<PAGE>
File No. 30-33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-5-S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1995
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
LOGO NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, Massachusetts 01582
<PAGE>
<TABLE>
Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1995 (1)
<CAPTION>
Value Per
Books of
Percent of Issuer and
Number of Voting Power Carrying
Name of Company Common Shares (100% unless Value
(and abbreviation used herein) Owned Specified) to Owner
- ------------------------------ ------------- ------------ ---------
(000's)
<S> <C> <C> <C>
New England Electric System
(Voluntary Association) (NEES) None
Granite State Electric Company
(Granite) 60,400 $ 19,038
Massachusetts Electric
Company (Mass Electric) 2,398,111 411,538
Nantucket Cable Electric
Company, Inc. (Nantucket) (2) - None
The Narragansett Electric
Company (Narragansett) 1,132,487 244,851
Narragansett Energy Resources
Company (NERC) 25 153
Unsecured Debt - 665
New England Electric Resources,
Inc. (NEERI) 1,000 (1,713)
Unsecured Debt - 3,399
New England Hydro-Transmission
Electric Company, Inc. (NEHTEC) 2,017,352 53.97 29,899
New England Hydro-Transmission
Corporation (NEHTC) 10,843 53.97 19,868
New England Electric Transmission
Corporation (NEET) 140 3,768
New England Energy
Incorporated (NEEI) (3) 2,500 (23,052)
Unsecured debt - 20,225
New England Power Service Company
(NEPSCO) 3 16,516
New England Power Company (NEP) 6,449,896 98.85 888,945
----------
$1,634,100
==========
New England Hydro Finance Company
(NEHFC) (4) 504 53.97 $ 5
NERC
Ocean State Power (5) - 35.69 $ 20,117
Ocean State Power II (5) - 35.69 $ 16,207
NEP
Connecticut Yankee Atomic
Power Company 52,500 15 $ 15,107
Maine Yankee Atomic
Power Company 100,000 20 $ 14,457
Vermont Yankee Nuclear Power
Corporation 80,002 20 $ 10,457
Yankee Atomic Electric
Company 46,020 30 $ 7,035
New England Wholesale Electric Company (6)*
<FN>
- --------------------
*Inactive.
</TABLE>
<PAGE>
(1) Attached as Exhibit E.1. hereto is a schedule showing investments
during the year ended December 31, 1995 in the NEES Money Pool,
through which certain System companies lend to or borrow from other
System companies (Commission File Nos. 70-8261, 70-8453, and
(70-8679).
(2) Nantucket was established April 7, 1994 under the laws of the
Commonwealth of Massachusetts to design, permit, construct, operate,
and maintain an undersea cable between Harwich and Nantucket Island
in Massachusetts. Nantucket is not yet capitalized.
(3) Samedan/NEEI Exploration Company is a partnership engaged in oil and
gas exploration and development. NEEI owns a 50% interest in the
partnership and had invested $720,741,841 in the partnership as of
December 31, 1995.
(4) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50%
interest. The tabulation shown above reflects NEES' indirect
ownership in NEHFC.
(5) Both Ocean State Power and Ocean State Power II are general
partnerships; NERC owns a 20% equity interest in each.
(6) Incorporated in 1972; not yet capitalized.
Item 2. ACQUISITION OR SALES OF UTILITY ASSETS
(None to be reported.)
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
(None to be reported.)
<PAGE>
<TABLE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION> Calendar Year 1995
------------------
Name of Company
Acquiring,
Redeeming Number of Shares
or Retiring or Principal Amount Commission
Securities ------------------------ Authorization
(Issuer unless Redeemed or (Release No.
Name of Issuer otherwise noted) Acquired Retired (1) Consideration or Other)
-------------- ---------------- -------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
GRANITE
Unsecured Note $ 3,400,000 $ 3,466,600 23595, 24272 & (B)
NEHFC
Secured Notes $ 11,520,000 $ 11,520,000 25304 & (B)
NEEI
Sub. Promissory Note NEES $ 3,531,364 $ 3,531,364 (A)
Sub. Promissory Note $ 1,750,000 $ 1,750,000 (A)
NEET
Common Stock 25 shares $ 656,652 24162
Secured Note $ 4,624,000 $ 4,624,000 24162
MASS. ELECTRIC
Bonds $35,000,000 $35,000,000 (B)
NEP
Bonds $10,000,000 $10,000,000 (B)
NARRAGANSETT
Bonds $16,000,000 $17,936,000 (B)
NEERI
Sub. Promissory Note NEES $2,449,999 $ 2,449,999 (C)
Sub. Promissory Note $525,000 $525,000 (C)
NERC
Sub. Promissory Note NEES $1,500,000 $1,500,000 (D)
Sub. Promissory Note $33,950,000 $33,950,000 (D)
<FN>
- --------------------
(1) Securities were extinguished.
(A) SEC Release No. 24847 and Rule 45(b)(3).
(B) Rule 42.
(C) SEC Release No. 25261, 26017, 26057, 26235, 26277, & 26291
(D) SEC Release No. 24960, 24727, 25313, & 26397
</TABLE>
<PAGE>
<TABLE>
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
As of December 31, 1995.
<CAPTION> Number of
Shares or General
Principal Percent Nature Carrying
Amount Voting of Issuer's Value
Name of Owner Name of Issuer Security Owned Owned Power Business to Owner
- ------------- -------------- -------------- --------- ------- ----------- -----------
(in thous.)
<S> <C> <C> <C> <C> <C> <C>
NEES UNITIL Corporation Capital Stock 34,400 shs. 0.8 Public $303
no par value Utility
Three Two business Stocks $ 74
Subsidiaries development
(A) corporations
<FN>
- --------------------
(A) Mass. Electric, Narragansett, and NEP.
</TABLE>
<PAGE>
<TABLE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995.
(Note A)
<CAPTION> Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew H. Aitken VP VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John Amoroso
245 S. Main Street, Hopedale, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Cynthia A. Arcate
9 Lowell Road, Salem, NH VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lawrence E. Bailey VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas J. Bascetta
RR 2, Box 44, Plainfield Rd.,
W. Lebanon, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Urville J. Beaumont
8 Samoset Dr., Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Francis X. Beirne
4145 Quaker Lane
North Kingstown, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joan T. Bok
One International Pl., Suite 2115
Boston, MA D ChB D D D D D D D D f D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Gregory B. Butler
601 Pensylvania Ave. N.W.
Suite 620-N
Washington, DC VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Marilyn R. Campbell
79 Brady Avenue, Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen A. Cardi
400 Lincoln Ave., Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John G. Cochrane T T T VP s T T T T
- ---------------------------------------------------------------------------------------------------------------------------------
Eric P. Cody VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995 (continued).
(Note A)
Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Sally L. Collins
23 Ridgewood Terrace,
Northampton, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dan C. Delurey VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Dickson D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey A. Donahue VP VP VP s VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Richard W. Frost
280 Melrose St., Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frances H. Gammell
200 Providence Street, P.O. Box 1007
W. Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dr. Kalyan K. Ghosh
486 Chandler St., Worcester, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Peter H. Gibson VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Don F. Goodwin VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frederic E. Greenman * Sr-VP S D D D D VP D VP s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Gregory A. Hale
P.O. Box 60040, Florence Station,
Northampton, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
George W. Harris
Ledge Road, Pelham, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Nicholas D. N. Harvey, Jr.
41 S. Park Street, Hanover, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
David L. Holt E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995 (continued).
(Note A)
Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Charles B. Housen
120 E. Main Street, Erving, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Alfred D. Houston E-VP VP T D P D D D D P s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Michael E. Jesanis T T T T s
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow
7 Chilton Street, Brookline, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
David C. Kennedy VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joseph J. Kirby
23 Broad Street, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John M. Kucharski
45 William Street, Wellesley, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Edward H. Ladd
125 Claybrook Rd., Dover, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Cheryl A. LaFleur ** VP S VP* D D D VP D VP Ds D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
John L. Levett D P s
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Malley VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Paul R. Marshall
1101 Turnpike St., No. Andover, MA S s S S
- ---------------------------------------------------------------------------------------------------------------------------------
Robert L. McCabe
280 Melrose St., Providence, RI D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Joshua A. McClure
P.O. Box 1119, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Howard W. McDowell D T Co Co Co Co Co s Co Co Co Co
- ---------------------------------------------------------------------------------------------------------------------------------
Patricia McGovern
400 Atlantic Avenue, Boston, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995 (continued).
(Note A)
Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Robert H. McLaren VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Howard R. Mortenson
P.O. Box 885, Charlestown, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Charles H. Moser VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard Nadeau
280 Melrose St., Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Newsham * VP D E-VP D D s P D
- ---------------------------------------------------------------------------------------------------------------------------------
Chester O. Paradise VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lydia M. Pastuszek
1101 Turnpike St.,
No. Andover, MA P D s VP
- ---------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pini VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Kirk L. Ramsauer C s C C
- ---------------------------------------------------------------------------------------------------------------------------------
Marcy L. Reed
280 Melrose St., Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Reilly
1 Merrimack Plaza, Lowell, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Reilly VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas G. Robinson S s
- ---------------------------------------------------------------------------------------------------------------------------------
Christopher E. Root VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Rowe P D D D Ch D D D Ch D Ch D s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Michael F. Ryan
280 Melrose St., Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995 (continued).
(Note A)
Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
George M. Sage
P.O. Box 9527, Providence, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Nancy H. Sala
939 Southbridge St.,
Worcester, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard P. Sergel VP Ch D Ch D Ch D D D s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard M. Shribman
101 Washington Street,
Salem, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dennis E. Snay
170 Medford St., Malden, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Soule
18 Chestnut Street,
Worcester, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey D. Tranen VP VP D D P D P D D s P D P D D P D
- ---------------------------------------------------------------------------------------------------------------------------------
William E. Trueheart
Box 49, Bryant College,
Smithfield, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Arnold H. Turner VP VP s VP VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. VanSant VP VP s
- ---------------------------------------------------------------------------------------------------------------------------------
William Watkins, Jr.
280 Melrose Street,
Providence, RI E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Roslyn M. Watson
25 Braddock Park, Boston, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1995 (continued).
(Note A)
Mass
NEES Granite Elec Narra NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Anne Wexler
1317 F Street, N.W., Suite 600
Washington, DC D f
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Wilson, Jr.
49 Madison Ave.,
No. Kingston, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
James Q. Wilson
32910 Camino de Buena Ventura,
Malibu, CA D f
- ---------------------------------------------------------------------------------------------------------------------------------
James R. Winoker
222 Richmond Street
Providence, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Robert King Wulff C C S C s S
- ---------------------------------------------------------------------------------------------------------------------------------
Geraldine M. Zipser C s
- ---------------------------------------------------------------------------------------------------------------------------------
Key: Ch-Chairman; ChB-Chairman of the Board; VCh-Vice Chairman; D-Director; P-President; E-VP-Executive Vice President;
Sr-VP-Senior Vice President; VP-F-Vice President--Finance; VP-Vice President; T-Treasurer; Co-Controller; C-Clerk;
S-Secretary; s-Salary; f-Fee.
Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated.
* Retired/Resigned 12/31/95
** Elected effective 12/31/95
</TABLE>
<PAGE>
<TABLE>
Item 6. OFFICERS AND DIRECTORS
Part II. Financial Connections as of December 31, 1995.
<CAPTION>
Position
Name and Held in
Name of Location of Financial Applicable
Officer or Financial Institution Exemption
Director Institution (a) Rule
---------- ----------- ----------- ----------
<S> <C> <C> <C>
Marilyn R. Campbell Pelham Bank & Trust Co., D d
Pelham, NH
George W. Harris Pelham Bank & Trust Co., D d
Pelham, NH
Joseph J. Kirby The Washington Trust Co., P, D d
Westerly, RI
The Washington Trust Bancorp,
Inc., Westerly, RI P d
John M. Kucharski State Street Boston Corp., D b
Boston, MA
Robert L. McCabe Citizen Savings Bank, D d,g
Providence, RI
John F. Reilly Family Bank, D d
Haverhill, MA
John W. Rowe First National Bank of Boston, D b,d,e,f,g
Boston, MA
Bank of Boston Corporation, D b,d,e,f,g
Boston, MA
Charles E. Soule Westboro Savings Bank T b
Westboro, MA
William E. Trueheart Fleet National Bank, D d
Providence, RI
Fleet Bank, N.A., D e
Hartford, CT
Fleet Bank of Massachusetts, D e
N.A., Boston, MA
William Watkins, Jr. Rhode Island Hospital Trust D g
National Bank,
Providence, RI
Roslyn M. Watson The Dreyfus Laurel Funds, T e
New York, NY
American Express Centurion D e
Bank, Wilmington, DE
<FN>
- --------------------
a - D-Director; P-President; T-Trustee
b - Rule 70(a)
c - Rule 70(b)
d - Rule 70(c)
e - Rule 70(d)
f - Rule 70(e)
g - Rule 70(f)
</TABLE>
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part III.
Disclosures made in proxy statements and annual reports on Form 10-K,
filed in 1996, follow:
<TABLE>
NEES SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Compen-
Annual Compensation (b) sation
_______________________ __________
Other Restricted
Name and Annual Share All Other
Principal Salary Bonus Compensa- Awards Compensa-
Position (a) Year ($) ($)(c) tion ($)(d) ($)(e) tion ($)(f)
- ------------ ---- ------ ------ ----------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
John W. Rowe, 1995 537,600 427,213 9,568 --- 4,750(g)
President 1994 501,156 284,540 9,517 160,974 4,526
and Chief 1993 433,908 268,323 5,548 129,873 5,711
Executive
Officer
Alfred D. 1995 262,008 177,663 5,753 --- 4,180(h)
Houston, 1994 244,860 132,370 5,501 62,040 4,027
Executive 1993 212,904 152,939 3,522 44,465 5,082
Vice
President
Frederic E. 1995 225,876 149,515 5,934 --- 4,404(i)
Greenman, 1994 219,288 139,475 5,671 53,427 4,238
Senior Vice 1993 212,904 129,239 3,670 39,276 5,355
President
and Secretary *
Jeffrey D. 1995 200,100 143,254 5,268 --- 3,578(j)
Tranen, 1994 187,356 98,357 5,049 45,804 3,466
Vice 1993 175,330 122,896 3,260 35,906 3,906
President
Richard P. 1995 184,956 139,373 4,877 --- 3,424 (k)
Sergel, 1994 168,600 94,801 4,934 44,352 3,324
Vice 1993 157,340 119,627 2,784 34,807 3,421
President
</TABLE>
* Retired as of December 31, 1995
(a) Officers of NEES also hold various positions with subsidiary companies.
Compensation for these positions is included in this table.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, the value of unrestricted shares under the incentive share plan,
special bonuses, the goals program award, and the variable portion of
the incentive thrift plan match by NEES. See description under Plan
Summaries.
(d) Includes amounts reimbursed by NEES for the payment of taxes.
<PAGE>
(e) For the 1993 awards, shares were awarded that become unrestricted after
five years. Those shares receive the same dividends as the other common
shares of NEES. The awards made for 1994 were, at the exective's
option, in the form of restricted shares (with a five-year restriction)
or deferred share equivalents, which have been deferred for receipt for
at least five years. As cash dividends are declared, the number of
deferred share equivalents will be increased as if the dividends were
reinvested in shares. See also Payments Upon a Change in Control below.
The shares awarded for 1995 were unrestricted and the value of the
awards is included in the bonus column. As of December 31, 1995, the
following executive officers held the amount of restricted and deferred
share equivalents with the value indicated: Mr. Rowe 20,370 shares,
$807,161 value; Mr. Houston 6,404 shares, $253,758 value; Mr. Greenman
5,961 shares, $236,204 value; Mr. Tranen 4,582 shares, $181,561 value;
and Mr. Sergel 4,355 shares, $172,567 value. The value was calculated
by multiplying the closing market price on December 29, 1995, by the
number of shares.
(f) Includes NEES contributions to life insurance and the incentive thrift
plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by NEES.
(g) For Mr. Rowe, the type and amount of compensation in 1995 is as follows:
$ 3,000 for contributions to the thrift plan and $1,750 for life
insurance.
(h) For Mr. Houston, the type and amount of compensation in 1995 is as
follows: $3,000 for contributions to the thrift plan and $1,180 for
life insurance.
(i) For Mr. Greenman, the type and amount of compensation in 1995 is as
follows: $3,000 for contributions to the thrift plan and $1,404 for
life insurance.
(j) For Mr. Tranen, the type and amount of compensation in 1995 is as
follows: $3,000 for contributions to the thrift plan and $578 for life
insurance.
(k) For Mr. Sergel, the type and amount of compensation in 1995 is as
follows: $3,000 for contributions to the thrift plan and $424 for life
insurance.
<PAGE>
NEP
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(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.
(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,
<PAGE>
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.
(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
<PAGE>
reinvested in shares. See also Payments Upon a Change in Control,
below. The shares awarded for 1995 were unrestricted and the value of
the awards is included in the bonus column. As of December 31, 1995,
the following executive officers held the amount of restricted shares
with the value indicated: Mr. Sergel 4,355 shares, $172,567 value; Mr.
Dickson 4,036 shares, $159,926 value; Mr. Holt 2,953 shares, $117,012
value; Ms. LaFleur 2,166 shares, $85,827 value; Ms. Sala 1,227 shares,
$48,619 value; and Mr. Pini 1,966 shares, $77,902 value. The value was
calculated by multiplying the closing market price on December 29, 1995
by the number of shares.
(f) Includes Mass. Electric contributions to life insurance and the
incentive thrift plan that are not bonus contributions. See description
under Plan Summaries. The life insurance contribution is calculated
based on the value of term life insurance for the named individuals.
The premium costs for most of these policies have been or will be
recovered by Mass. Electric.
(g) For Mr. Sergel, the type and amount of compensation in 1995 is as
follows: $2,002 for contributions to the thrift plan and $283 for life
insurance.
(h) For Mr. Dickson, the type and amount of compensation in 1995 is as
follows: $3,000 for contributions to the thrift plan and $601 for life
insurance.
(i) For Mr. Holt, the type and amount of compensation in 1995 is as follows:
1,778 for contributions to the thrift plan and $629 for life insurance.
(j) For Ms. LaFleur, the type and amount of compensation in 1995 is as
follows: $2,373 for contributions to the thrift plan and $197 for life
insurance.
(k) For Ms. Sala, the type and amount of compensation in 1995 is as follows:
$2,310 for contributions to the thrift plan and $188 for life insurance.
(l) For Mr. Pini, the type and amount of compensation in 1995 is as follows:
$2,225 for contributions to the thrift plan and $177 for life insurance.
(m) Mr. Holt resigned as of December 20, 1995 to take a position at an
affiliate company, Ms. LaFleur resigned as of December 31, 1995 to take
a position at an affiliate company.
<PAGE>
NARRAGANSETT
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(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.
(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
<PAGE>
in the bonus column. As of December 31, 1995, the following executive
officers held the amount of restricted shares with the value indicated:
Mr. McCabe 3,799 shares, $150,535 value; Mr. Watkins 2,140 shares, $84,797
value; Mr. Frost 1,672 shares, $66,253 value, Mr. Beirne 375 shares,
$14,859 value; and Mr. Nadeau 335 shares, $13,275 value. The value was
calculated by multiplying the closing market price on December 29, 1995 by
the number of shares.
(f) Includes Narragansett contributions to life insurance and the incentive
thrift plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium costs
for most of these policies have been or will be recovered by Narragansett.
(g) For Mr. McCabe, the type and amount of compensation in 1995 is as follows:
$2,720 for contributions to the thrift plan and $2,130 for life insurance.
(h) For Mr. Watkins, the type and amount of compensation in 1995 is as
follows: $2,563 for contributions to the thrift plan and $1,491 for life
insurance.
(i) For Mr. Frost, the type and amount of compensation in 1995 is as follows:
$2,065 for contributions to the thrift plan and $722 for life insurance.
(j) For Mr. Beirne, the type and amount of compensation in 1995 is as follows:
$1,919 for contributions to the thrift plan and $412 for life insurance.
(k) For Mr. Nadeau, the type and amount of compensation in 1995 is as follows:
$1,916 for contributions to the thrift plan and $986 for life insurance.
<PAGE>
Security Ownership
------------------
The following table lists the holdings of NEES common shares as of March 1,
1996 by NEES, NEP, Mass. Electric, and Narragansett directors, the executive
officers named in the Summary Compensation Tables, and all directors and
executive officers, as a group.
<TABLE>
<CAPTION>
Shares Deferred
Beneficially Incentive
Name Owned (a) Shares (b)
---- ------------ ----------
<S> <C> <C>
Joan T. Bok 22,157
Frederic E. Greenman* 11,154 1,729
Alfred D. Houston 12,260 3,410
Paul L. Joskow 2,251
John M. Kucharski 2,200
Edward H. Ladd 5,307
Joshua A. McClure 1,566
John W. Rowe 21,799 9,082
George M. Sage 3,000
Richard P. Sergel 7,728 2,534
Charles E. Soule 848
Jeffrey D. Tranen 7,451 2,610
Anne Wexler 1,711
James Q. Wilson 2,471
James R. Winoker 1,200
Urville J. Beaumont 226 (c)
Sally L. Collins 227
John H. Dickson 8,970 1,948
Kalyan K. Ghosh 0
David L. Holt 5,596 1,464
Charles B. Housen 165
Cheryl A. LaFleur 2,111 1,430
Patricia McGovern 105
Anthony C. Pini 6,757 572
John F. Reilly 227
Nancy H. Sala 6,779 (d) 946
Roslyn M. Watson 327
Francis X. Beirne 3,992 105
Stephen A. Cardi 227
Richard W. Frost 5,691 441
Frances H. Gammell 227
Joseph J. Kirby 227
Robert L. McCabe 8,705 1,851
Richard Nadeau 3,483
William E. Trueheart 227
William Watkins, Jr. 5,162 1,409
John A. Wilson, Jr. 608
Lawrence E. Bailey 4,978 2,980
John W. Newsham 11,951 1,247
All directors and
executive officers,
as a group (56 persons) 249,202 (e) 45,731 (e)
* retired as of December 31, 1995
- --------------------
</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
<PAGE>
nominee for such individual's account; (iii) shares in which certain
directors or officers maintain exclusive or shared investment or voting
power whether or not the securities are held for their benefit; and (iv)
with respect to the executive officers, allocated shares in the Incentive
Thrift Plan described above.
(b) Deferred share equivalents are held under the Deferred Compensation Plan
or pursuant to individual deferral agreements. Under the Plan or deferral
agreements, executives may elect to defer cash compensation and share
awards. There are various deferral periods available under the plans.
At the end of the deferral period, the compensation may be paid out in
NEES common shares, cash, or a combination thereof. The rights of the
executives to payment are those of general, unsecured creditors. While
deferred, the shares do not have voting rights or other rights associated
with ownership. As cash dividends are declared, the number of deferred
share equivalents will be increased as if the dividends were reinvested
in NEES common shares.
(c) Amount is less than 1% of the total number of shares of NEES outstanding.
(d) Mr. Beaumont disclaims a beneficial ownership interest in 200 of these
shares held under an irrevocable trust.
(e) Ms. Sala disclaims a beneficial ownership interest in 247 shares held
under the Uniform Gift to Minors Act.
Listed below are the only persons or groups known to the System as of March
11, 1996 to beneficially own 5% or more of NEES common shares. However, T.
Rowe Price Trust Company disclaims beneficial ownership of all such shares.
The quantity of shares listed below is as of December 31, 1995.
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership Common Shares
- ------------------- ----------------- -------------
T. Rowe Price Trust 5,410,147 shares 8.3%
Company as trustee for
100 East Pratt Street Company employee
Baltimore, MD 21202 benefits plans,
including those
discussed herein.
Franklin 4,702,010 shares 7.2%
Resources, Inc.
777 Mariners
Island Blvd
San Mateo, CA
94403-7777
Contracts and Transactions with System Companies
------------------------------------------------
During 1995, Mr. Joskow did consulting work for NEES or subsidiaries of
NEES under a separate consulting contract for which he was paid approximately
$30,000. These consulting services were not related to his duties as a Board
member. NEES and its subsidiaries retain from time to time National Economic
Research Associates, Inc. (NERA). During 1995, NERA invoiced subsidiaries of
NEES for approximately $96,000 to prepare testimony and reports on regulatory
matters. Mr. Joskow is a special consultant to NERA.
Mrs. Bok serves as a consultant to NEES. Under the terms of her contract,
she receives an annual retainer of $100,000. Mrs. Bok also serves as a
director for each of NEES' subsidiaries. She has agreed to waive the normal
fees and annual retainers otherwise payable for services by non-employees on
these boards and receives in lieu thereof a single annual stipend of $60,000.
<PAGE>
The construction company of Mr. Stephen A. Cardi, a director of
Narragansett, was paid approximately $77,000 in 1995 pursuant to a contract to
provide gravel to Narragansett.
Mr. John A. Wilson, Jr., a director of Narragansett, is a consultant to
Hinckley, Allen, Snyder & Comen (Attorneys). Hinckley, Allen, Snyder & Comen
was retained by Narragansett and its affiliates in 1995.
Ms. Patricia McGovern, a director of Mass. Electric, was paid a retainer
of $15,000 by Mass. Electric for serving as a member of a Massachusetts policy
advisory committee regarding external relations in Massachusetts.
Plan Summaries
--------------
A brief description of the various plans through which compensation and
benefits are provided to the named executive officers is presented below to
better enable shareholders to understand the information presented in the
tables shown earlier. The amounts of compensation and benefits provided to the
named executive officers under the plans described below (and charged to the
System Companies listed in the above tables) are presented in the Summary
Compensation Tables.
Goals Program
- -------------
The goals program covers all employees who have completed one year of
service with any NEES subsidiary. Goals are established annually. For 1995,
these goals related to earnings per share, customer costs, safety, absenteeism,
demand-side management, generating station availability, transmission
reliability, environmental and OSHA compliance, and customer satisfaction.
Some goals apply to all employees, while others apply to particular functional
groups. Depending upon the number of goals met, and provided the minimum
earnings goal is met, employees may earn a cash bonus of 1% to 4-1/2% of their
compensation.
Incentive Thrift Plan
- ---------------------
The incentive thrift plan (a 401(k) program) provides for a match of 40%
of up to the first 5% of base compensation contributed to the System's
incentive thrift plan (shown under All Other Compensation in the Summary
Compensation Tables) and, based on an incentive formula tied to earnings per
share, may fully match the first 5% of base compensation contributed (the
additional amount, if any, is shown under Bonus in the Summary Compensation
Tables). Under Federal law, contributions to these plans are limited. In
1995, the salary reduction amount was limited to $9,240.
Deferred Compensation Plan
- --------------------------
Those executives whose contributions to the Incentive Thrift Plan were
limited by Federal law may make further contributions to the Deferred
Compensation Plan and the System will match them under the Deferred
Compensation Plan on the same terms as if the full amount had been contributed
to the Incentive Thrift Plan. However, these amounts under the Deferred
Compensation Plan may only be invested at the then applicable prime rate or in
NEES shares.
Life Insurance
- --------------
NEES has established for certain senior executives life insurance plans
funded by individual policies. The combined death benefit under these
insurance plans is three times the participant's annual salary.
<PAGE>
After termination of employment, participants in one of the insurance plans
may elect, commencing at age 55 or later, to receive an annuity income equal
to 40% of annual salary. In that event, the life insurance is reduced over
fifteen years to an amount equal to the participant's final annual salary. Due
to changes in the tax law, this plan was closed to new participants, and an
alternative was established with only a life insurance benefit. The
individuals listed in the NEES and NEP summary compensation tables and Ms.
LaFleur and Messrs. Dickson and McCabe are in one or the other of these plans.
These plans are structured so that, over time, the System should recover the
cost of the insurance premiums.
Financial Counseling
- --------------------
NEES pays for personal financial counseling for senior executives. As
required by the IRS, a portion of the amount paid is reported as taxable income
for the executive. Financial counseling is also offered to other
employees through a limited number of seminars conducted at various locations
each year.
Other
- -----
The System does not have any share option plans.
Retirement Plans
- ----------------
The following chart shows estimated annual benefits payable to executive
officers under the qualified pension plan and the supplemental retirement plan,
assuming retirement at age 65 in 1996.
<TABLE>
PENSION TABLE
<CAPTION>
FIVE-YEAR 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS 40 YEARS
AVERAGE SERVICE SERVICE SERVICE SERVICE SERVICE SERVICE
COMPENSATION
- ------------ -------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$300,000 87,800 115,100 141,600 168,100 184,800 193,800
$350,000 102,800 134,800 165,800 196,900 216,600 227,100
$400,000 117,800 154,500 190,100 225,700 248,300 260,300
$500,000 147,900 193,900 238,600 283,300 311,700 326,700
$600,000 177,900 233,300 287,100 340,900 375,200 393,200
$700,000 208,000 272,700 335,600 398,500 438,600 459,600
$800,000 238,000 312,100 384,100 456,100 502,100 526,100
$900,000 269,100 351,500 432,600 513,700 565,500 592,500
$1,000,000 298,100 390,900 481,100 571,300 629,000 659,000
$1,100,000 328,200 430,300 529,600 628,900 692,400 725,400
</TABLE>
For purposes of the retirement plans, Messrs. Rowe, Houston, Tranen, and
Sergel currently have 18, 33, 26, and 17 credited years of service,
respectively. At his retirement on December 31, 1995, Mr. Greenman had 30
credited years of service. Mr. Dickson, Mr. Holt, Ms. LaFleur, Ms. Sala, and
Mr. Pini currently have 22, 24, 10, 26, and 17 credited years of service,
respectively. Messrs. McCabe, Watkins, Frost, Beirne, and Nadeau currently
have 27, 23, 33, 24, and 40 credited years of service, respectively. Mr.
Newsham and Mr. Bailey currently have 45 and 27 credited years of service,
respectively.
Benefits under the pension plans are computed using formulae based on
percentages of highest average compensation computed over five consecutive
<PAGE>
years. The compensation covered by the pension plan includes salary, bonus,
and incentive share awards. The benefits listed in the pension table are not
subject to deduction for Social Security and are shown without any joint and
survivor benefits.
The Pension Table above does not include annuity payments to be received
in lieu of life insurance for Messrs. Rowe, Houston, and Greenman. The
policies are described below under Plan Summaries.
Mr. Newsham will also receive a supplemental pension payment of $5,000 per
year.
Under the Retirement Supplement Plan, participants receive an annual
adjustment to their pension benefits. The amount of the adjustment is equal
to the rate of interest on AAA bonds for the prior year less two percent (but
in no case more than the increase in the cost of living).
The System contributes the full amount toward post-retirement health
benefits for senior executives.
Payments Upon a Change of Control
- ---------------------------------
NEES has agreements with certain of its executives, including those named
in the Summary Compensation Table, which provide severance benefits in the
event of certain terminations of employment following a Change in Control of
NEES (as defined below). If, following a Change of Control, the executive's
employment is terminated other than for cause (as defined) or if the
executive terminates employment for good reason (as defined), NEES will pay
to the executive a lump sum cash payment equal to three times (two times for
some executives) the sum of the executive's most recent annual base
compensation and the average of his or her bonus amounts for the prior three
years. If Mr. Rowe receives payments under his severance agreement that
would subject him to any federal excise tax due under section 280G of the
Internal Revenue Code, he will receive a cash "gross-up" payment so he would
be in the same net after-tax position he would have been in had such excise
tax not been applied. In addition, NEES will provide disability and health
benefits to the executive for two to three years, provide such
post-retirement health and welfare benefits as the executive would have
earned within such two to three years, and grant two or three additional
years of pension credit. Mr. Rowe would become eligible for benefits under
the Retirement Supplement Plan described below prior to the five-year vesting
term.
Change in Control, including potential change of control, occurs (1) when
any person becomes the beneficial owner of 20% of the voting securities of
NEES, (2) when the prior members of the Board no longer constitute a 2/3
majority of the Board, or (3) NEES enters into an agreement that could result
in a Change in Control.
The terms of the agreements are for three years with automatic annual
extensions, unless terminated by NEES.
The System's bonus plans, including the incentive compensation plans
described in the Compensation Committee report, the Incentive Thrift Plan I,
and the Goals Program, provide for payments equal to the average of the
bonuses for the three prior years in the event of a Change of Control. This
payment would be made in lieu of the regular bonuses for the year in which
the Change in Control occurs. The new Long-Term Performance Share Award Plan
provides for a cash payment equal to the value of the performance shares in
the participant's account times the average target achievement percentage for
the Incentive Thrift Plan I for the three prior years. The System's Retirees
Health and Life Insurance Plan I has provisions preventing changes in
benefits adverse to the participants for three years following a Change in
Control. The Incentive Share Plan and related Incentive Share Deferral
Agreements provide that, upon the occurrence of a change in control (defined
more narrowly than in the other plans), any restrictions on shares and
account balances would cease.
<PAGE>
New England Electric System Compensation
Committee Report on Executive Compensation
- ------------------------------------------
The System's total compensation package is designed to attract and retain
superior managers who can successfully lead the System as our industry
becomes increasingly competitive and whose backgrounds are not necessarily
limited to our System or industry. This package consists of Base Salary,
Incentive Compensation (performance based, at risk compensation), and
Benefits. The Committee periodically reviews each component of the System's
executive compensation program to ensure that pay levels and incentive
opportunities are competitive and that incentive opportunities are linked to
System performance. The System's general compensation philosophy is that the
Base Salary ranges should be competitive. A significant portion of
management compensation should be tied to achievement of corporate goals in
order to maintain a sharp focus on corporate performance and to consistently
align the interest of management and the System's shareholders and
customers. An ever higher percentage of total compensation should be at risk
as one moves upward through management. The compensation of Mr. Rowe, the
Chief Executive Officer, is based on the same considerations and structure as
that of the other executive officers.
Given that Mr. Rowe has stated his intention to continue to defer his
incentive share plan awards, which adds a margin under the tax law, and that
the compensation for each of the System's executive officers is still below
the $1 million threshold at which tax deductions are limited under the recent
revisions to the Internal Revenue Code, the Committee has not had to address
issues related thereto but continues to monitor them.
The NEES Board of Directors votes the compensation of Mr. Rowe, acting
upon recommendations of the Compensation Committee, which is described on
page 29. The Committee reports its decisions to the Board of Directors.
After meeting in executive session and discussing the reports made by the
Committee, the Board of Directors has unanimously accepted each of the
recommendations made in 1995 and to date in 1996. The Compensation Committee
votes the compensation of all other System executive officers listed in the
Summary Compensation Table, as well as other senior employees. Although
System management may be present during Committee discussions of officers'
compensation, Committee decisions with respect to the compensation of Mr.
Rowe are reached in executive session.
Base Salary
- -----------
Base Salary levels are established after consideration of the appropriate
market to determine the average salary for a position. Extensive salary
survey analyses are compiled annually and presented to the Committee for
review. Salary ranges are then defined on the basis of those market surveys.
These surveys may include some of the same companies included in incentive
compensation plan comparisons or in the corporate performance chart.
In November 1994, after consideration of multiple surveys prepared by
various consulting organizations and industry groups, the Committee had
recommended the base salary for Mr. Rowe be set at $537,600 for 1995. In
1995, with the implementation of the Long-Term Performance Share Award Plan,
described below, and with Mr. Rowe's inclusion in the Retirement Supplement
Plan, the Committee did not recommend any change in the base salary for Mr.
Rowe for 1996.
In November 1995, the Committee reviewed the performance of each
individual in the compensation group below Mr. Rowe, the relative position of
these individuals compared to the market surveys discussed above, and the
Committee's subjective analysis of the performance of those individuals. The
Committee adopted salary recommendations.
<PAGE>
Performance Based Incentive Compensation
- ----------------------------------------
Performance Based Incentive Compensation (at risk compensation or bonus)
is designed to deliver rewards above base salary, if the System and the
individual executives perform well.
Annual Target Plans
- -------------------
The incentive components of the annual target compensation plans are based
on formulae with difficult threshold targets. Under the formulae, in order
for any plan bonuses to be awarded, the System must achieve a return on
equity that places the System in the top 50% of the approximately 90 electric
utilities listed in the Duff & Phelps Utility Group (the National Grouping)
or in the top 50% of the New England/New York regional utilities (the
Regional Grouping). See the Return on Equity graph, below. The Board of
Directors, in response to extraordinary events, may enhance or curtail the
actual return on equity used to determine whether the System met the targets.
They did not do so for 1995. In February 1996, the Committee voted the
bonuses under these plans.
For the maximum incentive to be awarded, the System must achieve a return
on equity in the top 25% of both the National and Regional Groupings and the
System's cost per kilowatthour must be the lowest or next lowest of a
selected group of New England electric utilities. In 1995, if only one of
the return on equity targets had been met, Mr. Rowe would have received a
bonus (cash and incentive shares as described below) of 19.2% of base pay.
The maximum would have been 80% of base pay. Based on the performance
described below, his formula bonus (cash and shares) was 76.5% of base pay.
For purposes of determining the bonus amount for 1995, the System placed
in the 65th and the 75th percentiles in return on shareholder equity of the
National and Regional Groupings, respectively. The System placed next to the
lowest in the Regional Grouping with respect to customer cost per
kilowatthour in 1995.
No bonus awards are made if earnings are not sufficient to cover
dividends, even if the return on equity targets are met. The Committee may
authorize special bonuses but did not do so in 1995 for Mr. Rowe or the other
senior officers identified in the Summary Compensation Table.
Mr. Rowe's bonus under the plan is directly related to achievement of the
above described corporate targets. The incentive compensation plan bonuses
of the other executives are additionally dependent upon the achievement of
individual goals.
The participants in the incentive compensation plans are also awarded NEES
common shares under an incentive share plan, approved by the shareholders in
1990. Shares are only awarded against the annual target incentive
compensation plan cash awards generated by the formulae. No discretion is
exercised by the Committee in the awarding of the shares. An individual's
award of shares under the incentive share plan is a fixed percentage of her
or his cash award for that year from the incentive compensation plan in which
she or he participates. For Mr. Rowe, the percentage is 60%. If no cash
award is made, no shares are distributed. Further, total awards of shares in
any calendar year cannot exceed one-half of one percent (0.5%) of the number
of outstanding shares at the end of the previous calendar year. (The
incentive shares awarded, including those deferred, for 1995 were 0.06% of
the number of outstanding shares.) The Committee voted to approve the
bonuses upon which the share awards are based on February 26, 1996.
Three-Year Target Plan
- ----------------------
In order to increase executive focus on multi-year performance of the
System, the Committee recommended to the Board the establishment of the
<PAGE>
Long-Term Performance Share Award Plan described below. No payout will be
made under this plan until the Spring of 1999.
Under the new plan, awards are based upon various measures of System
performance over a three-year period. Each award factor or measurement
functions independently. The factors include financial and operating
performance. The factors may be related to those in the incentive plans but
with higher thresholds. Performance is rated on rolling three-year periods,
with a new cycle beginning each year. An individual's potential award under
the plan is a fixed percentage of her or his base pay on the January 1 of the
first year of the plan measurement period. For Mr. Rowe, that percentage was
50%. Percentages for other executives range from 15% to 50%. No dividends
accrue on the allocated shares. At the end of the three-year cycle, the
participant receives actual shares based upon the performance against the
various factors. For example, for the first cycle, 20% of the shares are
dependent upon total shareholder return compared to other regional utilities.
The factors are established by the Committee at the beginning of each cycle.
All participants share the same factors and factor weights.
Benefits
- --------
The executive benefits are designed both to provide a competitive package
and to retain System flexibility in staffing management to meet changing
conditions.
NEES had offered to its previous chief executive officers a retirement
supplement plan providing an annual adjustment to their pension benefits.
The amount of the adjustment is equal to the rate of interest on AAA bonds
for the prior year less two percent (but in no case more than the increase in
the cost of living). In order to retain Mr. Rowe's services during the
period of transition to a competitive industry, the Compensation Committee
endorsed offering the retirement supplement plan to Mr. Rowe, subject to his
remaining in the employ of the Company until December 31, 2000. See Plan
Summaries and Retirement Plans, below.
Deferred Compensation Plan
- --------------------------
The Committee voted to extensively revise the Deferred Compensation Plan
to increase the number of executives who might participate and to offer an
election to have the value of their deferral tied either to prime rate or to
NEES shares.
Executive Health
- ----------------
It has been the System's policy to contribute fully to post- retirement
health benefits for senior executives. The Compensation Committee voted to
restrict this benefit for new participants in the incentive plans.
Share Ownership Guidelines
- --------------------------
At its meeting in October 1995, the Committee voted that the System has
long recognized the importance of consistent alignment of executive interests
with those of shareholders. Therefore, it is expected that executives will
own shares or share equivalents to certain minimum levels within five years
of being subject to this requirement. For Mr. Rowe, the level is 40,000
shares. For the other executives listed in the NEES Summary Compensation
Table, the level is 15,000 shares. Other executives are expected to hold
from 2,000 to 7,000 shares, depending upon their compensation levels and
bonus plans. In view of the establishment of these guidelines, the Committee
determined it was no longer necessary to place restrictions on the sale of
shares granted in the future, under the Incentive Share Plan.
<PAGE>
At its meeting on February 27, 1996, the NEES Board of Directors voted
that members of the NEES Board were expected to own 2,500 shares, within five
years of being subject to this requirement.
New England Electric System Compensation Committee
John M. Kucharski
George M. Sage
James R. Winoker
CORPORATE PERFORMANCE
Total Return
The following graph shows total shareholder return for NEES (capital
appreciation plus reinvested dividends) for the years 1990 through 1995 as
compared to the Standard & Poor's 500 Index and the Edison Electric Institute
(EEI) Index of 100 investor-owned electric companies assuming the investment
of $100 on December 31, 1990.
<TABLE>
<CAPTION>
NEES S & P 500 EEI Index
---- --------- ---------
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 138.99 130.47 128.87
1992 177.68 140.40 138.69
1993 190.57 154.55 154.11
1994 167.12 156.60 136.28
1995 220.81 215.44 178.55
</TABLE>
Note: The share price performance shown on the graph above is not
necessarily indicative of future price performance.
Return on Equity
The following graph shows the return on equity of NEES common shares for
the years 1991 through 1995 compared to a national grouping of approximately
90 electric utilities (those utilities listed in the Duff & Phelps Utility
Group) and a regional grouping of utilities in the New York and New England
area. As discussed in the report of the Compensation Committee, return on
equity is a key driver of the System's incentive compensation program.
<TABLE>
<CAPTION>
NEES National Regional
Grouping Grouping
---- -------- --------
<S> <C> <C> <C>
1991 12.64% 12.13% 11.30%
1992 12.58% 11.32% 11.84%
1993 12.64% 11.90% 11.41%
1994 12.73% 11.42% 11.40%
1995 12.78% 11.72% 10.43%
</TABLE>
Note: The return on equity shown for each grouping is the median
at the date of incentive compensation determination. The
earnings performance shown on the graph above is not
necessarily indicative of future performance.
NEES Board Structure and Compensation
- -------------------------------------
NEES has an Executive Committee, an Audit Committee, a Compensation
Committee, and a Corporate Responsibility Committee. The committee
memberships listed below are as of January 1, 1996. In February 1996, NEES
<PAGE>
established a Nominating Committee to be comprised of those members of the
Executive Committee who are not present or past officers or employees of
NEES.
The members of the Executive Committee are Mrs. Bok, Mr. Ladd, Mr. Rowe,
Mr. Sage, and Ms. Wexler. Mrs. Bok serves as the Chairman of this Committee.
During the intervals between meetings of the Board of Directors, the
Executive Committee has all the powers of the Board that may be delegated.
The members of the Nominating Committee are Mr. Ladd, Mr. Sage, and Ms.
Wexler. Mr. Ladd serves as Chairman of this Committee. This Committee
considers written recommendations from shareholders for nominees to the
Board.
The members of the Audit Committee are Messrs. Joskow, Soule, and
Winoker. Mr. Joskow serves as the Chairman of this Committee. The Audit
Committee reviews with the independent public accountants the scope of their
audit and management's financial stewardship for the current and prior years.
This Committee also selects and recommends, subject to the Board of
Directors' approval, the independent public accountants to be engaged for the
coming year.
The members of the Compensation Committee are Messrs. Kucharski, Sage,
and Winoker. Mr. Sage serves as the Chairman of this Committee. The
Compensation Committee is responsible for executive compensation, including
the administration of certain of NEES'incentive compensation plans.
The members of the Corporate Responsibility Committee are Mrs. Bok, Mr.
McClure, Mr. Rowe, Ms. Wexler, and Mr. Wilson. Mr. Wilson serves as the
Chairman of this Committee. The Corporate Responsibility Committee is
responsible for reviewing compliance with laws and regulations, offering
guidance in considering public policy issues, and helping to assure ethical
conduct.
The Chairman of the Executive Committee receives an annual retainer of
$7,000. Other members of the Executive Committee, except Mr. Rowe, receive
an annual retainer of $5,000. The Chairman of the Nominating Committee
receives an annual retainer of $2,000. There is no retainer for the other
members of the Nominating Committee. The Chairmen of the Audit,
Compensation, and Corporate Responsibility Committees each receive an annual
retainer of $6,000. Other members of these Committees, except Mr. Rowe,
receive annual retainers of $4,000. All directors participating in a
Committee meeting, except Mr. Rowe, receive a meeting fee of $850 plus
expenses.
Members of the Board of Directors, except Mr. Rowe, receive annually a
retainer of $14,000 and 200 common shares of the Company (300 shares
commencing May 1996), and a meeting fee of $850 plus expenses.
NEES permits directors to defer all or a portion of any retainers and
meeting fees under a deferred compensation plan. Under the plan, at
retirement directors may elect to receive lump sum payments of all amounts
deferred with interest, or either lifetime annuities or ten year annuities,
depending upon the specific deferral arrangement. A special account is
maintained on NEES' books showing the amounts deferred and the interest
accrued thereon. This plan also provides certain death and disability
benefits. Group life insurance of $72,000 is provided to each member of the
Board of Directors. Director contributions to qualified charities are
matched by NEES under a matching gift program.
Pursuant to a director retirement plan, nonemployee directors who have
served on the Board of NEES for 5 years or more will receive a retirement
benefit upon the later of the director's retirement from the Board or age 60.
The benefit level is 100% of the annual retainer for directors who served on
the Board for 10 or more years and 75% of the annual retainer for directors
who served between 5 and 10 years. There are no death benefits under the
plan.
<PAGE>
The Board of Directors held 7 meetings in 1995. The Executive, Audit,
Compensation, and Corporate Responsibility Committees held 3, 3, 6, and 4
meetings, respectively, in 1995. With the exception of Messrs. Kucharski,
Soule, and Wilson, all directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and the committees of which they
were members.
Mass. Electric, Narragansett, and NEP Directors' Compensation
- -------------------------------------------------------------
Members of the Mass. Electric and Narragansett Boards of Directors,
except Dickson, McCabe, Rowe, and Sergel receive a quarterly retainer of
$1,250, a meeting fee of $600 plus expenses, and 50 NEES common shares each
year. Since all members of the NEP Board are employees of NEES System
companies, no fees are paid for service on the Board except as previously
noted for Mrs. Bok.
Mass. Electric and Narragansett permit directors to defer all or a
portion of their retainers and meeting fees. Special accounts are maintained
on Mass. Electric's and Narragansett's books showing the amounts deferred and
the interest accrued thereon.
Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) None. Payments are made to certain employees and other persons, who
may act in the capacities enumerated in Item 7 for services rendered or
materials purchased, but such payments are not contributions.
(2) Year Ended December 31, 1995.
<TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
Purpose of Disbursing
Name of Recipient or Beneficiary (A) Company Amount
- ------------------------------- ------- ----------------- ------
<S> <C> <C> <C>
Name of Company
---------------
Mass. Electric
--------------
Nashua River Watershed Council 930.20 $ 200.00
Connecticut River Watershed Council 930.20 $ 200.00
Massachusetts Electric & Gas Association 426.40 $ 90,287.00
Joyce & Joyce (B) 426.40 $ 40,000.00
Edison Electric Institute 426.40 $ 5,431.00
Merrimack River Watershed Council 426.10 $ 1,500.00
Massachusetts Taxpayers Foundation 426.10 $ 8,682.00
New England Legal Foundation 426.10 $ 5,400.00
National Conference of Christians & Jews 426.10 $ 1,500.00
The Northeast Corridor Initiative Inc. 426.10 $ 1,000.00
Pioneer Institute for Public Policy 426.10 $ 2,500.00
The Republican Governor's Assoc. 426.10 $ 2,000.00
NEP
---
Gallagher Callahan and Gartrell (B) 426.40 $157,571.00
Massachusetts Taxpayers Foundation Inc. 426.40 $ 8,682.00
Joyce & Joyce (B) 426.40 $ 40,000.00
Edison Electric Institute 426.40 $ 2,432.00
American Enterprise Institute 426.10 $ 1,000.00
Resources for the Future 426.10 $ 5,000.00
The Alliance to Save Energy 426.10 $ 3,125.00
<PAGE>
Save the Bay 426.10 $ 3,200.00
New England Legal Foundation 426.10 $ 2,400.00
The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00
City of Gloucester Reinventing Government 426.10 $ 5,000.00
Business for Social Responsibility 426.10 $ 1,250.00
Taunton River Watershed 426.10 $ 10,000.00
The New England Salmon Association 426.10 $ 4,280.00
Nashua River Watershed Association 426.10 $ 500.00
Society for the Protection of NH Forest 426.10 $ 430.00
Urban League of Rhode Island 426.10 $ 750.00
Council on Economic Priorities 426.10 $ 5,000.00
Coneg Policy Research Center Inc. 426.10 $ 2,500.00
New England Governors Conference Inc. 426.10 $ 2,500.00
The Republican Governors Association 426.10 $ 1,000.00
Narragansett
------------
M&P Strategic Communications (B) 426.40 $ 31,014.00
McGovern, Noel & Benik, Inc. (B) 426.40 $ 7,500.00
John G. Coffey, Esq. (B) 426.40 $ 40,000.00
Winsor Association Co. (B) 426.40 $ 22,000.00
Edison Electric Institute 426.40 $ 1,876.00
Save the Bay 426.10 $ 1,025.00
R.I. Public Expenditure Council 426.10 $ 11,774.00
National Conference of Christians & Jews 426.10 $ 3,300.00
New England Legal Foundation 426.10 $ 2,000.00
The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00
The Alliance to Save Energy 426.10 $ 2,250.00
Environmental Council of RI 426.10 $ 2,000.00
The Republican Governor's Assoc. 426.10 $ 1,500.00
Granite State
-------------
Gallagher Callahan and Gartrell (B) 426.40 $ 16,158.00
Edison Electric Institute 426.40 $ 198.00
The Alliance to Save Energy 426.10 $ 250.00
New England Legal Foundation 426.10 $ 200.00
The Republican Governor's Assoc. 426.10 $ 500.00
NEES
----
Paul, Hastings, Janofsky & Walker (B) 426.40 $ 48,221.27
Massachusetts Business Roundtable 426.40 $ 700.00
Repeal PUHCA Now Coalition (B) 426.40 $ 3,500.00
<FN>
- --------------------
(A) All such payments, unless otherwise noted, were subscriptions, dues, and/or
contributions.
(B) Payments for legislative services.
</TABLE>
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
<TABLE>
<CAPTION>
Serving Receiving Compensation
Transaction Company Company (1995)
- ----------- ------- --------- ------------
<S> <C> <C> <C>
Fuel Purchase Contract (1) NEEI NEP $63,132,685
Phase I Terminal Facility
Support Agreement (2) NEET NEP $ 2,001,291
Phase II Massachusetts Transmission NEHTEC NEP $ 8,552,453
Facilities Support Agreement (3)
<PAGE>
Phase II New Hampshire Transmission NEHTC NEP $ 6,423,046
Facilities Support Agreement (4)
<FN>
- --------------------
(1) Contract dated 7/26/79 as amended was in effect at 12/31/95.
(2) Agreement dated 12/1/81 as amended was in effect at 12/31/95.
(3) Agreement dated 6/1/85 as amended was in effect at 12/31/95.
(4) Agreement dated 6/1/85 as amended was in effect at 12/31/95.
</TABLE>
Part II.
See Item 6, Part III.
Part III.
None.
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
Item 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
- --------------------
NEES Consolidating Financial Statements (Supplement A-1) and Financial
Statements and Supporting Schedules of NEES and NEES subsidiaries consolidated
contained in the NEES 1995 Form 10-K (Supplement A-2).
Exhibits
- --------
Unless otherwise indicated, the exhibits listed below are incorporated by
reference to the appropriate exhibit numbers and the commission file numbers
indicated in parenthesis.
A. Annual Reports:
1. a. Connecticut Yankee Atomic Power Company 1995 Annual Report to
Shareholders (Exhibit A.2.1 to Northeast Utilities' Form U-5-S,
File No. 30-246).
b. Connecticut Yankee Atomic Power Company 1995 FERC Form 1 (Exhibit
A.2.2 to Northeast Utilities' Form U-5-S, File No. 30-246).
2. a. Maine Yankee Atomic Power Company 1995 Annual Report (filed
herewith).
b. Maine Yankee Atomic Power Company 1995 FERC Form 1 (filed
herewith).
3. Massachusetts Electric Company, Form 10-K for the year ended
December 31, 1995 (File No. 0-5464).
4. The Narragansett Electric Company, Form 10-K for the year ended
December 31, 1995 (File No. 0-898).
5. New England Electric System, Form 10-K for the year ended December 31,
1995 (File No. 1-3446).
<PAGE>
6. New England Power Company, Form 10-K for the year ended December 31,
1995 (File No. 0-1229).
7. a. Vermont Yankee Nuclear Power Corporation 1995 Annual Report to
Stockholders (filed herewith).
b. Vermont Yankee Nuclear Power Corporation 1995 FERC Form 1 (filed
herewith).
8. a. Yankee Atomic Electric Company 1995 Annual Report to Stockholders
(filed herewith).
b. Yankee Atomic Electric Company 1995 FERC Form 1 (filed herewith).
9. New England Electric Transmission Corporation 1995 Annual Report
(filed herewith).
B. Corporate Documents:
1. Granite State Electric Company:
a. Articles of Organization (Exhibit B-1a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B-1b to NEES 1983 Form U-5-S).
2. Massachusetts Electric Company:
a. Articles of Organization (Exhibit B-2a to NEES 1983 Form U-5-S);
Articles of Amendment dated March 5, 1993, August 11, 1993,
September 20, 1993, and November 15, 1993 (Exhibit 3(a) to 1993
Form 10-K, File No. 0-5464).
b. By-laws (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464).
3. The Narragansett Electric Company:
a. Charter (Exhibit B-3a to NEES 1983 Form U-5-S); Amendment to
Charter dated June 9, 1988 (Exhibit B-3.a. to NEES 1988
Form U-5-S).
b. By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898).
c. Stockholders Votes re Preference Provisions as amended dated March
23, 1993 (Exhibit 4(c) to NEES 1993 Form 10-K, File No.
1-3446).
4. Narragansett Energy Resources Company:
a. Articles of Incorporation (Exhibit B-4a to NEES 1987 Form
U-5-S).
b. By-laws (filed herewith).
5. New England Electric Resources, Inc.:
a. Articles of Organization (Exhibit B-5a to NEES 1993 Form U-5-S).
b. By-Laws (Exhibit B-5b to NEES 1993 Form U-5-S).
6. New England Electric System:
a. Agreement and Declaration of Trust (Exhibit 3 to NEES 1994 Form
10-K, File No. 1-3446).
7. New England Electric Transmission Corporation:
a. Restated Articles of Incorporation (Exhibit B-6a to NEES 1983 Form
U-5-S).
b. By-laws (Exhibit B-6b to NEES 1983 Form U-5-S).
<PAGE>
8. New England Energy Incorporated:
a. Articles of Organization (Exhibit B-7a to NEES 1983 Form U-5-S);
Articles of Amendment dated April 8, 1988 (Exhibit B.8.a. to NEES
1988 Form U-5-S).
b. By-laws (filed herewith).
9. New England Hydro Finance Company, Inc.
a. Articles of Organization (Exhibit B.9.a. to NEES 1988 Form
U-5-S).
b. By-laws (filed herewith).
10. New England Hydro-Transmission Corporation
a. Articles of Incorporation (Exhibit B-8a to NEES 1986 Form
U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit
B.10.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.10.b. to NEES 1988 Form U-5-S).
11. New England Hydro-Transmission Electric Company
a. Restated Articles of Organization dated January 13, 1989 (Exhibit
B.11.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.11.b. to NEES 1988 Form U-5-S).
12. New England Power Company:
a. Articles of Organization (Exhibit B-8a to NEES 1983 Form U-5-S);
Articles of Amendment dated June 25, 1987 (Exhibit B.12.a. to NEES
1988 Form U-5-S).
b. By-laws (Exhibit 3(b) to 1995 Form 10-K, File No. 0-1229).
13. New England Power Service Company:
a. Articles of Organization (Exhibit B-9a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B.13.b to NEES 1988 Form 10-K, File No. 0-1229).
C. Funded Debt:
1. Granite State Electric Company:
Note Agreement with John Hancock dated March 15, 1985 (Exhibit A
to Granite Certificate of Notification, File No. 70-6998).
Note Agreement with Teachers Insurance dated as of February 1,
1987 (Exhibit A to Granite Certificate of Notification, File No.
70-7288).
Note Agreement with Aid Association for Lutherans dated as of
October 1, 1991 (Exhibit C-1 to NEES 1991 Form U-5-S).
Note Agreement with First Colony Life Insurance Company dated as
of November 1, 1993 (Exhibit C-1 to NEES 1993 Form U-5-S).
Note Agreement with First Colony Life Insurance Company dated as
of July 1, 1995 (Exhibit A to Granite Certificate of Notification,
File No. 70-8625).
2. Massachusetts Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of July 1,
1949, and twenty-one supplements thereto (Exhibit 7-A, File
No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No.
2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4 to
1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K, File
No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No. 1-3446;
<PAGE>
Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(a)
to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 Form
10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-K,
File No. 1-3446).
3. The Narragansett Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of
September 1, 1944, and twenty-two supplements thereto (Exhibit
7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit
4-C, File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4
to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K,
File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898;
Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986
Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File
No. 0-898; Exhibit C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to
1992 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form
10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-K,
File No. 1-3446).
4. New England Electric Transmission Corporation:
Note Agreement with PruCapital Management, Inc. et al. dated as
of September 1, 1986; Mortgage, Deed of Trust and Security
Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986
Form 10-K, File No. 1-3446).
5. New England Energy Incorporated:
Credit Agreement dated as of April 13, 1995 (Exhibit 10(e)(v)
to 1995 NEES Form 10-K, File No. 1-3446).
6. New England Power Company:
a. General and Refunding Mortgage Indenture and Deed of Trust
dated as of January 1, 1977 and twenty supplements thereto
(Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b)
to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983
Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K,
File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No.
0-1229; Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229;
Exhibit 4(c)(ii) to 1989 Form 10-K, File No. 1-3446; Exhibit
4(c)(ii) to 1990 Form 10-K, File No. 1-3446; Exhibit C-6b to
NEES 1991 Form U-5-S; Exhibit 4(c)(ii) to NEES 1992 Form 10-K,
File No. 1-3446; Exhibit 4(d) to NEES 1993 Form 10-K, File No.
1-3446; Exhibit 4(d) to 1995 NEES Form 10-K, File No. 1-3446).
b. Loan Agreement with Massachusetts Industrial Finance Agency
dated as of March 15, 1980 and two supplements thereto
(Exhibit C-8c to NEES 1983 Form U-5-S); Supplements dated as of
October 1, 1992 and September 1, 1993 (Exhibit C-6b to NEES
1993 Form U-5-S).
c. Loan Agreement with Business Finance Authority of the State of
New Hampshire (formerly the Industrial Development Authority of
the State of New Hampshire) dated as of November 15, 1983
(Exhibit C-8d to NEES 1983 Form U-5-S); First Supplement dated
as of April 1, 1986 (Exhibit C-7d to NEES 1986 Form U-5-S);
Second Supplement dated as of August 1, 1988 (Exhibit C.7.d. to
NEES 1988 Form U-5-S); Third Supplement dated as of February 1,
1989; Fourth Supplement dated as of November 1, 1990 (Exhibit
C-6d to NEES 1990 Form U-5-S); Fifth Supplement dated as of
June 15, 1991 (Exhibit C-6d to NEES 1991 Form U-5-S); Sixth
Supplement dated as of January 1, 1993 (Exhibit C-6d to NEES
1992 Form U-5-S); Seventh Supplement dated as of October 1,
1993 and Eighth Supplement dated as of December 1, 1993
(Exhibit C-6c to NEES 1993 Form U-5-S); and Ninth Supplement
dated as of February 1, 1995 (filed herewith).
<PAGE>
d. Loan Agreement with the Connecticut Development Authority dated
as of October 15, 1985 (Exhibit C-8(h) to NEES 1985 Form
U-5-S).
7. Narragansett Energy Resources Company:
Note Agreements with Connecticut General Life Insurance
Company, CIGNA Property and Casualty Insurance Company,
Insurance Company of North America, and Life Insurance Company
of North America, dated November 30, 1995 (Exhibit A to NERC
Certificate of Notification, File No. 70-8671).
D. New England Electric System and Subsidiary Companies, Federal and State
Income Tax Allocation Agreement (Exhibit D to NEES 1994 Form U-5-S).
E. 1. Schedule showing Money Pool investments for 1995 (filed herewith).
2. NEERI annual report on Modified Form U-13-60 (filed herewith).
3. Ocean State Power Financial Statements as of December 31, 1995
(filed herewith).
4. Ocean State Power II Financial Statements as of December 31, 1995
(filed herewith).
5. OSP Finance Company Financial Statements as of December 31, 1995
(filed herewith).
6. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan (Thrift Plan) (filed herewith).
7. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan II (Thrift Plan II) (filed herewith).
8. Financial Statements of the Yankee Atomic Electric Company Thrift
Plan (filed herewith).
F. Schedules (filed herewith).
G. Financial Data Schedules (filed herewith).
H. None.
I. None.
<PAGE>
The name "New England Electric System" means the Trustee or Trustees for
the time being (as trustee or trustees but not personally) under an Agreement
and Declaration of Trust dated January 2, 1926, as amended, which is hereby
referred to and a copy of which, as amended, has been filed with the
Secretary of The Commonwealth of Massachusetts. Any agreement, obligation or
liability made, entered into or incurred by or on behalf of New England
Electric System binds only its trust estate, and no shareholder, director,
trustee, officer or agent thereof assumes or shall be held to any liability
therefor.
SIGNATURE
New England Electric System, a registered holding company, has duly
caused this Annual Report, Form U-5-S, for the year ended December 31, 1995,
Commission's File No. 30-33 to be signed on its behalf, by the undersigned
thereunto duly authorized, pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By:
Michael E. Jesanis, Treasurer
Date: May 1, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
Supplement NEES Consolidating Balance Sheet, Filed under
A-1 Consolidating Income and Retained Earnings cover of
Statements and Consolidating Statement of Form SE
Changes in Financial Position for the
year ended December 31, 1995
Supplement NEES Form 10-K for the year ended Filed under
A-2 December 31, 1995 cover of
Form SE
A.1.a Connecticut Yankee Atomic Power Company Incorporated
1995 Annual Report to Shareholders by reference
A.1.b Connecticut Yankee Atomic Power Company Incorporated
1995 FERC Form 1 by reference
A.2.a Maine Yankee Atomic Power Company Filed under
1995 Annual Report cover of
Form SE
A.2.b Maine Yankee Atomic Power Company Filed under
1995 FERC Form 1 cover of
Form SE
A.3 Massachusetts Electric Company Incorporated
Form 10-K for the year ended December 31, 1995 by reference
A.4 The Narragansett Electric Company Incorporated
Form 10-K for the year ended December 31, 1995 by reference
A.5 New England Electric System Incorporated
Form 10-K for the year ended December 31, 1995 by reference
A.6 New England Power Company Incorporated
Form 10-K for the year ended December 31, 1995 by reference
A.7.a Vermont Yankee Nuclear Power Corporation Filed under
1995 Annual Report to Stockholders cover of
Form SE
A.7.b Vermont Yankee Nuclear Power Corporation Filed under
1995 FERC Form 1 cover of
Form SE
A.8.a Yankee Atomic Electric Company Filed under
1995 Annual Report to Stockholders cover of
Form SE
A.8.b Yankee Atomic Electric Company Filed under
1995 FERC Form 1 cover of
Form SE
A.9 New England Electric Transmission Filed under
Corporation 1995 Annual Report cover of
Form SE
B.1.a Granite State Electric Company Incorporated
Articles of Organization by reference
B.1.b Granite State Electric Company Incorporated
By-laws by reference
B.2.a Massachusetts Electric Company Incorporated
Amendment to Articles of Organization by reference
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
B.2.b Massachusetts Electric Company Incorporated
By-laws by reference
B.3.a The Narragansett Electric Company Incorporated
Amendment to Charter by reference
B.3.b The Narragansett Electric Company Incorporated
By-laws by reference
B.3.c The Narragansett Electric Company Incorporated
Stockholders Votes re Preference Provisions by reference
B.4.a Narragansett Energy Resources Company Incorporated
Articles of Incorporation by reference
B.4.b Narragansett Energy Resources Company Filed
By-laws herewith
B.5.a New England Electric Resources, Inc. Incorporated
Articles of Organization by reference
B.5.b New England Electric Resources, Inc. Incorporated
By-laws by reference
B.6.a New England Electric System Incorporated
Agreement and Declaration of Trust by reference
B.7.a New England Electric Transmission Corporation Incorporated
Restated Articles of Incorporation by reference
B.7.b New England Electric Transmission Corporation Incorporated
By-laws by reference
B.8.a New England Energy Incorporated Incorporated
Amendment to Articles of Organization by reference
B.8.b New England Energy Incorporated Filed
By-laws herewith
B.9.a New England Hydro Finance Company, Inc. Incorporated
Articles of Organization by reference
B.9.b New England Hydro Finance Company, Inc. Filed
By-Laws herewith
B.10.a New England Hydro-Transmission Corporation Incorporated
Amendment to Articles of Incorporation by reference
B.10.b New England Hydro-Transmission Corporation Incorporated
By-laws by reference
B.11.a New England Hydro-Transmission Electric Company Incorporated
Restated Articles of Organization by reference
B.11.b New England Hydro-Transmission Electric Company Incorporated
By-laws by reference
B.12.a New England Power Company Incorporated
Amendment to Articles of Organization by reference
B.12.b New England Power Company Incorporated
By-laws by reference
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
B.13.a New England Power Service Company Incorporated
Articles of Organization by reference
B.13.b New England Power Service Company Incorporated
By-laws by reference
C.1 Granite State Electric Company Incorporated
Note Agreement with John Hancock by reference
Granite State Electric Company Incorporated
Note Agreement with Teachers Insurance by reference
Granite State Electric Company Incorporated
Note Agreement with Aid Association for by reference
Lutherans
Granite State Electric Company Incorporated
Note Agreement with First Colony Life by reference
Insurance Company
Granite State Electric Company Incorporated
Note Agreement with First Colony Life by reference
Insurance Company
C.2 Massachusetts Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty-one supplements thereto
C.3 The Narragansett Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty-two supplements thereto
C.4 New England Electric Transmission Corporation Incorporated
Note Agreement with PruCapital Management, Inc. by reference
et al.
C.5 New England Energy Incorporated Incorporated
Credit Agreement dated as of April 13, 1995 by reference
C.6.a New England Power Company General and Incorporated
Refunding Mortgage Indenture and Deed of Trust by reference
and twenty supplements thereto
C.6.b New England Power Company Incorporated
Loan Agreement with Massachusetts Industrial by reference
Finance Agency and four supplements thereto
C.6.c New England Power Company Incorporated
Loan Agreement with Business Finance Authority by reference
of the State of New Hampshire (formerly the
Industrial Development Authority of the State
of New Hampshire) and eight supplements thereto
Ninth supplement dated as of February 1, 1995 Filed
herewith
C.6.d Loan Agreement with Connecticut Development Incorporated
Authority by reference
C.7 Narragansett Energy Resources Company Incorporated
Note Agreements by reference
D New England Electric System and Subsidiary Incorporated
Companies, Federal and State Income Tax by reference
Allocation Agreement
E.1 Money Pool investments for 1995 Filed
herewith
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
E.2 NEERI annual report on Modified Form U-13-60 Filed
herewith
E.3 Ocean State Power Financial Statements as of Filed under
December 31, 1995 cover of
Form SE
E.4 Ocean State Power II Financial Statements Filed under
as of December 31, 1995 cover of
Form SE
E.5 OSP Finance Company Financial Statements Filed under
as of December 31, 1995 cover of
Form SE
E.6 New England Electric System Companies Filed under
Incentive Thrift Plan Financial Statements cover of
Form SE
E.7 New England Electric System Companies Filed under
Incentive Thrift Plan II Financial Statements cover of
Form SE
E.8 Yankee Atomic Electric Company Filed under
Thrift Plan Financial Statements cover of
Form SE
F Schedules Filed under
cover of
Form SE
G Financial Data Schedules Filed
herewith
<PAGE>
As amended 3/21/95
BY-LAWS
OF
NARRAGANSETT ENERGY RESOURCES COMPANY
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall
be held at the office of the corporation in the Town of Westborough,
Massachusetts, or at such other place in Massachusetts or Rhode Island as
the president or a majority of the directors may designate, on the fourth
Friday of March in each year, if it be not a legal holiday, and if it be a
legal holiday, then on the next succeeding day not a legal holiday.
Purposes for which the annual meeting is to be held additional to those
prescribed by law, by the articles of incorporation and by these by-laws
may be specified by the board of directors or by writing signed by the
president or by a majority of the directors or by stockholders who are
entitled to vote and who hold at least one-tenth part in interest of the
capital stock. If such annual meeting is omitted on the day herein
provided therefor, a special meeting may be held in place thereof, and any
business transacted or elections held at such meeting shall have the same
effect as if transacted or held at the annual meeting.
Section 2. Special Meetings. Special meetings of the stockholders
may be called to be held anywhere in Massachusetts or Rhode Island by the
president or by a majority of the directors, and shall be called by the
secretary, or in case of the death, absence, incapacity or refusal of the
secretary, by any other officer of the corporation, upon written
application of one or more stockholders who are entitled to vote and who
hold at least one-tenth part in interest of the capital stock entitled to
vote at the meeting, stating the time, place and purpose of the meeting.
Section 3. Notice of Meetings. A written or printed notice of each
meeting of stockholders, stating the place, day and hour thereof and, in
the case of a special meeting, the purposes for which the meeting is
called, shall be given by the secretary, at least ten days before such
meeting to each stockholder entitled to vote thereat by leaving such notice
with him or at his residence or usual place of business, or by mailing it,
postage prepaid, and addressed to such stockholder at his address as it
appears in the records of the corporation. In the absence or disability of
the secretary, such notice may be given by the president or by a person
designated either by the secretary or by the person or persons calling the
meeting.
Section 4. Quorum. At any meeting of the stockholders, a majority
in interest of all stock issued and outstanding and entitled to vote upon a
question to be considered at the meeting shall constitute a quorum for the
consideration of such question, but a less interest may adjourn any meeting
from time to time, and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, a majority of the stock
represented thereat and entitled to vote shall, except where a larger vote
is required by law, by the articles of incorporation or by these by-laws,
decide any question brought before such meeting.
Section 5. Proxies and Voting. Stockholders who are entitled to
vote shall have one vote for each share of stock owned by them.
Stockholders may vote either in person or by proxy in writing dated not
more than eleven (11) months before the meeting named therein, which shall
be filed with the secretary of the meeting before being voted. Such
proxies shall entitle the holders thereof to vote at any adjournment of
such meeting but shall not be valid after the final adjournment of such
meeting.
<PAGE>
ARTICLE II
DIRECTORS
Section 1. Powers. The board of directors shall have, and may
exercise all the powers of the corporation, except such as are conferred
upon the stockholders by law, by the articles of incorporation and by these
by-laws.
Section 2. Election. A board of not less than five directors shall
be chosen by ballot at the annual meeting of the stockholders or at the
special meeting held in place thereof. The number of directors for each
corporate year shall be fixed by vote at the meeting at which they are
elected but the board of directors or stockholders may, at any special
meeting held for the purpose, increase or decrease (within the limit above
specified) the number of directors as thus fixed, and elect or appoint new
directors to complete the number so fixed. No director need be a
stockholder. Subject to law, to the articles of incorporation and to the
other provisions of these by-laws, each director shall hold office until
the next annual meeting and until his successor is chosen and qualified.
Section 3. Regular Meetings. Regular meetings of the board of
directors may be held at such places and at such times as the board may by
vote from time to time determine, and if so determined, no notice thereof
need be given. A regular meeting of the board of directors may be held
without notice immediately after, and at the same place as the annual
meeting of the stockholders, or the special meeting of the stockholders
held in place of such annual meeting.
Section 4. Special Meetings. Special meetings of the board of
directors may be held at any time and at any place when called by the
president, treasurer, or two or more directors, reasonable notice thereof
being given to each director, or at any time without call or formal notice,
provided all the directors are present or waive notice thereof by a writing
which is filed with the records of the meeting. In any case it shall be
deemed sufficient notice to a director to send notice by mail or telegram
at least forty-eight hours before the meeting addressed to him at his usual
or last known business or residence address.
Section 5. Quorum. A majority of the board of directors shall
constitute a quorum for the transaction of business, but a less number may
adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice. When a quorum is present at any meeting,
a majority of the members in attendance thereat shall decide any question
brought before such meeting.
Section 6. Committees. Standing or temporary committees may be
appointed from its own number by the board of directors from time to time,
with such duties and powers as may be prescribed by vote of the board of
directors.
ARTICLE III
OFFICERS AND AGENTS
Section 1. Election and Appointment. The officers shall be a
president, a secretary, a treasurer and such other officers and agents as
the board of directors may in their discretion elect or appoint. The board
of directors at its first meeting and thereafter at its first meeting after
the annual election of the board of directors, or at a special meeting
called for the purpose, shall elect a president, treasurer, secretary, and
such other officers as it may deem best. So far as is permitted by law,
any two or more offices may be filled by the same person. Subject to law,
and to the other provisions of these by-laws, the officers and agents shall
hold office during the pleasure of the board of directors or for such term
as the board of directors shall prescribe. Each officer shall, subject to
these by-laws, have in addition to the duties and powers herein set forth
such duties and powers as are commonly incident to his office, and such
duties and powers as the board of directors shall from time to time
designate.
<PAGE>
Section 2. President and Vice Presidents. The president shall be
the chief executive officer of the corporation. Except as otherwise
determined by the board of directors he shall preside at all meetings of
the stockholders and of the board of directors at which he is present. The
president shall have custody of the treasurer's bond.
Any vice presidents shall have such powers as the board of directors
shall from time to time designate.
Section 3. Secretary. The secretary shall keep an accurate record
of the proceedings of all meetings of the stockholders and board of
directors in books provided for the purpose, which books shall be kept at
the principal office of the corporation and shall be open at all reasonable
times to the inspection of any stockholder. In the absence of the
secretary at any meeting of the stockholders or of the board of directors,
the proceedings of such meeting shall be recorded by an assistant
secretary, or if there be none or he is absent, by a temporary secretary
chosen at the meeting. The secretary and any such assistant or temporary
secretary shall be sworn.
Section 4. Treasurer. The treasurer shall, subject to the direction
and under the supervision of the board of directors, have general charge of
the financial concerns of the corporation and the care and custody of the
funds and valuable papers of the corporation, except his own bond, and he
shall have power to endorse for deposit or collection all notes, checks,
drafts and other obligations payable to the corporation or its order, and
to accept drafts on behalf of the corporation. He shall keep, or cause to
be kept accurate books of account, which shall be the property of the
corporation. If required by the board of directors he shall give bond for
the faithful performance of his duty in such form, in such sum, and with
such sureties as the board of directors shall require.
Section 5. Removals. The board of directors may, by vote of a
majority of their entire number, remove from office any officer or agent of
the corporation.
Section 6. Vacancies. If the office of any director or of any
officer or agent, one or more, becomes vacant by reason of death,
resignation, removal, disqualification or otherwise, the directors or the
remaining directors, though less than a quorum, may choose by a majority
vote of their entire number, a successor or successors, who shall hold
office for the unexpired term, subject to the provisions of Section 5 of
this Article III.
ARTICLE IV
CAPITAL STOCK
Section 1. Certificates. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation owned by him, in such
form as shall in conformity to law, be prescribed from time to time by the
board of directors. Such certificate shall be signed by the president or a
vice president and by the treasurer or an assistant treasurer, and shall
bear the seal of the corporation.
Section 2. Transfer Books. The treasurer or such agent or agents as
may be employed by the treasurer with the approval of the board of
directors shall keep the stock and transfer books of the corporation, and a
record of all certificates of stock issued and of all transfers of stock,
and a register of all the stockholders, their addresses, and the number of
shares held by each, in books provided for that purpose.
The board of directors may fix in advance a time, not more than
thirty days preceding the date of any meeting of stockholders or the date
for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record
date for determining the stockholders having the right to notice of and to
vote at such meeting and any adjournment thereof or the right to receive
such dividend or distribution or the right to give such consent or dissent,
and in such case only stockholders of record on such record date shall have
such right, notwithstanding any transfer of stock on the books of the
corporation after the record date; or
<PAGE>
without fixing such record date the board of directors may for any of such
purposes close the transfer books for all or any part of such thirty-day
period.
Section 3. Transfer of Shares. Title to a certificate of stock and
to the shares represented thereby shall be transferred only by delivery of
the certificate properly endorsed, or by delivery of the certificate
accompanied by a written assignment of the same, or a written power of
attorney to sell, assign, or transfer the same or the shares represented
thereby, properly executed; but the person registered on the books of the
corporation as the owner of shares shall have the exclusive right to
receive dividends thereon and to vote thereon as such owner, shall be held
liable for such calls and assessments, if any, as may lawfully be made
thereon, and except only as may be required by law, may in all respects be
treated by the corporation as the exclusive owner thereof.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
Section 4. Loss of Certificates. In case of the alleged loss or
destruction, or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such reasonable terms as
the board of directors may prescribe.
ARTICLE V
INDEMNIFICATION
Section 1. General. The corporation shall indemnify each of its
directors and officers against any loss, liability or expense, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, imposed upon or reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, including but not limited to
derivative suits (to the extent permitted by law), in which he may be
involved or with which he may be threatened, while in office or thereafter,
by reason of his being or having been a director or officer, except with
respect to any matter as to which he shall have been adjudicated in such
action, suit or proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interests of the
corporation, or, to the extent that such matter relates to service with
respect to any employee benefit plan, as in the best interests of the
participants or beneficiaries of such plan. As to any matter disposed of
by a compromise payment by a director or officer, pursuant to a consent
decree or otherwise, no indemnification either for said payment or for any
other expenses shall be provided unless such compromise shall be approved
as in the best interests of the corporation, after notice that it involves
such indemnification, if no change in control has occurred (a) by a
disinterested majority of the directors then in office, (b) by a majority
of the disinterested directors then in office, provided that there has been
obtained an opinion in writing of independent legal counsel to the effect
that such director or officer appears to have acted in good faith in the
reasonable belief that his action was in the best interests of the
corporation, or (c) by the vote, at a meeting duly called and held, of the
holders of a majority of the shares outstanding and entitled to vote
thereon, exclusive of any shares owned by any interested director or
officer or, if a change in control shall have occurred, by an opinion in
writing of independent legal counsel to the effect that such director or
officer appears to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation.
Section 2. Expenses. Expenses incurred with respect to the defense
or disposition of any action, suit or proceeding heretofore referred to in
this Article shall be advanced by the corporation prior to the final
disposition of such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification, which
undertaking shall be accepted without reference to the financial ability of
the recipient to make such repayment. If in an action, suit or proceeding
brought by or in right of the corporation, a director is held not liable,
he shall be deemed to have been entitled to indemnification for expenses
incurred in defense of said action, suit or proceeding.
<PAGE>
Section 3. Definitions. As used in this Article:
(i) The term "officer" includes (a) persons who serve at the request
of the corporation as directors, officers, or trustees of another
organization and (b) employees of the corporation and its affiliates who
serve in any capacity with respect to benefit plans for the corporation's
employees.
(ii) An "interested" director or officer is one against whom in such
capacity the proceeding in question or another proceeding on the same or
similar grounds is then pending.
(iii) A "change in control" occurs when: (a) any individual,
corporation, association, partnership, jointventure, trust or other entity
or association thereof acting in concert (excluding any employee benefit
plan, dividend reinvestment plan or similar plan of the corporation, or any
trustee thereof acting in such capacity) acquires more than 20% of the
corporation's outstanding stock having general voting rights or more than
20% of the common shares of any entity owning more than 50% of the
corporation's outstanding stock having general voting rights, whether in
whole or in part, by means of an offer made publicly to the holders of all
or substantially all of such outstanding stock or shares to acquire stock
or shares for cash, other property, or a combination thereof or by any
other means, unless the transaction is consented to by vote of a majority
of the continuing directors; or (b) continuing directors cease to
constitute a majority of the board.
(iv) The term "continuing director" shall mean any director of the
corporation who (a) was a member of the board of directors of the
corporation on the later of August 5, 1987, or the date the director or
officer seeking indemnification first became such, or (b) was recommended
for his initial term of office by a majority of continuing directors in
office at the time of such recommendation.
Section 4. Rights not Exclusive. Nothing contained in this Article
shall (i) limit the power of the corporation to indemnify employees and
agents of the corporation or its subsidiaries other than directors and
officers on any terms it deems appropriate not prohibited by law, (ii)
limit the power of the corporation to indemnify directors and officers for
expenses incurred in suits, actions, or other proceedings initiated by such
director or officer or (iii) affect any rights to indemnification to which
corporation personnel other than directors and officers may be entitled by
contract or otherwise. The rights provided in this Article shall not be
exclusive of or affect any other right to which any director or officer may
be entitled and such rights shall inure to the benefit of its or his
successors, heirs, executors, administrators and other legal
representatives. Such other rights shall include all powers, immunities
and rights of reimbursement allowable under the laws of the State of Rhode
Island.
ARTICLE VI
SEAL
The seal of the corporation shall, subject to alteration by the board
of directors, consist of a flat-faced circular die with the words
"Narragansett Energy Resources Company" and "1987 - Rhode Island" cut or
engraved thereon.
ARTICLE VII
EXECUTION OF PAPERS
Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations
made, accepted, endorsed or released by the corporation, shall be signed by
any officer of the corporation.
<PAGE>
ARTICLE VIII
FISCAL YEAR
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall be the calendar year.
ARTICLE IX
AMENDMENTS
These by-laws may be amended at any meeting of the board of directors
and may be amended, altered or repealed at any meeting of the stockholders
(or, prior to the issue of the initial capital stock, at any meeting of the
incorporators), provided notice of the proposed amendment, alteration or
repeal is given in the notice of said meeting.
<PAGE>
As amended March 21, 1995
B Y - L A W S
of
NEW ENGLAND ENERGY INCORPORATED
Section 1. Articles of Organization
-----------------------------------
The name and purposes of the corporation shall be as set forth in the
articles of organization. These by-laws, the power of the corporation and
of its directors and stockholders, or of any class of stockholders if there
shall be more than one class of stock, and all matters concerning the
conduct and regulation of the business and affairs of the corporation shall
be subject to such provisions in regard thereto, if any, as are set forth in
the articles of organizations as from time to time in effect.
Section 2. Stockholders
-----------------------
2.1. Annual Meeting. The annual meeting of the stockholders shall be
held at two o'clock in the afternoon on the fourth Friday of March in each
year, unless a different hour is fixed by the president or the directors.
If that day be a legal holiday at the place where the meeting is to be held,
the meeting shall be held on the next succeeding day not a legal holiday at
such place. Purposes for which an annual meeting is to be held, additional
to those prescribed by law, by the articles of organization or by these
by-laws, may be specified by the president or by the directors.
2.2. Special Meeting in Place of Annual Meeting. If no annual meeting
has been held in accordance with the foregoing provisions, a special meeting
of the stockholders may be held in place thereof, and any action taken at
such special meeting shall have the same force and effect as if taken at the
annual meeting, and in such case all references in these by-laws to the
annual meeting of the stockholders shall be deemed to refer to such special
meeting. Any such special meeting shall be called as provided in Section
2.3.
2.3. Special Meetings. A special meeting of the stockholders may be
called at any time by the president or by the directors, and shall be called
by the clerk or, in case of the death, absence, incapacity or refusal of the
clerk, by any other officer of the corporation, upon written application of
three or more stockholders who are entitled to vote and who hold at least
one-tenth part interest of the capital stock entitled to vote at the
meeting. Each call of a meeting shall state the place, date, hour and
purposes of the meeting.
2.4. Place of Meetings. All meetings of the stockholders shall be held
at the principal office of the corporation in Massachusetts or, to the
extent permitted by the articles of organization, at such other place within
the United States as shall be fixed by the president or the directors. Any
adjourned session of any meeting of the stockholders shall be held at the
same city or town as the initial session, or within Massachusetts, in either
case at the place designated in the vote of adjournment.
2.5. Notice of Meetings. A written notice of each meeting of
stockholders, stating the place, date and hour and the purposes of the
meeting, shall be given at least seven days before the meeting to each
stockholder entitled to vote thereat and to to each stockholder who, by law,
<PAGE>
by the articles of organization or by these by-laws, is entitle to notice,
by leaving such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears in the records of the corporation.
Such notice shall be given by the clerk or an assistant clerk or by an
officer designated by the directors. No notice of any meeting of
stockholders need be given to a stockholder if a written waiver of notice,
executed before or after the meeting by such stockholder or his attorney
thereunto duly authorized, is filed with the records of the meeting.
2.6. Quorum of Stockholders. At any meeting of the stockholders, a
quorum shall consist of a majority in interest of all stock issued and
outstanding and entitled to vote at the meeting; except that if two or more
classes or series of stock are entitled to vote as separate classes or
series, then in the case of each such class or series a quorum shall consist
of a majority in interest of all stock of that class or series issued and
outstanding; and except when a larger quorum is required by law, by the
articles of organization or by these by-laws. Stock owned directly or
indirectly by the corporation, of any, shall not be deemed outstanding for
this purpose. Any meeting may be adjourned from time to time by a majority
of the votes properly cast upon the question, whether or not a quorum is
present, and the meeting may be held as adjourned with without further
notice.
2.7. Action by Vote. When a quorum is present at any meeting, a
plurality of the votes properly cast for election to any office shall elect
to such office, and a majority of the votes properly cast upon any question
other than an election to an office shall decide the question, except when a
larger vote is required by law, by the articles of organization or by these
by-laws. No ballot shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to vote in
the election.
2.8. Voting. Stockholders entitled to vote shall have one vote for
each share of stock entitled to vote held by them of record according to the
records of the corporation, unless otherwise provided by the articles of
organization. The corporation shall not, directly or indirectly, vote any
share of its own stock.
2.9. Action by Writing. Any action to be taken by stockholders may be
taken without a meeting if all stockholders entitled to vote on the matter
consent to the action by a writing filed with the records of the meetings of
stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
2.10. Proxies. Stockholders entitled to vote may vote either in person
or by proxy in writing dated not more than six months before the meeting
named therin, which proxies shall be filed with the clerk or other person
responsible to record the proceedings of the meeting before being voted.
Unless otherwise specifically limited by their terms, such proxies shall
entitle the holders thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment of such meeting.
Section 3. Board of Directors
------------------------------
3.1. Number. A board of not less than three directors shall be elected
at the annual meeting of the stockholders, by such stockholders as have the
right to vote at such election. The number of directors may be increased at
any time or from time to time either by the stockholders or by the directors
by vote of a majority of the directors then in office. The number of
directors may be decreased at any time or from time to time either by the
stockholders or by the directors by a vote of a majority of the directors
<PAGE>
then in office, but only to eliminate vacancies existing by reason of the
death, resignation or removal of one or more directors. No director need be
a stockholder.
3.2. Tenure. Except as otherwise provided by law, by the articles of
organization or by these by-laws, the directors shall hold office until the
next annual meeting of the stockholders and until their successors are
elected and qualified, or until a director sooner dies, resigns, is removed
or becomes disqualified.
3.3. Powers. Except as reserved to the stockholders by law, by the
articles of organization or by these by-laws, the business of the
corporation shall be managed by the directors who shall have and may
exercise all the powers of the corporation. In particular, and without
limiting the generality of the foregoing, the directors may at any time
issue all or from time to time any part of the unissued capital stock of the
corporation from time to time authorized under the articles of organization,
and may determine, subject to any requirements of law, the consideration for
which stock is to be issued and the manner of allocating such consideration
between capital and surplus.
3.4. Committees. The directors may, by vote of a majority of the
directors then in office, elect from their number an executive committee and
other committees and may by vote delegate to any such committee or
committees some or all of the powers of the directors except those which by
law, by the articles of organization or by these by-laws they are prohibited
from delegating. Except as the directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless
otherwise provided by the directors or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these
by-laws for the conduct of business by the directors.
3.5. Regular Meetings. Regular meetings of the directors may be held
without call or notice at such places and at such times as the directors may
from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent directors.
A regular meeting of the directors may be held without call or notice
immediately after and at the same place as the annual meeting of the
stockholders.
3.6. Special Meetings. Special meetings of the directors may be held
at any time and at any place designated in the call of the meeting, when
called by the president or the treasurer or by two or more directors,
reasonable notice thereof being given to each director by the clerk or an
assistant clerk or by the officer or one of the directors calling the
meeting.
3.7. Notice. It shall be sufficient notice to a director to send
notice by mail at least forty-eight hours or by telegram at least
twenty-four hours before the meeting addressed to him at his usual or last
known business or residence address or to give notice to him in person or by
telephone at least twenty-four hours before the meeting. Notice of a
meeting need not be given to any director if a written waiver of notice,
executed by him before or after the meeting, is filed with the records of
the meeting, or to any director who attends the meeting without protesting
prior thereto or at its commencement the lack of notice to him. Neither
notice of a meeting nor a waiver of a notice need specify the purposes of
the meeting.
3.8. Quorum. At any meeting of the directors a majority of the
directors then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
<PAGE>
3.9. Action by Vote. When a quorum is present at any meeting, a
majority of the directors present may take any action, except when a larger
vote is required by law, by the articles of organization or by these
by-laws.
3.10. Action by Writing. Any action required or permitted to be taken
at any meeting of the directors may be taken without a meeting if a written
consent thereto is signed by all the directors and such written consent is
filed with the records of the meetings of the directors. Such consent shall
be treated for all purposes as a vote at a meeting.
Section 4. Officers and Agents
--------------------------------
4.1. Enumeration: Qualification. The officers of the corporation shall
be a president, a treasurer, a clerk, and such other officers, if any, as
the incorporators at their initial meeting, or the directors from time to
time, may in their discretion elect or appoint. The corporation may also
have such agents, if any, as the incorporators at their initial meeting, or
the directors from time to time, may in their discretion appoint. Any
officer may be but none need be a director or stockholder. The clerk shall
be a resident of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. Any two or more offices
may be held by the same person. Any officer may be required by the
directors to give bond for the faithful performance of his duties to the
corporation in such amount and with such sureties as the directors may
determine.
4.2. Powers. Subject to law, to the articles or organization and to
the other provisions of these by-laws, each officer shall have, in addition
to the duties and powers herein set forth, such duties and powers as are
commonly incident to his office and such duties and powers as the directors
may from time to time designate.
4.3. Election. The treasurer and clerk shall be chosen by ballot at
the annual meeting of the stockholders. The president shall be elected
annually by the directors at their first meeting following the annual
meeting of the stockholders. Other officers, if any, may be elected or
appointed by the board of directors at said meeting or at any other time.
4.4. Tenure. Except as otherwise provided by law or by the articles of
organization or by these by-laws, the treasurer and clerk shall each hold
office until the next annual meeting of stockholders and until his successor
is chosen and qualified, the president shall hold office until the first
meeting of directors after the next annual meeting of stockholders and until
his successor is chosen and qualified, and each other officer shall hold
office until the first meeting of the directors following the next annual
meeting of the stockholders unless a shorter period shall have been
specified by the terms of his election or appointment, or in each case until
he sooner dies, resigns, is removed or becomes disqualified. Each agent
shall retain his authority at the pleasure of the directors.
4.5. President and Vice President. Except as otherwise determined by
the board of directors, the president shall be the chief executive office of
the corporation and shall preside at all meetings of the stockholders and of
the board of directors at which he is present. The president shall have
custody of the treasurer's bond.
Any vice president shall have such duties and powers as shall be
designated from time to time by the directors.
<PAGE>
4.6. Treasurer and Assistant Treasurers. The treasurer shall be the
chief financial and accounting officer of the corporation and shall be in
charge of its funds and valuable papers, books of account and accounting
records, and shall have such other duties and powers as my be designated
from time to time by the directors or by the president.
Any assistant treasurers shall have such duties and powers as shall be
designated from time to time by the directors.
4.7. Clerk and Assistant Clerks. The clerk shall record all
proceedings of the stockholders in a book or series of books to be kept
therefor, which book or books shall be kept at the principal office of the
corporation or at the office of its transfer agent or of its clerk and shall
be open at all reasonable times to the inspection of any stockholder. In
the absence of the clerk from any meeting of stockholders, an assistant
clerk, or if there be none or he is absent, a temporary clerk chosen at the
meeting, shall record the proceedings thereof in the aforesaid book. Unless
a transfer agent has been appointed the clerk shall keep or cause to be kept
the stock and transfer records of the corporation, which shall contain the
names and record addresses of all stockholders and the amount of stock held
by each. If no secretary is elected, the clerk shall keep a true record of
the proceedings of all meetings of the directors and in his absence from any
such meeting an assistant clerk, or if there be none or he is absent, a
temporary clerk chosen at the meeting, shall record the proceedings thereof.
Any assistant clerk shall have such duties and powers as shall be designated
from time to time by the directors.
4.8. Secretary and Assistant Secretaries. If a secretary is elected,
he shall keep a true record of the proceedings of all meetings of the
directors and in his absence from any such meeting an assistant secretary,
or if there be none or he is absent, a temporary secretary chosen at the
meeting, shall record the proceedings thereof.
Any assistant secretaries shall have such duties and powers as shall be
designated from time to time by the directors.
Section 5. Resignations and Removals
------------------------------------
Any director or officer may resign at any time by delivering his
resignation in writing to the president, the treasurer or the clerk or to a
meeting of the directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. A director, (including
persons elected by directors to fill vacancies in the board), and any
officer elected by incorporators or stockholders may be removed from office
(a) with or without cause by the vote of the holders of a majority of the
shares issued and outstanding and entitled to vote in the election of
directors, provided that the directors of a class elected by a particular
class of stockholders may be removed only by the vote of the holders of a
majority of the shares of such class, or (b) for cause by vote of a majority
of the directors then in office. The directors may remove any officer
elected by them with or without cause by the vote of a majority of the
directors then in office. A director or officer may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him. No director or officer resigning and (except where
a right to receive compensation shall be expressly provided in a duly
authorized written agreement with the corporation) no director or officer
removed, shall have any right to any compensation as such director of
officer for any period following his resignation or removal, or any right to
damages on account of such removal, whether his compensation be by the month
or by the year or otherwise; unless in the case of a resignation, the
<PAGE>
directors, or in the case of a removal, the body acting on the removal,
shall in their or its discretion provide for compensation.
Section 6. Vacancies
--------------------
Any vacancy in the board of directors including a vacancy resulting from
the enlargement of the board and any vacancy in the office of Treasurer or
Clerk may be filed by the stockholders, or, in the absence of stockholder
action, by the directors by vote of a majority of the directors then in
office. If the office of the president becomes vacant, the directors may
elect a successor by vote of a majority of the directors then in office. If
the office of any other officer becomes vacant, the directors may elect or
appoint a successor, by vote of a majority of the directors present. Each
such successor shall hold office for the unexpired term, and in the case of
the president, the treasurer and the clerk, until his successor is chosen
and qualified, or in each case until he sooner dies, resigns, is removed or
becomes disqualified. The directors shall have and may exercise all their
powers notwithstanding the existence of one or more vacancies in their
number.
Section 7. Capital Stock
------------------------
7.1. Number and Par Value. The total number of shares and the par
value, if any, of each class of stock which the corporation is authorized to
issue shall be as stated in the articles of organization.
7.2. Fractional Shares. The corporation shall not issue fractional
shares of stock, but may issue scrip in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon
surrender of such scrip aggregating a full share, the terms and conditions
and manner of issue of such script to be fixed by the directors.
7.3. Stock Certificates. Each stockholder shall be entitled to a
certificate stating the number and the class and the designation of the
series, if any, of the shares held by him, in such form as shall, in
conformity to law, be prescribed from time to time by the directors. Such
certificate shall be signed by the president or a vice president and by the
treasurer or an assistant treasurer, and shall bear the seal of the
corporation. Such signatures may be facsimiles if the certificate is signed
by a transfer agent, or by a registrar, other than a director, officer or
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of
its issue.
7.4. Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such reasonable terms as
the directors may prescribe.
Section 8. Transfer of Shares of Stock
---------------------------------------
8.1. Transfer on Books. Subject to the restrictions, if any, stated or
noted on the stock certificates, shares of stock may be transferred on the
books of the corporation by the surrender to the corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a
written assignment and power of attorney properly executed, with necessary
<PAGE>
transfer stamps affixed, and with such proof of the authenticity of
signature as the directors or the transfer agent of the corporation may
reasonably require. Except as may otherwise required by law, by the articles
of organization or by these by-laws, the corporation shall be entitled to
treat the record holder of stock as shown on its books as the owner of such
stock for all purposes, including the payment of dividends and the right to
receive notice and to vote with respect thereto, regardless of any transfer,
pledge or other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these by-laws.
It shall be the duty of each stockholder to notify the corporation of
his post office address.
8.2. Record Date and Closing Transfer Books. The directors may fix in
advance a time, which shall not be more than sixty days before the date of
any meeting of stockholders or the date for the payment of any dividend or
making of any distribution to stockers or the last day on which the consent
or dissent of stockholders may be effectively expressed for any purpose, as
the record date for determining the stockholders having the right to notice
of and to vote at such meeting and any adjournment thereof or the right to
receive such dividend or distribution or the right to give such consent or
dissent, and in such case only stockholders of record on such record date
shall have such right, notwithstanding any transfer of stock on the books of
the corporation after the record date; or without fixing such record date
the directors may for any of such purpose close the transfer books for all
or any part of such period.
Section 9. Indemnification of Directors and Officers
-----------------------------------------------------
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such
liability, except with respect to any matter as to which such liability
shall have been imposed (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under section sixty-one or sixty-two of chapter one hundred and
fifty-six B of the General Laws of Massachusetts, or (iv) for any
transaction from which the director derived an improper personal benefit.
The corporation shall indemnify each of its directors and officers
against any loss, liability or expense, including amounts paid in
satisfaction of judgements, in compromise or as fines and penalties, and
counsel fees, imposed upon or reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, including but not limited to derivative suits (to the
extent permitted by law), in which he may be involved or with which he may
be threatened, while in office or thereafter, by reason of his being or
having been a director or officer, except with respect to any matter as to
which he shall have been adjudicated in such action, suit or proceeding not
to have acted in good faith in the reasonable belief that his action was in
the best interests of the corporation, or, to the extent that such matter
relates to service with respect to any employee benefit plan, as in the best
interests of the participants or beneficiaries of such plan. As to any
matter disposed of by a compromise payment by a director or officer,
pursuant to a consent decree or otherwise, no indemnification either for
said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the corporation,
after notice that it involves such indemnification, if no change in control
has occurred (a) by a disinterested majority of the directors then in
office, (b) by a majority of the disinterested directors then in office,
<PAGE>
provided that there has been obtained an opinion in writing of independent
legal counsel to the effect that such director or officer appears to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation, or (c) by the vote, at a meeting duly called
and held, of the holders of a majority of the shares outstanding and
entitled to vote theron, exclusive of any shares owned by any interested
director or officer or, if a change in control shall have occurred, by an
opinion in writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation.
Expenses incurred with respect to the defense or disposition of any
action, suit or proceeding heretofore referred to in this Section shall be
advanced by the corporation prior to the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification, which undertaking shall be accepted without
reference to the financial ability of the recipient to make such repayment.
If in an action, suit or proceeding brought by or in right of the
corporation, a director is held not liable, whether because relieved of
liability under the first paragraph of this Section or otherwise, he shall
be deemed to have been entitled to indemnification for expenses incurred in
defense of said action, suit or proceeding.
As used in this Section:
(i) The term "officer" includes (a) persons who serve at the request of the
corporation as directors, officers, or trustees of another organization and
(b) employees of the corporation and its affiliates who serve in any
capacity with respect to benefit plans for the corporation's employees.
(ii) An "interested" director or officer is one against whom in such
capacity the proceeding in question or another proceeding on the same or
similar grounds is then pending.
(iii) A "change in control" occurs when: (a) any individual, corporation,
association, partnership, joint venture, trust or other entity or
association thereof acting in concert (excluding any employee benefit plan,
dividend reinvestment plan or similar plan of the corporation, or any
trustee thereof acting in such capacity) acquires more than 20% of the
corporation's outstanding stock having general voting rights or more than
20% of the common shares of any entity owning more than 50% of the
corporation's outstanding stock having general voting rights, whether in
whole or in part, by means of an offer made publicly to the holders of all
or substantially all of such outstanding stock or shares to acquire stock or
shares for cash, other property, or a combination thereof or by any other
means, unless the transaction is consented to by vote of a majority of the
continuing directors; or (b) continuing directors cease to constitute a
majority of the board.
(iv) The term "continuing director" shall mean any director of the
corporation who (a) was a member of the board of directors of the
corporation on the later of April 1, 1988, or the date the director or
officer seeking indemnification first became such, or (b) was recommended
for his initial term of office by a majority of continuing directors in
office at the time of such recommendation.
Nothing contained in this Section shall (i) limit the power of the
corporation to indemnify employees and agents of the corporation or its
subsidiaries other than directors and officers on any terms it deems
appropriate not prohibited by law, (ii) limit the power of the corporation
to indemnify directors and officers for expenses incurred in suits, actions,
or other proceedings initiated by such director or officer or (iii) affect
any rights to indemnification to which corporation personnel other than
<PAGE>
directors and officers may be entitled by contract or otherwise. The rights
provided in this Section shall not be exclusive of or affect any other right
to which any director or officer may be entitled and such rights shall inure
to the benefit of its or his successors, heirs, executors, administrators
and other legal representatives. Such other rights shall include all
powers, immunities and rights of reimbursement allowable under the laws of
the Commonwealth of Massachusetts.
The provisions of this Section shall not apply with respect to any act
or omission occurring prior to April 1, 1988. No amendment to or repeal of
this Section shall apply to or have any effect upon the liability,
exoneration or indemnification of any director or officer for or with
respect to any acts or omissions of the director or officer occurring prior
to such amendment or repeal.
Section 10. Corporate Seal
---------------------------
The seal of the corporation shall, subject to alteration by the
directors, consist of a flat-faced circular die with the word
"Massachusetts", together with the name of the corporation and the year of
its organization, cut or engraved theron.
Section 11. Execution of Papers
--------------------------------
Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted
or endorsed by the corporation shall be signed by the president or by one
on the vice presidents or by the treasurer.
Section 12. Fiscal Year
------------------------
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall end on the last day of
December.
Section 13. Amendments
-----------------------
These by-laws may be altered, amended or repealed at any annual or
special meeting of the stockholders called for the purpose, of which the
notice shall specify the subject matter of the proposed alteration,
amendment or repeal of the articles to be affected thereby, by vote of the
stockholders, or if there shall be two or more classes or series of stock
entitled to vote on the question, by vote of each such class or series.
These by-laws may also be altered, amended or repealed by vote of the
majority of the directors then in office, except that the directors shall
not take any action which
(a) alters or abolishes any preferential right of stock having
preferences;
(b) creates, alters or abolishes any right in respect of redemption of
stock;
(c) alters or abolishes any preemptive right in respect of stock;
(d) creates or alters any restriction on transfer applicable to stock;
(e) excludes or limits the right of a stockholder to vote on a matter;
or
<PAGE>
(f) provides for indemnification of directors or affects the powers of
directors or officers to contract with the corporation.
Any by-law so altered, amended or repealed by the directors may be
further altered or amended or reinstated by the stockholders in the above
manner.
<PAGE>
As Amended 3/21/95
B Y - L A W S
OF
NEW ENGLAND HYDRO FINANCE COMPANY, INC.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be
held at the office of the corporation in the Town of Westborough,
Massachusetts, or at such other place in Massachusetts as the president or a
majority of the directors may designate, on the fourth Friday of March in each
year, if it be not a legal holiday, and if it be a legal holiday, then on the
next succeeding day not a legal holiday. Purposes for which the annual
meeting is to be held additional to those prescribed by law, by the articles
or organization and by these by-laws may be specified by the board of
directors or by writing signed by the president or by a majority of the
directors or by three or more stockholders who are entitled to vote and who
hold at least one-tenth part in interest of the capital stock. If such annual
meeting is omitted on the day herein provided therefor, a special meeting may
be held in place thereof, and any business transacted or elections held at
such meeting shall have the same effect as if transacted or held at the annual
meeting.
Section 2. Special Meetings. Special meetings of the stockholders may
be called to be held anywhere in Massachusetts by the president or by a
majority of the directors, and shall be called by the clerk or, in case of the
death, absence, incapacity or refusal of the clerk, by any other officer of
the corporation, upon written application of one or more stockholders who are
entitled to vote and who hold at least one-tenth part in interest of the
capital stock entitled to vote at the meeting, stating the time, place and
purpose of the meeting.
Section 3. Notice of Meetings. A written or printed notice of each
meeting of stockholders, stating the place, day and hour thereof and the
purposes for which the meeting is called, shall be given by the clerk, at
least seven days before such meeting, to each stockholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such stockholder
at his address as it appears in the records of the corporation. In the
absence or disability of the clerk, such notice may be given by a person
designated either by the clerk or by the person or persons calling the meeting
or by the board of directors. No notice of the time, place or purpose of any
regular or special meeting of the stockholders shall be required if every
stockholder entitled to notice thereof is present in person or is represented
at the meeting by proxy; or if every such stockholder, or his attorney
thereunto authorized, by a writing, executed before or after the meeting, and
filed with the records of the meeting, waives such notice.
Section 4. Quorum. At any meeting of the stockholders, a majority in
interest of all stock issued and outstanding and entitled to vote upon a
question to be considered at the meeting shall constitute a quorum for the
consideration of such question, but a less interest may adjourn any meeting
from time to time, and the meeting may be held as adjourned without further
notice. When a quorum is present at any meeting, a majority of the stock
represented thereat and entitled to vote shall, except where a larger vote is
required by law, by the agreement of association or by these by-laws, decide
any question brought before such meeting.
<PAGE>
Section 5. Proxies and Voting. Stockholders who are entitled to vote
shall have one vote for each share of stock owned by them. Stockholders may
vote either in person or by proxy in writing dated not more than six (6)
months before the meeting named therein, which shall be filed with the clerk
of the meeting before being voted. Such proxies shall entitle the holders
thereof to vote at any adjournment of such meeting but shall not be valid
after the final adjournment of such meeting.
ARTICLE II
DIRECTORS
Section 1. Powers. The board of directors shall have, and may exercise
all the powers of the corporation, except such as are conferred upon the
stockholders by law, by the articles of organization, and by these by-laws.
Section 2. Election. A board of not less than three directors shall be
chosen by ballot at the annual meeting of the stockholders or at the special
meeting held in place thereof. The number of directors for each corporate
year shall be fixed by vote at the meeting at which they are elected but the
stockholders may, at any special meeting held for the purpose during any such
year, increase or decrease (within the limit above specified) the number of
directors as thus fixed, and elect new directors to complete the number so
fixed, or remove directors to reduce the number of directors to the number so
fixed. No director need be a stockholder. Subject to law, to the articles or
organization and to the other provisions of these by-laws, each director shall
hold office until the next annual meeting and until his successor is chosen
and qualified.
Section 3. Regular Meetings. Regular meetings of the board of directors
may be held at such places and at such times as the board may by vote from
time to time determine, and if so determined, no notice thereof need be given.
A regular meeting of the board of directors may be held without notice
immediately after, and at the same place as the annual meeting of the
stockholders, or the special meeting of the stockholders held in place of such
annual meeting.
Section 4. Special Meetings. Special meetings of the board of directors
may be held at any time and at any place when called by the president,
treasurer, or two or more directors, reasonable notice thereof being given to
each director, or at any time without call or formal notice, provided all the
directors are present or waive notice thereof by a writing which is filed with
the records of the meeting. In any case it shall be deemed sufficient notice
to a director to send notice by mail or telegram at least forty-eight hours
before the meeting addressed to him at his usual or last known business or
residence address.
Section 5. Quorum. A majority of the board of directors shall
constitute a quorum for the transaction of business, but a less number may
adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice. When a quorum is present at any meeting, a
majority of the members in attendance thereat shall decide any question
brought before such meeting.
Section 6. Committees. Standing or temporary committees may be
appointed from its own number by the board of directors from time to time,
with such duties and powers as may be prescribed by vote of the board of
directors.
ARTICLE III
OFFICERS AND AGENTS
Section 1. Election and Appointment. The officers shall be a president,
a clerk, a treasurer and such other officers and agents as the board of
directors may in their discretion appoint. The treasurer and the clerk shall
<PAGE>
be chosen by ballot at the annual meeting of the stockholders. The president
shall be elected annually by the board of directors after its election by the
stockholders. The president shall be a director. The clerk shall be a
resident of Massachusetts. So far as is permitted by law, any two or more
offices may be filled by the same person. Subject to law, and to the other
provisions of these by-laws, the treasurer and clerk shall each hold office
until the next annual meeting of stockholders and until his successor is
chosen and qualified; the president shall hold office until the first meeting
of directors after the next annual meeting of stockholders and until his
successor is chosen and qualified; and the other officers and agents shall
hold office during the pleasure of the board of directors or for such term as
the board of directors shall prescribe. Each officer shall, subject to these
by-laws, have in addition to the duties and powers herein set forth such
duties and powers as are commonly incident to his office, and such duties and
powers as the board of directors shall from time to time designate.
Section 2. President and Vice President. Except as otherwise determined
by the board of directors, the president shall be the chief executive officer
of the corporation. Except as otherwise determined by the board of directors,
he shall preside at all meetings of the stockholders and of the board of
directors at which he is present. The president shall have custody of the
treasurer's bond.
Any vice presidents shall have such powers as the board of directors
shall from time to time designate.
Section 3. Clerk. The clerk shall keep an accurate record of the
proceedings of all meetings of the stockholders in books provided for the
purpose, which books shall be kept at the principal office of the corporation
and shall be open at all reasonable times to the inspection of any
stockholder. If no secretary is appointed, the clerk shall also keep an
accurate record of the proceedings of all meetings of the board of directors.
In the absence of the clerk at any meeting of the stockholders, or of the
board of directors if no secretary is appointed, the proceedings of such
meeting shall be recorded by an assistant clerk, or if there be none or he is
absent, by a temporary clerk chosen at the meeting. The clerk and any such
assistant or temporary clerk shall be sworn.
Section 4. Secretary. If a secretary is appointed, he shall keep
accurate minutes of all meetings of the board of directors, and in his absence
from any such meeting, an assistant secretary, or if there be none or he is
absent, a temporary secretary, chosen at the meeting, shall record the
proceedings thereof.
Section 5. Treasurer. The treasurer shall, subject to the direction and
under the supervision of the board of directors, have general charge of the
financial concerns of the corporation and the care and custody of the funds
and valuable papers of the corporation, except his own bond, and he shall have
power to endorse for deposit or collection all notes, checks, drafts and other
obligations payable to the corporation or its order, and to accept drafts on
behalf of the corporation. He shall keep, or cause to be kept accurate books
of account, which shall be the property of the corporation. If required by
the board of directors he shall give bond for the faithful performance of his
duty in such form, in such sum, and with such sureties as the board of
directors shall require.
Section 6. Removals. The stockholders may, at any special meeting
called for the purpose, by vote of a majority of the capital stock issued and
outstanding and entitled to vote, remove from office the treasurer, clerk or
any director, and elect his successor. The board of directors may likewise,
by vote of a majority of their entire number, as fixed by the stockholders,
remove from office any officer or agent of the corporation; provided, however,
that the board of directors may remove the treasurer or clerk for cause only.
Section 7. Vacancies. If the office of any director or of any officer
or agent, one or more, becomes vacant by reason of death, resignation,
removal, disqualification or otherwise, the directors or the remaining
directors, though less than a quorum, may unless such vacancy, if in the
office of the treasurer, clerk or director, shall have been filled by the
stockholders, choose by a majority vote of their entire number, a successor or
<PAGE>
successors, who shall hold office for the unexpired term, subject to the
provisions of Section 6 of this Article. The stockholders may at any time
fill any and all vacancies arising in the office of directors, treasurer or
clerk.
ARTICLE IV
CAPITAL STOCK
Section 1. Certificates. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation owned by him, in such form
as shall in conformity to law, be prescribed from time to time by the board of
directors. Such certificate shall be signed by the president or a vice
president and by the treasurer or an assistant treasurer, and shall bear the
seal of the corporation.
Section 2. Transfer Books. The treasurer or such agent or agents as may
be employed by the treasurer with the approval of the board of directors shall
keep the stock and transfer books of the corporation and a record of all
certificates of stock issued and of all transfers of stock, and a register of
all the stockholders, their addresses, and the number of shares held by each,
in books provided for that purpose.
The board of directors may fix in advance a time, nor more than thirty
days preceding the date of any meeting of stockholders or the date for the
payment of any dividend or the making of any distribution to stockholders or
the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or distribution or
the right to give such consent or dissent, and in such case only stockholders
of record on such record date shall have such right, notwithstanding any
transfer of stock on the books of the corporation after the record date; or
without fixing such record date, the board of directors may for any of such
purposes close the transfer books for all or any part of such thirty-day
period.
Section 3. Transfer of Shares. Title to a certificate of stock and to
the shares represented thereby shall be transferred only by delivery of the
certificate properly endorsed, or by delivery of the certificate accompanied
by a written assignment of the same, or a written power of attorney to sell,
assign, or transfer the same or the shares represented thereby, properly
executed; but the person registered on the books of the corporation as the
owner of shares shall have the exclusive right to receive dividends thereon
and to vote thereon as such owner, shall be held liable for such calls and
assessments, if any, as may lawfully be made thereon, and except only as may
be required by law, may in all respects be treated by the corporation as the
exclusive owner thereof.
It shall be the duty of each stockholder to notify the corporation of his
post office address.
Section 4. Loss of Certificates. In case of the alleged loss or
destruction, or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such reasonable terms as the
board of directors may prescribe.
ARTICLE V
INDEMNIFICATION
No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such
liability, except with respect to any matter as to which such liability shall
have been imposed (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
<PAGE>
under section sixty-one or sixty-two of chapter one hundred and fifty-six B of
the General Laws of Massachusetts, or (iv) for any transaction from which the
director derived an improper personal benefit.
The corporation shall indemnify each of its directors and officers
against any loss, liability or expense, including amounts paid in satisfaction
of judgments, in compromise or as fines and penalties, and counsel fees,
imposed upon or reasonably incurred by him in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, including but not limited to derivative suits (to the extent
permitted by law), in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having
been a director or officer, except with respect to any matter as to which he
shall have been adjudicated in such action, suit or proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the corporation, or, to the extent that such matter relates to
service with respect to any employee benefit plan, as in the best interests of
the participants or beneficiaries of such plan. As to any matter disposed of
by a compromise payment by a director or officer, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless such compromise shall be approved as in the
best interests of the corporation, after notice that it involves such
indemnification, if no change in control has occurred (a) by a disinterested
majority of the directors then in office, (b) by a majority of the
disinterested directors then in office, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation, or (c) by
the vote, at a meeting duly called and held, of the holders of a majority of
the shares outstanding and entitled to vote thereon, exclusive of any shares
owned by any interested director or officer or, if a change in control shall
have occurred, by an opinion in writing of independent legal counsel to the
effect that such director or officer appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation.
In discharging his duties any such director or officer, when acting in
good faith, shall be fully protected in relying upon the books of account of
the corporation or of another organization in which he serves as contemplated
by this Article, reports made to the corporation or to such other organization
by any of its officers or employees or by counsel, accountants, appraisers or
other experts or consultants selected with reasonable care by the board of
directors of the corporation or similar governing body of such other
organization, or upon other records of the corporation or of such other
organization.
No director or officer shall be liable for any act, omission, step or
conduct taken or had in good faith, which (whether by condition or otherwise)
is required, authorized or approved by any order or orders issued pursuant to
the Public Utility Holding Company Act of 1935, the Federal Power Act, or any
other Federal statute or any state statute regulating the corporation or a
subsidiary, if any, by reason of their being public utility companies or
public utility holding companies or by reason of their activities as such, or
any amendments to any thereof. In any action, suit or proceeding based on any
act, omission, step or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the event that the
forgoing provisions of this paragraph are found by the court not to constitute
a valid defense on the grounds of not being applicable to the particular class
of plaintiff, each such director and officer shall be reimbursed for, or
indemnified against, all loss, liability and expense incurred by him or
imposed on him, in connection with, or arising out of, any such action, suit
or proceeding based on any act, omission, step or conduct taken or had in good
faith as in this Section described; provided, however, that as to any matter
disposed of by a compromise payment by such director or officer, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless such compromise shall be approved
as in the best interest of the corporation as heretofore provided in this
Article. Such loss, liability and expense shall include, but shall not be
limited to, judgments, court costs and attorneys' fees.
<PAGE>
Expenses incurred with respect to the defense or disposition of any
action, suit or proceeding heretofore referred to in this Article shall be
advanced by the corporation prior to the final disposition of such action,
suit or proceeding, upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification, which undertaking shall be accepted without
reference to the financial ability of the recipient to make such repayment.
If in an action, suit or proceeding brought by or in right of the corporation,
a director is held not liable, whether because relieved of liability under the
first paragraph of this Article or otherwise, he shall be deemed to have been
entitled to indemnification for expenses incurred in defense of said action,
suit or proceeding.
As used in this Article:
(i) The term "officer" includes (a) persons who serve at the request of
the corporation as directors, officers, or trustees of another organization
and (b) employees of the corporation and its affiliates who serve in any
capacity with respect to benefit plans for the corporation's employees.
(ii) An "interested" director or officer is one against whom in such
capacity the proceeding in question or another proceeding on the same or
similar grounds is then pending.
(iii) A "change in control" occurs when: (a) any individual,
corporation, association, partnership, joint venture, trust or other entity or
association thereof acting in concert (excluding any employee benefit plan,
dividend reinvestment plan or similar plan of the corporation, or any trustee
thereof acting in such capacity) acquires more than 20% of the corporation's
outstanding stock having general voting rights or more than 20% of the common
shares of any entity owning more than 50% of the corporation's outstanding
stock having general voting rights, whether in whole or in part, by means of
an offer made publicly to the holders of all or substantially all of such
outstanding stock or shares to acquire stock or shares for cash, other
property, or a combination thereof or by any other means, unless the
transaction is consented to by vote of a majority of the continuing directors;
or (b) continuing directors cease to constitute a majority of the board.
(iv) The term "continuing director" shall mean any director of the
corporation who (a) was a member of the initial board of directors of the
corporation as voted by the incorporators of the corporation, or (b) was
recommended for his initial term of office by a majority of continuing
directors in office at the time of such recommendation.
Nothing contained in this Article shall (i) limit the power of the
corporation to indemnify employees and agents of the corporation or its
subsidiaries other than directors and officers on any terms it deems
appropriate not prohibited by law, (ii) limit the power of the corporation to
indemnify directors and officers for expenses incurred in suits, actions, or
other proceedings initiated by such director or officer or (iii) affect any
rights to indemnification to which corporation personnel other than directors
and officers may be entitled by contract or otherwise. The rights provided in
this Article shall not be exclusive of or affect any other right to which any
director or officer may be entitled and such rights shall inure to the benefit
of its or his successors, heirs, executors, administrators and other legal
representatives. Such other rights shall include all powers, immunities and
rights of reimbursement allowable under the laws of The Commonwealth of
Massachusetts.
ARTICLE VI
SEAL
The seal of the corporation shall, subject to alteration by the board of
directors, consist of a flat-faced circular die with the words "New England
Hydro Finance Company, Inc." and "1989 - Massachusetts" cut or engraved
thereon.
<PAGE>
ARTICLE VII
EXECUTION OF PAPERS
Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations made,
accepted, endorsed or released by the corporation, shall be signed by any
officer of the corporation.
ARTICLE VIII
FISCAL YEAR
Except as from time to time otherwise provided by the board of directors,
the fiscal year of the corporation shall be the calendar year.
ARTICLE IX
AMENDMENTS
These by-laws may be amended, altered or repealed at any meeting of the
stockholders (or, prior to the issue of the initial capital stock, at any
meeting of the incorporators), provided notice of the proposed amendment,
alteration or repeal is given in the notice of said meeting.
<PAGE>
NINTH SUPPLEMENTAL LOAN AGREEMENT
Between
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
And
NEW ENGLAND POWER COMPANY
Dated as of February 1, 1995
Supplementing the Loan Agreement between
The Industrial Development Authority
of the State of New Hampshire and
New England Power Company
dated as of November 15, 1983,
as Heretofore Amended by a
First Supplemental Loan Agreement
dated as of April 1, 1986, a
Second Supplemental Loan Agreement
dated as of August 1, 1988, a
Third Supplemental Loan Agreement
dated as of April 1, 1989, a
Fourth Supplemental Loan Agreement
dated as of November 1, 1990, a
Fifth Supplemental Loan Agreement
dated as of June 15, 1991, a
Sixth Supplemental Loan Agreement
dated as of January 1, 1993, a
Seventh Supplemental Loan Agreement
dated as of October 1, 1993, and
an Eighth Supplemental Loan Agreement
dated as of December 1, 1993
$10,000,000 Business Finance Authority
of the State of New Hampshire
Pollution Control Revenue Bonds
(New England Power Company Project -
1990 Series A (Fourth Issue))
<PAGE>
TABLE OF CONTENTS
Section 1. Definitions 4
Section 2. Authority's Representation 7
Section 3. Issue of 1990 Series A Bonds
(Fourth Issue) and Application
of Proceeds. Issue of Additional
Series R G&R Bonds. 7
Section 4. Rights and Duties of the Authority 8
Section 5. Company Not to Impair Interest
Exemption; Use of Project Facilities;
Rebate Covenant 13
Section 6. Notices 14
Section 7. Severability 14
Section 8. Counterparts 15
Section 9. Caption 15
Section 10. Governing Law 15
Section 11. Binding Effect 15
Section 12. Obligations of the Company
Under the Indenture 16
<PAGE>
This Ninth Supplemental Loan Agreement dated as of February 1, 1995 (the
"Ninth Supplemental Loan Agreement") is between the Business Finance Authority
of the State of New Hampshire, a body politic and corporate (previously named
The Industrial Development Authority of the State of New Hampshire)
established under Chapter 162-A:3 of the Revised Statutes of the State of New
Hampshire (the "Authority"), and New England Power Company, a corporation
organized and existing under the laws of The Commonwealth of Massachusetts
(the "Company"). The Authority is authorized by Chapter 162-I of the Revised
Statutes of the State of New Hampshire (the "Act") to finance pollution
control facilities through the issue of its industrial revenue bonds. The
purpose of this Ninth Supplemental Loan Agreement is to provide for the
refunding of $10,000,000 of the Authority's Pollution Control Revenue Bonds
(New England Power Company - 1991 Taxable Commercial Paper Series) (the "1991
Taxable Series Bonds") issued to pay a portion of the Company's share of the
cost of pollution control facilities constructed at Unit No. 1 at the nuclear
electric generating plant in the Town of Seabrook, Rockingham County, New
Hampshire, pursuant to a Loan Agreement between the Authority and the Company
dated as of November 15, 1983 (the "Original Loan Agreement"), to which this
instrument is supplemental.
It is hereby agreed as follows:
Section 1. Definitions. For purposes hereof, the following words shall
have the following meanings:
"Additional Series R G&R Bonds" means the General and Refunding Mortgage
Bonds to be issued pursuant to Section 3 hereof in an amount equal to the
aggregate principal amount of the 1990 Series A Bonds (Fourth Issue).
"Authority's Service Charge for the 1990 Series A Bonds (Fourth Issue)"
means a payment to the Authority for its own use of $75,000 on the date of the
issue of the 1990 Series A Bonds (Fourth Issue).
"Code" means the Internal Revenue Code of 1986, and the proposed,
temporary, and final regulations thereunder.
<PAGE>
"Tenth Supplemental Indenture" means the Tenth Supplemental Indenture
between the Authority and BayBank, as Trustee, dated as of February 1, 1995,
relating to the 1990 Series A Bonds (Fourth Issue), supplementing and amending
the Trust Indenture between the Authority and said Trustee dated as of
November 15, 1983 (the "Original Indenture" and, as supplemented and amended
by the First Supplemental Indenture dated as of April 1, 1986, the Second
Supplemental Indenture dated as of August 1, 1988, the Third Supplemental
Indenture dated as of April 1, 1989, the Fourth Supplemental Indenture dated
as of November 1, 1990, the Fifth Supplemental Indenture dated as of June 15,
1991, the Sixth Supplemental Indenture dated as of January 1, 1993, the
Seventh Supplemental Indenture dated as of October 1, 1993, the Eighth
Supplemental Indenture dated as of December 1, 1993, the Ninth
Supplemental Indenture dated as of July 1, 1994 and the Tenth Supplemental
Indenture (the "Indenture").
"Letter of Representation" means the letter from the Company addressed to
and accepted by the Authority and the underwriter named therein (the
"Underwriter") dated February 15, 1995 relating to the 1990 Series A Bonds
(Fourth Issue).
"Loan Agreement" means the Original Loan Agreement as amended and
supplemented by the First Supplemental Loan Agreement dated as of April 1,
1986, the Second Supplemental Loan Agreement dated as of August 1, 1988, the
Third Supplemental Loan Agreement dated as of April 1, 1989, the Fourth
Supplemental Loan Agreement dated as of November 1, 1990, the Fifth
Supplemental Loan Agreement dated as of June 15, 1991, the Sixth Supplemental
Loan Agreement dated as of January 1, 1993, the Seventh Supplemental Loan
Agreement dated as of October 1, 1993, the Eighth Supplemental Loan Agreement
dated as of December 1, 1993 and this Ninth Supplemental Loan Agreement.
"1990 Series A Bonds (Fourth Issue)" means the Authority's $10,000,000
Pollution Control Revenue Bonds (New England Power Company Project - 1990
Series A (Fourth Issue)) issued pursuant to Section 3 hereof and the
Indenture.
<PAGE>
"Underwriting Agreement" means the agreement between the Authority and
the Underwriter dated February 15, 1995 relating to the 1990 Series A Bonds
(Fourth Issue).
Capitalized terms which are not defined herein but which are defined in
the Original Loan Agreement shall have the respective meanings attributed to
them therein.
Section 2. Authority's Representation. To induce the Company to enter
into this Agreement, the Authority represents that the Authority is a body
politic and corporate established under Chapter 162-A:3 of the Revised
Statutes of the State of New Hampshire.
Section 3. Issue of 1990 Series A Bonds (Fourth Issue) and Application
of Proceeds. Issue of Additional Series R G&R Bonds. Subject to, and upon the
terms and conditions of, the Underwriting Agreement, the Authority shall issue
$10,000,000 aggregate principal amount of 1990 A Series Bonds (Fourth Issue)
pursuant to the Act in the form and with the terms provided in the Indenture.
The Authority shall loan to the Company $10,000,000 by depositing the
Proceeds of the 1990 Series A Bonds (Fourth Issue) in the account in the Bond
Fund for the 1991 Taxable Series Bonds, to be applied by the Trustee, with
other moneys, to the redemption of $10,000,000 principal amount of such series
on February 15, 1995. The Company hereby agrees to repay the loan of the
aggregate principal amount of the 1990 A Series Bonds (Fourth Issue), and to
issue and deliver to the Trustee a like aggregate principal amount of its
Additional Series R G&R Bonds in substantially the form set forth in the
Fourteenth Supplemental Indenture to the General and Refunding Mortgage
Indenture. The Additional Series R Bonds shall, together with $107,850,000
principal amount of Series R G&R Bonds heretofore issued and delivered to the
Trustee, evidence the Company's obligation to repay the loans to it of the
Proceeds of all the 1990 Series A Bonds. The Additional Series R G&R Bonds
shall be evidenced by one single fully registered bond registered in the name
of the Trustee, which shall be nontransferable except as provided in the
Indenture.
<PAGE>
Section 4. Rights and Duties of the Authority.
(a) Indemnification of the Authority. The Company agrees to indemnify
and hold harmless the Authority and its directors, members, officers,
employees and agents from and against any and all damages, losses, costs,
charges, expenses, judgments and liabilities incurred by it or them arising
out of any claim in connection with: the transactions contemplated by the
Loan Agreement or the Indenture; the construction, financing, occupancy,
management, maintenance, operation or use of Unit No. 1, or any accident,
injury, or damage to any person occurring therein or thereabout; any act or
omission of the Company or any of its agents, contractors, servants, employees
or licensees; or the offering, issuance, sale or any resale of any Bond;
except (i) to the extent caused by the willful dishonesty of or intentional
violation of law by the party seeking indemnification, and (ii) to the extent
based on information furnished by the Authority in writing specifically for
use in any official statement or prospectus used in connection with the sale
of Bonds. If any such claim is asserted, the Authority or its directors,
members, officers, employees or agents, as the case may be, will give prompt
notice to the Company, and the Company will assume the defense thereof, with
full power to litigate and compromise the same in its sole discretion.
(b) Remedies of the Authority. Notwithstanding any contrary provision
in this Ninth Supplemental Loan Agreement, the Authority and any of its
members, officers, employees or agents, as the case may be, shall have the
right to take any action or make any decision with respect to proceedings for
indemnity against liability and for collection or reimbursement from sources
other than money or property held under the Indenture or subject to the lien
thereof. The Authority may enforce its rights under the Loan Agreement which
have not been assigned to the Trustee, and each such member, officer, employee
and agent may enforce his rights hereunder, by legal proceedings for the
specific performance of any covenant or agreement contained herein or for the
enforcement of any other appropriate legal or equitable remedy, and may
recover damages caused by any breach by the Company of its obligations to the
Authority or to such director, member, officer, employee or agent, as the case
may be, under the Loan Agreement, including court costs, reasonable attorneys'
fees and other costs and expenses incurred in enforcing such obligations.
<PAGE>
(c) Responsibility. The Authority shall be entitled to the advice of
counsel (who may also be counsel for the Company or the Trustee) and shall not
be liable for any action taken or omitted to be taken in good faith in
reliance on such advice. The Authority may rely conclusively on any notice,
certificate or other document furnished to it under the Loan Agreement or the
Indenture and reasonably believed by it to be genuine. The Authority shall
not be liable for any action taken or omitted to be taken by it in good faith
and reasonably believed by it to be within the discretion or power conferred
upon it or beyond such discretion or power, as the case may be, or taken by it
pursuant to any direction or instruction by which it is governed under the
Loan Agreement or the Indenture or omitted to be taken by it by reason of the
lack of direction or instruction required under the Loan Agreement or the
Indenture for such action, or be responsible for the consequences of any error
of judgment reasonably made by it. When any consent or other action by the
Authority is called for by the Loan Agreement or the Indenture, the Authority
may defer such action pending receipt of such evidence, if any, as it may
require in support thereof. A permissive right or power to act shall not be
construed as a requirement to act; and no delay in the exercise of a right or
power shall affect the subsequent exercise of that right or power. The
Authority shall in no event be liable for the application or misapplication of
funds, or for other acts or defaults, by any person, firm or corporation
except by its own directors, members, officers, agents and employees. No
recourse shall be had by the Company, the Trustee or the holder of any Bond
for any claim based on the Loan Agreement, the Indenture or the Bonds against
any member, officer, agent or employee of the Authority unless such claim is
based upon the willful dishonesty of, or intentional violation of law by, such
person. No covenant, obligation or agreement of the Authority contained in
the Loan Agreement or the Indenture shall be deemed to be a covenant,
obligation or agreement of any present or future director, member, officer,
employee or agent of the Authority in his individual capacity, and any member,
officer or employee of the Authority executing a Bond shall not be liable
personally on the Bond or be subject to any personal liability or
accountability by reason of the issue thereof. The Authority shall be
entitled to the benefits of Section 23 of the Indenture in respect of actions
<PAGE>
taken or omitted to be taken by it under this Ninth Supplemental Loan
Agreement.
(d) Financial Obligations; Operation of Facilities. Nothing contained
in the Loan Agreement or the Indenture shall in any way obligate the Authority
to pay any debt or meet any financial obligation to any person at any time
hereunder or in relation to the Bonds or the Project Facilities or Additional
Facilities except from moneys (other than moneys received for its own purposes
under the Loan Agreement) received under the provisions of the Loan Agreement
and the Indenture or from the exercise of the Authority's rights under the
Loan Agreement and the Indenture.
Nothing contained in the Loan Agreement or the Indenture shall be
construed to require or authorize the Authority to operate the Project
Facilities, Unit No. 1 or Additional Facilities.
(e) Expenses of the Authority. Except to the extent they have been paid
or reimbursed from the Construction Fund, the Company shall pay or reimburse
the Authority on demand for all reasonable fees, charges, expenses (including
reasonable attorneys' fees) and disbursements directly related to the
financing of the Project Facilities and Additional Facilities and the issuance
of Bonds including, without limitation, the Authority's Service Charge for the
1990 Series A Bonds (Fourth Issue) and reimbursement for expenses reasonably
incurred or advances reasonably made in the exercise of its rights or the
performance of its obligations under the Loan Agreement or the Indenture, with
interest at the rate specified in Section 14(g) of the Indenture.
(f) Matters to be Considered by Authority. In approving, concurring in
or consenting to action of another party, or in exercising any discretion or
in making any determination, the Authority may consider the interests of the
public, which shall include the anticipated effect of any transaction on tax
revenues and employment, as well as the interests of the other parties and the
Bondholders; however, nothing herein shall be construed as conferring on any
person other than the Company, the Trustee and the Bondholders any right to
notice, hearing or participation in the Authority's consideration, and nothing
in this subsection shall be construed as conferring on any of them any right
additional to those conferred elsewhere herein.
<PAGE>
Section 5. Company Not to Impair Interest Exemption; Use of Project
Facilities; Rebate Covenant. The Company will not use any of the funds loaned
to it by the Authority hereunder (or the income earned through the investment
thereof) or, to the extent of its ownership and control, operate the
facilities financed under the Indenture in any manner, and will not take any
other action, which would impair the exclusion of interest on the Bonds from
gross income for Federal income tax purposes. The Company's use of such
facilities (or facilities replacing the same), shall, to the extent of its
ownership and control, be in furtherance of the purpose of pollution control
or solid waste disposal and otherwise in compliance with the Act and the Code.
The Company will comply in all respects with the requirements of Code Section
148(f) in the event that Gross Proceeds of the 1990 Series A Bonds (Fourth
Issue) are invested in Nonpurpose Obligations with a Yield higher than the
Yield on the 1990 Series A Bonds (Fourth Issue). The terms "Nonpurpose
Obligations," "Gross Proceeds" and "Yield" shall have the meanings given in
Code Section 148 and the regulations promulgated thereunder and shall be
applied as provided therein.
Section 6. Notices. All notices and directions to either party or to
the Trustee shall be in writing and shall be deemed to be sufficiently given
if sent by registered or certified mail or delivered during business hours to
the Authority at Room 302, 4 Park Street, Concord, New Hampshire 03301,
Attention of its Executive Director; to the Company at 25 Research Drive,
Westborough, Massachusetts 01582, Attention of its Treasurer; and to the
Trustee at its Corporate Trust Department, 7 New England Executive Park,
Burlington, Massachusetts 01803, or to such other address as the addressee
shall have indicated by prior notice to the one giving the notice or direction
in question.
Section 7. Severability. In the event that any provision of this Ninth
Supplemental Loan Agreement shall be held to be invalid in any circumstance,
such invalidity shall not affect any other provisions or circumstances.
<PAGE>
Section 8. Counterparts. This Ninth Supplemental Loan Agreement may be
executed and delivered in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts together shall constitute one
and the same instrument.
Section 9. Captions. The captions in this Ninth Supplemental Loan
Agreement are for convenience only and shall not affect the construction
hereof.
Section 10. Governing Law. This instrument shall be governed by the
laws of The State of New Hampshire.
Section 11. Binding Effect. This Ninth Supplemental Loan Agreement
shall inure to the benefit of and be binding on the Authority and the Company
and their respective successors and assigns (including, without limitation,
the Trustee as grantee and assignee under the Indenture in accordance with all
the terms thereof and hereof) and for the purposes of Sections 4(a), 4(b), and
4(c) hereof the directors, members, officers, employees and
agents of the Authority and their respective heirs, personal representatives
and assigns.
Section 12. Obligations of the Company Under the Indenture. The Company
hereby assumes and agrees to perform all of the obligations imposed upon it
under the Indenture and shall be entitled to all rights and benefits granted
to it or on its behalf thereunder.
<PAGE>
IN WITNESS WHEREOF, the parties have caused this Ninth Supplemental Loan
Agreement to be duly executed and their respective seals to be hereunto
affixed, all as of the date first above written.
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
[Seal]
Attest: By_____________________________________
Executive Director
_____________________________
Clerk
NEW ENGLAND POWER COMPANY
[Seal]
Attest: By_____________________________________
Assistant Treasurer
_______________________________________
Assistant Clerk
<PAGE>
Exhibit E.1.
<TABLE>
1995
Report on NEES Money Pool
($000's)
<CAPTION>
Avg. Max. Min. Investment
Company Invest. Invest. Invest. at 12/31/95
- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C>
NEES (Trust) $8,465 $35,200 $ 150 $ 3,600
Massachusetts Electric Co. -0- -0- -0- -0-
New England Power Co. -0- -0- -0- -0-
The Narragansett Electric Co. -0- -0- -0- -0-
Granite State Electric Co. -0- -0- -0- -0-
New England Power Service Co. 15,227 26,725 -0- 1,100
New England Electric Transmission 130 675 -0- -0-
Corporation
New England Energy Incorporated 3,680 14,950 75 1,100
New England Hydro-Transmission 6,869 15,900 375 3,850
Electric Company (NEHTEC)
New England Hydro-Transmission 1,359 3,600 25 150
Corporation (NEHTC)
Narragansett Energy Resources 1,540 3,650 75 400
Company (NERC)
</TABLE>
<PAGE>
Exhibit E.2
Modified
FORM U-13-60
ANNUAL REPORT
For the Period
Beginning January 1, 1995 and Ending December 31, 1995
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
New England Electric Resources, Inc.
A Subsidiary Service Company
Date of Incorporation: January 13, 1992
State or Sovereign Power under which Incorporated or Organized:
The Commonwealth of Massachusetts
Location of Principal Executive Offices of Reporting Company:
25 Research Drive
Westborough, MA 01582
Report filed pursuant to Order dated September 4, 1992
in file number 70-7950
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
J.G. Cochrane Treasurer
25 Research Drive
Westborough, MA 01582
Name of Principal Holding Company Under Which Reporting
Company is Organized:
New England Electric System
SEC 1926 (6-82)
<PAGE>
INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60
1. Time of Filing Annual Report essentially in the form of U-13-60 shall
be filed appended to Form U5S, Annual Report of the Parent and Associate
Companies Pursuant to the Public Utility Holding company Act of 1935. Form
U5S is required to be filed by May 1.
2. Number of Copies Each annual report shall be filed in duplicate. The
company should prepare and retain at least one extra copy for itself in case
correspondence with reference to the report becomes necessary.
3. Definitions - Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within this Form
U-13-60.
4. Organization Chart The company shall submit with each annual report a
copy of its current organization chart.
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
<CAPTION>
Schedule or Page
Description of Schedules and Accounts Account No. Number
<S> <C> <C>
COMPARATIVE BALANCE SHEET Schedule I 4-5
Company property Schedule II 6-7
Accumulated provision for depreciation
and amortization of company property Schedule III 8
Investments Schedule IV 9
Accounts receivable Schedule V 10
Miscellaneous deferred debits Schedule IX 11
Proprietary capital Schedule XI 12
Long-term debt Schedule XII 13
Current and accrued liabilities Schedule XIII 14
Notes to financial statements Schedule XIV 15
COMPARATIVE INCOME STATEMENT Schedule XV 16
Analysis of billing - nonassociate companies Account 458 17-18
Departmental analysis of salaries Account 920 19
Outside services employed Account 923 20
Miscellaneous general expenses Account 930.2 21
Taxes other than income taxes Account 408 22
Donations Account 426.1 23
Other deductions Account 426.5 24
Notes to statement of income Schedule XVIII 25
ORGANIZATION CHART 26
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE I
COMPARATIVE BALANCE SHEET
Give balance sheet of Company as of December 31 of the current and prior year
<CAPTION>
Account Assets and Other Debits As of December 31
Current Prior
<S> <C> <C> <C>
COMPANY PROPERTY
101 Company property (Schedule II) $ $
107 Construction work in progress (Schedule II)
------- -------
Total Property
------- -------
108 Less accumulated provision for depreciation
and amortization of company property
(Schedule III)
------- -------
Net Company Property
------- -------
INVESTMENTS
123 Investments in associate companies (Schedule IV)
128 Other Investments (Schedule IV) 999,999
------- -------
Total Investments 999,999
------- -------
CURRENT AND ACCRUED ASSETS
131 Cash 69,588 48,647
134 Special deposits
135 Working funds
136 Temporary cash investments (Schedule IV)
141 Notes receivable
143 Accounts receivable (Schedule V) 821,116 566,085
144 Accumulated provision of uncollectible accounts
146 Accounts receivable from associate companies 41 37,245
152 Fuel stock expenses undistributed
154 Materials and supplies
163 Stores expense undistributed
165 Prepayments
174 Miscellaneous current and accrued assets
------- -------
Total Current and Accrued Assets 890,745 651,977
------- -------
DEFERRED DEBITS
181 Unamortized debt expense
184 Clearing accounts
186 Miscellaneous deferred debits (Schedule IX) 125,350 451,260
188 Research, development, or demonstration
expenditures
190 Accumulated deferred income taxes
--------- ---------
125,350 451,260
Total Deferred Debits --------- ---------
TOTAL ASSETS AND OTHER DEBITS $2,016,094 $1,103,237
========= =========
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE I
COMPARATIVE BALANCE SHEET
<CAPTION>
Account Liabilities and Proprietary Capital As of December 31
Current Prior
<S> <C> <C> <C>
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) $ 1,000 $ 1,000
211 Miscellaneous paid-in-capital (Schedule XI) 3,398,999 1,474,000
215 Appropriated retained earnings (Schedule XI)
216 Unappropriated retained earnings (Schedule XI) (1,713,513) (641,351)
--------- -------
Total Proprietary Capital 1,686,486 833,649
--------- -------
LONG-TERM DEBT
223 Advances from associate companies (Schedule XII)
224 Other long-term debt (Schedule XII)
225 Unamortized premium on long-term debt
226 Unamortized discount on long-term debt - debit
--------- -------
Total Long-Term Debt
--------- -------
CURRENT AND ACCRUED LIABILITIES
231 Notes payable
232 Accounts payable 142,401 15,597
233 Notes payable to associate companies
(Schedule XIII)
234 Accounts payable to associate companies
(Schedule XIII) 11,707 236,096
236 Taxes accrued 17,895
237 Interest accrued
238 Dividends declared
241 Tax collections payable
242 Miscellaneous current and accrued
liabilities (Schedule XIII)
--------- -------
Total Current and Accrued Liabilities 154,108 269,588
--------- -------
DEFERRED CREDITS
253 Other deferred credits
255 Accumulated deferred investment tax credits
--------- -------
Total Deferred Credits
--------- -------
283 Accumulated Deferred Income Taxes 175,500
--------- --------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL $2,016,094 $1,103,237
========= =========
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE II
COMPANY PROPERTY
(Not Applicable)
<CAPTION>
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER (1) AT CLOSE
DESCRIPTION OF YEAR ADDITIONS SALES CHANGES OF YEAR
<S> <C> <C> <C> <C> <C>
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment (2)
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property (3)
---- ------- --- ---- ----
SUB-TOTAL None None
---- ------- --- ---- ----
107 Construction
Work in
Progress (4)
---- ------- --- ---- ----
TOTAL None None
==== ======= === ==== ====
<FN>
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
</FN>
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE II - CONTINUED
(Not Applicable)
<TABLE>
(2) Subaccounts are required for each class of equipment owned. The company
shall provide a listing by subaccount of equipment additions during the
year and the balance at the close of the year:
<CAPTION>
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
<S> <C> <C>
---- ----
TOTAL None None
==== ====
(3) DESCRIBE OTHER COMPANY PROPERTY:
None
(4) DESCRIBE CONSTRUCTION WORK IN PROGRESS:
None
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
(Not Applicable)
<CAPTION>
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO RETIRE- ADD AT CLOSE
DESCRIPTION OF YEAR ACCT 403 MENTS (DEDUCT)(1) OF YEAR
<S> <C> <C> <C> <C> <C>
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property
---- --- --- --- ----
TOTAL None None
==== === === === ====
22) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
None
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE IV
INVESTMENTS
<TABLE>
INSTRUCTIONS: Complete the following schedule concerning investments.
Under Account 128 "Other Investments," state each investment
separately, with description, including, the name of issuing
company, number of shares or principal amount, etc.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
<S> <C> <C>
ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 128 - OTHER INVESTMENTS
Separations Technologies, Inc. $999,999
---- -------
TOTAL (1) None $999,999
==== =======
ACCOUNT 136 - TEMPORARY CASH INVESTMENTS
---- ----
TOTAL None None
==== ====
(1) See page 15 "Notes to Financial Statements" footnote (1)
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
<TABLE>
SCHEDULE V
ACCOUNTS RECEIVABLE
INSTRUCTIONS: Complete the following schedule listing accounts receivable.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
OF YEAR OF YEAR
<S> <C> <C>
DESCRIPTION
ACCOUNT 143 - Federal Income Tax Benefit
Receivable $237,400 $501,600
Nantucket Electric Company 300,840 300,840
Other 27,845 18,676
------- -------
TOTAL $566,085 $821,116
======= =======
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
<TABLE>
SCHEDULE IX
MISCELLANEOUS DEFERRED DEBITS
INSTRUCTIONS: Provide detail of items in this account. Items less than
$10,000 may be grouped by class, showing the number of items
in each class.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
<S> <C> <C>
ACCOUNT 186 - DEFERRED DEBITS
NANTUCKET ELECTRIC - LONG TERM
RECEIVABLE $451,260 $125,350
------- -------
TOTAL $451,260 $125,350
======= =======
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
<TABLE> SCHEDULE XI
PROPRIETARY CAPITAL
<CAPTION>
OUTSTANDING
NUMBER OF PAR OR STATED CLOSE OF PERIOD
ACCOUNT SHARES VALUE NO. OF TOTAL
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT
<S> <C> <C> <C> <C> <C>
201 COMMON STOCK ISSUED 10,000 $1 1,000 $1,000
INSTRUCTIONS: Classify amounts in each account with a brief explanation,
disclosing the general nature of transactions which give rise
to the reported amounts.
DESCRIPTION AMOUNT
ACCOUNT 223 - MISCELLANEOUS PAID-IN CAPITAL (1) $3,398,999
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
---------
TOTAL 3,398,999
=========
INSTRUCTIONS: Give particulars concerning net income or (loss) during the
year, distinguishing between compensation for the use of
capital owed or net loss remaining from servicing
non-associates per the General Instructions of the Uniform
Systems of Accounts. For dividends paid during the year in
cash or otherwise, provide rate percentage, amount of
dividend, date declared and date paid.
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR (LOSS) PAID OF YEAR
ACCOUNT 216 -
UNAPPROPRIATED
RETAINED EARNINGS $(641,350) $(1,072,163) None $(1,713,513)
------- ---------- ---- ----------
TOTAL $(641,350) $(1,072,163) None $(1,713,513)
======= ========== ==== ==========
(1) Amount represents contributions in the form of non-interest bearing
subordinated notes issued to New England Electric System (NEES). As
of December 31, 1995, NEES was authorized to invest up to $9.0
million dollars in the Company in the form of either subordinated
noninterest bearing notes, capital contributions or common stock.
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE XII
LONG-TERM DEBT
(Not Applicable)
INSTRUCTIONS: Advances from associate companies should be reported separately for advances on
notes, and advances on open account. Names of associate companies from which
advances were received shall be shown under the class and series of obligation
column. For Account 224 - Other long-term debt provide the name of creditor
company or organization, terms of the obligation, date of maturity, interest
rate, and the amount authorized and outstanding.
<CAPTION>
TERMS OF OBLIG DATE BALANCE AT BALANCE AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE
NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS (1) OF YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT 223 -
ADVANCES FROM
ASSOCIATE
COMPANIES: None
ACCOUNT 224 -
OTHER LONG-TERM
DEBT: None
----
TOTAL None
====
<FN>
(1) Give an explanation of deductions:
None
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
<TABLE>
SCHEDULE XIII
CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate
company. Give description and amount of miscellaneous current
and accrued liabilities. Items less than $10,000 may be
grouped, showing the number of items in each group.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
<S> <C> <C> <C>
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE
COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES
The Narragansett Electric Company $ 1,023
New England Hydro Transmission Electric Co. 2,770
New England Power Company 30,844 $14,555
New England Power Service Company 201,459 (2,848)
------- ------
TOTAL $236,096 $11,707
======= ======
ACCOUNT 242 - MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES
---- ----
TOTAL None None
==== ====
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any account thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating
to financial statements shown elsewhere in this report may
be indicated here by reference.
(1) To assist Nantucket Electric Company (NEC) in meeting
its short-term needs for reliable energy, NEERI provided materials,
delivery, installation, interconnection and start-up testing services for
a fully automated two unit diesel driven electric generating plant at the
existing NEC Airport Generating Station. The work took place at NEC and
New England Electric facilities pursuant to a letter agreement and has
been completed. The total compensation under the agreement was recognized
during the third quarter of 1994. The agreement provides for billing over
a three year period at $25,070 per month effective the month immediately
following the notice to proceed by NEC. As of December 31, 1995, $426,190
had not yet been billed in accordance with the agreement ($300,840
included in Accounts Receivable and $125,350 included in Miscellaneous
Deferred Debits).
(2) On May 23, 1995, NEERI invested $999,999 in Separations
Technologies, Inc. (STI). This investment is in the form of 153,846
shares of 6% cumulative convertible preferred stock.
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE XV
STATEMENT OF INCOME
<CAPTION>
ACCOUNT DESCRIPTION CURRENT PRIOR
YEAR YEAR
<S> <C> <C> <C>
INCOME
458 Services rendered to nonassociate companies $97,120 $1,113,351
421 Miscellaneous income or loss (250,000)
------ ---------
TOTAL INCOME 97,120 863,351
------ ---------
EXPENSE
920 Salaries and wages
921 Office supplies and expenses 80,567
922 Administrative expense transferred - credit
923 Outside services employed 1,815,058 1,543,724
924 Property insurance
925 Injuries and damages
926 Employee pensions and benefits
930.1 General advertising expenses
930.2 Miscellaneous general expenses
931 Rents
932 Maintenance of structures and equipment
403 Depreciation and amortization expense
408 Taxes other than income taxes
409 Income taxes (901,842) (238,900)
410 Provision for deferred income taxes 333,600
411 Provision for deferred income taxes - credit (158,100)
411.5 Investment tax credit
426.1 Donations
426.5 Other deductions
427 Interest on long-term debt
430 Interest on debt to associate companies
431 Other interest expense
---------- ---------
TOTAL EXPENSE 1,169,283 1,304,824
---------- ---------
NET INCOME OR (LOSS) $(1,072,163) $(441,473)
========== =========
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES
ACCOUNT 458
<CAPTION>
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COST COST FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COST DEFICIENCY BILLED
458-1 458-2 458-3 458-4
<S> <C> <C> <C> <C> <C> <C>
United States Energy
Association (1) 9,090
International Resources Group Ltd. (2) 7,000
Electricity Corp. of New Zealand (3 22,804
Rebis, Inc. (4) 9,251
Power Technologies LTD (5) 4,500
Washington International Energy Group (6) 5,000
RCG/Hagler Bailly, Inc. (7) 3,000
Nantucket Electric Company (8) 27,342
Twin Rivers Technologies (9) 6,148
Separations Technologies, Inc. (10) 2,985
------
TOTAL 97,120
======
</TABLE>
<PAGE>
INSTRUCTION: Provide a brief description of the services rendered to each
nonassociated company:
(1) Consulting activities for the Hungarian Electric Companies.
(2) Consulting engineering services for transmission projects.
(3) Consulting engineering services for transmission projects.
(4) Consulting and programming services.
(5) Consulting services for testing and analysis of hydraulic
turbine/generators.
(6) Consulting services for development of power HVDC transmission in
North America.
(7) Consulting services for integrated resource planning.
(8) Demand side management consulting.
(9) Consulting services in connection with compliance with NOx
regulations.
(10) Services for electrical construction.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
<TABLE>
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
<CAPTION>
NAME OF DEPARTMENT NUMBER
PERSONNEL
SALARY END OF
EXPENSE YEAR
<S> <C> <C>
Indicate each dept. or
service function
None None
---- ----
TOTAL None None
==== ====
</TABLE>
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
INSTRUCTIONS: Provide a breakdown by subaccount of outside services
employed. If the aggregate amounts paid to any one payee
and included within one subaccount is less than $25,000,
only the aggregate number and amount of all such payments
included within the subaccount need be shown. Provide a
subtotal for each type of service.
<CAPTION>
RELATIONSHIP
"A"- ASSOCIATE
FROM WHOM PURCHASED ADDRESS "NA"- NON ASSOCIATE AMOUNT
<S> <C> <C> <C>
LEGAL SERVICES
Hunton & Williams 200 Park Avenue NA 46,232
New York, NY 10166 -------
SUBTOTAL $46,232
OTHER SERVICES
New England Power 25 Research Drive A $1,271,536
Service Company Westborough, MA 01582
New England Power 25 Research Drive A 36,557
Company Westborough, MA 01582
Power Technologies, Inc. 142 Erie Boulevard NA 155,288
Schenectady, NY 12305
George P. Sasdi Electric Power Consultancy NA 41,070
24 Hawthorne Avenue
Newton, MA 02166
CS First Boston 55 East 52nd Street NA 30,000
New York, New York
Triad Engineering 131 Middlesex Turnpike NA 92,629
Burlington, MA 01803
22 Vendors* NA 141,746
(each under $25,000)
----------
SUBTOTAL $1,768,826
----------
TOTAL SERVICES $1,815,058
==========
</TABLE>
*Includes $1,004 from Massachusetts Electric Company, $1,559 from The
Narragansett Electric Company, and $41 from New England Hydro-Transmission
Electric Company which are associated companies.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted
by Sections 321(b)(2) of the Federal Election Campaign Act,
as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
441(b)(2)) shall be separately classified.
DESCRIPTION AMOUNT
None
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
Income Taxes". Separate the analysis into two groups:
(1) other than U.S. Government taxes, and (2) U.S.
Government taxes. Specify each of the various kinds of
taxes and show the amounts thereof. Provide a subtotal
for each class of tax.
KIND OF TAX AMOUNT
1) OTHER THAN U.S. GOVERNMENT TAXES
Massachusetts State Tax None
-----
SUBTOTAL None
-----
2) U.S. GOVERNMENT TAXES None
-----
SUBTOTAL None
-----
TOTAL None
=====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account
426.1, "Donations", classifying such expenses by its
purpose. The aggregate number and amount of all items of
less than $3,000 may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account
426.5, "Other Deductions", classifying such expenses
according to their nature.
DESCRIPTION NAME OF PAYEE NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding
the statement of income or any account thereof. Furnish
particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
See Page 15
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
ORGANIZATION CHART
For the Year Ended December 31, 1995
Board of Directors
!
!
!
President
!
!
!
------------------------------
! !
! !
! !
Treasurer Clerk
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1995
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935 and the rules and regulations of the Securities and Exchange
Commission issued thereunder, the undersigned company has duly caused this
report to be signed on its behalf by the undersigned officer thereunto duly
authorized.
New England Electric Resources, Inc.
---------------------------------
(Name of Reporting Company)
s/John G. Cochrane
By:
-------------------------------
(Signature of Signing Officer)
J.G. Cochrane Treasurer
-------------------------------------------
(Printed Name and Title of Signing Officer)
Date: May 1, 1996
-----------
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND RELATED
CONSOLIDATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH
FLOWS OF NEW ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<CIK> 0000071297
<NAME> New England Electric System
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,855,902
<OTHER-PROPERTY-AND-INVEST> 408,820
<TOTAL-CURRENT-ASSETS> 508,794
<TOTAL-DEFERRED-CHARGES> 417,360 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,190,876
<COMMON> 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,823
<RETAINED-EARNINGS> 831,529
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,631,779 <F3>
0
147,016 <F2>
<LONG-TERM-DEBT-NET> 1,675,170
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 203,250
<LONG-TERM-DEBT-CURRENT-PORT> 23,960
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,509,701
<TOT-CAPITALIZATION-AND-LIAB> 5,190,876
<GROSS-OPERATING-REVENUE> 2,271,712
<INCOME-TAX-EXPENSE> 128,340
<OTHER-OPERATING-EXPENSES> 1,819,944
<TOTAL-OPERATING-EXPENSES> 1,948,284
<OPERATING-INCOME-LOSS> 323,428
<OTHER-INCOME-NET> 12,098
<INCOME-BEFORE-INTEREST-EXPEN> 335,526
<TOTAL-INTEREST-EXPENSE> 114,175
<NET-INCOME> 204,757
8,690 <F2>
<EARNINGS-AVAILABLE-FOR-COMM> 204,757
<COMMON-STOCK-DIVIDENDS> 152,273
<TOTAL-INTEREST-ON-BONDS> 108,365
<CASH-FLOW-OPERATIONS> 469,853
<EPS-PRIMARY> $3.15
<EPS-DILUTED> $3.15
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee
Atomic costs.
<F2> Preferred stock reflects preferred stock of subsidiaries. Preferred
stock dividends reflect preferred stock dividends of subsidiaries.
<F3> Total common stockholders equity is reflected net of treasury stock
at cost.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF
MASSACHUSETTS ELECTRIC COMPANY, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,041,476
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 236,534
<TOTAL-DEFERRED-CHARGES> 65,090 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,343,100
<COMMON> 59,953
<CAPITAL-SURPLUS-PAID-IN> 201,172
<RETAINED-EARNINGS> 150,308
<TOTAL-COMMON-STOCKHOLDERS-EQ> 411,433
0
50,000
<LONG-TERM-DEBT-NET> 353,267
<SHORT-TERM-NOTES> 1,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 54,450
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 472,950
<TOT-CAPITALIZATION-AND-LIAB> 1,343,100
<GROSS-OPERATING-REVENUE> 1,505,676
<INCOME-TAX-EXPENSE> 19,297
<OTHER-OPERATING-EXPENSES> 1,424,709
<TOTAL-OPERATING-EXPENSES> 1,444,006
<OPERATING-INCOME-LOSS> 61,670
<OTHER-INCOME-NET> (541)
<INCOME-BEFORE-INTEREST-EXPEN> 61,129
<TOTAL-INTEREST-EXPENSE> 32,028
<NET-INCOME> 29,101
3,114
<EARNINGS-AVAILABLE-FOR-COMM> 25,987
<COMMON-STOCK-DIVIDENDS> 12,590
<TOTAL-INTEREST-ON-BONDS> 25,901
<CASH-FLOW-OPERATIONS> 79,386
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE
NARRAGANSETT ELECTRIC COMPANY, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 535,248
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 104,205
<TOTAL-DEFERRED-CHARGES> 60,168 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 699,621
<COMMON> 56,624
<CAPITAL-SURPLUS-PAID-IN> 80,170
<RETAINED-EARNINGS> 108,227
<TOTAL-COMMON-STOCKHOLDERS-EQ> 245,021
0
36,500
<LONG-TERM-DEBT-NET> 210,892
<SHORT-TERM-NOTES> 1,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 21,675
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 184,533
<TOT-CAPITALIZATION-AND-LIAB> 699,621
<GROSS-OPERATING-REVENUE> 499,113
<INCOME-TAX-EXPENSE> 10,888
<OTHER-OPERATING-EXPENSES> 445,800
<TOTAL-OPERATING-EXPENSES> 456,688
<OPERATING-INCOME-LOSS> 42,425
<OTHER-INCOME-NET> (86)
<INCOME-BEFORE-INTEREST-EXPEN> 42,339
<TOTAL-INTEREST-EXPENSE> 18,429
<NET-INCOME> 23,910
2,143
<EARNINGS-AVAILABLE-FOR-COMM> 21,767
<COMMON-STOCK-DIVIDENDS> 5,096
<TOTAL-INTEREST-ON-BONDS> 16,627
<CASH-FLOW-OPERATIONS> 48,451
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND POWER COMPANY, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,950,263
<OTHER-PROPERTY-AND-INVEST> 73,682
<TOTAL-CURRENT-ASSETS> 351,123
<TOTAL-DEFERRED-CHARGES> 273,275 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,648,343
<COMMON> 128,998
<CAPITAL-SURPLUS-PAID-IN> 374,829
<RETAINED-EARNINGS> 385,309
<TOTAL-COMMON-STOCKHOLDERS-EQ> 889,136
0
60,516
<LONG-TERM-DEBT-NET> 735,440
<SHORT-TERM-NOTES> 1,025
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 124,125
<LONG-TERM-DEBT-CURRENT-PORT> 10,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 828,101
<TOT-CAPITALIZATION-AND-LIAB> 2,648,343
<GROSS-OPERATING-REVENUE> 1,570,539
<INCOME-TAX-EXPENSE> 91,051
<OTHER-OPERATING-EXPENSES> 1,294,075
<TOTAL-OPERATING-EXPENSES> 1,385,126
<OPERATING-INCOME-LOSS> 185,413
<OTHER-INCOME-NET> 11,857
<INCOME-BEFORE-INTEREST-EXPEN> 197,270
<TOTAL-INTEREST-EXPENSE> 45,843
<NET-INCOME> 151,427
3,433
<EARNINGS-AVAILABLE-FOR-COMM> 147,994
<COMMON-STOCK-DIVIDENDS> 135,448
<TOTAL-INTEREST-ON-BONDS> 46,797
<CASH-FLOW-OPERATIONS> 245,666
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee
Atomic costs.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF GRANITE
STATE ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 47,323
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 7,266
<TOTAL-DEFERRED-CHARGES> 2,329 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 56,918
<COMMON> 6,040
<CAPITAL-SURPLUS-PAID-IN> 4,000
<RETAINED-EARNINGS> 8,998
<TOTAL-COMMON-STOCKHOLDERS-EQ> 19,038
0
0
<LONG-TERM-DEBT-NET> 15,000
<SHORT-TERM-NOTES> 3,550
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 18,330
<TOT-CAPITALIZATION-AND-LIAB> 56,918
<GROSS-OPERATING-REVENUE> 65,095
<INCOME-TAX-EXPENSE> 657
<OTHER-OPERATING-EXPENSES> 61,248
<TOTAL-OPERATING-EXPENSES> 61,905
<OPERATING-INCOME-LOSS> 3,190
<OTHER-INCOME-NET> (45)
<INCOME-BEFORE-INTEREST-EXPEN> 3,145
<TOTAL-INTEREST-EXPENSE> 1,733
<NET-INCOME> 1,412
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,412
<COMMON-STOCK-DIVIDENDS> 363
<TOTAL-INTEREST-ON-BONDS> 1,238
<CASH-FLOW-OPERATIONS> 1,857
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC., AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 176,304
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 6,283
<TOTAL-DEFERRED-CHARGES> 8,969
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 191,561
<COMMON> 40,000
<CAPITAL-SURPLUS-PAID-IN> 16,384
<RETAINED-EARNINGS> 2,900
<TOTAL-COMMON-STOCKHOLDERS-EQ> 59,284
0
0
<LONG-TERM-DEBT-NET> 91,530
<SHORT-TERM-NOTES> 1,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 6,960
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 32,787
<TOT-CAPITALIZATION-AND-LIAB> 191,561
<GROSS-OPERATING-REVENUE> 46,157
<INCOME-TAX-EXPENSE> 6,475
<OTHER-OPERATING-EXPENSES> 20,440
<TOTAL-OPERATING-EXPENSES> 26,915
<OPERATING-INCOME-LOSS> 19,242
<OTHER-INCOME-NET> 64
<INCOME-BEFORE-INTEREST-EXPEN> 19,306
<TOTAL-INTEREST-EXPENSE> 9,382
<NET-INCOME> 9,924
0
<EARNINGS-AVAILABLE-FOR-COMM> 9,924
<COMMON-STOCK-DIVIDENDS> 18,000
<TOTAL-INTEREST-ON-BONDS> 9,346
<CASH-FLOW-OPERATIONS> 21,172
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND HYDRO-TRANSMISSION CORPORATION, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 147,201
<OTHER-PROPERTY-AND-INVEST> 5
<TOTAL-CURRENT-ASSETS> 1,493
<TOTAL-DEFERRED-CHARGES> 7,235
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 155,934
<COMMON> 21,500
<CAPITAL-SURPLUS-PAID-IN> 17,713
<RETAINED-EARNINGS> 182
<TOTAL-COMMON-STOCKHOLDERS-EQ> 39,395
0
0
<LONG-TERM-DEBT-NET> 56,480
<SHORT-TERM-NOTES> 2,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,560
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 53,499
<TOT-CAPITALIZATION-AND-LIAB> 155,934
<GROSS-OPERATING-REVENUE> 34,660
<INCOME-TAX-EXPENSE> 3,636
<OTHER-OPERATING-EXPENSES> 19,187
<TOTAL-OPERATING-EXPENSES> 22,823
<OPERATING-INCOME-LOSS> 11,837
<OTHER-INCOME-NET> 52
<INCOME-BEFORE-INTEREST-EXPEN> 11,889
<TOTAL-INTEREST-EXPENSE> 5,866
<NET-INCOME> 6,023
0
<EARNINGS-AVAILABLE-FOR-COMM> 6,023
<COMMON-STOCK-DIVIDENDS> 7,610
<TOTAL-INTEREST-ON-BONDS> 5,799
<CASH-FLOW-OPERATIONS> 13,010
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS
OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND ELECTRIC TRANSMISSION CORPORATION, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 48,447
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 170
<TOTAL-DEFERRED-CHARGES> 424 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 49,041
<COMMON> 140
<CAPITAL-SURPLUS-PAID-IN> 3,360
<RETAINED-EARNINGS> 268
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,768
0
0
<LONG-TERM-DEBT-NET> 25,488
<SHORT-TERM-NOTES> 725
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 4,624
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 14,436
<TOT-CAPITALIZATION-AND-LIAB> 49,041
<GROSS-OPERATING-REVENUE> 10,930
<INCOME-TAX-EXPENSE> 22
<OTHER-OPERATING-EXPENSES> 6,978
<TOTAL-OPERATING-EXPENSES> 7,000
<OPERATING-INCOME-LOSS> 3,930
<OTHER-INCOME-NET> 3
<INCOME-BEFORE-INTEREST-EXPEN> 3,933
<TOTAL-INTEREST-EXPENSE> 2,914
<NET-INCOME> 1,019
0
<EARNINGS-AVAILABLE-FOR-COMM> 1,019
<COMMON-STOCK-DIVIDENDS> 915
<TOTAL-INTEREST-ON-BONDS> 2,894
<CASH-FLOW-OPERATIONS> 5,365
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
