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                                           Exhibit 10(p)
  
  
  
  
  
  
  
  
  
  
  
                NEW ENGLAND ELECTRIC COMPANIES'
  
           EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN II
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                            Effective Date: October 25, 1995
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                       TABLE OF CONTENTS
                       -----------------
  
  
                                                          Page
                                                          ----
  
  
  Plan Purposes and Objectives . . . . . . . . . . . . . . . .1
  
  Definitions. . . . . . . . . . . . . . . . . . . . . . . . .1
     1.     Actuarial Value. . . . . . . . . . . . . . . . . .1
     2.     Beneficial Owner . . . . . . . . . . . . . . . . .1
     3.     Benefits Committee . . . . . . . . . . . . . . . .1
     4.     Board. . . . . . . . . . . . . . . . . . . . . . .2
     5.     Change in Control. . . . . . . . . . . . . . . . .2
     6.     Code . . . . . . . . . . . . . . . . . . . . . . .3
     7.     Committee. . . . . . . . . . . . . . . . . . . . .3
     8.     Company. . . . . . . . . . . . . . . . . . . . . .3
     9.     Early Retirement Date. . . . . . . . . . . . . . .3
     10.    Final Average Total Compensation . . . . . . . . .3
     11.    Incentive Compensation . . . . . . . . . . . . . .3
     12.    Incentive Plans. . . . . . . . . . . . . . . . . .4
     13.    Incentive Share Awards . . . . . . . . . . . . . .4
     14.    Major Transaction. . . . . . . . . . . . . . . . .4
     15.    Management Committee . . . . . . . . . . . . . . .5
     16.    New England Electric System. . . . . . . . . . . .5
     17.    Participant. . . . . . . . . . . . . . . . . . . .6
     18.    Person . . . . . . . . . . . . . . . . . . . . . .6
     19.    Qualified Compensation . . . . . . . . . . . . . .6
     20.    Qualified Plan . . . . . . . . . . . . . . . . . .7
     21.    Qualified Plan Benefit . . . . . . . . . . . . . .7
     22.    Retirement . . . . . . . . . . . . . . . . . . . .7
     23.    Retirement Income. . . . . . . . . . . . . . . . .7
     24.    Spouse . . . . . . . . . . . . . . . . . . . . . .7
     25.    Termination of Employment. . . . . . . . . . . . .7
     26.    Total Compensation . . . . . . . . . . . . . . . .7
     27.    Years of Service . . . . . . . . . . . . . . . . .8
  
  Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . .8
     1.     Retirement Benefit . . . . . . . . . . . . . . . .8
     2.     Form of Payment. . . . . . . . . . . . . . . . . .9
     3.     Spouse's Death Benefit . . . . . . . . . . . . . 10
  
  Timing of Payments . . . . . . . . . . . . . . . . . . . . 11
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  Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . 11
  
  Vesting and Forfeiture of Benefits . . . . . . . . . . . . 12
  
  Administration and Claims. . . . . . . . . . . . . . . . . 13
  
  Government Regulations . . . . . . . . . . . . . . . . . . 13
  
  Nonassignment. . . . . . . . . . . . . . . . . . . . . . . 13
  
  Provisions of Benefits . . . . . . . . . . . . . . . . . . 14
  
  Amendment or Discontinuance. . . . . . . . . . . . . . . . 14
  
  Effective Date . . . . . . . . . . . . . . . . . . . . . . 14
  
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                NEW ENGLAND ELECTRIC COMPANIES'
           Executive Supplemental Retirement Plan II
           ----------------------------------------- 
  
  Plan Purposes and Objectives
  ----------------------------
   The Supplemental Plan II is established by the Companies
  primarily for the purpose of providing deferred compensation
  for a select group of management or highly compensated
  employees within the meaning of Title I of the Employee
  Retirement Income Security Act.
   The objectives of the Executive Supplemental Retirement
  Plan II (the Supplemental Plan II) are as follows:
   1.   to increase the overall effectiveness of the
          executive compensation program so as to attract,
          retain, and motivate qualified management personnel;
          and
   2.   to provide retirement benefits related to Total
          Compensation.
   
  Definitions
  -----------
   When used in the Supplemental Plan II, the following words
  will have the meanings indicated below:
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   1.   Actuarial Value will be established using the most
          recent assumptions established by the Benefits
          Committee for the Qualified Plan.
   2.   Beneficial Owner shall have the meaning defined in
          Rule 13d-3 under the Securities Exchange Act of
          1934.
   3.   Benefits Committee means the Benefits Committee
          established in accordance with the New England
          Electric System Companies Final Average Pay Pension
          Plan I.
   4.   Board means the Board of Directors of New England
          Electric System.
   5.   Change in Control occurs when the conditions set
          forth in either of the following paragraphs shall
          have been satisfied:
        (a)  any Person is or becomes the Beneficial Owner,
               directly or indirectly, of securities of New
               England Electric System (not including in the
               securities beneficially owned by such Person
               any securities acquired directly from New
               England Electric System or its affiliates)
               representing 20% or more of the combined voting
               power of New England Electric System's then
               outstanding securities; or
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        (b)  during any period of not more than two
               consecutive years after January 1, 1995,
               individuals who at the beginning of such period
               constitute the Board and any new director
               (other than a director designated by a Person
               who has entered into an agreement with New
               England Electric System to effect a transaction
               described in clause (a) of this paragraph)
               whose election by the Board or nomination for
               election by New England Electric System's
               shareholders was approved or recommended by a
               vote of at least two-thirds of the directors
               then still in office who either were directors
               at the beginning of the period or whose
               election or nomination for election was
               previously so approved or recommended, cease
               for any reason to constitute a majority of the
               Board.
   6.   Code means the Internal Revenue Code of 1986, as
          amended from time to time.
   7.   Committee means the Compensation Committee of the
          Board of Directors of New England Electric System.
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   8.   Company means the subsidiary of New England Electric
          System by which the Participant is employed on the
          date on which he or she has a Termination of
          Employment.
   9.   Early Retirement Date shall have the meaning
          provided in the Qualified Plan.
   10.  Final Average Total Compensation means the highest
          average of the Participant's twelve-month Total
          Compensation during any consecutive sixty-month
          period of employment (or during total employment if
          less than sixty months) within the last 120 months
          of employment ending with the last day of the month
          next preceding a given date of determination.
   11.  Incentive Compensation shall have the meaning
          provided in the Incentive Plans.
   12.  Incentive Plans mean the New England Electric
          Companies' Incentive Compensation Plan I, the New
          England Electric Companies' Incentive Compensation
          Plan II, and the New England Electric Companies'
          Incentive Compensation Plan III.
   13.  Incentive Share Awards shall mean annual incentive
          share awards under the New England Electric
          Companies' Incentive Share Plan.
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   14.  A Major Transaction shall be deemed to have occurred
          if the conditions set forth in any one of the
          following paragraphs shall have been satisfied:
        (a)  the shareholders of New England Electric System
               approve a merger or consolidation with any
               corporation or business trust, other than (i) a
               merger or consolidation which would result in
               the individuals who prior to such merger or
               consolidation constitute the Board constituting
               at least two-thirds of the board of directors
               of New England Electric System or the surviving
               or succeeding entity immediately after such
               merger or consolidation, or (ii) a merger or
               consolidation effected to implement a
               recapitalization (or similar transaction) 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
    <PAGE>
             sale or disposition which would result in the
               individuals who prior to such sale or
               disposition constitute the Board constituting
               at least two-thirds of the board of directors
               of the Person purchasing such assets
               immediately after such sale or disposition.
   15.  Management Committee means the Management Committee
          established in accordance with the New England
          Electric System Companies' Incentive Compensation
          Plan I.
   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.
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   17.  Participant means a Category C Participant in the
          New England Electric Companies' Incentive
          Compensation Plan I who is not a participant in the
          New England Electric Companies' Executive
          Supplemental Retirement Plan.
   18.  Person shall have the meaning given in Section
          3(a)(9) of the Securities Exchange Act of 1934, as
          modified and used in Sections 13(d) and 14(d)
          thereof; however, a Person shall not include (i) New
          England Electric System or any subsidiary thereof,
          (ii) a trustee or other fiduciary holding securities
          under an employee benefit plan of New England
          Electric System or any subsidiary thereof, (iii) an
          underwriter temporarily holding securities pursuant
          to an offering of such securities, or (iv) a
          corporation owned, directly or indirectly, by the
          shareholders of New England Electric System in
          substantially the same proportions as their
          ownership of shares of New England Electric System.
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   19.  Qualified Compensation means compensation as defined
          in the Qualified Plan without regard to any
          reduction required by section 4.01(a)(17) of the
          Code.
   20.  Qualified Plan means New England Electric System
          Companies' Final Average Pay Pension Plan I.
   21.  Qualified Plan Benefit means the annual benefit
          payable at Retirement on a straight life annuity
          basis under the terms of the Qualified Plan without
          regard to any qualified domestic relations order
          that would otherwise affect the amount of said
          benefit.
   22.  Retirement means the date on which retirement
          benefits under the Qualified Plan commence.
   23.  Retirement Income means the monthly benefit for
          which a Participant is eligible under the
          Supplemental Plan II.
   24.  Spouse shall have the meaning provided in the
          Qualified Plan.
   25.  Termination of Employment shall occur when the
          Participant is no longer employed by a company
          participating in the Supplemental Plan II.
   26.  Total Compensation means Qualified Compensation,
          except that Incentive Compensation and Incentive
          Share Awards shall be included in the same
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        twelve-month period for which they are awarded, plus
          any compensation or share awards deferred during the
          same twelve-month period under the terms of the New
          England Electric System Companies Revised Deferred
          Compensation Plan (or its predecessors) during the
          same twelve-month period to the extent not included
          in Qualified Compensation.
   27.  Years of Service shall have the meaning provided in
          the Qualified Plan.
  
  Plan Benefits
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  1.    Retirement Benefit
        ------------------
   A Participant shall be entitled to receive from the
  Company an annual retirement benefit equal to (a) plus (b) plus
  (c) plus (d) plus (e) less (f) less (g) below:
   (a)  1.5% of Final Average Total Compensation for each
          Year of Service up to 10 years;
   (b)  1.3% of Final Average Total Compensation for each
          Year of Service from 11 to 20 years;
   (c)  1.25% of Final Average Total Compensation for each
          Year of Service from 21 to 30 years;
   (d)  .6% of Final Average Total Compensation for each
          Year of Service over 30 years;
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   (e)  .57% of Final Average Total Compensation in excess
          of the Average Social Security Wage Base for each
          Year of Service, up to 35 years;
   (f)  any benefit payable on a straight life annuity basis
          which was accrued, under a plan maintained by an
          employer other than a New England Electric System
          company, for service granted pursuant to the
          additional service credits provision of the
          Qualified Plan; and
   (g)  the Qualified Plan Benefit.
  All of the above amounts are to be determined as at the
  Participant's Termination of Employment.
  
  2.    Form of Payment
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   Retirement Income shall be payable in the normal form as
  follows:
   (a)  If a Participant has a Spouse, the normal form of
          payment shall be a contingent annuitant option with
          the Spouse, as contingent annuitant, entitled to
          receive 50% of the Participant's reduced amount of
          Retirement Income.
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   (b)  If a Participant does not have a Spouse, the normal
          form of payment shall be a straight life annuity
          with no amount of Retirement Income payable after
          the Former Participant's death.
   If a Participant elects an optional form of payment under
  the Qualified Plan, the same option and actuarial equivalent
  factors shall apply to Retirement Income payable under the
  Supplemental Plan II; provided, however, to the extent the form
  of benefit was dictated by the terms of a qualified domestic
  relations order, the form may be that which would have applied
  (or any form that could have been elected) in the absence of
  said order.  In calculating the benefit payable under any
  option, the same actuarial equivalent factors in the Qualified
  Plan shall be used in the Supplemental Plan II. 
  
  3.    Spouse's Death Benefit
   ----------------------
   The Spouse of a Participant vested under the Qualified
  Plan who has not had a Termination of Employment is entitled to
  a pre-retirement spouse benefit, if the Participant dies before
  payment of benefits commence.
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   The Spouse will be entitled to receive an annual benefit
  determined as follows:
   (a)  as if the Participant had retired and elected
          Retirement Income payments to begin on the first day
          of the month next following the later of the date of
          death or Participant's fifty-fifth birthday, and
   (b)  the Retirement Income was payable in the form of a
          contingent annuitant option with the Spouse, as
          contingent annuitant, entitled to receive 50% (100%
          if the Participant died after his or her 55th
          birthday and while an active employee) of the
          Participant's amount of Retirement Income subject to
          reduction for benefits payable hereunder under a
          domestic relations order.
  
  Timing of Payments
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   A Participant shall be eligible for benefits under the
  Supplemental Plan II when and if he or she is eligible for
  benefits under the Qualified Plan, except as provided herein. 
  Benefits shall commence on the date on which the Participant or
  the Spouse first receives benefits under the Qualified Plan.
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Lump Sum Payments
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   Any provision of the Supplemental Plan II to the contrary
  notwithstanding, if (i) any company shall fail to make any
  payment to any Participant when due under the Supplemental Plan
  II or (ii) the employer or company shall fail to make any
  payment to any participant due under either of the New England
  Electric Companies' Incentive Compensation Plan I or the New
  England Electric Companies Deferred Compensation Plan, the full
  amount of the current Actuarial Value of a Participant's
  benefits under the Supplemental Plan II shall be payable
  immediately as a lump-sum; provided, however, if any employer
  or company shall, in good faith, contest a claim by a
  participant under this Supplemental Plan II or any of the other
  above-listed plans, the failure to make the contested payment
  or payments shall not, for the purpose of this paragraph, be a
  failure to make a payment.
   At any time following a Change in Control or Major
  Transaction, any Participant who has had a Termination of
  Employment, whether before or after the Change in Control or
  Major Transaction, may elect to receive, in lieu of any future
  benefits hereunder, a lump sum payment equal to the Actuarial
  Value of the maximum value of said future benefits, less 10%.
    <PAGE>
   If the Company does not make the aforesaid lump sum
  payments, the New England Electric System will make the payment
  for the account of the Company.
  
  Vesting and Forfeiture of Benefits
  ----------------------------------
   Except as provided in the following paragraph, a
  Participant's accrued benefit shall be 100% vested after five
  Years of Service.
   A Participant will forfeit his benefits under the
  Supplemental Plan II if before the earlier of age 65 or five
  years following Termination of Employment he, without the prior
  consent of the New England Electric System's Chief Executive
  Officer (the "CEO"), enters into or in any manner takes part
  in, as an employee, agent, officer, owner, or otherwise, any
  business or authority which in the opinion of the CEO is in
  competition with, in the same field as, or regulating the
  business of New England Electric System or any of its
  subsidiaries, or which in the opinion of the CEO provides
  services peculiarly essential to utility operation.  Violation
  of this provision will result in termination of payments, and
  any obligations to make future payments to the Participant and
  the Participant's Spouse.
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   A Participant may request to have the Committee review any
  decision made by the CEO under this provision that adversely
  affects the Participant.  The Committee's decision shall be
  final.
   Upon the occurrence of a Change in Control or a Major
  Transaction, the second paragraph of this section shall no
  longer have any effect.
  
  Administration and Claims
  -------------------------
   The Benefits Committee shall have for the Supplemental
  Plan II the same duties as for the Qualified Plan, except as
  specifically provided herein.  The Benefits Appeal Committee
  for the Qualified Plan shall have for the Supplemental Plan II
  the same duties relative to denied claims as for the Qualified
  Plan, except as may be specifically provided herein.
  
  Government Regulations
  ----------------------
   It is intended that the Supplemental Plan II will comply
  with all applicable laws and governmental regulations, and the
  Company shall not be obligated to perform an obligation
  hereunder in any case where, in the opinion of the Company's
  counsel, such performance would result in violation of any law
  or regulation.
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Nonassignment
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   To the fullest extent permitted by law, no benefit under
  the Plan, nor any other interest hereunder of any Participant,
  Spouse, or contingent annuitant, shall be assignable, transfer
  able, or subject to sale, mortgage, pledge, hypothecation,
  commutation, anticipation, garnishment, attachment, execution,
  or levy of any kind.
  
  Provisions of Benefits
  ----------------------
   The Supplemental Plan II will be unfunded.  Benefits will
  be paid from the operating revenues of the Company.  A
  Participant's rights to benefits under the Supplemental Plan II
  shall be those of an unsecured, general creditor of the
  Company.
  
  Amendment or Discontinuance
  ---------------------------
   The Management Committee may amend or discontinue the
  Supplemental Plan II at any time; provided, no modification
  shall reduce a benefit which a Participant was eligible to
  receive under the Supplemental Plan II at the time of such
  amendment or discontinuance; and provided further, no amendment
  or discontinuance in any manner adverse to a Participant with
  respect to benefit formula or optional form of payment may be
  made for three years following a Change in Control or a Major
  Transaction.
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  Effective Date
  --------------
   The Plan, as amended, is to be effective for retirements
  on and after October 25, 1995.
  
                       s/George M. Sage
                       ________________________________
                       Chairman of the Compensation Committee
                         pursuant to vote of the Committee
                         dated October 24, 1995