<PAGE>
                 MUTUAL ASSISTANCE AGREEMENT
                 ---------------------------
                                
  
  
   WHEREAS, the Massachusetts Electric Company, Nantucket
  Electric Company, The Narragansett Electric Company, Granite
  State Electric Company, New England Power Company, New England
  Electric Transmission, New England Hydro-Transmission
  Corporation and New England Hydro-Transmission Electric
  Company, Inc. (individually, a Company and together, the
  Companies) are each an operating electric utility and an
  affiliated company within the New England Electric System,
  Massachusetts,
  
   WHEREAS, each of the Companies from time to time have
  required and may continue to require limited incidental
  assistance and services to ensure that their electric utility
  operations and equipment are maintained and perform in
  accordance with good utility practice,
  
   WHEREAS, each of the Companies may find it from time to
  time economic and efficient to obtain from one another such
  needed services and assistance, and to provide the same to one
  another at cost,
  
   NOW, THEREFORE, the Companies enter into this Mutual
  Assistance Agreement.
  
  
                          COVENANTS
  
  
   1.   Each Company will, to the extent possible, respond to
  requests from any other Company for specific or general
  incidental assistance and services.  Such requests may be
  modified or canceled by the requesting Company and may be
  refused by the responding Company.
  
   2.   Requests for incidental assistance and services shall
  generally be for the types of services set forth in Exhibit A,
  attached hereto and incorporated by reference.
  
   3.   All incidental assistance and services rendered under
  this Mutual Assistance Agreement will be at actual cost
  thereof.  Direct charges will be made for assistance and
  services.
    <PAGE>
   4.   Bills for incidental assistance and services will be
  rendered as soon as practicable after the close of each month. 
  Bills shall be paid as promptly as practicable following
  receipt.
  
   5.   This Mutual Assistance Agreement is subject to
  modification or termination at any time to the extent that its
  performance may conflict with any federal or state law or any
  rule, regulation or order of a federal or state regulatory body
  having jurisdiction thereover.  This Agreement is furthermore
  subject to approval of any federal or state regulatory body
  whose approval is a legal prerequisite to its execution and
  performance.
  
   6.   This Agreement shall be in effect for calendar year
  1997.
  
   7.   Any number of counterparts of this Mutual Assistance
  Agreement may be executed, and each shall have the same force
  and effect as an original instrument, as if all parties to all
  counterparts had signed the same instrument.
  
  
                             MASSACHUSETTS ELECTRIC COMPANY
  
  
                             By                             
     
  
                             Title                         
     
  
  
  
                             NANTUCKET ELECTRIC COMPANY
  
  
                             By                             
     
  
                             Title                         
     
  
  
  
                             THE NARRAGANSETT ELECTRIC
                               COMPANY
  
  
                             By                             
     
  
                             Title                         
     
    <PAGE>
                             GRANITE STATE ELECTRIC COMPANY
  
  
                             By                             
     
  
                             Title                         
     
  
  
                             NEW ENGLAND POWER COMPANY
  
  
                             By                             
     
  
                             Title                         
     
  
  
                             NEW ENGLAND ELECTRIC
                               TRANSMISSION
  
  
                             By                             
     
  
                             Title                         
     
  
  
                             NEW ENGLAND HYDRO-TRANSMISSION
                               CORPORATION
  
  
                             By                             
     
  
                             Title                         
     
  
  
                             NEW ENGLAND HYDRO-TRANSMISSION
                               ELECTRIC COMPANY
  
  
                             By                             
     
  
                             Title                         
     
  
    <PAGE>
                         Exhibit A
                          ---------
                               
      Description of Assistance and Services Available
       ------------------------------------------------
                                
  
  
  Construction and Maintenance
  
   Manpower and equipment for construction, extension,
  improvement, maintenance or repair of electric properties.
  
  
  Emergencies
  
   Assistance in emergency maintenance and restoration of
  utility service and in mobilization of personnel and equipment.
  
  
  Engineering
  
   Engineering services; technical advice, design,
  installation, supervision, planning, research, testing,
  operation of communications, and operation and maintenance of
  specialized technical equipment.
  
  
  Stores
  
   Services re storing of materials, supplies and equipment.
  
  
  Miscellaneous
  
   Consulting and monitoring services; land and/or real
  facilities rentals related to transmission or wholesale power
  sales; reimbursement of convenience expenses.
    <PAGE>
                         Exhibit B
                          ---------
                               
              Determination of Cost of Service
               --------------------------------
                                
  
  
   Cost of service will be determined in accordance with the
  rules, regulations and orders of the Securities Exchange
  Commission, and will include all costs of doing business
  incurred by the providing Company.
  
   Records will be maintained for each unit of the providing
  Company in order to accumulate all costs of doing business and
  to determine the cost of service.  These costs will include
  wages and salaries of employees and related expenses such as
  insurance, taxes, pensions and other employee welfare expenses,
  and general administrative costs.
  
   Charges for services rendered and related expenses and
  non-
  personnel expenses (e.g., use of automotive equipment, etc.)
  will be billed directly to the requesting Company.
  
   Charges for services will be determined from the time
  sheets of employees and will be computed on the basis of each
  employee's hourly rate plus a percentage factor to cover
  related expenses and general administrative expenses.  Records
  of such related expenses and general administrative expenses
  will be maintained and subjected to periodic review.
  
   Out-of-pocket expenses which are incurred for the
  requesting Company will be billed at cost.  Charges for non-personnel expenses, such as for use of automobiles, trucks and
  heavy equipment, will normally be computed on the basis of
  costs per hour or per mile.