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                                                  Exhibit 10(cc)


                                 


                            AGREEMENT


                             BETWEEN


                   NEW ENGLAND ELECTRIC SYSTEM

                               AND

                           JOHN W. ROWE


                     Dated February 28, 1995
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                       TABLE OF CONTENTS
                       -----------------


                                                           Page
                                                           ----


1.   Defined Terms . . . . . . . . . . . . . . . . . . . . . .  1

2.   Term of Agreement . . . . . . . . . . . . . . . . . . . .  1

3.   Company's Covenants Summarized. . . . . . . . . . . . . .  2

4.   The Executive's Covenants . . . . . . . . . . . . . . . .  2

5.   Compensation Other Than Severance Payments. . . . . . . .  3

6.   Severance Payments. . . . . . . . . . . . . . . . . . . .  4

7.   Termination Procedures and Compensation During Dispute. . 10

8.   No Mitigation . . . . . . . . . . . . . . . . . . . . . . 12

9.   Successors; Binding Agreement . . . . . . . . . . . . . . 12

10.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . 13

11.  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 13

12.  Validity. . . . . . . . . . . . . . . . . . . . . . . . . 14

13.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . 14

14.  Settlement of Disputes; Arbitration . . . . . . . . . . . 14

15.  Definitions . . . . . . . . . . . . . . . . . . . . . . . 15


<PAGE>
                           AGREEMENT
                           ----------


          THIS AGREEMENT dated February 28, 1995, is made by and between New
England Electric System, a Massachusetts business trust (the "Company"), and
John W. Rowe (the "Executive").
          WHEREAS the Company considers it essential to the best interests
of its shareholders to foster the continuous employment of key management
personnel; and
          WHEREAS the Board of Directors of the Company (the "Board")
recognizes that, as is the case with many publicly-held companies, the
possibility of a Change in Control or a Major Transaction (as defined in the
last Section hereof) exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
shareholders; and
          WHEREAS the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the management of the Company and its subsidiaries (collectively,
the "System"), including the Executive, to their assigned duties without
distraction in the face of potentially disruptive circumstances arising from
the possibility of a Change in Control or a Major Transaction;
          NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:
     31.  Defined Terms.  The definition of capitalized terms used in this
Agreement is provided in the last Section hereof.

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     32.  Term of Agreement.  This Agreement shall commence on the date
hereof and shall continue in effect through December 31, 1997; provided,
however, that commencing on January 1, 1996 and each January 1 thereafter, the
term of this Agreement shall automatically be extended for one additional year
unless, not later than September 30 of the preceding year, the Company or the
Executive shall have given notice not to extend this Agreement or a Change in
Control or a Major Transaction shall have occurred prior to such January 1;
provided, however, if a Change in Control or a Major Transaction shall have
occurred during the term of this Agreement, this Agreement shall continue in
effect for a period of thirty-six (36) months beyond the month in which such
Change in Control or Major Transaction occurred.
     33.  Company's Covenants Summarized.  In order to induce the Executive
to remain in the employ of the NEES Companies and in consideration of the
Executive's covenants set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the "Severance Payments"
described in Section 6.1 hereof and the other payments and benefits described
herein in the event the Executive's employment with the NEES Companies is
terminated following a Change in Control or a Major Transaction and during the
term of this Agreement.  The obligations of the Company hereunder shall be
deemed satisfied to the extent payments are made by any NEES Company.  No
amount or benefit shall be payable under this Agreement unless there shall
have been (or, under the terms hereof, there shall be deemed to have been) a
termination of the Executive's employment with the NEES Companies following a
Change in Control or a Major Transaction.  This Agreement shall not be
construed as creating an express or implied contract of employment and, except
as otherwise agreed in writing between the Executive and the Company, the
Executive shall not have any right to be retained in the employ of the NEES
Companies.
<PAGE>
     34.  The Executive's Covenants.  The Executive agrees that, subject to
the terms and conditions of this Agreement, in the event of a Potential Change
in Control or a Potential Major Transaction during the term of this Agreement,
the Executive will remain in the employ of the NEES Companies until the
earliest of (i) a date which is twelve (12) months from the date of such
Potential Change of Control or Potential Major Transaction, (ii) the date of a
Change in Control or a Major Transaction, (iii) the date of termination by the
Executive of the Executive's employment for Good Reason (determined by
treating the Potential Change in Control or Potential Major Transaction as a
Change in Control or a Major Transaction, as applicable, in applying the
definition of Good Reason), by reason of death or Disability or Retirement, or
(iv) the termination by NEES Companies of the Executive's employment for any
reason.
     35.  Compensation Other Than Severance Payments.
          35.1  Following a Change in Control or a Major Transaction and
during the term of this Agreement, during any period that the Executive fails
to perform the Executive's full-time duties with the NEES Companies as a
result of incapacity due to physical or mental illness, the Company shall
provide the Executive with disability benefits equivalent to those under the
Disability Insurance Plan (without regard to any amendment to such plan made
subsequent to the Change in Control or Major Transaction which amendment
adversely affect the Executive's rights thereunder) until the Executive's
employment is terminated by the Employer for Disability.
          35.2  If the Executive's employment shall be terminated for any
reason following a Change in Control or a Major Transaction and during the
term of this Agreement, the Company shall pay the Executive's full salary to

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the Executive through the Date of Termination at the rate in effect at the
time the Notice of Termination is given, together with all compensation and
benefits payable to the Executive through the Date of Termination under the
terms of any compensation or benefit plan, program or arrangement maintained
by the Employer during such period; except to the extent that the Executive is
receiving payments with respect to such period, or a portion thereof, in
accordance with Section 5.1.
          35.3  If the Executive's employment shall be terminated for any
reason following a Change in Control or a Major Transaction and during the
term of this Agreement, the Company shall pay to the Executive the normal
post-termination compensation and benefits due the Executive as such payments
become due.  Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the System's applicable
retirement, insurance and other compensation or benefit plans, programs and
arrangements.  Provided that the benefits payable to the Executive pursuant to
the Standard Severance Plan for Non-Union Employees (the "Severance Plan") or
its successor do not exceed benefits payable to the Executive under this
Agreement, the Executive hereby waives all rights to benefits pursuant to the
Severance Plan. 
     36.  Severance Payments.
          36.1  The Company shall pay the Executive the payments described
in this Section 6.1 (the "Severance Payments") upon the termination of the
Executive's employment following a Change in Control or a Major Transaction
and during the term of this Agreement, in addition to the payments and
benefits described in Section 5 hereof, unless such termination is (i) by the
Employer for Cause, (ii) by reason of death, Disability or Retirement, or
(iii) by the Executive without Good Reason.  The Executive's employment shall

<PAGE>
be deemed to have been terminated following a Change in Control or a Major
Transaction by the Employer without cause or by the Executive with Good Reason
if the Executive's employment is terminated prior to a Change in Control or a
Major Transaction without cause at the direction of a Person who has entered
into an agreement with the Company the consummation of which will constitute a
Change in Control or a Major Transaction, or if the Executive terminates his
employment with Good Reason prior to a Change in Control or a Major
Transaction (determined by treating a Potential Change in Control or Potential
Major Transaction as a Change in Control or a Major Transaction, as
applicable, in applying the definition of Good Reason) if the circumstance or
event which constitutes Good Reason occurs at the direction of such Person.
               (A)  In lieu of any further salary payments to the Executive
     for periods subsequent to the Date of Termination, the Company shall
     pay to the Executive a lump sum severance payment, in cash, equal to
     three times the sum of (i) the higher of the Executive's annual base
     salary in effect as of the Date of Termination or in effect immediately
     prior to the Change in Control or Major Transaction, and (ii) the
     higher of the average amount paid to the Executive pursuant to the New
     England Electric Companies' Senior Incentive Compensation Plan, New
     England Electric Companies' Incentive Compensation Plan I, New England
     Electric Companies' Incentive Compensation Plan II, Performance Based
     Bonus Plan, and Incentive Share Plan or successors of any such plans,
     with respect to the three years preceding the year in which the Date of
     Termination occurs or the average amount paid with respect to the three
     years preceding the year in which the Change in Control or Major
     Transaction occurs.

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               (B)  In addition to the retirement benefits to which the
     Executive is entitled under each Pension Plan or any successor plan
     thereto, the Company shall pay the Executive a lump sum amount, in
     cash, equal to the excess of (x) the actuarial equivalent of the
     retirement pension (taking into account any early retirement subsidies
     associated therewith and determined as a straight life annuity
     commencing at the later of age 55 or the third anniversary of the Date
     of Termination) which the Executive would have accrued under the terms
     of each such Pension Plan (without regard to any amendment to such
     Pension Plan made subsequent to a Change in Control or a Major
     Transaction, which amendment adversely affects in any manner the
     computation of retirement benefits thereunder), determined as if the
     Executive were fully vested thereunder and had accumulated (after the
     Date of Termination) thirty-six (36) additional months of service
     credit thereunder and had been credited under each such Pension Plan
     during such period with compensation at the higher of (a) Executive's
     compensation (as defined in such Pension Plan) during the twelve (12)
     months immediately preceding the Date of Termination or (b) Executive's
     compensation (as defined in such Pension Plan) during the twelve (12)
     months immediately preceding the Change in Control or Major
     Transaction, over (y) the actuarial equivalent of the retirement
     pension (taking into account any early retirement subsidies associated
     therewith and determined as a straight life annuity commencing at the
     later of age 55 or the Date of Termination) which the Executive had
     accrued pursuant to the provisions of each such Pension Plan as of the
     Date of Termination.  For purposes of this Section 6.1(B), "actuarial
     equivalent" shall be determined using the same methods and assumptions
     utilized under the New England Electric Companies' Final Average Pay
     Plan I (or a successor thereto) immediately prior to the Date of
     Termination (without regard to any amendment of such methods and
     assumptions made subsequent to a Change in Control or a Major
     Transaction, which amendment results in a lower actuarial equivalent
<PAGE>
     value).  The discount rate used for the calculation of benefits
     hereunder shall be that used by the System for valuing the liabilities
     of the New England Electric Companies' Final Average Pay Plan I (or a
     successor thereto) immediately prior to the Date of Termination.
               (C)  If the Executive would have become entitled to benefits
     under the System's post-retirement health care or life insurance plans
     had his employment terminated at any time during the period of thirty-
     six months after the Date of Termination, the Company shall pay such
     benefits to the Executive commencing on the later of (a) the date that
     such coverage would have first become available and (b) the date the
     benefits described in (D) below terminate.
               (D)  For the thirty-six (36) month period immediately
     following the Date of Termination, the Company shall arrange to provide
     the Executive with life, disability, accident and health insurance
     benefits substantially similar to those which the Executive is
     receiving immediately prior to the Notice of Termination (without
     giving effect to any reduction in such benefits subsequent to a Change
     in Control or a Major Transaction which reduction constitutes Good
     Reason).  Benefits otherwise receivable by the Executive pursuant to
     this Section 6.1(D) shall be reduced to the extent comparable benefits
     are actually received by or made available to the Executive without
     cost during the thirty-six (36) month period following the Executive's
     termination of employment (and any such benefits actually received by
     the Executive shall be reported to the Company by the Executive). 
               (E)  The Company shall pay the Executive the retirement
     benefit described in the New England Electric System Companies'
     Retirement Supplement Plan (without regard to any amendment made
     subsequent to a Change in Control or a Major Transaction which
     amendment adversely affects in any manner the computation of retirement
     benefits thereunder) as if the Executive were a vested participant
<PAGE>
     thereunder; provided, however that such retirement benefit shall be
     calculated without regard to the benefits described in Section 6.1(B).
          36.2  In the event that the Executive becomes entitled to the
Severance Payments, if any of the Severance Payments will be subject to the
Excise Tax, the Company shall pay to the Executive an additional amount (the
"Gross-Up Payment") such that the net amount retained by the Executive, after
deduction of any Excise Tax on the Severance Payments and any federal, state
and local income tax and Excise Tax upon the payment provided for by this
Section 6.2, shall be equal to the Severance Payments.  For purposes of
determining whether any of the Severance Payments will be subject to the
Excise Tax and the amount of such Excise Tax, (i) any other payments or
benefits received or to be received by the Executive in connection with a
Change in Control or a Major Transaction, or the Executive's termination of
employment (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the System, any Person whose actions result in a
Change in Control or a Major Transaction or any Person affiliated with the
System or such Person) shall be treated as "parachute payments" within the
meaning of section 280G(b)(2) of the Code, and all "excess parachute payments"
within the meaning of section 280G(b)(l) of the Code shall be treated as
subject to the Excise Tax, unless in the opinion of tax counsel selected by
the Company's independent auditors and reasonably acceptable to the Executive
such other payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,
or such excess parachute payments (in whole or in part) represent reasonable
compensation for services actually rendered, within the meaning of section
280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such
reasonable compensation, or are otherwise not subject to the Excise Tax, (ii)
the amount of the Severance Payments which shall be treated as subject to the
Excise Tax shall be equal to the lesser of (A) the total amount of the
Severance Payments or (B) the amount of excess parachute payments within the
meaning of section 280G(b)(l) of the Code (after applying clause (i), above),
<PAGE>
and (iii) the value of any non-cash benefits or any deferred payment or
benefit shall be determined by the Company's independent auditors in
accordance with the principles of sections 280G(d)(3) and (4) of the Code. 
For purposes of determining the amount of the Gross-Up Payment, the Executive
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is
to be made and state and local income taxes at the highest marginal rate of
taxation in the state and locality of the Executive's residence on the Date of
Termination, net of the maximum reduction in federal income taxes which could
be obtained from deduction of such state and local taxes.  In the event that
the Excise Tax is subsequently determined to be less than the amount taken
into account hereunder at the time of termination of the Executive's
employment, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Executive to
the extent that such repayment results in a reduction in Excise Tax and/or a
federal, state or local income tax deduction) plus interest on the amount of
such repayment at the rate provided in section 1274(b)(2)(B) of the Code.  In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder at the time of the termination of the Executive's employment
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall make an
additional Gross-Up Payment in respect of such excess (plus any interest,
penalties or additions payable by the Executive with respect to such excess)
at the time that the amount of such excess is finally determined.  The
Executive and the Company shall each reasonably cooperate with the other in
connection with any administrative or judicial proceedings concerning the
existence or amount of liability for Excise Tax with respect to the Severance
Payments.
<PAGE>
          36.3  The payments provided for in Section 6.1 (other than
Sections 6.1(D) and 6.1(E)) and 6.2 hereof shall be made not later than the
fifth day following the Date of Termination, provided, however, that if the
amounts of such payments cannot be finally determined on or before such day,
the Company shall pay to the Executive on such day an estimate, as determined
in good faith by the Company, of the minimum amount of such payments to which
the Executive is clearly entitled and shall pay the remainder of such payments
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later
than the thirtieth (30th) day after the Date of Termination.  In the event
that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the
Company to the Executive, payable on the fifth (5th) business day after demand
by the Company (together with interest at the rate provided in section
1274(b)(2)(B) of the Code).  At the time that payments are made under this
Section, the Company shall provide the Executive with a written statement
setting forth the manner in which such payments were calculated and the basis
for such calculations including, without limitation, any opinions or other
advice the Company has received from counsel, auditors or consultants (and any
such opinions or advice which are in writing shall be attached to the
statement).
          36.4  The Company also shall pay to the Executive all legal fees
and expenses incurred by the Executive in disputing in good faith any
termination of his employment hereunder or in seeking in good faith to obtain
or enforce any benefit or right provided by this Agreement or in connection
with any tax audit or proceeding to the extent attributable to the application
of section 4999 of the Code to any payment or benefit provided hereunder. 
Such payments shall be made within five (5) business days after delivery of
the Executive's written requests for payment accompanied with such evidence of
fees and expenses incurred as the Company reasonably may require.
<PAGE>
     37.  Termination Procedures and Compensation During Dispute.
          37.1  Notice of Termination.  After a Change in Control or a Major
Transaction and during the term of this Agreement, any purported termination
of the Executive's employment (other than by reason of death) shall be
communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 10 hereof.  For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.  Further, a Notice of Termination for Cause is required to include
a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board which was called and held for the purpose of considering such
termination (after reasonable notice to the Executive and an opportunity for
the Executive, together with the Executive's counsel, to be heard before the
Board) finding that, in the good faith opinion of the Board, the Executive was
guilty of conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail.
          37.2  Date of Termination.  "Date of Termination", with respect to
any purported termination of the Executive's employment after a Change in
Control or a Major Transaction and during the term of this Agreement, shall
mean (i) if the Executive's employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that the Executive
shall not have returned to the full-time performance of the Executive's duties
during such thirty (30) day period), and (ii) if the Executive's employment is
terminated for any other reason, the date specified in the Notice of
Termination (which, in the case of a termination by the Employer, shall not be
less than thirty (30) days (except in the case of a termination for Cause)
and, in the case of a termination by the Executive, shall not be less than
fifteen (15) days nor more than sixty (60) days, respectively, from the date
such Notice of Termination is given).
<PAGE>
          37.3  Dispute Concerning Termination.  If within fifteen (15) days
after any Notice of Termination is given, or, if later, prior to the Date of
Termination (as determined without regard to this Section 7.3), the party
receiving such Notice of Termination notifies the other party that a dispute
exists concerning the termination, the Date of Termination shall be the date
on which the dispute is finally resolved, either by mutual written agreement
of the parties or by a final judgment, order or decree of a court of competent
jurisdiction (which is not appealable or with respect to which the time for
appeal therefrom has expired and no appeal has been perfected); provided
further that the Date of Termination shall be extended by a notice of dispute
only if such notice is given in good faith and the party giving such notice
pursues the resolution of such dispute with reasonable diligence.
          37.4  Compensation During Dispute.  If a purported termination
occurs following a Change in Control or a Major Transaction and during the
term of this Agreement, and such termination is disputed in accordance with
Section 7.3 hereof, the Company shall pay the Executive the full compensation
in effect when the notice giving rise to the dispute was given (including, but
not limited to, salary) and continue the Executive as a participant in all
compensation, benefit and insurance plans in which the Executive was
participating when the notice giving rise to the dispute was given, until the
dispute is finally resolved in accordance with Section 7.3 hereof.  Amounts
paid under this Section 7.4 are in addition to all other amounts due under
this Agreement (other than those due under Section 5.2 hereof) and shall not
be offset against or reduce any other amounts due under this Agreement.
     38.  No Mitigation.  The Company agrees that, if the Executive's
employment with the NEES Companies  terminates during the term of this
Agreement, the Executive is not required to seek other employment or to
attempt in any way to reduce any amounts payable to the Executive by the
Company pursuant to this Agreement.  Further, the amount of any payment or
benefit provided for in this Agreement (other than in Section 6.1(D) hereof)
<PAGE>
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against
any amount claimed to be owed by the Executive to the System, or otherwise.
     39.  Successors; Binding Agreement.
          39.1  In addition to any obligations imposed by law upon any
successor to the Company, the Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation from the
Company in the same amount and on the same terms as the Executive would be
entitled to hereunder if the Executive were to terminate the Executive's
employment for Good Reason after a Change in Control or a Major Transaction,
except that, for purposes of implementing the foregoing, the date on which any
such succession becomes effective shall be deemed the Date of Termination.  
          39.2  This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If
the Executive shall die while any amount would still be payable to the
Executive hereunder (other than amounts which, by their terms, terminate upon
the death of the Executive) if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the executors, personal representatives or
administrators of the Executive's estate.
     40.  Notices.  For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
<PAGE>
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:
               To the Company:

               New England Power Service Company
               25 Research Drive
               Westborough, MA  01582-0099
               Attention:  Director of Human Resources

               To the Executive:

               John W. Rowe
               929 Salem End Road
               Framingham, MA  01701

     41.  Miscellaneous.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing and signed by the Executive and such officer as may be
specifically designated by the Board.  No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.  This Agreement supersedes any
other agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof.  The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws
of The Commonwealth of Massachusetts.  All references to sections of the
Exchange Act or the Code shall be deemed also to refer to any successor
provisions to such sections.  Any payments provided for hereunder shall be
paid net of any applicable withholding required under federal, state or local
law and any additional withholding to which the Executive has agreed.  The
obligations of the Company and the Executive under Sections 6 and 7 shall
survive the expiration of the term of this Agreement.
<PAGE>
     42.  Validity.  The invalidity or unenforceability or any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
     43.  Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
     44.  Settlement of Disputes; Arbitration.  All claims by the Executive
for benefits under this Agreement shall be directed to and determined by the
Board and shall be in writing.  Any denial by the Board of a claim for
benefits under this Agreement shall be delivered to the Executive in writing
and shall set forth the specific reasons for the denial and the specific
provisions of this Agreement relied upon.  The Board shall afford a reasonable
opportunity to the Executive for a review of the decision denying a claim and
shall further allow the Executive to appeal to the Board a decision of the
Board within sixty (60) days after notification by the Board that the
Executive's claim has been denied.  Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration in Boston, Massachusetts, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be entered on
the arbitrator's award in any court having jurisdiction; provided, however,
that the Executive shall be entitled to seek specific performance of the
Executive's right to be paid until the Date of Termination during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.
     45.  Definitions.  For purposes of this Agreement, the following terms
shall have the meanings indicated below:
          (A)  "Base Amount" shall have the meaning defined in section
280G(b)(3) of the Code.
          (B)  "Beneficial Owner" shall have the meaning defined in Rule
13d-3 under the Exchange Act.
          (C)  "Board" shall mean the Board of Directors of the Company.
<PAGE>
          (D)  "Cause" for termination by the Employer of the Executive's
employment, after any Change in Control or Major Transaction, shall mean (i)
the willful and continued failure by the Executive to substantially perform
the Executive's duties with the System (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination
for Good Reason by the Executive pursuant to Section 7.1) after a written
demand for substantial performance is delivered to the Executive by the Board,
which demand specifically identifies the manner in which the Board believes
that the Executive has not substantially performed the Executive's duties, or
(ii) the willful engaging by the Executive in conduct which is demonstrably
and materially injurious to the System, monetarily or otherwise.  For purposes
of clauses (i) and (ii) of this definition, no act, or failure to act, on the
Executive's part shall be deemed "willful" unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that the
Executive's act, or failure to act, was in the best interest of the System.
          (E)  A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:

               (I)  any Person is or becomes the Beneficial Owner, directly
          or indirectly, of securities of the Company (not including in the
          securities beneficially owned by such Person any securities
          acquired directly from the Company or its affiliates) representing
          20% or more of the combined voting power of the Company's then
          outstanding securities; or 
               (II)  during any period of not more than two consecutive
          years (not including any period prior to the execution of this
          Agreement), 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 the
          Company to effect a transaction described in clause (I) of this
<PAGE>
          paragraph) whose election by the Board or nomination for election
          by the Company's shareholders was approved or recommended by a
          vote of at least two-thirds (2/3) 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 thereof.
          (F)  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
          (G)  "Company" shall mean New England Electric System and any
successor to its business and/or assets which assumes and agrees to perform
this Agreement by operation of law, or otherwise (except in determining, under
Section 15(E) hereof, whether or not any Change in Control or Major
Transaction has occurred in connection with such succession).
          (H)  "Date of Termination" shall have the meaning stated in
Section 7.2 hereof.
          (I)  "Disability" shall be deemed the reason for the termination
by the Employer of the Executive's employment, if, as a result of the
Executive's incapacity due to physical or mental illness, the Executive shall
have been absent from the full-time performance of the Executive's duties with
the System for a period of six (6) consecutive months, the Company shall have
given the Executive a Notice of Termination for Disability, and, within thirty
(30) days after such Notice of Termination is given, the Executive shall not
have returned to the full-time performance of the Executive's duties.
          (J)  "Disability Insurance Plan" shall mean the Company Disability
Insurance Plan or any successor thereto.
          (K)  "Employer" shall mean the NEES Company by which the Executive
is employed at the time of determination.
          (L)  "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
<PAGE>
          (M)  "Excise Tax" shall mean any excise tax imposed under section
4999 of the Code.
          (N)  "Executive" shall mean the individual named in the first
paragraph of this Agreement.
          (O)  "Good Reason" for termination by the Executive of the
Executive's employment shall mean the occurrence (without the Executive's
express written consent) of any one of the following acts by the System, or
failures by the System to act, unless, in the case of any act or failure to
act described in paragraph (I), (V), (VI), (VII), or (VIII) below, such act or
failure to act is corrected prior to the Date of Termination specified in the
Notice of Termination given in respect thereof:
               (I)  the assignment to the Executive of duties substantially
          inconsistent with the Executive's status as an executive officer
          of the System;
               (II)  a reduction in the Executive's annual base salary as
          in effect on the date hereof or as the same may be increased from
          time to time;
               (III)  requiring the Executive to be based at a location
          more than 100 miles from the town of Westborough, Massachusetts,
          except for required travel on the System's business to an extent
          substantially consistent with the Executive's present business
          travel obligations;
               (IV)  the failure by the Employer, to pay to the Executive
          any portion of the Executive's compensation within seven (7) days
          of the date such compensation is due;
               (V)  the failure by the System to continue in effect any
          compensation plan in which the Executive participates immediately
          prior to the Change in Control or the Major Transaction which is
          material to the Executive's total compensation, including but not
          limited to the New England Electric Companies' Incentive
          Compensation Plan I, New England Electric Companies' Incentive
<PAGE>
          Compensation Plan II, New England Electric Companies' Senior
          Incentive Compensation Plan, New England Electric Companies'
          Incentive Share Plan, New England Electric Systems Companies'
          Deferred Compensation Plan and the New England Electric Companies'
          Executive Supplemental Retirement Plan or any substitute plans
          adopted prior to the Change in Control or Major Transaction,
          unless an equitable arrangement (embodied in an ongoing substitute
          or alternative plan) has been made with respect to such plan, or
          the failure by the System to continue the Executive's
          participation therein (or in such substitute or alternative plan
          on a basis not substantially less favorable, both in terms of the
          amount of benefits provided and the level of the Executive's
          participation relative to other participants, as existed at the
          time of the Change in Control or Major Transaction;
               (VI)  the failure by the System to continue to provide the
          Executive with benefits substantially similar to those enjoyed by
          the Executive under any of the System's pension, life insurance,
          medical, health and accident, or disability plans in which the
          Executive was participating at the time of the Change in Control
          or the Major Transaction, the taking of any action by the System
          which would directly or indirectly materially reduce any of such
          benefits or deprive the Executive of any material fringe benefit
          enjoyed by the Executive at the time of the Change in Control or
          Major Transaction, or the failure by the Employer to provide the
          Executive with the number of paid vacation days to which the
          Executive is entitled on the basis of years of service with the
          NEES Companies in accordance with the Employer's normal vacation
          policy in effect at the time of the Change in Control or Major
          Transaction; or
<PAGE>
               (VII)  any purported termination of the Executive's
          employment which is not effected pursuant to a Notice of
          Termination satisfying the requirements of Section 7.1; for
          purposes of this Agreement, no such purported termination shall be
          effective. 
          The Executive's right to terminate the Executive's employment for
Good Reason shall not be affected by the Executive's incapacity due to 
physical or mental illness.  The Executive's continued employment shall not
constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.
          (P)  "Gross-Up Payment" shall have the meaning given in Section
6.2 hereof.
          (Q)  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:
               (I)  the shareholders of the Company approve a merger or
          consolidation of the Company 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 (2/3) of the
          board of directors of the Company or the surviving or succeeding
          entity immediately after such merger or consolidation, or (ii) a
          merger or consolidation effected to implement a recapitalization
          of the Company (or similar transaction) in which no Person
          acquires more than 20% of the combined voting power of the
          Company's then outstanding securities; or
               (II)  the shareholders of the Company approve a plan of
          complete liquidation of the Company; or 
               (III)  the shareholders of the Company approve an agreement
          for the sale or disposition by the Company of all or substantially
          all the Company's assets, other than a sale or disposition which
          would result in the individuals who prior to such sale or
<PAGE>
          disposition constitute the Board constituting at least two-thirds
          (2/3) of the board of directors of the Person purchasing such
          assets immediately after such sale or disposition.
          (R)  "NEES Companies" shall mean all NEES Companies, collectively.
          (S)  "NEES Company" shall mean a subsidiary of the Company.
          (T)  "Notice of Termination" shall have the meaning stated in
Section 7.1 hereof.
          (U)  "Pension Plan" shall mean each of the plans and agreements
listed in Attachment A.
          (V)  "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) the Company or any NEES Company, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of the Company or any NEES Company, (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 the Company in
substantially the same proportions as their ownership of shares of the
Company.
          (W)  "Potential Change in Control" shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:
               (I)  the Company enters into an agreement, the consummation
          of which would result in the occurrence of a Change in Control; 
               (II)  the Company or any Person publicly announces an
          intention to take or to consider taking actions which, if
          consummated, would constitute a Change in Control; 
               (III)  any Person who is or becomes the Beneficial Owner,
          directly or indirectly, of securities of the Company representing
          10% or more of the combined voting power of the Company's then
          outstanding securities, increases such Person's beneficial 

<PAGE>
          ownership of such securities by 5% or more over the percentage so
          owned by such Person on the date hereof unless such Person has
          reported or is required to report such ownership (but less than
          25%) on Schedule 13G under the Exchange Act (or any comparable or
          successor report) or on Schedule 13D under the Exchange Act (or
          any comparable or successor report) which Schedule 13D does not
          state any intention to or reserve the right to control or
          influence the management or policies of the Company or engage in
          any of the actions specified in Item 4 of such Schedule (other
          than the disposition of the common shares) and, within 10 business
          days of being requested by the Company to advise it regarding the
          same, certifies to the Company that such Person acquired such
          securities of the Company in excess of 14.9% inadvertently and
          who, together with its affiliates, thereafter does not acquire
          additional securities while the Beneficial Owner of 15% or more of
          the securities then outstanding; provided, however, that if the
          Person requested to so certify fails to do so within 10 business
          days, then such occurrence shall become a Potential Change in
          Control immediately after such 10 business day period; or
               (IV)  the Board adopts a resolution to the effect that, for
          purposes of this Agreement, a Potential Change in Control has
          occurred.
          (X)  "Potential Major Transaction" shall be deemed to have
occurred if the conditions set forth in any one of the following paragraphs
shall have been satisfied:
               (I)  the Company enters into an agreement, the consummation
          of which would result in the occurrence of a Major Transaction; 
               (II)  the Company or any Person publicly announces an
          intention to take or to consider taking actions which, if
          consummated, would constitute a Major Transaction; or
<PAGE>
               (III)  the Board adopts a resolution to the effect that, for
          purposes of this Agreement, a Potential Major Transaction has
          occurred.
          (Y)  "Retirement" shall be deemed the reason for the termination
by the Employer or the Executive of the Executive's employment if such
employment is terminated in accordance with the Employer's written mandatory
retirement policy, if any, as in effect immediately prior to the Change in
Control or Major Transaction, or in accordance with any retirement arrangement
established with the Executive's written consent with respect to the
Executive.
          (Z)  "Severance Payments" shall mean those payments described in
Section 6.1 hereof.
          (AA)  "System" shall mean the Company and the NEES Companies,
collectively.
          (BB)  "Total Payments" shall mean those payments described in
Section 6.2 hereof.

                              New England Electric System
                              
                              
                                   s/George M.Sage
                              By
                                  Chairman of the Compensation 
                                  Committee
                              
                              
                                   s/John W. Rowe
                                
                                   John W. Rowe
                              
                              

<PAGE>

                         ATTACHMENT A
                         ------------




New England Electric System Companies' Final Average Pay Pension Plan I

New England Electric Companies' Executive Supplemental Retirement Plan

Letter dated December 5, 1988, from Joan T. Bok