<PAGE>
                                             Exhibit 10(q)
  
  
  
  
  
  
  
  
  
  
                                NEW ENGLAND ELECTRIC COMPANIES'
                                
                INCENTIVE COMPENSATION PLAN I
                                 
  
  
  
  
  
  
  
  
                                      Adopted - August 24, 1977
                                 Amended - December 5, 1978
                                 Amended - May 17, 1982
                                 Amended - July 31, 1984
                                 Amended - July 30, 1985
                                 Amended - February 9, 1987
                                 Amended - May 23, 1990
                                 Amended - December 1, 1991
                                 Amended - January 1, 1992
                                 Amended - January 1, 1994
                                 Amended - February 21, 1994
                                 Amended - January 1, 1995
                                 Amended - October 24, 1995
  
    <PAGE>
                       TABLE OF CONTENTS
                       -----------------
                                 
                                                          Page
                                                          ----
  
  
  I. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . .1
  
  II.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .1
       2.01   Base Compensation. . . . . . . . . . . . . . . .1
       2.02   Beneficial Owner . . . . . . . . . . . . . . . .1
       2.03   Board. . . . . . . . . . . . . . . . . . . . . .1
       2.04   Category A Participant . . . . . . . . . . . . .2
       2.05   Category B Participant . . . . . . . . . . . . .2
       2.06   Category C Participants. . . . . . . . . . . . .2
       2.07   Change in Control. . . . . . . . . . . . . . . .2
       2.08   Committee. . . . . . . . . . . . . . . . . . . .3
       2.09   Continuing Directors . . . . . . . . . . . . . .3
       2.10   Corporate Targets. . . . . . . . . . . . . . . .4
       2.11   Fund . . . . . . . . . . . . . . . . . . . . . .4
       2.12   Incentive Compensation . . . . . . . . . . . . .4
       2.13   Low Return Target. . . . . . . . . . . . . . . .4
       2.14   A Major Transaction. . . . . . . . . . . . . . .5
       2.15   Management Committee . . . . . . . . . . . . . .6
       2.16   New England Electric System. . . . . . . . . . .6
       2.17   Participant. . . . . . . . . . . . . . . . . . .7
       2.18   Person . . . . . . . . . . . . . . . . . . . . .7
       2.19   Plan Year. . . . . . . . . . . . . . . . . . . .7
       2.20   Senior Incentive Compensation Plan . . . . . . .7
  
  III. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . .8
       3.01   Administration and Interpretation. . . . . . . .8
       3.02   Amendment and Termination. . . . . . . . . . . .8
       3.03   Salary Approvals.. . . . . . . . . . . . . . . .8
       3.04   No Segregation of Assets; No Assignment. . . . .8
       3.05   Accounting.. . . . . . . . . . . . . . . . . . .9
  
  IV.  PARTICIPATION . . . . . . . . . . . . . . . . . . . . .9
       4.01   Selection. . . . . . . . . . . . . . . . . . . .9
       4.02   Notification.. . . . . . . . . . . . . . . . . .9
       4.03   Goals. . . . . . . . . . . . . . . . . . . . . 10
  
  
    <PAGE>
V.     PARTICIPANTS' COMPENSATION. . . . . . . . . . . . . . 10
       5.01   Base Compensation and Incentive Compensation.. 10
  
  VI.  BASE COMPENSATION . . . . . . . . . . . . . . . . . . 10
       6.01   Determination. . . . . . . . . . . . . . . . . 10
  
  VII. INCENTIVE COMPENSATION. . . . . . . . . . . . . . . . 10
       7.01   Incentive Compensation Amounts.. . . . . . . . 10
       7.02   Criteria for Determining Incentive
              Compensation.. . . . . . . . . . . . . . . . . 11
       7.03   Notification of Award. . . . . . . . . . . . . 11
       7.04   Cooperation of Others. . . . . . . . . . . . . 11
  
  VIII.  INCENTIVE COMPENSATION FUND . . . . . . . . . . . . 12
       8.01   Calculation. . . . . . . . . . . . . . . . . . 12
       8.02   Scaling. . . . . . . . . . . . . . . . . . . . 12
       8.03   Minimum Performance Requirement. . . . . . . . 13
  
  IX.  PAYMENT UPON CHANGE OF CONTROL. . . . . . . . . . . . 13
       9.01   Change in Control. . . . . . . . . . . . . . . 13
  
  X.   GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 14
       10.01  Other Benefit Plans. . . . . . . . . . . . . . 14
       10.02  Termination of Participation; Interplan
              Transfer.. . . . . . . . . . . . . . . . . . . 14
       10.03  Future Employment. . . . . . . . . . . . . . . 15
       10.04  Headings.. . . . . . . . . . . . . . . . . . . 15
       10.05  Gender and Number. . . . . . . . . . . . . . . 15
       10.06  Governing Law. . . . . . . . . . . . . . . . . 15
       10.07  Effective Date.. . . . . . . . . . . . . . . . 16
  
  SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . 16
  
  
  
  
  
  
  
  
  
  
                               ii
                                
                                 <PAGE>
                               
                                 NEW ENGLAND ELECTRIC COMPANIES'
                 INCENTIVE COMPENSATION PLAN I
                 -----------------------------
  
  I.    PURPOSE
    -------
  
    The purpose of the Incentive Compensation Plan I (the
  Plan) is to achieve and maintain a high level of corporate
  performance by making it possible for those selected executives
  whose efforts and responsibilities have direct and major
  influence on corporate earnings to earn significant
  compensation rewards in proportion to (i) measured corporate
  performance and (ii) the individual executive's contribution.
  
  II.   DEFINITIONS
    -----------
  
    2.01     Base Compensation means the compensation referred
  to in Section 6.01 and includes all salary, whether received or
  deferred.
  
    2.02     Beneficial Owner shall have the meaning defined
  in Rule 13d-3 under the Exchange Act.
    <PAGE>
    2.03     Board means the Board of Directors of New England
  Electric System.
  
    2.04     Category A Participant means those Participants
  so designated by the Committee.
  
    2.05     Category B Participant means those Participants
  so designated by the Committee.
    
    2.06     Category C Participants means all Participants
  not designated either Category A or Category B Participants.
  
    2.07     Change in Control occurs when the conditions set
  forth in either of the following paragraphs shall have been
  satisfied:
             (i)  any Person is or becomes the Beneficial
                    Owner, directly or indirectly, of securities
                    of New England Electric System (not
                    including in the securities beneficially
                    owned by such Person any securities acquired
                    directly from New England Electric System or
                    its affiliates) representing 20% or more of
                    the combined voting power of New England
                    Electric System's then outstanding
                    securities; or
    <PAGE>
             (ii) during any period of not more than two
                    consecutive years after January 1, 1995,
                    individuals who at the beginning of such
                    period constitute the Board and any new
                    director (other than a director designated
                    by a Person who has entered into an
                    agreement with New England Electric System
                    to effect a transaction described in clause
                    (i) of this paragraph) whose election by the
                    Board or nomination for election by New
                    England Electric System's shareholders was
                    approved or recommended by a vote of at
                    least two-thirds of the directors then still
                    in office who either were directors at the
                    beginning of the period or whose election or
                    nomination for election was previously so
                    approved or recommended, cease for any
                    reason to constitute a majority of the
                    Board.
    2.08     Committee means the Compensation Committee of the
  Board.
  
    2.09     Continuing Directors means, as of the date of
  determination, any director who was a member of the Board on
  January 1, 1990, or who was recommended for his initial term of
    <PAGE>
office by a majority of the Continuing Directors in office at
  the time of such recommendation, but excludes any director who,
  together with his affiliates, is the beneficial owner of 20% or
  more of the outstanding Shares (excluding securities
  beneficially owned by reason of being a trustee of any employee
  benefit plan of the System).
  
    2.10     Corporate Targets means the same return on common
  equity targets and cents per kilowatthour targets found in
  Article IV of the Senior Incentive Compensation Plan for the
  Plan Year.
  
    2.11     Fund means the fund established each year as
  provided in Section 8.01.
  
    2.12     Incentive Compensation means the award made from
  the Fund to each Participant in accordance with Section 7.01.
  
    2.13     Low Return Target means the same low equity
  return target provided in the Senior Incentive Compensation
  Plan for the Plan Year.
  
    2.14     A Major Transaction shall be deemed to have
  occurred if the conditions set forth in any one of the
  following paragraphs shall have been satisfied:
    <PAGE>
    (a) the shareholders of New England Electric System
          approve a merger or consolidation with any corporation
          or business trust, other than (i) a merger or
          consolidation which would result in the individuals
          who prior to such merger or consolidation constitute
          the Board constituting at least two-thirds of the
          board of directors of New England Electric System or
          the surviving or succeeding entity immediately after
          such merger or consolidation, or (ii) a merger or
          consolidation effected to implement a recapitalization
          (or similar trasaction) in which no Person acquires
          more than 20% of the combined voting power of New
          England Electric System's then outstanding securities;
    (b) the shareholders of New England Electric System
          approve a plan of complete liquidation thereof; or
    (c) the shareholder of New England Electric System approve
          an agreement for the sale or disposition of all or
          substantially all of New England Electric System's
          assets, other than a sale or disposition which would
          result in the individuals who prior to such sale or
          disposition constitute the Board constituting at least
          two-thirds of the board of directors of the Person
          purchasing such assets immediately after such sale or
          disposition.
    <PAGE>
    2.15     Management Committee means the Chief Executive
  Officer of New England Electric System and one or more other
  New England Electric System officers as appointed by the
  Committee.
  
    2.16     New England Electric System means the trustee or
  trustees for the time being (as trustee or trustees but not
  personally) under an agreement and declaration of trust dated
  January 2, 1926, as amended, which is hereby referred to, and a
  copy of which as amended has been filed with the Secretary of
  The Commonwealth of Massachusetts.  Any agreement, obligation,
  or liability made, entered into or incurred by or on behalf of
  New England Electric System binds only its trust estate, and no
  shareholder, director, trustee, officer, or agent thereof
  assumes or shall be held to any liability therefor.
  
    2.17     Participant means an individual who has been
  selected, in accordance with Section 4.01, or an equivalent
  prior provision, to be a participant in the Plan.
  
    2.18     Person shall have the meaning given in Section
  3(a)(9) of the Exchange Act, as modified and used in Sections
  13(d) and 14(d) thereof; however, a Person shall not include
  (i) New England Electric System or any subsidiary thereof, (ii)
  a trustee or other fiduciary holding securities under an
    <PAGE>
employee benefit plan of New England Electric System or any
  subsidiary thereof, (iii) an underwriter temporarily holding
  securities pursuant to an offering of such securities, or (iv)
  a corporation owned, directly or indirectly, by the
  shareholders of New England Electric System in substantially
  the same proportions as their ownership of shares of New
  England Electric System.
  
    2.19     Plan Year means a calendar year.
  
    2.20     Senior Incentive Compensation Plan means New
  England Electric Companies' Senior Incentive Compensation Plan,
  as amended from time to time.
  
  III.  ADMINISTRATION
    --------------
  
    3.01     Administration and Interpretation.  The Plan
  shall be administered by the Committee, and interpretations of
  the Plan by the Committee shall be final and binding on all
  parties.
  
    3.02     Amendment and Termination.  The Committee may
  amend or terminate the Plan at any time; provided, however,
  that no such action shall affect any right or obligation with
  respect to any award of Incentive Compensation previously
    <PAGE>
granted; and provided, further, the provisions of Article IX
  and Sections 2.06 and 2.08 may not be amended without the
  written consent of any Participant affected.
  
    3.03     Salary Approvals.  The Committee will approve all
  salary changes for individual Participants.  Where required,
  such changes must also receive the approval of the board of
  directors of a subsidiary company.
  
    3.04     No Segregation of Assets; No Assignment.  New
  England Electric System is not required to set aside or
  segregate any assets of any kind to meet obligations under this
  Plan.  A Participant has no rights under this Plan to any
  specific assets of New England Electric System.  A Participant
  may not commute, sell, assign, transfer, or otherwise convey
  the right to receive any payments under this Plan, which
  payments and the right thereto shall be, to the fullest extent
  permitted by law, nonassignable and nontransferable, whether
  voluntarily or involuntarily.
  
    3.05     Accounting.  The Manager of Internal Audits and
  the Controller will be responsible to the Committee for
  accounting matters directly affecting the Plan.
  
    <PAGE>
IV. PARTICIPATION
    -------------
  
    4.01     Selection.  It is anticipated (but not binding)
  that the Committee shall select, by December 1 of each year,
  the Participants for the following year.
  
    4.02     Notification.  The Management Committee shall
  notify those Participants who have been included in the Plan
  for the following year and those who have been dropped from the
  Plan.
  
    4.03     Goals.  Individual goals for each Participant
  will be made each Plan Year.  Participants will be advised of
  the goals prior to the Plan Year for which they apply.
  
  V.    PARTICIPANTS' COMPENSATION
    --------------------------
  
    5.01     Base Compensation and Incentive Compensation. 
  The compensation for each Participant will consist of two
  parts:  Base Compensation and Incentive Compensation.
  
  VI.   BASE COMPENSATION
    -----------------
  
    6.01     Determination.  A Participant's performance will
  be evaluated and his/her compensation, including any merit or
    <PAGE>
promotional increase, will be set in accordance with the New
  England Electric Salary Management Program.  A Participant's
  Base Compensation may be set anywhere within the salary range.
  
  VII.  INCENTIVE COMPENSATION
    ----------------------
  
    7.01     Incentive Compensation Amounts.  When the books
  are closed at the end of a Plan Year and the amount of the Fund
  for that year is determined in accordance with Article VIII,
  the Management Committee will make recommendations to the
  Committee for amounts of money from the Fund to be awarded to
  each Participant.  The Committee will act on the
  recommendations and the money will be distributed to the
  Participants based upon the Committee's determination by the
  end of March following the Plan Year.
  
    7.02     Criteria for Determining Incentive Compensation. 
  Each Participant's award shall be governed, first, by the
  degree of success achieved by the Participant in reaching
  his/her individual goals established prior to the Plan Year. 
  The money remaining in the Fund will be allocated among all the
  Participants based upon their total individual performances
  during the Plan Year.
    <PAGE>
    7.03     Notification of Award.  The Management Committee
  shall be responsible for seeing that each Participant is told
  the basis for the amount of his/her Incentive Compensation.
  
    7.04     Cooperation of Others.  To achieve any of the
  established goals will require the close cooperation of all the
  Participants.  If the Committee feel in any instance that lack
  of such cooperation by others is making it difficult for a
  Participant to achieve his/her individual goals, the dollars
  not paid to this Participant will not be distributed to the
  other members of the Plan.  Otherwise, all money in the Fund
  will be distributed.
  
  VIII. INCENTIVE COMPENSATION FUND
    -------------------------------
  
    8.01    Calculation.  The Fund for the Plan will be based
  on the sum of the percentages for the Corporate Targets reached
  multiplied by the sum of all Participants' Base Compensation,
  namely:
    <PAGE>
  Return on
  Common Equity - Target A               17.5%
  
  Return on
  Common Equity - Target B               8%
  
  Return on
  Common Equity - Target C               17.5%
  
  Return on
  Common Equity - Target D               8%
  
  Cents Per
  Kilowatthour - Target A     10%
  
  Cents Per
  Kilowatthour - Target B     5%
  
  
  
     8.02    Scaling.  Results will be scaled using straight
  line interpolation between the Return on Common Equity Targets
  A and B and between Return on Common Equity Targets C and D. 
  In determining whether the Return on Common Equity Targets are
  met, the Committee may enhance or curtail the actual return on
  equity in response to extraordinary events or other factors
  relevant to performance of New England Electric System
  companies.
  
     8.03    Minimum Performance Requirement.  If the Low
  Return Target is not achieved, there will be no Incentive
  Compensation for the Plan Year.
    <PAGE>
  IX.   PAYMENT UPON CHANGE OF CONTROL
     ------------------------------
  
     9.01    Change in Control.  In the event of a Change in
  Control or Major Transaction, each Participant will receive,
  within 30 days, a cash payment equal to the average of the
  bonus percentages for this Plan for the last three years prior
  to the Change in Control or Major Transaction times the
  Participant's annualized Base Compensation.  If the Change in
  Control or Major Transaction occurs prior to the determination
  and payment of the Incentive Compensation for the prior Plan
  Year, the Participant will also receive within 30 days a cash
  payment equal to said percentage times  the Participant's Base
  Compensation received in the prior Plan Year; provided,
  however, if it is determined that the Fund percentage
  calculated in accordance with Sections 8.01 and 8.02 for said
  prior Plan Year would have been greater, such higher percentage
  will be used.  No further benefits will be payable from this
  Plan.
    <PAGE>
  X. GENERAL PROVISIONS
     ------------------
  
     10.01   Other Benefit Plans.  A Participant's Incentive
  Compensation will not be used in determining the Participant's
  benefits under any group insurance plan or any incentive
  program other than New England Electric Companies' Incentive
  Share Plan.
  
     10.02   Termination of Participation; Interplan Transfer. 
  If, for any reason, a Participant should cease to be actively
  employed by a subsidiary of New England Electric System prior
  to July 1 of a Plan Year,  that person will not be deemed a
  Participant for that year unless the Management Committee
  determines there are extraordinary circumstances which justify
  inclusion.  A Participant who ceases to be so actively employed
  during the last six months of a Plan Year will be deemed a
  Participant for that year on a proportional basis.  The
  Management Committee will also determine the extent, if any, of
  participation by the person replacing a Participant.  If a
  Participant becomes a participant in another incentive
  compensation plan during the Plan Year, the Participant will be
  deemed to be a Participant for that year on a proportional
  basis in each of the Plans, respectively.
    <PAGE>
     10.03   Future Employment.  Neither the Plan nor the
  making of awards hereunder shall be construed to create any
  obligation to continue the Plan or to give any present or
  future employee any right to continued employment.
  
     10.04   Headings.  The headings of articles and sections
  of the Plan are for convenience of reference only.
  
     10.05   Gender and Number.  Unless the context requires
  otherwise, the singular shall include the plural; the masculine
  gender shall include the feminine; and such words as "herein",
  "hereinafter", "hereof", and "hereunder" shall refer to this
  instrument as a whole and not merely to the subdivisions in
  which such words appear.
  
     10.06   Governing Law.  Except as otherwise required by
  law, the Plan and all matters arising thereunder shall be
  governed by the laws of The Commonwealth of Massachusetts.
  
     10.07   Effective Date.  This Amendment shall be
  effective January 1, 1995.
  
                                 s/George M. Sage
     SIGNATURE                             ____________________________
                                 Pursuant to Vote dated
                                   October 24, 1995, of the
                                   Compensation Committee