deferral Units . . . . . . . . . . 19
4.05 Account Balance Benefits . . . . . . . . . . . . . 19
A. Normal Form. . . . . . . . . . . . . . . . 20
B. Death Benefit. . . . . . . . . . . . . . . 20
C. Inactive Accounts. . . . . . . . . . . . . 20
D. Acceleration of Payments . . . . . . . . . 20
4.06 Deferral Unit Benefits . . . . . . . . . . . . . . 21
A. Death Benefit. . . . . . . . . . . . . . . 21
B. Disability . . . . . . . . . . . . . . . . 23
C. Retirement Income. . . . . . . . . . . . . 23
D. Split-Dollar Option. . . . . . . . . . . . 24
E. Conversion . . . . . . . . . . . . . . . . 26
F. Limitations on Benefits. . . . . . . . . . 26
G. Lump Sum Payments. . . . . . . . . . . . . 27
4.07 Hardship Payments. . . . . . . . . . . . . . . . . 27
4.08 No Segregation of Assets . . . . . . . . . . . . . 28
4.09 Dissolution or Merger of Employer. . . . . . . . . 28
4.10 Failure of Payments. . . . . . . . . . . . . . . . 29
4.11 Participant Cooperation. . . . . . . . . . . . . . 30
V. AMENDMENT OR TERMINATION. . . . . . . . . . . . . . . . . 30
5.01 Right to Amend or Terminate. . . . . . . . . . . . 30
5.02 Annual Report. . . . . . . . . . . . . . . . . . . 31
VI. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . 31
6.01 Nonalienation of Benefits. . . . . . . . . . . . . 31
6.02 No Implied Rights. . . . . . . . . . . . . . . . . 32
6.03 Effectuation of Interest . . . . . . . . . . . . . 32
6.04 Copy of Plan . . . . . . . . . . . . . . . . . . . 32
6.05 Headings . . . . . . . . . . . . . . . . . . . . . 32
6.06 Gender and Number. . . . . . . . . . . . . . . . . 33
6.07 Separability . . . . . . . . . . . . . . . . . . . 33
6.08 Applicability. . . . . . . . . . . . . . . . . . . 33
6.09 Governing Law. . . . . . . . . . . . . . . . . . . 33
6.10 Effective Date . . . . . . . . . . . . . . . . . . 33
SIGNATURE
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
DEFERRED COMPENSATION PLAN
---------------------------
I. PURPOSE
-------
The purpose of the Deferral Plan (the Plan) is to enable
executives to better plan the timing of receipt of income by
deferring cash compensation, in accordance with federal tax
statutes. The Plan was first executed in June of 1979, and has
been amended on several occasions since..
II. DEFINITIONS
-----------
2.01 Account Balance means the amount deferred by the
Participant and Interest thereon, all as provided in Subsection
4.03(A), less any payments or reductions made in accordance with
Sections 4.04 and 4.07.
2.02 Actuarial Value will be established using the most
recent assumptions established by the Benefits Committee for the
Qualified Plan.
2.03 Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of 1934.
<PAGE>
2.04 Beneficiary means any person designated in writing by
a Participant (which designation may be changed from time to
time) to receive benefits under the Plan payable upon death of
the Participant. Unless otherwise designated, the Beneficiary
will be the beneficiary under the Qualified Plan.
2.05 Benefits Committee means the Benefits Committee
established in accordance with the Qualified Plan.
2.06 Board means the Board of Directors of New England
Electric System.
2.07 Change in Control occurs when the conditions set
forth in either of the following paragraphs shall have been
satisfied:
(a) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of New England
Electric System (not including in the securities
beneficially owned by such Person any securities
acquired directly from New England Electric System or
its affiliates) representing 20% or more of the
combined voting power of New England Electric
System's then outstanding securities; or
<PAGE>
(b) during any period of not more than two consecutive
years after January 1, 1995, individuals who at the
beginning of such period constitute the Board and any
new director (other than a director designated by a
Person who has entered into an agreement with New
England Electric System to effect a transaction
described in clause (i) of this paragraph) whose
election by the Board or nomination for election by
New England Electric System's shareholders was
approved or recommended by a vote of at least two-
thirds of the directors then still in office who
either were directors at the beginning of the period
or whose election or nomination for election was
previously so approved or recommended, cease for any
reason to constitute a majority of the Board.
2.08 Compensation means
(a) the monthly base pay (including any amount deferred
hereunder) of a Participant,
(b) any Incentive Compensation,
(c) any bonuses established for those officers of New
England Electric System who would have been eligible
to participate in the Incentive Plan if they had not
been required to provide advice in connection with
the administration thereof, and
<PAGE>
(d) any other bonuses specifically designated by the
Employer at the time of the award as being deferred
under the terms of this Plan.
2.09 Compensation Committee means the Compensation
Committee of the Board.
2.10 Deferred Compensation means the Compensation of a
Participant deferred in accordance with the terms of this Plan.
2.11 Deferred Compensation Account means the special
memorandum account established for a Participant on the books of
his Employer pursuant to Section 4.03.
2.12 Deferral Plan means the provisions of New England
Electric Companies' Deferred Compensation Plan as in effect prior
to May 3, 1985.
2.13 Deferral Period means a four consecutive year period
over which a Participant has elected to defer a minimum of $5,000
under Deferral Option II, commencing with the date on which the
related Deferral Unit was established.
2.14 Deferral Unit means an investment unit established as
provided in Subsection 4.03(B).
<PAGE>
2.15 Employer is the company within the New England
Electric System holding company system which pays the base pay or
director's fees of the Participant.
2.16 Employer Outlay with respect to a Deferral Unit is
equal to the result of (a) plus (b) plus (c) less (d) below, all
accumulated at 6% per annum:
(a) the first four premiums on the related insurance
policy multiplied by the Employers' tax rate at the
time of payment;
(b) interest paid by the Employer on policy loans,
multiplied by one minus the Employers' marginal tax
rate at the time of payment, less borrowings from the
policy, if any, made to reimburse the Employer
therefor;
(c) benefits paid under the Plan to the Participant by
the Employer, multiplied by one minus the Employers'
marginal tax rate at the time of payment, less
borrowings from the policy, if any, made to reimburse
the Employer therefor;
(d) any other amounts borrowed by the Employer from the
policy except amounts borrowed to pay premiums.
2.17 Executive Officers means the Chairman, any Vice
Chairman, the President, any Vice President, the Treasurer, and
<PAGE>
the Secretary of the New England Electric System.
2.18 Incentive Compensation means awards made under the
Incentive Plan.
2.19 Incentive Plan means the New England Electric
Companies Incentive Compensation Plan.
2.20 Insurance Eligible Account means the Deferred
Compensation Account of an individual who is qualified for life
insurance on the date of establishment of the Deferral Unit in
question.
2.21 Interest means the factor described in Subsection
4.03(A).
2.22 A Major Transaction shall be deemed to have occurred
if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(a) the shareholders of New England Electric System
approve a merger or consolidation with any
corporation or business trust, other than (i) a
merger or consolidation which would result in the
individuals who prior to such merger or consolidation
<PAGE>
constitute the Board constituting at least two-thirds
of the board of directors of New England Electric
System or the surviving or succeeding entity
immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement
a recapitalization (or similar trasaction) in which
no Person acquires more than 20% of the combined
voting power of New England Electric System's then
outstanding securities;
(b) the shareholders of New England Electric System
approve a plan of complete liquidation thereof; or
(c) the shareholder of New England Electric System
approve an agreement for the sale or disposition of
all or substantially all of New England Electric
System's assets, other than a sale or disposition
which would result in the individuals who prior to
such sale or disposition constitute the Board
constituting at least two-thirds of the board of
directors of the Person purchasing such assets
immediately after such sale or disposition.
2.23 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
<PAGE>
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent thereof assumes
or shall be held to any liability therefor.
2.24 Option I Deferral means any deferral except one made
in accordance with Subsection 4.01(B). If a Participant is
combining an election under Subsection 4.01(A) with an election
under 4.01(B), the excess of the 4.01(A) deferral over the
4.01(B) deferral will be treated as an Option I Deferral.
2.25 Option II Deferral means a deferral made in
accordance with Subsection 4.01(B).
2.26 Participant means:
(a) Executive officers;
(b) other participants in the Incentive Plan; and
(c) other employees of the New England Electric companies
who are in a position to make significant
contributions to the longer term financial objectives
of the New England Electric System and whose
participation in this Plan is authorized by the
Compensation Committee.
<PAGE>
2.27 Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not include (i)
New England Electric System or any subsidiary thereof, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of New England Electric System or any subsidiary
thereof, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of New England
Electric System in substantially the same proportions as their
ownership of shares of New England Electric System.
2.28 Plan Year means a calendar year.
2.29 Occupation means, during the first 24 months of total
disability, the Participant's occupation at the time the
disability began. After that period, Occupation means any
occupation for which the Participant is or becomes reasonably
fitted by education, training, or experience.
2.30 Qualified Plan means the New England Electric System
Companies' Final Average Pay Pension Plan I.
2.31 Retirement means the date on which a Participant
commences receiving retirement income payments under this Plan.
<PAGE>
Such payment will normally commence on the first business day of
the month after which the Participant reaches age 70 1/2;
however, a Participant may, at any time on or after Termination
of Service, apply in writing to the Benefits Committee for
approval of an earlier commencement. The decision whether to
allow such earlier commencement shall be in the sole discretion
of the Benefits Committee.
Retirement under this Plan is not contingent upon retirement
under the Qualified Plan or any other plan maintained by the
Employer.
2.32 Subsidiary means a company five per centum or more of
whose outstanding voting securities are owned, controlled, or
held with power to vote, directly or indirectly, by New England
Electric System or any subsidiary thereof.
2.33 Termination of Service shall occur when the
Participant is neither (i) employed by a Subsidiary nor (ii) a
member of the board of directors of New England Electric System
or any Subsidiary.
2.34 Totally Disabled means the Participant is in a
condition that totally and continuously prevents him, for at
least 180 consecutive days, from engaging in an occupation for
compensation or profit.
<PAGE>
2.35 Waiting Period means 180 days after the Participant
becomes Totally Disabled.
III. ADMINISTRATION
--------------
3.01 Benefits Committee. This Plan shall be administered
by the Benefits Committee, and interpretations of the Plan by the
Benefits Committee shall be final and binding on all parties.
3.02 Liability for Acts. Neither the Compensation
Committee, the Benefits Committee, nor the Employers, nor the
members, officers, directors, agents, or employees of any of the
foregoing shall be liable for any error of omission or commission
unless such error results from its, his, or her own gross
negligence, willful misconduct, or lack of good faith; nor shall
any such party be liable for any act of gross negligence, willful
misconduct, or lack of good faith of any other such party.
3.03 Minors, Etc. If a minor, person declared
incompetent, or person incapable of handling the disposition of
his property is entitled to receive a benefit, make an
application, or make an election hereunder, the Benefits
Committee may direct that such benefits be paid to, or such
application or election be made by, the guardian, legal
representative, or person having the care and custody of such
<PAGE>
minor, incompetent, or incapable person. Any payment made,
application allowed, or election implemented in accordance with
this Section shall completely discharge the Plan, the
Compensation Committee, and the Benefits Committee from all
liability with respect thereto.
3.04 Proof. The Benefits Committee may require proof of
the death, total disability, incompetency, minority, or
incapacity of any Participant or Beneficiary, and of the right of
a person to receive any benefit or make any application or
election.
3.05 Denied Claims. The procedures when a claim under
this Plan is denied are as follows:
(A) The Benefits Committee shall:
(i) notify the claimant within a reasonable time
of such denial, setting forth the specific
reasons therefor; and
(ii) afford the claimant a reasonable opportunity
for a review of the decision.
(B) The notice of such denial shall set forth, in
addition to the specific reasons for the denial, the following:
<PAGE>
(i) identification of pertinent provisions of this
Plan;
(ii) such additional information as may be relevant
to denial of claim; and
(iii) an explanation of the claims review procedure;
and advice that the claimant may request an
opportunity to submit a statement of issues
and comments.
(C) Within sixty days following advice of denial of a
claim, upon request made by the claimant, the Benefits Committee
shall take appropriate steps to review its decision in light of
any further information or comments submitted by the claimant.
The Benefits Committee may hold a hearing at which the claimant
may present the basis of any claim for review.
(D) The Benefits Committee shall render a decision within
a reasonable time (not in excess of 120 days) after the
claimant's request for review and shall advise the claimant in
writing of its decision, specifying the reasons and identifying
the appropriate provisions of this Plan.
(E) The Benefits Committee shall report to the
Compensation Committee any denials of claims, requests for
<PAGE>
review, and actions taken in response to such requests. The
Compensation Committee may review such denials and actions and
may affirm, modify, or reverse same.
3.06 Participant List. The Chief Executive Officer shall
be responsible for maintaining an up-to-date list of the
Participants with copies to Compensation Committee and Benefits
Committee members.
IV. OPERATION OF THE PLAN
4.01 Deferral Election. A Participant may elect to defer
compensation as follows:
(A) A Participant may elect to have his 2.05(a)
Compensation (excluding any increase thereof after
the commencement of the year) reduced by any
percentage - not exceeding 15 percent.(*)
(B) A Participant may elect to have his 2.05(a)
Compensation reduced by a fixed dollar amount of at
least $5,000 per Plan year for a period of four
consecutive years - not exceeding 15%.(*)
_____________________
(*) If Subsection 4.01(A) and 4.01(B) elections are
combined, the deferral shall be for the greater of the two
amounts, but not in excess of 15 percent of the Participant's
2.04(a) Compensation at the time the election is made.
<PAGE>
(C) A Participant may elect to defer any percentage of
any increase, not yet then effective, in his 2.05(a)
Compensation over that for the preceding December.
(D) A Participant may elect to defer any percentage or
dollar amount of his Incentive Compensation.
(E) A Participant may elect to defer any percentage or
dollar amount of his 2.05(c) Compensation.
These elections are not exclusive and a Participant may
elect one, or any combination thereof.
4.02 Time of Election. Elections for deferrals under
Subsections 4.01(A), (B), and (C) shall be made prior to
commencement of the Plan Year in which the Compensation is to be
earned. Elections for deferrals under Subsections 4.01(D) and
(E) shall be made prior to the Plan Year, the performance in
which is rewarded by the Incentive Compensation or bonus. If any
individual becomes a Participant or qualifies for a new form of
bonus during a Plan Year, he may, at that time, elect prior to
receipt of the 2.05(a) Compensation or award of the 2.05(b) or
(c) bonus to defer Compensation received or earned in that or a
succeeding Plan Year.
<PAGE>
An election once made shall be effective for each succeeding
year until a superseding election is made or until it is
cancelled. Option II Deferrals can not be superseded during the
related Deferral Period other than as provided in Sections 4.04
and 4.07. For Option II Deferrals, after completion of the
related Deferral Period, a new Deferral Period and a new Deferral
Unit will commence for the same fixed amount. Any superseding
election shall be effective for each Plan Year subsequent to the
year in which it was made.
4.03 Deferred Compensation Accounts. The Deferred
Compensation Account for each Participant shall continue to
reflect amounts deferred under the prior provisions of the
Incentive Plan and the Deferral Plan. The Deferred Compensation
Account for each Participant shall be credited with an amount of
Deferred Compensation as of the date the equivalent cash payment
would otherwise have been made.
A. Interest Credited. All Deferred Compensation
Accounts shall be increased by a factor (the Interest) as
follows: As of the last day of each Plan Year, the Employer
shall credit to each such Deferred Compensation Account interest
on the balance in such account computed with regard to the amount
of time during the Plan Year that such amount has been credited
to such account. The rate of interest shall be the twelve-month
<PAGE>
average for the Plan Year of the monthly base rates on prime
corporate loans at the principal office of The First National
Bank of Boston in effect on the last day of each month.
B. Deferral Units. All Deferred Compensation Accounts
which are Insurance Eligible shall have Deferral Units credited
to them as follows: When, on the first day of January, April,
July, or October, the Account Balance is $17,500 or more
(exclusive of Option II Deferrals and prior Deferral Units) the
Employer shall designate a life insurance policy on the life of
the Participant that shall serve as a measure of the Employer's
obligation to pay deferred compensation to such Participant under
this Plan. For this purpose it shall be assumed that the entire
amount of the Account available on such date is applied toward
the premium required by such policy. The Employer may actually
purchase such policy but shall not be required to do so. If a
policy is purchased by the Employer neither the Participant whose
life is insured nor his Beneficiary shall own any interest
whatever in such policy. The Employer shall have the right,
without the Participant's consent, at any time and from time to
time, to obtain a loan against the policy from the issuer or to
effect a collateral assignment of its interest in the policy to
any other party. The Employer may not, however, obtain loans
against any policy for which a split-dollar option is in effect,
if such loans would cause the amount representing the interest of
the Participant to be reduced. Neither any failure, insolvency,
<PAGE>
bankruptcy, nor liquidation of an insurance company whose policy
is used as a measure nor any failure of payment on, or failure,
insolvency, bankruptcy, or liquidation of the insurance company
issuing, any insurance purchased by the Employer shall excuse the
Employer or New England Electric System from its obligations
hereunder. References in this Plan to insurance policies, for
example, in Section 2.13, may be satisfied by calculations as to
the effect which hypothetical transactions in the designated
insurance policies would produce. For administrative convenience
the Employer may establish multiple Deferral Units - with
multiple insurance policies - for a Participant's deferrals under
the prior provisions of the Incentive Plan and the Deferral Plan.
Each Option II Deferral shall constitute a Deferral Unit.
The Employer shall designate a life insurance policy on the life
of the Participant, the annual premium to be equal to the fixed
amount committed for each year of the Deferral Period.
Each Deferral Unit will provide death benefits, retirement
income, and disability income as described in Section 4.06.
C. No Further Deferral Units. No Deferral Unit will be
established after October 2, 1986.
<PAGE>
4.04 Cancellation of Deferral Units. Prior to Retirement,
a Participant who has Deferral Units may apply in writing to the
Benefits Committee for cancellation of some or all of his
Deferral Units. The decision to allow such cancellation shall be
in the sole discretion of the Benefits Committee. At Retirement
the Participant's Account Balance shall be reduced by the amount
of that portion of the Account Balance related to uncancelled
Deferral Units.
Any Option II Deferral Unit for which the Deferral Period
has not been completed at the Termination of Service will be
cancelled; however, the Participant will retain the related
portion of the Account Balance.
Any Option II Deferral Unit for which the Deferral Period
has not been completed at the time the Participant becomes
Totally Disabled and is no longer receiving 2.05(a) Compensation
shall be continued in force; however, if the Participant has
converted the disability benefits thereof in accordance with
Subsection 4.06(E), the benefits associated with said Unit will
be reduced to the same proportion as the related Compensation
deferred by the Participant bears to $20,000.
<PAGE>
4.05 Account Balance Benefits. Payments of the portion of
the Account Balance not related to uncancelled Deferral Units
shall be as follows:
A. Normal Form. A Participant's full Account Balance
not related to uncancelled Deferral Units shall be paid to him in
a lump sum on Retirement; provided, however, the Account Balance
related to deferrals made after October 2, 1986, shall be paid in
ten annual payments commencing at Retirement.
A Participant may, at any time on or after Termination of
Service, apply in writing to the Benefits Committee for approval
of acceleration of this payment or any portion thereof. The
decision whether to allow such acceleration shall be in the sole
discretion of the Benefits Committee.
B. Death Benefit. Upon the death of a Participant any
portion of the Account Balance not related to uncancelled
Deferral Units shall be paid, as soon as practicable, in a lump
sum to the Participant's Beneficiary.
C. Inactive Accounts. A Participant's full Account
Balance not related to uncancelled Deferral Units shall be paid
to him in a lump sum as soon as practicable after January 2,
<PAGE>
1987, if he does not have an effective deferral election, other
than for an Option II Deferral, on said date.
D. Acceleration of Payments. A Participant may, at any
time after either a Change in Control or a Major Transaction, and
when the Participant has had a Termination of Employment, either
before or after such event, require the acceleration of payments
under subsection 4.05(A).
4.06 Deferral Unit Benefits. Benefits for uncancelled
Deferral Units will be as follows:
A. Death Benefit. A death benefit, as described below,
will be paid to the Participant's Beneficiary.
If the Participant dies prior to Retirement, his Beneficiary
will be paid a lump sum equal to the greater of (i) the death
benefit of the insurance policy (net of loans) less the Employer
Outlay, divided by one minus the Employers' marginal tax rate at
the time of payment or (ii) that portion of the Account Balance
relating to the Deferral Unit.
If the Participant dies after Retirement, his Beneficiary
will be paid a lump sum equal to the death benefit of the
<PAGE>
insurance policy (net of loans) less the Employer Outlay, divided
by one minus the Employers' tax rate at the time of payment.
B. Disability. A Participant who prior to age 60
becomes Totally Disabled for 180 days or more will be paid during
the continuation of such disability until Retirement or age 65,
whichever comes first, a monthly benefit commencing in the month
following the Waiting Period.
For an Option I Deferral Unit the monthly disability benefit
will be equal to 2.25% of the initial amount of the Deferral Unit
divided by one minus the Employer's marginal tax rate at the time
of payment.
For an Option II Deferral Unit the monthly disability
benefit will be equal to one-twelfth of the initial amount (first
deferral) of the Deferral Unit divided by one minus the
Employer's marginal tax rate at the time of payment.
C. Retirement Income. Annual payments will be made for
the lifetime of the Participant beginning on his Retirement. On
or before Retirement a Participant may elect for all of his
Deferral Units one of the following:
(i) a level annual retirement income payment; or
<PAGE>
(ii) an annually increasing retirement income payment.
The Benefits Committee will, from time to time,
establish the rate of increase, if any, for such
payments, after consideration of the investment
performance of the insurance policy and the
Employers' then tax rate.
Under either election there will be a lump sum death benefit
to the Beneficiary. The respective combinations of the
retirement income election selected and the death benefit
provided under Subsection 4.06(A) shall produce actuarially
equivalent amounts.
The level retirement payment - and the initial payment for
an increasing retirement payment - will be based upon the initial
amount of the Deferral Unit with reference to an investment index
(not less than Interest). The Benefits Committee will determine
the investment index for each Deferral Unit when established.
The retirement income payments for a Deferral Unit may not
commence until at least 48 months after the establishment of that
Deferral Unit.
D. Split-Dollar Option. If in fact a life insurance
policy has been purchased on the life of a Participant, that
Participant may, in accordance with such procedures as may be
<PAGE>
approved by the Chairman of the Benefits Committee, elect a
split-dollar option to be effective until Termination of Service.
The Employer shall endorse to the Participant the right under the
policy (until Termination of Service) to designate a beneficiary
for that portion of the policy equal to the death benefit of the
policy (net of loans) less the Employer Outlay reduced as
provided in Section 4.04, if applicable.
The Employer will promptly pay all premiums on the policy
when due. The Participant shall pay to the Employer, within
fifteen days prior to the date each premium is due, an amount
equal to the value, for Federal income tax purposes, of the
"economic benefit" of the life insurance protection he then
enjoys.
The Participant shall have the right to make an absolute
assignment of his entire interest, or any portion thereof, under
the policy at any time to any person or persons. Upon delivery
of a signed copy of such assignment to the Employer, all, or such
portion, of the rights, obligations, and duties of the
Participant under this Subsection 4.06(D) shall pass to and be
binding upon such assignee (including the right to make further
assignments) and the Participant shall have no further interest
whatsoever in the policy, or such portions.
<PAGE>
In the event the Participant fails to pay to the Employer an
amount equal to the "economic benefit," the Participant's right
to designate a beneficiary for the policy shall terminate and the
obligations of the Employer under this subsection 4.06(D) shall
cease. The Participant will, however, have the same rights under
the Plan as he would have had had he not elected the split-dollar
option.
No other death benefits will be payable under the affected
Deferral Unit and the affected Deferral Unit is not subject to
cancellation in accordance with Section 4.04, until Termination
of Service.
E. Conversion. Prior to age 60, a Participant may,
consistent with such procedures as may be approved by the
Chairman of the Benefits Committee, waive the disability benefits
provided in Subsection 4.06(B) on a Deferral Unit by Deferral
Unit basis in return for an increase in the death benefits
provided in Subsection 4.06(A).
F. Limitations on Benefits. In the event of the
Participant's suicide during the first 24 months after the
establishment of a Deferral Unit or if the Participant makes any
material misstatement of information or nondisclosure of medical
<PAGE>
history, the Benefits Committee may in its sole discretion cancel
the affected Deferral Unit; however, the Participant will retain
that portion of the Account Balance related thereto.
G. Lump Sum Payments. A Participant may, at any time
after either a Change in Control or a Major Transaction, and when
the Participant has had a Termination of Employment, either
before or after such event, elect to receive, in lieu of any
future benefits hereunder, a lump sum payment equal to the
Actuarial Value of the maximum value of said future benefits,
less 10%.
4.07 Hardship Payments. Prior to a Participant's
Termination of Service, the Benefits Committee shall have the
power and discretion to make a payment to such Participant from
his Deferred Compensation Account at any time if the Benefits
Committee determines that the Participant is suffering from a
serious financial emergency resulting from circumstances beyond
the Participant's control which would cause a hardship to the
Participant unless such payment was made. Payments will be made
first from any amounts not in Deferral Units, second from any
amounts in Option II Deferral Units for which the Deferral Period
is not yet complete, and third from other Deferral Units.
Benefits otherwise payable from a partially liquidated Deferral
<PAGE>
Unit shall then be actuarially adjusted for the payment made. No
payments will be made on account of Deferral Units for which a
split-dollar option has been elected under Subsection 4.06(D).
Any such hardship payment will be in a lump sum and will not
exceed the lesser of (i) the amount necessary to satisfy the
hardship situation or (ii) the Account Balance.
4.08 No Segregation of Assets. The Employer shall not be
required to set aside or segregate any assets of any kind to meet
any obligations under this Plan. All obligations of the Employer
shall be reflected by bookkeeping entries only. The Participants
shall have no rights under this Plan to any specific assets of
the Employer and ownership of any insurance policies relating to
Deferral Units shall remain with the Employer. The rights of the
Participants under this Plan shall be those of a general,
unsecured creditor of the Employer. Except as provided in
Subsection 4.06(D) a Participant shall not have the right to
commute, sell, assign, transfer, or otherwise convey the right to
receive any payments under this Plan, which payments and the
right thereto shall be nonassignable and nontransferable, whether
voluntarily or involuntarily.
4.09 Dissolution or Merger of Employer. In the event of
dissolution, liquidation, or winding up of the business of the
Employer, whether voluntary or involuntary, the Account Balance
<PAGE>
(exclusive of that portion associated with Deferral Units) shall
be paid, at the time of such event, in a lump sum to the
Participant and policies equivalent to Deferral Units shall be
purchased for and/or assigned to the Participant. In the event
of merger or consolidation of the Employer into another entity,
the Account Balance (exclusive of that portion associated with
Deferral Units) shall be paid, at the time of such event, in a
lump sum to the Participant and policies equivalent to those
relating to Deferral Units shall be purchased for and/or assigned
to the Participant unless the Compensation Committee determines
that the Participant's rights under the Plan continue after such
merger or consolidation.
4.10 Failure of Payments. Any provision of this Plan to
the contrary notwithstanding, if (i) an Employer shall fail to
make any payment to any Participant when due under this Plan or
(ii) any employer or company shall fail to make any payments to
any Participant due under either of the New England Electric
Companies' Executive Supplemental Retirement Plan or the New
England Electric System Companies Retirement Supplement Plan,
each Participant will be paid immediately as a lump sum his full
Account Balance (exclusive of that portion associated with
Deferral Units) and policies equivalent to those relating to
Deferral Units shall be purchased for and/or assigned to the
Participant. If any employer or company shall, in good faith,
<PAGE>
contest a claim by a participant under this Plan or any of the
other above-listed plans, the failure to make the contested
payment or payments shall not, for the purpose of this paragraph,
be a failure to make a payment.
If the Employer does not make the aforesaid payment or
assign the insurance policies, New England Electric System will
make the payment and/or purchase and assign equivalent insurance
policies for the account of the Employer.
4.11 Participant Cooperation. The Participant for whom a
Deferral Unit is or may be established is expected to cooperate
with the Employer by furnishing any and all information requested
by the Employer, taking such physical examinations as the
Employer may deem necessary, and taking such other actions as may
be requested by the Employer. If a Participant declines to
cooperate, he shall have no right thereafter to defer any
Compensation hereunder.
V. AMENDMENT OR TERMINATION
------------------------
5.01 Right to Amend or Terminate. The Compensation
Committee may amend or terminate this Plan at any time; provided,
however, that no such action shall affect any right or obligation
with respect to any Compensation previously earned; provided,
<PAGE>
further, that, if the Compensation Committee, in its sole
discretion, determines that (a) changes in Federal income tax
statutes, rules, or regulations, (b) changes in the Federal tax
rate paid by the Employers, or (c) the application or potential
application to the Plan of Section 406 of Title I of the Employee
Retirement Income Security Act of 1974 make it advisable,
existing Deferral Units may be modified or canceled; and provided
further, no amendment or discontinuance in any manner adverse to
a Participant with respect to benefit formula or optional form of
payment may be made for three years following a Change in Control
or a Major Transaction. No such modification or cancellation
shall affect any Participant's Account Balance. No such
modification may reduce the then established retirement income or
death benefit of a Participant who has had a Termination of
Service, but it may reduce or eliminate any subsequent increases
in either or both.
5.02 Annual Report. The Chairman of the Benefits
Committee shall annually prepare a report to the Compensation
Committee of any changes in Federal income tax statutes, rules,
or regulations and the Federal income tax rate paid by the
Employers insofar as they may impact the operation of this Plan.
<PAGE>
VI. GENERAL PROVISIONS
- --------------
6.01 Nonalienation of Benefits. To the fullest extent
permitted by law, no benefit under this Plan, nor any other
interest hereunder of any Participant or Beneficiary, may be
assigned or alienated.
6.02 No Implied Rights. Neither this Plan nor the making
of payments or purchases of insurance by an Employer shall be
construed to create any obligation upon an Employer to continue
the Plan or to continue purchases of insurance or to give any
present or future employee any right to continued employment.
6.03 Effectuation of Interest. In the event it should
become impossible for the Employers, the Compensation Committee,
or the Benefits Committee to perform any act required by the
Plan, the Employers, the Compensation Committee, or the Benefits
Committee may perform such other act as it in good faith
determines will most nearly carry out the intent and purpose of
the Plan.
6.04 Copy of Plan. An executed copy of the Plan shall be
available for inspection by Participants or other persons
<PAGE>
entitled to benefits under the Plan at reasonable times at the
Personnel Offices of the Employers.
6.05 Headings. The headings of articles and sections of
the Plan are for convenience of reference only.
6.06 Gender and Number. Unless the context requires
otherwise, the singular shall include the plural; the masculine
gender shall include the feminine; and such words as "herein",
"hereinafter", "hereof", and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivision in which
such words appear.
6.07 Separability. If any term or provision of this Plan,
as presently in effect or as amended from time to time, or the
application thereof to any payments or circumstances, shall to
any extent be invalid or unenforceable, the remainder of this
Plan and the application of such term or provision to payments or
circumstances other than those as to which it is invalid or
unenforceable shall not be affected thereby, and each term or
provision of this Plan shall be valid and enforced to the fullest
extent permitted by law.
6.08 Applicability. All provisions of this Plan shall be
uniformly applicable to all Participants.
<PAGE>
6.09 Governing Law. Except as otherwise required by law,
this Plan and all matters arising thereunder shall be governed by
the laws of The Commonwealth of Massachusetts.
6.10 Effective Date. This Amendment shall be effective
January 1, 1995.
Dated:
s/George M. Sage
__________________________________
Chairman
Pursuant to Vote of November 22,
1994, of the Compensation Committee
<PAGE>
EXHIBIT(10)(n)
NEW ENGLAND ELECTRIC SYSTEM COMPANIES
RETIREMENT SUPPLEMENT PLAN
Executed November 1, 1979
Amended October 12, 1982
November 23, 1982
June 21, 1984
May 27, 1986
April 1, 1991
September 1, 1993
January 1, 1995
December 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Actuarial Value . . . . . . . . . . . . . . . . . .1
2. Adjusted Benefit. . . . . . . . . . . . . . . . . .1
3. Adjustment. . . . . . . . . . . . . . . . . . . . .1
4. Adjustment Factor . . . . . . . . . . . . . . . . .2
5. Basic Benefit . . . . . . . . . . . . . . . . . . .2
6. Beneficial Owner. . . . . . . . . . . . . . . . . .2
7. Board . . . . . . . . . . . . . . . . . . . . . . .2
8. Change in Control . . . . . . . . . . . . . . . . .3
9. Committee . . . . . . . . . . . . . . . . . . . . .4
10. Company . . . . . . . . . . . . . . . . . . . . . .4
11. Initial Adjusted Benefit. . . . . . . . . . . . . .4
12. A Major Transaction . . . . . . . . . . . . . . . .4
13. New England Electric System . . . . . . . . . . . .6
14. Participant . . . . . . . . . . . . . . . . . . . .6
15. Person. . . . . . . . . . . . . . . . . . . . . . .6
16. Plan. . . . . . . . . . . . . . . . . . . . . . . .7
17. Qualified Plan. . . . . . . . . . . . . . . . . . .7
18. Qualified Plan Benefit. . . . . . . . . . . . . . .7
19. Retirement. . . . . . . . . . . . . . . . . . . . .7
20. Retirement Income . . . . . . . . . . . . . . . . .7
21. Spouse . . . . . . . . . . . . . . . . . . . . . .8
22. Supplemental Plan . . . . . . . . . . . . . . . . .8
23. Supplemental Plan Benefit . . . . . . . . . . . . .8
24. Year of Service . . . . . . . . . . . . . . . . . .8
Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8
1. Retirement Benefit. . . . . . . . . . . . . . . . .8
2. Form of Payment . . . . . . . . . . . . . . . . . .9
3. Spouse's Death Benefit. . . . . . . . . . . . . . .9
Timing of Payments . . . . . . . . . . . . . . . . . . . . . . .9
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10
Administration and Claims. . . . . . . . . . . . . . . . . . . 11
Government Regulations . . . . . . . . . . . . . . . . . . . . 11
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 11
Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 12
Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 12
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM COMPANIES
-------------------------------------
Retirement Supplement Plan
--------------------------
Definitions
- -----------
When used in the Plan, the following words will have the
meaning given below:
1. Actuarial Value will be established using the most
recent assumptions established by the Benefits
Committee for the Qualified Plan.
2. Adjusted Benefit means the product of (a) and (b)
below:
(a) the Adjusted Benefit or the Initial Adjusted
Benefit, as is applicable, for the prior year
and
(b) the Adjustment Factor.
The Adjusted Benefit will be determined as soon as
necessary data is available after the beginning of
each year.
Each year, at the time of the first payment of the
Adjusted Benefit, an appropriate retroactive payment
will be made to adjust amounts due between January
of the current year and the time of the adjustment.
<PAGE>
3. Adjustment means, for the then current year, (a)
less (b) below:
(a) Moody's AAA Corporate Bond rate for the prior
year
(b) 200 basis points.
In no event, however, may the Adjustment exceed the
percentage increase, if any, in the Consumer Price
Index for the prior year, and in no event may the
Adjustment be less than zero.
4. Adjustment Factor means (a) plus (b) below:
(a) 1.000, and
(b) the Adjustment expressed in decimal form.
5. Basic Benefit means, for retirements on or after
April 1, 1991, an annual retirement benefit equal to
that calculated under the Supplemental Plan without
regard to any domestic relations order that would
otherwise affect the amount of said benefit.
6. Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of
1934.
<PAGE>
7. Board means the Board of Directors of New England
Electric System.
8. Change in Control occurs when the conditions set
forth in either of the following paragraphs shall
have been satisfied:
(a) any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities
of New England Electric System (not including
in the securities beneficially owned by such
Person any securities acquired directly from
New England Electric System or its
affiliates) representing 20% or more of the
combined voting power of New England Electric
System's then outstanding securities; or
(b) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such
period constitute the Board and any new
director (other than a director designated by
a Person who has entered into an agreement
with New England Electric System to effect a
transaction described in clause (a) of this
paragraph) whose election by the Board or
nomination for election by New England
Electric System's shareholders was approved
<PAGE>
or recommended by a vote of at least two-
thirds of the directors then still in office
who either were directors at the beginning of
the period or whose election or nomination
for election was previously so approved or
recommended, cease for any reason to
constitute a majority of the Board.
9. Committee means the Compensation Committee of the
Board of Directors of the New England Electric
System.
<PAGE>
10. Company means the subsidiary of New England Electric
System by which the Participant was employed on the
day immediately preceding the date he has a
termination of employment.
11. Initial Adjusted Benefit means the product of (a)
and (b) below:
(a) The Basic Benefit;
(b) the Adjustment Factor.
12. A Major Transaction shall be deemed to have occurred
if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
<PAGE>
(a) the shareholders of New England Electric
System approve a merger or consolidation with
any corporation or business trust, other than
(i) a merger or consolidation which would
result in the individuals who prior to such
merger or consolidation constitute the Board
constituting at least two-thirds of the board
of directors of New England Electric System
or the surviving or succeeding entity
immediately after such merger or
consolidation, or (ii) a merger or
consolidation effected to implement a
recapitalization (or similar trasaction) in
which no Person acquires more than 20% of the
combined voting power of New England Electric
System's then outstanding securities;
(b) the shareholders of New England Electric
System approve a plan of complete liquidation
thereof; or
(c) the shareholder of New England Electric
System approve an agreement for the sale or
disposition of all or substantially all of
New England Electric System's assets, other
than a sale or disposition which would result
in the individuals who prior to such sale or
<PAGE>
disposition constitute the Board constituting at
least two-thirds of the board of directors of the
Person purchasing such assets immediately after such
sale or disposition.
13. New England Electric System means the trustee or
trustees for the time being (as trustee or trustees
but not personally) under an agreement and
declaration of trust dated January 2, 1926, as
amended, which is hereby referred to, and a copy of
which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any
agreement, obligation, or liability made, entered
into or incurred by or on behalf of New England
Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent
thereof assumes or shall be held to any liability
therefor.
14. Participant means any of those officers of the New
England Electric System who (a) participated in this
Plan as of February 1, 1991, or (b) are designated
as participants in this Plan by the Committee.
<PAGE>
15. Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof; however, a Person
shall not include (i) New England Electric System or
any subsidiary thereof, (ii) a trustee or other
fiduciary holding securities under an employee
benefit plan of New England Electric System or any
subsidiary thereof, (iii) an underwriter temporarily
holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or
indirectly, by the shareholders of New England
Electric System in substantially the same
proportions as their ownership of shares of New
England Electric System.
16. Plan means the Retirement Supplement Plan.
17. Qualified Plan means the New England Electric System
Companies' Final Average Pay Pension Plan I.
18. Qualified Plan Benefit means the annual benefit
payable at Retirement on a straight life annuity
basis under the terms of the Qualified Plan without
regard to any qualified domestic relations order
that would otherwise affect the amount of said
benefit.
<PAGE>
19. Retirement means the date on which retirement
benefits under the Qualified Plan commence.
20. Retirement Income means the monthly benefit for
which a Participant is eligible under this Plan.
21. Spouse shall have the meaning provided in the
Qualified Plan.
22. Supplemental Plan means New England Electric System
Companies' Executive Supplemental Retirement Plan.
23. Supplemental Plan Benefit means the annual benefit
payable at Retirement on a straight life annuity
basis under the terms of the Supplemental Plan
without regard to any domestic relations order that
would otherwise affect the amount of said benefit.
24. Year of Service shall have the meaning provided in
the Qualified Plan.
<PAGE>
Plan Benefits
- -------------
1. Retirement Benefit
A Participant shall be entitled to receive under
this Plan an annual retirement benefit equal to (a)
less (b) below:
(a) the Adjusted Benefit for the given year;
(b) the sum of the Qualified Plan Benefit and the
Supplemental Plan Benefit.
2. Form of Payment
Retirement Income shall be payable in the same form
as that elected under the provisions of the
Qualified Plan; provided, however, to the extent
that the form of benefit was dictated by the terms
of a qualified domestic relations order, the form
may be that which would have applied (or any form
that could have been elected) in the absence of said
order. The annual Retirement Income payment from
this Plan shall be adjusted by the actuarial
equivalent factor used to reduce retirement benefits
under the Qualified Plan, other than reductions for
retirement before age 65.
<PAGE>
3. Spouse's Death Benefit
If a Participant has not had a termination of
employment, a Spouse's death benefit shall be
payable under this Plan on the same terms as
provided in the Supplemental Plan.
Timing of Payments
- ------------------
A Participant shall be eligible for benefits under this Plan
when and if he or she is eligible for benefits under the
Qualified Plan. Benefits shall commence on the first
anniversary of the date on which the Participant first
receives benefits under the Qualified Plan.
Lump Sum Payments
- -----------------
At Retirement, a Participant may elect to receive, in lieu
of any future benefits hereunder, a lump sum payment equal
to the Actuarial Value of the maximum value of said future
benefits, less 10%.
Any provision of this Plan to the contrary notwithstanding,
if (i) any company shall fail to make any payment to any
Participant when due under this Plan or (ii) any company or
employer shall fail to make any payment to any participant
<PAGE>
due under either of the New England Electric Companies Deferred
Compensation Plan or the Supplemental Plan, the full amount of
the current Actuarial Value of the Participant's benefits under
this Plan shall be payable immediately to each Participant as a
lump-sum; provided, however, if any employer or company shall,
in good faith, contest a claim by a participant under this Plan
or any of the other above-listed plans, the failure to make the
contested payment or payments shall not, for the purpose of this
paragraph, be a failure to make a payment.
At any time following a Change in Control or a Major
Transaction, any Participant who has had a Termination of
Employment, whether before or after the Change in Control or
Major Transaction, may elect to receive, in lieu of any
future benefits hereunder, a lump sum payment equal to the
Actuarial Value of the maximum value of said future
benefits, less 10%.
If the Company does not make the aforesaid lump sum
payments, the New England Electric System will make the
payment for the account of the Company.
<PAGE>
Administration and Claims
- -------------------------
The Committee shall have for this Plan the same duties,
including, but not limited to, the procedures for denied
claims, as the Benefits Committee and the Benefits Appeal
Committee have for the Qualified Plan.
Government Regulations
- ----------------------
It is intended that this Plan will comply with all
applicable laws and governmental regulations, and the
Company shall not be obligated to perform an obligation
hereunder in any case where, in the opinion of the Company's
counsel, such performance would result in violation of any
law or regulation.
Nonassignment
- -------------
To the fullest extent permitted by law, no benefit under the
Plan, nor any other interest hereunder of any Participant or
contingent annuitant, may be assigned or alienated.
<PAGE>
Provisions of Benefits
- ----------------------
This Plan will be unfunded. Benefits will be paid from the
operating revenues of the Company. A Participant's rights
to benefits under this Plan shall be those of an unsecured,
general creditor of the Company.
Vesting
- -------
A Participant's accrued benefits shall be 100% vested after
60 months of participation in this Plan.
If a Participant should become totally and permanently
disabled or die, prior to the completion of 60 months of
participation in the Plan, the Participant or the
Participant's Spouse shall be entitled to receive a prorated
benefit derived by multiplying the full benefit, otherwise
payable but for the passage of time under the Plan, by the
quotient obtained by dividing the months of participation by
sixty.
Amendment or Discontinuance
- ----------------------------
The Committee may amend or discontinue the Plan at any time;
provided, no modification shall reduce a benefit which a
Participant was eligible to receive under the Plan at the
time of such amendment or discontinuance; and provided
further, no amendment or discontinuance in any manner
adverse to a Participant with respect to benefit formula or
optional form of payment may be made for three years
following a Change in Control or a Major Transaction.
<PAGE>
Effective Date
- --------------
This Amendment shall be effective December 1, 1995.
Dated: December 26, 1995
s/ George M. Sage
_______________________________________
Chairman of the Compensation Committee
Pursuant to Vote of the Compensation
Committee of October 24, 1995, and the
Board of Directors of November 28, 1995
<PAGE>
EXHIBIT(10)(o)
NEW ENGLAND ELECTRIC COMPANIES'
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN I
Executed December 4, 1978
Amended November 5, 1979
October 12, 1982
March 14, 1983
June 21, 1984
July 31, 1984
July 23, 1986
April 1, 1991
January 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Plan Purposes and Objectives . . . . . . . . . . . . . . . . . .1
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
1. Actuarial Value. . . . . . . . . . . . . . . . . . .1
2. Administrator. . . . . . . . . . . . . . . . . . . .1
3. Beneficial Owner . . . . . . . . . . . . . . . . . .2
4. Board. . . . . . . . . . . . . . . . . . . . . . . .2
5. Change in Control. . . . . . . . . . . . . . . . . .2
6. Committee. . . . . . . . . . . . . . . . . . . . . .3
7. Company. . . . . . . . . . . . . . . . . . . . . . .3
8. Early Retirement Date. . . . . . . . . . . . . . . .3
9. Executive Officers . . . . . . . . . . . . . . . . .3
10. Final Average Total Compensation . . . . . . . . . .3
11. Incentive Compensation . . . . . . . . . . . . . . .4
12. Incentive Plan . . . . . . . . . . . . . . . . . . .4
13. Incentive Share Awards . . . . . . . . . . . . . . .4
14. Major Transaction. . . . . . . . . . . . . . . . . .4
15. New England Electric System. . . . . . . . . . . . .5
16. Participant. . . . . . . . . . . . . . . . . . . . .5
17. Person . . . . . . . . . . . . . . . . . . . . . . .6
18. Qualified Compensation . . . . . . . . . . . . . . .7
19. Qualified Plan . . . . . . . . . . . . . . . . . . .7
20. Qualified Plan Benefit . . . . . . . . . . . . . . .7
21. Retirement . . . . . . . . . . . . . . . . . . . . .7
22. Retirement Income. . . . . . . . . . . . . . . . . .7
23. Spouse . . . . . . . . . . . . . . . . . . . . . . .7
24. Termination of Employment. . . . . . . . . . . . . .7
25. Total Compensation . . . . . . . . . . . . . . . . .7
26. Years of Service . . . . . . . . . . . . . . . . . .8
Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8
1. Retirement Benefit . . . . . . . . . . . . . . . . .8
2. Form of Payment. . . . . . . . . . . . . . . . . . .9
3. Spouse's Death Benefit . . . . . . . . . . . . . . 10
Timing of Payments . . . . . . . . . . . . . . . . . . . . . . 10
Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10
Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Administration and Claims. . . . . . . . . . . . . . . . . . . 12
Government Regulations . . . . . . . . . . . . . . . . . . . . 13
Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 13
<PAGE>
Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 13
Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 14
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 14
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
Executive Supplemental Retirement Plan
---------------------------------------
Plan Purposes and Objectives
- ----------------------------
The Supplemental Plan is maintained by the Companies
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees
within the meaning of Title I of the Employee Retirement Income
Security Act.
The objectives of the Executive Supplemental Retirement Plan
(the Supplemental Plan ) are as follows:
1. to increase the overall effectiveness of the executive
compensation program so as to attract, retain, and
motivate qualified management personnel;
2. to provide retirement benefits related to Total
Compensation; and
3. to soften the financial impact of early retirement for
selected executives.
Definitions
- -----------
When used in the Supplemental Plan, the following words will
have the meaning indicated below:
<PAGE>
1. Actuarial Value will be established using the most
recent assumptions established by the Benefits
Committee for the Qualified Plan.
2. Administrator means the Benefits Committee for the
Qualified Plan.
3. Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of 1934.
4. Board means the Board of Directors of New England
Electric System.
5. Change in Control occurs when the conditions set forth
in either of the following paragraphs shall have been
satisfied:
(a) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of New
England Electric System (not including in the
securities beneficially owned by such Person any
securities acquired directly from New England
Electric System or its affiliates) representing
20% or more of the combined voting power of New
England Electric System's then outstanding
securities; or
(b) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such period
constitute the Board and any new director (other
<PAGE>
than a director designated by a Person who has entered into an
agreement with New England Electric System to effect a
transaction described in clause (a) of this paragraph) whose
election by the Board or nomination for election by New England
Electric System's shareholders was approved or recommended by a
vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved or
recommended, cease for any reason to constitute a majority of the
Board.
6. Committee means the Compensation Committee of the
Board of Directors of New England Electric System.
7. Company means the subsidiary of New England Electric
System by which the Participant is employed on the
date on which he has a termination of employment.
8. Early Retirement Date shall have the meaning provided
in the Qualified Plan.
9. Executive Officers means the Chairman, any Vice
Chairman, the President, any Vice President, the
Treasurer, and the Secretary of the New England
Electric System.
10. Final Average Total Compensation means the highest
average of the Participant's twelve-month Total
Compensation during any consecutive sixty-month period
of employment (or during total employment if less than
<PAGE>
sixty months) within the last 120 months of employment ending
with the last day of the month next preceding a given date of
determination.
11. Incentive Compensation shall have the meaning provided
in the Incentive Plan.
12. Incentive Plan means the New England Electric
Companies' Incentive Compensation Plan.
13. Incentive Share Awards shall mean annual incentive
share awards under the New England Electric Companies'
Incentive Share Plan.
14. A Major Transaction shall be deemed to have occurred
if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(a) the shareholders of New England Electric System
approve a merger or consolidation with any
corporation or business trust, other than (i) a
merger or consolidation which would result in the
individuals who prior to such merger or
consolidation constitute the Board constituting
at least two-thirds of the board of directors of
New England Electric System or the surviving or
succeeding entity immediately after such merger
or consolidation, or (ii) a merger or
consolidation effected to implement a
recapitalization (or similar trasaction) in which
<PAGE>
no Person acquires more than 20% of the combined
voting power of New England Electric System's
then outstanding securities;
(b) the shareholders of New England Electric System
approve a plan of complete liquidation thereof;
or
(c) the shareholder of New England Electric System
approve an agreement for the sale or disposition
of all or substantially all of New England
Electric System's assets, other than a sale or
disposition which would result in the individuals
who prior to such sale or disposition constitute
the Board constituting at least two-thirds of the
board of directors of the Person purchasing such
assets immediately after such sale or
disposition.
15. New England Electric System means the trustee or
trustees for the time being (as trustee or trustees
but not personally) under an agreement and declaration
of trust dated January 2, 1926, as amended, which is
hereby referred to, and a copy of which as amended has
been filed with the Secretary of The Commonwealth of
Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on
behalf of New England Electric System binds only its
<PAGE>
trust estate, and no shareholder, director, trustee,
officer, or agent thereof assumes or shall be held to
any liability therefor.
16. Participant means
a. Executive Officers;
b. Other participants in the Incentive Plan; and
c. Other employees of the New England Electric
Companies who are in a position to make a
significant contribution to the longer term
financial objectives of the NEES system and who
are approved by the Committee.
17. Person shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not
include (i) New England Electric System or any
subsidiary thereof, (ii) a trustee or other fiduciary
holding securities under an employee benefit plan of
New England Electric System or any subsidiary thereof,
(iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the
shareholders of New England Electric System in
substantially the same proportions as their ownership
of shares of New England Electric System.
<PAGE>
18. Qualified Compensation means compensation as defined
in the Qualified Plan.
19. Qualified Plan means New England Electric System
Companies' Final Average Pay Pension Plan I.
20. Qualified Plan Benefit means the annual benefit
payable at Retirement on a straight life annuity basis
under the terms of the Qualified Plan without regard
to any qualified domestic relations order that would
otherwise affect the amount of said benefit.
21. Retirement means the date on which retirement benefits
under the Qualified Plan commence.
22. Retirement Income means the monthly benefit for which
a Participant is eligible under the Supplemental Plan.
23. Spouse shall have the meaning provided in the
Qualified Plan.
24. Termination of Employment shall occur when the
Participant is no longer employed by a Company
participating in the Supplemental Plan.
25. Total Compensation means Qualified Compensation,
except Incentive Compensation and Incentive Share
Awards shall be included in the same twelve-month
period for which they are awarded, plus any
compensation deferred during the same twelve-month
period under the terms of the New England Electric
<PAGE>
System Companies Deferred Compensation Plan and any
Incentive Share Awards deferred during the same
twelve-month period to the extent not included in
Qualified Compensation.
26. Years of Service shall have the meaning provided in
the Qualified Plan.
Plan Benefits
- -------------
1. Retirement Benefit
------------------
A Participant shall be entitled to receive for retirements
on or after April 1, 1991, an annual retirement benefit equal to
(a) plus (b) plus (c) plus (d) plus (e) less (f) less (g) below:
(a) 1.5% of Final Average Total Compensation for each Year
of Service up to 10 years;
(b) 1.3% of Final Average Total Compensation for each Year
of Service from 11 to 20 years;
(c) 1.25% of Final Average Total Compensation for each
Year of Service from 21 to 30 years;
(d) .6% of Final Average Total Compensation for each Year
of Service over 30 years;
(e) .57% of Final Average Total Compensation in excess of
the Average Social Security Wage Base for each Year of
Service, up to 35 years;
<PAGE>
(f) any benefit payable on a straight life annuity basis
which was accrued, under a plan maintained by an
employer other than a New England Electric System
company, for service granted pursuant to the
additional service credits provision of the Qualified
Plan; and
(g) the Qualified Plan Benefit.
All of the above amounts are to be determined as at the
Participant's Termination of Employment.
2. Form of Payment
---------------
Retirement Income shall be payable in the normal form as
follows:
(a) If a Participant has a Spouse, the normal form of
payment shall be a contingent annuitant option with
the Spouse, as contingent annuitant, entitled to
receive 50% of the Participant's reduced amount of
Retirement Income.
(b) If a Participant does not have a Spouse, the normal
form of payment shall be a straight life annuity with
no amount of Retirement Income payable after the
Former Participant's death.
If a Participant elects an optional form of payment under
the Qualified Plan, the same option and actuarial equivalent
<PAGE>
factors shall apply to Retirement Income payable under the
Supplemental Plan; provided, however, to the extent the form of
benefit was dictated by the terms of a qualified domestic
relations order, the form may be that which would have applied
(or any form that could have been elected) in the absence of said
order. In calculating the benefit payable under any option, the
same actuarial equivalent factors in the Qualified Plan shall be
used in the Supplemental Plan except that no reduction factors
for retirement prior to age 65 shall be applied against a
Participant's Retirement Income.
3. Spouse's Death Benefit
----------------------
The Spouse of a Participant vested under the Qualified Plan
who has not had a Termination of Employment is entitled to a
pre-retirement spouse benefit, if the Participant dies before
payment of benefits commence.
The Spouse will be entitled to receive an annual benefit
determined as follows:
(a) as if the Participant had retired and elected
Retirement Income payments to begin on the first day
of the month next following the later of the date of
death or Participant's fifty-fifth birthday, and
(b) the Retirement Income was payable in the form of a
contingent annuitant option with the Spouse, as
<PAGE>
contingent annuitant, entitled to receive 50% of the
Participant's amount of Retirement Income subject to
reduction for benefits payable hereunder under a
domestic relations order.
Timing of Payments
- -----------------
A Participant shall be eligible for benefits under the
Supplemental Plan when and if he is eligible for benefits under
the Qualified Plan, except as provided herein. Benefits shall
commence on the date on which the Participant or the Spouse first
receives benefits under the Qualified Plan.
Lump Sum Payments
- -----------------
Any provision of the Supplemental Plan to the contrary
notwithstanding, if (i) any company shall fail to make any
payment to any Participant when due under the Supplemental Plan
or (ii) the employer or company shall fail to make any payment to
any participant due under any of the New England Electric
Companies' Incentive Compensation Plan, the New England Electric
Companies Deferred Compensation Plan, or the New England Electric
System Companies Retirement Supplement Plan, the full amount of
the current Actuarial Value of his benefits under the
Supplemental Plan shall be payable immediately to each
<PAGE>
Participant as a lump-sum; provided, however, if any employer or
company shall, in good faith, contest a claim by a participant
under this Supplemental Plan or any of the other above-listed
plans, the failure to make the contested payment or payments
shall not, for the purpose of this paragraph, be a failure to
make a payment.
At any time following a Change in Control or Major
Transaction, any Participant who has had a Termination of
Employment, whether before or after the Change in Control or
Major Transaction, may elect to receive, in lieu of any future
benefits hereunder, a lump sum payment equal to the Actuarial
Value of the maximum value of said future benefits, less 10%.
If the Company does not make the aforesaid lump sum
payments, the New England Electric System will make the payment
for the account of the Company.
Vesting and Forfeiture of Benefits
- ----------------------------------
Except as provided in the following paragraph, a
Participant's accrued benefit shall be 100% vested after five
Years of Service.
A Participant will forfeit his benefits under the
Supplemental Plan if before the earlier of age 65 or five years
following termination of employment he, without the prior consent
of the New England Electric System's Chief Executive Officer (the
<PAGE>
"CEO"), enters into or in any manner takes part in, as an
employee, agent, officer, owner, or otherwise, any business or
authority which in the opinion of the CEO is in competition with,
in the same field as, or regulating the business of New England
Electric System or any of its subsidiaries, or which in the
opinion of the CEO provides services peculiarly essential to
utility operation. Violation of this provision will result in
termination of payments, and any obligations to make future
payments to the Participant and the Participant's Spouse.
A Participant may request to have the Committee review any
decision made by the CEO under this provision that adversely
affects the Participant. The Committee's decision shall be
final.
Upon the occurrence of a Change in Control or a Major
Transaction, the second paragraph of this section shall no longer
have any effect.
Administration and Claims
- -------------------------
The Administrator shall have for the Supplemental Plan the
same duties as for the Qualified Plan, except as specifically
provided herein. The Benefits Appeal Committee for the Qualified
Plan shall have for the Supplemental Plan the same duties
relative to denied claims as for the Qualified Plan, except as
may be specifically provided herein.
<PAGE>
Government Regulations
- ----------------------
It is intended that the Supplemental Plan will comply with
all applicable laws and governmental regulations, and the Company
shall not be obligated to perform an obligation hereunder in any
case where, in the opinion of the Company's counsel, such
performance would result in violation of any law or regulation.
Nonassignment
- -------------
To the fullest extent permitted by law, no benefit under the
Plan, nor any other interest hereunder of any Participant,
Spouse, or contingent annuitant, shall be assignable,
transferable, or subject to sale, mortgage, pledge,
hypothecation, commutation, anticipation, garnishment,
attachment, execution, or levy of any kind.
Provisions of Benefits
- ----------------------
The Supplemental Plan will be unfunded. Benefits will be
paid from the operating revenues of the Company. A Participant's
rights to benefits under the Supplemental Plan shall be those of
an unsecured, general creditor of the Company.
<PAGE>
Amendment or Discontinuance
- ---------------------------
The Committee may amend or discontinue the Supplemental Plan
at any time; provided, no modification shall reduce a benefit
which a Participant was eligible to receive under the
Supplemental Plan at the time of such amendment or
discontinuance; and provided further, no amendment or
discontinuance in any manner adverse to a Participant with
respect to benefit formula or optional form of payment may be
made for three years following a Change in Control or a Major
Transaction.
Effective Date
- --------------
The Plan, as amended, is to be effective for retirements on
and after January 1, 1995.
s/ George M. Sage
Chairman of the Compensation Committee
Pursuant to Votes of August 24, 1993,
November 22, 1994, and February 27, 1995
<PAGE>
EXHIBIT (10)(p)
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN I
Adopted - August 24, 1977
Amended - December 5, 1978
Amended - May 17, 1982
Amended - July 31, 1984
Amended - July 30, 1985
Amended - February 9, 1987
Amended - May 23, 1990
Amended - December 1, 1991
Amended - January 1, 1992
Amended - January 1, 1994
Amended - February 21, 1994
Amended - January 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
I. PURPOSE . . . . . .1
II. DEFINITIONS . . . .1
2.01 Base Compensation1
2.02 Beneficial Owner1
2.03 Board. . . . .1
2.04 Category A Participant1
2.05 Category B Participant2
2.06 Change in Control2
2.07 Committee. . .4
2.08 Continuing Directors5
2.09 Corporate Targets5
2.10 Fund . . . . .5
2.11 Incentive Compensation5
2.12 Low Return Target5
2.13 A Major Transaction6
2.14 Management Committee7
2.15 New England Electric System7
2.16 Participant. .7
2.17 Person . . . .8
2.18 Plan Year. . .8
2.19 Senior Incentive Compensation Plan8
III. ADMINISTRATION. . .8
3.01 Administration and Interpretation.8
3.02 Amendment and Termination.8
3.03 Salary Approvals.9
3.04 No Segregation of Assets; No Assignment.9
3.05 Accounting.. 10
IV. PARTICIPATION . . 10
4.01 Selection. . 10
4.02 Notification.10
4.03 Goals. . . . 10
V. PARTICIPANTS' COMPENSATION10
5.01 Base Compensation and Incentive Compensation.10
VI. BASE COMPENSATION 11
6.01 Determination.11
<PAGE>
VII. INCENTIVE COMPENSATION. . . . . . . 11
7.01 Incentive Compensation Amounts.11
7.02 Criteria for Determining Incentive
Compensation.12
7.03 Notification of Award.12
7.04 Cooperation of Others.12
VIII. INCENTIVE COMPENSATION FUND13
8.01 Calculation. 13
8.02 Scaling. . . 13
8.03 Minimum Performance Requirement.14
IX. PAYMENT UPON CHANGE OF CONTROL14
9.01 Change in Control.14
X. GENERAL PROVISIONS15
10.01 Other Benefit Plans.15
10.02 Termination of Participation;
Interplan Transfer.15
10.03 Future Employment.16
10.04 Headings.16
10.05 Gender and Number.16
10.06 Governing Law.16
10.07 Effective Date.16
SIGNATURES . . . . . . . . . . . 16
ii
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN I
I. PURPOSE
The purpose of the Incentive Compensation Plan I (the Plan)
is to achieve and maintain a high level of corporate performance
by making it possible for those selected executives whose efforts
and responsibilities have direct and major influence on corporate
earnings to earn significant compensation rewards in proportion
to (i) measured corporate performance and (ii) the individual
executive's contribution.
II. DEFINITIONS
2.01 Base Compensation means the compensation referred
to in Section 6.01 and includes all salary, whether received or
deferred.
2.02 Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Exchange Act.
2.03 Board means the Board of Directors of New England
Electric System.
<PAGE>
2.04 Category A Participant means those Participants
so designated by the Committee.
2.05 Category B Participant means all Participants not
designated Category A Participants.
2.06 Change in Control occurs when:
(a) Through March 15, 1995,
(i) any person, firm, corporation, organization, or
association of persons or organizations acting in
concert (excluding any qualified employee benefit
plan of the System) acquires more than 20% of the
outstanding Shares, whether in whole or in part,
by means of an offer made publicly to the holders
of all or substantially all of the outstanding
Shares to acquire Shares for cash, other
property, or a combination thereof or by any
other means, unless the transaction is consented
to by vote of a majority of the Continuing
Directors;
(ii) New England Electric System transfers all or a
substantial part of its assets to another person,
firm, corporation, organization, or association of
persons or organizations acting in concert
<PAGE>
(excluding a subsidiary controlled by New England
Electric System itself), unless the transaction is
consented to by vote of a majority of the
Continuing Directors;
(iii) New England Electric System consolidates or merges
with or into any person, firm, corporation,
organization, or association of persons or
organizations, unless the transaction is consented
to by vote of a majority of the Continuing
Directors; or
(iv) during any period of 24 consecutive months,
individuals who at the beginning of such 24-month
period were directors of New England Electric
System shall cease to constitute a majority of the
Board, unless (a) the remaining directors who were
directors at the beginning of such period and (b)
any other directors whose election was approved in
advance by directors representing a majority of the
directors then in office who were directors at the
beginning of such period constitute a majority of
the Board; and
<PAGE>
(b) After January 1, 1995, the conditions set forth in
either of the following paragraphs shall have been
satisfied:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of New
England Electric System (not including in the
securities beneficially owned by such Person
any securities acquired directly from New
England Electric System or its affiliates)
representing 20% or more of the combined
voting power of New England Electric System's
then outstanding securities; or
(ii) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such
period constitute the Board and any new
director (other than a director designated by
a Person who has entered into an agreement
with New England Electric System to effect a
transaction described in clause (i) of this
paragraph) whose election by the Board or
nomination for election by New England
Electric System's shareholders was approved or
recommended by a vote of at least two-thirds
of the directors then still in office who
<PAGE>
either were directors at the beginning of the
period or whose election or nomination for
election was previously so approved or
recommended, cease for any reason to
constitute a majority of the Board.
2.07 Committee means the Compensation Committee of the
Board.
2.08 Continuing Directors means, as of the date of
determination, any director who was a member of the Board on
January 1, 1990, or who was recommended for his initial term of
office by a majority of the Continuing Directors in office at the
time of such recommendation, but excludes any director who,
together with his affiliates, is the beneficial owner of 20% or
more of the outstanding Shares (excluding securities beneficially
owned by reason of being a trustee of any employee benefit plan
of the System).
2.09 Corporate Targets means the same return on common
equity targets and cents per kilowatthour targets found in
Article IV of the Senior Incentive Compensation Plan for the Plan
Year.
<PAGE>
2.10 Fund means the fund established each year as
provided in Section 8.01.
2.11 Incentive Compensation means the award made from
the Fund to each Participant in accordance with Section 7.01.
2.12 Low Return Target means the same low equity return
target provided in the Senior Incentive Compensation Plan for the
Plan Year.
2.13 A Major Transaction shall be deemed to have
occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(a) the shareholders of New England Electric System
approve a merger or consolidation with any
corporation or business trust, other than (i) a
merger or consolidation which would result in the
individuals who prior to such merger or
consolidation constitute the Board constituting at
least two-thirds of the board of directors of New
England Electric System or the surviving or
succeeding entity immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization (or
<PAGE>
similar trasaction) in which no Person acquires
more than 20% of the combined voting power of New
England Electric System's then outstanding
securities;
(b) the shareholders of New England Electric System
approve a plan of complete liquidation thereof; or
(c) the shareholder of New England Electric System
approve an agreement for the sale or disposition of
all or substantially all of New England Electric
System's assets, other than a sale or disposition
which would result in the individuals who prior to
such sale or disposition constitute the Board
constituting at least two-thirds of the board of
directors of the Person purchasing such assets
immediately after such sale or disposition.
2.14 Management Committee means the Chief Executive
Officer of New England Electric System and one or more other New
England Electric System officers as appointed by the Committee.
2.15 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
<PAGE>
Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent thereof assumes
or shall be held to any liability therefor.
2.16 Participant means an individual who has been
selected, in accordance with Section 4.01, or an equivalent prior
provision, to be a participant in the Plan.
2.17 Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not include (i)
New England Electric System or any subsidiary thereof, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of New England Electric System or any subsidiary
thereof, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of New England
Electric System in substantially the same proportions as their
ownership of shares of New England Electric System.
2.18 Plan Year means a calendar year.
<PAGE>
2.19 Senior Incentive Compensation Plan means New
England Electric Companies' Senior Incentive Compensation Plan,
as amended from time to time.
III. ADMINISTRATION
3.01 Administration and Interpretation. The Plan shall
be administered by the Committee, and interpretations of the Plan
by the Committee shall be final and binding on all parties.
3.02 Amendment and Termination. The Committee may amend
or terminate the Plan at any time; provided, however, that no
such action shall affect any right or obligation with respect to
any award of Incentive Compensation previously granted; and
provided, further, the provisions of Article IX and Sections 2.06
and 2.08 may not be amended without the written consent of any
Participant affected.
3.03 Salary Approvals. The Committee will approve all
salary changes for individual Participants. Where required, such
changes must also receive the approval of the board of directors
of a subsidiary company.
3.04 No Segregation of Assets; No Assignment. New
England Electric System is not required to set aside or segregate
<PAGE>
any assets of any kind to meet obligations under this Plan. A
Participant has no rights under this Plan to any specific assets
of New England Electric System. A Participant may not commute,
sell, assign, transfer, or otherwise convey the right to receive
any payments under this Plan, which payments and the right
thereto shall be, to the fullest extent permitted by law,
nonassignable and nontransferable, whether voluntarily or
involuntarily.
3.05 Accounting. The Manager of Internal Audits and the
Controller will be responsible to the Committee for accounting
matters directly affecting the Plan.
IV. PARTICIPATION
4.01 Selection. It is anticipated (but not binding)
that the Committee shall select, by December 1 of each year, the
Participants for the following year.
4.02 Notification. The Management Committee shall
notify those Participants who have been included in the Plan for
the following year and those who have been dropped from the Plan.
<PAGE>
4.03 Goals. Individual goals for each Participant will
be made each Plan Year. Participants will be advised of the
goals prior to the Plan Year for which they apply.
V. PARTICIPANTS' COMPENSATION
5.01 Base Compensation and Incentive Compensation. The
compensation for each Participant will consist of two parts:
Base Compensation and Incentive Compensation.
VI. BASE COMPENSATION
6.01 Determination. A Participant's performance will be
evaluated and his/her compensation, including any merit or
promotional increase, will be set in accordance with the New
England Electric Salary Management Program. A Participant's Base
Compensation may be set anywhere within the salary range.
VII. INCENTIVE COMPENSATION
7.01 Incentive Compensation Amounts. When the books are
closed at the end of a Plan Year and the amount of the Fund for
that year is determined in accordance with Article VIII, the
Management Committee will make recommendations to the Committee
for amounts of money from the Fund to be awarded to each
Participant. The Committee will act on the recommendations and
<PAGE>
the money will be distributed to the Participants based upon the
Committee's determination by the end of March following the Plan
Year.
7.02 Criteria for Determining Incentive Compensation.
Each Participant's award shall be governed, first, by the degree
of success achieved by the Participant in reaching his/her
individual goals established prior to the Plan Year. The money
remaining in the Fund will be allocated among all the
Participants based upon their total individual performances
during the Plan Year.
7.03 Notification of Award. The Management Committee
shall be responsible for seeing that each Participant is told the
basis for the amount of his/her Incentive Compensation.
7.04 Cooperation of Others. To achieve any of the
established goals will require the close cooperation of all the
Participants. If the Committee feel in any instance that lack of
such cooperation by others is making it difficult for a
Participant to achieve his/her individual goals, the dollars not
paid to this Participant will not be distributed to the other
members of the Plan. Otherwise, all money in the Fund will be
distributed.
<PAGE>
VIII. INCENTIVE COMPENSATION FUND
8.01 Calculation. The Fund for the Plan will be based
on the sum of the percentages for the Corporate Targets reached
multiplied by the sum of all Participants' Base Compensation,
namely:
Return on
Common Equity - Target A 17.5%
Return on
Common Equity - Target B 8%
Return on
Common Equity - Target C 17.5%
Return on
Common Equity - Target D 8%
Cents Per
Kilowatthour - Target A 10%
Cents Per
Kilowatthour - Target B 5%
8.02 Scaling. Results will be scaled using straight
line interpolation between the Return on Common Equity Targets A
and B and between Return on Common Equity Targets C and D. In
determining whether the Return on Common Equity Targets are met,
the Committee may enhance or curtail the actual return on equity
in response to extraordinary events or other factors relevant to
performance of New England Electric System companies.
<PAGE>
8.03 Minimum Performance Requirement. If the Low Return
Target is not achieved, there will be no Incentive Compensation
for the Plan Year.
IX. PAYMENT UPON CHANGE OF CONTROL
9.01 Change in Control. In the event of a Change in
Control or Major Transaction, each Participant will receive,
within 30 days, a cash payment equal to the average of the bonus
percentages for this Plan for the last three years prior to the
Change in Control or Major Transaction times the Participant's
annualized Base Compensation. If the Change in Control or Major
Transaction occurs prior to the determination and payment of the
Incentive Compensation for the prior Plan Year, the Participant
will also receive within 30 days a cash payment equal to said
percentage times the Participant's Base Compensation received in
the prior Plan Year; provided, however, if it is determined that
the Fund percentage calculated in accordance with Sections 8.01
and 8.02 for said prior Plan Year would have been greater, such
higher percentage will be used. No further benefits will be
payable from this Plan.
<PAGE>
X. GENERAL PROVISIONS
10.01 Other Benefit Plans. A Participant's Incentive
Compensation will not be used in determining the Participant's
benefits under any group insurance plan or any incentive program
other than New England Electric Companies' Incentive Share Plan.
10.02 Termination of Participation; Interplan Transfer.
If, for any reason, a Participant should cease to be actively
employed by a subsidiary of New England Electric System prior to
July 1 of a Plan Year, that person will not be deemed a
Participant for that year unless the Management Committee
determines there are extraordinary circumstances which justify
inclusion. A Participant who ceases to be so actively employed
during the last six months of a Plan Year will be deemed a
Participant for that year on a proportional basis. The
Management Committee will also determine the extent, if any, of
participation by the person replacing a Participant. If a
Participant becomes a participant in another incentive
compensation plan during the Plan Year, the Participant will be
deemed to be a Participant for that year on a proportional basis
in each of the Plans, respectively.
<PAGE>
10.03 Future Employment. Neither the Plan nor the making
of awards hereunder shall be construed to create any obligation
to continue the Plan or to give any present or future employee
any right to continued employment.
10.04 Headings. The headings of articles and sections of
the Plan are for convenience of reference only.
10.05 Gender and Number. Unless the context requires
otherwise, the singular shall include the plural; the masculine
gender shall include the feminine; and such words as "herein",
"hereinafter", "hereof", and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivisions in which
such words appear.
10.06 Governing Law. Except as otherwise required by
law, the Plan and all matters arising thereunder shall be
governed by the laws of The Commonwealth of Massachusetts.
10.07 Effective Date. This Amendment shall be effective
January 1, 1995.
______________________________________________
Pursuant to Vote dated November 22, 1994, of
the Compensation Committee
<PAGE>
EXHIBIT(10)(q)
NEW ENGLAND ELECTRIC COMPANIES'
SENIOR INCENTIVE COMPENSATION PLAN
Adopted - March 14, 1988
Amended - May 23, 1990
Amended - November 26, 1991
Amended - January 1, 1993
Amended - January 1, 1994
Amended - January 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
I. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . .1
II. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . .1
2.01 Base Compensation. . . . . . . . . . . . . . .1
2.02 Beneficial Owner . . . . . . . . . . . . . . .1
2.03 Board. . . . . . . . . . . . . . . . . . . . .1
2.04 Bonus Award. . . . . . . . . . . . . . . . . .1
2.05 Change in Control. . . . . . . . . . . . . . .1
2.06 Committee. . . . . . . . . . . . . . . . . . .4
2.07 Continuing Directors . . . . . . . . . . . . .4
2.08 Duff and Phelps Universe . . . . . . . . . . .5
2.09 Low Equity Return Target . . . . . . . . . . .5
2.10 A Major Transaction. . . . . . . . . . . . . .5
2.11 New England Electric System. . . . . . . . . .6
2.12 New England/New York Regional Universe . . . .7
2.13 New England Utilities. . . . . . . . . . . . .7
2.14 Participant. . . . . . . . . . . . . . . . . .7
2.15 Person . . . . . . . . . . . . . . . . . . . .7
2.16 Plan Year. . . . . . . . . . . . . . . . . . .8
2.17 System . . . . . . . . . . . . . . . . . . . .8
III. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . .8
3.01 Administration and Interpretation. . . . . . .8
3.02 Amendment or Termination.. . . . . . . . . . .8
3.03 No Segregation of Assets; No Assignment. . . .8
IV. CORPORATE TARGETS. . . . . . . . . . . . . . . . . . . .9
4.01 Targets. . . . . . . . . . . . . . . . . . . .9
4.02 Cents per Kilowatthour.. . . . . . . . . . . 10
4.03 Determination of Target Achievement. . . . . 10
V. BONUS AWARD. . . . . . . . . . . . . . . . . . . . . . 11
5.01 Components . . . . . . . . . . . . . . . . . 11
5.02 Return on Equity Targets.. . . . . . . . . . 11
5.03 Cents Per Kilowatthour Award . . . . . . . . 11
5.04 Minimum Performance Requirement. . . . . . . 12
5.05 Distribution Date. . . . . . . . . . . . . . 12
VI. BASE COMPENSATION. . . . . . . . . . . . . . . . . . . 12
6.01 Performance Evaluation . . . . . . . . . . . 12
<PAGE>
VII. PAYMENT UPON CHANGE OF CONTROL . . . . . . . . . . . . 13
7.01 Change in Control. . . . . . . . . . . . . . 13
VIII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . 13
8.01 Other Benefit Plans. . . . . . . . . . . . . 14
8.02 Rate Making. . . . . . . . . . . . . . . . . 14
8.03 Future Employment. . . . . . . . . . . . . . 14
8.04 Headings . . . . . . . . . . . . . . . . . . 14
8.05 Gender and Number. . . . . . . . . . . . . . 14
8.06 Governing Law. . . . . . . . . . . . . . . . 14
8.07 Effective Date.. . . . . . . . . . . . . . . 15
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ii
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
SENIOR INCENTIVE COMPENSATION PLAN
I. PURPOSE
The Senior Incentive Compensation Plan (the Plan) is intended
to achieve and maintain a high level of corporate performance
reflecting both ratepayer and shareholder interests by linking a
significant component of compensation to earnings and rates as
measured against an electric utility marketplace environment.
II. DEFINITIONS
2.01 Base Compensation means the compensation referred to
in Section 6.01 and includes all salary, whether received or
deferred.
2.02 Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Securities Exchange Act of 1934.
2.03 Board means the Board of Directors of New England
Electric System.
2.04 Bonus Award means the compensation referred to in
Article V.
<PAGE>
2.05 Change in Control occurs when:
(a) Through March 15, 1995:
(i) any person, firm, corporation, organization, or
association of persons or organizations acting in
concert (excluding any qualified employee benefit
plan of the System) acquires more than 20% of the
outstanding Shares, whether in whole or in part,
by means of an offer made publicly to the holders
of all, or substantially all, of the outstanding
Shares to acquire Shares for cash, other property,
or a combination thereof or by any other means,
unless the transaction is consented to by vote of
a majority of the Continuing Directors;
(ii) New England Electric System transfers all or a
substantial part of its assets to another person,
firm, corporation, organization, or association of
persons or organizations acting in concert
(excluding a subsidiary controlled by New England
Electric System itself), unless the transaction
is consented to by vote of a majority of the
Continuing Directors;
<PAGE>
(iii) New England Electric System consolidates or merges
with or into any person, firm, corporation,
organization, or association of persons or
organizations, unless the transaction is consented
to by vote of a majority of the Continuing
Directors; or
(iv) during any period of 24 consecutive months,
individuals who at the beginning of such 24-month
period were directors of New England Electric
System shall cease to constitute a majority of the
Board, unless (a) the remaining directors who were
directors at the beginning of such period, and (b)
any other directors whose election was approved in
advance by directors representing a majority of
the directors then in office who were directors at
the beginning of such period constitute a majority
of the Board; and
(b) Awarded after January 1, 1995, the conditions set forth
in either of the following paragraphs shall have been
satisfied:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of New
<PAGE>
England Electric System (not including in the
securities beneficially owned by such Person any
securities acquired directly from New England
Electric System or its affiliates) representing
20% or more of the combined voting power of New
England Electric System's then outstanding
securities; or
(ii) during any period of not more than two consecutive
years on or after January 1, 1995, individuals who
at the beginning of such period constitute the
Board and any new director (other than a director
designated by a Person who has entered into an
agreement with New England Electric System to
effect a transaction described in clause (i) of
this paragraph) whose election by the Board or
nomination for election by New England Electric
System's shareholders was approved or recommended
by a vote of at least two-thirds of the directors
then still in office who either were directors at
the beginning of the period or whose election or
nomination for election was previously so approved
or recommended cease for any reason to constitute
a majority of the Board.
2.06 Committee means the Compensation Committee of the Board.
<PAGE>
2.07 Continuing Directors means, as of the date of
determination, any director who was a member of the Board on
January 1, 1990, or who was recommended for his initial term of
office by a majority of the Continuing Directors in office at the
time of such recommendation, but excludes any director who,
together with his affiliates, is the beneficial owner of 20% or
more of the outstanding Shares (excluding securities beneficially
owned by reason of being a trustee of any employee benefit plan
of the System).
2.08 Duff and Phelps Universe means the Duff and Phelps Inc.,
Utility Investment Research Services electric utility universe or
some other electric utility rating service universe as designated
by the Committee.
2.09 Low Equity Return Target means achievement of both (i)
either Target B or Target D and (ii) net income after bonuses
otherwise payable exceeding dividends declared for the Plan Year.
2.10 A Major Transaction shall be deemed to have occurred if
the conditions set forth in any one of the following paragraphs
shall have been satisfied:
(a) the shareholders of New England Electric System approve
a merger or consolidation with any corporation or
<PAGE>
business trust, other than (i) a merger or consolidation
which would result in the individuals who prior to such
merger or consolidation constitute the Board
constituting at least two-thirds of the board of
directors of New England Electric System or the
surviving or succeeding entity immediately after such
merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization
(or similar trasaction) in which no Person acquires more
than 20% of the combined voting power of New England
Electric System's then outstanding securities;
(b) the shareholders of New England Electric System approve
a plan of complete liquidation thereof; or
(c) the shareholder of New England Electric System approve
an agreement for the sale or disposition of all or
substantially all of New England Electric System's
assets, other than a sale or disposition which would
result in the individuals who prior to such sale or
disposition constitute the Board constituting at least
two-thirds of the board of directors of the Person
purchasing such assets immediately after such sale or
disposition.
2.11 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
<PAGE>
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent thereof assumes
or shall be held to any liability therefor.
2.12 New England/New York Regional Universe means the
utilities listed in Appendix A hereto.
2.13 New England Utilities means the utilities listed in
Appendix B hereto.
2.14 Participant means the Chairman and the President of New
England Electric System, if they are employees of a System
company, and such other individuals as the Board may select.
2.15 Person shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof; however, a Person shall not include (i) New
England Electric System or any subsidiary thereof, (ii) a trustee
or other fiduciary holding securities under an employee benefit
plan of New England Electric System or any subsidiary thereof,
(iii) an underwriter temporarily holding securities pursuant to
<PAGE>
an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the shareholders of New England
Electric System in substantially the same proportions as their
ownership of shares of New England Electric System.
2.16 Plan Year means a calendar year.
2.17 System means the New England Electric System holding
company system.
III. ADMINISTRATION
3.01 Administration and Interpretation. The Plan shall be
administered by the Committee, and interpretations of the Plan by
the Committee shall be final and binding on all parties.
3.02 Amendment or Termination. The Board may amend or
terminate the Plan at any time; provided, however, that no such
action shall affect any right or obligation with respect to any
Bonus Award previously granted; and provided, further, the
provisions of Article VII and Sections 2.05 and 2.07 may not be
amended without the written consent of any Participant affected.
3.03 No Segregation of Assets; No Assignment. New England
Electric System is not required to set aside or segregate any
<PAGE>
assets of any kind to meet obligations under this Plan. A
Participant has no rights under this Plan to any specific assets
of New England Electric System. A Participant may not commute,
sell, assign, transfer, or otherwise convey the right to receive
any payments under this Plan, which payments and the right
thereto shall be, to the fullest extent permitted by law,
nonassignable and nontransferable, whether voluntarily or
involuntarily.
IV. CORPORATE TARGETS
4.01 Targets. The corporate targets for providing a
favorable return on common equity shall be:
Target A - New England Electric System's return on common
equity being at or above the 75th percentile of all electric
utilities listed in the Duff and Phelps Universe.
Target B - New England Electric System's return on common
equity being at or above the 50th percentile of all electric
utilities listed in the Duff and Phelps Universe.
Target C - New England Electric System's return on common
equity being at or above the 75th percentile of electric
utilities listed in the New England/New York Regional Universe.
<PAGE>
Target D - New England Electric System's return on common
equity being at or above the 50th percentile of all electric
utilities listed in the New England/New York Regional Universe.
4.02 Cents per Kilowatthour. The corporate targets for
providing low cost electricity, expressed in cents per
kilowatthour, shall be:
Target A - New England Electric System's cents per
kilowatthour being ranked first or second among New England
Utilities; or
Target B - New England Electric System's cents per
kilowatthour being at or above the 66th percentile for cents per
kilowatthour among New England Utilities.
4.03 Determination of Target Achievement. The determination
as to whether or not corporate targets have been achieved shall
be based upon twelve month data which ends on a quarter and which
is available to the company when the determination is made in
February following the Plan Year to which the award applies. New
England Electric System's actual return on common equity for the
Plan Year for which the award applies shall be used in
determining whether the return on common equity target has been
reached, whether or not available in February.
<PAGE>
V. BONUS AWARD
5.01 Components. The Bonus Award has two components: a
return on common equity award and a cents per kilowatthour award.
5.02 Return on Equity Targets. The return on equity award
will be based on the sum of the percentages for the targets
reached multiplied by the Participant's Base Compensation for the
Plan Year in respect of which the award is made, namely:
Target A 17.5%
Target B 12%
Target C 17.5%
Target D 12%
Results will be scaled using straight line interpolation between
the return on common equity Targets A and B and between return on
common equity Targets C and D. In determining whether the return
on common equity targets are met, the Board may enhance or
curtail the actual return on equity in response to extraordinary
events or other factors relevant to performance of New England
Electric System companies.
<PAGE>
5.03 Cents Per Kilowatthour Award. The cents per
kilowatthour award will be based on the percentage for the target
reached multiplied by the Participant's Base Compensation for the
Plan year in respect of which the award is made, namely:
Target A = 15%
Target B = 7.5%
Results will not be scaled between targets for the cents per
kilowatthour award. If the lower target is not achieved, there
will be no cents per kilowatthour award for the Plan Year.
5.04 Minimum Performance Requirement. If the Low Equity
Return Target is not achieved, there will be no Bonus Award for
the Plan year.
5.05 Distribution Date. The Bonus Award shall be distributed
to the Participants by the March 15 following the Plan Year.
VI. BASE COMPENSATION
6.01 Performance Evaluation. A Participant's performance
will be evaluated and his/her compensation, including any merit
or promotional increase, will be set by the Board in accordance
<PAGE>
with the New England Electric Salary Management Program. A
Participant's Base Compensation may be set anywhere within
his/her salary range.
VII. PAYMENT UPON CHANGE OF CONTROL
7.01 Change in Control. In the event of a Change in Control
or a Major Transaction, each Participant will receive, within 30
days, a cash payment equal to the average of the bonus
percentages for this Plan for the last three years for this Plan
prior to the Change in Control or Major Transaction times the
Participant's annualized Base Compensation. If the Change in
Control or Major Transaction occurs prior to the determination
and payment of the Bonus Award for the prior Plan Year, the
Participant will also receive within 30 days a cash payment equal
to said percentage times the Participant's Base Compensation
received in the prior Plan Year; provided, however, if it is
determined that the sum of the percentages calculated in
accordance with Sections 5.02 and 5.03 for said prior Plan Year
would have been greater, such higher percentage will be used. No
further benefits will be payable from this Plan.
VIII. GENERAL PROVISIONS
8.01 Other Benefit Plans. Bonus Awards will not be used in
determining a Participant's benefit under any group insurance
<PAGE>
plan or any other incentive program, other than New England
Electric Companies' Incentive Share Plan.
8.02 Rate Making. Bonus Awards shall not be included for
rate-making purposes.
8.03 Future Employment. Neither the Plan nor the making of
awards hereunder shall be construed to create any obligation to
continue the Plan or to give any present or future employee any
right to continued employment.
8.04 Headings. The headings of articles and sections of the
Plan are for convenience of reference only.
8.05 Gender and Number. Unless the context requires
otherwise, the singular shall include the plural; the masculine
gender shall include the feminine; and such words as "herein,"
"hereinafter," "hereof," and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivisions in which
such words appear.
8.06 Governing Law. Except as otherwise required by law, the
Plan and all matters arising thereunder shall be governed by the
laws of The Commonwealth of Massachusetts.
<PAGE>
8.07 Effective Date. This Amendment shall be effective
January 1, 1995.
Date:
s/ George M. Sage
________________________________
Chairman Compensation Committee
Pursuant to Vote of February 28,
1995 of the Board of Directors
<PAGE>
Appendix A
NEW ENGLAND/NEW YORK UTILITIES
(to be used in measuring the
return on common equity target)
Boston Edison Company
Central Hudson Gas & Electric Corporation
Central Maine Power Company
Central Vermont Public Service Company
Commonwealth Energy (Holding Company System)
Consolidated Edison Company of New York, Inc.
Eastern Utilities Associates (Holding Company System)
Long Island Lighting Company
New England Electric System (Holding Company System)
New York State Electric & Gas Corporation
Niagara Mohawk Power Corporation
Northeast Utilities (Holding Company System)
Orange & Rockland Utilities, Inc.
Rochester Gas & Electric Corporation
United Illuminating Company
<PAGE>
Appendix B
NEW ENGLAND UTILITIES
(to be used in measuring the cents
per kilowatthour target)
Boston Edison Company
Central Maine Power Company
Central Vermont Public Service Company
Commonwealth Energy (Holding Company System)
Eastern Utilities Associates (Holding Company System)
Municipal Composite (weighted average)
New England Electric System (Holding Company System)
Northeast Utilities (Holding Company System)
Public Service Company of New Hampshire
The United Illuminating Company
<PAGE>
EXHIBIT (10)(r)
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN II
Adopted - July 12, 1982
Amended - December 18, 1984
Amended - November 20, 1985
Amended - December 1, 1986
Amended - May 23, 1990
Amended - December 1, 1991
Amended - September 1, 1992
Amended - January 1, 1994
Amended - March 1, 1994
Amended - January 1, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . 1
II. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
2.01 Base Compensation. . . . . . . . . . . . . . . 1
2.02 Beneficial Owner . . . . . . . . . . . . . . . 1
2.03 Board. . . . . . . . . . . . . . . . . . . . . 1
2.04 Change in Control. . . . . . . . . . . . . . . 1
2.05 Continuing Directors . . . . . . . . . . . . . 4
2.06 Corporate Targets. . . . . . . . . . . . . . . 5
2.07 Fund . . . . . . . . . . . . . . . . . . . . . 5
2.08 Incentive Compensation . . . . . . . . . . . . 5
2.09 Low Return Target. . . . . . . . . . . . . . . 5
2.10 A Major Transaction. . . . . . . . . . . . . . 5
2.11 Management Committee . . . . . . . . . . . . . 7
2.12 New England Electric System. . . . . . . . . . 7
2.13 Participant. . . . . . . . . . . . . . . . . . 7
2.14 Person . . . . . . . . . . . . . . . . . . . . 7
2.15 Plan Year. . . . . . . . . . . . . . . . . . . 8
2.16 Senior Incentive Compensation Plan . . . . . . 8
III. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . 8
3.01 Administration and Interpretation. . . . . . . 8
3.02 Amendment and Termination. . . . . . . . . . . 8
3.03 No Segregation of Assets; No Assignment. . . . 9
3.04 Participant List.. . . . . . . . . . . . . . . 9
3.05 Accounting.. . . . . . . . . . . . . . . . . . 9
IV. PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . 9
4.01 Selection. . . . . . . . . . . . . . . . . . . 9
4.02 Notification.. . . . . . . . . . . . . . . . . 9
4.03 Goals. . . . . . . . . . . . . . . . . . . . .10
V. PARTICIPANTS' COMPENSATION. . . . . . . . . . . . . . . .10
5.01 Base Compensation and Incentive Compensation..10
VI. BASE COMPENSATION . . . . . . . . . . . . . . . . . . . .10
6.01 Determination. . . . . . . . . . . . . . . . .10
<PAGE>
VII. INCENTIVE COMPENSATION. . . . . . . . . . . . . . . . . .11
7.01 Incentive Compensation Amounts.. . . . . . . .11
7.02 Criteria for Determining Incentive
Compensation.. . . . . . . . . . . . . . . . .11
7.03 Notification of Award. . . . . . . . . . . . .11
7.04 Cooperation of Others. . . . . . . . . . . . .11
VIII. INCENTIVE COMPENSATION FUND . . . . . . . . . . . . . .12
8.01 Calculation. . . . . . . . . . . . . . . . . .12
8.02 Scaling. . . . . . . . . . . . . . . . . . . .12
8.03 Minimum Performance Requirement. . . . . . . .13
IX. PAYMENT UPON CHANGE OF CONTROL. . . . . . . . . . . . . .13
9.01 Change of Control. . . . . . . . . . . . . . .13
X. GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .14
10.01 Other Benefit Plans. . . . . . . . . . . . . .14
10.02 Termination of Participation;
Interplan Transfer.. . . . . . . . . . . . . .14
10.03 Future Employment. . . . . . . . . . . . . . .14
10.04 Headings.. . . . . . . . . . . . . . . . . . .15
10.05 Gender and Number. . . . . . . . . . . . . . .15
10.06 Governing Law. . . . . . . . . . . . . . . . .15
10.07 Effective Date.. . . . . . . . . . . . . . . .15
SIGNATURE
ii
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN II
I. PURPOSE
The purpose of this Incentive Compensation Plan II (the
Plan) is to achieve and maintain a high level of corporate
performance by making it possible for those selected executives
whose efforts and responsibilities have direct and major
influence on corporate earnings to earn significant compensation
rewards in proportion, first, to measured corporate performance
and, second, to the individual executive's contribution.
II. DEFINITIONS
2.01 Base Compensation means the compensation referred to
in Section 6.01.
2.02 Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Exchange Act.
2.03 Board means the Board of Directors of New England
Electric System.
2.04 Change in Control occurs when:
<PAGE>
(a) Through March 15, 1995:
(i) any person, firm, corporation, organization,
or association of persons or organizations
acting in concert (excluding any qualified
employee benefit plan of the System) acquires
more than 20% of the outstanding Shares,
whether in whole or in part, by means of an
offer made publicly to the holders of all or
substantially all of the outstanding Shares
to acquire Shares for cash, other property,
or a combination thereof or by any other
means, unless the transaction is consented to
by vote of a majority of the Continuing
Directors;
(ii) New England Electric System transfers all or
a substantial part of its assets to another
person, firm, corporation, organization, or
association of persons or organizations
acting in concert (excluding a subsidiary
controlled by New England Electric System
itself), unless the transaction is consented
to by vote of a majority of the Continuing
Directors;
<PAGE>
(iii) New England Electric System consolidates or
merges with or into any person, firm,
corporation, organization, or association of
persons or organizations, unless the
transaction is consented to by vote of a
majority of the Continuing Directors; or
(iv) during any period of 24 consecutive months,
individuals who at the beginning of such
24-month period were directors of New England
Electric System shall cease to constitute a
majority of the Board, unless (a) the
remaining directors who were directors at the
beginning of such period, and (b) any other
directors whose election was approved in
advance by directors representing a majority
of the directors then in office who were
directors at the beginning of such period
constitute a majority of the Board; and
(b) After January 1, 1995, the conditions set forth in
either of the following paragraphs shall have been satisfied:
(i) any Person is or becomes the Beneficial
Owner, directly or indirectly, of securities
<PAGE>
of New England Electric System (not including
in the securities beneficially owned by such
Person any securities acquired directly from
New England Electric System or its
affiliates) representing 20% or more of the
combined voting power of New England Electric
System's then outstanding securities; or
(ii) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such
period constitute the Board and any new
director (other than a director designated by
a Person who has entered into an agreement
with New England Electric System to effect a
transaction described in clause (i) of this
paragraph) whose election by the Board or
nomination for election by New England
Electric System's shareholders was approved
or recommended by a vote of at least two-
thirds of the directors then still in office
who either were directors at the beginning of
the period or whose election or nomination
for election was previously so approved or
recommended, cease for any reason to
constitute a majority of the Board.
<PAGE>
2.05 Continuing Directors means, as of the date of
determination, any director who was a member of the Board on
January 1, 1990, or who was recommended for his initial term of
office by a majority of the Continuing Directors in office at
the time of such recommendation, but excludes any director who,
together with his affiliates, is the beneficial owner of 20% or
more of the outstanding Shares (excluding securities
beneficially owned by reason of being a trustee of any employee
benefit plan of the System).
2.06 Corporate Targets means the same return on common
equity targets and cents per kilowatthour targets found in
Article IV of the Senior Incentive Compensation Plan for the
Plan Year.
2.07 Fund means the fund established each year as
provided in Section 8.01.
2.08 Incentive Compensation means the award made from the
Fund to each Participant in accordance with Section 7.01.
2.09 Low Return Target means the same low equity return
target provided in the Senior Incentive Compenstion Plan for the
Plan Year.
<PAGE>
2.10 A Major Transaction shall be deemed to have occurred
if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(a) the shareholders of New England Electric System
approve a merger or consolidation with any
corporation or business trust, other than (i) a
merger or consolidation which would result in the
individuals who prior to such merger or
consolidation constitute the Board constituting at
least two-thirds of the board of directors of New
England Electric System or the surviving or
succeeding entity immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization (or similar
trasaction) in which no Person acquires more than
20% of the combined voting power of New England
Electric System's then outstanding securities;
(b) the shareholders of New England Electric System
approve a plan of complete liquidation thereof; or
(c) the shareholder of New England Electric System
approve an agreement for the sale or disposition of
all or substantially all of New England Electric
System's assets, other than a sale or disposition
which would result in the individuals who prior to
<PAGE>
such sale or disposition constitute the Board
constituting at least two-thirds of the board of
directors of the Person purchasing such assets
immediately after such sale or disposition.
2.11 Management Committee means the Management Committee
established in accordance with the New England Electric System
Companies' Incentive Compensation Plan I.
2.12 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of
The Commonwealth of Massachusetts. Any agreement, obligation,
or liability made, entered into or incurred by or on behalf of
New England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent thereof
assumes or shall be held to any liability therefor.
2.13 Participant means an individual who has been
selected, in accordance with Section 4.01, or an equivalent
prior provision, to be a participant in the Plan.
2.14 Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
<PAGE>
13(d) and 14(d) thereof; however, a Person shall not include (i)
New England Electric System or any subsidiary thereof, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of New England Electric System or any subsidiary
thereof, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the shareholders
of New England Electric System in substantially the same
proportions as their ownership of shares of New England Electric
System.
2.15 Plan Year means a calendar year.
2.16 Senior Incentive Compensation Plan means New England
Electric Companies' Senior Incentive Compensation Plan, as
amended from time to time.
III. ADMINISTRATION
3.01 Administration and Interpretation. The Plan shall
be administered by the Management Committee, and interpretations
of the Plan by the Management Committee shall be final and
binding by all parties.
3.02 Amendment and Termination. The Management Committee
may amend or terminate the Plan at any time; provided, however,
<PAGE>
that no such action shall affect any right or obligation with
respect to any award of incentive compensation previously
granted; and provided, further, the provisions of Article IX and
Sections 2.03 and 2.04 may not be amended without the written
consent of any Participant affected.
3.03 No Segregation of Assets; No Assignment. New
England Electric System is not required to set aside or
segregate any assets of any kind to meet obligations under this
Plan. A Participant has no rights under this Plan to any
specific assets of New England Electric System. A Participant
may not commute, sell, assign, transfer, or otherwise convey the
right to receive any payments under this Plan, which payments
and the right thereto shall be, to the fullest extent permitted
by law, nonassignable and nontransferable, whether voluntarily
or involuntarily.
3.04 Participant List. The Management Committee shall be
responsible for maintaining an up-to-date list of the
Participants in the Plan.
3.05 Accounting. The Manager of Internal Audits and the
Controller will be responsible to the Management Committee for
accounting matters directly affecting the Plan.
<PAGE>
IV. PARTICIPATION
4.01 Selection. The participants in the Plan will be
selected by the Management Committee.
4.02 Notification. It is anticipated (but not binding)
that the Management Committee shall notify by December 1 of each
year those executives who for the following year have been
included in the Plan and those that may be subsequently dropped
from the Plan.
4.03 Goals. The Management Committee, or its designees,
shall establish individual goals for each Participant for each
Plan Year and shall advise each Participant what goals have been
so established.
V. PARTICIPANTS' COMPENSATION
5.01 Base Compensation and Incentive Compensation. The
compensation for each Participant will consist of two parts:
Base Compensation and Incentive Compensation.
<PAGE>
VI. BASE COMPENSATION
6.01 Determination. A Participant's performance will be
evaluated and his/her compensation, including any merit or
promotional increase, will be set in accordance with the New
England Electric Salary Management Program. A Participant's
Base Compensation may be set anywhere within the salary range.
VII. INCENTIVE COMPENSATION
7.01 Incentive Compensation Amounts. When the books are
closed at the end of a Plan Year and the amount of the Fund for
that year is determined in accordance with Article VIII, the
Management Committee will determine the appropriate amount to be
awarded each Participant, and this money will be distributed to
the Participants by the end of March following the Plan Year.
7.02 Criteria for Determining Incentive Compensation. In
arriving at each Participant's Incentive Compensation, the
Management Committee, shall be governed by the degree of success
achieved by the Participant in reaching his/her individual goals
which were established prior to the Plan Year. Its decision
will be binding. The money remaining in the Fund will be
allocated among all the Participants based upon their total
individual performances during the Plan Year.
<PAGE>
7.03 Notification of Award. The Management Committee
shall be responsible for seeing that each Participant is told
the basis for the size of his/her Incentive Compensation.
7.04 Cooperation of Others. To achieve any of the
established goals will require the close cooperation of all the
Participants. If the Management Committee feels in any instance
that lack of such cooperation by others is making it difficult
for a Participant to achieve his/her individual goals, the
dollars not paid to this Participant will not be distributed to
the other members of the Plan. Otherwise, all money in the Fund
will be distributed.
VIII. INCENTIVE COMPENSATION FUND
8.01 Calculation. The Fund for the Plan will be based on
the sum of the percentages for the Corporate Targets reached
multiplied by the sum of all Participants' Base Compensation,
namely:
Return on
Common Equity - Target A 11.5%
Return on
Common Equity - Target B 5.5%
Return on
Common Equity - Target C 11.5%
<PAGE>
Return on
Common Equity - Target D 5.5%
Cents Per
Kilowatthour - Target A 10%
Cents Per
Kilowatthour - Target B 5%
8.02 Scaling. Results will be scaled using straight line
interpolation between the Return on Common Equity Targets A and
B and between Return on Common Equity Targets C and D. In
determining whether the Return on Common Equity Targets are met,
the Management Committee may enhance or curtail the actual
return on equity in response to extraordinary events or other
factors relevant to performance of New England Electric System
companies.
8.03 Minimum Performance Requirement. If the Low Return
Target is not achieved, there will be no Incentive Compensation
for the Plan Year.
IX. PAYMENT UPON CHANGE OF CONTROL
9.01 Change of Control. In the event of a Change in
Control or Major Transaction, each Participant will receive,
within 30 days, a cash payment equal to the average of the bonus
percentages for this Plan for the last three years prior to the
<PAGE>
Change in Control or Major Transaction times the Participant's
annualized Base Compensation. If the Change in Control or Major
Transaction occurs prior to the determination and payment of the
Incentive Compensation for the prior Plan Year, the Participant
will also receive within 30 days a cash payment equal to said
percentage times the Participant's Base Compensation received in
the prior Plan Year; provided, however, if it is determined that
the Fund percentage calculated in accordance with Sections 8.01
and 8.02 for said prior Plan Year would have been greater, such
higher percentage will be used. No further benefits will be
payable from this Plan.
X. GENERAL PROVISIONS
10.01 Other Benefit Plans. A Participant's Incentive
Compensation will not be used in determining benefits under any
group insurance plan or any other incentive program other than
New England Electric Companies' Incentive Share Plan.
10.02 Termination of Participation; Interplan Transfer.
If, for any reason, a Participant should cease to be actively
employed by a subsidiary of New England Electric System prior to
July 1 of a Plan Year, that person will not be deemed a
Participant for that year unless the Management Committee
determines there are extraordinary circumstances which justify
inclusion. A Participant who ceases to be so actively employed
<PAGE>
during the last six months of a Plan Year will be deemed a
Participant for that year on a proportional basis. The
Management Committee will also determine the extent, if any, of
participation by the person replacing a Participant. If a
Participant becomes a participant in another incentive
compensation plan during the Plan Year, the Participant will be
deemed to be a Participant for that year on a proportional basis
in each of the Plans, respectively.
10.03 Future Employment. Neither the Plan nor the making
of awards hereunder shall be construed to create any obligation
to continue the Plan or to give any present or future employee
any right to continued employment.
10.04 Headings. The headings of articles and sections of
the Plan are for convenience of reference only.
10.05 Gender and Number. Unless the context requires
otherwise, the singular shall include the plural; the masculine
gender shall include the feminine; and such words as "herein,"
"hereinafter," "hereof," and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivisions in
which such words appear.
<PAGE>
10.06 Governing Law. Except as otherwise required by law,
the Plan and all matters arising thereunder shall be governed by
the laws of The Commonwealth of Massachusetts.
10.07 Effective Date. This Amendment shall be effective
January 1, 1995.
Date: April 20, 1995 /s/ John W. Rowe
______________________________________
J.W. Rowe
Date: April 20, 1995 /s/ Joan T. Bok
______________________________________
J.T. Bok
The Management Committee
<PAGE>
EXHIBIT (10)(u)
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE SHARE PLAN
Adopted February 27, 1990
Effective January 1, 1990
Amended February 8, 1991
Amended January 1, 1994
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
I. PURPOSE 1
II. DEFINITIONS
2.01 Annual Incentive Award 1
2.02 Benefits Committee 1
2.03 Cash Bonus 1
2.04 Change in Control 2
2.05 Company 3
2.06 Compensation Committee 3
2.07 Continuing Directors 3
2.08 Hardship 4
2.09 ICP-I 4
2.10 ICP-I Category A Participant 4
2.11 ICP-I Category B Participant 4
2.12 ICP-II 4
2.13 Management Committee 5
2.14 Matching Percentage 5
2.15 New England Electric Company
Management Incentive Plan 5
2.16 New England Electric System 6
2.17 NEES Board 6
2.18 Participant 6
2.19 Performance Based Bonus Plan 6
2.20 Plan 6
2.21 Plan Year 6
2.22 Restricted Shares 7
2.23 Shares 7
2.24 System 7
2.25 Trustee 7
III. ADMINISTRATION
3.01 Administration and Interpretation 7
3.02 Amendment or Termination 7
IV. ANNUAL INCENTIVE AWARD
4.01 Calculation of Award 8
4.02 Purchase of Restricted Shares 8
4.03 Timing of Purchase 8
4.04 Distribution of Restricted Shares 8
<PAGE>
V. RESTRICTED SHARES
5.01 Assignment and Alienability 9
5.02 Death or Disability 9
5.03 Change of Control 9
5.04 Hardship 9
5.05 Voting, Tender, Dividend Rights 9
5.06 Purchase of Shares from System 9
VI. GENERAL PROVISIONS
6.01 Other Benefit Plan 11
6.02 Future Employment 11
6.03 Headings 11
6.04 Gender and Number 11
6.05 Governing Law 11
Signature 11
<PAGE>
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE SHARE PLAN
--------------------
I. PURPOSE
-------
The purpose of the Incentive Share Plan (the Plan) is to
achieve and maintain a high level of corporate performance and
continue the identification of interest between management and
shareholders by making it possible for those selected executives
and individuals whose efforts and responsibilities have a direct
and major influence on corporate performance to earn significant
compensation, in the form of restricted shares, measured by the
individual's achievements under other NEES company incentive
compensation or bonus plans.
II. DEFINITIONS
2.01 Annual Incentive Share Award means the award
referred to in Article IV.
2.02 Benefits Committee means the committee established
in accordance with New England Electric System Companies' Final
Average Pay Pension Plan I.
<PAGE>
2.03 Cash Bonus means the total cash bonus awarded a
Participant for a Plan Year under a New England Electric Company
Management Incentive Plan, including amounts awarded upon a
Change in Control.
2.04 Change in Control occurs when:
(i) any person, firm, corporation, organization, or
association of persons or organizations acting in
concert (excluding any qualified employee benefit
plan of the System) acquires more than 20% of the
outstanding Shares, whether in whole or in part,
by means of an offer made publicly to the holders
of all or substantially all of the outstanding
Shares to acquire Shares for cash, other
property, or a combination thereof or by any
other means, unless the transaction is consented
to by vote of a majority of the Continuing
Directors;
(ii) New England Electric System transfers all or a
substantial part of its assets to another person,
firm, corporation, organization, or association
of persons or organizations acting in concert
(excluding a subsidiary controlled by New England
<PAGE>
Electric System itself), unless the transaction
is consented to by vote of a majority of the
Continuing Directors.
(iii) New England Electric System consolidates or
merges with or into any person, firm,
corporation, organization, or association of
persons or organizations, unless the transaction
is consented to by vote of a majority of the
Continuing Directors; or
(iv) during any period of 24 consecutive months,
individuals who at the beginning of such 24-month
period were directors of New England Electric
System shall cease to constitute a majority of
the NEES Board, unless (a) the remaining
directors who were directors at the beginning of
such period and (b) any other directors whose
election was approved in advance by directors
representing a majority of the directors then in
office who were directors at the beginning of
such period constitute a majority of the NEES
Board.
<PAGE>
2.05 Company means any New England Electric System Company
that has an employee(s) who participates in the Plan.
2.06 Compensation Committee means the compensation
committee of the NEES Board.
2.07 Continuing Directors means, as of the date of
determination, any director who was a member of the NEES Board as
of January 1, 1990, or who was recommended for his/her initial
term of office by a majority of the Continuing Directors in
office at the time of such recommendation, but excludes any
director who, together with his/her affiliates, is the beneficial
owner of 20% or more of the outstanding Shares (excluding
securities beneficially owned by reason of being a trustee of any
employee benefit plan of the System).
2.08 Hardship means a circumstance where the Benefits
Committee determines that the Participant is suffering from a
serious financial emergency resulting from circumstances beyond
the Participant's control.
2.09 ICP-I means New England Electric System Companies'
Incentive Compensation Plan, as amended from time to time.
<PAGE>
2.10 ICP-I Category A Participant means those participants
designated as such pursuant to ICP-I, as amended from time to
time.
2.11 ICP-I Category B Participant means those participants
designated as such pursuant to ICP-I, as amended from time to
time.
2.12 ICP-II means New England Electric System Companies'
Incentive Compensation Plan II, as amended from to time.
2.13 Management Committee means the Management Committee
consisting of the Chairman and the President of New England
Electric System.
2.14 Matching Percentage means:
60% if the Participant is a participant in New England
Electric Companies' Senior Incentive Compensation Plan;
50% if the Participant is an ICP-I Category A
Participant;
45% if the Participant is an ICP-I Category B
Participant;
<PAGE>
45% if the Participant is a participant in ICP-II; or
45% if the Participant is a participant in the
Performance Based Bonus Plan.
2.15 New England Electric Company Management Incentive
Plan means any or all of the following plans as in effect from
time to time: New England Electric Companies' Senior Incentive
Compensation Plan; ICP-I; ICP-II; and Performance Based Bonus
Plan.
2.16 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, or agent thereof assumes or shall
be held to any liability therefor.
2.17 NEES Board means board of directors of New England
Electric System.
<PAGE>
2.18 Participant means any individual who is a participant
in a New England Electric Company Management Incentive Plan.
2.19 Performance Based Bonus Plan means New England
Electric Companies' Performance Based Bonus Plan, as amended from
time to time.
2.20 Plan means the New England Electric Companies'
Incentive Share Plan, as amended from time to time.
2.21 Plan Year means a calendar year.
2.22 Restricted Shares means Shares issued under the Plan
subject to the restrictions found in Article V.
2.23 Shares means common shares of New England Electric
System.
2.24 System means the New England Electric System holding
company system.
2.25 Trustee means any bank or other financial institution
so designated by the Management Committee.
<PAGE>
III. ADMINISTRATION
3.01 The Plan shall be administered by the Management
Committee. Interpretations of the Plan by the Management
Committee shall be final and binding on all parties; provided,
however, any interpretations which would substantially increase
the benefits under the Plan of any member of the Management
Committee shall be referred to the Compensation Committee.
3.02 The Compensation Committee may amend or terminate the
Plan at any time; provided, however, that no such action shall
affect any right or obligation with respect to any Annual
Incentive Share Award previously granted; and provided, further,
the provisions of Sections 2.04, 2.07, and 5.03 may not be
amended without the written consent of any Participant affected.
IV. ANNUAL INCENTIVE SHARE AWARD
4.01 Each Participant's Annual Incentive Share Award shall
be determined by multiplying the Participant's Cash Bonus by the
applicable Matching Percentage.
4.02 The Annual Incentive Share Award provided by the
Companies shall be used to purchase Shares in the Participant's
<PAGE>
name which shall be subject to the restrictions found in Article
V. The number of Shares purchased shall be rounded up for any
award amounts not sufficient to purchase a whole Share.
4.03 Purchase of Shares under the Plan shall take place as
soon as practicable following the end of the Plan Year for which
the Annual Incentive Share Award applies.
4.04 Restricted Shares shall be distributed to
Participants within a reasonable time after purchase is
completed.
V. RESTRICTED SHARES
5.01 All Shares awarded under the Plan which are subject
to this Article shall not be commuted, sold, assigned,
transferred, or otherwise conveyed, whether voluntarily or
involuntarily, for a period of five years from issuance.
5.02 In the event of a Participant's death or disability,
any and all restrictions on Restricted Shares shall lapse.
5.03 In the event of a Change of Control, any and all
restrictions on Restricted Shares shall lapse.
<PAGE>
5.04 In the event of Hardship, the Benefits Committee may
authorize a removal of restrictions on the number of Restricted
Shares necessary to alleviate the Hardship.
5.05 Participants hold all voting, tender offer, exchange
offer, and dividend rights to Restricted Shares.
5.06 Shares awarded may, at the option of the Compensation
Committee, be either newly issued or purchased on the open
market.
If Shares are purchased on the open market, the Management
Committee may require each Company to deposit cash in a trust as
needed to buy the requisite number of Shares for awards as they
are determined. The Trustee will invest the cash in Shares as
soon as practicable. Any Shares purchased by the Trustee shall
be held until all awards have been invested in Shares. Share
awards shall be allocated and distributed to Participants as soon
as practicable after completion of all purchases. Any awards
held in trust shall be held for the exclusive benefit of the
Participants.
The price of Shares, whether purchased from the System or
on the open market, will be computed on the basis of the average
of high and low prices on the New York Stock Exchange - Composite
Transactions as reported in The Wall Street Journal for the five
consecutive trading days ending on the last trading day prior to
<PAGE>
the fifteenth day of January following the Plan Year for which
the award applies, or the date of Change in Control, if
applicable. If there is no trading in Shares on the New York
Stock Exchange for a substantial amount of time during the
five-day period, or if publication by The Wall Street Journal of
reports of Share transactions for any day in the five-day period
does not take place or is subject to reporting error, the value
of Shares shall be determined by the System on the basis of such
market quotations or other method as the System shall deem
appropriate.
The price of Shares purchased on the open market shall not
include commissions. To the extent Shares held by the Trustee
earn cash dividends, said dividends shall be allocated and
distributed to Participants on a pro-rata basis.
VI. GENERAL PROVISIONS
6.01 Awards or other distributions issued under the Plan
will not be used in determining a Participant's benefit under any
group insurance plan or any incentive program.
6.02 Neither the Plan nor the making of awards hereunder
shall be construed to create any obligation to continue the Plan
or to give any present or future employee any right to continued
employment.
<PAGE>
6.03 The headings of articles and sections of the Plan are
for convenience of reference only.
6.04 Unless the context requires otherwise, the singular
shall include the plural; the masculine gender shall include the
feminine; and such words as "herein", "hereinafter", "hereof",
and "hereunder" shall refer to this instrument as a whole and not
merely to the subdivisions in which such words appear.
6.05 Except as otherwise required by law, the Plan and all
matters arising thereunder shall be governed by the laws of The
Commonwealth of Massachusetts.
Date: January 3, 1994 /s/ John W. Rowe
Pursuant to Vote dated October 7,
1993 by the Compensation Committee
<PAGE>
[QUARTER-PAGE RECTANGLE SILHOUETTE
APPEARS IN UPPER-RIGHT OF COVER]
NEES achieved
its seventh consecutive
year of superior
financial results in 1995
while retaining our
position as New England's
lowest cost major
electricity provider.
Annual Report 1995
[LOGO] New England Electric System
<PAGE>
[PHOTO OF MANCHESTER STREET STATION
APPEARS HERE]
The repowering of our Manchester Street
Station was successfully completed in 1995.
Contents
Letter to Shareholders 2
An Industry in Transition 6
The NEES Response 8
Renewing Our Assets 10
Financial Review 14
Financial Statements 23
Notes to Financial Statements 30
Report of Management 41
Report of Independent Accountants 41
Shareholder Information 42
NEES Directors and Officers -
NEES Subsidiaries 45
<PAGE>
[MAP AND LEGEND APPEAR HERE]
The New England Electric System subsidiaries:
Massachusetts Electric Company, The Narragansett Electric Company, and Granite
State Electric Company, retail electric companies that provide electricity and
related services to 1.3 million customers in 194 communities in Massachusetts,
Rhode Island, and New Hampshire;
New England Power Company, a wholesale electric generating company that
operates five thermal generating stations, 14 hydroelectric generating
stations, a pumped storage station, and approximately 2,400 miles of
transmission lines;
New England Electric Resources, Inc., an independent project development and
consulting company that seeks investment opportunities in power plant
modernization, transmission, and environmental improvement;
New England Electric Transmission Corporation, New England Hydro-Transmission
Corporation, and New England Hydro-Transmission Electric Company, Inc.,
electric transmission companies that developed, own, and operate facilities
associated with the high voltage, direct current interconnection between New
England and Quebec;
Narragansett Energy Resources Company, a wholesale electric generating company
that owns 20 percent of the Ocean State Power generating station in Rhode
Island;
New England Energy Incorporated, an oil and gas exploration and development
company;
New England Power Service Company, a service company that provides
administrative, legal, engineering, and other support to its affiliated NEES
subsidiaries.
<PAGE>
FINANCIAL HIGHLIGHTS
1995 1994
---- ----
Earnings per average share 3.15 $3.07
Dividends declared per share $2.345 $2.285
Book value per share year end $25.13 $24.33
Market price per share year end $39-5/8 $32-1/8
Growth in kilowatt-hour (kWh) sales
to ultimate customers 0.7% 1.6%
Cost per kWh to ultimate
customers (cents) 9.54 9.29
Return on Common Equity - 1995
New England Electric System 12.8%
Median of U.S. Electric Utilities 11.7%
Median of New England/New York Electric Utilities 10.4%
New England Electric System (NEES) is a public utility holding company
headquartered in Westborough, Massachusetts. The NEES family of companies,
described on the inside page to the left, constitutes the second largest
electric utility system in New England. Core business activities are the
generation, transmission, distribution, and sale of electric energy and the
delivery of related services, including energy efficiency improvements, to
residential, commercial, industrial, and municipal customers. Other business
activities include independent transmission projects and energy management
consultation. The NEES companies are guided by the following commitment: "We
pledge to provide our customers the highest possible value by continuously
improving electric service, managing costs, and reducing adverse environmental
impacts."
<PAGE>
TO OUR FELLOW SHAREHOLDERS
Our financial results in 1995 highlighted the seventh good year in a row
for New England Electric System (NEES).
Earnings per share were $3.15, compared with $3.07 in 1994.
Return on common equity was 12.8 percent, placing NEES in the top-third
of major electric utilities in the nation. Our returns on equity have been in
the top-third of utilities in the Northeast in each of the last seven years.
The total return on NEES shares met our target of top-third performance
among U.S. electric utilities on a rolling five-year basis.
Bond ratings were maintained at A+ or higher in 1995, above national
averages and the best among major New England utilities.
Your quarterly dividend was increased again in May 1995 and now stands
at an annual level of $2.36 per share, an increase of 16 percent over the past
five years.
Our average retail rate of 9.5 cents per kilowatt-hour remained the
lowest among major utilities in New England. Our average rates have increased
only 1.5 percent per year since 1991, approximately half the increase in both
the average rate of other regional utilities and of the Consumer Price Index.
Most important, we held our regional cost advantage while maintaining
reliability and expanding services to customers.
Manchester Street repowering
The repowering of our Manchester Street Station in Providence, Rhode
Island was completed ahead of schedule and under budget. This 489 megawatt,
$450 million facility is now the cleanest and most efficient fossil-fueled
power plant in New England and, in 1995 dollars, represents the lowest
construction cost per kilowatt of any major plant recently built in our
region.
Forging a "new" industry
While our performance in 1995 and previous years has created many
strengths to carry us forward, we, like other utilities, face challenging
times as our industry is restructured. In last year's annual report, we
described how the laws and regulations governing utilities are being changed
to increase competition. New regulations permitting competitors to use utility
transmission and distribution systems to reach customers may alter the
structure, operations, and financial position of much of our industry.
[PHOTO OF JOAN BOK APPEARS HERE]
Joan T. Bok,
Chairman of the Board
<PAGE>
At NEES, we believe that we can best protect our investors and serve
customers by working to make such regulations fair and practical, rather than
by opposing competition. While much remains to be worked out, our efforts to
date have helped to bring about preliminary orders of several state utility
commissions that respect the rights of utility shareholders, as is described
more fully later in this report.
Responding to the requirements of our regulators, our Massachusetts
retail subsidiary in February 1996 submitted our Choice: New England plan to
the Commonwealth's Department of Public Utilities. The plan is summarized on
page 9. We hope to test elements of the plan through pilot programs in
Massachusetts and New Hampshire.
In Rhode Island, legislation was filed by the leadership of the state's
House of Representatives in February 1996 that would phase in retail
competition over a four-year period beginning in 1998. It parallels many of
the features of Choice: New England.
Savings to Rhode Island customers would be substantial. The NEES
companies would recover their sunk investments in power plants and contracts
with independent power producers through a transition charge. Although the
bill would attain these savings by reducing our return on the assets covered
by the transition charge and by placing substantial competitive pressure on
our future revenues and operating costs, we consider it to be a sensible and
practical compromise and are supporting its enactment.
Focus on financial performance
As we enter the new world of competition, our employees are committed to
shareholder value. Approximately 90 percent are owners of NEES shares through
various investment programs. Employee ownership equals 8 percent of the total
shares outstanding. In 1995, the NEES Board of Directors adopted share
ownership targets for senior managers.
In addition, a significant percentage of our employees' compensation -
ranging from 14 percent to nearly 60 percent depending on the person's
position and length of service in the organization - will hinge on NEES
meeting annual targets for earnings and customer costs.
[PHOTO OF JOHN W. ROWE APPEARS HERE]
Jown W. Rowe, President
and Chief Executive Officer
<PAGE>
Management changes
Two members of the NEES senior management team retired on December 31,
1995. Frederic E. Greenman, senior vice president, general counsel, and
secretary, retired with 26 years of service. His outstanding judgment and
counsel have helped NEES meet the challenges of the past decades and prepared
it to thrive in the industry of the future. John W. Newsham, vice president,
retired with 45 years of service to the NEES companies. Mr. Newsham provided
invaluable leadership in such areas as the Manchester Street Station
repowering project, hydro relicensing, labor relations, and employee safety.
Joining our senior management is Cheryl A. LaFleur, who was elected NEES
vice president, general counsel, and secretary. Ms. LaFleur's responsibilities
include legal and governmental affairs as well as corporate communications.
She has held a number of legal and management positions with the NEES
companies, most recently vice president of retail marketing for Massachusetts
Electric.
The future
In 1996, we have two principal goals. First, we will strive to reach
final resolution of restructuring plans with our three states and our federal
regulators that protect the interests of our shareholders and give us an
opportunity to grow and prosper in the future. Second, we will seek to develop
new business opportunities and market products that will meet our customers'
energy needs and help us compete successfully in a restructured industry. We
have the people, the attitude, and the assets to meet these challenges.
On behalf of all employees of the NEES companies, we thank you for your
continued confidence and investment in New England Electric System.
s/ Joan T. Bok
Joan T. Bok
Chairman of the Board
s/ John W. Rowe
John W. Rowe
President and Chief Executive Officer
March 1, 1996
All Five of NEES's
Key Financial Goals were
Achieved in 1995
-------------------------
Dividend Growth exceeded
average of electric
utilities on rolling 5-year
average.
Return on Equity in
top one-third of major
New York and
New England utilities.
Cash Flow coverage
of dividend in top
one-third of major electric utilities.
Investment Quality
Auditors' reports not
qualified and
bond ratings A+.
Total Return in top
one-third of major U.S.
Electric utilities on rolling
5-year average.
<PAGE>
[COLORED DIVIDER PAGE APPEARS HERE]
Shaping Change
<PAGE>
[KEY HOLE SILHOUETTE ON ENTIRE PAGE APPEARS HERE]
Opening
the door to
competition
<PAGE>
AN INDUSTRY IN TRANSITION
With the passage of the Energy Policy Act of 1992, the Federal Energy
Regulatory Commission (FERC) began to develop policies to foster a competitive
wholesale market for electricity. Today, a number of states are advocating
that retail sales of electricity also be competitive. Retail competition would
enable all retail customers - including residential customers - to choose who
supplies their electricity.
Large differences in electricity prices, both between neighboring
utilities and across the U.S., are behind the call for changing the way that
electricity is sold. While rates in the Northeast and California are 50
percent higher than in some other parts of the country, NEES's cost per kWh is
the lowest of any major New England utility, with an advantage in most cases
of 10 to 30 percent.
In 1994, the California Public Utilities Commission announced a plan to
begin retail competition. Since that announcement, many legislators and
regulators have advocated more retail competition, with the expectation that
it will lower prices and enhance the business climate in their respective
states.
Restructuring the electric industry will not mean deregulation of
utilities. Our most valuable assets - transmission and distribution systems -
would continue to be regulated and would be used by our competitors. In other
words, we would be required to permit third parties to use our wires at
regulated rates so that they may compete against us to supply electricity to
customers.
The generating capacity that electric utilities own or have contracted
for was built in accordance with state requirements to meet expected demand,
including demand on the hottest and coldest days of the year. We are required
to maintain reserve generating capacity to cover contingencies. Utilities also
have been required to make generation commitments 10 to 20 years into the
future, based on forecasts of economic growth that haven't always been
realized. The result is excess capacity in New England's generating plants,
some of which the utilities can sell to others at wholesale, but at a price
that often doesn't reflect the total price of production.
Under these circumstances, if utility wires were simply thrown open to
competitors at historic cost rather than at their real value, the market price
of electricity would fall to a level approaching the fuel cost of operating
our power plants. Utilities would not collect sufficient revenues to cover all
of their other operating costs or the fixed costs of the plants they built
under a regulated regime. Competition on these terms would leave us with large
fixed costs for generating electricity that would be unrecoverable, or
"stranded."
The FERC has recognized that existing investments should not be stranded
by open access, stating: "Industry restructuring must go forward so that a
competitive marketplace will become a reality. But we cannot expect the
utilities to be willing participants unless we ensure that their prudently
incurred costs are recovered. That is the only fair way to proceed."
[PHOTO CAPTION]
Opening utility wires
to competition will require
an access or transition
charge to assure
[PHOTO OF POWER PLANT APPEARS HERE]
recover of utility
investments in generation
and independent power
production contracts.
<PAGE>
[UP-POINTING ARROW SILHOUETTE COVERING ENTIRE PAGE APPEARS HERE]
Defining a
restructuring
strategy
<PAGE>
THE NEES RESPONSE
During the first half of 1995, the NEES companies negotiated with a
variety of stakeholders to agree upon interdependent principles to guide the
introduction of retail competition in New England. The principles support
retail competition, the integrity of contracts with independent power
producers, recovery of stranded investments, and continued environmental
improvement.
Both the Massachusetts and Rhode Island commissions issued orders in
August 1995 requiring utilities to file plans to introduce retail competition.
Both orders substantially reflect the interdependent principles. The
Massachusetts order stated: "Utilities should have a reasonable opportunity to
recover net, non-mitigatable, stranded costs associated with commitments
previously incurred pursuant to their legal obligations to provide electric
service..."
Earlier in 1995, the Rhode Island legislature had passed bills that
would have introduced retail competition without provisions for stranded cost
recovery. The Governor vetoed these bills, subject in part to the requirement
that our subsidiary Narragansett Electric file a retail competition plan
within one year.
On February 7, 1996, the leadership of the Rhode Island House of
Representatives introduced legislation containing a detailed approach to
retail competition. The bill phases in customer choice beginning in 1998 for
large manufacturers and new commercial and industrial customers, and choice
for all by 2001. If choice comes into play more quickly in other New England
states and 50 percent or more customers have choice, the Rhode Island dates
would advance. The bill protects all customers by allowing them to stay with
their existing utility under a capped rate if they so choose. We believe it to
be the most decisive and equitable legislation proposed anywhere and have
given it our support.
On February 16, 1996, our Massachusetts retail subsidiary, Massachusetts
Electric, submitted our plan for introducing competition. Entitled Choice: New
England, the plan foresees competitive markets for electricity generation and
regulated transmission and distribution, and would allow customers to choose
electricity suppliers beginning January 1, 1998. Customers could choose to
obtain power through their current supplier or contract directly with a
market-based supplier. As in the Rhode Island legislation, utilities would
recover stranded costs through an access or transition charge.
In New Hampshire, where our subsidiary Granite State Electric has 36,000
customers, the Governor, Legislature, and Public Utilities Commission have
moved to introduce retail competition for electricity suppliers, because rates
in most of the state are among the nation's highest. The PUC proposed a retail
pilot program in response to legislation enacted in 1995. All New Hampshire
utilities including Granite State Electric have challenged aspects of this
proposal, especially the provision that only 50 percent of stranded costs
would be recovered. Hearings before the PUC will be held in March 1996.
[PHOTO CAPTION]
Through consensus
building and persuasive
advocacy, the NEES
[PHOTO OF INDIVIDUAL MAKING PRESENTATION APPEARS HERE]
companies helped to
set a direction for electric
industry restructuring.
<PAGE>
[STAR-SHAPED SILHOUETTE COVERING ENTIRE PAGE APPEARS HERE]
Skilled
people reinforce
our assets
<PAGE>
RENEWING OUR ASSETS
While sober about the challenges facing our business, we are also
optimistic because we bring many strengths to the competitive world.
Dollars & sense
Our relatively strong balance sheet will permit us to recover
potentially stranded costs in a reasonable time frame, therefore enhancing our
relative competitiveness compared with other utilities in our region.
Cost control, conservative accounting, avoidance of deferrals, and
comparatively low nuclear ownership all strengthen our balance sheet. Cost
control measures implemented in 1995 include the completion of the Manchester
Street repowering project more than $130 million under budget and the launch
of a supply chain management process to reduce our expenditures for goods and
services.
Profitable relationships
Our customer relationships go far beyond reliable delivery of
electricity at the region's lowest prices. Our continuous service improvements
- - such as energy conservation programs, fast restoration of outages,
consolidated billing for customers with multiple sites, and power quality
programs - are building the strong customer relationships that will endure in
the competitive marketplace.
When we open our new Customer Services Center in 1996 with
around-the-clock hours and up-to-date computers and communications
technologies, customers will find it even easier and faster to deal with us.
Physical assets
Our transmission and distribution network consists of 2,700 miles of
transmission lines and more than 20,000 miles of distribution lines. These
lines and associated facilities and rights-of-way would be very expensive,
difficult, and time-consuming to permit and build today and are necessary for
an efficient competitive system.
The repowering of Manchester Street Station represents the
cost-effective use of a valuable piece of developed property. The project was
the largest construction project in Rhode Island's history. Entering service
in late 1995, the plant is the cleanest and most efficient fossil-fueled plant
in New England and is competitive with independent power facilities.
We use a variety of fuels and power sources to run our plants, and some
of our generating units run on more than one fuel. The mix of coal, natural
gas, nuclear, hydro, oil, and renewables is to our advantage when we negotiate
fuel prices, and provides some protection from large fluctuations in the price
of any one fuel.
People
Constant training and retraining of our employees is key to implementing
new technologies, setting higher standards, promoting safety, and changing the
way we work to meet the challenges of competition.
[PHOTO CAPTION]
Our employees
will make the
NEES companies
[PHOTO OF HIGH-TENSION LINES AND LINE ENGINEERS APPEARS HERE]
formidable competitors
in a restructured electric
utility industry.
<PAGE>
In 1995, nearly 25 percent of our employees participated in one or more
sessions at our training center in Millbury, Massachusetts. Programs include
indoor and outdoor skills instruction as well as computer, management, and
leadership training.
Reinforcing our efforts to prepare for competition are new four-year
labor agreements reached in May 1995 with our three labor unions. The
contracts include performance-based bonuses tied to earnings per share and to
individual employee performance. We believe they are the first utility/union
contracts in the U.S. that incorporate these performance-based measures.
Environment
We have achieved many "firsts" that demonstrate our commitment to
environmentally responsible and progressive operations.
For example, we are the first utility in Massachusetts to sell nitrogen
oxide credits which were earned by reducing emissions at our plants ahead of
regulatory deadlines, and are the first electric utility to receive America's
Corporate Conscience Award for Environmental Stewardship from the Council on
Economic Priorities. We are also the only utility in New England that is
recycling high-carbon flyash from coal-fired power plants into saleable
products.
Reputation
Reputations grow slowly and require constant attention to endure.
Growing ours took years of superior public service and hard work.
We believe we have earned the reputation of being a company that
provides reliable electricity, does so at a lower price than its neighbors,
gets involved in the communities it serves, and goes the extra mile to help
customers get the most for their energy dollars. What matters is the
day-to-day work we do and accomplishments such as the quick return of power to
2,000 customers after a tornado tore a wide path of destruction last May in
rural Great Barrington, Massachusetts.
Meeting new challenges
These assets have helped us to weather past challenges and emerge a
winner in the regulated world. The same assets - a strong financial position,
hardworking employees who are able to meet new challenges, environmentally
responsible operations, and a strong reputation - are basic ingredients for
continued success in the brave new world of competitive electricity markets.
[PHOTO CAPTION]
Our relationships with
customers are
[PHOTO OF CUSTOMERS WORKING AT BOTTLING PLANT]
sustained by continuous
service improvements.
<PAGE>
Financial Report
Financial Review 14
Financial Statements 23
Selected Financial Data 23
Consolidated Income Statements 24
Consolidated Retained Earnings
Statements 24
Consolidated Balance Sheets 25
Consolidated Cash Flow Statements 26
Consolidated Capitalization Statements 27
Notes to Consolidated Financial
Statements 28
Report of Management 41
Report of Independent Accountants 41
Shareholder Information 42
<PAGE>
FINANCIAL REVIEW
[GRAPH APPEARS HERE]
Overview
Earnings in 1995 were $3.15 per share compared with $3.07 and $2.93 per
share in 1994 and 1993, respectively. The 1995 return on common equity was
12.8 percent.
The increase in 1995 earnings reflects slightly higher kilowatt-hour
(kWh) sales to ultimate customers, decreased depreciation and amortization
expense, and decreased operation and maintenance expenses, partially offset by
higher purchased power and interest expenses.
The increase in 1994 earnings over 1993 was attributable to increased
kWh sales to ultimate customers, decreased purchased power and interest
expenses, and the amortization of unbilled revenues. In addition, earnings in
1993 were reduced by the one-time effects of an early retirement program and
the establishment of additional gas waste reserves. These factors were
partially offset by increased operation and maintenance expenses and a
temporary rate reduction in 1994.
In 1995, kWh sales to ultimate customers increased less than 1 percent.
This increase was primarily due to a return to more normal weather in the
fourth quarter of 1995, along with a warmer summer in 1995, partially offset
by lower sales in the first quarter of 1995 due to unusually mild weather. In
1994, kWh sales to ultimate customers increased 1.6 percent over 1993,
reflecting an improved regional economy.
In May 1995, the annual dividend rate was raised to $2.36, which
represents a $.06 per share increase on an annual basis. In 1994, the annual
dividend rate was also increased $.06 per share. The market price of New
England Electric System (NEES) common shares at the end of 1995 was $39-5/8
per share compared with $32-1/8 per share and $39-1/8 per share at the end of
1994 and 1993, respectively.
Competitive conditions
The electric utility business is being subjected to rapidly increasing
competitive pressures, stemming from a combination of trends, including the
presence of surplus generating capacity, a disparity in electric rates among
regions of the country, improvements in generation efficiency, increasing
demand for customer choice, and new regulations and legislation intended to
foster competition. To date, this competition has been most prominent in the
bulk power market, in which non-utility generators have significantly
increased their market share. Electric utilities have had exclusive franchises
for the retail sale of electricity in specified service territories. As a
result, competition in the retail market has been limited to (i) competition
with alternative fuel suppliers, primarily for heating and cooling, (ii)
competition with customer-owned generation, and (iii) direct competition among
electric utilities to attract major new facilities to their service
territories. These competitive pressures have led the NEES companies and other
utilities to offer, from time to time, special discounts or service packages
to certain large customers.
In states across the country, including Massachusetts, Rhode Island, and
New Hampshire, there have been an increasing number of proposals to allow
retail customers to choose their electricity supplier, with incumbent
utilities required to deliver that electricity over their transmission and
distribution systems (also known as "retail wheeling"). If electric customers
were allowed to choose their electricity supplier, utilities across the
country would face the risk that market prices may not be sufficient to
recover the costs of the commitments incurred to supply customers under a
regulated industry structure. The amount by which costs exceed market prices
is commonly referred to as "stranded costs."
<PAGE>
The NEES companies derive approximately 70 percent, 23 percent, and 3
percent of their electric sales revenues from ultimate customers in
Massachusetts, Rhode Island, and New Hampshire, respectively. Each of the NEES
retail subsidiaries purchases electricity on behalf of their customers under
wholesale all-requirements contracts with NEES's wholesale generating
subsidiary, New England Power Company (NEP).
Choice: New England
In October 1995, the NEES companies announced a plan to allow all
customers of electric utilities in Massachusetts, Rhode Island, and New
Hampshire to choose their power supplier beginning in 1998. The plan, Choice:
New England, was developed in response to 1995 decisions by the Massachusetts
Department of Public Utilities (MDPU) and the Rhode Island Public Utilities
Commission (RIPUC) that approved a set of principles for industry
restructuring. These principles include allowing utilities the opportunity to
recover stranded costs.
Under Choice: New England, the pricing of generation would be
deregulated. However, customers would have the right to receive service under
a "standard offer" from the incumbent utility, the pricing of which would be
approved in advance by regulators. Customers electing the standard offer would
be eligible to choose an alternative power supplier at any time, but would not
be allowed to return to the standard offer. Under Choice: New England,
transmission and distribution rates would remain regulated. However, the plan
proposes that cost of service pricing of distribution rates would be
supplemented by a system that would reward or penalize distribution utilities
for their performance relative to benchmarks established by regulators.
[GRAPH APPEARS HERE]
Choice: New England proposes that the cost of NEP's past generation
commitments that are at risk due to competition be recovered through a wires
access or transition charge. Those generation commitments, which are currently
estimated at approximately $4 billion on a present value basis, primarily
consist of (i) generating plant commitments, (ii) regulatory assets, (iii)
purchased power contracts, and (iv) the operating cost of nuclear plants which
cannot be mitigated by shutting down the plants (otherwise referred to as
"nuclear costs independent of operation"). Sunk costs associated with utility
generating plants, such as past capital investments, and regulatory assets
would be recovered over ten years. The return on equity related to the
unrecovered capital investments and regulatory assets would be reduced to one
percentage point over the rate on long-term "BBB" rated utility bonds.
Purchased power contract costs and nuclear costs independent of operation
would be recovered as incurred over the life of those obligations, a period
expected to extend beyond ten years. Under Choice: New England, the access
charge would be set at three cents per kWh for the first three years.
Thereafter, the access charge would vary, but is expected to decline.
Choice: New England was formally filed by Massachusetts Electric Company
(Massachusetts Electric) with the MDPU in February 1996. Massachusetts
Electric also announced that it will request the MDPU to allow the
implementation of two pilot programs to test the plan. The first would allow
high technology customers representing 1 percent of the NEES companies' retail
sales to have direct access to alternative power suppliers beginning in July
1996. The second would allow residential and small business customers
representing 0.5 percent of the NEES companies' retail sales to have direct
access beginning September 1, 1996.
Three other utilities and the Massachusetts Division of Energy Resources
(DOER) also filed plans with the MDPU in February 1996. The DOER's plan also
calls for direct access for all customers beginning in 1998 with a pilot
program beginning in 1997. The DOER plan, however, proposes that, in exchange
for stranded cost recovery, utilities be required to divest their generating
assets, either through sale or spinoff. The NEES companies are opposed to
<PAGE>
mandatory divestiture of generation assets. The timetable for consideration of
the various plans by the MDPU is uncertain. The transition access charges
proposed in Choice: New England are also subject to approval by the Federal
Energy Regulatory Commission (FERC).
Rhode Island legislation
In February 1996, the Speaker and Majority Leader of the House of
Representatives of the Rhode Island Legislature announced the filing of
legislation which would allow electric consumers in Rhode Island to choose
their power supplier. Under the proposed legislation, large manufacturing
customers and new large non-manufacturing customers would gain access to
alternative power suppliers over a two-year period beginning in 1998. These
customers represent approximately 14 percent of The Narragansett Electric
Company's (Narragansett's) retail kWh sales. The balance of Rhode Island
customers would gain access over a two-year period beginning in the year 2000,
or earlier, if consumers of 50 percent of the electricity in New England gain
similar rights to choose their power supplier. The NEES companies have
announced their support for the proposed legislation.
A key provision of the legislation authorizes utilities to recover the
cost of past generation commitments through a transition access charge on
utility transmission and distribution wires. The legislation divides those
past commitments in the same manner as Choice: New England. The principal
difference between the legislation and Choice: New England is that the
legislation proposes a 12-year recovery period for utility generation
commitments and regulatory assets.
[GRAPH APPEARS HERE]
The legislation also establishes performance-based rates for
distribution utilities, including Narragansett. Under the legislation,
Narragansett would be entitled to annually increase its distribution rates by
approximately $10 million per year, for the period 1997 to 1999, less any
increases in wholesale base rates passed on to Narragansett by NEP. For those
three years, Narragansett's return on equity would be subject to a floor of 6
percent and a ceiling of 11 percent. Earnings over the ceiling would be shared
equally between customers and shareholders up to an absolute cap on return on
equity of 12.5 percent. To the extent that earnings fall below the floor,
Narragansett would be authorized to surcharge customers for the shortfall.
Consideration by the Rhode Island Legislature of the proposed legislation is
expected to be completed by the summer of 1996.
Previously, in 1995, the Rhode Island Legislature passed legislation
that would have allowed certain industrial customers to buy power from
alternative suppliers, rather than through the local electric utility.
Narragansett urged the Governor of Rhode Island to veto the legislation
because Narragansett believed it would result in piecemeal deregulation that
would not be fair to customers or shareholders. The Governor vetoed the
proposed legislation, in part because of commitments by Narragansett to
provide a two-year rate discount to manufacturing customers (see "Retail rate
activity" section) and to submit, by July 1, 1996, a specific and detailed
proposal to the RIPUC addressing the issues associated with providing large
customers with access to Narragansett's distribution system for the purpose of
choosing an alternative power supplier. In the event that the Rhode Island
Legislature does not enact the 1996 proposed legislation discussed above, the
commitment to submit a specific proposal on open access is expected to be met
by Narragansett through the filing of Choice: New England with the RIPUC.
<PAGE>
Other legislative and regulatory initiatives
In February 1996, the New Hampshire House of Representatives passed a
bill requiring utilities in that state to file plans by June 1996 with the New
Hampshire Public Utilities Commission (NHPUC) to provide customers with access
to alternative suppliers. The bill allows the NHPUC significant discretion in
determining the appropriate level of stranded cost recovery. The bill would
authorize the NHPUC to impose a plan on utilities if none is filed and
approved by July 1997. The bill is pending in the Senate.
In January 1996, Granite State Electric Company (Granite State) reached
an agreement with the NHPUC staff to conduct a retail access pilot for 3
percent of Granite State's customers. If approved by the NHPUC and the FERC,
participating customers in the pilot will pay access charges that are on
average over 90 percent of the charges proposed under Choice: New England. The
agreement includes more favorable terms regarding stranded cost recovery than
preliminary pilot guidelines issued by the NHPUC. In February 1996, the NHPUC
indicated that further review of certain assumptions made in the agreement was
necessary. Separately, in June 1995, the NHPUC issued a decision stating that
franchise territories in New Hampshire are not exclusive as a matter of law.
That decision is under appeal.
In February 1996, the MDPU denied the recovery of stranded power
generation costs in the context of the town of Stow, Massachusetts, attempting
to purchase the distribution assets in that town owned by the neighboring
Hudson Municipal Light Department. Although the MDPU reaffirmed its general
position that utilities should have a reasonable opportunity to recover net,
non-mitigable, stranded costs, it refused to allow recovery in this case
stating that Hudson had not sufficiently demonstrated that stranded costs
would be incurred and made no effort to mitigate any such costs.
In August 1995, the MDPU issued an order requiring a customer of another
utility who installed cogenerating equipment to pay 75 percent of that
utility's stranded costs attributable to serving the customer's load. The MDPU
indicated the decision, which is under appeal, did not set a precedent for
stranded cost recovery as part of industry restructuring.
In March 1995, the FERC issued a notice of proposed rulemaking in which
it stated that it is appropriate that legitimate and verifiable stranded costs
be recovered from departing customers as a result of wholesale competition.
The FERC also indicated that costs stranded as a result of retail competition
would be subject to state commission review if the necessary statutory
authority exists and subject to FERC review if the state commission does not
have such authority. A final decision is expected during 1996.
[GRAPH APPEARS HERE]
Risk factors
The major risk factors affecting recovery of at-risk assets are: (i)
regulatory and legal decisions, (ii) the market price of power, and (iii) the
amount of market share retained by the NEES companies. First, there can be no
assurance that a final restructuring plan ordered by regulatory bodies, the
courts, or through legislation will include an access charge that would fully
recover stranded costs. If laws are enacted or regulatory decisions are made
that do not offer an opportunity to recover stranded costs, NEES believes it
has strong legal arguments to challenge such laws or decisions. Such a
challenge would be based, in part, on the assertion that subjecting utility
generating assets to competition without compensation for stranded costs,
while requiring utilities to open access to their wires at historic cost-based
rates, would constitute an unconstitutional taking of property without just
compensation. Second, the access charge proposed under Choice: New England
recovers only sunk costs, such as plant expenditures and contractual
commitments. Because of a regional surplus of electric generation capacity,
current wholesale power prices in the short-term market are based on the
short-run fuel costs of generating units. Such wholesale prices are not
currently providing a significant contribution toward other marginal costs,
<PAGE>
such as operation and maintenance expenses. NEES expects this situation to
continue in a retail market. Third, revenues will also be affected by the NEES
companies' ability to retain existing customers and attract new customers in a
competitive environment. As a result of the pressure on market prices and
market share, it is likely that, even if Choice: New England is implemented,
the NEES companies would experience losses in revenue for an indeterminate
period and increased revenue volatility.
Historically, electric utility rates have been based on a utility's
costs. As a result, electric utilities are subject to certain accounting
standards that are not applicable to other business enterprises in general.
Financial Accounting Standards No. 71, Accounting for the Effects of Certain
Types of Regulation (FAS 71), requires regulated entities, in appropriate
circumstances, to establish regulatory assets and liabilities, and thereby
defer the income statement impact of certain costs that are expected to be
recovered in future rates. The effects of regulatory, legislative, or utility
initiatives, such as the proposed Rhode Island legislation or Choice: New
England, could, in the near future, cause all or a portion of the operations
of its subsidiaries to cease meeting the criteria of FAS 71. In that event,
the application of FAS 71 to such operations would be discontinued and a
non-cash write-off of previously established regulatory assets and liabilities
related to such operations would be required. At December 31, 1995, NEES had
consolidated pre-tax regulatory assets (net of regulatory liabilities) of
approximately $600 million, of which about $500 million is related to its
subsidiaries' generation business (including approximately $200 million
related to oil and gas properties regulated as part of the generation
business), and about $100 million is related to its subsidiaries' transmission
and distribution businesses. If competitive or regulatory change should cause
a substantial revenue loss or lead to the permanent shutdown of any generating
facilities, a substantial write-down of plant assets could be required
pursuant to Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
(FAS 121). In addition, FAS 121 requires that all regulatory assets, which
must have a high probability of recovery to be initially established, must
continue to meet that high probability standard to avoid being written off.
FAS 121, which is effective for NEES and its subsidiaries in January 1996, is
not expected to have a material adverse impact on the financial condition or
results of operations upon adoption, based on the current regulatory
environment in which NEES's subsidiaries operate. However, the impact in the
future may change as competitive factors and potential restructuring influence
the electric utility industry. For further discussion, see Note B.
[GRAPH APPEARS HERE]
Wholesale rate activity
In February 1995, the FERC approved a rate agreement filed by NEP. Under
the agreement, which became effective January 1995, NEP's base rates are
frozen through 1996. Before this rate agreement, NEP's rate structure
contained two surcharges that were recovering the costs of a coal conversion
project and a portion of NEP's investment in the Seabrook 1 nuclear unit
(Seabrook 1). These two surcharges fully recovered their related costs by
mid-1995. However, under the rate agreement, the revenues continue to be
collected as part of base rates. The agreement also provides for (i) full
recovery of costs associated with the Manchester Street Station repowering
project, which began commercial operation in the second half of 1995, (ii) the
recovery of approximately $50 million of deferred costs associated with
terminated purchased power contracts and postretirement benefits other than
pensions (PBOPs) over seven years, (iii) full recovery of currently incurred
PBOP costs, (iv) the recovery over three years of $27 million of costs related
to the dismantling of a retired generating station in Rhode Island and the
<PAGE>
replacement of a turbine rotor at one of NEP's generating units, and (v)
increased recovery of depreciation expense by approximately $8 million
annually to recognize costs that will be incurred upon the eventual
dismantling of its Brayton Point and Salem Harbor generating plants. Under the
agreement, approximately $15 million of the $38 million in Seabrook 1 costs
scheduled for recovery in 1995 pursuant to a 1988 settlement agreement were
deferred for recovery in 1996. The FERC's approval of this rate agreement
applies to all of NEP's customers except the Milford Power Limited Partnership
(MPLP). MPLP, owner of a gas-fired power plant in Milford, Massachusetts, has
protested the rate agreement based on issues related to the Manchester Street
Station repowering project. (See "Purchased power contract dispute" section.)
Retail rate activity
The MDPU approved a $31 million increase to base rates for Massachusetts
Electric effective October 1, 1995.
The RIPUC approved a settlement agreement that provides for a $15
million increase to base rates for Narragansett effective December 1, 1995.
The RIPUC also approved $3 million of new discounts for manufacturing
customers, the costs of which are not being recovered from other customers.
In July 1995, Granite State filed a $2.6 million rate increase request
with the NHPUC. On October 31, 1995, Granite State received approval to
collect an interim increase of $0.9 million, effective November 1, 1995,
subject to refund or surcharge pending the final outcome of the full case. The
NHPUC staff is recommending a rate decrease of approximately $0.3 million. A
final decision is expected in 1996.
The retail companies have received approval from their respective
regulatory agencies to recover demand-side management (DSM) program
expenditures in rates on a current basis. These expenditures were $64 million,
$70 million, and $62 million in 1995, 1994, and 1993, respectively. Since
1990, the retail companies have been allowed to earn incentives based on the
results of their DSM programs and have recorded before-tax incentives of $5.7
million, $7.7 million, and $7.3 million in 1995, 1994, and 1993, respectively.
[GRAPH APPEARS HERE]
Operating revenue
Operating revenue increased $29 million in 1995 compared with 1994. This
increase reflects sales growth of less than 1 percent, increased fuel
revenues, the November 1994 expiration of Massachusetts Electric's temporary
rate decrease, and the October 1995 Massachusetts Electric rate increase.
These increases were partially offset by a decrease in the amortization of
unbilled revenues in 1995.
Operating revenue increased $9 million in 1994, reflecting increased
sales and amortization of unbilled revenues by retail subsidiaries, partially
offset by the temporary rate reduction at Massachusetts Electric. In 1994, kWh
sales to ultimate customers increased 1.6 percent over 1993, reflecting an
improved regional economy.
Operating expenses
Total operating expenses increased $2 million in 1995 compared with
1994, reflecting increased purchased power and fuel expenses. The increase in
purchased power expense reflects overhauls and refueling shutdowns at
partially-owned nuclear power facilities, including costs to repair steam
generator tubes at the Maine Yankee nuclear power plant (Maine Yankee), in
which NEP has a 20 percent interest. Maine Yankee returned to service at 90
percent capacity in January 1996. The increase in purchased power expense also
includes the amortization of previously deferred purchased power contract
termination costs.
<PAGE>
The increase in fuel costs, including the fuel portion of purchased
power expense, reflects decreased nuclear generation due to overhauls and
decreased hydro production resulting from low water levels.
Depreciation and amortization expense decreased in 1995 due to reduced
amortization of Seabrook 1 in accordance with NEP's 1995 rate agreement, the
completion of the amortization of the costs of certain coal conversion
facilities in the first half of 1995, and decreased oil and gas amortization
due to decreased production. Partially offsetting these decreases were
increased depreciation rates approved in NEP's 1995 rate agreement, increased
charges associated with the dismantlement of a retired generating facility,
and depreciation of new plant expenditures, including the Manchester Street
Station, which began commercial operation in the second half of 1995.
The decrease in maintenance expenses reflects lower overhaul costs at
wholly-owned generating units, primarily in the fourth quarter of 1995.
The increase in taxes, other than income taxes, is due to increased
municipal property taxes.
Total operating expenses increased $15 million in 1994 over 1993,
reflecting increases in overhaul costs of wholly-owned generating units, in
part to achieve compliance with the Clean Air Act. Operating expenses in 1994
also reflected cost increases in DSM, computer system development, pension and
other retiree benefits, and general increases in other areas. These increases
were partially offset by decreases in fuel and purchased power expense due to
overhauls and refueling shutdowns of partially-owned nuclear power suppliers
in 1993. In addition, 1993 operating expenses included a net amount of $30
million associated with an early retirement and special severance program and
the establishment of additional gas waste reserves, partially offset by the
effects of a rate settlement that allowed recovery of previously charged
expenses.
Depreciation and amortization increased $4 million in 1994, reflecting
increased amortization of Seabrook 1, increased charges for dismantlement of a
previously retired generating station, and depreciation of new plant
expenditures. These increases were partially offset by decreased oil and gas
amortization due to decreased production.
Taxes charged to operations in 1994 increased approximately $12 million,
reflecting increased income taxes and municipal property taxes.
Under the existing terms of certain purchased power contracts with other
utilities, NEP will reduce its power purchases by $19 million in 1996.
Interest expense
Interest expense increased $23 million in 1995 due to an increase in
combined long-term and short-term debt balances and higher interest rates
earlier in 1995. Interest expense decreased $6 million in 1994, due to
significant refinancings of corporate debt at lower interest rates.
Allowance for funds used during construction (AFDC)
AFDC increased $4 million and $11 million in 1995 and 1994,
respectively, due to increased construction work in progress associated with
the repowering of the Manchester Street Station. The accrual of AFDC ended for
this project when the units began commercial operation in the second half of
1995. (See "Liquidity and capital resources" section.)
<PAGE>
Hazardous waste
The Federal Comprehensive Environmental Response, Compensation and
Liability Act, more commonly known as the "Superfund" law, imposes strict,
joint and several liability, regardless of fault, for remediation of property
contaminated with hazardous substances. A number of states, including
Massachusetts, have enacted similar laws.
The electric utility industry typically utilizes and/or generates a
range of potentially hazardous products and by-products in its operations.
NEES subsidiaries currently have an environmental audit program in place
intended to enhance compliance with existing federal, state, and local
requirements regarding the handling of potentially hazardous products and
by-products.
NEES and/or its subsidiaries have been named as potentially responsible
parties (PRPs) by either the U.S. Environmental Protection Agency (EPA) or the
Massachusetts Department of Environmental Protection for 22 sites at which
hazardous waste is alleged to have been disposed. Private parties have also
contacted or initiated legal proceedings against NEES and certain subsidiaries
regarding hazardous waste cleanup. The most prevalent types of hazardous waste
sites with which NEES and its subsidiaries have been associated are
manufactured gas locations. (Until the early 1970s, NEES was a combined
electric and gas holding company system.) NEES is aware of approximately 40
such locations (including eight of the 22 locations for which NEES companies
are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are
currently aware of other sites, and may in the future become aware of
additional sites, that they may be held responsible for remediating.
NEES has been notified by the EPA that it is one of several PRPs for
cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, where
coal tar and other materials were deposited. Between 1931 and 1951, NEES and
its predecessor owned all of the common stock of Green Mountain Power
Corporation (GMP). Prior to, during, and after that time, gas was manufactured
at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties
required to pay the EPA's past response costs related to this site. NEES
remains a PRP for ongoing and future response costs. In November 1992, the EPA
proposed a cleanup plan estimated by the EPA to cost $50 million. In June
1993, the EPA withdrew this cleanup plan in response to public concern about
the plan and its cost. The cost of any cleanup plan and NEES's share of such
cost are uncertain at this time. NEES has been involved in settlement
negotiations, which it expects to conclude in 1996, to determine NEES's
apportioned share of these costs. NEES believes it has adequate reserves for
this site.
In 1993, the MDPU approved a Massachusetts Electric rate agreement that
allows for remediation costs of former manufactured gas sites and certain
other hazardous waste sites located in Massachusetts to be met from a
non-rate-recoverable, interest-bearing fund of $30 million established on
Massachusetts Electric's books in 1993. Rate-recoverable contributions of $3
million, adjusted for inflation, are added to the fund annually in accordance
with the agreement. Any shortfalls in the fund would be paid by Massachusetts
Electric and be recovered through rates over seven years.
Predicting the potential costs to investigate and remediate hazardous
waste sites continues to be difficult. There are also significant
uncertainties as to the portion, if any, of the investigation and remediation
costs of any particular hazardous waste site that may ultimately be borne by
NEES or its subsidiaries. Where appropriate, the NEES companies intend to seek
recovery from their insurers and from other PRPs, but it is uncertain whether,
and to what extent, such efforts will be successful. At December 31, 1995,
NEES had total reserves for environmental response costs of $50 million and a
related regulatory asset of $19 million. NEES believes that hazardous waste
liabilities for all sites of which it is aware, and which are not covered by a
rate agreement, are not material to its financial position.
<PAGE>
Electric and magnetic fields (EMF)
Concerns have been raised about whether EMF, which occur near
transmission and distribution lines as well as near household wiring and
appliances, cause or contribute to adverse health effects. Numerous studies on
the effects of these fields, some of them sponsored by electric utilities
(including NEES companies), have been conducted and are continuing. Some of
the studies have suggested associations between certain EMF and health
effects, including various types of cancer, while other studies have not
substantiated such associations. It is impossible to predict the ultimate
impact on NEES subsidiaries and the electric utility industry if further
investigations were to demonstrate that the present electricity delivery
system is contributing to increased risk of cancer or other health problems.
Many utilities, including the NEES companies, have been contacted by
customers regarding a potential relationship between EMF and adverse health
effects. To date, no court in the United States has ruled that EMF from
electrical facilities cause adverse health effects and no utility has been
found liable for personal injuries alleged to have been caused by EMF. In any
event, the NEES companies believe that they currently have adequate insurance
coverage for personal injury claims.
Several state courts have recognized a cause of action for damage to
property values in transmission line condemnation cases based on the fear that
power lines cause cancer. It is difficult to predict what the impact on the
NEES companies would be if this cause of action is recognized in the states in
which NEES companies operate and in contexts other than condemnation cases.
Purchased power contract dispute
In October 1994, NEP was sued by MPLP, a venture of Enron Corporation
and Jones Capital that owns a 149 megawatt (MW) gas-fired power plant in
Milford, Massachusetts. NEP purchases 56 percent of the power output of the
facility under a long-term contract with MPLP. The suit alleges that NEP has
engaged in a scheme to cause MPLP and its power plant to fail and has
prevented MPLP from finding a long-term buyer for the remainder of the
facility's output. The complaint includes allegations that NEP has violated
the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in
unfair or deceptive acts in trade or commerce, and breached contracts. MPLP
also asserts that NEP deliberately misled regulatory bodies concerning the
Manchester Street Station repowering project. MPLP seeks compensatory damages
in an unspecified amount, as well as treble damages. NEP believes that the
allegations of wrongdoing are without merit. NEP has filed counterclaims and
crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking
monetary damages and termination of the purchased power contract.
MPLP also intervened in NEP's current rate filing before the FERC,
making similar allegations to those asserted in MPLP's lawsuit. Hearings on
this claim concluded in October 1995. An Administrative Law Judge initial
decision is expected by mid-1996.
<PAGE>
Liquidity and capital resources Capital requirements for 1995 and
projections for 1996 are shown below:
Year ended December 31 (millions of dollars) 1995 1996
---- ----
Cash expenditures for utility plant:
Manchester Street Station repowering project $ 98 $ 20
All other 231 225
Oil and gas exploration and development 18 15
---- ----
Total capital expenditures $347 $260
Maturing debt and prepayment requirements 66 24
---- ----
Total capital requirements $413 $284
---- ----
Cash from utility operations after
payment of dividends $261 $265
---- ----
Cash from oil and gas operations 52 35
---- ----
Total cash from operations after
payment of dividends $313 $300
The long-term financing activities of the NEES subsidiaries for 1995 and
projected long-term financings for 1996 are summarized as follows:
<TABLE>
<CAPTION>
1995 Actual 1996 Projected
----------- --------------
(millions of dollars) IssuesRetirements Issues Retirements
----------------- ------ -----------
<S> <C> <C> <C> <C>
NEP $ 60 $ 10 $ 40 $ 50
Massachusetts Electric 88 35 20
Narragansett 38 16 12 2
Granite State 5 3 1
Hydro-Transmission Companies 12 12
New England Energy
Incorporated (NEEI) 202 236 35
Narragansett Energy
Resources Company 32 1
----- ----- ---- ----
$425 $312 $ 72 $101
</TABLE>
Interest rates on long-term debt issued in 1995 range from 6.69 percent
to 8.46 percent. NEP and the retail subsidiaries have issued $42 million of
variable and fixed rate long-term debt to date in 1996 to refinance a like
amount of outstanding debt.
Net cash from operating activities provided all of the funds necessary
for oil and gas expenditures in 1995 and is projected to provide all of the
funds necessary in 1996. NEEI's 1995 oil and gas exploration and development
costs included $10 million of capitalized interest costs.
In 1995, NEP and Narragansett completed the 489 MW repowering of
Manchester Street Station. NEP owns a 90 percent interest and Narragansett
owns a 10 percent interest in the Manchester Street Station. The total cost
for the generating station will be approximately $450 million including AFDC.
In addition, related transmission improvements were placed in service in
September 1994 at a cost of approximately $60 million.
At December 31, 1995, NEES and its consolidated subsidiaries had lines
of credit and standby bond purchase facilities with banks totaling $683
million. These lines and facilities were used at December 31, 1995 for
liquidity support for $203 million of commercial paper borrowings and $342
million of NEP mortgage bonds in tax-exempt commercial paper mode. Fees are
paid on the lines and facilities in lieu of compensating balances.
<PAGE>
New England Electric System and Subsidiaries
Selected Financial Data
Year Ended December 31 (millions of dollars, except per share data)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Operating revenue:
Electric sales (excluding
fuel cost recovery) $1,521 $1,518 $1,488 $1,424 $1,358
Fuel cost recovery 600 568 582 597 585
Other utility revenue 121 117 117 118 114
Oil and gas sales 30 40 47 43 37
------ ------ ------ ------ ------
Total operating revenue $2,272 $2,243 $2,234 $2,182 $2,094
Net income $ 205 $ 199 $ 190 $ 185 $ 180
Average common shares
(000's) 64,944 64,970 64,970 64,970 64,917
Per share data:
Net income $3.15 $3.07 $ 2.93 $ 2.85 $ 2.77
Dividends declared $2.345 $2.285 $ 2.22 $ 2.14 $ 2.07
Return on average
common equity 12.8% 12.7% 12.6% 12.6% 12.6%
Total assets $5,191 $5,085 $4,796 $4,585 $4,450
Capitalization:
Common share equity $1,632 $1,581 $1,530 $1,487 $1,441
Minority interests 49 55 56 61 63
Cumulative preferred stock 147 147 147 162 162
Long-term debt 1,675 1,520 1,512 1,533 1,548
------ ------ ------ ------ ------
Total capitalization $3,503 $3,303 $3,245 $3,243 $3,214
Sales to ultimate
customers (millions
of kWh) 21,311 21,155 20,832 20,554 20,470
Cost per kWh to ultimate
customers (cents) 9.54 9.29 9.50 9.43 8.99
System maximum
demand (MW) 4,381 4,385 4,081 3,964 4,250
Electric capability
(MW net)-year end 5,482 5,533 5,362 5,479 5,645
Number of employees 4,832 4,990 4,969 5,415 5,533
Number of customers 1,313,811 1,300,198 1,288,184 1,277,281 1,257,213
</TABLE>
<PAGE>
New England Electric System and Subsidiaries
Statements of Consolidated Income
Year ended December 31 (thousands of dollars, except per share data)
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Operating revenue $2,271,712 $2,243,029 $2,233,978
---------- ---------- ----------
Operating expenses:
Fuel for generation 237,498 220,956 227,182
Purchased electric energy 548,370 514,143 527,307
Other operation 500,721 494,741 492,079
Maintenance 136,058 161,473 146,219
Depreciation and amortization 264,666 301,123 296,631
Taxes, other than income taxes 132,631 125,840 120,493
Income taxes 128,340 128,257 121,124
---------- ---------- ----------
Total operating expenses 1,948,284 1,946,533 1,931,035
---------- ---------- ----------
Operating income 323,428 296,496 302,943
Other income:
Allowance for equity funds used
during construction 7,852 10,169 3,795
Equity in income of generating
companies 10,552 9,758 11,016
Other income (expense), net (6,306) (3,856) (1,154)
---------- ---------- ----------
Operating and other income 335,526 312,567 316,600
---------- ---------- ----------
Interest:
Interest on long-term debt 108,365 93,500 100,777
Other interest 19,826 11,298 9,809
Allowance for borrowed funds used
during construction (14,016) (7,793) (2,816)
---------- ---------- ----------
Total interest 114,175 97,005 107,770
---------- ---------- ----------
Income after interest 221,351 215,562 208,830
Preferred dividends of subsidiaries 8,690 8,697 10,585
Minority interests 7,904 7,439 8,022
---------- ---------- ----------
Net income $ 204,757 $ 199,426 $ 190,223
---------- ---------- ----------
Average common shares 64,944,187 64,969,652 64,969,652
Per share data:
Net income $ 3.15 $ 3.07 $ 2.93
Dividends declared $ 2.345 $ 2.285 $ 2.22
Statements of Consolidated Retained Earnings
Year ended December 31 (thousands of dollars)
1995 1994 1993
---------- ---------- ----------
Retained earnings at beginning
of year $ 779,045 $ 728,075 $ 684,132
Net income 204,757 199,426 190,223
Dividends declared on common
shares (152,273) (148,456) (144,233)
Premium on redemption of
preferred stock of
subsidiaries (2,047)
---------- ---------- ----------
Retained earnings at end of year $ 831,529 $ 779,045 $ 728,075
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
New England Electric System and Subsidiaries
Consolidated Balance Sheets
At December 31 (thousands of dollars)
Assets 1995 1994
---------- ----------
Utility plant, at original cost $5,480,001 $4,914,807
Less accumulated provisions for depreciation and
amortization 1,710,991 1,610,378
---------- ----------
3,769,010 3,304,429
Net investment in Seabrook 1 under rate
settlement (Note A) 15,210 38,283
Construction work in progress 71,682 374,009
---------- ----------
Net utility plant 3,855,902 3,716,721
---------- ----------
Oil and gas properties, at full cost (Note A) 1,266,290 1,248,343
Less accumulated provision for amortization 1,032,777 964,069
---------- ----------
Net oil and gas properties 233,513 284,274
---------- ----------
Investments:
Nuclear power companies, at equity (Note D) 47,056 46,349
Other subsidiaries, at equity 40,259 42,195
Other investments 87,992 50,895
---------- ----------
Total investments 175,307 139,439
---------- ----------
Current assets:
Cash 7,064 3,047
Accounts receivable, less reserves of $18,308
and $15,095 284,033 295,627
Unbilled revenues (Note A) 66,300 55,900
Fuel, materials, and supplies, at average cost 73,724 94,431
Prepaid and other current assets 77,673 76,718
---------- ----------
Total current assets 508,794 525,723
---------- ----------
Deferred charges and other assets (Note B) 417,360 418,684
---------- ----------
$5,190,876 $5,084,841
========== ==========
Capitalization and Liabilities
Capitalization (see accompanying statements):
Common share equity $1,631,779 $1,580,838
Minority interests in consolidated subsidiaries 48,912 55,066
Cumulative preferred stock of subsidiaries 147,016 147,016
Long-term debt 1,675,170 1,520,488
---------- ----------
Total capitalization 3,502,877 3,303,408
---------- ----------
Current liabilities:
Long-term debt due within one year 23,960 65,920
Short-term debt 203,250 233,970
Accounts payable 157,486 168,937
Accrued taxes 15,894 11,002
Accrued interest 27,455 25,193
Dividends payable 38,683 37,154
Other current liabilities (Note F) 73,104 93,251
---------- ----------
Total current liabilities 539,832 635,427
---------- ----------
Deferred federal and state income taxes 780,451 751,855
Unamortized investment tax credits 93,408 94,930
Other reserves and deferred credits 274,308 299,221
Commitments and contingencies (Note D)
---------- ----------
$5,190,876 $5,084,841
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
New England Electric System and Subsidiaries
Consolidated Statements of Cash Flows
Year ended December 31 (thousands of dollars)
<TABLE>
<CAPTION> 1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Operating activities
Net income $ 204,757 $ 199,426 $ 190,223
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 270,292 305,908 300,444
Deferred income taxes and
investment tax credits, net 24,056 41,741 4,105
Allowance for funds used during
construction (21,868) (17,962) (6,611)
Amortization of unbilled revenues (8,209) (38,458) (2,700)
Minority interests 7,904 7,439 8,022
Early retirement program 23,922
Decrease (increase) in accounts
receivable, net and unbilled
revenues 1,194 (33,107) (27,503)
Decrease (increase) in fuel,
materials, and supplies 20,707 (20,117) 13,786
Decrease (increase) in prepaid
and other current assets (955) (7,714) 5,904
Increase (decrease) in accounts
payable (11,451) 40,595 (42,967)
Increase (decrease) in other
current liabilities (4,784) (25,676) 64,658
Other, net (11,790) (34,109) (32,632)
--------- --------- ---------
Net cash provided by
operating activities $ 469,853 $ 417,966 $ 498,651
--------- --------- ---------
Investing activities
Plant expenditures, excluding
allowance for funds used
during construction $(329,385) $(438,016) $(304,659)
Oil and gas exploration and
development (17,947) (28,233) (18,965)
Other investing activities (32,460) (18,830) (107)
--------- --------- ---------
Net cash used in investing
activities $(379,792) $(485,079) $(323,731)
--------- --------- ---------
Financing activities
Dividends paid to minority interests $ (12,159) $ (8,416) $ (10,622)
Dividends paid on NEES common shares (151,335) (148,063) (142,352)
Short-term debt (30,720) 162,195 29,525
Long-term debt-issues 425,000 97,000 372,500
Long-term debt-retirements (311,920) (34,920) (395,820)
Preferred stock-issues 55,000
Preferred stock-retirements (512) (70,000)
Premium on reacquisition of
long-term debt (2,003) (10,996)
Premium on redemption of
preferred stock (2,047)
Return of capital to minority
interests and related premium (1,364)
Repurchase of common shares (1,543)
--------- --------- ---------
Net cash provided by (used in)
financing activities $ (86,044) $ 67,284 $(174,812)
--------- --------- ---------
Net increase in cash and cash
equivalents $ 4,017 $ 171 $ 108
Cash and cash equivalents at
beginning of year 3,047 2,876 2,768
--------- --------- ---------
Cash and cash equivalents at
end of year $ 7,064 $ 3,047 $ 2,876
--------- --------- ---------
Supplementary information
Interest paid less amounts capitalized $ 105,459 $ 90,500 $ 97,518
--------- --------- ---------
Federal and state income taxes paid $ 68,312 $ 114,597 $ 124,853
--------- --------- ---------
Dividends received from investments
at equity $ 14,748 $ 15,350 $ 14,404
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
New England Electric System and Subsidiaries
Consolidated Statements of Capitalization
At December 31 (thousands of dollars)
<TABLE>
<CAPTION>
Common share equity 1995 1994
---------- ----------
<S> <C> <C>
Common shares, par value $1 per share
Authorized-150,000,000 shares
Issued-64,969,652 shares $ 64,970 $ 64,970
Outstanding-64,923,721 and
64,969,652 shares, respectively
Paid-in capital 736,823 736,823
Retained earnings 831,529 779,045
Treasury stock-45,931 shares (1,543)
---------- ----------
Total common share equity $1,631,779 $1,580,838
</TABLE>
<TABLE>
<CAPTION>
Shares outstanding
Cumulative preferred stock
of subsidiaries 1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
$100 Par value-
4.44% to 4.76% 430,140 430,140 $ 43,014 $ 43,014
6.00% to 7.24% 525,020 525,020 52,502 52,502
$50 Par value-
4.50% to 6.95% 730,000 730,000 36,500 36,500
$25 Par value-
6.84% 600,000 600,000 15,000 15,000
-------- -------- -------- --------
Total cumulative preferred
stock of subsidiaries
(annual dividend requirement
of $8,690 for 1995 and 1994) 2,285,160 2,285,160 $147,016 $147,016
</TABLE>
<TABLE>
<CAPTION>
Long-term debt (Note G) Maturity Rate 1995 1994
------------------------------ --------- ---------
<S> <C> <C> <C> <C>
Mortgage bonds* 1995 through 19994.730% 8.280% $ 183,500 $ 203,500
2000 through 20046.240% 8.520% 243,500 187,500
2005 through 20146.110% 8.450% 74,000 35,000
2015 through 20257.050% 9.125% 472,550 422,550
2018 through 2022 Variable 342,000 342,000
Notes
Granite State Electric Company1996 through 2025 7.370% 12.550% 16,000 14,400
New England Energy Incorporated 2002 Variable 182,000 216,000
Hydro-Transmission Companies 2001 through 20158.820% 9.410% 159,530 171,050
Narragansett Energy Resources
Company 2010 7.250% 32,000
Unamortized discounts and premiums, net (5,950) (5,592)
--------- ---------
Total long-term debt 1,699,130 1,586,408
--------- ---------
Long-term debt due in one year (23,960) (65,920)
--------- ---------
$1,675,170 $1,520,488
<FN>
*Includes $392,350 issued to secure tax-exempt pollution control and solid waste disposal
revenue bonds issued by state agencies on behalf of New England Power Company.
</FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
New England Electric System and Subsidiaries
Notes to Consolidated Financial Statements
Note A - Significant accounting policies
1. Nature of operations
New England Electric System (NEES) is a public utility holding company.
NEES and its subsidiaries constitute the second largest electric utility
system in New England. Its core business activities are the generation,
transmission, distribution, and sale of electric energy and the delivery of
related services, including energy efficiency improvements, to residential,
commercial, industrial, and municipal customers. Other business activities
include independent transmission projects, energy management consultation, and
rate-regulated domestic oil and gas operations.
2. Basis of consolidation and financial statement presentation
The consolidated financial statements include the accounts of NEES and all
subsidiaries except New England Electric Transmission Corporation, which is
recorded under the equity method. Presentation of this subsidiary on the
equity basis is not material to the consolidated financial statements. New
England Power Company (NEP) has a minority interest in four regional nuclear
generating companies (Yankees). Narragansett Energy Resources Company (NERC)
has a 20 percent general partnership interest in the Ocean State Power (OSP)
generating facility. NEP and NERC account for these ownership interests under
the equity method.
NEES owns 50.4 percent of the outstanding common stock of both New England
Hydro-Transmission Electric Company, Inc. and New England Hydro-Transmission
Corporation (Hydro-Transmission Companies). The consolidated financial
statements include 100 percent of the assets, liabilities, and earnings of the
Hydro-Transmission Companies. Minority interests, which represent the minority
stockholders' proportionate share of the equity and income of the
Hydro-Transmission Companies, have been separately disclosed on the NEES
consolidated balance sheets and income statements.
NEP is also a 12 percent and 10 percent joint owner, respectively, of the
Millstone 3 and Seabrook 1 nuclear generating units, each 1,150 megawatts
(MW). NEP's net investment in Millstone 3, included in "Net utility plant", is
approximately $392 million. NEP's unamortized pre-1988 investment in Seabrook
1, is approximately $15 million and is shown separately on the consolidated
balance sheets. It will be fully amortized in 1996, pursuant to a settlement
agreement. NEP's net investment in Seabrook 1 since January 1, 1988, which is
approximately $54 million, is included in "Utility plant" on the consolidated
balance sheets. It is being depreciated over the term of Seabrook 1's
operating license. NEP's share of expenses for these units is included in
"Operating expenses".
The accounts of NEES and its utility subsidiaries are maintained in
accordance with the Uniform System of Accounts prescribed by regulatory bodies
having jurisdiction. All significant intercompany transactions between
consolidated subsidiaries have been eliminated.
In preparing the financial statements, management is required to make
estimates that affect the reported amounts of assets and liabilities and
disclosures of asset recovery and contingent liabilities as of the date of the
balance sheets and revenues and expenses for the period. These estimates may
differ from actual amounts if future circumstances cause a change in the
assumptions used to calculate these estimates.
<PAGE>
3. Electric sales revenue
Massachusetts Electric Company (Massachusetts Electric) and The
Narragansett Electric Company (Narragansett), pursuant to rate agreements that
went into effect in 1993 and 1994, respectively, began accruing revenues for
electricity delivered but not yet billed (unbilled revenues). Unbilled
revenues at December 31, 1995, 1994, and 1993 were $66 million, $56 million,
and $43 million, respectively, of which $18 million, $37 million, and $11
million were recognized in income in the respective years. Included in these
income amounts are $8 million, $38 million, and $3 million, respectively,
which represent amortization of the initial effect of recording unbilled
revenues, in accordance with the retail rate agreements. Accrued revenues are
also recorded in accordance with rate adjustment mechanisms.
4. Allowance for funds used during construction (AFDC)
The utility subsidiaries capitalize AFDC as part of construction costs.
AFDC represents the composite interest and equity costs of capital funds used
to finance that portion of construction costs not eligible for inclusion in
rate base. In 1995, an average of $25 million of construction work in progress
was included in rate base, all of which was attributable to the Manchester
Street Station repowering project. AFDC is capitalized in "Utility plant" with
offsetting non-cash credits to "Other income" and "Interest". This method is
in accordance with an established rate-making practice under which a utility
is permitted a return on, and the recovery of, prudently incurred capital
costs through their ultimate inclusion in rate base and in the provision for
depreciation. The composite AFDC rates were 7.3 percent, 7.6 percent, and 7.4
percent, in 1995, 1994, and 1993, respectively.
5. Depreciation and amortization
<TABLE>
The depreciation and amortization expense included in the statements of
consolidated income is composed of the following:
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------ ----- -----
<S> <C> <C> <C>
Depreciation $159,510 $136,746 $127,428
Nuclear decommissioning costs (Note D-4) 2,629 1,951 1,951
Amortization:
Oil and gas properties (Note A-6) 68,708 79,232 90,399
Investment in Seabrook 1 under
rate settlement (Note A-2) 23,073 65,061 58,437
Oil Conservation Adjustment 4,467 11,854 12,137
Property losses 6,279 6,279 6,279
Total depreciation and amortization expense $264,666 $301,123 $296,631
</TABLE>
Depreciation is provided annually on a straight-line basis. The provision
for depreciation as a percentage of weighted average depreciable property was
3.3 percent in 1995, 3.1 percent in 1994, and 3.0 percent in 1993. The Oil
Conservation Adjustment was designed to recover expenditures for coal
conversion facilities at NEP's Salem Harbor Station. These costs were fully
amortized at December 31, 1995.
6. Oil and gas operations
New England Energy Incorporated (NEEI) participates in a rate-regulated
domestic oil and gas exploration, development, and production program through
a partnership with a non-affiliated oil company. This program consists of
prospects acquired prior to December 31, 1983. No new prospects will be
acquired under this program. However, NEEI continues to incur costs in
connection with existing prospects.
<PAGE>
Losses from this program are passed on to NEP and, ultimately, to retail
customers under an intercompany pricing policy (Pricing Policy) approved by
the Securities and Exchange Commission (SEC). NEEI has incurred operating
losses since 1986 due to low oil and gas prices, and expects to incur
substantial additional losses in the future. Such losses were $44 million, $40
million, and $46 million in 1995, 1994, and 1993, respectively. NEP's ability
to pass these losses on to its customers was favorably resolved in NEP's 1988
Federal Energy Regulatory Commission (FERC) rate settlement. This settlement
covered all costs incurred by or resulting from commitments made by NEEI
through March 1, 1988. Other subsequent costs incurred by NEEI are subject to
normal regulatory review.
NEEI follows the full cost method of accounting for its oil and gas
operations, under which capitalized costs (including interest paid to banks)
relating to wells and leases, determined to be either commercial or
non-commercial, are amortized using the unit of production method. The Pricing
Policy has allowed NEEI to capitalize all costs incurred in connection with
fuel exploration activities of its rate-regulated program, including interest
paid to banks, of which $10 million was capitalized in 1995 and 1994, and $9
million in 1993, respectively. In the absence of the Pricing Policy, the SEC's
cost center "ceiling test" rule requires non-rate-regulated companies to write
down capitalized costs to a level which approximates the present value of
their proved oil and gas reserves. Based on NEEI's 1995 average oil and gas
selling prices, application of the ceiling test would have resulted in a
write-down of approximately $112 million after tax ($178 million before tax)
at December 31, 1995.
7. Cash
NEES and its subsidiaries classify short-term investments with a maturity
of 90 days or less as cash.
Note B - Competitive conditions
The electric utility business is being subjected to rapidly increasing
competitive pressures and increasing demands for customer choice. Accordingly,
in February 1996, Massachusetts Electric filed a plan, Choice: New England,
with Massachusetts regulators, which would allow all customers of electric
utilities in Massachusetts to choose their power supplier beginning in 1998.
Under Choice: New England, pricing of generation would be deregulated while
transmission and distribution rates would remain regulated, although subject
to greater rewards and penalties based on performance. Choice: New England
proposes that the cost of past commitments to serve customers be recovered
through a wires access charge. Those past commitments, currently estimated at
approximately $4 billion on a present value basis, include generating plant
commitments, regulatory assets, power contracts, and nuclear costs independent
of operation.
Historically, electric utility rates have been based on a utility's costs.
As a result, electric utilities are subject to certain accounting standards
that are not applicable to other business enterprises in general. Financial
Accounting Standards No. 71, Accounting for the Effects of Certain Types of
Regulation (FAS 71), requires regulated entities, in appropriate
circumstances, to establish regulatory assets and liabilities, and thereby
defer the income statement impact of certain costs that are expected to be
recovered in future rates. The effects of regulatory, legislative, or utility
initiatives, such as proposed legislation in Rhode Island or Choice: New
England, could, in the near future, cause all or a portion of the operations
of its subsidiaries to cease meeting the criteria of FAS 71. In that event,
<PAGE>
the application of FAS 71 to such operations would be discontinued and a
non-cash write-off of previously established regulatory assets and liabilities
related to such operations would be required. In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of (FAS 121). This standard clarifies when and how to
recognize an impairment of long-lived assets. If competitive or regulatory
change should cause a substantial revenue loss or lead to the permanent
shutdown of any generating facilities, a substantial write-down of plant
assets could be required pursuant to FAS 121. At December 31, 1995, NEES had
consolidated net plant investments totaling approximately $3.9 billion, of
which approximately $1.6 billion relates to its subsidiaries' generation
business and approximately $2.3 billion relates to its subsidiaries'
transmission and distribution businesses. In addition, FAS 121 requires that
all regulatory assets, which must have a high probability of recovery to be
initially established, must continue to meet that high probability standard to
avoid being written off. However, if written off, a regulatory asset can be
restored if it again has a high probability of recovery. FAS 121, which is
effective for NEES and its subsidiaries in January 1996, is not expected to
have a material adverse impact on the financial condition or results of
operations upon adoption, based on the current regulatory environment in which
NEES's subsidiaries operate. However, the impact in the future may change as
competitive factors and potential restructuring influence the electric utility
industry.
<PAGE>
<TABLE>
The components of regulatory assets are as follows:
<CAPTION>
At December 31 (thousands of dollars) 1995 1994
-------- --------
<S> <C> <C>
Oil and gas properties:
in excess of SEC "Ceiling Test" (see Note A-6) $178,200 $190,100
-------- --------
Regulatory assets included in current assets
and liabilities:
Accrued NEEI losses (see Note A-6) 43,731 39,794
Rate adjustment mechanisms (see Note F) (6,720) (14,334)
Unamortized unbilled revenues (see Note A-3) (8,209)
-------- --------
37,011 17,251
-------- --------
Regulatory assets included in deferred charges:
Accrued Yankee Atomic costs (see Note D-4) 67,566 122,452
Unamortized losses on reacquired debt 54,583 56,249
Deferred SFAS No. 106 costs (see Note E-2) 38,669 41,009
Deferred SFAS No. 109 costs (see Note C) 74,083 74,423
Purchased power contract termination costs 23,494 29,012
Deferred gas pipeline charges (see Note D-2) 62,873 37,562
Environmental response costs (see Note D-3) 19,276 13,167
Deferred storm costs 8,259 10,822
Unamortized property losses 12,044 7,373
Other 24,109 5,111
-------- --------
384,956 397,180
-------- --------
$600,167 $604,531
</TABLE>
Approximately $500 million of the regulatory assets in the table above
relate to NEES subsidiaries' generation business and the remaining $100
million relate to NEES subsidiaries' transmission and distribution businesses.
Approximately $350 to $400 million of the regulatory assets at December 31,
1995 listed above are expected to be recovered within the next five years.
Additional deferred charges included in "Deferred charges and other assets" on
the consolidated balance sheets, that do not represent regulatory assets,
totaled $32,404,000 and $21,504,000 at December 31, 1995 and 1994,
respectively.
Note C - Income taxes
<TABLE>
Total income taxes in the statements of consolidated income are as follows:
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Income taxes charged to operations $128,340 $128,257 $121,124
Income taxes charged to "Other income" 762 779 3,147
------- ------- -------
Total income taxes $129,102 $129,036 $124,271
Total income taxes, as shown above, consist of the following components:
Year ended December 31 (thousands of dollars) 1995 1994 1993
-------- ------- -------
Current income taxes $105,046 $ 87,295 $120,167
Deferred income taxes 25,578 46,166 7,756
Investment tax credits, net (1,522) (4,425) (3,652)
-------- ------- -------
Total income taxes $129,102 $129,036 $124,271
</TABLE>
<PAGE>
<TABLE>
Total income taxes, as shown on previous page, consist of federal and state
components as follows:
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Federal income taxes $103,503 $104,136 $ 98,529
State income taxes 25,599 24,900 25,742
------- ------- -------
Total income taxes $129,102 $129,036 $124,271
</TABLE>
Investment tax credits of subsidiaries are deferred and amortized over the
estimated lives of the property giving rise to the credits. Although
investment tax credits were generally eliminated by the Tax Reform Act of
1986, additional carryforward amounts continue to be recognized.
With regulatory approval, the subsidiaries have adopted comprehensive
interperiod tax allocation (normalization) for temporary book/tax differences.
Total income taxes differ from the amounts computed by applying the federal
statutory tax rates to income before taxes. The reasons for the differences
are as follows:
<TABLE>
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Computed tax at statutory rate $119,892 $118,006 $113,778
Increases (reductions) in tax resulting from:
Reversal of deferred taxes recorded
at a higher rate (3,306) (4,230) (5,099)
Amortization of investment tax credits (4,443) (5,272) (4,697)
State income tax, net of federal income
tax benefit 16,639 16,185 16,732
All other differences 320 4,347 3,557
------- ------- -------
Total income taxes $129,102 $129,036 $124,271
The following table identifies the major components of total deferred
income taxes:
At December 31 (millions of dollars) 1995 1994
----- -----
Deferred tax asset:
Plant related $ 104 $ 107
Investment tax credits 38 38
All other 122 108
----- -----
264 253
----- -----
Deferred tax liability:
Plant related (788) (777)
Equity AFDC (56) (52)
All other (200) (176)
----- -----
(1,044) (1,005)
----- -----
Net deferred tax liability $ (780) $ (752)
</TABLE>
There were no valuation allowances for deferred tax assets deemed
necessary.
Federal income tax returns for NEES and its subsidiaries have been examined
and reported on by the Internal Revenue Service (IRS) through 1991. The
returns for 1992 and 1993 are currently under examination by the IRS.
<PAGE>
Note D - Commitments and contingencies
1. Plant expenditures
The NEES subsidiaries' utility plant expenditures are estimated to be $245
million in 1996. At December 31, 1995, substantial commitments had been made
relative to future planned expenditures.
2. Natural gas pipeline capacity
In connection with serving NEP's gas-burning electric generation
facilities, NEP has entered into several contracts for natural gas pipeline
capacity and gas supply. These agreements require minimum fixed payments that
are currently estimated to be approximately $60 million to $65 million per
year from 1996 to 2000. Remaining fixed payments from 2001 through 2014 total
approximately $625 million.
As part of a rate settlement, NEP was recovering 50 percent of the fixed
pipeline capacity payments through its current fuel clause and deferring the
recovery of the remaining 50 percent until the Manchester Street repowering
project was completed. These deferrals ended in November 1995, at which time
NEP had deferred payments of approximately $63 million which will be amortized
over 25 years in accordance with rate settlements (see Note B).
In connection with managing its fuel supply, NEP uses a portion of this
pipeline capacity to sell natural gas. Proceeds from the sale of natural gas
and pipeline capacity of $71 million, $55 million, and $21 million in 1995,
1994, and 1993, respectively, have been passed on to customers through NEP's
fuel clause. These proceeds have been included in "Fuel for generation" in
NEP's statements of income as an offset to the related fuel expense. Natural
gas sales are expected to decrease as a result of the Manchester Street
Station entering commercial operation in the second half of 1995.
3. Hazardous waste
The Federal Comprehensive Environmental Response, Compensation and
Liability Act, more commonly known as the "Superfund" law, imposes strict,
joint and several liability, regardless of fault, for remediation of property
contaminated with hazardous substances. A number of states, including
Massachusetts, have enacted similar laws.
The electric utility industry typically utilizes and/or generates a range
of potentially hazardous products and by-products in its operations. NEES
subsidiaries currently have an environmental audit program in place intended
to enhance compliance with existing federal, state, and local requirements
regarding the handling of potentially hazardous products and by-products.
NEES and/or its subsidiaries have been named as potentially responsible
parties (PRPs) by either the U.S. Environmental Protection Agency (EPA) or the
Massachusetts Department of Environmental Protection for 22 sites at which
hazardous waste is alleged to have been disposed. Private parties have also
contacted or initiated legal proceedings against NEES and certain subsidiaries
regarding hazardous waste cleanup. The most prevalent types of hazardous waste
sites with which NEES and its subsidiaries have been associated are
manufactured gas locations. (Until the early 1970s, NEES was a combined
electric and gas holding company system.) NEES is aware of approximately 40
such locations (including eight of the 22 locations for which NEES companies
are PRPs) mostly located in Massachusetts. NEES and its subsidiaries are
currently aware of other sites, and may in the future become aware of
additional sites, that they may be held responsible for remediating.
<PAGE>
NEES has been notified by the EPA that it is one of several PRPs for
cleanup of the Pine Street Canal Superfund site in Burlington, Vermont, where
coal tar and other materials were deposited. Between 1931 and 1951, NEES and
its predecessor owned all of the common stock of Green Mountain Power
Corporation (GMP). Prior to, during, and after that time, gas was manufactured
at the Pine Street Canal site by GMP. In 1989, NEES was one of 14 parties
required to pay the EPA's past response costs related to this site. NEES
remains a PRP for ongoing and future response costs. In November 1992, the EPA
proposed a cleanup plan estimated by the EPA to cost $50 million. In June
1993, the EPA withdrew this cleanup plan in response to public concern about
the plan and its cost. The cost of any cleanup plan and NEES's share of such
cost are uncertain at this time. NEES has been involved in settlement
negotiations, which it expects to conclude in 1996, to determine NEES's
apportioned share of these costs. NEES believes it has adequate reserves
for this site.
In 1993, the Massachusetts Department of Public Utilities approved a
Massachusetts Electric rate agreement that allows for remediation costs of
former manufactured gas sites and certain other hazardous waste sites located
in Massachusetts to be met from a non-rate-recoverable, interest-bearing fund
of $30 million established on Massachusetts Electric's books in 1993.
Rate-recoverable contributions of $3 million, adjusted for inflation, are
added to the fund annually in accordance with the agreement. Any shortfalls in
the fund would be paid by Massachusetts Electric and be recovered through
rates over seven years.
Predicting the potential costs to investigate and remediate hazardous waste
sites continues to be difficult. There are also significant uncertainties as
to the portion, if any, of the investigation and remediation costs of any
particular hazardous waste site that may ultimately be borne by NEES or its
subsidiaries. Where appropriate, the NEES companies intend to seek recovery
from their insurers and from other PRPs, but it is uncertain whether, and to
what extent, such efforts will be successful. At December 31, 1995, NEES had
total reserves for environmental response costs of $50 million and a related
regulatory asset of $19 million. NEES believes that hazardous waste
liabilities for all sites of which it is aware, and which are not covered by a
rate agreement, are not material to its financial position.
4. Nuclear plant decommissioning and nuclear fuel disposal
NEP is recovering its share of projected decommissioning costs for
Millstone 3 and Seabrook 1 through depreciation expense. Projected
decommissioning costs include estimated costs to decontaminate the units as
required by the Nuclear Regulatory Commission (NRC), as well as costs to
dismantle the non-contaminated portion of the units. NEP records
decommissioning cost expense on its books consistent with its rate recovery.
In addition, NEP is paying its portion of projected decommissioning costs for
all of the Yankees through purchased power expense. Such costs reflect
estimates of total decommissioning costs approved by the FERC.
NEP has a 30 percent ownership interest in Yankee Atomic Electric Company
(Yankee Atomic), which owns a 185 MW nuclear generating station in Rowe,
Massachusetts. In 1992, the Yankee Atomic board of directors decided to
permanently cease power operation of, and in time decommission, the facility.
NEP has recorded an estimate of its total future payment obligations for post
operating costs to Yankee Atomic as a liability and an offsetting regulatory
asset of $68 million each at December 31, 1995, reflecting its expected future
rate recovery of such costs (see Note B).
<PAGE>
Each of the operating nuclear units in which NEP has an ownership interest
has established decommissioning trust funds or escrow funds into which
payments are being made to meet the projected costs of decommissioning each
plant. Listed below is information on each operating nuclear plant in which
NEP has an ownership interest.
<TABLE>
<CAPTION>
NEP's share of (millions of dollars)
------------------------------------
Estimated
OwnershipDecommissioning Fund License
Unit Interest Cost (in 1995 $) Balances** Expiration
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Connecticut Yankee 15% 58 27 2007
Maine Yankee*** 20% 71 28 2008
Vermont Yankee 20% 71 27 2012
Millstone 3* 12% 58 14 2025
Seabrook 1* 10% 43 6 2026
*Fund balances are included in "Other investments" on the balance sheets and
approximate market value.
**Certain additional amounts are anticipated to be available through tax
deductions.
***A Maine statute provides that if both Maine Yankee and its decommissioning
trust fund have insufficient assets to pay for the plant decommissioning, the
owners of Maine Yankee are jointly and severally liable for the shortfall.
</TABLE>
There is no assurance that decommissioning costs actually incurred by the
Yankees, Millstone 3, or Seabrook 1 will not substantially exceed these
amounts. For example, decommissioning cost estimates assume the availability
of permanent repositories for both low-level and high-level nuclear waste that
do not currently exist. If any of the units were shut down prior to the end of
their operating licenses, the funds collected for decommissioning to that
point would be insufficient.
The Nuclear Waste Policy Act of 1982 establishes that the federal
government is responsible for the disposal of spent nuclear fuel. The federal
government requires NEP to pay a fee based on its share of the net generation
from Millstone 3 and Seabrook 1. NEP is recovering this fee through its fuel
clause. Similar costs are incurred by Connecticut Yankee, Maine Yankee, and
Vermont Yankee. These costs are billed to NEP and also recovered from
customers through NEP's fuel clause.
5. Nuclear insurance
The Price-Anderson Act limits the amount of liability claims that would
have to be paid in the event of a single incident at a nuclear plant to $8.9
billion (based upon 110 licensed reactors). The maximum amount of commercially
available insurance coverage to pay such claims is $200 million. The remaining
$8.7 billion would be provided by an assessment of up to $79.3 million per
incident levied on each of the participating nuclear units in the United
States, subject to a maximum assessment of $10 million per incident per
nuclear unit in any year. The maximum assessment, which was most recently
adjusted in 1993, is adjusted for inflation at least every five years. NEP's
current interest in the Yankees (excluding Yankee Atomic), Millstone 3, and
Seabrook 1 would subject NEP to a $58 million maximum assessment per incident.
NEP's payment of any such assessment would be limited to a maximum of $7.3
million per incident per year. As a result of the permanent cessation of power
operation of the Yankee Atomic plant, Yankee Atomic has received from the NRC
a partial exemption from obligations under the Price-Anderson Act. However,
Yankee Atomic must continue to maintain $100 million of commercially available
nuclear insurance coverage.
<PAGE>
Each of the nuclear units in which NEP has an ownership interest also
carries nuclear property insurance to cover the costs of property damage,
decontamination or premature decommissioning, and workers' claims resulting
from a nuclear incident. These policies may require additional premium
assessments if losses relating to nuclear incidents at units covered by this
insurance occurring in a prior six year period exceed the accumulated funds
available. NEP's maximum potential exposure for these assessments, either
directly, or indirectly through purchased power payments to the Yankees, is
approximately $18 million per year.
6. Long-term contracts for the purchase of electricity
NEP purchases a portion of its electricity requirements pursuant to
long-term contracts that expire in various years from 1996 to 2029, with
owners of various generating units.
Certain of these contracts require NEP to make minimum fixed payments, even
when the supplier is unable to deliver power, to cover NEP's proportionate
share of the capital and fixed operating costs of these generating units. The
fixed portion of payments under these contracts totaled $215 million in 1995,
$190 million in 1994, and $220 million in 1993. These contracts have minimum
fixed payment requirements of $190 million in 1996, $185 million in 1997, $190
million in 1998, $180 million in 1999 and 2000, and approximately $1.8 billion
thereafter. Approximately 97 percent of the payments under these contracts are
to the Yankees (excluding Yankee Atomic-see Note D-4) and OSP, entities in
which NEES subsidiaries hold ownership interests.
NEP's other contracts, principally with non-utility generators, require NEP
to make payments only if power supply capacity and energy are deliverable from
such suppliers. NEP's payments under these contracts amounted to $245 million
in 1995, and $210 million in 1994 and 1993, respectively.
7. Purchased power contract dispute
In October 1994, NEP was sued by Milford Power Limited Partnership (MPLP),
a venture of Enron Corporation and Jones Capital that owns a 149 MW gas-fired
power plant in Milford, Massachusetts. NEP purchases 56 percent of the power
output of the facility under a long-term contract with MPLP. The suit alleges
that NEP has engaged in a scheme to cause MPLP and its power plant to fail and
has prevented MPLP from finding a long-term buyer for the remainder of the
facility's output. The complaint includes allegations that NEP has violated
the Federal Racketeer Influenced and Corrupt Organizations Act, engaged in
unfair or deceptive acts in trade or commerce, and breached contracts. MPLP
also asserts that NEP deliberately misled regulatory bodies concerning the
Manchester Street Station repowering project. MPLP seeks compensatory damages
in an unspecified amount, as well as treble damages. NEP believes that the
allegations of wrongdoing are without merit. NEP has filed counterclaims and
crossclaims against MPLP, Enron Corporation, and Jones Capital, seeking
monetary damages and termination of the purchased power contract.
MPLP also intervened in NEP's current rate filing before the FERC, making
similar allegations to those asserted in MPLP's lawsuit. Hearings on this
claim concluded in October 1995. An Administrative Law Judge initial decision
is expected by mid-1996.
<PAGE>
Note E - Employee benefits
1. Pension plans
The NEES companies' retirement plans are noncontributory defined-benefit
plans covering substantially all employees. The plans provide pension benefits
based on the employee's compensation during the five years prior to
retirement. The NEES companies' funding policy is to contribute each year the
net periodic pension cost for that year. However, the contribution for any
year will not be less than the minimum contribution required by federal law or
greater than the maximum tax deductible amount.
<TABLE>
Net pension cost for 1995, 1994, and 1993 included the following
components:
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Service cost-benefits earned during the period $ 14,167 $13,715 $11,160
Plus (less):
Interest cost on projected benefit obligation 54,821 49,067 49,346
Return on plan assets at expected
long-term rate (49,691) (47,281) (45,032)
Amortization 5,589 5,781 1,364
------- ------- -------
Net pension cost $ 24,886 $21,282 $16,838
------- ------- -------
Actual return on plan assets $130,979 $ 4,384 $69,208
Year ended December 31
(thousands of dollars) 1996 1995 1994 1993
----- ----- ----- -----
<S> <C> <C> <C> <C>
Assumptions used to determine
pension cost:
Discount rate 7.25% 8.25% 7.25% 8.25%
Average rate of increase in future
compensation levels 4.13% 4.63% 4.35% 5.35%
Expected long-term rate of return
on assets 8.50% 8.75% 8.75% 8.75%
</TABLE>
Service cost for 1993 does not reflect $28 million of costs incurred in
connection with an early retirement and special severance program offered by
the NEES subsidiaries in that year. The increase in 1995 costs reflects
additional amounts recorded in the fourth quarter related to certain
supplemental benefit changes.
<PAGE>
<TABLE>
<CAPTION>
The following table sets forth the plans' funded status at December 31 (millions of
dollars):
-----------------------------------------------------------
Retirement Plans
-----------------------------------------------------------
1995 1994
-----------------------------------------------------------
Union Non-UnionSupple- Union Non-UnionSupple-
Employee Employee mental Employee Employee mental
Plans Plans Plans Plans Plans Plans
<S> <C> <C> <C> <C> <C> <C>
Benefits earned
Actuarial present value
of accumulated benefit
liability:
Vested $293 $343 $60 $251 $308 $38
Non-vested 8 10 - 8 9 -
--- --- --- --- --- ---
Total $301 $353 $60 $259 $317 $38
-----------------------------------------------------------
Retirement Plans
-----------------------------------------------------------
1995 1994
-----------------------------------------------------------
Union Non-Union Supple- UnionNon-Union Supple-
EmployeeEmployee mental Employee Employee mental
Plans Plans Plans Plans Plans Plans
Reconciliation of funded
status
Actuarial present value
of projected benefit
liability $346 $402 $73 $303 $355 $44
Unrecognized prior service
costs (7) (4) (16) (8) (4) (5)
Unrecognized transition
liability - (1) (4) - (1) (5)
Unrecognized net gain (loss) (1) (23) (7) (13) (33) 2
Additional minimum liability
recognized - - 14 - - 5
--- --- --- --- --- ---
338 374 60 282 317 41
--- --- --- --- --- ---
Pension fund assets at
fair value 349 392 - 293 323 -
Unrecognized transition asset (11) - - (13) -
--- --- --- --- --- ---
338 392 - 280 323 -
Accrued pension/(prepaid)
payments recorded on books $ - $(18) $60 $ 2 $ (6) $41
</TABLE>
The plans' funded status at December 31, 1995 and 1994 were calculated using
the assumed rates from 1996 and 1995, respectively, and the 1983 Group Annuity
Mortality table.
Plan assets are composed primarily of corporate equity, guaranteed
investment contracts, debt securities, and cash equivalents.
<PAGE>
2. Postretirement benefit plans other than pensions (PBOPs)
The NEES subsidiaries provide health care and life insurance coverage to
eligible retired employees. Eligibility is based on certain age and length of
service requirements and in some cases retirees must contribute to the cost of
their coverage.
The total cost of PBOPs for 1995, 1994, and 1993 included the following
components:
<TABLE>
<CAPTION>
Year ended December 31 (thousands of dollars) 1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
Service cost-benefits earned during the period $ 7,137 $ 8,575 $ 8,160
Plus (less):
Interest cost on accumulated benefit obligation 29,377 27,813 30,457
Return on plan assets at expected long-term rate(9,742) (7,821) (5,089)
Amortization 16,204 18,273 18,418
------- ------- -------
Net postretirement benefit cost $42,976 $46,840 $51,946
------- ------- -------
Actual return on plan assets $29,054 $ 185 $ 5,249
</TABLE>
<TABLE>
<CAPTION>
1996 1995 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Assumptions used to determine
postretirement benefit cost:
Discount rate 7.25% 8.25% 7.25% 8.25%
Expected long-term rate of return on assets 8.25% 8.50% 8.50% 8.50%
Health care cost rate-1994 and 1993 11.00% 12.00%
Health care cost rate-1995 to 1999 8.00% 8.50% 8.50% 9.50%
Health care cost rate-2000 to 2004 6.25% 8.50% 8.50% 9.50%
Health care cost rate-2005 and beyond 5.25% 6.25% 6.25% 7.25%
</TABLE>
<PAGE>
The following table sets forth benefits earned and the plans' funded
status:
<TABLE>
<CAPTION>
At December 31 (millions of dollars) 1995 1994
------ ------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $230 $226
Fully eligible active plan participants 23 42
Other active plan participants 121 95
------ ------
Total benefits earned 374 363
Unrecognized prior service costs (1) -
Unrecognized transition obligation (313) (331)
Net gain not yet recognized 71 43
------ ------
131 75
------ ------
Plan assets at fair value 160 109
Prepaid postretirement benefit costs
recorded on books $ 29 $ 34
</TABLE>
The plans' funded status at December 31, 1995 and 1994 were calculated
using the assumed rates in effect for 1996 and 1995, respectively.
The health care cost trend rate assumption has a significant effect on the
amounts reported. Increasing the assumed rates by 1 percent in each year would
increase the accumulated postretirement benefit obligation as of December 31,
1995 by approximately $45 million and the net periodic cost for the year 1995
by approximately $6 million.
The NEES subsidiaries fund the annual tax deductible contributions. Plan
assets are invested in equity and debt securities and cash equivalents.
Note F - Short-term borrowings and other current liabilities
At December 31, 1995, NEES and its consolidated subsidiaries had lines of
credit and standby bond purchase facilities with banks totaling $683 million.
These lines and facilities were used at December 31, 1995 for liquidity
support for $203 million of commercial paper borrowings and $342 million of
NEP mortgage bonds in tax-exempt commercial paper mode (see Note G). Fees are
paid on the lines and facilities in lieu of compensating balances. The
weighted average rate on outstanding short-term borrowings was 5.92 percent at
December 31, 1995. The fair value of the NEES subsidiaries' short-term debt
equals carrying value.
The components of other current liabilities are as follows:
<TABLE>
<CAPTION>
At December 31 (thousands of dollars) 1995 1994
------ ------
<S> <C> <C>
Accrued wages and benefits $30,222 $26,035
Deferred unbilled revenues 8,209
Rate adjustment mechanisms 19,772 31,311
Customer deposits 10,993 10,951
Other 12,117 16,745
------ ------
$73,104 $93,251
</TABLE>
<PAGE>
Note G - Long-term debt
Substantially all the properties of NEP, Massachusetts Electric, and
Narragansett are subject to the lien of mortgage indentures under which
mortgage bonds have been issued.
<TABLE>
The aggregate payments to retire maturing long-term debt are as follows:
<CAPTION>
(thousands of dollars) 1996 1997 1998 1999 2000
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Maturing long-term debt $10,000 $65,500 $ 75,000 $33,000 $ 91,000
Mandatory prepayments:
Hydro-Transmission Companies 11,520 11,520 11,520 11,520 11,520
Granite State Electric Company 1,000
NEEI 17,000 30,000 30,000 30,000
NERC 1,440 1,920 1,920 2,280 2,280
------- ------- ------- ------- -------
Total $23,960 $95,940 $118,440 $76,800 $134,800
</TABLE>
The terms of $342 million of variable rate pollution control revenue bonds
collateralized by NEP mortgage bonds at December 31, 1995 require NEP to
reacquire the bonds under certain limited circumstances. At December 31, 1995,
interest rates on NEP's variable rate bonds ranged from 3.35 percent to 6.00
percent. Also, at December 31, 1995, interest rates on NEEI's debt ranged from
5.92 percent to 6.17 percent. NEP has issued $40 million of long-term debt to
date in 1996. This debt represents variable rate pollution control revenue
bonds collateralized by NEP mortgage bonds which require NEP to reacquire the
bonds under certain limited circumstances. NEP used the proceeds to refinance
$10 million of variable rate debt in early 1996. The remaining proceeds will
be used to refinance $30 million of fixed rate debt later in 1996.
Narragansett has also refinanced $2 million of long-term debt to date in 1996
at 7.24 percent.
At December 31, 1995, the NEES subsidiaries' long-term debt had a carrying
value of approximately $1,699,000,000 and a fair value of approximately
$1,800,000,000. The fair value of debt that reprices frequently at market
rates approximates carrying value. The fair market value of the NEES
subsidiaries' long-term debt was estimated based on the quoted prices for
similar issues or on the current rates offered to the NEES companies for debt
of the same remaining maturity.
<TABLE>
Note H - Selected quarterly financial information (unaudited)
<CAPTION>
1995 Quarter Ended
(In thousands, except ------------------
per share amounts) Mar. 31 June 30 Sept. 30 Dec. 31*
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Operating revenue $558,316 $533,547 $599,126 $580,723
Operating income $ 73,385 $ 59,881 $102,321 $ 87,841
Net income $ 47,662 $ 33,531 $ 73,820 $ 49,744
Net income per average share $ .73 $ .52 $ 1.14 $ .76
1994 Quarter Ended
(In thousands, except ------------------
per share amounts) Mar. 31 June 30 Sept. 30 Dec. 31
-------- -------- -------- --------
Operating revenue $576,906 $517,078 $591,633 $557,412
Operating income $ 91,862 $ 57,716 $ 84,354 $ 62,564
Net income $ 69,273 $ 33,584 $ 58,851 $ 37,718
Net income per average share $ 1.07 $ .51 $ .91 $ .58
*See Note E
</TABLE>
<PAGE>
REPORT OF MANAGEMENT
The management of New England Electric System is responsible for the
integrity of the consolidated financial statements included in this Annual
Report. The financial statements were prepared in accordance with generally
accepted accounting principles using management's informed best estimates and
judgments where appropriate to fairly present the financial condition of the
NEES companies and their results of operations. The information included
elsewhere in this report is consistent with the financial statements.
The NEES companies maintain an accounting system and system of internal
controls which are designed to provide reasonable assurance as to the
reliability of the financial records, the protection of assets, and the
prevention of any material misstatement of the financial statements. The NEES
companies' accounting controls have been designed to provide reasonable
assurance that errors or irregularities, which could be material to the
financial statements, are prevented or detected by employees within a timely
period as they perform their assigned functions. The NEES companies' internal
auditing staff independently assesses the effectiveness of internal controls
and recommends improvements when appropriate.
Coopers & Lybrand L.L.P., the NEES companies' independent accountants, are
engaged to audit and express their opinion on the financial statements. Their
audit includes a review of internal controls to the extent required by
generally accepted auditing standards.
The Audit Committee, composed solely of outside directors, meets
periodically with management, the internal auditor, and the independent
accountants to ensure that each is carrying out its responsibilities and to
discuss auditing, internal accounting control, and financial reporting
matters. Both the internal auditor and the independent accountants have free
access to the Audit Committee, without management present, to discuss the
results of their audit work.
/s/ John W. Rowe /s/Alfred D. Houston
John W. Rowe Alfred D. Houston
President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of New England Electric System:
We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of New England Electric System and
subsidiaries (the Company) as of December 31, 1995 and 1994 and the related
consolidated statements of income, retained earnings and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
<PAGE>
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company
as of December 31, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting
principles.
Boston, Massachusetts /s/COOPERS & LYBRAND L.L.P.
March 1, 1996
<PAGE>
SHAREHOLDER INFORMATION
For shareholder information and assistance, write to or call Shareholder
Services at:
New England Electric System Toll-free number: 1-800-466-7215
Shareholder Services Local number: (508) 389-4900
P.O. Box 770 Fax: (508) 836-0276
Westborough, MA 01581 E-mail: [email protected]
Dividend reinvestment plan
Shareholders of New England Electric System common shares who hold their
shares in registered form are eligible to participate in the Dividend
Reinvestment and Common Share Purchase Plan. The Plan provides participants
the opportunity to reinvest their dividends and send in optional cash payments
to purchase additional common shares, which, at the discretion of the Company,
will be newly issued shares or shares purchased in the open market, without
payment of any brokerage commission or service charges. For more information
on the Plan, please contact the Shareholder Services office on our toll-free
number listed above.
Direct deposit of dividends
Shareholders who hold New England Electric System common shares in their
own name may request to have their dividends directly deposited into their
checking or savings account. This service is provided without fees. If you
participate in Direct Deposit you will receive a credit advice for your
records. To sign up for this service, please call Shareholder Services on our
toll-free number listed above to request an authorization form.
Change of address
Please contact Shareholder Services on our toll-free number to let us know
if your address changes.
Form 10-K
Copies of the Annual Report on Form 10-K to the Securities and Exchange
Commission for 1995 are available upon request at no charge.
Annual meeting
The annual meeting of New England Electric System will be held at the Great
Hall, located at Faneuil Hall in Boston, Massachusetts on April 23, 1996 at
10:30 a.m.
Stock exchange listings
New England Electric System common stock is listed on the New York Stock
Exchange and the Boston Stock Exchange under the symbol NES.
Transfer agent
Certificates for transfer should be mailed Boston EquiServe
to our transfer agent Boston EquiServe P.O. Box 644
(a Bank of Boston joint venture) at: Boston, MA 02102
Phone: (617) 575-3120
<PAGE>
<TABLE>
<CAPTION>
New England Electric System common shares
1995 1994
------------------------------------------------------------
Price range Price range
------------------ Dividend ------------------ Dividend
High Low declared High Lowdeclared
------- ------- -------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
First quarter $34.250 $30.625 $.575 $39.000 $35.125 $.560
Second quarter $35.250 $29.625 $.590 $37.625 $31.500 $.575
Third quarter $37.250 $32.875 $.590 $34.000 $28.875 $.575
Fourth quarter $40.000 $37.000 $.590 $32.875 $29.500 $.575
</TABLE>
The total number of shareholders at December 31, 1995 was 51,097.
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an Agreement
and Declaration of Trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which, as amended, has been filed with the
Secretary of The Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into, or incurred by or on behalf of New England
Electric System binds only its trust estate, and no shareholder, director,
trustee, officer, or agent thereof assumes or shall be held to any liability
therefor.
This report is not to be considered as an offer to sell or buy or
solicitation of an offer to sell or buy any security.
<PAGE>
NEES OFFICERS AND RETAIL SUBSIDIARY PRESIDENTS
[PHOTO OF JOHN W. ROWE APPEARS HERE]
John W. Rowe
President &
Chief Executive Officer
[PHOTO OF ALFRED D. HOUSTON APPEARS HERE]
Alfred D. Houston
Executive Vice President
& Chief Financial Officer
[PHOTO OF FREDERIC E. GREENMAN APPEARS HERE]
Frederic E. Greenman
Senior Vice President,
General Counsel & Secretary (retired 12/31/95)
[PHOTO OF CHERYL A LAFLEUR APPEARS HERE]
Cheryl A. LaFleur
Vice President,
General Counsel & Secretary
(effective 12/31/95)
[PHOTO OF JOHN W. NEWSHAM APPEARS HERE]
John W. Newsham
Vice President
(retired 12/31/95)
[PHOTO OF RICHARD P. SERGEL APPEARS HERE]
Richard P. Sergel
Vice President
[PHOTO OF JEFFREY D. TRANEN APPEARS HERE]
Jeffrey D. Tranen
Vice President
[PHOTO OF MICHAEL E. JESANIS APPEARS HERE]
Michael E. Jesanis
Treasurer
[PHOTO OF JOHN H. DICKSON APPEARS HERE]
John H. Dickson
President,
Massachusetts Electric
[PHOTO OF ROBERT L. MCCABE APPEARS HERE]
Robert L. McCabe
President,
Narragansett Electric
[PHOTO OF LYDIA M. PASTUSZEK APPEARS HERE]
Lydia M. Pastuszek
President,
Granite State Electric
<PAGE>
NEES DIRECTORS
[PHOTO OF JOAN T. BOK APPEARS HERE]
Joan T. Bok
[PHOTO OF PAUL L. JOSKOW APPEARS HERE]
Paul L. Joskow
[PHOTO OF JOHN M. KUCHARSKI APPEARS HERE]
John M. Kucharski
[PHOTO OF JOSHUA A. MCCLURE APPEARS HERE]
Joshua A. McClure
[PHOTO OF JOHN W. ROWE APPEARS HERE]
John W. Rowe
[PHOTO OF GEORGE M. SAGE APPEARS HERE]
George M. Sage
[PHOTO OF CHARLES E. SOULE APPEARS HERE]
Charles E. Soule
[PHOTO OF ANNE WEXLER APPEARS HERE]
Anne Wexler
[PHOTO OF JAMES Q. WILSON APPEARS HERE]
James Q. Wilson
[PHOTO OF JAMES R. WINOKER APPEARS HERE]
James R. Winoker
Edward H. Ladd not available for photo.
<PAGE>
NEES DIRECTORS
As of December 31, 1995
Joan T. Bok
Chairman of the Board,
New England Electric System,
Westborough, Massachusetts
Corporate Responsibility Committee
Executive Committee
Paul L. Joskow
Professor of Economics and Management,
Massachusetts Institute of Technology,
Cambridge, Massachusetts
Audit Committee
John M. Kucharski
Chairman, President, and Chief Executive Officer,
EG&G, Inc.,
Wellesley, Massachusetts
Compensation Committee
Edward H. Ladd
Chairman,
Standish, Ayer & Wood, Inc., Investment counselors,
Boston, Massachusetts
Executive Committee
Joshua A. McClure
Former President,
American Custom
Kitchens, Inc.,
Providence, Rhode Island
Corporate Responsibility Committee
John W. Rowe
President and Chief Executive Officer,
New England Electric System,
Westborough, Massachusetts
Corporate Responsibility Committee
Executive Committee
George M. Sage
President and Treasurer,
Bonanza Bus Lines, Inc.,
Providence, Rhode Island
Compensation Committee
Executive Committee
Charles E. Soule
President and Chief Executive Officer,
Paul Revere Insurance Group,
Worcester, Massachusetts
Audit Committee
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Anne Wexler
Chairman,
The Wexler Group, Management consultants,
Washington, D. C.
Corporate Responsibility Committee
Executive Committee
James Q. Wilson
Professor of Management,
University of California at Los Angeles
Corporate Responsibility Committee
James R. Winoker
Chief Executive Officer,
Belvoir Properties, Inc.,
Providence, Rhode Island
Audit Committee
Compensation Committee
NEES OFFICERS
As of December 31, 1995
John W. Rowe
President and
Chief Executive Officer
Alfred D. Houston
Executive Vice President and Chief Financial Officer
Frederic E. Greenman*
Senior Vice President,
General Counsel, and Secretary
John W. Newsham*
Vice President
Richard P. Sergel
Vice President
Jeffrey D. Tranen
Vice President
Michael E. Jesanis
Treasurer
Cheryl A. LaFleur**
Vice President, General Counsel, and Secretary
*Retired December 31, 1995
**Elected effective December 31, 1995
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NEES SUBSIDIARIES
As of December 31, 1995
Massachusetts Electric Company
25 Research Drive, Westborough, Massachusetts 01582
John H. Dickson, President
The Narragansett Electric Company
280 Melrose Street, Providence, Rhode Island 02901
Robert L. McCabe, President
Granite State Electric Company
407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766
Lydia M. Pastuszek, President
New England Power Company
25 Research Drive, Westborough, Massachusetts 01582
Narragansett Energy Resources Company
280 Melrose Street, Providence, Rhode Island 02901
New England Electric Resources, Inc.
25 Research Drive, Westborough, Massachusetts 01582
John L. Levett, President
New England Electric Transmission Corporation
407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766
New England Energy Incorporated
25 Research Drive, Westborough, Massachusetts 01582
New England Hydro-Transmission Corporation
407 Miracle Mile, Suite 1, Lebanon, New Hampshire 03766
New England Hydro-Transmission Electric Company, Inc.
25 Research Drive, Westborough, Massachusetts 01582
New England Power Service Company
25 Research Drive, Westborough, Massachusetts 01582
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