<PAGE>
                        COMMONWEALTH OF MASSACHUSETTS

                        DEPARTMENT OF PUBLIC UTILITIES





                                    )
Electric Utility Industry           )           D.P.U. Docket Nos.
Restructuring                       )           96-100 and 96-23
                                    )










                              BOSTON EDISON COMPANY





                       RESTRUCTURING SETTLEMENT AGREEMENT









DATED:  JULY 1997

<PAGE>
                                  BOSTON EDISON
                                Executive Offices
                               800 Boylston Street
                           Boston, Massachusetts  02199


Douglas S. Horan                                              (617) 424-2635
Senior Vice President and General Counsel                 Fax (617) 424-2733

                                             July 8, 1997



Ms. Mary L. Cottrell
Secretary
Department of Public Utilities
100 Cambridge Street - 12th flr
Boston, Massachusetts  02202

             Re:   Boston Edison Company
                   DPU 96-100 and DPU 96-23

Dear Secretary Cottrell:

     I am pleased to forward to you for filing with the Department a
Restructuring Settlement Agreement entered into between Boston Edison Company,
Massachusetts Attorney General Scott Harshbarger, the Massachusetts Division
of Energy Resources, and Alternate Power Source, American National Power,
Citizens Power, Competitive Power Coalition, Conservation Law Foundation,
Consumer Advisory Panel, Greater Boston Chamber of Commerce, Intercontinental
Energy Corp., Massachusetts High Technology Council, Northeast Energy and
Commerce Association, Northeast Energy Efficiency Council, Polaroid
Corporation, Retailers Association of Massachusetts, The Energy Consortium,
U.S. Generating Company.  Also enclosed for filing is a Joint Motion of the
Parties to the Settlement requesting that the Department approve this
Settlement by September 15, 1997.  I have provided a brief description of the
key elements of the Settlement below.  We assume the Department will hold
public hearings on this Settlement.  At that time we will make available
various individuals to address the provisions of this Settlement in more
detail.

General Overview

     The Settlement is designed to provide a resolution of issues presented in
the industry restructuring Docket Nos. D.P.U. 96-100 and D.P.U. 96-23.  Once
approved by the Department, this Settlement will require a restructuring of
Boston Edison in furtherance of the competitive market structure objectives of
the Department and will implement, Consumers First, the restructuring plan of
the Attorney General as applied to Boston Edison.  The Settlement includes a
commitment by Boston Edison to voluntarily

<PAGE>
Ms. Mary L. Cottrell
July 8, 1997
Page 2


divest its generation business, except for Pilgrim Station, through a sale or
spin-off of 100 percent of that business.  It also requires the Company to use
its best efforts to dispose of its above-market purchase power contracts.  In
consideration for these and other commitments the Settlement assures Boston
Edison's recovery of 100% of its stranded costs.

     This Settlement also resolves certain ratemaking issues before the
Department for Boston Edison and assures that Boston Edison's rates to retail
customers comply fully with the requirements of the Attorney General's
principles.  In particular, each customer will receive a 10 percent decrease
in rates.  Boston Edison also maintains its strong commitment to Demand Side
Management and renewables by fixing budgets totaling nearly $210 million over
the next four years.  Finally, this Settlement resolves certain other issues
necessary to implement retail choice for Boston Edison's customers on the
Retail Access Date, which is defined as the later of January 1, 1998 or the
date when retail access is made available to all customers of the investor-
owned utilities in Massachusetts.

Generation Assets and Purchased Power Contracts

     The Settlement sets out a comprehensive approach for the valuation and
divestiture of the Company's generation assets, including its purchased power
contracts.

     In regards to its fossil generating facilities the Settlement requires
that the Company divest those assets.  Within ten days of filing this
Settlement Agreement with the Department, the Company will file with the
Department, for informational purposes only, a detailed plan for the sale of
it non-nuclear generation assets.  The plan calls for the Company to hold an
auction of its various facilities, with the Department reviewing and approving
the final sales agreement when they are executed.  It is the Company's goal to
close on these sales before the end of 1997.

     There is no requirement that the Company divest Pilgrim, its only nuclear
asset.  However, the Company has agreed to submit a plan to the Department by
January 1, 1999, establishing a process by which a market valuation of Pilgrim
will be completed by the end of 2002.  During the first three years of
operation following the Retail Access Date, Boston Edison will assume 75% of
the risk of Pilgrim's operation.  Following that period the Company will
assume 100% of that risk.  In addition, various performance standards will be
imposed on Pilgrim's operation.

<PAGE>
Ms. Mary L. Cottrell
July 8, 1997
Page 3


     In regards to power purchase contracts, the Company has agreed to
endeavor to try to terminate or to reduce its obligations under these
contracts.  To this end it will file a plan with the Department by July 1,
1998, setting forth its strategies for achieving this objective.

RETAIL RATES

     Boston Edison will freeze its base rates until the Retail Access Date,
provided that date occurs prior to January 1, 2001.  Prior to the Retail
Access Date, Boston Edison will unbundle its retail rates in accordance with
its filing and the Department's order in Docket No. DPU 97-40.  The fuel
charge will remain in effect on a fully reconciling basis and the Company's
New Performance Adjustment Charge and Generating Unit Performance Program
requirements also will remain in effect.

     Following the Retail Access Date, the Company's rates will consist of a
distribution charge, a transmission charge, an access charge and a standard
offer service charge.

     The distribution charge will remain in effect until at least January 1,
2001.  It will contain provisions for performance based penalties based on
customer satisfaction and distribution system reliability.  The Company has
created a storm fund of $8 million, which will be funded initially from the
proceeds of the sale of certain clean air credits.  There also is a rate of
return collar.  The Company is able to increase its ROE should it fall below
6% and will share with customers any amount in excess of 11%.  The low income
discount of 40% will remain in effect and the Company will protect against
redlining by paying suppliers of low income customers directly for power
delivered up to the standard offer prices.

     The transmission charge will be designed to collect all of the Company's
FERC approved transmission costs.  It will be collected on a fully reconciling
basis.  In addition, the Company will be allowed to collect transmission
congestion costs, so long as they are not accounted for in other charges.

     The access charge is designed to collect 100% of the Company's stranded
costs.  It will consist of fixed and variable components.  The fixed
components include primarily unrecovered net book value of generation plant
and generation-related regulatory assets.  The net proceeds of fossil
divestiture, Pilgrim valuation and transfer of purchase power contracts will
be credited to the fixed portion of the access charge.  The variable component
of the access charge will include primarily nuclear decommissioning costs,
above-market purchased power contracts, above market fuel transportation
contracts,

<PAGE>
Ms. Mary L. Cottrell
July 8, 1997
Page 4


payments in lieu of property taxes and employee severance and retirement
costs.  The access charge will remain in effect for 12 years, except that
above market purchase power contracts and nuclear decommissioning will be
collected over a longer period, as costs are incurred.  It will be fixed at
3.51 cents per kWh for 1998 and will decline thereafter, with a maximum charge
in 1999 and 2000 of 3.35 cents per kWh.  The charge will be updated annually
effective January 1 of each year.

     Standard Offer Service will be available to retail customers as of the
Retail Access Date and will remain available for 7 years.  Once a customer
leaves the Standard Offer he or she may not return, except for residential and
small commercial customers, who may return within 90 days of leaving during
the first year following the Retail Access Date.  The Standard Offer Rates are
fixed at the following levels for the years indicated:

<TABLE>
<CAPTION>
                  Calendar Year          Average Price per kilowatthour
                  -------------          ------------------------------
                      <S>                          <C>
                      1998                         2.8 cents
                      1999                         3.1 cents
                      2000                         3.4 cents
                      2001                         3.8 cents
                      2002                         4.2 cents
                      2003                         4.7 cents
                      2004                         5.1 cents
</TABLE>

     The Company will put the Standard Offer out to bid.  If the bid is not
100% subscribed, the Company will back up the standard offer using the
following resources on a least cost basis:  existing power supply contracts,
its own fossil units so long as they are still available to the Company,
Pilgrim, and short-term market purchases.  Differences between the market
price and the Standard Offer price will be reconciled through a surcharge to
the Standard Offer.  The Standard Offer is available to all retail customers,
except for those retail customers currently being served under a special
contract.

PROTECTING THE ENVIRONMENT AND CONSERVATION

     The Settlement requires the Company to impose more stringent standards
on its fossil units.  In addition it commits the Company to spend over $200
million on DSM programs over the next four years.  This amount includes
approximately $98 million for new DSM and $38.7 million for renewables.  Also
included in these budgets is a commitment to spend at least 15% of the
residential budget on low income customers and to increase weatherization
and fuel assistance budgets from $935,000 in 1998 to $2.3

<PAGE>
Ms. Mary L. Cottrell
July 8, 1997
Page 5


million in 2001.  The parties agree to work collaboratively on all DSM matters
and will file a plan with the Department consistent with these budgets on
September 1, 1997.

     OTHER PROVISIONS

     As part of the Settlement the Company agrees to support NEPOOL reform
consistent with the proposal filed at the FERC by NEPOOL in December 1996.  We
also agree to support efforts to develop a fully functioning wholesale market
in New England.  The Settlement calls upon the Department to make the
necessary findings to permit Boston Edison to attain EWG status.  The parties
also agree to support Boston Edison's request, if and when made to the
Department, to invest up to an additional $150 million in Boston Edison's
subsidiary BETG.  In addition the parties have developed an informal dispute
resolution mechanism which calls for the exchange of relevant information
prior to the Company' filing for a change in the access charge.

ATTACHMENTS

     Included in this filing are the following documents:

     A Joint Motion Requesting Approval of the Settlement

     Restructuring Settlement Agreement

     Attachment 1  Retail Delivery Rates and Supporting Documentation

     Attachment 2  Storm Fund Protocols

     Attachment 3  Formula for Calculating Access Charges

     Attachment 4  Term Sheet for Bidding Standard Offer Service including
                   Fuel Index

     Attachment 5  Performance Standards Under Retail Access Tariffs

     Attachment 6  Environmental Plan

     Attachment 7  Jurisdictional Separation of Transmission and Distribution
                   Facilities Pursuant to FERC Order 888

<PAGE>
Ms. Mary L. Cottrell
July 8, 1997
Page 6


     For the convenience of the Department and other interested parties,
we have also posted a copy of this filing on our web site at
http://www1.bedison.com.  To read the filing, you will have to download
the Free Adobe Acrobat Reader available at the web site.

     The parties urge the Department to approve the Settlement as
expeditiously as possible.  We look forward to discussing this in more
detail with you and other interested parties.

     Thank you for your attention to this matter.  If you have any questions,
please do not hesitate to call.

                                             Very truly yours,




                                             /s/ Douglas S. Horan




cc:    John B. Howe, Chairman
       Janet Gail Besser, Commissioner
       Alicia Matthews, Hearing Officer
       George B. Dean, Esq.
       David L. O'Connor, Commissioner DOER
       Mary Beth Gentleman, Esq.

<PAGE>
                        COMMONWEALTH OF MASSACHUSETTS

                        DEPARTMENT OF PUBLIC UTILITIES





                                    )
Electric Utility Industry           )           D.P.U. Docket Nos.
Restructuring                       )           96-100 and 96-23
                                    )










                              BOSTON EDISON COMPANY





                       RESTRUCTURING SETTLEMENT AGREEMENT









DATED:  JULY 1997

<PAGE> 001
                              TABLE OF CONTENTS

<TABLE>
<S>                                                                    <C>
Joint Motion for Approval of Offer of Settlement                       002

Restructuring Settlement Agreement                                     020

Attachment 1     Unbundled Rates and Supporting Documentation          073

Attachment 2     Storm Fund                                            223

Attachment 3     Formula for Calculating Access Charges                226

Attachment 4     Term Sheet For Bidding Standard Offer                 257
                 Service Including Fuel Index

Attachment 5     Performance Standards Under Retail Access Tariffs     265

Attachment 6     Environmental Plan for Industry Restructuring         269

Attachment 7     Jurisdictional Separation of Transmission and         276
                 Distribution Facilities Pursuant to FERC Order 888
</TABLE>

<PAGE>




               JOINT MOTION FOR APPROVAL OF OFFER OF SETTLEMENT

<PAGE> 002
                        COMMONWEALTH OF MASSACHUSETTS
                        DEPARTMENT OF PUBLIC UTILITIES



_________________________________________
                                          )
Electric Utility Industry Restructuring   )        D.P.U. Docket Nos. 96-100
_________________________________________ )                        and 96-23



                                JOINT MOTION FOR
                         APPROVAL OF OFFER OF SETTLEMENT
                         -------------------------------



     The undersigned hereby move that the Department of Public Utilities

approve by September 15, 1997, the attached Offer of Settlement

("Settlement").  The Settlement has been agreed to by the undersigned

parties.  To the extent that the Department or members of the staff have

questions concerning any terms of the Settlement, the undersigned parties

request a hearing and Boston Edison Company agrees to make witnesses

available.

                                    Respectfully submitted,



                                    \s\ Douglas S. Horan
                                    -----------------------------------------
                                    Douglas S. Horan, Esq.
                                    Senior Vice President and General Counsel
                                    Boston Edison Company
                                    800 Boylston Street
                                    Boston, Massachusetts  02199



July 8, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ George B. Dean
                           ----------------------------------------------
                           Name:     George B. Dean
                           Title:    Assistant Attorney General,
                                     Chief, Regulated Industries Division
                           Address:  Office of the Attorney General
                                     200 Portland Street
                                     Boston, MA  02114



July 9, 1997

<PAGE> 004
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ David L. O'Connor
                           ----------------------------------------------
                           Name:     David L. O'Connor
                           Title:    Commissioner
                           Address:  Commonwealth of Massachusetts
                                     Division of Energy Resources
                                     100 Cambridge Street, Room 1500
                                     Boston, MA  02202



July 8, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Stephen M. Tulega
                           ----------------------------------------------
                           Name:     Stephen M. Tulega
                           Title:    President
                           Address:  Alternate Power Source
                                     200 Clarendon St. - T-32
                                     Boston, MA  02116



June 26, 1997

<PAGE> 006
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Joseph S. Fitzpatrick
                           ----------------------------------------------
                           Name:     Joseph S. Fitzpatrick
                           Title:    Senior Vice President
                           Address:  American National Power
                                     108 National Street
                                     Milford, MA  01757



June 25, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Eugenia Balodimas
                           ----------------------------------------------
                           Name:     Eugenia Balodimas
                           Title:    Associate Counsel - Director of
                                     Regulatory and Legislative Affairs
                           Address:  Citizens Power - The Energy Group
                                     160 Federal Street
                                     Boston, MA  02110-1766



June 26, 1997

<PAGE> 008
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Neal B. Costello
                           ----------------------------------------------
                           Name:     Neal B. Costello, Esq.
                           Title:    Executive Director
                           Address:  Competitive Power Coalition
                                     9 Park Street - 5th flr.
                                     Boston, MA  02108



June 26, 1997

<PAGE>
Electric Utility Restructuring                           Docket Nos. 96-100
Motion for Approval of Settlement                                    96-23





                           \s\ Lewis Milford
                           ----------------------------------------------
                           Name:     Lewis Milford
                           Title:    Director, Energy Project
                           Address:  Conservation Law Foundation
                                     21 East State Street
                                     Montpelier, VT  -5602



June 26, 1997

<PAGE> 010
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Judy Massey
                           ----------------------------------------------
                           Name:     Judy Massey
                           Title:    Chair, Consumer Advisory Panel
                           Address:  c/o Boston Edison Company
                                     800 Boylston Street
                                     Boston, MA  02199



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Paul Guzzi
                           ----------------------------------------------
                           Name:     Paul Guzzi
                           Title:    President and Chief
                                     Executive Officer
                           Address:  Greater Boston
                                     Chamber of Commerce
                                     One Beacon Street
                                     Boston, MA  02108



June 26, 1997

<PAGE> 012
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Ellen S. Roy
                           ----------------------------------------------
                           Ellen S. Roy
                           Executive Vice President
                           Intercontinental Energy Corporation
                           350 Lincoln Place
                           Hingham, MA  02043



June 27, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Howard Foley
                           ----------------------------------------------
                           Name:     Howard Foley
                           Title:    President
                           Address:  Massachusetts High Technology Council
                                     1601 Trapelo Road
                                     Waltham, MA  02154



June 26, 1997

<PAGE> 014
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ William C. Sheehan
                           ----------------------------------------------
                           Name:     William C. Sheehan
                           Title:    President
                           Address:  Northeast Energy and Commerce Association
                                     c/o Financial Management Group
                                     P.O. Box 9116-165
                                     Concord, MA  91742-9116



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Paul W. Gromer
                           ----------------------------------------------
                           Name:     Paul W. Gromer
                           Title:    Attorney for
                           Address:  Northeast Energy Efficiency Council
                                     77 North Washington Street
                                     Boston, MA  02114



June 25, 1997

<PAGE> 016
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Roger Borghesani
                           ----------------------------------------------
                           Name:     Roger Borghesani
                           Title:    Chairman, Corporate Energy Council
                           Address:  Polaroid Corporation
                                     1265 Main Street, W2-MA
                                     Waltham, MA  02254



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Jon B. Hurst
                           ----------------------------------------------
                           Name:     Jon B. Hurst
                           Title:    President
                           Address:  Retailers Association of Massachesetts
                                     18 Tremont Street, Suite 702
                                     Boston, MA  02108



June 26, 1997

<PAGE> 018
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Bruce Paul
                           ----------------------------------------------
                           Name:     Bruce Paul
                           Title:    Chairperson
                           Address:  The Energy Consortium
                                     42 Labor in Vain Road
                                     Ipswich, MA  01938



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Motion for Approval of Settlement                                      96-23





                           \s\ Douglas F. Egan
                           ----------------------------------------------
                           Name:     Douglas F. Egan
                           Title:    Sr. Vice President
                           Address:  U. S. Generating Company
                                     One Bowdoin Square
                                     Boston, MA  02114



June 26, 1997

<PAGE>




                      RESTRUCTURING SETTLEMENT AGREEMENT

<PAGE> 020
                        COMMONWEALTH OF MASSACHUSETTS

                        DEPARTMENT OF PUBLIC UTILITIES




                                           )
Electric Utility Industry Restructuring    )    D.P.U. Docket Nos. 96-100
                                           )    and 96-23




                      RESTRUCTURING SETTLEMENT AGREEMENT


     This Restructuring Settlement Agreement ("Settlement") is jointly

sponsored by the Office of the Attorney General ("Attorney General"), the

Massachusetts Division of Energy Resources ("DOER"), Alternate Power Source,

American National Power, Citizens Power, Competitive Power Coalition,

Conservation Law Foundation, Consumer Advisory Panel, Greater Boston Chamber

of Commerce, Intercontinental Energy Corp., Massachusetts High Technology

Council, Northeast Energy and Commerce Association, Northeast Energy

Efficiency Council, Polaroid Corporation, Retailers Association of

Massachusetts, The Energy Consortium, U.S. Generating Company and Boston

Edison Company ("Boston Edison").  The Settlement is designed to provide a

resolution of some issues presented in the industry restructuring Docket Nos.

D.P.U. 96-100 (the Massachusetts Department of Public Utilities'

("Department")) generic

<PAGE>
proceeding on electric utility restructuring) and D.P.U. 96-23 (Boston

Edison's own restructuring proceeding).  This Settlement, once approved by

the Department, would require a restructuring of Boston Edison in furtherance

of the competitive market structure objectives of the Department and would

implement, Consumers First, the restructuring plan of the Attorney General as

applied to Boston Edison.  The Settlement includes a commitment by Boston

Edison to voluntarily divest its generation business, except as provided in

section V.C.2.(b) and subject to the provisions of section V.C.3 of this

Settlement, through a sale or spin-off of 100 percent of that business, and

the assurance of stranded cost recovery by Boston Edison.  This Settlement

also resolves certain ratemaking issues before the Department for Boston

Edison and assures that Boston Edison's rates to retail customers comply fully

with the requirements of the Attorney General's principles.  Finally, this

Settlement resolves certain other issues necessary to implement retail choice

for Boston Edison's customers on the Retail Access Date, which is defined as

the later of January 1, 1998 or the date when retail access is made available

to all customers of the investor-owned utilities in Massachusetts.

     The parties to this Settlement recognize and fully understand that their

mutual promises in this Settlement evidence the consideration they have

extended to each other in their efforts to settle the issues of D.P.U. 96-23

in accordance with the principles articulated in D.P.U. 96-100.  The

willingness and ability of Boston Edison to commit to and fulfill any and all

of its obligations under this Settlement, including in particular the full

divestiture of its generating business, except as provided in section

V.C.2.(b) and subject to the provisions of section V.C.3 of this Settlement,

are predicated and conditioned upon the commitments by the Attorney General

and the Department to the recovery in full of Boston Edison's stranded costs,

as set forth in this Settlement.  The Settlement is designed to implement the

Attorney General's principles for

<PAGE> 022
electric industry restructuring in Massachusetts in a manner that is

consistent with the proposals articulated by the Department in its orders in

D.P.U. 96-100.  It is further designed to insure recovery of Boston Edison's

access charge as part of its transition from a fully bundled, completely

regulated electric utility to an unbundled delivery company in an emerging

competitive industry.

The Settlement follows the outline of the Attorney General's principles.  The

parties have agreed on the following:

I.   Price Reductions for Customers
     ------------------------------

Implementation of the Attorney General's principles will produce reduced rates

for all retail customers on the Retail Access Date.  Under the Settlement,

Boston Edison will freeze base rates prior to the Retail Access Date and will

collect from or credit to retail customers any increases or decreases in New

Performance Adjustment Clause ("NPAC") recovery authorized by  DPU 89-100.  In

addition, Boston Edison will credit to customers any decreases that may arise

out of refunds from Boston Edison's generating unit performance ("GUPP")

review cases, both those cases currently pending before the Department (Docket

Nos. DPU 96-1-A and DPU 97-1-A) and those future GUPP cases covering the

period from November 1, 1996 to the Retail Access Date pursuant to

G.L. c. 164, 94G.  Subject to the provisions of Section I.B.2(f), effective

on the Retail Access Date, Boston Edison will reduce its rates to all

customers by 10 percent and will provide retail delivery tariffs with a

standard offer option.  Such tariffs are included in Attachment 1.

<PAGE>
I.A. The Unbundled Rates Effective Until the Retail Access Date
     ----------------------------------------------------------

     Effective July 1, 1997 Boston Edison will unbundle its retail rates in

accordance with the filing it made with the Department on March 3, 1997 in

Docket No. DPU 97-40.

     I.A.1.   Boston Edison's fuel and purchased power clause will continue to

be subject to the requirements of G.L. c. 164, 94G and operate as a fully

reconciling charge during the effective period of the unbundled rates.

     I.A.2.   Boston Edison's unbundled rates will be used for billing

purposes to provide information to customers.  Further information, including

market price estimates based upon estimates of variable energy and capacity

costs will be made available to any customer upon request.

     I.A.3.   The unbundled rates shall remain in effect for all usage prior

to the Retail Access Date, subject to refunds from Boston Edison's GUPP review

cases, Section I.C, below, and any authorized NPAC charges.  The fuel

adjustment factor shall be applied to billings after the Retail Access Date

for usage occurring before the Retail Access Date.  The final fuel factor

balances remaining after the Retail Access Date shall be returned to or

collected from customers in the first quarter after the Retail Access Date

such final balances shall include any adjustments required to be made as the

result of the Department's issuance of a GUPP order or orders covering the

period from November 1, 1995 though the Retail Access Date.

     I.A.4.   Effective on April 1, 1997, Boston Edison shall close, or cease

to offer, to new customers its Manufacturing Retention Rate.

<PAGE> 024
     I.B.    Retail Delivery Rates and the Standard Offer Effective from the
             ---------------------------------------------------------------
             Retail Access Date Through December 31, 2000
             --------------------------------------------

     The retail delivery rates included in Attachment 1 shall become effective

for usage on and after the Retail Access Date on the following terms.

     I.B.1.  Retail Delivery Charges
             -----------------------

     Boston Edison's retail delivery rates included in Attachment 1 include

four components.  The distribution and access charges will be included in a

delivery service charge, the transmission charges will be billed in a separate

transmission cost adjustment charge, and the standard offer charges will be

billed separately to customers taking standard offer service.  The four

components are as follows:

             I.B.1.(a)   Distribution charges  These charges will remain in
                         --------------------

place through December 31, 2000 and may be superseded by a filing that becomes

effective, after suspension, on January 1, 2001.  Performance standards are

also established for reliability and customer satisfaction in the distribution

component of the rate with credits to customers if the standards are not

achieved;

             I.B.1.(b)   Transmission charges  These charges will recover on a
                         --------------------

fully reconciling basis the transmission charges to Boston Edison's retail

customers under Boston Edison's FERC approved transmission tariffs, together

with the charges, if any, billed to Boston Edison by or for the benefit of a

Regional Transmission Group, an Independent System Operator, any other

transmission provider, or any regional entity that may be created or allowed

to implement rates and tariffs for transmission or reliability related

operating services under FERC accepted tariffs and shall include any other

charges relating to the stability of the transmission system which Boston

Edison is authorized to recover from retail customers by order of the

<PAGE>
regulatory agency having jurisdiction over such charges.  However, under no

circumstances shall the amount included in these charges recover costs which

are collected by Boston Edison in some other rate or charge.

             I.B.1.(c)   Access Charges  These charges are designed to recover
                         --------------

on a fully reconciling basis all of Boston Edison's stranded costs.  As set

forth more fully below, the access charges for each rate class will total 3.51

cents per kilowatthour for 1998, and 3.35 cents per kilowatthour for 1999 and

2000, subject to the residual value credit as provided for in Attachment 3,

and will decline thereafter.  The access charges are subject to adjustment for

various factors included in Section I.B.4, below.

             I.B.1.(d)   Standard Offer A standard offer for service during a
                         --------------

transition period is fixed on the following schedule for the period from the

Retail Access Date through December 31, 2004, subject only to the conditions

contained in Section I.B.5, and Attachment 4.

<TABLE>
<CAPTION>
                  Calendar Year          Average Price per kilowatthour
                  -------------          ------------------------------
                      <S>                          <C>
                      1998                         2.8 cents
                      1999                         3.1 cents
                      2000                         3.4 cents
                      2001                         3.8 cents
                      2002                         4.2 cents
                      2003                         4.7 cents
                      2004                         5.1 cents
</TABLE>

     Together, the charges in paragraphs (a) through (d) of Section I.B.1

comply with the Attorney General's principles relating to rates and prices.

The details of each charge included in the rates and the changes to the terms

and conditions are set forth in the paragraphs below.

<PAGE> 026
     I.B.2.  Distribution Charges
             --------------------

     The distribution charges in the retail delivery rates will become

effective on the Retail Access Date and will remain in effect through

December 31, 2000 on the following terms.

             I.B.2.(a)   The distribution depreciation rates approved in DPU

92-92 of 2.38% shall be increased to 2.98% as of the Retail Access Date.

             I.B.2.(b)   Boston Edison shall be authorized to establish a

storm fund to pay for all of the incremental costs of any major storm, which

is defined as any storm with incremental costs of over $1.0 million occurring

after the date this Settlement is approved by the Department.  The storm fund

will be prefunded with $8.0 million within 30 days of Department's approval of

this Settlement.  The distribution charge contains an accrual of up to $3

million per year, as set forth in Attachment 2 and Boston Edison shall begin

to accrue this amount to the storm fund on an annual basis commencing on the

date when the retail delivery rates become effective.  The accrual shall

continue at up to $3.0 million per year until a modification is approved by

the Department following a filing by Boston Edison.  Boston Edison is

authorized to charge all incremental costs of major storms against the fund

and to pay or accrue interest on the fund balance whether positive or negative

in accordance with the protocols for the fund set forth in Attachment 2.

             I.B.2.(c)   This Settlement is based on the existing separation

of distribution and transmission facilities on the Boston Edison system.

Approval of the jurisdictional separation of facilities without change is not

a condition of the Settlement.  In the event that facilities or costs are

transferred from transmission to distribution or from distribution to

transmission, the parties agree that appropriate adjustments to the

transmission and distribution components of the rates will be made to reflect

the transfer.

<PAGE>
             I.B.2.(d)   By April 1 of each year, Boston Edison shall file

with the Department to adjust rates to recover or refund revenues necessary to

assure that Boston Edison's annual return on average common equity associated

with distribution operations from the prior calendar year averaged between six

percent and eleven percent before any incentives earned on demand side

programs as authorized by the Department pursuant to section III.B, below.(1)

Boston Edison's return on equity for the prior year shall be calculated using

the earnings available for common equity as reported to the Securities and

Exchange Commission in Boston Edison's annual report, to the extent such

earnings are contained in that report, as adjusted in the preceding sentence,

divided by the average of the thirteen monthly common equity balances on

Boston Edison's books for the same period.  If Boston Edison's return on

equity for distribution operations is below six percent, it shall be

authorized to increase its rates by a uniform per kilowatthour surcharge

calculated to provide sufficient revenues to increase Boston Edison's return

on equity to six percent.  If Boston Edison's calculated return on equity as

described above is above eleven percent, it shall be required to reduce its

rates by a uniform per kilowatthour surcharge to refund revenues necessary to

reduce the calculated return on equity between eleven and 12.5 percent by 50

percent and the earnings above 12.5 percent by 100 percent.  If Boston

Edison's calculated return on equity as described above falls between six and

eleven percent, then no further adjustment shall be authorized or required.

             I.B.2.(e)   Boston Edison shall also adjust its retail delivery

rates for the effects of any changes in the federal or state income, revenue,

sales, or franchise tax rates or laws,

[FN]
____________________
(1) Boston Edison's earnings available for common equity and common equity
    balances on its distribution operations shall also be adjusted to
    eliminate the effects of any writedown and to restore expenses associated
    with any such writedown that may result from the implementation of
    industry restructuring or this Settlement

<PAGE> 028
or any externally imposed accounting changes, if they affect Boston Edison's

costs, by more than $1.0 million per year or any other charges under the

retail delivery rates in Attachment 1.

             I.B.2.(f)   The retail delivery rates in Attachment 1 include

fully reconciling charges for Boston Edison's access charges and transmission

payments.  Any amount of over or under collection of the total, allowed,

access and transmission charges will be applied to all customers as a uniform

cents per kilowatthour credit or charge to the applicable access or

transmission charge.

     For billing purposes the access charges shall be rolled into the

distribution rates and shall not be shown separately on bills to customers.

             I.B.2.(g)   The discount for the R-2 Rate that is available for

Boston Edison's low income customers is designed to reduce the total bill of

a customer taking standard offer service by 40 percent in accordance with the

Attorney General's principles.  To assure that the same level of discount is

available regardless of the supplier and to allow the operation of the

reconciling access and transmission charges, the discount is applied

exclusively to the distribution component of the rate.  The recovery of the

discount from Boston Edison's other customers is based on distribution rate

base in accordance with the practice in prior cases.

             I.B.2.(h)   Boston Edison's conservation services charge and

conservation charge factors are included in the retail delivery charges in

Attachment 1, and separate Energy Conservation Service and conservation cost

factors will be discontinued on the effective date of the retail delivery

rates.  Any outstanding balances, whether positive or negative, will be

accounted for as provided in section III.B of this Settlement.

             I.B.2.(i)   Boston Edison shall implement the performance

standards for reliability and customer satisfaction set forth in Attachment 5,

and Boston Edison shall be

<PAGE>
required to credit customers with an amount calculated in accordance with the

schedules in Attachment 5 during the year following any year that it failed to

meet the indicated performance standard.  In addition, Boston Edison shall

propose, by July 1, 1997 a performance standard for the effective management

of line losses.

     I.B.3.  Transmission Charges
             --------------------

     The transmission cost adjustment shall recover the costs charged to

Boston Edison retail customers under Boston Edison's FERC approved tariffs,

or billed to Boston Edison by any other transmission provider, and by other

regional transmission or operating entities, such as NEPOOL, a regional

transmission group ("RTG"), an independent system operator ("ISO"), or other

regional body, in the event that they are authorized to bill Boston Edison

directly for their services and shall include any other charges relating to

the stability of the transmission system which Boston Edison is authorized to

recover from retail customers by order of the regulatory agency having

jurisdiction over such charges.  However, under no circumstances shall the

amount included in these charges recover costs which are collected by Boston

Edison in some other rate or charge.  The transmission charges shall be

recoverable under the transmission cost adjustment provisions included in

Attachment 1.

     The transmission cost adjustment shall be established annually based on

a forecast of transmission costs, and shall include a full reconciliation and

adjustment for any over or under-recoveries occurring under the prior year's

adjustment.  As set forth below, the parties have agreed to support the

implementation of NEPOOL reforms, including the formation of an RTG and ISO

to the extent consistent with this Settlement.  These reforms are desirable,

but are neither a condition to retail access by Boston Edison nor of the

approval of this Settlement.

     I.B.4.  Access Charges
             --------------

<PAGE> 030
     The uniform cents per kilowatthour access charges shall be calculated in

accordance with Attachment 3 and shall remain in effect until Boston Edison

has collected all amounts subject to collection under the access charge.  The

access charge shall be recoverable under the access cost adjustment provisions

included in the tariffs in Attachment 1.  The access cost adjustment factor

will recover on a fully reconciling basis all of Boston Edison's stranded

investment as set forth in this Settlement.

     I.B.5.  Standard Offer
             --------------

     Consistent with the Attorney General's principles and subject to the

conditions set forth herein and in Attachment 4, Boston Edison shall arrange

to provide standard offer service through a transition period ending on

December 31, 2004, by putting it out to bid.  Standard offer service shall be

available to all of Boston Edison's retail customers on the Retail Access

Date.(2)  After the Retail Access Date, Boston Edison's retail customers are

free to leave the standard offer at any time to purchase from an alternative

supplier in the market; but, once the market option is selected, a retail

customer may not return to service at standard offer prices; provided,

however, that standard offer service shall be available to all residential,

G-1 or T-1 retail customers, who have previously taken service from an

alternative supplier for the first year after the Retail Access Date, if such

residential, G-1 or T-1 retail customer elects to return to standard offer

service within 90 days of first taking service from the alternative supplier.

The terms and conditions for the bids by potential suppliers for standard

offer service are set forth in Attachment 4.

     In the event the standard offer can not be supplied from the bids

received in accordance with the provisions of Attachment 4, Boston Edison

shall supply the remaining standard offer

[FN]
____________________
(2) Retail customers include all customers of Boston Edison with the exception
    of those customers which at the time of the approval of this Settlement
    are being served by Boston Edison pursuant to contracts approved by the
    Federal Energy Regulatory Commission.

<PAGE>
requirements using the following resources, to the extent they are still

available to Boston Edison, in the order of least incremental cost to

customers:

             (1)   existing purchased power contracts,

             (2)   its fossil units, but, if sold, only to the extent that

                   the purchaser of the units has an obligation to supply

                   back up to the standard offer,

             (3)   Pilgrim Station, and

             (4)   short-term purchases at market prices.

     Boston Edison's standard offer prices are guaranteed, subject to the

conditions set out in paragraphs (a), (b), (c) and (d) of this Section I.B.5.

Under the tariffs included in Attachment 1, Boston Edison's charges for

standard offer service are included as a separate surcharge to the rates for

retail delivery service that apply to all retail customers.  Boston Edison

shall reconcile the revenues billed to retail customers taking standard offer

service with payments to suppliers of standard offer service and recover or

refund any under or overcollections on the following terms:

             I.B.5.(a)   The standard offer shall be subject to the Fuel Index

set forth in Attachment 4.

             I.B.5.(b)   Any revenues billed by Boston Edison for standard

offer service in excess of payments to suppliers of that service shall be

accumulated in an account and credited with interest calculated using the

methodology for calculating interest on retail customer deposits specified

in Boston Edison's terms and conditions.  The accumulated balance at the end

of each calendar year shall be credited to all of Boston Edison's retail

customers through a uniform cents per kilowatthour factor in the following

year.

             I.B.5.(c)   In the event that the revenues billed by Boston

Edison do not recover Boston Edison's payments to suppliers or Boston Edison

defers expenses to meet the

<PAGE> 032
inflation cap established in Section I.B.9, Boston Edison shall be authorized

to accumulate the deficiencies in the account together with interest

calculated as above and recover those amounts by implementing a uniform cents

per kilowatthour surcharge on the rates for standard offer service, if and to

the extent that the access charges billed by Boston Edison to its retail

customers are for any reason below the unadjusted access charge listed in

Attachment 3.  Under-recoveries, if any, that remain after the standard offer

transition period ends on December 31, 2004 shall be recovered from all retail

customers by a uniform surcharge not exceeding $0.005 per kilowatthour

commencing on January 1, 2005.

             I.B.5.(d)   Notwithstanding any other provision in this

Settlement, in the event the deferred costs under the standard offer at any

time accumulate to an amount in excess of $50 million, Boston Edison shall be

authorized to fully recover the amount of deferred costs in excess of $50

million by filing with the Department a standard offer surcharge.  Such

standard offer surcharge will be designed to recover the deferred excess costs

forecast for the next twelve (12) months on an annual basis and shall go into

effect sixty (60) days following the filing with the Department.  The

collection of deferred excess costs will be through a uniform cents per kWh

surcharge to the standard offer until such time as the amount of energy

consumed by retail customers receiving standard offer service reduces to 15

percent of the energy delivered to all retail customers.  At that point, the

surcharge will be billed to all retail customers through the delivery charge.

     I.B.6.  Safety Net Service
             ------------------

     In recognition that electricity is an essential service, and that there

is a risk that in a competitive market some low-income customers may be unable

to obtain or retain service on reasonable terms on account of a credit profile

that would not create a barrier to service under the

<PAGE>
current regulated monopoly supply, Boston Edison shall arrange to provide

electric supply for low-income customers who are no longer eligible to receive

service under the standard offer and not adequately supplied by the market

because they are unable to obtain or retain electric service from competitive

power suppliers.  Service under this provision shall be made available under

rates, terms and conditions approved by the Department.  Boston Edison shall

fully recover the reasonable costs it incurs in arranging this service.

     I.B.7.  Basic Service
             -------------

     In recognition that retail customers may face an occasional hiatus

between competitive suppliers, and in an effort to prevent such retail

customers from losing power because they do not have a contractual

relationship with a viable supplier, Boston Edison shall facilitate the

continued delivery of power, such as by providing supply through the short-

term wholesale power market, to such retail customers and allow them to have

a reasonable opportunity to make other supply arrangements, and shall fully

recover its reasonable costs of providing such service.  Such supply shall be

provided on terms and conditions approved by the Department.

     I.B.8.  Terms and Conditions
             --------------------

     On July 1, 1997, Boston Edison shall file with the Department for its

approval retail customer terms and conditions and supplier terms and

conditions and settlement procedures modified to reflect the changes in Boston

Edison's operations after the Retail Access Date.  These filings are not a

condition of the Settlement.

     I.B.9.  Inflation Cap for Standard Offer Customers
             ------------------------------------------

     Boston Edison shall assure that the economic value of the ten percent

rate reduction for retail customers is maintained through the period of the

standard offer by capping average revenues per kilowatthour for retail

delivery service plus the standard offer, adjusted to exclude

<PAGE> 034
the effect of:  (1) the fuel price index in Attachment 4 and the standard

offer deferral cap in Section I.B.5.(d); (2) any adjustments caused by the

return on equity floor under Section I.B.2(d); and (3) changes in tax laws or

accounting under Section I.B.2(e), at the rates in Attachment 1 adjusted for

percentage changes in the Consumer Price Index occurring between October 1,

1996 and the effective date of any adjustment to the standard offer price

under Section I.B.1(d).  This calculation shall be performed annually in

conjunction with the annual update to the access charge pursuant to the

provisions of Section V.E.

     I.C.    Right to File for Rate Change in the Event that Retail Access
             -------------------------------------------------------------

             Date Postponed
             --------------

     Nothing in this Settlement shall prevent the parties from seeking a rate

change to become effective, after suspension, on January 1, 2001 in the event

that the Retail Access Date has not occurred by that time.

II.  Benefits of Competition Extended to All Retail Customers
     --------------------------------------------------------

     The Attorney General's principles require utilities to extend the

benefits of competition to all retail customers.  This Settlement achieves

that requirement by providing all retail customers with the opportunity to

choose alternative suppliers on the Retail Access Date and by guaranteeing

significant rate reductions for retail customers who take standard offer

service prior to choosing an alternative supplier under the ratemaking portion

of this Settlement.  Specifically, the parties agree that Boston Edison shall

implement retail access on the following terms:

     II.A.   Prior Commitments with Retail Customers
             ---------------------------------------

     Prior commitments under Boston Edison's retail rates or contracts will

be treated as follows:

     II.A.1. Notice Provisions in Boston Edison's Tariffs
             --------------------------------------------

<PAGE>
     Boston Edison's General Service rate tariffs include a provision

requiring all customers to provide one year's prior written notice before

purchasing from an alternative source or installing additional on-site

generation capacity for the customer's own use.  After the Retail Access Date,

Boston Edison shall waive this notice requirement for purchases from

alternative suppliers under the terms of Boston Edison's retail delivery rates

included in Attachment 1.  Nothing in this Settlement shall require Boston

Edison to waive the advance written notice required before the retail customer

may install additional on-site, non-emergency generation for its own use or to

allow bypass of Boston Edison's distribution system.

     II.A.2. Special Retail Contracts
             ------------------------

<PAGE> 036
     Retail customers receiving service under special contracts approved by

the Department are not eligible for standard offer service.  However, Boston

Edison will waive the notice provisions contained in any special contracts

with retail customers so long as the customer continues to take delivery

services, which include access and transmission charges, from Boston Edison

under a delivery rate approved by the Department and applicable to the

customer.  Nothing in this Settlement shall require Boston Edison to waive

the advance written notice required before the retail customer may install

additional on-site, non-emergency generation for its own use or to allow

bypass of Boston Edison's distribution system.

     II.A.3. Conservation and Load Management Program Terms and Conditions
             -------------------------------------------------------------

     Many of Boston Edison's nonresidential retail customers have participated

in Boston Edison's conservation and load management programs that require

repayment of Boston Edison's incentive payments if the customer purchases

electricity from an alternative supplier.  Boston Edison shall waive this

repayment obligation insofar as it would limit the customer's ability to

purchase electricity from an alternative supplier.  Nothing in this Settlement

shall require Boston Edison to waive the requirement for repayment before the

retail customer may install on-site, non-emergency generation for its own use

or to allow bypass of Boston Edison's distribution system.

     II.B.   Implementation of Retail Access
             -------------------------------

     This Settlement requires Boston Edison to provide retail access and to

implement the retail delivery rates in Attachment 1 on the Retail Access Date,

which is the later of January 1, 1998 or the date on which retail access is

made available to all retail customers of the investor-owned utilities in

Massachusetts.  Under this Settlement, this condition will be achieved when

legislation, final regulatory or court action, or unchallenged settlements

approved by the Department in a final order with all other investor-owned

utilities in Massachusetts are in place.

<PAGE>
In the event that retail access is not yet available to all retail customers

of investor-owned utilities in Massachusetts by January 1, 1998, Boston Edison

in its sole discretion, on or after that date, shall have the option to file

for the Department's approval to accelerate the Retail Access Date under this

Settlement, implement retail access for its retail customers, and make the

tariffs in Attachment 1 effective by providing the Department and the parties

with 90 days advance notice in writing.

III. Protect the Environment and Promote Conservation
     ------------------------------------------------

     The third element of the Attorney General's plan requires the

restructuring plans of utilities to protect the environment and to promote

conservation.  This Settlement complies with these requirements by limiting

emissions from Boston Edison's units, and by continuing funding for demand

side programs including clean renewable resources.  The parties have agreed

to the following terms:

     III.A.  Emissions Reductions
             --------------------

     Boston Edison or its successors in interest shall achieve the level of

emissions of NOx and S02 from its New Boston Units 1 and 2 and its Mystic

Station Units 4, 5, 6 and 7  on the schedule and terms set forth in Attachment

6.  Nothing in this Settlement shall affect Boston Edison's obligations to

comply with environmental regulations lawfully imposed or to restrict the

environmental regulators' authority to impose new environmental standards.

     III.B.  Conservation and Load Management and Renewables
             -----------------------------------------------

     By September 1, 1997, or a subsequent date ordered by the Department,

Boston Edison shall develop in a collaborative process and shall file with

the Department plans to implement the budgets for demand side programs and

clean renewables for the period 1998 through 2001 in the

<PAGE> 038
amount of $54.2 million per year.(3)  At least 15 percent of the amount

budgeted for residential programs in any given year shall be spent on low

income residential programs.  Funds shall be allocated within the budget to

commercialize and develop fuel cells and a diverse group of clean renewables

in a manner approved by the Department, with collaborative input, based on

the following table:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
                         1998         1999         2000         2001
--------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>
IRM                      $1.6         $14.2        $13.9        $1.6

New DSM                  $26.1        $19.1        $22.4        $30.8

Subtotal                 $27.7        $33.3        $36.3        $32.4

Amortizations            $15.9        $6.7         $0.0         $0.0

Existing Commitments     $7.3         $6.9         $6.6         $5.0

Renewables(4)            $3.3         $7.3         $11.3        $16.8

TOTAL                    $54.2        $54.2        $54.2        $54.2
</TABLE>

Overcollection of conservation charges in 1996 and 1997 shall be used as part

of the funding for support of the DSM budgets set out in the Table above

rather than to reduce conservation charges through the full reconciliation.

However, to the extent the overcollection for 1997 differs from Boston

Edison's current projection of $10 million, that difference will carry over

into 1998

[FN]
____________________
(3) These dollar totals will not vary whether or not the retail access date
    occurs on January 1, 1998.

(4) These renewables dollar amounts will not vary with usage but are
    equivalent to the mills/kWh amounts (ranging from .25 mills in 1998,
    .55 mills in 1999, .85 mills in 2000, and 1.25 mills in 2001) set forth
    in settlement approved by the Department in D.P.U. 96-25.

<PAGE>
to adjust the amounts shown on the table above for IRM or new DSM.(5)  Boston

Edison will continue collecting the 1997 conservation charge at 1996 levels

and will not file a new conservation charge for implementation in 1997.

During any year after 1997, Boston Edison shall reconcile actual spending and

earned incentive to the approved budget, with separate reconciliations for

renewables and DSM, and shall carry forward any balance, positive or negative,

into the following year through an adjustment to the approved budget.  The

parties agree to work collaboratively to ensure that actual expenditures

deviate from the above table as little as possible.  Boston Edison shall not

allow DSM spending to fall short of budget by more than ten percent in the

aggregate for all IRM and new DSM programs, in any two consecutive years from

1998-2001.  If spending for DSM falls below that level, Boston Edison and

members of the DSM collaborative shall file separate or joint reports to the

Department explaining the reasons the budget levels were not achieved.  If

the Retail Access Date does not occur on January 1, 1998, the fully

reconciling conservation charge shall recommence on January 1, 1998 and shall

remain in effect until the Retail Access Date.  Boston Edison commits to use

its best efforts to execute with entities other than Boston Edison all pending

IRM DSM contracts within thirty (30) days of the filing of this Settlement

with the Department.

     The budgets shall also include expenditures for support of a

collaborative effort regarding energy efficiency and renewables, the energy

conservation service ("ECS") program, Boston Edison's demand side and market

transformation programs, overhead costs,(6) recovery of amortized investment

and the incentive earned from programs implemented prior to the Retail

[FN]
____________________
(5) For example, if the 1997 overcollection is $11 million instead of $10
    million, the 1998 subtotal for IRM and new DSM would be $28.7 million
    instead of $27.7 million.

(6) DSM overhead costs shall be allocated among IRM and new DSM, pro rata
    based on dollars.

<PAGE> 040
Access Date and the new incentive(7) to be earned on the demand side programs

implemented after the Retail Access Date pursuant to this paragraph.  Boston

Edison shall also propose to include in its DSM budget reasonable levels for

conservation voltage regulation initiatives and the installation of

sophisticated metering and control systems as presented at least thirty (30)

days prior to filing to stakeholders in a DSM collaborative as provided for

in the Department's December 30, 1996 order in D.P.U. 96-100, at, p.190, and

subject to Department approval.  Within thirty (30) days of the Department's

approval of this Settlement, Boston Edison will pay $350,000 from conservation

charge overcollections relating to periods prior to 1998 to the DSM Transition

Funding Board.(8)  This money will be used beginning in 1997 to support

collaborative research on market transformation and other conservation issues.

In addition Boston Edison will provide funding for the DSM spending levels in

1998, 1999, 2000 and 2001 provided for in this Settlement.  In return for

foregoing future lost base revenues and lost delivery revenues, a new

incentive for DSM implementation which reduces administrative costs, will

begin in 1998.  The incentive will be a flat dollar amount reflecting

performance against a specified standard and lost revenue.  The Company shall

earn an annual incentive of $4 million if the projected kWh savings are found

by the Department to exceed a threshold of 90%, $3 million per year if the

Department finds that the achievement is between 70 and 90 percent of the

projected amounts, $1 million if the Department finds that the achievement is

between 50% and 70%, and the Company shall receive no incentive payments if

the Department finds that the kWh savings achieved are below

[FN]
____________________
(7) The new DSM incentives shall be fairly allocated among IRM and new DSM.

(8) The fund shall be administered by the DSM Transition Funding Board which
    shall consist of signatories to this Settlement that are interested in
    the development and implementation of the DSM and renewables plans.  The
    DSM Transition Funding Board shall provide a full accounting of these
    expenditures to both the Department and all of its members.

<PAGE>
50%.  The parties recognize that performance measures may need to be revised

to reflect changes during the transition, and will work with the Department

to revise such measures if needed.

     The parties to this Settlement will work together to develop streamlined

DSM reporting and reconciliation processes in order to reduce administrative

burdens and costs.  This streamlined process shall be designed so that it will

not in any way limit the ability of the Department to review DSM expenditures.

The filing of any streamlining plan will be completed and filed in conjunction

with the September 1, 1997 DSM plan.

     While the Department will decide the appropriate level for ongoing

conservation, load management and renewables funding after January 1, 2002,

Boston Edison, the Attorney General, and the Division of Energy Resources

jointly recommend that evaluation of funding after this date be informed by

review of the then current market barriers and experience gained with the

competitive energy markets and customer choice established in this Settlement;

and should further be based upon environmental and economic goals to be

achieved by such funding established by the Department through appropriate

proceedings.  Ongoing commercialization support for fuel cells and clean

renewable technologies beyond January 1, 2002 should also be based on a goal

of supplying at least four percent of Massachusetts' electricity kilowatthour

sales from such new, clean technologies by the end of 2007.

     Generation technologies potentially eligible for commercialization

support, subject to Department review, shall include a diverse group of low

and zero emissions generation technologies with substantial long-term, cost-

effective regional production potential which utilize any of the following:

     a)   solar photovoltaic and solar thermal electric energy;

     b)   wind energy;

<PAGE> 42
     c)   ocean thermal, wave and/or tidal energy;

     d)   fuel cells;

     e)   landfill gas; and

     f)   low emission advanced biomass power conversion technologies like

gasification using such biomass fuels as wood, agricultural, or food wastes;

energy crops, biogas, or organic refuse-derived fuel.

     While the Department will decide how funds shall be allocated based on

input from a collaborative process, the commercialization of clean generating

technologies should be accomplished in a least cost manner.  Optimal use

should be made of competitive bidding in funding commercialization activities.

Commercialization activities shall also attempt to promote as diverse a group

of clean technologies as is practical and ensure no single resource or

technology dominates commercialization efforts.

     Boston Edison will perform pilot projects approved by the Department

to assess the value of distributed clean generation, conservation and load

management technologies in reducing or avoiding distribution system costs.

Operational procedures to invest in clean distributed generation and

geographically-targeted DSM that lower distribution service costs should be

implemented as soon as is practical.

     Clean distributed generation of 30 kilowatts or less to include fuel

cells, renewables and small scale cogeneration shall remain eligible for "net

metering" as provided for in existing Department regulations regarding the

buy-back of generated power at the retail rate.

IV.  Protect Low Income Customers
     ----------------------------

     The fourth principle in the Attorney General's plan focuses on the

continued protection of low income customers.  Boston Edison's plan complies

with this principle by continuing the

<PAGE>
discount for Rate R-2 customers, assuring that all customers receive immediate

rate reductions through standard offer service, providing safety net service

for low-income customers that have no other alternative supplier (see Section

I.B.6., above), and funding the residential low income demand side programs

in Section III.B.  In addition, Boston Edison shall implement a program to

protect against redlining by market suppliers by paying market suppliers of

Rate R-2 customers directly for electricity delivered up to the prices for

standard offer service set forth in section I.B.1.(d) and then including the

costs of such service in Boston Edison's distribution bill to Rate R-2

customers.  In this way, Boston Edison, rather than the market supplier,

shall assume the risk of nonpayment from Rate R-2 customers.

     Electric service is essential and should be available to all retail

customers.  The restructured electricity industry should provide adequate

safeguards to assure universal service.  Programs and mechanisms that enable

residential customers with low incomes to manage and afford essential

electricity requirements will be maintained throughout the period of the

Settlement in order to foster the goal of universal service.

V.   Create a Fully Functioning Stable and Reliable Structure for the
     ----------------------------------------------------------------
     Competitive Market
     ------------------

     The Attorney General's final principle focuses on the institutional

structure and protections necessary to prevent unfair and anti-competitive

conduct, and to maintain reliable and safe electricity supplies.  These

industry structure issues focus on the region as a whole and the corporate

structure of Boston Edison.

     V.A.    Regional Reform
             ---------------

     The regional issues center on the formation of a regional transmission

group, an independent system operator and NEPOOL reform.  Boston Edison

supports the Restructuring Proposal filed by NEPOOL with the FERC on

December 31, 1996.  Boston Edison shall continue

<PAGE> 044
to support at a minimum, the regional reforms set forth in those filings,

and shall consult with the parties to this Settlement to develop mutually

agreeable approaches to these issues that are consistent with the terms of

this Settlement.  However, this Settlement is not conditional upon the

adoption, approval, or implementation of the regional reforms included in

those dockets.  Nothing in this Settlement shall limit the parties from

advocating positions other than those in the above referenced FERC Dockets.

     V.B.    The Jurisdictional Separation Between Transmission and
             ------------------------------------------------------
             Distribution
             ------------

     In Order 888, FERC set forth a seven factor test for determining whether

facilities used to provide access to retail customers are subject to the

ratemaking jurisdiction of FERC under the Federal Power Act or of the

Department under state law.  Attachment 7 provides a specific evaluation of

FERC's seven factors as applied to the separation of Boston Edison's

facilities.  Approval of the jurisdictional separation of facilities without

change is not a condition of this Settlement.

     V.C.    Generation
             ----------

     This section contains Boston Edison's commitments with respect to the

continued operation, shutdown, or divestiture of Boston Edison's existing

generation business.  Subsection 1 addresses the commitment to divest Boston

Edison's fossil generation business.  Subsection 2 addresses commitments with

respect to Pilgrim Nuclear Power Station ("Pilgrim").  Subsection 3 addresses

commitments with respect to power purchase contracts.  Subsection 4 addresses

actions taken prior to the Retail Access Date.

     Consistent with the restructuring plan advanced by the Division of Energy

Resources, Boston Edison agrees, subject to the receipt of all required

governmental approvals, to sell, spin off, or otherwise transfer ownership

of its generating business and facilities to a nonaffiliated

<PAGE>
entity or entities, other than properties, assets, and entitlements classified

to the transmission function and except as provided in section V.C.2.(b) and

subject to the provisions of section V.C.3 of this Settlement.

     V.C.1.  Generation Divestiture
             ----------------------

     By the later of May 1, 1997 or ten (10) days after filing this Settlement

with the Department, Boston Edison shall develop and file for informational

purposes only a plan with the Department to implement divestiture of its

generating business assets, except as provided for in section V.C.2(b), and

subject to the provision of section V.C.3, below.  This plan shall include in

particularized detail the fossil generating business to be divested and all

properties, assets, and entitlements to be included in the divestiture.  The

plan also shall include specific terms and conditions to be included in the

RFP which are necessary to assure adequate support for the Boston Edison

distribution system.  In addition, the plan shall include a draft of Boston

Edison's Request for Proposals for Standard Offer Service.

     Within ten (10) days after signing a sale agreement related to any

generating business asset, Boston Edison will file said agreement with the

Department for approval.  The Department shall review each such agreement and

shall issue a final order on the method of sale and the reasonableness of the

proceeds and commitments within seventy-five (75) days of filing such

agreement with the Department.  The divestiture shall be completed by six

months after the later of the Retail Access Date or the receipt of all

governmental approvals necessary for the transfer.  If, for any reason, the

divestiture is not completed within three years following the Retail Access

Date, Boston Edison shall file a report with the Department explaining the

delay.

     Within three months after the completion of the divestiture and provided

the Retail Access Date has occurred, Boston Edison shall implement a residual

value credit as a direct offset to the

<PAGE> 046
access charge authorized under this Settlement.  The residual value credit

shall be calculated as set forth in Section 1.0 of Attachment 3 to this

Settlement.  On the first day of the month following implementation of the

residual value credit mechanism, the access charge shall be adjusted to

reflect the residual value credit in accordance with Section 1.4 of Attachment

3 to this Settlement.

     V.C.2.  Pilgrim Station
             ---------------

     V.C.2.(a)     Continued Operation  Following the Retail Access Date, for
                   -------------------

such period as Pilgrim shall continue to operate, the following provisions

shall apply.

     V.C.2.(a).i   Unrecovered net book value of plant, decommissioning costs,

certain fixed operating costs, Post-Shutdown Costs payments in lieu of

property taxes, employee severance and retraining, and damages, costs and net

recoveries from claims shall be collected and applied in accordance with the

methodology set forth in Attachment 3.

     V.C.2.(a).ii  Through December 31, 2000, performance based rates shall be

in effect as set forth in Attachment 3.

     V.C.2.(b)     Divestiture  There is no requirement to divest Pilgrim as
                   -----------

part of this Settlement.  However, Boston Edison shall file for approval by

the Department a market valuation plan on or before January 1, 1999.

Valuation under this plan shall be completed on or before December 31, 2002.

Boston Edison shall implement, within three months after the valuation is

completed, a residual value credit which shall be reflected in the access

charge on the first day of the month following implementation of such

residual value credit in accordance with Section 1.5 of Attachment 3 of

this Settlement.  Subject to the prior receipt of approvals by the Nuclear

Regulatory Commission and the Department, Boston Edison may assign or retain

responsibilities for certain activities such as decommissioning, premature

decommissioning or fixed operating

<PAGE>
costs and may either retain or assign the associated funds and or funds flow

as part of any sales agreement.

     V.C.2.(c)     Shutdown  If at any time either before or after the Retail
                   --------

Access Date, Boston Edison notifies the  Department that Boston Edison has

decided to permanently shut down Pilgrim Station, Boston Edison will be

allowed to recover the various categories of costs through the access charge

and/or the reconciliation account as set forth in Attachment 3.

     V.C.3.  Power Purchase Contracts
             ------------------------

     V.C.3.(a)     Boston Edison will endeavor to sell, assign or otherwise

dispose of its purchased power contracts on terms that will assign ongoing

contract payments to a nonaffiliated third party.

     V.C.3.(b)     By July 1, 1998, Boston Edison shall file a plan describing

the actions the Company intends to take to sell, assign or otherwise dispose

of its purchased power contracts.  Such plan shall include a description of

options which were considered and milestones for implementing the proposed

plan.

     V.C.3(c)      To provide for any potential shortfall in power available

to supply the standard offer, and in recognition of the continued availability

of power from Boston Edison's independent purchased power contract suppliers,

if any contract is sold before the standard offer bid or if the standard offer

is not fully subscribed, any sale, assignment, or disposition of such

contracts shall include a stipulation that they be available to back up the

standard offer.  To the extent that the contracts are not required to meet the

standard offer, the aforementioned stipulation shall not apply.  In the event

that such contracts cannot be sold, assigned, or otherwise disposed of, and

such power is not used to provide standard offer service as provided for in

section I.B.5 of this Settlement, the power purchased from those contracts

shall be sold and the

<PAGE> 048
contract payments and market value associated with the sale shall be reflected

in the reconciliation account.  Such power sales, if any, shall only be made

in the wholesale market to nonaffiliates.  Nothing in this Settlement shall

affect the rights of suppliers or Boston Edison under purchased power

contracts.

     V.C.4.  Sale or Shutdown Prior to Retail Access Date
             --------------------------------------------

     If Boston Edison sells, spins off, or otherwise transfers an interest in

any or all of its generating facilities or its power purchase contracts prior

to the Retail Access Date, any resulting proceeds shall accrue carrying costs

at the same rate as shown on Schedule 1, page 14, used to calculate the return

on investment cost in the Attachment 3 from the date the proceeds are received

by Boston Edison to the Retail Access Date.  This carrying cost will be added

to the total proceeds component of the Residual Value Credit of the Access

Charge (Attachment 3, Paragraphs 1.4 and 1.5), which becomes effective at the

Retail Access Date.

     If Boston Edison sells, spins off, otherwise transfers or shuts down any

or all of its fossil or nuclear plants and facilities or its power purchase

contracts prior to the Retail Access Date ("Facilities Transactions"),

reasonable replacement power costs, including any short term bridging type

power contracts sold with the plant will be recovered through the fuel clause.

Any fuel charge recovery of replacement power costs will be net of the

reductions in non-capital operating costs resulting from the sale, spin off,

transfer or shut down.  ("Recoverable Replacement Power Costs").

     Boston Edison's fuel clause recovery of Recoverable Replacement Power

Costs will be no higher than the costs customers would have paid under the

fuel and purchased power clause had the Facilities Transactions contemplated

by this Section not occurred.  Boston Edison agrees, that

<PAGE>
as part of its fuel charge filings,(9) it will provide a calculation making

such a showing.  Any such Recoverable Replacement Power Costs found to be

reasonable and in excess of what retail customers otherwise would have

incurred shall be deferred with a carrying charge at the same rate defined in

Attachment 3, Schedule 1, page 14, used to calculate the return on investment

and be recovered over a three year period beginning in the year 2001 in the

Reconciliation Account.

     V.C.5.  Voluntary Act
             -------------

     The Department and intervenors have expressed the goals of attaining a

market valuation of utility stranded costs and creating a competitive market

for supplying electricity to consumers.  The Department has expressed a

preference for voluntary divestiture of utility generation as a means of

achieving these goals.  The Department has stated that it "has the authority

to approve the voluntary divestiture of assets", but that it has "no explicit

statutory authority [to] order divestiture, nor is it likely to be implied."

(D.P.U. 95-30, August 16, 1995).  Boston Edison has asserted that the

Department lacks authority to order divestiture, and would contest any effort

by the Department to do so.  Boston Edison has agreed, as part of this

Settlement, voluntarily to undertake such divestiture.  In exchange, and as

consideration for this voluntary divestiture, the parties to this Settlement,

and the Department by its approval of this Settlement, agree that Boston

Edison's access charges as set forth in Attachment 3 are just and reasonable.

Accordingly, and to give effect to the reliance placed by the parties on the

foregoing, the Department shall treat the findings that such recovery and

access charges are just and reasonable as a final determination made after

public notice and a full investigation of the merits, and, in any future

proceeding brought by any person or party, or by the Department on its own

motion, shall

[FN]
____________________
(9) In the event the current provision of G.L. c. 164, 94G, are no longer in
    effect, the parties agree that, in the absence of legislative direction
    to the contrary, recovery of replacement energy and capacity costs under
    this Section shall be governed by the principles and standard of review
    applied under the current terms of 94G.

<PAGE> 050
accord such finding the full benefit of policies of repose including, without

limitation, the application of the doctrines of res judicata, collateral

estoppel, the filed rate doctrine, the prohibition against retroactive

ratemaking, and the finality of contracts, it being the express intention of

the parties to prevent, as a matter of law and policy, the Department or any

other authority from:  (a) revisiting the issue of the justness and

reasonableness of the stranded investment and the access charges or

(b) reducing, other than as set forth in Attachment 3 the amount of the

access charges, or (c) otherwise limiting the right of Boston Edison, its

successors or assigns, to charge and recover its stranded costs or the access

charges set forth in this Settlement for any reason prior to their recovery

in full as contemplated by this Settlement.

<PAGE>
     V.C.6.  Exempt Wholesale Generator Status
             ---------------------------------

     To facilitate the divestiture and valuation of Boston Edison units, the

parties agree that it is in the public interest for Boston Edison or its

successors or assigns to be authorized to sell electricity at market prices

in the wholesale markets, and that Boston Edison or its successors or assigns

shall be free to apply to become an exempt wholesale generator pursuant to

Section 32 of the Public Utilities Holding Company Act of 1935 and other

Federal law, rules and regulations, and to designate each and every generating

facility and entitlement it owns as an eligible facility pursuant to that

statute.  Approval of the Settlement by the Department shall represent express

finding by the Department that it has sufficient regulatory authority,

resources, and access to books and records to exercise its duties, and that

the full participation of Boston Edison in the market and the designation of

each of its facilities as eligible facilities will benefit consumers, is

consistent with existing state laws, will not provide unfair competitive

advantage by virtue of its status as a facility owned or formerly owned by

Boston Edison, and is in the public interest.

     Nothing in this Settlement shall prevent an affiliate of Boston Edison

from re-entering the generation business following the completion of

divestiture, and nothing in this Settlement shall prevent affiliates of Boston

Edison from marketing electricity, other energy sources, or energy services

to customers within or outside Boston Edison's service territory, provided

Boston Edison functionally unbundles as described by the Department in D.P.U.

96-100.

     V.D.    Additional Funding of Boston Energy Technology Group
             ----------------------------------------------------

     As part of this Settlement, the parties agree they will support Boston

Edison's request to increase its investment in its wholly-owned subsidiary

Boston Energy Technology Group by up to $150 million in addition to the $45

million presently authorized.  Boston Edison is not seeking

<PAGE> 052
resolution of any transfer pricing issues which may arise in connection with

the transfer of assets to any subsidiary.

     V.E.    Annual Updates of the Access Charge
             -----------------------------------

     Each year by November 1, Boston Edison will file with the Department a

proposed access charge to become effective on January 1 of the following year

("Annual Update Filing").  This filing will include all of the calculations

required by Attachment 3 to this Settlement.  These calculations will to the

extent reasonably possible be made using the actual costs through September 30

of the current year, forecast costs for the period of October 1 through

December 31 of the current year and reconciliations of any differences between

forecast amounts used in prior years to set the prior year's access charge and

actual costs for those same period.

     V.F.    Resolution of Disputes
             ----------------------

     As provided in Section V.E, above, Boston Edison shall make an Annual

Update Filing.  It is intended that disputes pertaining to the Annual Update

Filing are, to the extent reasonably possible, to be resolved informally.  In

order to facilitate such resolution, Boston Edison shall provide the

signatories to this Settlement a preliminary copy of the Annual Update Filing

at least thirty (30) days prior to the date of such filing.  The parties agree

to review such preliminary filing as necessary and thereafter to confer,

exchange information and engage in good faith efforts to resolve any issues

that may arise concerning such filing.

     V.G.    No Waiver Provision
             -------------------

     If, as the result of the informal dispute resolution process described in

Section V.F above or as part of the Department's review of the Annual Update

Filing contemplated by Section V.E, above, any party to this Settlement

determines that either the then current residual value credit, a previous

residual value credit or the then current variable component of the access

charge or a

<PAGE>
previous variable component of the access charge was calculated incorrectly

or otherwise inappropriately included or excluded items from the calculation,

an adjustment reflecting the correction for any prior and prospective period

shall be made in the next Annual Update Filing.  However, such an adjustment

shall be made only and to the extent the parties, as part of the informal

dispute resolution process described in Section V.F, above, agree to make such

adjustment; or, if agreement cannot be reached, the Department orders the

adjustment to be made as part of its review of the Annual Update Filing.  Any

adjustments to the residual value credit or variable component of the access

charge resulting from this Section V.G shall not be subject to a claim by any

party to this Settlement that such an adjustment constitutes retroactive

ratemaking.

VI.  Miscellaneous Provisions
     ------------------------

     VI.A.   Boston Edison shall adopt the standards of conduct which were

adopted by the Department in D.P.U. 96-44.

     VI.B.   Minimum residential customer service safeguards and protections

for consumers in their dealings with competitive power suppliers, as provided

by statute or the rules of the Department, should be maintained.

     VI.C.   Effective January 1, 2000, Boston Edison shall file with the

Department a proposal to unbundle distribution services that can be provided

competitively, without impairing system reliability or other system benefits.

     VI.D.   The rights conferred and obligations imposed on any signatory by

this Settlement shall be binding on or inure to the benefit of their

successors in interest or assignees, as if such successor or assignee was

itself a signatory hereto.

<PAGE> 054
     VI.E.   This Settlement is the product of settlement negotiations.  The

content of those negotiations shall be privileged and all offers of settlement

shall be without prejudice to the position of any party or participant

presenting such offer.

     VI.F.   Except as expressly set forth above, this Settlement is submitted

on the conditions that it be approved in full by the Department and on the

further conditions that if the Department does not approve the Settlement in

its entirety, the Settlement shall be deemed withdrawn and shall not

constitute a part of the record in any proceeding or used for any purpose.

     VI.G.   Acceptance of this Settlement by the Department shall not be

deemed to restrain the Department's exercise of its authority to promulgate

future orders, regulations or rules which resolve similar matters affecting

other parties in a different fashion, provided, however, that approval of

this Settlement by the Department shall represent an express grant by the

Department of a waiver for Boston Edison of any rule, requirement or

regulation promulgated by the Department under existing statutes as part of

its proceeding on utility restructuring that is inconsistent with the terms

of this Settlement.  Nor shall this Settlement be deemed to restrain the

authority of the General Court to enact any law which would resolve the

matters addressed in this Settlement in a different fashion.

     VI.H.   Neither the terms of this Settlement nor its approval by the

Department shall in any way prevent, constrain or otherwise limit the parties

hereto or the Department from taking any position, making any argument, or

reaching any determination with regard to the corporation reorganization plan

pending before the Department in D.P.U. 97-63 (or any other similar plan), to

any sale, transfer, or use of utility assets/employees/goodwill by or to any

affiliate, and/or to the appropriate ratemaking treatment/recognition to be

applied with regard to any such sale, transfer, or use.

<PAGE>
     VI.I.   The Department's approval of this Settlement shall endure so

long as is necessary to fulfill this Settlement's objectives.  In the event

of future regulatory actions other than actions required by legislative

actions taken prior to the Retail Access Date, or legislative actions after

the Retail Access Date, which may render any part of this Settlement

ineffective, Boston Edison shall nevertheless be held harmless and made whole

through rates to Boston Edison retail customers.

     VI.J.   The rate of return provisions of this Agreement relate to certain

components of the revenue recovery subject to the adjustments and for the

specific purposes herein specified.  Those provisions are not intended to

represent an agreement as to an allowed return as determined in a retail rate

case, they do not establish precedent for future proceedings, and they are

binding only with respect to the parties to the Agreement with respect to the

matters set forth in the Agreement.

     Signed and agreed to by each of the following parties.

                                    Respectfully submitted,



                                    \s\ Douglas S. Horan
                                    -----------------------------------------
                                    Douglas S. Horan, Esquire
                                    Senior Vice President and General Counsel
                                    Boston Edison Company
                                    800 Boylston Street
                                    Boston, Massachusetts  02199



July 8, 1997

<PAGE> 056
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ George B. Dean
                           ----------------------------------------------
                           Name:     George B. Dean
                           Title:    Assistant Attorney General,
                                     Chief, Regulated Industries Division
                           Address:  Office of the Attorney General
                                     200 Portland Street
                                     Boston, MA  02114



July 9, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ David L. O'Connor
                           ----------------------------------------------
                           Name:     David L. O'Connor
                           Title:    Commissioner
                           Address:  Commonwealth of Massachusetts
                                     Division of Energy Resources
                                     100 Cambridge Street, Room 1500
                                     Boston, MA  02202



July 8, 1997

<PAGE> 058
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Stephen M. Tulega
                           ----------------------------------------------
                           Name:     Stephen M. Tulega
                           Title:    President
                           Address:  Alternate Power Source
                                     200 Clarendon St. - T-32
                                     Boston, MA  02116



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Joseph S. Fitzpatrick
                           ----------------------------------------------
                           Name:     Joseph S. Fitzpatrick
                           Title:    Senior Vice President
                           Address:  American National Power
                                     108 National Street
                                     Milford, MA  01757



June 25, 1997

<PAGE> 060
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Eugenia Balodimas
                           ----------------------------------------------
                           Name:     Eugenia Balodimas
                           Title:    Associate Counsel - Director of
                                     Regulatory and Legislative Affairs
                           Address:  Citizens Power - The Energy Group
                                     160 Federal Street
                                     Boston, MA  02110-1766



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Neal B. Costello
                           ----------------------------------------------
                           Name:     Neal B. Costello, Esq.
                           Title:    Executive Director
                           Address:  Competitive Power Coalition
                                     9 Park Street - 5th flr.
                                     Boston, MA  02108



June 26, 1997

<PAGE> 062
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Lewis Milford
                           ----------------------------------------------
                           Name:     Lewis Milford
                           Title:    Director, Energy Project
                           Address:  Conservation Law Foundation
                                     21 East State Street
                                     Montpelier, VT  -5602



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Judy Massey
                           ----------------------------------------------
                           Name:     Judy Massey
                           Title:    Chair, Consumer Advisory Panel
                           Address:  c/o Boston Edison Company
                                     800 Boylston Street
                                     Boston, MA  02199



June 26, 1997

<PAGE> 064
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Paul Guzzi
                           ----------------------------------------------
                           Name:     Paul Guzzi
                           Title:    President and Chief
                                     Executive Officer
                           Address:  Greater Boston
                                     Chamber of Commerce
                                     One Beacon Street
                                     Boston, MA  02108



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Ellen S. Roy
                           ----------------------------------------------
                           Ellen S. Roy
                           Executive Vice President
                           Intercontinental Energy Corporation
                           350 Lincoln Place
                           Hingham, MA  02043



June 27, 1997

<PAGE> 066
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Howard Foley
                           ----------------------------------------------
                           Name:     Howard Foley
                           Title:    President
                           Address:  Massachusetts High Technology Council
                                     1601 Trapelo Road
                                     Waltham, MA  02154



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ William C. Sheehan
                           ----------------------------------------------
                           Name:     William C. Sheehan
                           Title:    President
                           Address:  Northeast Energy and Commerce Association
                                     c/o Financial Management Group
                                     P.O. Box 9116-165
                                     Concord, MA  91742-9116



June 26, 1997

<PAGE> 068
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Roger Borghesani
                           ----------------------------------------------
                           Name:     Roger Borghesani
                           Title:    Chairman, Corporate Energy Council
                           Address:  Polaroid Corporation
                                     1265 Main Street, W2-MA
                                     Waltham, MA  02254



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Paul W. Gromer
                           ----------------------------------------------
                           Name:     Paul W. Gromer
                           Title:    Attorney for
                           Address:  Northeast Energy Efficiency Council
                                     77 North Washington Street
                                     Boston, MA  02114



June 25, 1997

<PAGE> 070
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Jon B. Hurst
                           ----------------------------------------------
                           Name:     Jon B. Hurst
                           Title:    President
                           Address:  Retailers Association of Massachesetts
                                     18 Tremont Street, Suite 702
                                     Boston, MA  02108



June 26, 1997

<PAGE>
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Bruce Paul
                           ----------------------------------------------
                           Name:     Bruce Paul
                           Title:    Chairperson
                           Address:  The Energy Consortium
                                     42 Labor in Vain Road
                                     Ipswich, MA  01938



June 26, 1997

<PAGE> 072
Electric Utility Restructuring                             Docket Nos. 96-100
Restructuring Settlement Agreement                                     96-23





                           \s\ Douglas F. Egan
                           ----------------------------------------------
                           Name:     Douglas F. Egan
                           Title:    Sr. Vice President
                           Address:  U. S. Generating Company
                                     One Bowdoin Square
                                     Boston, MA  02114



June 27, 1997

<PAGE>






                                ATTACHMENT 1




                            BOSTON EDISON COMPANY



                             UNBUNDLED RATES AND
                           SUPPORTING DOCUMENTATION

<PAGE> 073






                                  Attachment 1


              Exhibit 1           Summary of Unbundled Rate Design
                                      for 1998

              Exhibit 2           Summary of Proposed 1998 Rates

              Exhibit 3           Revenue Reduction Proof by Rate Class

              Exhibit 4           Calculation of 1998 Typical Bills
                                      by Rate Class

              Exhibit 5           1998 Rate Schedules

              Exhibit 6           Rate Design Workpapers

<PAGE> 074










                                  Attachment 1

                                   Exhibit 1

                    Summary of Unbundled Rate Design for 1998

<PAGE> 075
                                               Boston Edison Company
                                               M.D.P.U. Nos. 96-100 & 96-23
                                               Attachment 1
                                               Exhibit 1
                                               Page 1 of 5


Summary of Unbundled Rate Design for 1998

     The first step in developing the rate designs for 1998 was to select
those class billing determinants (number of bills, monthly demands and monthly
on- and off-peak energy consumption) against which to design.  Boston Edison
has chosen actual consumption for the year 1995 as the test year.  These were
the billing determinants used in our February, 1996 filing with the Department
and have been the basis for the settlement negotiations with the Attorney
General (AG) and the Department of Energy Resources (DOER).  From  these
billing determinants, we calculated the annual revenues that would be
collected using the base rates which took effect in November, 1994 and the
periodically adjusted charges which were in effect in November, 1996.
Specifically the levels of those adjusted charges were:  Fuel and Purchased
Power -- 3.709 cents/KWH; New Performance Adjustment Clause (NPAC) -- 0.481
cents/KWH; Conservation Service Charge -- $0.15 per bill; and Conservation
(DSM) Charges -- R1/R3/R4 - 0.249 cents/KWH, G1/T1 - 0.354 cents/KWH, G2/T2 -
0.381 cents/KWH, and G3 - .0.403 cents/KWH.  The revenue levels determined
using these billing determinants and rates were then reduce by 10% for each
class in order to establish the class revenue targets for 1998.

     In addition to the class revenue neutrality requirement, the more
stringent criterion of  a 10% discount for each and every customer was also
imposed.  In essence, this criterion means that the Distribution,
Transmission, Access and Generation components for each class must sum to 90%
of  the current Customer, Demand and Energy Charges; i.e., if the current
Customer Charge is $7.15 per bill, then whatever pieces of the Distribution,
Transmission, Access and Generation costs which are collected through a fixed
monthly charge must equal $7.15 time 0.9, or $6.43, in total and likewise with
Demand and Energy related collections.

     The Standard Offer for 1998 was set at the negotiated level of 2.8 cents/
KWH.

     The NPAC, Conservation Service, and Conservation charges will disappear
as separate charges in 1998 and will become part of the Distribution
collections.

     The Transmission Charge is determined from the rate established, reviewed
and accepted by FERC and has been translated into a unit rate of 0.25 cents/
KWH.  For the purposes of this Settlement only, the total dollar value
allocated to the various rate classes was developed using the allocation
factors from the February, 1996 DPU filing.

<PAGE> 076
                                               Boston Edison Company
                                               M.D.P.U. Nos. 96-100 & 96-23
                                               Attachment 1
                                               Exhibit 1
                                               Page 2 of 5


     The negotiated Access Charge for 1998 is a unit rate of 3.51 cents/KWH.
This rate has been applied uniformly to all customer classes.

     The above process sets the total dollar revenues for the Transmission,
Access, and Generation Charges.  The only remaining component, Distribution,
is the difference between the 1998 target revenue levels and the sum of the
revenues from the above specified components.

     The total dollars for each of the components described above are then
assigned to the Customer, Demand and Energy collection buckets.  The
philosophy behind this assignment is to collect the Distribution and
Transmission Charges from the more fixed Customer and Demand Charges and to
collect the Access Charges mostly through the Energy Charges.  The general
procedure followed is to assign as much of the Distribution Charges to the
Customer Charge as that Customer Charge is targeted to collect.  Then, if the
rate has a Demand Charge, the Transmission Charges are assigned to equal the
target collections of the Demand Charge.  If more revenues are needed to
satisfy the target collections from the Demand Charges, then any revenues from
the Distribution Charges left after removing the Customer collected charges
are applied to the Demand collections.  If more Demand revenues are needed
after using all Distribution revenues, the Access revenues are applied until
the Demand revenues are equal to target collections.  If there is no Demand
Charge in a given rate or if there are remaining Distribution revenues
available after satisfying the Demand requirement, the remaining Distribution
revenues are assigned to the Energy Charge.  Likewise any remaining Access
revenues are assigned to the Energy Charges.

     Although the Distribution and Access components will be separately
identified on the tariff sheets, they will be combined into a single line on
the customer's bills.

     We have prepared an example to better explain the process.  Please refer
to the following two page table for the development of the G3 unbundled rate.

     The first page calculates the 1998 target revenue level for the G3 class
using the 1995 billing determinants, the base rates which have been in effect
since November, 1995, the periodically adjusted charges at their November,
1996 levels and the adjustment factor of 0.8999244, which is the ratio of the
1998 average cent per KWH to that of the baseline

<PAGE> 077
                                               Boston Edison Company
                                               M.D.P.U. Nos. 96-100 & 96-23
                                               Attachment 1
                                               Exhibit 1
                                               Page 3 of 5


period. It also shows how much money is being collected based on number of
bills, KW demands, and KWH energy consumption (the Customer, Demand and Energy
collections or revenues respectively).  The second page shows the derivation
of the various components.  First the revenues from the allocated, FERC
approved transmission rates are input ($6,153,090.09) and the Access revenues
are calculated using the 3.51 cents/KWH value and the 2,707,411,279 KWH of
annual energy consumption ($95,030,135.89).  Similarly to the Access revenues,
the Generation revenues (labeled "Fuel") are calculated using the 2.8 cents/
KWH Standard Offer rate and the same energy consumption.  All of these total
dollars are subtracted from the target revenue level calculated on the first
page, leaving a Distribution amount of $59,715,672.12.

     Since the Distribution collections greatly exceed the allowable
collection through the Customer Charge, only $1,268,783.09 of the Distribution
revenues are assigned to the Customer Charge, requiring the other
approximately $58.5 million of Distribution revenues to be collected through
another component of the rate.  On the other hand, the allowed Transmission
revenues is much smaller than the target collection through the Demand
Charges.  Therefore all of the Transmission revenues are assigned to the
Demand component.  The Transmission related rate is derived by dividing the
total Transmission revenues by the total KW billing demands
($6,153,090.09/6,036,921).  The Distribution revenues in excess of the
Customer Charge collections are assigned to the Demand Charges and are
calculated by dividing the Demand-related Distribution revenues by the total
Demand revenues and multiplying the quotient by the summer and winter Demand
Rates respectively.  This produces time differentiated Distribution rates.
There are still additional collections required from the Demand Charges and so
a portion of the Access revenues is assigned to the Demand Charges to make up
the shortfall to the target Demand rates.

     The remaining Access collections are assigned to the Energy Charges.
Basically this occurs by subtracting the Standard Offer and any Distribution
and Transmission rates from the target energy rates shown on the first page.
For example, the winter on-peak target energy charge is 6.0371 cents/KWH while
the other rates are respectively 2.8 cents/KWH for the Standard Offer and
0.000 cents/KWH for both Distribution and Transmission.  This leaves a value
of 3.571 cents/KWH for the Access Charge during winter on-peak periods.

     The rate unbundling for all the classes has been handled in a similar
fashion except for G1, G2 and T1 where this procedure produced negative
access charges.  For these classes, time-varying transmission charges were
implemented to eliminate the negative access charges

<PAGE> 078
<TABLE>
                                                               Boston Edison Company
                                                               M.D.P.U. Nos. 96-100 & 96-23
                                                               Attachment 1
                                                               Exhibit 1
                                                               Page 4 of 5

G3 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/15/97

Billing Determinants and Current Revenues
<CAPTION>
                       # bills      $/bill        Revenues                       adj fact
<S>                <C>          <C>         <C>                                    <C>
Customer                 5,352  $   237.07  $     1,268,783.09                     0.8999244
                            kw        $/kw
Demand
Winter               3,768,643  $     8.85  $    33,338,385.43
Summer               2,268,278  $    18.48  $    41,927,866.72
                           kwh       $/kwh
Energy
Winter
   ON-peak         735,984,163  $  0.06371  $    46,886,350.29
   OFF-peak        982,608,108  $  0.05298  $    52,057,154.51
      Base ON-peak              $  0.02237
           OFF-peak             $  0.01165
      DSM                       $  0.00363
      Fuel                      $  0.03338
      NPAC                      $  0.00433

Summer
   ON-peak         334,393,478  $  0.07373  $    24,655,101.77
   OFF-peak        654,425,530  $  0.05589  $    36,572,772.11
      Base ON-peak              $  0.03240
           OFF-peak             $  0.01455
      DSM                       $  0.00363
      Fuel                      $  0.03338
      NPAC                      $  0.00433

Total Revenues                              $   236,706,413.92
</TABLE>

<PAGE> 079
<TABLE>
                                                               Boston Edison Company
                                                               M.D.P.U. Nos. 96-100 & 96-23
                                                               Attachment 1
                                                               Exhibit 1
                                                               Page 5 of 5

G3 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/15/97

<CAPTION>
Desired Collections       Collected from:                                    Rates:
                          Basic Monthly   Demand           Energy              $/bill     $/kw  $/kwh
<S>     <C>               <C>             <C>              <C>               <C>       <C>      <C>       <C>
Dist    $  59,715,672.12  $ 1,268,783.09                   $       6,522.32  $ 237.07                     Dist
                                          $ 25,890,577.41                              $  6.87             Winter
                                                                                                $     -           ON-peak
                                                                                                $     -           OFF-peak
                                          $ 32,549,789.30                              $ 14.35             Summer
                                                                                                $     -           ON-peak
                                                                                                $     -           OFF-peak
DSM     $            -                                     $            -                       $     -   DSM
Trans   $   6,153,090.09                                   $            -                       $     -   Trans
                                          $  3,844,015.86                              $  1.02             Winter
                                          $  2,313,643.56                              $  1.02             Summer
Access  $  95,030,135.89                                                                                  Access
                                          $  3,617,897.28                              $  0.96             Winter
                                                           $  26,281,994.46                     $ 0.03571         ON-peak
                                                           $  24,535,724.46                     $ 0.02497         OFF-peak
                                          $  7,054,344.58                              $  3.11             Summer
                                                           $  15,288,469.81                     $ 0.04572         ON-peak
                                                           $  18,251,928.03                     $ 0.02789         OFF-peak
Fuel    $  75,807,515.81                                   $  75,807,515.81                     $ 0.02800 Fuel
NPAC    $            -                                     $            -                       $     -   NPAC

Total   $ 236,706,413.91  $ 1,268,783.09  $ 75,270,267.99  $ 160,172,154.89  $ 237.07  $  8.85  $ 0.06371 Winter  ON-peak
                                                                                                $ 0.05297         OFF-peak
rates   $ 236,704,699.21                                                               $ 18.48  $ 0.07372 Summer  ON-peak
                                                                                                $ 0.05589         OFF-peak
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS2.XLS

<PAGE> 080










                                  Attachment 1

                                   Exhibit 2

                         Summary of Proposed 1998 Rates

<PAGE> 081
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    SUMMARY1                                        Attachment 1
                                                               Exhibit 2
                                                               Page 1 of 2

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                            Summary of Proposed Rates

<CAPTION>
---------------------------------------------------------------------------------------------------
                                                R-2 without  R-2 with
                                                      Space     Space
Residential & Street Light Rates           R-1      Heating   Heating       R-3       R-4       S-2
--------------------------------           ---      -------   -------       ---       ---       ---
<S>      <C>                          <C>          <C>       <C>       <C>       <C>       <C>
Customer Charge                          $6.43        $3.91     $3.91     $6.43     $9.99     $8.02

Winter   Distribution/Access Charge   $0.07815     $0.04848  $0.04212  $0.06759            $0.06001
                            On-Peak                                              $0.12618
                           Off-Peak                                              $0.02707

Summer   Distribution/Access Charge   $0.07815     $0.04848  $0.05470  $0.08856            $0.06001
                            On-Peak                                              $0.28635
                           Off-Peak                                              $0.03013

Winter   Transmission Charge          $0.00244     $0.00242  $0.00242  $0.00241            $0.00162
                            On-Peak                                              $0.00242
                           Off-Peak                                              $0.00242

Summer   Transmission Charge          $0.00244     $0.00242  $0.00242  $0.00241            $0.00162
                            On-Peak                                              $0.00242
                           Off-Peak                                              $0.00242

Winter   Generation Charge            $0.02800     $0.02800  $0.02800  $0.02800            $0.02800
                            On-Peak                                              $0.02800
                           Off-Peak                                              $0.02800

Summer   Generation Charge            $0.02800     $0.02800  $0.02800  $0.02800            $0.02800
                            On-Peak                                              $0.02800
                           Off-Peak                                              $0.02800
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 082
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    SUMMARY2                                        Attachment 1
                                                               Exhibit 2
                                                               Page 2 of 2

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                            Summary of Proposed Rates

<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                        G-1 without  G-1 with
                                                             Demand    Demand
Commercial & Industrial Rates                                Meters    Meters       G-2       G-3       T-1       T-2
-----------------------------                                ------    ------       ---       ---       ---       ---
<S>                       <C>                              <C>       <C>       <C>       <C>       <C>       <C>
Customer Charge                                               $8.14    $12.09    $18.19   $237.07    $10.13
  with Annual Ratchet kW: First 150kW                                                                          $27.77
                          < 300 kW                                                                            $114.62
                          > 300 kW                                                                            $166.67
                          > 1,000 kW                                                                          $374.57

Winter     Demand Charge  - Distribution/Access                                             $7.83               $9.32
                          - Transmission                                                    $1.02               $0.98
                          - Distribution/Access > 10 kW                 $0.28     $9.43
                          - Transmission > 10 kW                        $3.31     $0.87

Summer     Demand Charge  - Distribution/Access                                            $17.46              $21.09
                          - Transmission                                                    $1.02               $0.98
                          - Distribution/Access > 10 kW                 $0.86    $20.22
                          - Transmission > 10 kW                       $10.14     $1.85

Winter     Distribution/Access Charge                      $0.06646
                          On-Peak                                                        $0.03571  $0.10894  $0.03795
                          Off-Peak                                                       $0.02497  $0.02509  $0.02614
                          1st 2,000 kWh                              $0.06960  $0.06985
                          Next 150 hrs.                              $0.05612  $0.03795
                          Additional kWh                             $0.02590  $0.02614

Summer     Distribution/Access Charge                      $0.12926
                          On-Peak                                                        $0.04572  $0.23648  $0.04890
                          Off-Peak                                                       $0.02789  $0.02805  $0.02919
                          1st 2,000 kWh                              $0.13241  $0.13267
                          Next 150 hrs.                              $0.06709  $0.04891
                          Additional kWh                             $0.02895  $0.02919

Winter     Transmission Charge                             $0.00314
                          On-Peak                                                        $0.00000  $0.00351  $0.00000
                          Off-Peak                                                       $0.00000  $0.00081  $0.00000
                          1st 2,000 kWh                              $0.00000  $0.00000
                          Next 150 hrs.                              $0.00000  $0.00000
                          Additional kWh                             $0.00000  $0.00000

Summer     Transmission Charge                             $0.00314
                          On-Peak                                                        $0.00000  $0.00761  $0.00000
                          Off-Peak                                                       $0.00000  $0.00090  $0.00000
                          1st 2,000 kWh                              $0.00000  $0.00000
                          Next 150 hrs.                              $0.00000  $0.00000
                          Additional kWh                             $0.00000  $0.00000

Winter     Generation Charge                               $0.02800
                          On-Peak                                                        $0.02800  $0.02800  $0.02800
                          Off-Peak                                                       $0.02800  $0.02800  $0.02800
                          1st 2,000 kWh                              $0.02800  $0.02800
                          Next 150 hrs.                              $0.02800  $0.02800
                          Additional kWh                             $0.02800  $0.02800

Summer     Generation Charge                               $0.02800
                          On-Peak                                                        $0.02800  $0.02800  $0.02800
                          Off-Peak                                                       $0.02800  $0.02800  $0.02800
                          1st 2,000 kWh                              $0.02800  $0.02800
                          Next 150 hrs.                              $0.02800  $0.02800
                          Additional kWh                             $0.02800  $0.02800
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 083










                                  Attachment 1

                                   Exhibit 3

                      Revenue Reduction Proof by Rate Class

<PAGE> 084
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE R-1                                        Attachment 1
                                                               Exhibit 3
                                                               Page 1 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate R-1

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 R-1                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                <C>            <C>       <C>           <C>       <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                     4,044,864     $7.15   $28,920,778     $6.43   $26,008,476

2 Energy Charge:
     Annual                        1,897,991,916  $0.07627  $144,759,843
     Retail Fuel & Purchased Power Charge         $0.03709   $70,396,520
     Net Performance Adjustment Charge            $0.00481    $9,129,341
     DSM                                          $0.00249    $4,726,000

     Distribution/Access Charge                                           $0.07815  $148,328,068
     Transmission Charge                                                  $0.00244    $4,631,100
     Generation Charge                                                    $0.02800   $53,143,774

3 Total Design Revenue:                                     $257,932,482            $232,111,418
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                     2,022,432     $7.15   $14,460,389     $6.43   $13,004,238

2 Energy Charge:
     Annual                          948,995,958  $0.07627   $72,379,922
     Retail Fuel & Purchased Power Charge         $0.03709   $35,198,260
     Net Performance Adjustment Charge            $0.00481    $4,564,671
     DSM                                          $0.00249    $2,363,000

     Distribution/Access Charge                                           $0.07815   $74,164,034
     Transmission Charge                                                  $0.00244    $2,315,550
     Generation Charge                                                    $0.02800   $26,571,887

3 Total Design Revenue:                                     $128,966,241            $116,055,709
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:       6,067,296
                kWh:               2,846,987,874

2 Total Design Revenue:                                     $386,898,723            $348,167,127

3 Difference Between Present and Proposed Revenues:                                 ($38,731,597)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 085
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE R-2 (W/O)                                  Attachment 1
                                                               Exhibit 3
                                                               Page 2 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                        for Rate R-2 without Space Heating

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
       R-2 without Space Heating           Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                  <C>          <C>        <C>          <C>        <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                       232,816     $4.35    $1,012,750     $3.91      $910,311

2 Energy Charge:
     Winter                           42,815,730  $0.04576    $1,959,248
     Retail Fuel & Purchased Power Charge         $0.03709    $1,588,035
     Net Performance Adjustment Charge            $0.00481      $205,944

     Distribution/Access Charge                                           $0.04848    $2,075,707
     Transmission Charge                                                  $0.00242      $103,614
     Generation Charge                                                    $0.02800    $1,198,840

3 Total Design Revenue:                                       $4,765,976              $4,288,472
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                       116,408     $4.35      $506,375     $3.91      $455,155

2 Energy Charge:
     Summer                           85,631,460  $0.04576    $3,918,496
     Retail Fuel & Purchased Power Charge         $0.03709    $3,176,071
     Net Performance Adjustment Charge            $0.00481      $411,887

     Distribution/Access Charge                                           $0.04848    $4,151,413
     Transmission Charge                                                  $0.00242      $207,228
     Generation Charge                                                    $0.02800    $2,397,681

3 Total Design Revenue:                                       $8,012,829              $7,211,477
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:         349,224
                kWh:                 128,447,190

2 Total Design Revenue:                                      $12,778,805             $11,499,949

3 Difference Between Present and Proposed Revenues:                                  ($1,278,856)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 086
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE R-2 (W/)                                   Attachment 1
                                                               Exhibit 3
                                                               Page 3 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                         for Rate R-2 with Space Heating

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
       R-2 with Space Heating              Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                   <C>         <C>         <C>         <C>         <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                        15,992     $4.35       $69,565     $3.91       $62,529

2 Energy Charge:
     Winter                           17,654,881  $0.03871      $683,420
     Retail Fuel & Purchased Power Charge         $0.03709      $654,820
     Net Performance Adjustment Charge            $0.00481       $84,920

     Distribution/Access Charge                                           $0.04212      $743,624
     Transmission Charge                                                  $0.00242       $42,725
     Generation Charge                                                    $0.02800      $494,337

3 Total Design Revenue:                                       $1,492,725              $1,343,214
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                         7,996     $4.35       $34,783     $3.91       $31,264

2 Energy Charge:
     Summer                            5,070,958  $0.05269      $267,189
     Retail Fuel & Purchased Power Charge         $0.03709      $188,082
     Net Performance Adjustment Charge            $0.00481       $24,391

     Distribution/Access Charge                                           $0.05470      $277,381
     Transmission Charge                                                  $0.00242       $12,272
     Generation Charge                                                    $0.02800      $141,987

3 Total Design Revenue:                                         $514,445                $462,904
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:          23,988
                kWh:                  22,725,839

2 Total Design Revenue:                                       $2,007,170              $1,806,118

3 Difference Between Present and Proposed Revenues:                                    ($201,052)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 087
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE R-3                                        Attachment 1
                                                               Exhibit 3
                                                               Page 4 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate R-3

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 R-3                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                  <C>          <C>        <C>          <C>        <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                       333,808     $7.15    $2,386,727     $6.43    $2,146,385

2 Energy Charge:
     Winter                          404,022,629  $0.06451   $26,063,500
     Retail Fuel & Purchased Power Charge         $0.03709   $14,985,199
     Net Performance Adjustment Charge            $0.00481    $1,943,349
     DSM                                          $0.00249    $1,006,016

     Distribution/Access Charge                                           $0.06759   $27,307,889
     Transmission Charge                                                  $0.00241      $973,695
     Generation Charge                                                    $0.02800   $11,312,634

3 Total Design Revenue:                                      $46,384,792             $41,740,603
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                       166,904     $7.15    $1,193,364     $6.43    $1,073,193

2 Energy Charge:
     Summer                          114,426,271  $0.08781   $10,047,771
     Retail Fuel & Purchased Power Charge         $0.03709    $4,244,070
     Net Performance Adjustment Charge            $0.00481      $550,390
     DSM                                          $0.00249      $284,921

     Distribution/Access Charge                                           $0.08856   $10,133,591
     Transmission Charge                                                  $0.00241      $275,767
     Generation Charge                                                    $0.02800    $3,203,936

3 Total Design Revenue:                                      $16,320,517             $14,686,486
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:         500,712
                kWh:                 518,448,900

2 Total Design Revenue:                                      $62,705,308             $56,427,089

3 Difference Between Present and Proposed Revenues:                                  ($6,278,219)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 088
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE R-4                                        Attachment 1
                                                               Exhibit 3
                                                               Page 5 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate R-4

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 R-4                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                    <C>        <C>           <C>       <C>           <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                         1,120    $11.10       $12,432     $9.99       $11,189

2 Energy Charge:
     Winter          On-Peak             462,315  $0.12962       $59,925
                     Off-Peak            991,839  $0.01950       $19,341
     Retail Fuel & Purchased Power Charge         $0.03709       $53,925
     Net Performance Adjustment Charge            $0.00481        $6,994
     DSM                                          $0.00249        $3,621

     Distribution/Access Charge  On-Peak                                  $0.12618       $58,335
                                 Off-Peak                                 $0.02707       $26,849
     Transmission Charge         On-Peak                                  $0.00242        $1,119
                                 Off-Peak                                 $0.00242        $2,400
     Generation Charge           On-Peak                                  $0.02800       $12,945
                                 Off-Peak                                 $0.02800       $27,771

3 Total Design Revenue:                                         $156,248                $140,608
================================================================================================
Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                           560    $11.10        $6,216     $9.99        $5,594

2 Energy Charge:
     Summer          On-Peak             146,897  $0.30761       $45,187
                     Off-Peak            463,596  $0.02289       $10,612
     Retail Fuel & Purchased Power Charge         $0.03709       $22,643
     Net Performance Adjustment Charge            $0.00481        $2,936
     DSM                                          $0.00249        $1,520

     Distribution/Access Charge  On-Peak                                  $0.28635       $42,064
                                 Off-Peak                                 $0.03013       $13,968
     Transmission Charge         On-Peak                                  $0.00242          $355
                                 Off-Peak                                 $0.00242        $1,122
     Generation Charge           On-Peak                                  $0.02800        $4,113
                                 Off-Peak                                 $0.02800       $12,981

3 Total Design Revenue:                                          $89,114                 $80,198
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:           1,680
                kWh:                   2,064,647

2 Total Design Revenue:                                         $245,363                $220,806

3 Difference Between Present and Proposed Revenues:                                     ($24,557)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 089
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE G-1 (W/O)                                  Attachment 1
                                                               Exhibit 3
                                                               Page 6 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                        for Rate G-1 without Demand Meters

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
        G-1 without Demand Meters          Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                  <C>          <C>        <C>          <C>        <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                       374,824     $9.04    $3,388,409     $8.14    $3,051,067

2 Energy Charge:
     Winter                          227,687,653  $0.06302   $14,348,876
     Retail Fuel & Purchased Power Charge         $0.03709    $8,444,935
     Net Performance Adjustment Charge            $0.00481    $1,095,178
     DSM                                          $0.00354      $806,014

     Distribution/Access Charge                                           $0.06646   $15,132,121
     Transmission Charge                                                  $0.00314      $714,939
     Generation Charge                                                    $0.02800    $6,375,254

3 Total Design Revenue:                                      $28,083,412             $25,273,382
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                       187,412     $9.04    $1,694,204     $8.14    $1,525,534

2 Energy Charge:
     Summer                          121,636,340  $0.13282   $16,155,739
     Retail Fuel & Purchased Power Charge         $0.03709    $4,511,492
     Net Performance Adjustment Charge            $0.00481      $585,071
     DSM                                          $0.00354      $430,593

     Distribution/Access Charge                                           $0.12926   $15,722,713
     Transmission Charge                                                  $0.00314      $381,938
     Generation Charge                                                    $0.02800    $3,405,818

3 Total Design Revenue:                                      $23,377,098             $21,036,003
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:         562,236
                kWh:                 349,323,993

2 Total Design Revenue:                                      $51,460,510             $46,309,385

3 Difference Between Present and Proposed Revenues:                                  ($5,151,125)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 090
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE G-1 (W/)                                   Attachment 1
                                                               Exhibit 3
                                                               Page 7 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                         for Rate G-1 with Demand Meters

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
        G-1 with Demand Meters             Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                  <C>          <C>        <C>          <C>        <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                        76,016    $13.43    $1,020,895    $12.09      $919,033

2 Demand Charge:   > 10 kW                43,537     $3.99      $173,713
                   - Distribution/Access > 10 kW                             $0.28       $12,190
                   - Transmission > 10 kW                                    $3.31      $144,107

3 Energy Charge:
     Winter          1st 2,000 kWh    61,874,379  $0.06302    $3,899,323
                     Next 150 hrs.    13,615,662  $0.04804      $654,096
                     Additional kWh   10,083,339  $0.01445      $145,704
     Retail Fuel & Purchased Power Charge         $0.03709    $3,173,917
     Net Performance Adjustment Charge            $0.00481      $411,608
     DSM                                          $0.00354      $302,930

     Distribution/Access Charge  1st 2,000 kWh                            $0.06960    $4,306,457
                                 Next 150 hrs.                            $0.05612      $764,111
                                 Additional kWh                           $0.02590      $261,158
     Transmission Charge         1st 2,000 kWh                            $0.00000            $0
                                 Next 150 hrs.                            $0.00000            $0
                                 Additional kWh                           $0.00000            $0
     Generation Charge           1st 2,000 kWh                            $0.02800    $1,732,483
                                 Next 150 hrs.                            $0.02800      $381,239
                                 Additional kWh                           $0.02800      $282,333

4 Total Design Revenue:                                       $9,782,186              $8,803,112
================================================================================================
Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                        38,008    $13.43      $510,447    $12.09      $459,517

2 Demand Charge:   > 10 kW                26,449    $12.22      $323,207
                   - Distribution/Access > 10 kW                             $0.86       $22,746
                   - Transmission > 10 kW                                   $10.14      $268,193

3 Energy Charge:
     Summer          1st 2,000 kWh    31,939,174  $0.13282    $4,242,161
                     Next 150 hrs.     8,258,637  $0.06022      $497,335
                     Additional kWh    5,511,738  $0.01784       $98,329
     Retail Fuel & Purchased Power Charge         $0.03709    $1,695,367
     Net Performance Adjustment Charge            $0.00481      $219,863
     DSM                                          $0.00354      $161,812

     Distribution/Access Charge  1st 2,000 kWh                            $0.13241    $4,229,066
                                 Next 150 hrs.                            $0.06709      $554,072
                                 Additional kWh                           $0.02895      $159,565
     Transmission Charge         1st 2,000 kWh                            $0.00000            $0
                                 Next 150 hrs.                            $0.00000            $0
                                 Additional kWh                           $0.00000            $0
     Generation Charge           1st 2,000 kWh                            $0.02800      $894,297
                                 Next 150 hrs.                            $0.02800      $231,242
                                 Additional kWh                           $0.02800      $154,329

4 Total Design Revenue:                                       $7,748,522              $6,973,026
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:         114,024
                kW:                       69,986
                kWh:                 131,282,929

2 Total Design Revenue:                                      $17,530,708             $15,776,138

3 Difference Between Present and Proposed Revenues:                                  ($1,754,570)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 091
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE G-2                                        Attachment 1
                                                               Exhibit 3
                                                               Page 8 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate G-2

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 G-2                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                <C>            <C>       <C>           <C>       <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                       202,112    $20.21    $4,084,684    $18.19    $3,676,417

2 Demand Charge:   > 10 kW             3,489,462    $11.45   $39,954,340
                   - Distribution/Access > 10 kW                             $9.43   $32,905,627
                   - Transmission > 10 kW                                    $0.87    $3,035,832

3 Energy Charge:
     Winter          1st 2,000 kWh   337,697,570  $0.06302   $21,281,701
                     Next 150 hrs.   645,393,157  $0.02757   $17,793,489
                     Additional kWh  548,255,682  $0.01445    $7,922,295
     Retail Fuel & Purchased Power Charge         $0.03709   $56,797,638
     Net Performance Adjustment Charge            $0.00481    $7,365,776
     DSM                                          $0.00381    $5,834,430

     Distribution/Access Charge  1st 2,000 kWh                            $0.06985   $23,588,175
                                 Next 150 hrs.                            $0.03795   $24,492,670
                                 Additional kWh                           $0.02614   $14,331,404
     Transmission Charge         1st 2,000 kWh                            $0.00000            $0
                                 Next 150 hrs.                            $0.00000            $0
                                 Additional kWh                           $0.00000            $0
     Generation Charge           1st 2,000 kWh                            $0.02800    $9,455,532
                                 Next 150 hrs.                            $0.02800   $18,071,008
                                 Additional kWh                           $0.02800   $15,351,159

4 Total Design Revenue:                                     $161,034,353            $144,907,824
================================================================================================
Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                       101,056    $20.21    $2,042,342    $18.19    $1,838,209

2 Demand Charge:   > 10 kW             2,017,299    $24.52   $49,464,171
                   - Distribution/Access > 10 kW                            $20.22   $40,789,786
                   - Transmission > 10 kW                                    $1.85    $3,732,003

3 Energy Charge:
     Summer          1st 2,000 kWh   169,086,564  $0.13282   $22,458,077
                     Next 150 hrs.   360,563,002  $0.03975   $14,332,379
                     Additional kWh  321,971,623  $0.01784    $5,743,974
     Retail Fuel & Purchased Power Charge         $0.03709   $31,586,630
     Net Performance Adjustment Charge            $0.00481    $4,096,298
     DSM                                          $0.00381    $3,244,677

     Distribution/Access Charge  1st 2,000 kWh                            $0.13267   $22,432,714
                                 Next 150 hrs.                            $0.04891   $17,635,136
                                 Additional kWh                           $0.02919    $9,398,352
     Transmission Charge         1st 2,000 kWh                            $0.00000            $0
                                 Next 150 hrs.                            $0.00000            $0
                                 Additional kWh                           $0.00000            $0
     Generation Charge           1st 2,000 kWh                            $0.02800    $4,734,424
                                 Next 150 hrs.                            $0.02800   $10,095,764
                                 Additional kWh                           $0.02800    $9,015,205

4 Total Design Revenue:                                     $132,968,548            $119,671,593
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:         303,168
                kW:                    5,506,761
                kWh:               2,382,967,598

2 Total Design Revenue:                                     $294,002,901            $264,579,418

3 Difference Between Present and Proposed Revenues:                                 ($29,423,483)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 092
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE G-3                                        Attachment 1
                                                               Exhibit 3
                                                               Page 9 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate G-3

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 G-3                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                  <C>          <C>       <C>           <C>       <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                         3,568   $263.43      $939,918   $237.07      $845,866

2 Demand Charge:                       3,768,643     $9.83   $37,045,761
     - Distribution/Access                                                   $7.83   $29,508,475
     - Transmission                                                          $1.02    $3,844,016

3 Energy Charge:
     Winter          On-Peak         735,984,163  $0.02486   $18,296,566
                     Off-Peak        982,608,108  $0.01294   $12,714,949
     Retail Fuel & Purchased Power Charge         $0.03709   $63,742,587
     Net Performance Adjustment Charge            $0.00481    $8,266,429
     DSM                                          $0.00403    $6,925,927

     Distribution/Access Charge  On-Peak                                  $0.03571   $26,281,994
                                 Off-Peak                                 $0.02497   $24,535,724
     Transmission Charge         On-Peak                                  $0.00000            $0
                                 Off-Peak                                 $0.00000            $0
     Generation Charge           On-Peak                                  $0.02800   $20,607,557
                                 Off-Peak                                 $0.02800   $27,513,027

4 Total Design Revenue:                                     $147,932,137            $133,136,659
================================================================================================
Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                         1,784   $263.43      $469,959   $237.07      $422,933

2 Demand Charge:                       2,268,278    $20.54   $46,590,430
     - Distribution/Access                                                  $17.46   $39,604,134
     - Transmission                                                          $1.02    $2,313,644

3 Energy Charge:
     Summer          On-Peak         334,393,478  $0.03600   $12,038,165
                     Off-Peak        654,425,530  $0.01617   $10,582,061
     Retail Fuel & Purchased Power Charge         $0.03709   $36,675,297
     Net Performance Adjustment Charge            $0.00481    $4,756,219
     DSM                                          $0.00403    $3,984,941

     Distribution/Access Charge  On-Peak                                  $0.04572   $15,288,470
                                 Off-Peak                                 $0.02789   $18,251,928
     Transmission Charge         On-Peak                                  $0.00000            $0
                                 Off-Peak                                 $0.00000            $0
     Generation Charge           On-Peak                                  $0.02800    $9,363,017
                                 Off-Peak                                 $0.02800   $18,323,915

4 Total Design Revenue:                                     $115,097,072            $103,568,040
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:           5,352
                kW:                    6,036,921
                kWh:               2,707,411,279

2 Total Design Revenue:                                     $263,029,209            $236,704,699

3 Difference Between Present and Proposed Revenues:                                 ($26,324,510)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 093
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE T-1                                        Attachment 1
                                                               Exhibit 3
                                                               Page 10 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate T-1

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 T-1                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                       <C>     <C>             <C>     <C>             <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                            40    $11.26          $450    $10.13          $405

2 Energy Charge:
     Winter          On-Peak               9,823  $0.11063        $1,087
                     Off-Peak              7,092  $0.01445          $102
     Retail Fuel & Purchased Power Charge         $0.03709          $627
     Net Performance Adjustment Charge            $0.00481           $81
     DSM                                          $0.00354           $60

     Distribution/Access Charge  On-Peak                                  $0.10894        $1,070
                                 Off-Peak                                 $0.02509          $178
     Transmission Charge         On-Peak                                  $0.00351           $34
                                 Off-Peak                                 $0.00081            $6
     Generation Charge           On-Peak                                  $0.02800          $275
                                 Off-Peak                                 $0.02800          $199

3 Total Design Revenue:                                           $2,408                  $2,167
================================================================================================
Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                            20    $11.26          $225    $10.13          $203

2 Energy Charge:
     Summer          On-Peak               6,406  $0.25689        $1,646
                     Off-Peak              5,387  $0.01784           $96
     Retail Fuel & Purchased Power Charge         $0.03709          $437
     Net Performance Adjustment Charge            $0.00481           $57
     DSM                                          $0.00354           $42

     Distribution/Access Charge  On-Peak                                  $0.23648        $1,515
                                 Off-Peak                                 $0.02805          $151
     Transmission Charge         On-Peak                                  $0.00761           $49
                                 Off-Peak                                 $0.00090            $5
     Generation Charge           On-Peak                                  $0.02800          $179
                                 Off-Peak                                 $0.02800          $151

3 Total Design Revenue:                                           $2,503                  $2,252
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:              60
                kWh:                      28,708

2 Total Design Revenue:                                           $4,911                  $4,420

3 Difference Between Present and Proposed Revenues:                                        ($492)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 094
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE T-2                                        Attachment 1
                                                               Exhibit 3
                                                               Page 11 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate T-2

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 T-2                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                <C>            <C>       <C>           <C>       <C>
Section 1.  Winter Billing Period (October - May)

                    Annual
                    Ratchet kW
                    ----------
1 Customer Charge:  First 150 kW           5,176    $30.86      $159,731    $27.77      $143,738
                    < 300 kW               5,136   $127.37      $654,172   $114.62      $588,688
                    > 300 kW               4,320   $185.20      $800,064   $166.67      $720,014
                    > 1,000 kW               728   $416.22      $303,008   $374.57      $272,687

2 Demand Charge:                       4,204,405    $11.45   $48,140,437
                    - Distribution/Access                                    $9.32   $39,185,055
                    - Transmission                                           $0.98    $4,120,317

3 Energy Charge:
     Winter        On-Peak           963,496,344  $0.02757   $26,563,594
                   Off-Peak        1,153,566,477  $0.01445   $16,669,036
     Retail Fuel & Purchased Power Charge         $0.03709   $78,521,860
     Net Performance Adjustment Charge            $0.00481   $10,183,072
     DSM                                          $0.00381    $8,066,009

     Distribution/Access Charge  On-Peak                                  $0.03795   $36,564,686
                                 Off-Peak                                 $0.02614   $30,154,228
     Transmission Charge         On-Peak                                  $0.00000            $0
                                 Off-Peak                                 $0.00000            $0
     Generation Charge           On-Peak                                  $0.02800   $26,977,898
                                 Off-Peak                                 $0.02800   $32,299,861

4 Total Design Revenue:                                     $190,060,984            $171,027,172
================================================================================================
Section 2.  Summer Billing Period (June - September)

                    Annual
                    Ratchet kW
                    ----------
1 Customer Charge:  First 150 kW           2,588    $30.86       $79,866    $27.77       $71,869
                    < 300 kW               2,568   $127.37      $327,086   $114.62      $294,344
                    > 300 kW               2,160   $185.20      $400,032   $166.67      $360,007
                    > 1,000 kW               364   $416.22      $151,504   $374.57      $136,343

2 Demand Charge:                       3,986,644    $24.52   $97,752,511
                    - Distribution/Access                                   $21.09   $84,078,322
                    - Transmission                                           $0.98    $3,906,911

3 Energy Charge:
     Winter        On-Peak           434,841,597  $0.03975   $17,284,953
                   Off-Peak          719,234,559  $0.01784   $12,831,145
     Retail Fuel & Purchased Power Charge         $0.03709   $42,804,685
     Net Performance Adjustment Charge            $0.00481    $5,551,106
     DSM                                          $0.00381    $4,397,030

     Distribution/Access Charge  On-Peak                                  $0.04890   $21,263,754
                                 Off-Peak                                 $0.02919   $20,994,457
     Transmission Charge         On-Peak                                  $0.00000            $0
                                 Off-Peak                                 $0.00000            $0
     Generation Charge           On-Peak                                  $0.02800   $12,175,565
                                 Off-Peak                                 $0.02800   $20,138,568

4 Total Design Revenue:                                     $181,579,918            $163,420,140
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:          23,040
                kW:                    8,191,049
                kWh:               3,271,138,977

2 Total Design Revenue:                                     $371,640,902            $334,447,312

3 Difference Between Present and Proposed Revenues:                                 ($37,193,591)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 095
<TABLE>
File:  S\SHARED\SALESGEN\ACOS1995\RTD98SE2.WK4                 Boston Edison Company
Last Updated:  28-May-97                                       M.D.P.U. Nos. 96-100 & 96-23
Range Name:    RATE S-2                                        Attachment 1
                                                               Exhibit 3
                                                               Page 12 of 12

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                                  for Rate S-2

<CAPTION>
================================================================================================
                                                   Present       Present  Proposed      Proposed
                 S-2                       Units     Rates      Revenues     Rates      Revenues
                                             (1)       (2)           (3)       (4)           (5)
================================================================================================
<S>                                   <C>         <C>         <C>         <C>         <C>
Section 1.  Winter Billing Period (October - May)

1 Customer Charge:                        23,504     $8.91      $209,421     $8.02      $188,502

2 Energy Charge:
     Annual                           34,907,932  $0.05770    $2,014,188
     Retail Fuel & Purchased Power Charge         $0.03709    $1,294,735
     Net Performance Adjustment Charge            $0.00481      $167,907

     Distribution/Access Charge                                           $0.06001    $2,094,825
     Transmission Charge                                                  $0.00162       $56,551
     Generation Charge                                                    $0.02800      $977,422

3 Total Design Revenue:                                       $3,686,251              $3,317,300
================================================================================================

Section 2.  Summer Billing Period (June - September)

1 Customer Charge:                        11,752     $8.91      $104,710     $8.02       $94,251

2 Energy Charge:
     Annual                           17,453,966  $0.05770    $1,007,094
     Retail Fuel & Purchased Power Charge         $0.03709      $647,368
     Net Performance Adjustment Charge            $0.00481       $83,954

     Distribution/Access Charge                                           $0.06001    $1,047,413
     Transmission Charge                                                  $0.00162       $28,275
     Generation Charge                                                    $0.02800      $488,711

3 Total Design Revenue:                                       $1,843,125              $1,658,650
================================================================================================

Section 3.  Annual Calculation

1 Total Units:  Number of Bills:          35,256
                kWh:                  52,361,898

2 Total Design Revenue:                                       $5,529,376              $4,975,950

3 Difference Between Present and Proposed Revenues:                                    ($553,426)

4 Percent Difference Between Present and Proposed Revenues:                               -10.0%
================================================================================================
</TABLE>

<PAGE> 096










                                  Attachment 1

                                   Exhibit 4

                 Calculation of 1998 Typical Bills by Rate Class

<PAGE> 097
<TABLE>

File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE R-1                                         Attachment 1
                                                               Exhibit 4
                                                               Page 1 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on R-1 Rate Customers

<CAPTION>
------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
------------------------------------------------------------------------------------------------------
 <S>    <C>        <C>         <C>          <C>        <C>       <C>        <C>         <C>     <C>
   125    $200.21     $66.59     $266.80      $198.05   $42.00     $240.05   ($26.75)   -13.4%  -10.0%

   150    $223.09     $79.90     $302.99      $222.22   $50.40     $272.62   ($30.37)   -13.6%  -10.0%

   500    $543.42    $266.34     $809.76      $560.70  $168.00     $728.70   ($81.06)   -14.9%  -10.0%

   750    $772.23    $399.51   $1,171.74      $802.47  $252.00   $1,054.47  ($117.27)   -15.2%  -10.0%

 1,000  $1,001.04    $532.68   $1,533.72    $1,044.24  $336.00   $1,380.24  ($153.48)   -15.3%  -10.0%

 1,250  $1,229.85    $665.85   $1,895.70    $1,286.01  $420.00   $1,706.01  ($189.69)   -15.4%  -10.0%

 1,500  $1,458.66    $799.02   $2,257.68    $1,527.78  $504.00   $2,031.78  ($225.90)   -15.5%  -10.0%

 2,000  $1,916.28  $1,065.36   $2,981.64    $2,011.32  $672.00   $2,683.32  ($298.32)   -15.6%  -10.0%
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          R-1                                      Proposed Rates:          R-1
<S>                                   <C>    <C>                <C>                    <C>    <C>
Customer Charge                                 $7.15           Customer Charge                  $6.43
Energy Charge                         kWh x  $0.07627           Distrib/Access Charge  kWh x  $0.07815
-----------------------------------------------------           Transmission Charge    kWh x  $0.00244
Base Bill                                    Subtotal           --------------------------------------
                                                                Delivery Component            Subtotal
Retail Fuel & Purchased Power Charge  kWh x  $0.03709
Net Performance Adjustment Charge     kWh x  $0.00481
DSM                                   kWh x  $0.00249           Generation Charge      kWh x  $0.02800
-----------------------------------------------------
Combined Adjustment Charge                   $0.04439
</TABLE>

<PAGE> 098
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE R-2 (W/O)                                   Attachment 1
                                                               Exhibit 4
                                                               Page 2 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on R-2 Rate Customers
                             (without Space Heating)

<CAPTION>
------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
------------------------------------------------------------------------------------------------------
  <S>     <C>        <C>         <C>          <C>      <C>         <C>       <C>        <C>     <C>
   50      $79.66     $25.14     $104.80       $77.46   $16.80      $94.26   ($10.54)   -13.2%  -10.1%

  100     $107.11     $50.28     $157.39      $108.00   $33.60     $141.60   ($15.79)   -14.7%  -10.0%

  150     $134.57     $75.42     $209.99      $138.54   $50.40     $188.94   ($21.05)   -15.6%  -10.0%

  250     $189.48    $125.70     $315.18      $199.62   $84.00     $283.62   ($31.56)   -16.7%  -10.0%

  300     $216.94    $150.84     $367.78      $230.16  $100.80     $330.96   ($36.82)   -17.0%  -10.0%

  500     $326.76    $251.40     $578.16      $352.32  $168.00     $520.32   ($57.84)   -17.7%  -10.0%

  600     $381.67    $301.68     $683.35      $413.40  $201.60     $615.00   ($68.35)   -17.9%  -10.0%

  750     $464.04    $377.10     $841.14      $505.02  $252.00     $757.02   ($84.12)   -18.1%  -10.0%
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          R-2                                      Proposed Rates:          R-2
<S>                                   <C>    <C>                <C>                    <C>    <C>
Customer Charge                                 $4.35           Customer Charge                  $3.91
Energy Charge                         kWh x  $0.04576           Distrib/Access Charge  kWh x  $0.04848
-----------------------------------------------------           Transmission Charge    kWh x  $0.00242
Base Bill                                    Subtotal           --------------------------------------
                                                                Delivery Component            Subtotal
Retail Fuel & Purchased Power Charge  kWh x  $0.03709
Net Performance Adjustment Charge     kWh x  $0.00481
DSM                                   kWh x  $0.00000           Generation Charge      kWh x  $0.02800
-----------------------------------------------------
Combined Adjustment Charge                   $0.04190
</TABLE>

<PAGE> 099
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE R-1 (W/)                                    Attachment 1
                                                               Exhibit 4
                                                               Page 3 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on R-2 Rate Customers
                               (with Space Heating)

<CAPTION>
------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
------------------------------------------------------------------------------------------------------
 <S>    <C>        <C>         <C>          <C>        <C>       <C>        <C>         <C>     <C>
   250    $177.69    $125.70     $303.39      $188.96   $84.00     $272.96   ($30.43)   -17.1%  -10.0%

   500    $303.18    $251.40     $554.58      $331.00  $168.00     $499.00   ($55.58)   -18.3%  -10.0%

   750    $428.67    $377.10     $805.77      $473.04  $252.00     $725.04   ($80.73)   -18.8%  -10.0%

 1,000    $554.15    $502.80   $1,056.95      $615.08  $336.00     $951.08  ($105.87)   -19.1%  -10.0%

 1,250    $679.64    $628.50   $1,308.14      $757.13  $420.00   $1,177.13  ($131.01)   -19.3%  -10.0%

 1,500    $805.13    $754.20   $1,559.33      $899.17  $504.00   $1,403.17  ($156.16)   -19.4%  -10.0%

 2,000  $1,056.11  $1,005.60   $2,061.71    $1,183.25  $672.00   $1,855.25  ($206.46)   -19.5%  -10.0%

 2,500  $1,307.08  $1,257.00   $2,564.08    $1,467.33  $840.00   $2,307.33  ($256.75)   -19.6%  -10.0%
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          R-2                                   Proposed Rates:          R-2
                                     Summer    Winter                                 Summer    Winter
                                     ------    ------                                 ------    ------
<S>                         <C>    <C>       <C>             <C>             <C>    <C>       <C>
Customer Charge                       $4.35     $4.35        Customer Charge           $3.91     $3.91
Energy Charge               kWh x  $0.05269  $0.03871        Distrib/Access
-----------------------------------------------------          Charge        kWh x  $0.05470  $0.04212
Base Bill                          Subtotal  Subtotal        Transmission
                                                               Charge        kWh x  $0.00242  $0.00242
Retail Fuel & Purchased                                      -----------------------------------------
  Power Charge              kWh x  $0.03709  $0.03709        Delivery
Net Performance                                                Component            Subtotal  Subtotal
  Adjustment Charge         kWh x  $0.00481  $0.00481
DSM                         kWh x  $0.00000  $0.00000        Generation
-----------------------------------------------------          Charge        kWh x  $0.02800  $0.02800
Combined Adjustment Charge         $0.04190  $0.04190
</TABLE>

<PAGE> 100
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE R-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 4 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on R-3 Rate Customers

<CAPTION>
------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
------------------------------------------------------------------------------------------------------
 <S>    <C>        <C>         <C>          <C>        <C>       <C>        <C>         <C>     <C>
   125    $190.28     $66.59     $256.87      $189.10   $42.00     $231.10   ($25.77)   -13.5%  -10.0%

   150    $211.17     $79.90     $291.07      $211.49   $50.40     $261.89   ($29.18)   -13.8%  -10.0%

   500    $503.72    $266.34     $770.06      $524.93  $168.00     $692.93   ($77.13)   -15.3%  -10.0%

   750    $712.67    $399.51   $1,112.18      $748.81  $252.00   $1,000.81  ($111.37)   -15.6%  -10.0%

 1,000    $921.63    $532.68   $1,454.31      $972.70  $336.00   $1,308.70  ($145.61)   -15.8%  -10.0%

 1,250  $1,130.59    $665.85   $1,796.44    $1,196.58  $420.00   $1,616.58  ($179.86)   -15.9%  -10.0%

 1,500  $1,339.55    $799.02   $2,138.57    $1,420.47  $504.00   $1,924.47  ($214.10)   -16.0%  -10.0%

 2,000  $1,757.46  $1,065.36   $2,822.82    $1,868.24  $672.00   $2,540.24  ($282.58)   -16.1%  -10.0%
------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          R-3                                   Proposed Rates:          R-3
                                     Summer    Winter                                 Summer    Winter
                                     ------    ------                                 ------    ------
<S>                         <C>    <C>       <C>             <C>             <C>    <C>       <C>
Customer Charge                       $7.15     $7.15        Customer Charge           $6.43     $6.43
Energy Charge               kWh x  $0.08781  $0.06451        Distrib/Access
-----------------------------------------------------          Charge        kWh x  $0.08856  $0.06759
Base Bill                          Subtotal  Subtotal        Transmission
                                                               Charge        kWh x  $0.00241  $0.00241
Retail Fuel & Purchased                                      -----------------------------------------
  Power Charge              kWh x  $0.03709  $0.03709        Delivery
Net Performance                                                Component            Subtotal  Subtotal
  Adjustment Charge         kWh x  $0.00481  $0.00481
DSM                         kWh x  $0.00249  $0.00249        Generation
-----------------------------------------------------          Charge        kWh x  $0.02800  $0.02800
Combined Adjustment Charge         $0.04439  $0.04439
</TABLE>

<PAGE> 101
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE R-4                                         Attachment 1
                                                               Exhibit 4
                                                               Page 5 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on R-4 Rate Customers

<CAPTION>
--------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
--------------------------------------------------------------------------------------------------------
<S>     <C>        <C>        <C>          <C>        <C>        <C>         <C>          <C>     <C>
 1,000    $918.21    $532.68   $1,450.89     $969.69    $336.00   $1,305.69    ($145.20)  -15.8%  -10.0%

 1,500  $1,310.72    $799.02   $2,109.74   $1,394.59    $504.00   $1,898.59    ($211.15)  -16.1%  -10.0%

 2,000  $1,703.23  $1,065.36   $2,768.59   $1,819.49    $672.00   $2,491.49    ($277.10)  -16.3%  -10.0%

 3,000  $2,488.24  $1,598.04   $4,086.28   $2,669.30  $1,008.00   $3,677.30    ($408.98)  -16.4%  -10.0%

 4,000  $3,273.26  $2,130.72   $5,403.98   $3,519.11  $1,344.00   $4,863.11    ($540.87)  -16.5%  -10.0%

 5,000  $4,058.27  $2,663.40   $6,721.67   $4,368.91  $1,680.00   $6,048.91    ($672.76)  -16.6%  -10.0%

 8,000  $6,413.32  $4,261.44  $10,674.76   $6,918.33  $2,688.00   $9,606.33  ($1,068.43)  -16.7%  -10.0%

10,000  $7,983.35  $5,326.80  $13,310.15   $8,617.95  $3,360.00  $11,977.95  ($1,332.20)  -16.7%  -10.0%
--------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          R-4                                   Proposed Rates:          R-4
                                  Summer      Winter                                     Summer    Winter
                                  ------      ------                                     ------    ------
<S>                      <C>    <C>         <C>              <C>                <C>    <C>       <C>
Customer Charge                   $11.10      $11.10         Customer Charge              $9.99     $9.99
Energy Charge  On-Peak   kWh x  $0.30761    $0.12962         Distrib/Access
               Off-Peak  kWh x  $0.02289    $0.01950           On-Peak Charge   kWh x  $0.28635  $0.12618
----------------------------------------------------         Distrib/Access
Base Bill                       Subtotal    Subtotal           Off-Peak Charge  kWh x  $0.03013  $0.02707
                                                             Transmission
Retail Fuel & Purchased                                        On-Peak Charge   kWh x  $0.00242  $0.00242
  Power Charge           kWh x  $0.03709    $0.03709         Transmission
Net Performance                                                Off-Peak Charge  kWh x  $0.00242  $0.00242
  Adjustment Charge      kWh x  $0.00481    $0.00481         --------------------------------------------
DSM                      kWh x  $0.00249    $0.00249         Delivery Component        Subtotal  Subtotal
----------------------------------------------------
Combined Adjustment Charge      $0.04439    $0.04439         Generation Charge
                                                                      On-Peak   kWh x  $0.02800  $0.02800
                                                                      Off-Peak  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 102
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-1 (W/O)                                   Attachment 1
                                                               Exhibit 4
                                                               Page 6 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-1 Rate Customers
                             (without Demand Meters)

<CAPTION>
--------------------------------------------------------------------------------------------------------
Average          Present Rates                     Proposed Rates                     Difference
Monthly            Adjustment   Annual     Delivery    Energy     Annual    Difference   % of   % of
  kWh     Base      Factors      Total     Component  Component    Total    In Totals    Base   Total
--------------------------------------------------------------------------------------------------------
 <S>    <C>        <C>        <C>          <C>        <C>        <C>         <C>          <C>     <C>
    50    $160.87     $27.26     $188.13     $152.56     $16.80     $169.36     ($18.77)  -11.7%  -10.0%

   100    $213.27     $54.53     $267.80     $207.44     $33.60     $241.04     ($26.76)  -12.5%  -10.0%

   250    $370.45    $136.32     $506.77     $372.08     $84.00     $456.08     ($50.69)  -13.7%  -10.0%

   500    $632.43    $272.64     $905.07     $646.48    $168.00     $814.48     ($90.59)  -14.3%  -10.0%

 1,000  $1,156.38    $545.28   $1,701.66   $1,195.29    $336.00   $1,531.29    ($170.37)  -14.7%  -10.0%

 2,500  $2,728.22  $1,363.20   $4,091.42   $2,841.70    $840.00   $3,681.70    ($409.72)  -15.0%  -10.0%

 5,000  $5,347.96  $2,726.40   $8,074.36   $5,585.72  $1,680.00   $7,265.72    ($808.64)  -15.1%  -10.0%

 7,500  $7,967.70  $4,089.60  $12,057.30   $8,329.73  $2,520.00  $10,849.73  ($1,207.57)  -15.2%  -10.0%
--------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-1                                   Proposed Rates:          G-1
                                  Summer      Winter                                     Summer    Winter
                                  ------      ------                                     ------    ------
<S>                      <C>    <C>         <C>              <C>                <C>    <C>       <C>
Customer Charge                    $9.04       $9.04         Customer Charge              $8.14     $8.14
Energy Charge            kWh x  $0.13282    $0.06302         Distrib/Access
----------------------------------------------------           Charge           kWh x  $0.12926  $0.06646
Base Bill                       Subtotal    Subtotal         Transmission
                                                               Charge           kWh x  $0.00314  $0.00314
Retail Fuel & Purchased                                      --------------------------------------------
  Power Charge           kWh x  $0.03709    $0.03709         Delivery Component        Subtotal  Subtotal
Net Performance
  Adjustment Charge      kWh x  $0.00481    $0.00481
DSM                      kWh x  $0.00354    $0.00354         Generation Charge  kWh x  $0.02800  $0.02800
----------------------------------------------------
Combined Adjustment Charge      $0.04544    $0.04544
</TABLE>

<PAGE> 103
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-1 (W/)                                    Attachment 1
                                                               Exhibit 4
                                                               Page 7 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-1 Rate Customers
                               (with Demand Meters)

Hours Use:   150

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>           <C>           <C>           <C>          <C>     <C>
   15      2,250    $2,548.57    $1,226.88      $3,775.45      $2,641.57      $756.00      $3,397.57      ($377.88)  -14.8%  -10.0%

   20      3,000    $3,628.39    $1,635.84      $5,264.23      $3,729.35    $1,008.00      $4,737.35      ($526.88)  -14.5%  -10.0%

   40      6,000    $7,947.64    $3,271.68     $11,219.32      $8,080.46    $2,016.00     $10,096.46    ($1,122.86)  -14.1%  -10.0%

   75     11,250   $15,506.34    $6,134.40     $21,640.74     $15,694.91    $3,780.00     $19,474.91    ($2,165.83)  -14.0%  -10.0%

  150     22,500   $31,703.56   $12,268.80     $43,972.36     $32,011.58    $7,560.00     $39,571.58    ($4,400.78)  -13.9%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-1                                      Proposed Rates:          G-1
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $13.43    $13.43     Customer Charge                                   $12.09    $12.09
Demand Charge   (> 10 kW)          kW x    $12.22     $3.99     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x     $0.86     $0.28
                (Next 150 hrs.)   kWh x  $0.06022  $0.04804     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x    $10.14     $3.31
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13241  $0.06960
                                                                                       (Next 150 hrs.)   kWh x  $0.06709  $0.05612
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02895  $0.02590
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00354  $0.00354                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04544  $0.04544     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 104
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-1 (W/)                                    Attachment 1
                                                               Exhibit 4
                                                               Page 8 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-1 Rate Customers
                               (with Demand Meters)

Hours Use:   300

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      4,500    $4,509.97    $2,453.76      $6,963.73      $4,754.64    $1,512.00      $6,266.64      ($697.09)  -15.5%  -10.0%

   20      6,000    $6,243.58    $3,271.68      $9,515.26      $6,546.77    $2,016.00      $8,562.77      ($952.49)  -15.3%  -10.0%

   40     12,000   $13,178.03    $6,543.36     $19,721.39     $13,715.30    $4,032.00     $17,747.30    ($1,974.09)  -15.0%  -10.0%

   75     22,500   $25,313.32   $12,268.80     $37,582.12     $26,260.24    $7,560.00     $33,820.24    ($3,761.88)  -14.9%  -10.0%

  150     45,000   $51,317.51   $24,537.60     $75,855.11     $53,142.24   $15,120.00     $68,262.24    ($7,592.87)  -14.8%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-1                                      Proposed Rates:          G-1
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $13.43    $13.43     Customer Charge                                   $12.09    $12.09
Demand Charge   (> 10 kW)          kW x    $12.22     $3.99     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x     $0.86     $0.28
                (Next 150 hrs.)   kWh x  $0.06022  $0.04804     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x    $10.14     $3.31
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13241  $0.06960
                                                                                       (Next 150 hrs.)   kWh x  $0.06709  $0.05612
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02895  $0.02590
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00354  $0.00354                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04544  $0.04544     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 105
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-1 (W/)                                    Attachment 1
                                                               Exhibit 4
                                                               Page 9 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-1 Rate Customers
                               (with Demand Meters)

Hours Use:   450

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>           <C>             <C>          <C>            <C>          <C>           <C>     <C>
   15      6,750    $6,471.36    $3,680.64     $10,152.00      $6,867.70    $2,268.00      $9,135.70    ($1,016.30)  -15.7%  -10.0%

   20      9,000    $8,858.77    $4,907.52     $13,766.29      $9,364.19    $3,024.00     $12,388.19    ($1,378.10)  -15.6%  -10.0%

   40     18,000   $18,408.41    $9,815.04     $28,223.45     $19,350.15    $6,048.00     $25,398.15    ($2,825.30)  -15.3%  -10.0%

   75     33,750   $35,120.29   $18,403.20     $53,523.49     $36,825.57   $11,340.00     $48,165.57    ($5,357.92)  -15.3%  -10.0%

  150     67,500   $70,931.45   $36,806.40    $107,737.85     $74,272.91   $22,680.00     $96,952.91   ($10,784.94)  -15.2%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-1                                      Proposed Rates:          G-1
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $13.43    $13.43     Customer Charge                                   $12.09    $12.09
Demand Charge   (> 10 kW)          kW x    $12.22     $3.99     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x     $0.86     $0.28
                (Next 150 hrs.)   kWh x  $0.06022  $0.04804     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x    $10.14     $3.31
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13241  $0.06960
                                                                                       (Next 150 hrs.)   kWh x  $0.06709  $0.05612
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02895  $0.02590
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00354  $0.00354                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04544  $0.04544     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 106
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 10 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   200

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      3,000    $2,569.37    $1,645.56      $4,214.93      $2,785.15    $1,008.00      $3,793.15      ($421.78)  -16.4%  -10.0%

   20      4,000    $3,994.51    $2,194.08      $6,188.59      $4,225.25    $1,344.00      $5,569.25      ($619.34)  -15.5%  -10.0%

   40      8,000    $9,695.06    $4,388.16     $14,083.22      $9,985.62    $2,688.00     $12,673.62    ($1,409.60)  -14.5%  -10.0%

   75     15,000   $19,671.01    $8,227.80     $27,898.81     $20,066.28    $5,040.00     $25,106.28    ($2,792.53)  -14.2%  -10.0%

  150     30,000   $41,048.05   $16,455.60     $57,503.65     $41,667.69   $10,080.00     $51,747.69    ($5,755.96)  -14.0%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 107
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 11 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   250

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      3,750    $2,907.52    $2,056.95      $4,964.47      $3,207.70    $1,260.00      $4,467.70      ($496.77)  -17.1%  -10.0%

   20      5,000    $4,445.37    $2,742.60      $7,187.97      $4,788.64    $1,680.00      $6,468.64      ($719.33)  -16.2%  -10.0%

   40     10,000   $10,596.77    $5,485.20     $16,081.97     $11,112.40    $3,360.00     $14,472.40    ($1,609.57)  -15.2%  -10.0%

   75     18,750   $21,361.73   $10,284.75     $31,646.48     $22,178.99    $6,300.00     $28,478.99    ($3,167.49)  -14.8%  -10.0%

  150     37,500   $44,429.50   $20,569.50     $64,999.00     $45,893.11   $12,600.00     $58,493.11    ($6,505.89)  -14.6%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 108
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 12 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   300

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      4,500    $3,245.66    $2,468.34      $5,714.00      $3,630.24    $1,512.00      $5,142.24      ($571.76)  -17.6%  -10.0%

   20      6,000    $4,896.23    $3,291.12      $8,187.35      $5,352.03    $2,016.00      $7,368.03      ($819.32)  -16.7%  -10.0%

   40     12,000   $11,498.49    $6,582.24     $18,080.73     $12,239.19    $4,032.00     $16,271.19    ($1,809.54)  -15.7%  -10.0%

   75     22,500   $23,052.45   $12,341.70     $35,394.15     $24,291.71    $7,560.00     $31,851.71    ($3,542.44)  -15.4%  -10.0%

  150     45,000   $47,810.94   $24,683.40     $72,494.34     $50,118.54   $15,120.00     $65,238.54    ($7,255.80)  -15.2%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 109
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 13 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   350

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      5,250    $3,583.81    $2,879.73      $6,463.54      $4,052.78    $1,764.00      $5,816.78      ($646.76)  -18.0%  -10.0%

   20      7,000    $5,347.09    $3,839.64      $9,186.73      $5,915.42    $2,352.00      $8,267.42      ($919.31)  -17.2%  -10.0%

   40     14,000   $12,400.21    $7,679.28     $20,079.49     $13,365.97    $4,704.00     $18,069.97    ($2,009.52)  -16.2%  -10.0%

   75     26,250   $24,743.18   $14,398.65     $39,141.83     $26,404.42    $8,820.00     $35,224.42    ($3,917.41)  -15.8%  -10.0%

  150     52,500   $51,192.39   $28,797.30     $79,989.69     $54,343.97   $17,640.00     $71,983.97    ($8,005.72)  -15.6%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 110
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 14 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   400

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      6,000    $3,921.95    $3,291.12      $7,213.07      $4,475.33    $2,016.00      $6,491.33      ($721.74)  -18.4%  -10.0%

   20      8,000    $5,797.95    $4,388.16     $10,186.11      $6,478.81    $2,688.00      $9,166.81    ($1,019.30)  -17.6%  -10.0%

   40     16,000   $13,301.93    $8,776.32     $22,078.25     $14,492.75    $5,376.00     $19,868.75    ($2,209.50)  -16.6%  -10.0%

   75     30,000   $26,433.90   $16,455.60     $42,889.50     $28,517.14   $10,080.00     $38,597.14    ($4,292.36)  -16.2%  -10.0%

  150     60,000   $54,573.83   $32,911.20     $87,485.03     $58,569.40   $20,160.00     $78,729.40    ($8,755.63)  -16.0%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 111
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 15 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-2 Rate Customers

Hours Use:   450

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
  <S>     <C>      <C>          <C>            <C>            <C>          <C>            <C>           <C>          <C>     <C>
   15      6,750    $4,260.10    $3,702.51      $7,962.61      $4,897.87    $2,268.00      $7,165.87      ($796.74)  -18.7%  -10.0%

   20      9,000    $6,248.81    $4,936.68     $11,185.49      $7,042.20    $3,024.00     $10,066.20    ($1,119.29)  -17.9%  -10.0%

   40     18,000   $14,203.65    $9,873.36     $24,077.01     $15,619.53    $6,048.00     $21,667.53    ($2,409.48)  -17.0%  -10.0%

   75     33,750   $28,124.62   $18,512.55     $46,637.17     $30,629.85   $11,340.00     $41,969.85    ($4,667.32)  -16.6%  -10.0%

  150     67,500   $57,955.28   $37,025.10     $94,980.38     $62,794.83   $22,680.00     $85,474.83    ($9,505.55)  -16.4%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-2                                      Proposed Rates:          G-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                            $20.21    $20.21     Customer Charge                                   $18.19    $18.19
Demand Charge   (> 10 kW)          kW x    $24.52    $11.45     Distrib/Access Demand
Energy Charge   (1st 2,000 kWh)   kWh x  $0.13282  $0.06302       Charge               (> 10 kW)          kW x    $20.22     $9.43
                (Next 150 hrs.)   kWh x  $0.03975  $0.02757     Transmission Demand
                (Additional kWh)  kWh x  $0.01784  $0.01445       Charge               (> 10 kW)          kW x     $1.85     $0.87
-----------------------------------------------------------     Distrib/Access Energy
Base Bill                                Subtotal  Subtotal       Charge               (1st 2,000 kWh)   kWh x  $0.13267  $0.06985
                                                                                       (Next 150 hrs.)   kWh x  $0.04891  $0.03795
Retail Fuel & Purchased Power                                                          (Additional kWh)  kWh x  $0.02919  $0.02614
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               (1st 2,000 kWh)   kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            (Next 150 hrs.)   kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00381  $0.00381                            (Additional kWh)  kWh x  $0.00000  $0.00000
-----------------------------------------------------------     ------------------------------------------------------------------
Combined Adjustment Charge               $0.04571  $0.04571     Delivery Component                              Subtotal  Subtotal

                                                                Generation Charge      (1st 2,000 kWh)   kWh x  $0.02800  $0.02800
                                                                                       (Next 150 hrs.)   kWh x  $0.02800  $0.02800
                                                                                       (Additional kWh)  kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 112
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 16 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   250

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>          <C>          <C>              <C>          <C>            <C>          <C>            <C>     <C>
  600    150,000  $138,567.40   $82,674.00    $221,241.40    $148,701.55   $50,400.00    $199,101.55   ($22,139.85)  -16.0%  -10.0%

  800    200,000  $183,702.81  $110,232.00    $293,934.81    $197,320.45   $67,200.00    $264,520.45   ($29,414.36)  -16.0%  -10.0%

1,000    250,000  $228,838.23  $137,790.00    $366,628.23    $245,939.35   $84,000.00    $329,939.35   ($36,688.88)  -16.0%  -10.0%

1,500    375,000  $341,676.76  $206,685.00    $548,361.76    $367,486.61  $126,000.00    $493,486.61   ($54,875.15)  -16.1%  -10.0%

3,000    750,000  $680,192.36  $413,370.00  $1,093,562.36    $732,128.37  $252,000.00    $984,128.37  ($109,433.99)  -16.1%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 113
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 17 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   300

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>      <C>          <C>          <C>              <C>          <C>          <C>            <C>            <C>     <C>
  600    180,000  $145,698.72   $99,208.80    $244,907.52    $159,918.51   $60,480.00    $220,398.51   ($24,509.01)  -16.8%  -10.0%

  800    240,000  $193,211.24  $132,278.40    $325,489.64    $212,276.39   $80,640.00    $292,916.39   ($32,573.25)  -16.9%  -10.0%

1,000    300,000  $240,723.77  $165,348.00    $406,071.77    $264,634.28  $100,800.00    $365,434.28   ($40,637.49)  -16.9%  -10.0%

1,500    450,000  $359,505.07  $248,022.00    $607,527.07    $395,529.00  $151,200.00    $546,729.00   ($60,798.07)  -16.9%  -10.0%

3,000    900,000  $715,848.98  $496,044.00  $1,211,892.98    $788,213.17  $302,400.00  $1,090,613.17  ($121,279.81)  -16.9%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 114
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:  RATE G-3                                          Attachment 1
                                                               Exhibit 4
                                                               Page 18 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   350

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>        <C>          <C>          <C>              <C>          <C>          <C>            <C>            <C>     <C>
  600    210,000  $152,830.05  $115,743.60    $268,573.65    $171,135.47   $70,560.00    $241,695.47   ($26,878.18)  -17.6%  -10.0%

  800    280,000  $202,719.68  $154,324.80    $357,044.48    $227,232.34   $94,080.00    $321,312.34   ($35,732.14)  -17.6%  -10.0%

1,000    350,000  $252,609.31  $192,906.00    $445,515.31    $283,329.22  $117,600.00    $400,929.22   ($44,586.09)  -17.7%  -10.0%

1,500    525,000  $377,333.38  $289,359.00    $666,692.38    $423,571.40  $176,400.00    $599,971.40   ($66,720.98)  -17.7%  -10.0%

3,000  1,050,000  $751,505.60  $578,718.00  $1,330,223.60    $844,297.97  $352,800.00  $1,197,097.97  ($133,125.63)  -17.7%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 115
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 19 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   400

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>        <C>          <C>          <C>              <C>          <C>          <C>            <C>            <C>     <C>
  600    240,000  $159,961.37  $132,278.40    $292,239.77    $182,352.42   $80,640.00    $262,992.42   ($29,247.35)  -18.3%  -10.0%

  800    320,000  $212,228.11  $176,371.20    $388,599.31    $242,188.29  $107,520.00    $349,708.29   ($38,891.02)  -18.3%  -10.0%

1,000    400,000  $264,494.85  $220,464.00    $484,958.85    $302,024.15  $134,400.00    $436,424.15   ($48,534.70)  -18.3%  -10.0%

1,500    600,000  $395,161.69  $330,696.00    $725,857.69    $451,613.80  $201,600.00    $653,213.80   ($72,643.89)  -18.4%  -10.0%

3,000  1,200,000  $787,162.22  $661,392.00  $1,448,554.22    $900,382.76  $403,200.00  $1,303,582.76  ($144,971.46)  -18.4%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 116
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 20 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   450

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>        <C>          <C>          <C>              <C>          <C>          <C>            <C>            <C>     <C>
  600    270,000  $167,092.70  $148,813.20    $315,905.90    $193,569.38   $90,720.00    $284,289.38   ($31,616.52)  -18.9%  -10.0%

  800    360,000  $221,736.54  $198,417.60    $420,154.14    $257,144.23  $120,960.00    $378,104.23   ($42,049.91)  -19.0%  -10.0%

1,000    450,000  $276,380.39  $248,022.00    $524,402.39    $320,719.08  $151,200.00    $471,919.08   ($52,483.31)  -19.0%  -10.0%

1,500    675,000  $412,990.00  $372,033.00    $785,023.00    $479,656.20  $226,800.00    $706,456.20   ($78,566.80)  -19.0%  -10.0%

3,000  1,350,000  $822,818.84  $744,066.00  $1,566,884.84    $956,467.56  $453,600.00  $1,410,067.56  ($156,817.28)  -19.1%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 117
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE G-3                                         Attachment 1
                                                               Exhibit 4
                                                               Page 21 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on G-3 Rate Customers

Hours Use:   500

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                              Present Rates                              Proposed Rates                           Difference
Average Monthly                Adjustment      Annual        Delivery       Energy        Annual       Difference     % of   % of
   kW        kWh     Base        Factors        Total        Component     Component       Total        In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>        <C>          <C>          <C>            <C>            <C>          <C>            <C>            <C>     <C>
  600    300,000  $174,224.02  $165,348.00    $339,572.02    $204,786.34  $100,800.00    $305,586.34   ($33,985.68)  -19.5%  -10.0%

  800    400,000  $231,244.97  $220,464.00    $451,708.97    $272,100.18  $134,400.00    $406,500.18   ($45,208.79)  -19.6%  -10.0%

1,000    500,000  $288,265.92  $275,580.00    $563,845.92    $339,414.01  $168,000.00    $507,414.01   ($56,431.91)  -19.6%  -10.0%

1,500    750,000  $430,818.31  $413,370.00    $844,188.31    $507,698.60  $252,000.00    $759,698.60   ($84,489.71)  -19.6%  -10.0%

3,000  1,500,000  $858,475.45  $826,740.00  $1,685,215.45  $1,012,552.35  $504,000.00  $1,516,552.35  ($168,663.10)  -19.6%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          G-3                                      Proposed Rates:          G-3
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                    <C>               <C>    <C>       <C>
Customer Charge                           $263.43   $263.43     Customer Charge                                  $237.07   $237.07
Demand Charge                      kW x    $20.54     $9.83     Distrib/Access Demand
Energy Charge   On-Peak           kWh x  $0.03600  $0.02486       Charge                                  kW x    $17.46     $7.83
                Off-Peak          kWh x  $0.01617  $0.01294     Transmission Demand
-----------------------------------------------------------       Charge                                  kW x     $1.02     $1.02
Base Bill                                Subtotal  Subtotal     Distrib/Access Energy
                                                                  Charge               On-Peak           kWh x  $0.04572  $0.03571
Retail Fuel & Purchased Power                                                          Off-Peak          kWh x  $0.02789  $0.02497
  Charge                          kWh x  $0.03709  $0.03709     Transmission Energy
Net Performance Adjustment                                        Charge               On-Peak           kWh x  $0.00000  $0.00000
  Charge                          kWh x  $0.00481  $0.00481                            Off-Peak          kWh x  $0.00000  $0.00000
DSM                               kWh x  $0.00403  $0.00403     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04593  $0.04593
                                                                Generation Charge      On-Peak           kWh x  $0.02800  $0.02800
                                                                                       Off-Peak          kWh x  $0.02800  $0.02800
</TABLE>

<PAGE> 118
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-1                                         Attachment 1
                                                               Exhibit 4
                                                               Page 22 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-1 Rate Customers

<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Average               Present Rates                        Proposed Rates                        Difference
Monthly                Adjustment     Annual      Delivery    Energy        Annual      Difference   % of    % of
  kWh        Base        Factors       Total      Component  Component       Total      In Totals    Base    Total
-------------------------------------------------------------------------------------------------------------------
  <S>      <C>           <C>         <C>          <C>         <C>          <C>          <C>          <C>     <C>
  200        $380.15     $109.06       $489.21      $373.02    $67.20        $440.22     ($48.99)    -12.9%  -10.0%

  300        $502.66     $163.58       $666.24      $498.75   $100.80        $599.55     ($66.69)    -13.3%  -10.0%

  400        $625.18     $218.11       $843.29      $624.48   $134.40        $758.88     ($84.41)    -13.5%  -10.0%

  500        $747.69     $272.64     $1,020.33      $750.21   $168.00        $918.21    ($102.12)    -13.7%  -10.0%

  600        $870.20     $327.17     $1,197.37      $875.94   $201.60      $1,077.54    ($119.83)    -13.8%  -10.0%

  700        $992.72     $381.70     $1,374.42    $1,001.67   $235.20      $1,236.87    ($137.55)    -13.9%  -10.0%

  800      $1,115.23     $436.22     $1,551.45    $1,127.40   $268.80      $1,396.20    ($155.25)    -13.9%  -10.0%

  900      $1,237.74     $490.75     $1,728.49    $1,253.13   $302.40      $1,555.53    ($172.96)    -14.0%  -10.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-1                                      Proposed Rates:          T-1
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>             <C>               <C>    <C>       <C>          <C>                                      <C>    <C>       <C>
Customer Charge                            $11.26    $11.26     Customer Charge                                   $10.13    $10.13
Energy Charge   On-Peak           kWh x  $0.25689  $0.11063     Distrib/Access On-Peak Charge            kWh x  $0.23648  $0.10894
                Off-Peak          kWh x  $0.01784  $0.01445     Distrib/Access Off-Peak Charge           kWh x  $0.02805  $0.02509
-----------------------------------------------------------     Transmission On-Peak Charge              kWh x  $0.00761  $0.00351
Base Bill                                Subtotal  Subtotal     Transmission On-Peak Charge              kWh x  $0.00090  $0.00081
                                                                ------------------------------------------------------------------
Retail Fuel & Purchased Power                                   Delivery Component                              Subtotal  Subtotal
  Charge                          kWh x  $0.03709  $0.03709
Net Performance Adjustment                                      Generation Charge
  Charge                          kWh x  $0.00481  $0.00481                            On-Peak           kWh x  $0.02800  $0.02800
DSM                               kWh x  $0.00354  $0.00354                            Off-Peak          kWh x  $0.02800  $0.02800
-----------------------------------------------------------
Combined Adjustment Charge               $0.04544  $0.04544
</TABLE>

<PAGE> 119
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 23 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 200

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   20,000   $27,125.36   $10,970.40   $38,095.76   $27,563.03    $6,720.00   $34,283.03   ($3,812.73)  -14.1%  -10.0%

    300    250   50,000   $68,416.03   $27,426.00   $95,842.03   $69,449.92   $16,800.00   $86,249.92   ($9,592.11)  -14.0%  -10.0%

  1,000    500  100,000  $135,997.58   $54,852.00  $190,849.58  $138,149.00   $33,600.00  $171,749.00  ($19,100.58)  -14.0%  -10.0%

> 1,000  1,000  200,000  $272,545.01  $109,704.00  $382,249.01  $276,792.75   $67,200.00  $343,992.75  ($38,256.26)  -14.0%  -10.0%

> 1,000  1,500  300,000  $406,320.19  $164,556.00  $570,876.19  $412,941.71  $100,800.00  $513,741.71  ($57,134.48)  -14.1%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 120
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 24 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 250

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   25,000   $28,470.74   $13,713.00   $42,183.74   $29,561.92    $8,400.00   $37,961.92   ($4,221.82)  -14.8%  -10.0%

    300    250   62,500   $71,779.48   $34,282.50  $106,061.98   $74,447.13   $21,000.00   $95,447.13  ($10,614.85)  -14.8%  -10.0%

  1,000    500  125,000  $142,724.48   $68,565.00  $211,289.48  $148,143.42   $42,000.00  $190,143.42  ($21,146.06)  -14.8%  -10.0%

> 1,000  1,000  250,000  $285,998.81  $137,130.00  $423,128.81  $296,781.59   $84,000.00  $380,781.59  ($42,347.22)  -14.8%  -10.0%

> 1,000  1,500  375,000  $426,500.89  $205,695.00  $632,195.89  $442,924.97  $126,000.00  $568,924.97  ($63,270.92)  -14.8%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 121
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 25 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 300

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   30,000   $29,816.12   $16,455.60   $46,271.72   $31,560.80   $10,080.00   $41,640.80   ($4,630.92)  -15.5%  -10.0%

    300    250   75,000   $75,142.93   $41,139.00  $116,281.93   $79,444.34   $25,200.00  $104,644.34  ($11,637.59)  -15.5%  -10.0%

  1,000    500  150,000  $149,451.38   $82,278.00  $231,729.38  $158,137.84   $50,400.00  $208,537.84  ($23,191.54)  -15.5%  -10.0%

> 1,000  1,000  300,000  $299,452.60  $164,556.00  $464,008.60  $316,770.43  $100,800.00  $417,570.43  ($46,438.17)  -15.5%  -10.0%

> 1,000  1,500  450,000  $446,681.58  $246,834.00  $693,515.58  $472,908.23  $151,200.00  $624,108.23  ($69,407.35)  -15.5%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 122
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 26 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 350

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   35,000   $31,161.50   $19,198.20   $50,359.70   $33,559.68   $11,760.00   $45,319.68   ($5,040.02)  -16.2%  -10.0%

    300    250   87,500   $78,506.38   $47,995.50  $126,501.88   $84,441.55   $29,400.00  $113,841.55  ($12,660.33)  -16.1%  -10.0%

  1,000    500  175,000  $156,178.28   $95,991.00  $252,169.28  $168,132.26   $58,800.00  $226,932.26  ($25,237.02)  -16.2%  -10.0%

> 1,000  1,000  350,000  $312,906.40  $191,982.00  $504,888.40  $336,759.27  $117,600.00  $454,359.27  ($50,529.13)  -16.1%  -10.0%

> 1,000  1,500  525,000  $466,862.28  $287,973.00  $754,835.28  $502,891.49  $176,400.00  $679,291.49  ($75,543.79)  -16.2%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 123
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 27 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 400

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   40,000   $32,506.88   $21,940.80   $54,447.68   $35,558.57   $13,440.00   $48,998.57   ($5,449.11)  -16.8%  -10.0%

    300    250  100,000   $81,869.83   $54,852.00  $136,721.83   $89,438.76   $33,600.00  $123,038.76  ($13,683.07)  -16.7%  -10.0%

  1,000    500  200,000  $162,905.18  $109,704.00  $272,609.18  $178,126.68   $67,200.00  $245,326.68  ($27,282.50)  -16.7%  -10.0%

> 1,000  1,000  400,000  $326,360.19  $219,408.00  $545,768.19  $356,748.11  $134,400.00  $491,148.11  ($54,620.08)  -16.7%  -10.0%

> 1,000  1,500  600,000  $487,042.97  $329,112.00  $816,154.97  $532,874.75  $201,600.00  $734,474.75  ($81,680.22)  -16.8%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 124
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE T-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 28 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on T-2 Rate Customers

Hours Use: 450

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Maximum                              Present Rates                          Proposed Rates                        Difference
Ratchet  Average Monthly              Adjustment     Annual      Delivery      Energy       Annual      Difference    % of   % of
  kW      kW      kWh       Base        Factors       Total      Component    Component      Total      In Totals     Base   Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>      <C>          <C>          <C>          <C>          <C>          <C>          <C>           <C>     <C>
    150    100   45,000   $33,852.26   $24,683.40   $58,535.66   $37,557.45   $15,120.00   $52,677.45   ($5,858.21)  -17.3%  -10.0%

    300    250  112,500   $85,233.28   $61,708.50  $146,941.78   $94,435.97   $37,800.00  $132,235.97  ($14,705.81)  -17.3%  -10.0%

  1,000    500  225,000  $169,632.08  $123,417.00  $293,049.08  $188,121.10   $75,600.00  $263,721.10  ($29,327.98)  -17.3%  -10.0%

> 1,000  1,000  450,000  $339,813.99  $246,834.00  $586,647.99  $376,736.95  $151,200.00  $527,936.95  ($58,711.04)  -17.3%  -10.0%

> 1,000  1,500  675,000  $507,223.67  $370,251.00  $877,474.67  $562,858.01  $226,800.00  $789,658.01  ($87,816.66)  -17.3%  -10.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          T-2                                      Proposed Rates:          T-2
                                           Summer    Winter                                                       Summer    Winter
                                           ------    ------                                                       ------    ------
<S>                      <C>             <C>       <C>          <C>                      <C>                    <C>       <C>
Customer Charge with                                            Customer Charge with
  Ratchet kW =           First 150 kW      $30.86    $30.86       Ratchet kW =           First 150 kW             $27.77    $27.77
                         < 300 kW         $127.37   $127.37                              < 300 kW                $114.62   $114.62
                         > 300 kW         $185.20   $185.20                              > 300 kW                $166.67   $166.67
                         > 1,000 kW       $416.22   $416.22                              > 1,000 kW              $374.57   $374.57
Demand Charge                 kW x         $24.52    $11.45     Distrib/Access
Energy Charge   On-Peak      kWh x       $0.03975  $0.02757       Demand Charge               kW x                $21.09     $9.32
                Off-Peak     kWh x       $0.01784  $0.01445     Transmission
-----------------------------------------------------------       Demand Charge               kW x                 $0.98     $0.98
Base Bill                                Subtotal  Subtotal     Distrib/Access
                                                                  Energy Charge  On-Peak     kWh x              $0.04890  $0.03795
Retail Fuel & Purchased                                                          Off-Peak    kWh x              $0.02919  $0.02614
  Power Charge               kWh x       $0.03709  $0.03709     Transmission
Net Performance                                                   Energy Charge  On-Peak     kWh x              $0.00000  $0.00000
  Adjustment Charge          kWh x       $0.00481  $0.00481                      Off-Peak    kWh x              $0.00000  $0.00000
DSM                          kWh x       $0.00381  $0.00381     ------------------------------------------------------------------
-----------------------------------------------------------     Delivery Component                              Subtotal  Subtotal
Combined Adjustment Charge               $0.04571  $0.04571
                                                                Generation
                                                                  Charge         On-Peak     kWh x              $0.02800  $0.02800
                                                                                 Off-Peak    kWh x              $0.02800  $0.02800
</TABLE>

<PAGE> 125
<TABLE>
File Name:  S\SHARED\SALESGEN\TYPCBILL\TYP98SE2.WK4            Boston Edison Company
Last Update:  28-May-97                                        M.D.P.U. Nos. 96-100 & 96-23
Range Name:   RATE S-2                                         Attachment 1
                                                               Exhibit 4
                                                               Page 29 of 29

                              Boston Edison Company
                               Settlement Proposal
      1998 Rate Designs (Seasonality & Time-of-Use in Access & Distribution)
                           Impact on S-2 Rate Customers

<CAPTION>
------------------------------------------------------------------------------------------------------------------
Average             Present Rates                        Proposed Rates                         Difference
Monthly              Adjustment     Annual    Delivery       Energy       Annual    Difference     % of     % of
  kWh      Base        Factors       Total    Component    Component       Total    In Totals      Base     Total
------------------------------------------------------------------------------------------------------------------
 <S>     <C>          <C>          <C>        <C>        <C>             <C>        <C>         <C>         <C>
 2,600   $1,907.16    $1,307.28    $3,214.44  $2,019.10    $873.60       $2,892.70  ($321.74)   -16.9%      -10.0%

 3,000   $2,184.12    $1,508.40    $3,692.52  $2,314.92  $1,008.00       $3,322.92  ($369.60)   -16.9%      -10.0%

 3,400   $2,461.08    $1,709.52    $4,170.60  $2,610.74  $1,142.40       $3,753.14  ($417.46)   -17.0%      -10.0%

 3,800   $2,738.04    $1,910.64    $4,648.68  $2,906.57  $1,276.80       $4,183.37  ($465.31)   -17.0%      -10.0%

 4,200   $3,015.00    $2,111.76    $5,126.76  $3,202.39  $1,411.20       $4,613.59  ($513.17)   -17.0%      -10.0%

 4,600   $3,291.96    $2,312.88    $5,604.84  $3,498.22  $1,545.60       $5,043.82  ($561.02)   -17.0%      -10.0%

 5,000   $3,568.92    $2,514.00    $6,082.92  $3,794.04  $1,680.00       $5,474.04  ($608.88)   -17.1%      -10.0%

 5,400   $3,845.88    $2,715.12    $6,561.00  $4,089.86  $1,814.40       $5,904.26  ($656.74)   -17.1%      -10.0%
------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Present Rates          S-2                                      Proposed Rates:          S-2
<S>                                   <C>    <C>          <C>                    <C>    <C>
Customer Charge                                 $8.91     Customer Charge                  $8.02
Energy Charge                         kWh x  $0.05770     Distrib/Access Charge  kWh x  $0.06001
-----------------------------------------------------     Transmission Charge    kWh x  $0.00162
Base Bill                                    Subtotal     --------------------------------------
                                                          Delivery Component            Subtotal
Retail Fuel & Purchased Power Charge  kWh x  $0.03709
Net Performance Adjustment Charge     kWh x  $0.00481
DSM                                   kWh x  $0.00000     Generation Charge      kWh x  $0.02800
-----------------------------------------------------
Combined Adjustment Charge                   $0.04190
</TABLE>

<PAGE> 126










                                  Attachment 1

                                   Exhibit 5

                               1998 Rate Schedules

<PAGE> 127
                    B O S T O N   E D I S O N   C O M P A N Y
                    -----------------------------------------

               S C H E D U L E   O F   E L E C T R I C   R A T E S
               ---------------------------------------------------


     Applying to all territory served by the Company in the following cities
and towns:  Acton, Arlington, Ashland, Bedford, Bellingham, Boston, Brookline,
Burlington, Canton, Carlisle, Chelsea, Dedham, Dover, Framingham, Holliston,
Hopkinton, Lexington, Lincoln, Maynard, Medfield, Medway, Millis, Milton,
Natick, Needham, Newton, Norfolk, Sharon, Sherborn, Somerville, Stoneham,
Sudbury, Walpole, Waltham, Watertown, Wayland, Weston, Westwood, Winchester
and Woburn.


<TABLE>
                                TABLE OF CONTENTS
                                -----------------

<CAPTION>
RATE SCHEDULE                                               M.D.P.U.
-------------                                               --------
     <S>                                                      <C>
     TERMS AND CONDITIONS.................................    839
     STANDARD OFFER.......................................    840
     STANDARD OFFER ADJUSTMENT PROVISION..................    841
     SHORT-RUN QUALIFYING FACILITY POWER PURCHASE RATE....    842
     GENERAL SERVICE RATE G-1.............................    843
     GENERAL SERVICE RATE G-2.............................    844
     GENERAL SERVICE RATE G-3.............................    845
     OPTIONAL TIME OF USE RATE T-1........................    846
     TIME OF USE RATE T-2.................................    847
     RESIDENCE RATE R-1...................................    848
     RESIDENCE RATE R-2...................................    849
     RESIDENCE RATE R-3...................................    850
     OPTIONAL TIME OF USE RATE R-4........................    851
     STREET LIGHTING RATE S-1.............................    852
     STREET LIGHTING ENERGY RATE S-2......................    853
     OUTDOOR LIGHTING RATE S-3............................    854
     MISCELLANEOUS CHARGES................................    855
     INTERRUPTIBLE LOAD CREDIT I-C........................    856
     INTERRUPTIBLE LOAD CREDIT I-N........................    857
     ECONOMIC DEVELOPMENT RATE E..........................    858
     TRANSMISSION SERVICE COST ADJUSTMENT PROVISION.......    859
     ACCESS COST ADJUSTMENT PROVISION.....................    860
     TRANSITION TRUE-UP CHARGE............................    861
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 128
                                               M.D.P.U. No. 839
                                               Sheet 1
                                               Canceling M.D.P.U. No. 818


                              BOSTON EDISON COMPANY

                              TERMS AND CONDITIONS
                              --------------------



                   Applicable to all Rates for Electric Service
                   --------------------------------------------



                     [ This tariff will be filed with the
                       Department by July 1, 1997 per
                       Section I.B.8 of the Settlement
                       Agreement and is not a condition
                       of the settlement. ]

<PAGE> 129
                                               M.D.P.U. No. 840
                                               Sheet 1


                              BOSTON EDISON COMPANY

                                 STANDARD OFFER
                                 --------------


AVAILABILITY

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  After the Retail Access Date customers are free to leave the
Standard Offer at any time to purchase from an alternative supplier.  However,
once the market option is selected, a customer may not return to service at
Standard Offer prices.  The only exception is during the first year after the
Retail Access Date, when all Rate R-1, R-2, R-3, R-4, T-1, and G-1 customers
who elect to take service from an alternative supplier may return to service
at Standard Offer prices provided that such election is made within 90 days
of first taking service from the alternative supplier.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


DEFINITION

     The Standard Offer energy service is provided by energy suppliers who are
designated by the Company to Customers for a fixed period at specified rates.
A Standard Offer Service Customer will pay for Standard Offer Service
according to the Term, Rate, Adjustment, and Availability provisions set forth
below.


TERM

     The Company shall arrange to provide Standard Offer Service for the
period from the effective date of this tariff through December 31, 2004.


RATE

     The Standard Offer rate will be fixed on the following schedule.
Standard Offer rates may be modified according to the Adjustment provision
below.

<TABLE>
<CAPTION>
          Calendar Year              Average Price per kilowatt hour
          -------------              -------------------------------
              <S>                               <C>
              1998                              2.8 cents
              1999                              3.1 cents
              2000                              3.4 cents
              2001                              3.8 cents
              2002                              4.2 cents
              2003                              4.7 cents
              2004                              5.1 cents
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 130
                                               M.D.P.U. No. 840
                                               Sheet 2


                              BOSTON EDISON COMPANY

                                 STANDARD OFFER
                                 --------------


     The Company's charges for Standard Offer Service are included as a
separate surcharge to the rates for retail delivery service that apply to all
retail customers.


ADJUSTMENT

     Standard Offer Service will be put out to bid to interested energy
suppliers and all obligations are fully reconciling.  The Company shall
reconcile the revenues billed to retail customers taking Standard Offer
Service against payments to suppliers of Standard Offer service and refund
or recover any over or undercollections on the following terms:

1.   Overcollections

     Any revenues billed by the Company for Standard Offer Service in excess
of payments to suppliers of that service shall be accumulated in an account
and credited with interest using the methodology for calculating interest on
customer deposits specified in the Company's terms and conditions.  The
accumulated balance at the end of each calendar year shall be credited to all
the Company's retail delivery customers through a uniform cents per kilowatt-
hour factor the following year.

2.   Undercollections

     Standard Offer Rates may also be adjusted from time to time to reflect
changes in the Standard Offer Service Fuel Index or to recover deferred costs
that result from undercollection of expenses for Standard Offer Service as
provided below.  These adjustments shall be collected through the Standard
Offer Surcharge as a uniform cents per kilowatt-hour surcharge on the prices
for Standard Offer Service.

     For any revenues billed by the Company that do not recover the Company's
payments to suppliers or for any expenses the Company defers to meet the
inflation cap established in Section I.B.9 of the Settlement Agreement, Boston
Edison shall be authorized to accumulate the deficiencies together with
interest and to recover those amounts by implementing a uniform cents per
kilowatthour surcharge on the rates for Standard Offer Service, if and to the
extent that the access charges billed by Boston Edison to its retail customers
are for any reason below the unadjusted access charge listed in Attachment 3
of the Settlement Agreement.  Under-recoveries, if any, that remain after the
standard offer transition period ends on December 31, 2004 shall be recovered
from all retail customers by a uniform surcharge to the Standard Offer not
exceeding $0.005 per kilowatthour commencing on January 1, 2005.

     Not withstanding any other provisions, in the event the deferred costs
under the Standard Offer at any time accumulate to an amount in excess of
$50 million, Boston Edison shall be

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 131
                                               M.D.P.U. No. 840
                                               Sheet 3


                              BOSTON EDISON COMPANY

                                 STANDARD OFFER
                                 --------------


authorized to fully recover the amount of deferred costs in excess of $50
million by filing with the Department a Standard Offer Surcharge.  Such
Standard Offer Surcharge will be designed to recover the deferred excess costs
forecast for the next twelve (12) months on an annual basis and shall go into
effect sixty (60) days following the filing with the Department.  The
collection of deferred excess costs will be through a uniform cents per kWh
surcharge to the Standard Offer until such time as the amount of energy
consumed by retail customers receiving Standard Offer Service reduces to 15
percent of the energy delivered to all retail customers.  At that point, the
surcharge will be billed to all retail customers through the delivery charge.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 132
                                               M.D.P.U. No. 841
                                               Sheet 1


                              BOSTON EDISON COMPANY

                       STANDARD OFFER ADJUSTMENT PROVISION
                       -----------------------------------


     The Standard Offer Adjustment shall be used to collect surcharges on the
prices for Standard Offer Service through a uniform cents per kilowatt-hour
factor.

     Each adjustment of the prices under the Company's applicable rates shall
be in accordance with the following:

          The Customer Rate in effect for a given billing month is multiplied
          by a "Fuel Adjustment" that is set equal to 1.0 and thus has no
          impact on Distribution Company Rates unless the "Market Gas Price"
          plus "Market Oil Price" for the billing month exceeds the "Fuel
          ----
          Trigger Point" then in effect, where:

          Market Gas Price is the average of the values of "Gas Index" for the
          ----------------
          most recent twelve months through and including the billing month,
          where:

          Gas Index is the average of the daily settlement prices for the last
          ---------
          three days that the NYMEX Contract (as defined below) for the month
          of delivery trades as reported in the "Wall Street Journal",
          expressed in dollars per MMBtu.  NYMEX Contract shall mean the New
          York Mercantile Exchange Natural Gas Futures Contract as approved by
          the Commodity Futures Trading Commission for the purchase and sale
          of natural gas at Henry Hub;

          Market Oil Price is the average of the values of "Oil Index" for the
          ----------------
          most recent twelve months through and including the billing month,
          where:

          Oil Index is the average for the month of the daily low quotations
          ---------
          for cargo delivery of 1.0% sulphur No. 6 residual fuel oil into New
          York Harbor, as reported in "Platt's Pilgrim U.S. Markets Can" in
          dollars per barrel and converted to dollars per MMBtu by dividing by
          6.3; and

          If the indices referred to above should become obsolete or no longer
          suitable, the distribution company shall file alternate indices with
          the Department.

          Fuel Trigger Point is the following amounts, expressed in dollars
          ------------------
          per MMBtu, applicable for all months in the specified calendar year:

<TABLE>
                                   <S>           <C>
                                   2000          $5.35/MMBtu
                                   2001          $5.35
                                   2002          $6.09
                                   2003          $7.01
                                   2004          $7.74
</TABLE>

          In the event that the Fuel Trigger Point is exceeded, the Fuel
          Adjustment value for the billing month is determined based according
          to the following formula:

Fuel  =    (Market Gas Price + $0.60/MMBtu) + (Market Oil Price + $0.04/MMBtu)
Adjustment -------------------------------------------------------------------
                          Fuel Trigger Point + $0.60 + $0.04/MMBtu

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 133
                                               M.D.P.U. No. 841
                                               Sheet 2


                              BOSTON EDISON COMPANY

                       STANDARD OFFER ADJUSTMENT PROVISION
                       -----------------------------------


          Where:  Market Gas Price, Market Oil Price and Fuel Trigger Point
          are as defined above.  The values of $0.60 and $0.04/MMBtu represent
          for gas and oil respectively, estimated basis differentials or
          market costs of transportation from the point where the index is
          calculated to a proxy power plant in the New England market.

          For example, if at a point in the year 2002 the Market Gas Price and
          Market Oil Price total $6.50 ($3.30/MMBtu plus $3.00/MMBtu
          respectively), the Fuel Trigger Point of $6.09 would be exceeded.
          In this case the Fuel Adjustment value would be

                  ($3.50 + $0.60/MMBtu) + ($3.00 + $0.04/MMBtu) = 1.0609
                  ------------------------------------------------------
                                $6.09 + $0.60 + $0.04/MMBtu

          The customer Rate paid to the distribution company is increased by
          this Fuel Adjustment factor for the billing month, becoming
          4.4548 cents/kWh (4.2 x 1.0609).

          In subsequent months the same comparisons are made and, if
          applicable, a Fuel Adjustment determined.

          Incremental revenues received by the distribution company as the
          result of a Fuel Adjustment would be allocated to Standard Offer
          suppliers in proportion to the Standard Offer energy provided by a
          supplier to the distribution company in the applicable billing
          month.

     A notice filed with the Department of Public Utilities (the Department)
setting forth the amount of the applicable Standard Offer Adjustment, the
amount of the increase and the effective Standard Offer charge in the
Company's rates as adjusted to reflect the new Standard Offer Adjustment
amount.  The notice shall further specify the effective date of such
adjustment, which shall not be earlier than thirty days after the filing of
the notice, or such other date as the Department may authorize.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 134
                                               M.D.P.U. No. 842
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 819


                              BOSTON EDISON COMPANY

                SHORT-RUN QUALIFYING FACILITY POWER PURCHASE RATE
                -------------------------------------------------


AVAILABILITY

     Service under this rate is available upon written application to the
Company and execution of a service agreement for the purchase by the Company
of electricity from qualifying small power producers or cogenerators in
accordance with 220 Code of Massachusetts Regulations 8.00 et seq.  The
                                                            -- ---
Company's obligation to purchase electricity under this rate is preconditioned
upon compliance with the requirements applicable to qualifying small power
producers or cogenerators contained in the following Company publications:
Information and Requirements for Electric Service; Guidelines - Parallel
Operation of Customer Generation; and Interconnection Guidelines.


POWER PURCHASE RATE

     (a)  Energy Purchase Rate
          --------------------

          In accordance with 220 CMR 8.04(4)(d), the Company will pay for
          energy furnished to it under the terms of this rate schedule at a
          price, separately applied to each rating period defined below,
          computed according to the following formula:

               ER  =   (F  +  O&M + SS) x (1 + LL)

               where:  ER    =  Energy purchase rate
                       F     =  Avoided fuel cost
                       O&M   =  Avoided operations and maintenance expense
                       SS    =  Avoided cost of a NEPOOL savings share
                       LL    =  Cumulative line loss factor

     (b)  Short-Run Capacity Rate
          -----------------------

          In accordance with 220 CMR 8.04(5)&(6), to the extent that the sale
          by the qualifying facility to the Company is recognized by NEPOOL as
          a capacity sale that contributes toward meeting the Company's
          capability responsibility, the Company will also pay for capacity
          furnished to it under the terms of this rate schedule when the
          Company is capacity-deficient or otherwise would be capacity-
          deficient without short-run power purchases from qualifying
          facilities.  The price for such short-run avoidable capacity shall
          be calculated on a kilowatthour basis by voltage level according to
          the following formula:

               SR  =   (CC/PKH x EAF)) x (1 + DL)

               where:  SR    =  The short-run capacity rate.
                       CC    =  The NEPOOL Capability Responsibility
                                  Adjustment Charge.
                       PKH   =  The number of peak hours in the year.
                       EAF   =  The equivalent availability factor of a
                                  typical utility peaking unit.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 135
                                               M.D.P.U. No. 842
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 819


                              BOSTON EDISON COMPANY

                SHORT-RUN QUALIFYING FACILITY POWER PURCHASE RATE
                -------------------------------------------------


                       DL    =  The cumulative demand loss factor as a decimal
                                  during the peak rating period for the
                                  appropriate voltage level.  The demand loss
                                  factor represents the capacity-related
                                  losses through the utility transmission and
                                  distribution system at the time of system
                                  peak demand.

     (c)  A customer operating small power production or cogeneration
          equipment with a design capacity of 30 kilowatts or less may elect
          to sell separately metered electricity to the Company on a non-time-
          differentiated rate basis.  The non-time-differentiated rate is the
          Company's energy rate calculated over the total period.

     (d)  A customer operating small power production or cogeneration
          equipment with a design capacity of 30 kilowatts or less may also
          elect, where no separate metering is installed, to allow the
          Company's usual metering equipment to run backwards and to reduce
          the recorded amount of electricity sold to the customer.  The
          customer will receive an energy payment, but not a capacity payment,
          at the current short-run energy rate for the net energy, if any,
          delivered to the Company measured by the reduction in the meter
          reading below the reading of the previous month.  In no event,
          however, shall the customer's monthly bill without this credit be
          less than the minimum charge as stated in the Company's generally
          available rate schedule applicable to the service supplied to the
          customer.

     (e)  The purchase option selected by a customer under this section may
          not be changed more frequently than once in any twelve month period.


RATINGS PERIODS

     There shall be two rating periods for purposes of computing the Energy
Purchase Rate.

     (1)  During the months of June through September, the peak demand shall
          be the hours between 9 A.M. and 6 P.M. weekdays.  During the months
          of October through May, the peak period shall be the hours between
          8 A.M. and 9 P.M. weekdays.

     (2)  All other hours shall be off-peak including twelve Massachusetts
          holidays as follows:

          New Year's Day                    Labor Day
          Martin L. King Day                Columbus Day
          President's Day                   Veteran's Day
          Patriot's Day                     Thanksgiving Day
          Memorial Day                      Day after Thanksgiving
          Independence Day                  Christmas Day

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 136
                                               M.D.P.U. No. 842
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 819


                              BOSTON EDISON COMPANY

                SHORT-RUN QUALIFYING FACILITY POWER PURCHASE RATE
                -------------------------------------------------


INTERCONNECTION REQUIREMENTS

     (a)  Within 45 days of a request by a qualifying facility according to
          the requirements of the Company's Interconnection Guidelines, the
          Company will conduct an initial site inspection and will provide a
          written estimate of the connection cost and specifications.

     (b)  The customer shall install interconnection equipment conforming with
          the standards filed at the DPU and with the specific requirements of
          the Company based on its site inspection and engineering studies.

     (c)  The customer shall reimburse the Company for all incremental costs
          associated with the interconnection of its facilities to accommodate
          purchases under this rate including any required metering equipment.
          At the customer's option, all costs may be amortized over a period
          not in excess of 36 months.  If the charges are amortized, the
          qualifying facility will pay a monthly charge, approved by the
          Department, designed to recover the interconnection costs plus
          interest computed at the Company's average weighted cost of capital.

     (d)  The customer shall maintain such operating records as the Company
          may require from time to time and shall allow the Company at its
          request to inspect such records or the installation and operation
          of the generating equipment and the interconnection.

     (e)  The customer shall defend, indemnify and hold the Company harmless
          from and against all claims or damage to the customer's equipment or
          damage or injury to any person or property arising out of the
          customer's use of generating equipment in parallel with the
          Company's system; provided that nothing in this paragraph shall
          relieve the Company from liability for damage or injury caused by
          its own willful default or negligence.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 137
                                               M.D.P.U. No. 843
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 820


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-1
                             ------------------------


AVAILABILITY

     Service under this rate is available for all use at a single location
where the monthly demand is less than 10 kilowatts.  Demand meters will be
installed for all new customers with either a) three phase service or
b) single phase service exceeding 100 amperes.  Customers with a demand
exceeding 12 kilowatts in any month will be placed on Rate G-2.  Not available
for residential use.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


                       FOR CUSTOMERS WITHOUT DEMAND METERS


RETAIL DELIVERY SERVICES

     Customer Charge                         $8.14
     ---------------

     Distribution/Access Charges *
     ---------------------------

     Energy Charge Per Delivered kWh         October - May    June - September
                                             -------------    ----------------
                                              6.646 cents       12.926 cents

     Transmission Charge
     -------------------

     Energy Charge Per Delivered kWh          0.314 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh            2.800 cents

     Basic Energy Service (Optional)         As in effect per Tariff
     --------------------

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 138
                                               M.D.P.U. No. 843
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 820


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-1
                             ------------------------


                         FOR CUSTOMERS WITH DEMAND METERS


DELIVERY SERVICES

     Customer Charge                     $12.09
     ---------------

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
        (in excess of 10 kilowatts)          $0.28              $0.86

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        First 2,000 kWh                       6.960 cents       13.241 cents
        Next 150 hours use of the billing kW  5.612 cents        6.709 cents
        Each Additional kWh                   2.590 cents        2.895 cents

     Transmission Charge
     -------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
        (in excess of 10 kilowatts)          $3.31             $10.14

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh       2.800 cents

     Basic Energy Service (Optional)     As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 139
                                               M.D.P.U. No. 843
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 820


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-1
                             ------------------------


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is an optional service available under this tariff
for existing or new Customers who have not yet chosen a supplier other than
the Company on or after the retail access date, when retail choice becomes
available to all customers.  A Standard Offer Service Customer will pay the
Rate for Standard Offer Service set forth above in addition to the Rates for
Retail Delivery Service.  For the first year after the retail access date, if
the Customer has selected an energy supplier other than the Company, the
Customer may elect to return to Standard Offer Service by so notifying the
Company within 90 days of the date when the Customer began to purchase
electricity from the other supplier.  Otherwise, the Customer who has selected
another supplier is not eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Service from the Company in accordance with the terms and
price for Basic Energy Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.


METER READING AND BILLING

     Bills calculated under this rate schedule are due when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on a bimonthly

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 140
                                               M.D.P.U. No. 843
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 820


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-1
                             ------------------------


basis.  When bills are rendered bimonthly, the Customer Basic Monthly Charge
shall be multiplied by two.  The Company may install a demand meter on
existing customer premises where the customer use exceeds 3,000 kilowatt-hours
in any one month.


DETERMINATION OF DEMAND

     The billing demand will be the maximum fifteen-minute demand (either
kilowatts or 90 percent of the kilovolt-amperes) as determined by meter during
the monthly billing period.  Demands established prior to the application of
this rate shall be considered as having been established under this rate.


TERM OF SERVICE

     Customers served under this rate must provide the Company with two years
prior written notice before installing or allowing to be installed for its use
a non-emergency generator with a nameplate capacity greater than that in place
on the Customer's location as of October 1, 1993.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 141
                                               M.D.P.U. No. 844
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 821


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-2
                             ------------------------


AVAILABILITY

     Service under this rate is available for all use at a single location
where the service voltage is less than 10,000 volts and the monthly demand is
equal to or greater than 10 kilowatts.  Rate G-2 customers with demands less
than 8 kilowatts for at least one year will be placed on Rate G-1.  Rate G-2
customers with a monthly demand equal to or greater than 200 kW will be
evaluated for transfer to Rate T-2.  Additionally, all new customers with a
monthly demand equal to or greater than 200 kW will be placed on Rate T-2.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge               $18.19
     ---------------

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
        (in excess of 10 kilowatts)          $9.43             $20.22

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        First 2,000 kWh                       6.985 cents       13.267 cents
        Next 150 hours use of the billing kW  3.795 cents        4.891 cents
        Each Additional kWh                   2.614 cents        2.919 cents

     Transmission Charge
     -------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
        (in excess of 10 kilowatts)          $0.87              $1.85

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh         2.800 cents

     Basic Energy Service (Optional)       As in effect per Tariff
     --------------------

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 142
                                               M.D.P.U. No. 844
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 821


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-2
                             ------------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is an optional service available under this tariff
for existing or new Customers who have not yet chosen a supplier other than
the Company on or after the retail access date, when retail choice becomes
available to all customers.  A Standard Offer Service Customer will pay the
Rate for Standard Offer Service set forth above in addition to the Rates for
Retail Delivery Service.  A customer who has selected another supplier is not
eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 143
                                               M.D.P.U. No. 844
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 821


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-2
                             ------------------------


DETERMINATION OF DEMAND

     The billing demand will be the maximum fifteen-minute demand (either
kilowatts or 90 percent of the kilovolt-amperes) as determined by meter during
the monthly billing period, except any demand recorded during off-peak hours
will be reduced by 55 percent (see the Additional Meter Charge below).
Demands established prior to the application of this rate shall be considered
as having been established under this rate.

     Separately metered outdoor lighting for recreational facilities which
are owned and operated by a public authority customer of record, such as a
municipality or a state agency, may utilize this rate until it is metered for
Time of Use Rate T-2.  For such a customer, the billing demand recorded in the
billing months of June to September will be reduced by 55 percent if no use
other than outdoor recreational lighting is included under this service and
the lights are used only after 6 p.m.


BILLING

     In determining if a demand charge reduction is applicable, the following
defines the peak and off-peak periods:

          (1)  During the months of June through September, the peak period
               shall be the hours between 9 A.M. and 6 P.M. weekdays.  During
               the months of October through May, the peak period shall be the
               hours between 8 A.M. and 9 P.M. weekdays.

          (2)  All other hours shall be off-peak including twelve
               Massachusetts holidays as follows:

               New Year's Day                      Labor Day
               Martin L. King Day                  Columbus Day
               President's Day                     Veteran's Day
               Patriot's Day                       Thanksgiving Day
               Memorial Day                        Day after Thanksgiving
               Independence Day                    Christmas Day


ADDITIONAL METER CHARGE

     The customer shall be responsible for the cost of all special metering
equipment or if special metering is requested, including the cost of
installation, to ascertain the necessary billing determinants under this rate.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 144
                                               M.D.P.U. No. 844
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 821


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-2
                             ------------------------


PRIMARY CREDIT

     A credit of two percent of the total bill (not including all other tariff
adjustments and other Miscellaneous Charges and before deduction of the
Transformer Ownership Allowance) will be made when energy is metered at the
nominal voltage of 2,400 volts single phase or 4,160 volts three phase.


TRANSFORMER OWNERSHIP ALLOWANCE

     If a customer furnishes, installs, owns and maintains at his expense all
the protective devices, transformers, and other equipment required, as
specified by the Company upon request, the electricity so supplied will be
metered by the Company at line voltage and the monthly demand charges will be
reduced by 12 cents per kilowatt of demand when the demand is 75 kilowatts or
more and the nominal voltage is 2,400 volts single phase or 4,160 volts three
phase.


TERM OF SERVICE

     Customers served under this rate must provide the Company with two years
prior written notice before installing or allowing to be installed for its use
a non-emergency generator with a nameplate capacity greater than that in place
on the Customer's location as of October 1, 1993.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 145
                                               M.D.P.U. No. 845
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 822


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-3
                             ------------------------


AVAILABILITY

     Service under this rate is available for all use at a single location on
contiguous private property if service is supplied to the customer and metered
at 14,000 volts nominal or greater and if the customer furnishes, installs,
owns and maintains at his expense all protective devices, transformers and
other equipment required by the Company.  Not available for resale.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                  $237.07
     ---------------

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
                                              $7.83           $17.46

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        Peak Hours Use                         3.571 cents      4.572 cents
        Off-Peak Hours Use                     2.497 cents      2.789 cents

     Transmission Charge
     -------------------

     Demand Charge per kW               $1.02

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh             2.800 cents

     Basic Energy Service (Optional)            As in effect per Tariff
     --------------------

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 146
                                               M.D.P.U. No. 845
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 822


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-3
                             ------------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or
new Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  A customer who has selected another supplier is not eligible for
Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 147
                                               M.D.P.U. No. 845
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 822


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-3
                             ------------------------


DETERMINATION OF DEMAND

     The billing demand will be the maximum fifteen-minute demand (either
kilowatts or 90 percent of the kilovolt-amperes) as determined by meter
during the monthly billing period, except any demand recorded during off-peak
hours will be reduced by 70 percent.  Demands established prior to the
application of this rate shall be considered as having been established under
this rate.


BILLING

     In determining if a demand charge reduction is applicable, the following
defines the peak and off-peak periods:

          (1)  During the months of June through September, the peak period
               shall be the hours between 9 A.M. and 6 P.M. weekdays.  During
               the months of October through May, the peak period shall be the
               hours between 8 A.M. and 9 P.M. weekdays.

          (2)  All other hours shall be off-peak including twelve
               Massachusetts holidays as follows:

               New Year's Day                      Labor Day
               Martin L. King Day                  Columbus Day
               President's Day                     Veteran's Day
               Patriot's Day                       Thanksgiving Day
               Memorial Day                        Day after Thanksgiving
               Independence Day                    Christmas Day


TERM OF SERVICE

     Customers served under this rate must provide the Company with two years
prior written notice before installing or allowing to be installed for its use
a non-emergency generator with a nameplate capacity greater than that in place
on the Customer's location as of October 1, 1993.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 148
                                               M.D.P.U. No. 845
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 822


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE G-3
                             ------------------------


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 149
                                               M.D.P.U. No. 846
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 823


                              BOSTON EDISON COMPANY

                          OPTIONAL TIME OF USE RATE T-1
                          -----------------------------


AVAILABILITY

     Service under this rate is available for all use at a single location
where the monthly demand is less than 10 kilowatts.  Not available for
residential use.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                $10.13
     ---------------

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        Peak Hours Use                        10.894 cents     23.648 cents
        Off-Peak Hours Use                     2.509 cents      2.805 cents

     Transmission Charge
     -------------------

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        Peak Hours Use                         0.351 cents      0.761 cents
        Off-Peak Hours Use                     0.081 cents      0.090 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh             2.800 cents

     Basic Energy Service (Optional)            As in effect per Tariff
     --------------------

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 150
                                               M.D.P.U. No. 846
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 823


                              BOSTON EDISON COMPANY

                          OPTIONAL TIME OF USE RATE T-1
                          -----------------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  For the first year after the retail access date, if the Customer has
selected an energy supplier other than the Company, the Customer may elect to
return to Standard Offer Service by so notifying the Company within 90 days of
the date when the Customer began to purchase electricity from the other
supplier.  Otherwise, the Customer who has selected another supplier is not
eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 151
                                               M.D.P.U. No. 846
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 823


                              BOSTON EDISON COMPANY

                          OPTIONAL TIME OF USE RATE T-1
                          -----------------------------


BILLING PERIODS

     Two daily time periods are included in this rate as follows:

          (1)  During the months of June through September, the peak period
               shall be the hours between 9 A.M. and 6 P.M. weekdays.  During
               the months of October through May, the peak period shall be the
               hours between 8 A.M. and 9 P.M. weekdays.

          (2)  All other hours shall be off-peak including twelve
               Massachusetts holidays as follows:

               New Year's Day                      Labor Day
               Martin L. King Day                  Columbus Day
               President's Day                     Veteran's Day
               Patriot's Day                       Thanksgiving Day
               Memorial Day                        Day after Thanksgiving
               Independence Day                    Christmas Day


METER READING AND BILLING

     Bills calculated under this rate schedule are due when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on a bimonthly basis.  When bills are rendered
bimonthly, the Customer Basic Monthly Charge shall be multiplied by two.  The
Company may install a demand meter on a customer's premises where the
customer's use exceeds 3,000 kilowatt-hours in any one month so as to evaluate
the customer's load for transfer to Rate T-2.


TERM OF SERVICE

     Customers served under this rate must provide the Company with two years
prior written notice before installing or allowing to be installed for its use
a non-emergency generator with a nameplate capacity greater than that in place
on the Customer's location as of October 1, 1993.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 152
                                               M.D.P.U. No. 846
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 823


                              BOSTON EDISON COMPANY

                          OPTIONAL TIME OF USE RATE T-1
                          -----------------------------


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 153
                                               M.D.P.U. No. 847
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 824


                              BOSTON EDISON COMPANY

                              TIME OF USE RATE T-2
                              --------------------


AVAILABILITY

     Service under this rate is available for all use at a single location
where the service voltage is less than 10,000 volts and the monthly demand is
greater than or equal to 10 kW.  Customers with monthly demands less than 150
kW will be evaluated for transfer to Rate G-2.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge - The Customer Charge shall be based on the maximum
     ---------------   monthly billing demand in the most recent twelve
                       months and will be:

<TABLE>
     <S>                                                              <C>
     Annual maximum billing kW less than or equal to 150               $27.77
     Annual maximum billing kW > 150 and less than or equal to 300    $114.62
     Annual maximum billing kW > 300 and less than or equal to 1000   $166.67
     Annual maximum billing kW > 1000                                 $374.57
</TABLE>

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Demand Charge Per kW                    -------------    ----------------
                                              $9.32          $21.09

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        Peak Hours Use                         3.795 cents       4.890 cents
        Off-Peak Hours Use                     2.614 cents       2.919 cents

     Transmission Charge
     -------------------

     Demand Charge per kW           $0.98

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 154
                                               M.D.P.U. No. 847
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 824


                              BOSTON EDISON COMPANY

                              TIME OF USE RATE T-2
                              --------------------


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh         2.800 cents

     Basic Energy Service (Optional)        As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  A customer who has selected another supplier is not eligible for
Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 155
                                               M.D.P.U. No. 847
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 824


                              BOSTON EDISON COMPANY

                              TIME OF USE RATE T-2
                              --------------------


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.


PRIMARY CREDIT

     A credit of two percent of the total bill (not including all other tariff
adjustments and other Miscellaneous Charges and before deduction of the
Transformer Ownership Allowance) will be made when energy is metered at the
nominal voltage of 2,400 volts single phase or 4,160 volts three phase.


TRANSFORMER OWNERSHIP ALLOWANCE

     If a customer furnishes, installs, owns and maintains at his expense all
the protective devices, transformers, and other equipment required, as
specified by the Company upon request, the electricity so supplied will be
metered by the Company at line voltage and the monthly demand charges will be
reduced by 12 cents per kilowatt of demand when the demand is 75 kilowatts or
more and the nominal voltage is 2,400 volts single phase or 4,160 three phase.


DETERMINATION OF DEMAND

     The billing demand will be the maximum fifteen minute demand (either
kilowatts or 90 percent of the kilovolt-amperes) as determined by meter during
the monthly billing period, except any demand recorded during off-peak hours
will be reduced by 55 percent.  Demands established prior to the application
of this rate shall be considered as having been established under this rate.


BILLING

     In determining if a demand charge reduction is applicable, the following
defines the peak and off-peak periods:

          (1)  During the months of June through September, the peak period
               shall be the hours between 9 A.M. and 6 P.M. weekdays.  During
               the months of October through May, the peak period shall be the
               hours between 8 A.M. and 9 P.M. weekdays.

          (2)  All other hours shall be off-peak including twelve
               Massachusetts holidays as follows:

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 156
                                               M.D.P.U. No. 847
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 824


                              BOSTON EDISON COMPANY

                              TIME OF USE RATE T-2
                              --------------------


               New Year's Day                      Labor Day
               Martin L. King Day                  Columbus Day
               President's Day                     Veteran's Day
               Patriot's Day                       Thanksgiving Day
               Memorial Day                        Day after Thanksgiving
               Independence Day                    Christmas Day


TERM OF SERVICE

     Customers served under this rate must provide the Company with two years
prior written notice before installing or allowing to be installed for its use
a non-emergency generator with a nameplate capacity greater than that in place
on the Customer's location as of October 1, 1993.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 157
                                               M.D.P.U. No. 848
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 825


                              BOSTON EDISON COMPANY

                              RESIDENTIAL RATE R-1
                              --------------------


AVAILABILITY

     Service under this rate is available for lighting, heating and other uses
in residential premises, for service in an edifice set apart exclusively for
public worship, condominium common areas (per M.G.L. Chapter 164 Section 94H),
and cooperative apartment common areas (per DPU 1720) excluding hotels and
apartment buildings of ten or more dwelling units where the bills are not
rendered by the Company directly to the individual tenants.  Not available for
commercial or industrial use.  This rate is closed for expansion to nursing
homes.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                   $6.43
     ---------------

     Distribution/Access Charges *
     ---------------------------

     Energy Charge Per Delivered kWh    7.815 cents

     Transmission Charge
     -------------------

     Energy Charge Per kWh              0.244 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh    2.800 cents

     Basic Energy Service (Optional)   As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 158
                                               M.D.P.U. No. 848
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 825


                              BOSTON EDISON COMPANY

                              RESIDENTIAL RATE R-1
                              --------------------


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  For the first year after the retail access date, if the Customer has
selected an energy supplier other than the Company, the Customer may elect to
return to Standard Offer Service by so notifying the Company within 90 days of
the date when the Customer began to purchase electricity from the other
supplier.  Otherwise, the Customer who has selected another supplier is not
eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE:

     The minimum charge per month is the Customer Charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 159
                                               M.D.P.U. No. 848
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 825


                              BOSTON EDISON COMPANY

                              RESIDENTIAL RATE R-1
                              --------------------


APARTMENTS OR MULTIPLE DWELLINGS

     In an apartment building or residential premises having more than one
dwelling unit (but not more than nine), service may be rendered through a
single meter, but the Customer Charge shall be multiplied by two.

     On and after the date upon which the Company receives sufficient notice
from the customer that the multiple dwelling premises served is a condominium
or cooperative, the customer will be entitled to receive service to common
areas and facilities of the condominium or cooperative on this Rate, to the
extent provided by the terms of Chapter 164, section 94H and DPU 1720,
respectively.


METER READING AND BILLING

     Bills calculated under this rate schedule are payable when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on bimonthly basis.  When bills are rendered
bimonthly, the Customer Charge shall be multiplied by two.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.


TERM OF CONTRACT

     The customer may terminate delivery service at any time by giving ten
days' notice, provided that such termination is not made for the purpose of
obtaining the advantage of this rate for periods of less than one year.  If
the notice is oral, the Company may notify the customer in writing that a
written confirmation is required.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 160
                                               M.D.P.U. No. 849
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 826


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-2
                             ------------------------


AVAILABILITY

     Service under this rate is available for lighting, heating and other uses
in residential premises only to current qualified customers in an individual
private dwelling or an individual apartment, providing such customer meets the
following criteria:

     1.   Must be the head of a household or principal wage earner, and

     2.   Must be presently receiving:

          (a)  Supplemental Security Income from the Social Security
               Administration, or

          (b)  Aid to Families with Dependent Children, General Relief,
               Refugee Assistance, Medicaid, or Food Stamps from the
               Massachusetts Department of Public Welfare.

          (c)  Veteran's Service Benefits (G.L. c.115) from the Massachusetts
               Veteran Services Administration.

          (d)  Low Income Heating Energy Assistance Program (LIHEAP) services
               from a certified Community Action Program Agency.

     It is the responsibility of the customer to certify annually, by forms
provided by the Company, the continued compliance with the foregoing
qualifications.  Billing shall begin for service on this rate as of the
billing month following the date on which the Company receives verification
of eligibility from the certifying Government Agency.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                   $3.91
     ---------------

     Distribution/Access Charges *
     ---------------------------

     Energy Charge Per Delivered kWh

          without space heating qualifying
            for Rate R-1:                      4.848 cents

          with space heating qualifying      October - May    June - September
            for Rate R-3:                    -------------    ----------------
                                               4.212 cents      5.470 cents

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 161
                                               M.D.P.U. No. 849
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 826


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-2
                             ------------------------


     Transmission Charge
     -------------------

     Energy Charge Per kWh             0.242 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh             2.800 cents

     Basic Energy Service (Optional)            As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  For the first year after the retail access date, if the Customer has
selected an energy supplier other than the Company, the Customer may elect to
return to Standard Offer Service by so notifying the Company within 90 days of
the date when the Customer began to purchase electricity from the other
supplier.  Otherwise, the Customer who has selected another supplier is not
eligible for Standard Offer Service.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 162
                                               M.D.P.U. No. 849
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 826


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-2
                             ------------------------


     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


SAFETY NET SERVICE

     The Company shall arrange to provide electric supply for low-income
customers who are no longer eligible to receive Standard Offer Service and are
unable to obtain or retain electric service from competitive power suppliers.
Service under this provision shall be made available at prices, terms, and
conditions approved by the Department.  The Company shall fully recover the
reasonable costs it incurs in arranging this service.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.


METER READING AND BILLING

     Bills calculated under this rate schedule are payable when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on bimonthly basis.  When bills are rendered
bimonthly, the Customer Charge shall be multiplied by two.


TERM OF CONTRACT

     The customer may terminate delivery service at any time by giving ten
days' notice, provided that such termination is not made for the purpose of
obtaining the advantage of this rate for periods of less than one year.  If
the notice is oral, the Company may notify the customer in writing that a
written confirmation is required.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 163
                                               M.D.P.U. No. 849
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 826


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-2
                             ------------------------


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 164
                                               M.D.P.U. No. 850
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 827


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-3
                             ------------------------


AVAILABILITY

     Service under this rate is available for domestic uses in residential
premises, for service in an edifice set apart exclusively for public worship,
and condominium common areas (per M.G.L. Chapter 164 Section 94H), and
cooperative apartment common areas (Per DPU 1720) with total electric water
and space heating requirements, and whose electric equipment installations
have been approved by the Company, excluding hotels and apartment buildings
of ten or more dwelling units where the bills are not rendered by the Company
directly to the individual tenants.  Not available for commercial or
industrial use.  This rate is closed for expansion to nursing homes or master
metered apartment buildings.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                   $6.43
     ---------------

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
                                              6.759 cents       8.856 cents

     Transmission Charge
     -------------------

     Energy Charge Per kWh              0.241 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh    2.800 cents

     Basic Energy Service (Optional)   As in effect per Tariff
     --------------------

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 165
                                               M.D.P.U. No. 850
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 827


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-3
                             ------------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  For the first year after the retail access date, if the Customer has
selected an energy supplier other than the Company, the Customer may elect to
return to Standard Offer Service by so notifying the Company within 90 days of
the date when the Customer began to purchase electricity from the other
supplier.  Otherwise, the Customer who has selected another supplier is not
eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 166
                                               M.D.P.U. No. 850
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 827


                              BOSTON EDISON COMPANY

                             GENERAL SERVICE RATE R-3
                             ------------------------


APARTMENTS OR MULTIPLE DWELLINGS

     In an apartment building or residential premises having more than one
dwelling unit (but not more than nine), service may be rendered through a
single meter, but the Customer Charge shall be multiplied by two.

     On and after the date upon which the Company receives sufficient notice
from the customer that the multiple dwelling premises served is a condominium
or cooperative, the customer will be entitled to receive service to common
areas and facilities of the condominium or cooperative on this Rate, to the
extent provided by the terms of Chapter 164, section 94H and DPU 1720,
respectively.


METER READING AND BILLING

     Bills calculated under this rate schedule are payable when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on bimonthly basis.  When bills are rendered
bimonthly, the Customer Charge shall be multiplied by two.


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges shall apply
to service under this rate.


TERM OF CONTRACT

     The customer may terminate delivery service at any time by giving ten
days' notice, provided that such termination is not made for the purpose of
obtaining the advantage of this rate for periods of less than one year.  If
the notice is oral, the Company may notify the customer in writing that a
written confirmation is required.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 167
                                               M.D.P.U. No. 851
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 828


                              BOSTON EDISON COMPANY

                     OPTIONAL RESIDENCE TIME OF USE RATE R-4
                     ---------------------------------------


AVAILABILITY

     Service under this rate is available for lighting, heating and other uses
in single dwelling unit premises and apartments (single phase service), for
service in an edifice set apart exclusively for public worship and for
condominium common areas served at secondary voltages.  Not available for
commercial or industrial use.


MONTHLY CHARGE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                   $9.99

     Distribution/Access Charges *
     ---------------------------

                                             October - May    June - September
     Energy Charge Per Delivered kWh         -------------    ----------------
        Peak Hours Use                        12.618 cents      28.635 cents
        Off-Peak Hours Use                     2.707 cents       3.013 cents

     Transmission Charge
     -------------------

     Energy Charge Per kWh              0.242 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh    2.800 cents

     Basic Energy Service (Optional)   As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 168
                                               M.D.P.U. No. 851
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 828


                              BOSTON EDISON COMPANY

                     OPTIONAL RESIDENCE TIME OF USE RATE R-4
                     ---------------------------------------


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  For the first year after the retail access date, if the Customer has
selected an energy supplier other than the Company, the Customer may elect to
return to Standard Offer Service by so notifying the Company within 90 days of
the date when the Customer began to purchase electricity from the other
supplier.  Otherwise, the Customer who has selected another supplier is not
eligible for Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.


BILLING PERIODS

     Two daily time periods are included in this rate as follows:

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 169
                                               M.D.P.U. No. 851
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 828


                              BOSTON EDISON COMPANY

                     OPTIONAL RESIDENCE TIME OF USE RATE R-4
                     ---------------------------------------


          (1)  During the months of June through September, the peak period
               shall be the hours between 9 A.M. and 6 P.M. weekdays.  During
               the months of October through May, the peak period shall be the
               hours between 8 A.M. and 9 P.M. weekdays.

          (2)  All other hours shall be off-peak including twelve
               Massachusetts holidays as follows:

               New Year's Day                      Labor Day
               Martin L. King Day                  Columbus Day
               President's Day                     Veteran's Day
               Patriot's Day                       Thanksgiving Day
               Memorial Day                        Day after Thanksgiving
               Independence Day                    Christmas Day


METER READING AND BILLING

     Bills calculated under this rate schedule are payable when presented and
shall be rendered monthly.


TERM OF CONTRACT

     Customer may terminate delivery service at any time by giving ten days'
notice provided that such termination is not made for the purpose of obtaining
the advantage of this rate for periods of less than one year.  If the notice
is oral, the Company may notify the customer in writing that a written
confirmation is required.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

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<PAGE> 170
                                               M.D.P.U. No. 852
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


AVAILABILITY

     Service under this rate is available for Street and Fire-Alarm Lighting
Service in the Public Way.  For lighting service on private property refer to
Rate S-3.


RATE

                              STREET LIGHTING SERVICE

                                            Unit Charge Per Month for
                                      Standard 4200-hour Lighting Schedule
   Size of Lamp     Luminaire               O.H. Connected - Class I
Lumens       Watts   Type             Distribution/Access     Transmission
------       -----   ----             -------------------     ------------

Incandescent Lamps
     1,000     87    Open                    $7.85               $0.08
     2,500    176    Open                     9.57                0.10
     2,500    176    Enclosed                 9.57                0.10
     4,000    274    Enclosed                11.47                0.12
     6,000    376    Enclosed                13.47                0.14
    10,000    577    Enclosed                17.24                0.18
    15,000    855    Enclosed                22.53                0.23
  2- 2,500           Enclosed, Twin          19.15                0.20
  2- 4,000           Enclosed, Twin          22.96                0.24
  2- 6,000           Enclosed, Twin          26.93                0.28
  2-10,000           Enclosed, Twin          34.49                0.36
  2-15,000           Enclosed, Twin          45.05                0.47

Mercury Vapor Lamps
     3,500    100    Enclosed                $8.80               $0.09
     7,000    175    Enclosed                10.43                0.11
    11,000    250    Enclosed                12.07                0.13
    20,000    400    Enclosed                15.48                0.16
    35,000    700    Enclosed                23.28                0.24
  2- 3,500           Enclosed, Twin          17.61                0.18
  2- 7,000           Enclosed, Twin          20.85                0.22
  2-11,000           Enclosed, Twin          24.13                0.25
  2-20,000           Enclosed, Twin          30.94                0.32
  2-35,000           Enclosed, Twin          46.55                0.48

High Pressure Sodium Vapor Lamps
     2,150     35    Enclosed                $6.98               $0.07
     4,000     50    Enclosed                 7.36                0.08
     9,500    100    Enclosed                 8.53                0.09
    16,000    150    Enclosed                 9.64                0.10
    25,000    250    Enclosed                12.40                0.13
    45,000    400    Enclosed                16.06                0.17

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<PAGE> 171
                                               M.D.P.U. No. 852
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


  2- 2,150           Enclosed, Twin         $13.96               $0.14
  2- 4,000           Enclosed, Twin          14.72                0.15
  2- 9,500           Enclosed, Twin          17.07                0.18
  2-16,000           Enclosed, Twin          19.28                0.20
  2-25,000           Enclosed, Twin          24.81                0.26
  2-45,000           Enclosed, Twin          32.13                0.33

                                           Unit Charge Per Month for
                                      Standard 4200-hour Lighting Schedule
   Size of Lamp      Luminaire             O.H. Connected - Class II
Lumens       Watts   Type             Distribution/Access     Transmission
------       -----   ----             -------------------     ------------

Incandescent Lamps
     1,000     87    Open                   $12.59               $0.08
     2,500    176    Open                    14.31                0.10
     2,500    176    Enclosed                14.31                0.10
     4,000    274    Enclosed                16.21                0.12
     6,000    376    Enclosed                18.20                0.14
    10,000    577    Enclosed                21.98                0.18
    15,000    855    Enclosed                27.26                0.23
  2- 2,500           Enclosed, Twin          23.89                0.20
  2- 4,000           Enclosed, Twin          27.69                0.24
  2- 6,000           Enclosed, Twin          31.67                0.28
  2-10,000           Enclosed, Twin          39.22                0.36
  2-15,000           Enclosed, Twin          49.79                0.47

Mercury Vapor Lamps
     3,500    100    Enclosed               $13.54               $0.09
     7,000    175    Enclosed                15.16                0.11
    11,000    250    Enclosed                16.80                0.13
    20,000    400    Enclosed                20.21                0.16
    35,000    700    Enclosed                28.02                0.24
  2- 3,500           Enclosed, Twin          22.35                0.18
  2- 7,000           Enclosed, Twin          25.59                0.22
  2-11,000           Enclosed, Twin          28.87                0.25
  2-20,000           Enclosed, Twin          35.68                0.32
  2-35,000           Enclosed, Twin          51.28                0.48

High Pressure Sodium Vapor Lamps
     2,150     35    Enclosed               $11.72               $0.07
     4,000     50    Enclosed                12.10                0.08
     9,500    100    Enclosed                13.27                0.09
    16,000    150    Enclosed                14.38                0.10
    25,000    250    Enclosed                17.14                0.13
    45,000    400    Enclosed                20.80                0.17
  2- 2,150           Enclosed, Twin          18.69                0.14
  2- 4,000           Enclosed, Twin          19.46                0.15
  2- 9,500           Enclosed, Twin          21.81                0.18

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<PAGE> 172
                                               M.D.P.U. No. 852
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


  2-16,000           Enclosed, Twin         $24.01               $0.20
  2-25,000           Enclosed, Twin          29.55                0.26
  2-45,000           Enclosed, Twin          36.86                0.33

                                           Unit Charge Per Month for
                                      Standard 4200-hour Lighting Schedule
   Size of Lamp      Luminaire             O.H. Connected - Class III
Lumens       Watts   Type             Distribution/Access     Transmission
------       -----   ----             -------------------     ------------

Incandescent Lamps
     1,000     87    Open                   $14.48               $0.08
     2,500    176    Open                    16.20                0.10
     2,500    176    Enclosed                16.20                0.10
     4,000    274    Enclosed                18.11                0.12
     6,000    376    Enclosed                20.10                0.14
    10,000    577    Enclosed                23.88                0.18
    15,000    855    Enclosed                29.16                0.23
  2- 2,500           Enclosed, Twin          25.78                0.20
  2- 4,000           Enclosed, Twin          29.59                0.24
  2- 6,000           Enclosed, Twin          33.57                0.28
  2-10,000           Enclosed, Twin          41.12                0.36
  2-15,000           Enclosed, Twin          51.68                0.47

Mercury Vapor Lamps
     3,500    100    Enclosed               $15.43               $0.09
     7,000    175    Enclosed                17.06                0.11
    11,000    250    Enclosed                18.70                0.13
    20,000    400    Enclosed                22.11                0.16
    35,000    700    Enclosed                29.91                0.24
  2- 3,500           Enclosed, Twin          24.24                0.18
  2- 7,000           Enclosed, Twin          27.48                0.22
  2-11,000           Enclosed, Twin          30.76                0.25
  2-20,000           Enclosed, Twin          37.57                0.32
  2-35,000           Enclosed, Twin          53.18                0.48

High Pressure Sodium Vapor Lamps
     2,150     35    Enclosed               $13.61               $0.07
     4,000     50    Enclosed                13.99                0.08
     9,500    100    Enclosed                15.16                0.09
    16,000    150    Enclosed                16.27                0.10
    25,000    250    Enclosed                19.03                0.13
    45,000    400    Enclosed                22.69                0.17
  2- 2,150           Enclosed, Twin          20.59                0.14
  2- 4,000           Enclosed, Twin          21.36                0.15
  2- 9,500           Enclosed, Twin          23.70                0.18
  2-16,000           Enclosed, Twin          25.91                0.20
  2-25,000           Enclosed, Twin          31.45                0.26
  2-45,000           Enclosed, Twin          38.76                0.33

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 173
                                               M.D.P.U. No. 852
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


                                            Unit Charge Per Month for
                                      Standard 4200-hour Lighting Schedule
   Size of Lamp      Luminaire              U.G. Connected - Class V
Lumens       Watts   Type             Distribution/Access     Transmission
------       -----   ----             -------------------     ------------

Incandescent Lamps
     1,000     87    Open                   $23.96               $0.08
     2,500    176    Open                    25.68                0.10
     2,500    176    Enclosed                25.68                0.10
     4,000    274    Enclosed                27.58                0.12
     6,000    376    Enclosed                29.57                0.14
    10,000    577    Enclosed                33.35                0.18
    15,000    855    Enclosed                38.63                0.23
  2- 2,500           Enclosed, Twin          35.26                0.20
  2- 4,000           Enclosed, Twin          39.06                0.24
  2- 6,000           Enclosed, Twin          43.04                0.28
  2-10,000           Enclosed, Twin          50.59                0.36
  2-15,000           Enclosed, Twin          61.16                0.47

Mercury Vapor Lamps
     3,500    100    Enclosed               $24.91               $0.09
     7,000    175    Enclosed                26.53                0.11
    11,000    250    Enclosed                28.17                0.13
    20,000    400    Enclosed                31.58                0.16
    35,000    700    Enclosed                39.38                0.24
  2- 3,500           Enclosed, Twin          33.72                0.18
  2- 7,000           Enclosed, Twin          36.96                0.22
  2-11,000           Enclosed, Twin          40.24                0.25
  2-20,000           Enclosed, Twin          47.05                0.32
  2-35,000           Enclosed, Twin          62.65                0.48

High Pressure Sodium Vapor Lamps
     2,150     35    Enclosed               $23.08               $0.07
     4,000     50    Enclosed                23.47                0.08
     9,500    100    Enclosed                24.64                0.09
    16,000    150    Enclosed                25.75                0.10
    25,000    250    Enclosed                28.51                0.13
    45,000    400    Enclosed                32.17                0.17
  2- 2,150           Enclosed, Twin          30.06                0.14
  2- 4,000           Enclosed, Twin          30.83                0.15
  2- 9,500           Enclosed, Twin          33.17                0.18
  2-16,000           Enclosed, Twin          35.38                0.20
  2-25,000           Enclosed, Twin          40.92                0.26
  2-45,000           Enclosed, Twin          48.23                0.33

     Note 1:    The above charges are based on the use of the Company's
                standard bracket of not over 6 feet in length.  A standard
                twelve foot bracket will be supplied,

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<PAGE> 174
                                               M.D.P.U. No. 852
                                               Sheet 5
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


                where requested by the Customer, at an additional monthly
                charge of $0.54 per month.

     Note 2:    The above charges for Rate Classes III and V are based on
                concrete post installations for standard mounting heights of
                up to 30 feet.  For installations utilizing either aluminum
                posts or nonstandard mounting heights of greater than 30 feet,
                an additional charge of $3.86 shall be added to the Class III
                and Class V monthly charges.

     Note 3:    Incandescent lamps will not be supplied hereunder for new
                installations, but only for replacement of existing lamps.

     Note 4:    The 45,000 lumen lamps are not recommended for mounting
                heights of less than 30 feet.


OVERHEAD-CONNECTED STREET LIGHTING UNITS

Class I     All overhead-connected lighting units except those in Classes II
            or III.

Class II    All overhead-connected lighting units installed with non-line
            poles.

Class III   All overhead-connected lighting units installed with lampposts.


UNDERGROUND-CONNECTED STREET LIGHTING UNITS

Class V     All existing underground-connected lighting units or modernization
            of existing units.

Standard Offer Charge (Optional)
---------------------

Energy Charge Per Delivered kWh             2.800 cents

Basic Energy Service (Optional)            As in effect per Tariff
--------------------


<TABLE>
                           FIRE-ALARM LIGHTING SERVICE

<CAPTION>
                                                        Unit Charge per Month
Size of Lamp   Lighting Schedule      Class       Distribution/Access   Transmission
------------   -----------------      -----       -------------------   ------------
<S>            <C>                    <C>                <C>               <C>
600 Lumen      8,760 hours per year   Class VI           $4.21             $0.04
                                      Class VII          $7.35             $0.04
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 175
                                               M.D.P.U. No. 852
                                               Sheet 6
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


Class VI    Overhead-connected fire-alarm luminaires.

Class VII   Underground-connected fire-alarm luminaires.

     Fire-alarm luminaires are installed and owned by the Company on customer-
owned fire-alarm posts or on Company-owned fixtures carried on poles.  Colored
fire-alarm globes or domes are installed and maintained at the customer's
expense.

Standard Offer Charge (Optional)
---------------------

Energy Charge Per Delivered kWh             2.800 cents

Basic Energy Service (Optional)            As in effect per Tariff
--------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  A customer who has selected another supplier is not eligible for
Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.

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<PAGE> 176
                                               M.D.P.U. No. 852
                                               Sheet 7
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Service.  In this case, a Customer will
receive Basic Service from the Company in accordance with the terms and price
for Basic Service as approved by the Department of Public Utilities.


SERVICE FACILITIES

     Under this rate the Company will furnish, install, own, and maintain
street lighting facilities and fire alarm lighting units on public streets.
Service for non-standard lighting units is available in accordance with the
provisions of Rate S-2.  Service for other public or private property is
available in accordance with the provisions of Rate S-3.

     It is the Company's policy to offer a wide range of industry accepted
energy efficient streetlights.  In cases where a city/town requests additions
to the Company's existing schedule of streetlights, the Company will:
1) evaluate the market potential of the streetlight to assure there is
adequate interest to meet minimum ordering requirements, 2) determine the
technical merit and feasibility of the proposed addition to the existing
schedule, and 3) share the costs of 1 and 2 with the proponents of the change.
Any suggested changes to the schedule arising from the proposal will be
subject to DPU review and approval.  The Company reserves the right to
withdraw this policy if the number of requests exceed the Company's resources
available to provide 1 and 2 above.

     For new overhead-connected services, the Company will provide a standard
lighting unit and a single span of overhead secondary wire if such span is
necessary.  All other construction costs will be undertaken, solely at
customer expense.

     For new underground-connected services, the Company will provide a
standard lighting unit and a single section of underground secondary cable
from the service manhole.  All other construction, including the installation
of conduit and manhole breaks, modifications to the service manhole,
extensions of the existing distribution system to the service manhole, and
all paving, will be undertaken solely at customer expense.


GENERAL CONDITIONS

     If a customer requests a change to a unit less than twenty-five years
old, the customer will pay a charge equal to the cost of the change multiplied
by the ratio of the number of years remaining until the existing installation
would be in service twenty-five years divided by twenty-five.  For changes to
a portion of an individual street, or the entire street, or all lighting units

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<PAGE> 177
                                               M.D.P.U. No. 852
                                               Sheet 8
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


provided under this rate, the Company will determine the age on the basis of
the average age of all units to be changed.  During any calendar year, the
remaining portion of the costs will be assumed by the Company up to a limit
of ten percent of the prior calendar year's revenue from the customer,
exclusive of the fuel and purchased power adjustment.  Once the limit is
exceeded, all costs of changes for the remainder of the calendar year will be
paid by the customer.

     Customer requests to relocate lighting units, regardless of age, will be
provided solely at customer expense.  Alternatively, the customer may also
terminate service at the old location and apply for new service.

     If a street light installation in a Company approved Underground
Residential Development (URD) area was made prior to October 31, 1992 an
allowance of $2.02 per month will be made from the Class V unit charge
contained herein.

     If the Metropolitan District Commission, has furnished and installed a
lamppost and a bracket acceptable to the Company and continues to own and
maintain such installation, pursuant to order in DPU 14132, an allowance of
$2.04 per month will be made from the Class V unit charges.


OUTAGE ALLOWANCE

     A deduction for lamps not lighted during the hours called for by the
existing street lighting schedule applying thereto will be made at the rate
of 1.3 cents per lamp hour on all lamps smaller than 10,000 lumens, and at
the rate of 3.1 cents per lamp hour on all other lamps.


BILLING

     All bills calculated under this rate schedule are due when presented and
shall be rendered monthly.  Billing kilowatthours include lamp wattage plus
accessory wattage.


TERM OF CONTRACT

     Lighting units are installed by the Company for use at this rate on the
basis of permanent service.  The Company or the customer may terminate
permanent delivery service by giving at least ninety (90) days notice in
writing.  If the customer desires to remove Company-owned installations
without replacement by the Company, the customer will pay to the Company,
the portion of the installation cost (current costs trended to the date of
installation) determined by the ratio of:  (1) Twenty-five years minus the
age of such installation to (2) Twenty-five years.  The customer will also
pay the cost of removal of such installation.  If temporary service is
desired, the

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<PAGE> 178
                                               M.D.P.U. No. 852
                                               Sheet 9
                                               Canceling   M.D.P.U. No. 829A


                              BOSTON EDISON COMPANY

                             STREETLIGHTING RATE S-1
                             -----------------------


customer will be required to pay the cost of installation and removal and in
such case the customer may terminate service by giving ten days' notice in
writing.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 179
                                               M.D.P.U. No. 853
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 830


                              BOSTON EDISON COMPANY

                         STREET LIGHTING ENERGY RATE S-2
                         -------------------------------


AVAILABILITY

     Service under this rate is available to the public authorities, such as
municipalities, State and Federal agencies, for the operation of a public
street, park or highway lighting system, owned, operated and maintained by
such agencies, on a standard 4,200 hour per year dusk-to-dawn lighting
schedule; and for the operation of fire alarm lighting service and traffic
signals.  Not available for lighting service on private property nor for
commercial, industrial or residential use.


RATE

          The Monthly Charge will be the sum of the Retail Delivery Service
and the Supplier Service Charges.


DELIVERY SERVICES

     Customer Charge                   $8.02
     ---------------

     Distribution/Access Charges *
     ---------------------------

     Energy Charge Per Delivered kWh    6.001 cents

     Transmission Charge
     -------------------

     Energy Charge Per kWh              0.162 cents

* includes Access Cost Adjustment Charge Per kWh of 3.510 cents


SUPPLIER SERVICES

     Standard Offer Charge (Optional)
     ---------------------

     Energy Charge Per Delivered kWh         2.800 cents

     Basic Energy Service (Optional)        As in effect per Tariff
     --------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.

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<PAGE> 180
                                               M.D.P.U. No. 853
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 830


                              BOSTON EDISON COMPANY

                         STREET LIGHTING ENERGY RATE S-2
                         -------------------------------


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  A customer who has selected another supplier is not eligible for
Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Energy Service.  In this case, a Customer
will receive Basic Energy Service from the Company in accordance with the
terms and price for Basic Service as approved by the Department of Public
Utilities.


MINIMUM CHARGE

     The minimum charge per month is the Customer Charge.


METER READING AND BILLING

     Bills calculated under this rate schedule are due when presented and
shall be rendered monthly; however, the Company reserves the right to read
meters and render bills on a bimonthly basis.  When bills are rendered
bimonthly, the Customer Charge shall be multiplied by two.

     In a case in which it is not practicable to determine by meter the
kilowatt-hours supplied, the charge for the kilowatt-hours supplied in any
month shall be determined on the basis of the

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<PAGE> 181
                                               M.D.P.U. No. 853
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 830


                              BOSTON EDISON COMPANY

                         STREET LIGHTING ENERGY RATE S-2
                         -------------------------------


rated wattage of the light sources and auxiliaries connected at the beginning
of the month multiplied by the average monthly burning hours of a standard
4,200 hours per year dusk-to-dawn street lighting schedule.  The Company
shall have the right to inspect and make tests of the customer's equipment in
connection with the determination of wattage and operating period for billing
purposes.  The customer shall give the Company prior written notice of changes
in the wattage and operating period of installed equipment.

     If in the case of unmetered service, the standard 4,200 hours per year
dusk-to-dawn street lighting schedule is being exceeded, as is commonly the
case with a fire alarm unit, the charge for the kilowatt-hours supplied in
any month shall be determined on the basis of the rated wattage of the light
sources and auxiliaries connected at the beginning of the month multiplied by
the average monthly burning hours of an 8,760 hours per year lighting
schedule, unless a determination of an operating period of shorter duration
is made by the Company, in which case the average monthly burning hours of
such annual lighting schedule (minimum of 4,200 hours per year) shall be
substituted for the 8,760 hours per year lighting schedule.

     The Company reserves the right of final determination of wattage and
operating period for unmetered loads.


SERVICE FACILITIES

     The Company will furnish, own, install and maintain the cable system in
the public way and up to two feet beyond the edge of the public way.  The
Company will own and maintain such other facilities that are required to
supply electric service in the public way and up to two feet of cable and
conduit beyond the edge of the public way.  All facilities from beyond this
point two feet off of the public way to the metering location will be
furnished, owned, installed, and maintained by the customer except for the
cable.  This cable will be furnished, installed and maintained by the Company
to the first junction point at customer expense and owned by the customer.
The customer will furnish, own, install, and maintain any facilities beyond
the first junction point.

     The Company will furnish and install the public way portion plus two feet
beyond of a single section of secondary cables from the service manhole or
pole to the junction point on the basis of the anticipated revenue, exclusive
of fuel and purchased power adjustment and other adjustment tariffs.  All
other costs of construction including extensions of the existing distribution
system to the service manhole or pole, the installation of any conduit,
manhole breaks, modifications to the service manhole or pole, and paving will
be provided solely at the expense of the customer.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 182
                                               M.D.P.U. No. 853
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 830


                              BOSTON EDISON COMPANY

                         STREET LIGHTING ENERGY RATE S-2
                         -------------------------------


GENERAL CONDITIONS

     (1)  Customer shall plainly mark customer-owned street lighting lamppost
          for the purpose of ownership identification.

     (2)  A meter will be required on all installations for traffic signals if
          more than one lamppost is connected after October 17, 1975.

     (3)  If an installation of customer-owned street lights requires the
          removal of Boston Edison Company-owned street lighting units less
          than 25 years old, the provisions for Term of Contract in Rate S-1,
          as it exists from time to time, shall apply.

     (4)  Street Lighting Service shall not be furnished under both Rate S-1
          and Rate S-2 in the same area.  An area may be defined as follows:
          (A) Service locations on public ways which may be shown to be within
          the lines of a geometric figure.  These lines will be other public
          ways.  (B) An adjoining portion of a public way which may be shown
          within the lines of a geometric figure.

     (5)  The Company may at its option for situations in which Rate S-1 and
          Rate S-2 are served within the same area, correct the situation by
          transferring the Rate S-1 units to Rate S-2.

     (6)  The customer shall pay all construction costs for the relocation,
          replacement, or substitution of existing service associated with
          the replacement or modification of existing customer-owned lighting
          systems

     (7)  The customer will furnish, install, and maintain a suitable
          enclosure for housing the Company's metering equipment as well as
          a suitable switching or disconnecting device in accordance with the
          Company's standard practices as adopted from time to time.


TERM OF CONTRACT

     As specified in agreement for service.  Customer may terminate delivery
service on or after the expiration of such specified term of service by giving
at least ninety (90) days notice in writing.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 183
                                               M.D.P.U. No. 854
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 831


                              BOSTON EDISON COMPANY

                            OUTDOOR LIGHTING RATE S-3
                            -------------------------


AVAILABILITY

     Service under this rate is available to any customer for outdoor lighting
and floodlighting service.


RATE

<TABLE>
<CAPTION>
                                                        Rate Per Lamp                   Per Month
                                       Billing     Installation     "A"        Installation     "B"
                                       kWh      --------------------------  --------------------------
                        Size of Lamp   / Month  Distribution                Distribution
Service  Type          Lumens   Watts  / Lamp     /Access     Transmission    /Access     Transmission
-------  ----          ------   -----  ------     -------     ------------    -------     ------------
<S>      <C>           <C>      <C>       <C>      <C>           <C>          <C>            <C>
Area     Mercury        7,000     175      75      $10.78        $0.17        $15.70         $0.17
Area     Mercury       20,000     400     161       15.98         0.25         20.90          0.25
Area     H. P. Sodium   9,500     100      41        8.82         0.14         13.74          0.14
Area     H. P. Sodium  16,000     150      61        9.96         0.16         14.88          0.16
Area     H. P. Sodium  25,000     250     103       12.82         0.20         17.74          0.20

Flood    Mercury       20,000     400     161      $16.39        $0.26        $21.31         $0.26
Flood    Mercury       60,000   1,000     389       23.90         0.37         28.82          0.37
Flood    H.P. Sodium   25,000     250     103       13.36         0.21         18.28          0.21
Flood    H.P. Sodium   45,000     400     164       16.99         0.27         21.91          0.27
</TABLE>

Installation "A"       Lighting service supplied under this rate shall be
                       installed on an existing approved Company pole or post
                       carrying utilization voltage.  The Company at its
                       option may approve other structures supplied by the
                       customer.

Installation "B"       The Company will furnish, install and maintain one
                       pole and section of secondary wire not to exceed 150
                       feet for lighting service supplied under this rate.

Standard Offer Charge (Optional)
---------------------

Energy Charge Per Delivered kWh              2.800 cents

Basic Energy Service (Optional)             As in effect per Tariff
--------------------


TRANSMISSION SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
to reflect changes in the FERC-approved Transmission Tariffs.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 184
                                               M.D.P.U. No. 854
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 831


                              BOSTON EDISON COMPANY

                            OUTDOOR LIGHTING RATE S-3
                            -------------------------


ACCESS SERVICE COST ADJUSTMENT

     The Delivery Charges under this rate shall be adjusted from time to time
in the manner described in the Company's Access Cost Adjustment Provision to
reflect changes occurring on or after the retail access date.


STANDARD OFFER SERVICE

     Standard Offer Service is available under this tariff for existing or new
Customers who have not yet chosen a supplier other than the Company on or
after the retail access date, when retail choice becomes available to all
customers.  A Standard Offer Service Customer will pay the Rate for Standard
Offer Service set forth above in addition to the Rates for Retail Delivery
Service.  A customer who has selected another supplier is not eligible for
Standard Offer Service.

     Standard Offer Service may be terminated by a Customer provided that
notice of the change of supplier was received by the Company five (5) or more
business days before the next scheduled meter read date.


BASIC SERVICE

     Any Customer who has received service at their present location from a
supplier other than the Company, and does not have a current supplier, is not
eligible to receive Standard Offer Service.  In this case, a Customer will
receive Basic Service from the Company in accordance with the terms and price
for Basic Service as approved by the Department of Public Utilities.


GENERAL CONDITIONS

     (1)  The Company will furnish, install and maintain the lamps,
          luminaires, brackets and photoelectric controls and will supply
          electric service to operate the lamps.

     (2)  Lamps will be operated by photoelectric control, with hours of
          operation aggregating approximately 4,200 hours per year, from dusk
          to dawn.

     (3)  Service and necessary maintenance will be performed only during the
          regularly scheduled working hours of the Company.  Burned-out lamps
          will be replaced upon notification of the outage by the customer to
          the Company.  No reduction in billing shall be allowed for lamp
          outages.

     (4)  "Company poles" shall include poles owned jointly by the Company
          with others.  Approval of poles, pole locations and structures for
          the installations shall be at the sole discretion of the Company.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 185
                                               M.D.P.U. No. 854
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 831


                              BOSTON EDISON COMPANY

                            OUTDOOR LIGHTING RATE S-3
                            -------------------------


     (5)  Any required equipment other than the above will be installed and
          maintained at the customer's expense.

     (6)  The customer shall assume all risks of loss or damage to his
          equipment and property installed in connection with the lighting
          systems.


BILLING

     All bills shall be rendered monthly.  However, the Company reserves the
right to render bills on a bimonthly basis.  Billing kilowatthours include
lamp wattage plus accessory wattage.


TERM OF CONTRACT

     As specified in agreement for service.  Customer may terminate delivery
service on or after the expiration of such specified term of service by giving
at least (90) days' notice in writing.


TERMS AND CONDITIONS

     The schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 186
                                               M.D.P.U. No. 855
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 832


                              BOSTON EDISON COMPANY

                              MISCELLANEOUS CHARGES
                              ---------------------


                    Applicable as Designated in Rate Schedules
                    ------------------------------------------


DUPLICATE SERVICE CHARGE

     If a customer desires the Company to provide duplicate service, or to
provide special capacity in other ways, the Company may make arrangements for
that purpose, making a charge therefore, which will be $4.22 per kilowatt per
month where only high tension distribution facilities are required, otherwise
the charge will be $6.80 per kilowatt per month.  The foregoing are in
addition to the charges of the rate under which service is supplied and in
addition to any installation, or extension, charge.

     In the context of this charge, duplicate service is defined as a
replicated installation of service equipment, where the Company has separately
provided the necessary distribution facilities to meet the total electrical
requirements of the customer.  Those facilities may already include overhead
and underground circuits, conduit systems, pole lines, transformers and
service connections.  This service is further characterized by the presence of
a double-throw switch at the customer's service location to prevent parallel
operation of these services.


MASTER METERED MULTIPLE OCCUPANT BUILDING LOSSES CHARGES

     In multiple occupant buildings where a separate privately owned
transformer(s) is required to provide electricity at a secondary utilization
voltage (acceptable to the Company for metering purposes) to each customer
beyond the Company's secondary transformer, and where each customer is
separately metered, the Company will require the installation of approved
master metering equipment at a suitable location immediately beyond the
secondary side of the Company's transformer(s) at the building owner's
expense.

     The master metering equipment shall be used to determine the electrical
losses incurred between the Company's secondary transformer(s) and the
individual customer-occupant metering equipment.

     The building owner(s), or other person(s) responsible for the so-called
"public meter" use at the premises, shall pay the charges for the electrical
losses as determined under the applicable filed general service or residence
rate.  This charge shall be calculated initially on the basis of five percent
of the kilowatthour use and demand recorded by the master metering equipment
during the monthly billing period.  This percentage will be reviewed
periodically by the Company and adjusted to reflect the actual losses.  The
customer of record will be notified of the percentage used as the basis of
billing for this charge.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 187
                                               M.D.P.U. No. 855
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 832


                              BOSTON EDISON COMPANY

                              MISCELLANEOUS CHARGES
                              ---------------------


INDUCTION GENERATION CHARGE

     This charge applies to Customers without demand metering when the Company
supplies the reactive needs of the Customer's induction generator.  The charge
is $1.89 per kilowatt per month of the generator nameplate rating, and is
waived if the customer installs capacitors to meet the reactive needs of the
generator.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 188
                                               M.D.P.U. No. 856
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 833


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-C
                          -----------------------------


AVAILABILITY

     Service under this rate is available only to customers who have a Service
Agreement in effect on the Retail Access Date and who are taking service under
one of the Company's time of use rates whose billing demand is determined by
an interval data recording device.  This credit will apply to loads which are
available for interruption when a) the Company's or the New England Power
Pool's reliability is threatened; or b) the Company is near its expected peak
load.  In order to receive this credit, the customer must execute a Service
Agreement in which the Interruption Option for each season, the Terms of
Contract, and the Interruptible Contract Demand for each season are specified.
This rate is closed to new participants effective on the Retail Access Date.


INTERRUPTIBLE CONTRACT DEMAND

     An Interruptible Contract Demand shall be specified in the Service
Agreement for each season of October through May and June through September,
and each will be subject to the automatic modifications stipulated in the
Penalty provision.  Prior to receiving the initial Demand Credit during a
season, the load must be interrupted at the request of the Company and the
Demonstrated Load Reduction must be greater than or equal to the Interruptible
Contract Demand for that season.

     If the Demonstrated Load Reduction is greater than the 130% of the
Interruptible Contract Demand during three consecutive requests for
interruption in the same season, then the customer may choose to increase
that season's Interruptible Contract Demand, subject to the approval of the
Company.

     The customer must notify the Company in writing when the load designated
as interruptible will not be available for interruption due to plant shutdowns
for vacation periods or for any other similar reason.  The Interruptible
Contract Demand will be changed to zero without penalty for such periods and
the credits will be prorated based upon the number of weekdays.


MINIMUM INTERRUPTIBLE CONTRACT DEMAND

     The Minimum Interruptible Contract Demand for either season shall be the
greater of a) 75 kW; or b) the average, for the months in the season, of the
difference between the customer's peak billing demand and the average demand
during the peak period.  The Company at its discretion may waive the
requirement specified in part (b) for loads of known magnitude.  However, any
additional metering expense must be borne by the customer.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 189
                                               M.D.P.U. No. 856
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 833


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-C
                          -----------------------------


DEMONSTRATED LOAD REDUCTION

     For each incidence of interruption, the Demonstrated Load Reduction is
equal to the difference of a) the average demand during the same hours of the
day when the interruption was requested for the three uninterrupted days in
the same billing period in which the customer registered the highest demands;
and b) the average demand during the interruption period.  For loads of known
magnitude, the Company at its discretion may employ an alternative method to
determine the Demonstrated Load Reduction.  In such cases, the alternative
method will be specified in the Service Agreement.


INTERRUPTION OPTIONS

     Customers wishing to take service must select one of the following
options for each season:

<TABLE>
<CAPTION>
                      Maximum Interrupted Hours           Minimum Interrupted
                      -------------------------           -------------------
                 October-May  June-September  Per Day        Hours Per Day
                 -----------  --------------  -------        -------------
     <S>             <C>           <C>          <C>                <C>
     Option A:       200           100          10                 4

     Option B:       100            50           6                 4

     Option C:        66            34           6                 4
</TABLE>


DEMAND CREDIT

     The following credits will apply to each kilowatt of Interruptible
Contract Demand per month and will be posted to the bill rendered in the next
subsequent billing month based upon the Interruption Option and the Term of
Contract:

<TABLE>
<CAPTION>
     Contract-Term        Option A         Option B         Option C
     -------------        --------         --------         --------
     <S>                  <C>              <C>              <C>
     Five Years:
     October - May        $4.34 per kW     $2.17 per kW     $1.43 per kW
     June - September     $11.23           $5.62            $3.71

     Three Years:
     October - May        $3.47            $1.74            $1.14
     June - September     $8.98            $4.50            $2.97

     One Year:
     October - May        $1.74            $0.87            $0.57
     June - September     $4.49            $2.25            $1.48
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 190
                                               M.D.P.U. No. 856
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 833


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-C
                          -----------------------------


     If the Interruptible Contract Demand or Interruption Option changes
during a month, then the credit will be prorated.  The credit will be posted
to the bill rendered in the next subsequent billing month or as soon
thereafter as is practicable.  In any event, no credit will apply until the
first interruption at the request of the Company in the applicable season.


ADVANCE NOTICE OF INTERRUPTIONS

     The Company will give at least one hour advance notice of interruption
and will attempt, but shall not be obligated, to provide a longer notice
period.


PENALTY FOR NON-INTERRUPTED LOADS

Reduced Compliance:     If a Demonstrated Load Reduction in a given season is
------------------      greater than or equal to the Minimum Interruptible
                        Contract Demand for that season and less than the
                        Interruptible Contract Demand for that season, then
                        the Interruptible Contract Demand in the Service
                        Agreement for that season automatically will be
                        reduced to the Demonstrated Load Reduction effective
                        as of the date of the incidence of reduced compliance.

Non-Compliance:         If a Demonstrated Load Reduction in a given season
--------------          falls below the Minimum Interruptible Contract Demand
                        for that season, then the customer's Service Agreement
                        will be changed to reflect fewer interruptions for
                        that season effective as of the date of the non-
                        compliance incidence.  Customers on Option A will be
                        moved to Option B.  Customers on Option B will be
                        moved to Option C.  If the customer was on Option C,
                        then the Interruptible Contract Demand for that season
                        in which the non-compliance occurred will be changed
                        to zero for a period of at least one year except with
                        the written concurrence of the Company to earlier
                        resumption.


TERM OF CONTRACT

     Customers may select contract periods of one, three or five years.  If
total annual subscriptions under this credit and Interruptible Load Credit I-N
reach a level of 30 MW, the Company may discontinue further subscriptions.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 191
                                               M.D.P.U. No. 856
                                               Sheet 4
                                               Canceling   M.D.P.U. No. 833


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-C
                          -----------------------------


EXISTING CONTRACT TERMINATION

     All Service Agreements in effect on the Retail Access Date will remain
in effect for the specified contract life unless the Customer decides to
terminate his/her Standard Offer Service.  Termination of Standard Offer
Service will terminate the Service Agreement for this rate.  No existing
Service Agreement will be renewed or extended beyond the current contract
life.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 192
                                               M.D.P.U. No. 857
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 834


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-N
                          -----------------------------


AVAILABILITY

     Service under this rate is available only to customers who have an
Interruptible Service Agreement in effect on the Retail Access Date and who
are taking service under one of the Company's time of use rates.  This credit
will apply to loads which are available for interruption at the request of
NEPOOL and which are approved by the Company as qualifying as Type II
Interruptible Loads under NEPOOL's Criteria, Rules and Standards Number 16
(CRS-16) as it exists from time to time.  Such loads must adhere to the
requirements therein including metering, auditing and notice of interruptions.
The Company will provide detailed requirements upon request.  This rate is
closed to new participants effective on the Retail Access Date.


DEFINITION OF INTERRUPTIBLE LOAD

     Interruptible loads are those which are normally supplied by the Company
during peak hours and which may be interrupted at the discretion of and under
the control of the Company or any power pool of which the Company is a member.
Such loads will be interrupted to reduce the Company's peak capacity
requirements.  Seasonal Interruptible loads are Interruptible loads which are
zero during a portion of the year.


DEMAND CREDIT

<TABLE>
<CAPTION>
                                  October-May    June-September
                                  -----------    --------------
     <S>                          <C>            <C>               <C>
     Residential Rate R-4:        ($0.03642)     ($0.12747)        per kWh of Interrup-
                                                                   tible Energy per Month
     General Service Rate T-1:    ($0.03494)     ($0.11794)        per kWh of Interrup-
                                                                   tible Energy per month
     General Service Rate T-2:    ($4.92)        ($13.35)          per kW of Interruptible
                                                                   Demand per month
     General Service Rate G-3:    ($5.28)        ($13.07)          per kW of Interruptible
                                                                   Demand per month
</TABLE>


DETERMINATION OF INTERRUPTIBLE DEMAND

     The Interruptible Demand (kW) will be the maximum peak billing demand as
specified in the applicable firm service tariff of the separately metered
interruptible load.  The Company may accept loads of known magnitude for which
separate metering is not necessary, provided such loads are acceptable to
NEPOOL.  For loads not separately metered the Interruptible Demand will be
identified in the Interruptible Service Agreement for each season of October
through May and

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 193
                                               M.D.P.U. No. 857
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 834


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-N
                          -----------------------------


June through September, and will be equal to the minimum demand of the
specified equipment or processes.


DETERMINATION OF INTERRUPTIBLE ENERGY

     The Interruptible Energy (kWh) will be the peak kilowatthours of the
separately metered interruptible load.  The Company may accept loads of known
magnitude for which separate metering is not necessary, provided such loads
are acceptable to NEPOOL.  For loads not separately metered the Interruptible
Energy will be identified in the Interruptible Service Agreement for each
season of October through May and June through September, and will be equal to
the minimum demand of the specified equipment or processes times the number of
peak hours in the billing period.


LIMITATIONS ON INTERRUPTIONS

     The frequency and duration of interruptions is limited according to
NEPOOL's CRS-16 as it exists from time to time and is specified in the
Interruptible Service Agreement.


ADVANCE NOTICE OF INTERRUPTIONS

     The load must be interruptible as specified in NEPOOL's Criteria, Rules
and Standards Number 16 as it exists from time to time.  If the NEPOOL credit
for the interruptible load is adjusted due to the advance notification
requirements of the load, the Demand Credit received under this tariff will
receive the same adjustment and it will be specified in the Interruptible
Service Agreement.


PENALTY FOR NON-INTERRUPTION OF INTERRUPTIBLE LOADS

     If upon request a customer fails to interrupt all or part of the load
contracted as interruptible for this credit, such load will immediately cease
to be eligible for this credit.  In addition, the customer will be obligated
to repay the Company retroactively all credits received for such load for the
prior seventeen months.


METERING

     In the event the Company determines that additional metering,
telemetering and/or automatic control equipment is required, such equipment
shall be installed and maintained by the

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 194
                                               M.D.P.U. No. 857
                                               Sheet 3
                                               Canceling   M.D.P.U. No. 834


                              BOSTON EDISON COMPANY

                          INTERRUPTIBLE LOAD CREDIT I-N
                          -----------------------------

Company at the customer's expense.  Such annual expense shall also include the
costs of any dedicated communication lines or auxiliary facilities associated
with telemetering and/or controls.


TERMS OF CONTRACT

     Customers who wish to receive a credit for Interruptible Load must
execute an Interruptible Service Agreement with the Company prior to
commencement of such service.  The initial term of contract shall be five
years.  If total annual subscriptions under this credit and Interruptible
Load Credit I-C reach a level of 30 MW, the Company may discontinue further
subscriptions or require a ten year term of contract.


EXISTING CONTRACT TERMINATION

     All Interruptible Service Agreements in effect on the Retail Access Date
will remain in effect for the specified contract life unless the Customer
decides to terminate his/her Standard Offer Service.  Termination of Standard
Offer Service will terminate the Interruptible Service Agreement for this
rate.  No existing Interruptible Service Agreement will be renewed or extended
beyond the current contract life.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 195
                                               M.D.P.U. No. 858
                                               Sheet 1
                                               Canceling   M.D.P.U. No. 796


                              BOSTON EDISON COMPANY

                           ECONOMIC DEVELOPMENT RATE E
                           ---------------------------


AVAILABILITY

     For industrial development during periods of economic recession and as
part of the Company's economic development plan.  The following general
conditions apply:

     (a)  There is a demonstrated need for rate incentives in order for the
          Customer to locate or expand in the Company's service area.

     (b)  The Customer is engaged in a manufacturing process and creates new
          employment for at least twenty-five people.

     (c)  The Company has available and the Customer subscribes to a minimum
          new demand of 150 kilowatts per month.

     (d)  The Customer otherwise meets the availability requirements for
          General Service Rates G-3 or T-2 (or successor rates).

     (e)  The Customer is working with government agencies to secure
          government sponsored assistance.

     (f)  Not available for resale.


RATE

     Applicable to the new or expanded load only:

          (1)  During the first year of service, the Distribution and
               Transmission Charges on the otherwise applicable rates will be
               decreased by forty (40) percent.  The Standard Offer and Access
               Charges will not be discounted.

          (2)  During the second year of service, the discount will be thirty
               (30) percent.

          (3)  During the third year of service, the discount will be twenty
               (20) percent.

          (4)  During the fourth year of service, the discount will be ten
               (10) percent.

          (5)  Beginning with the fifth year of service, the customer will be
               transferred to the applicable General Service Rate.


TERM OF CONTRACT

     Four years.

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 196
                                               M.D.P.U. No. 858
                                               Sheet 2
                                               Canceling   M.D.P.U. No. 796


                              BOSTON EDISON COMPANY

                           ECONOMIC DEVELOPMENT RATE E
                           ---------------------------


MISCELLANEOUS CHARGES

     The charges as shown on the schedule of Miscellaneous Charges, as
applicable, shall apply to service under this rate.


TERMS AND CONDITIONS

     The Schedule of Terms and Conditions, as in effect from time to time,
shall apply to service under this rate to the extent that they are not
inconsistent with the specific provisions of this rate.  The Company reserves
the right to close this rate to future customers; however, once a customer
takes service under this rate, the Company will provide service in accordance
with this tariff for the four-year period provided for in the rate.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 197
                                               M.D.P.U. No. 859
                                               Sheet 1


                              BOSTON EDISON COMPANY

                  TRANSMISSION SERVICE COST ADJUSTMENT PROVISION
                  ----------------------------------------------


     The Transmission Service Cost Adjustment shall recover from customers
taking transmission service under Boston Edison Company's (the Company) rates
the costs charged to Boston Edison retail customers under Boston Edison's FERC
approved tariffs, or billed to Boston Edison by any other transmission
provider, and by other regional transmission or operating entities, such as
NEPOOL, a regional transmission group ("RTG"), an independent system operator
("ISO"), or other regional body, in the event that they are authorized to bill
Boston Edison directly for their services and shall include any other charges
relating to the stability of the transmission system which Boston Edison is
authorized to recover from retail customers by order of the regulatory agency
having jurisdiction over such charges.  However, under no circumstances shall
the amount included in these charges recover costs which are collected by
Boston Edison in some other rate or charge.

     The Transmission Service Cost Adjustment factor shall be established
annually based on a forecast of transmission costs, and shall include a full
reconciliation and adjustment for any over- or under-recoveries occurring
under the prior year's adjustment.  The Company may file to change the factor
adjustments at any time should significant over- or under-recoveries occur.

     Any adjustment of the Transmission Service Cost Adjustment factors shall
be in accordance with a notice filed with the Department of Public Utilities
(the Department) setting forth the amount of the proposed new factors, the
amount of the increase or decrease, and the effective delivery charge in the
Company's rates as adjusted to reflect the new factors.  The notice shall
further specify the effective date of such adjustments, which shall not be
earlier than thirty days after the filling of the notice, or such other date
as the Department may authorize.

     The operation of this Transmission Service Cost Adjustment clause is
subject to Chapter 164 of the General Laws.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 198
                                               M.D.P.U. No. 860
                                               Sheet 1


                              BOSTON EDISON COMPANY

                         ACCESS COST ADJUSTMENT PROVISION
                         --------------------------------


     The Access Cost Adjustment shall recover on a fully reconciling basis
from all Boston Edison retail customers taking service under Boston Edison
Company's (the Company) rates all of Boston Edison's stranded investment as
set forth in the Settlement Agreement as approved by the Department on
----------, 1997 and shall be calculated in accordance with Attachment 3 of
said Agreement.  A copy of said Agreement and the Department's approval
thereof is on file with the Department.

     Each adjustment of the prices under the Company's applicable rates shall
be in accordance with a notice filed with the Department of Public Utilities
(the Department) setting forth the amount of the applicable Access Cost
Adjustment, the amount of the increase or decrease and the effective delivery
charge in the Company's rates as adjusted to reflect the new Access Cost
Adjustment amount.  The notice shall further specify the effective date of
such adjustment, which shall not be earlier than thirty days after the filing
of the notice, or such other date as the Department may authorize.

     The operation of this Access Cost Adjustment clause is subject to Chapter
164 of the General Laws.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 199
                                               M.D.P.U. No. 861
                                               Sheet 1


                              BOSTON EDISON COMPANY

                            TRANSITION TRUE-UP CHARGE
                            -------------------------


     Within sixty (60) days following the Retail Access Date, the Company will
file with the DPU for approval a Transition True-up Charge as a final true-up
for its Fuel and Purchased Power Adjustment (including any adjustments
required to be made as a result of the Department's issuance of a GUPP order
or orders covering the period from November 1, 1995 through the Retail Access
Date) and its New Performance Adjustment Charge Tariffs.  These tariffs will
be closed effective on the Retail Access Date.

     The calculations of the dollar amount of over- or under-collection of
these two tariffs will be performed as they currently are, except that there
will be no estimated costs after the Retail Access Date.  That dollar amount
will be collected in a uniform cents per kilowatthour charge over a three
month period.  That uniform rate will be determined by dividing the calculated
dollar amount of combined over- or under-collection by the estimated number of
kilowatthours to be sold by the Company in that three month collection period.
This Transition True-up Charge will be added to the Distribution Charges
contained in these tariff schedules for billing purposes.



Filed:  June _, 1997                           Effective:  Retail Access Date
Pursuant to Order in
DPU 96-100 dated December 30, 1996

S:\SHARED\SALESGEN\RDESIGN\98SCHED4.DOC

<PAGE> 200










                                  Attachment 1

                                   Exhibit 6

                             Rate Design Workpapers

<PAGE> 201
<TABLE>
R1 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                    # bills      $/bill           Revenues                       adj fact
<S>           <C>            <C>         <C>                                       <C>
Customer          6,067,296  $     6.43  $   39,039,771.86                         0.8999244
                        kwh       $/kwh
Energy        2,846,987,874  $  0.10858  $  309,139,844.86
      Base                   $  0.06864
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                          $  348,179,616.72
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                     Collected from:                       Rates:
                                        Basic Monthly      Energy                  $/bill       $/kwh
<S>      <C>                            <C>                <C>                <C>          <C>        <C>
Dist     $  161,583,801.05              $   39,039,771.86  $  122,544,029.19  $    6.43    $  0.04305 Dist
DSM      $             -                                   $             -                 $      -   DSM
Trans    $      6,950,880.83            $             -    $    6,950,880.83  $     -      $  0.00244 Trans
Access   $     99,929,274.38                               $   99,929,274.38               $  0.03510 Access
Fuel     $     79,715,660.47                               $   79,715,660.47               $  0.02800 Fuel
NPAC     $               -                                 $             -                 $      -   NPAC

Total    $    348,179,616.73            $   39,039,771.86  $  309,139,844.87  $    6.43    $  0.10859

rates    $    348,167,126.52
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 202
<TABLE>
R2 (like R1) - 1998 Unbundled Rates  Seasonal in Dist and Access               jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                  # bills        $/bill          Revenues                        adj fact
<S>           <C>            <C>         <C>                                       <C>
Customer          349,224    $     3.91  $   1,367,097.17                          0.8999244
                      kwh         $/kwh
Energy        128,447,190    $  0.07889  $  10,132,861.82
      Base                   $  0.04118
       DSM                   $      -
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                           $  11,499,958.99
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                     Collected from:                       Rates:
                                        Basic Monthly      Energy                  $/bill       $/kwh
<S>      <C>                            <C>                <C>                <C>          <C>        <C>
Dist     $    3,083,768.51              $    1,367,097.17  $    1,716,671.34  $    3.91    $  0.01338 Dist
DSM      $             -                                   $             -                 $      -   DSM
Trans    $      311,172.79              $             -    $      311,172.79  $     -      $  0.00242 Trans
Access   $    4,508,496.37                                 $    4,508,496.37               $  0.03510 Access
Fuel     $    3,596,521.32                                 $    3,596,521.32               $  0.02800 Fuel
NPAC     $             -                                   $             -                 $      -   NPAC

Total    $   11,499,958.99              $    1,367,097.17  $   10,132,861.82  $    3.91    $  0.07890

rates    $   11,499,949.13
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 203
<TABLE>
R2 (like R3) - 1998 Unbundled Rates  Seasonal in Dist and Access               jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                    # bills      $/bill           Revenues                       adj fact
<S>            <C>           <C>         <C>                                       <C>
Customer           23,988    $     3.91  $      93,905.14                          0.8999244
                      kwh         $/kwh
Energy
Winter         17,654,881    $  0.07254  $   1,280,736.43
      Base                   $  0.03484
       DSM                   $      -
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Summer          5,070,958    $  0.08512  $     431,659.48
      Base                   $  0.04742
       DSM                   $      -
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                           $   1,806,301.05
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                     Collected from:                       Rates:
                                        Basic Monthly      Energy                  $/bill       $/kwh
<S>      <C>                            <C>                <C>                <C>          <C>        <C>
Dist     $      317,258.99              $       93,905.14  $      223,353.85  $    3.91               Dist
                                                                                           $  0.00946 Winter
                                                                                           $  0.01110 Summer
DSM      $             -                                   $             -                 $      -   DSM
Trans    $       55,041.62              $             -    $       55,041.62  $     -      $  0.00242 Trans
Access   $      797,676.95                                                                            Access
                                                           $      576,608.41               $  0.03266 Winter
                                                           $      221,093.77               $  0.04360 Summer
Fuel     $      636,323.49                                 $      636,323.49               $  0.02800 Fuel
NPAC     $             -                                   $             -                 $      -   NPAC

Total    $    1,806,301.05              $       93,905.14  $    1,712,421.14  $    3.91    $  0.07254 Winter
                                                                                           $  0.08512 Summer
rates    $    1,806,118.09
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 204
<TABLE>
R3 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                  # bills        $/bill            Revenues                      adj fact
<S>           <C>            <C>         <C>                                       <C>
Customer          500,712    $     6.43  $     3,221,811.21                        0.8999244
                      kwh         $/kwh
Energy
Winter        404,022,629    $  0.09800  $    39,594,933.36
      Base                   $  0.05805
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Summer        114,426,271    $  0.11897  $    13,613,294.71
      Base                   $  0.07902
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                           $    56,430,039.28
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                    Collected from:                       Rates:
                                       Basic Monthly      Energy                  $/bill        $/kwh
<S>      <C>                           <C>                <C>                <C>          <C>        <C>
Dist     $   22,465,280.53             $    3,221,811.21  $   19,243,469.32  $    6.43               Dist
                                                                                          $  0.03544 Winter
                                                                                          $  0.04303 Summer
DSM      $             -                                  $             -                 $      -   DSM
Trans    $    1,250,633.15             $             -    $    1,250,633.15  $     -      $  0.00241 Trans
Access   $   18,197,556.39                                                                           Access
                                                          $   12,989,327.52               $  0.03215  Winter
                                                          $    5,209,828.12               $  0.04553  Summer
Fuel     $   14,516,569.20                                $   14,516,569.20               $  0.02800 Fuel
NPAC     $             -                                  $             -                 $      -   NPAC

Total    $   56,430,039.27             $    3,221,811.21  $   53,209,827.31  $    6.43    $  0.09800 Winter
                                                                                          $  0.11897 Summer
rates    $   56,427,089.26
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 205
<TABLE>
R4 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                  # bills        $/bill          Revenues                       adj fact
<S>               <C>        <C>         <C>                                       <C>
Customer            1,680    $     9.99  $      16,781.79                          0.8999244
                      kwh         $/kwh
Energy
Winter - ON       462,315    $  0.15660  $      72,396.61
      Base                   $  0.11665
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Winter-OFF        991,839    $  0.05750  $      57,026.95
      Base                   $  0.01755
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Summer-ON         146,897    $  0.31677  $      46,533.06
      Base                   $  0.27683
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Summer-OFF        463,596    $  0.06055  $      28,069.31
      Base                   $  0.02060
       DSM                   $  0.00224
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                           $     220,807.72
</TABLE>

<PAGE> 206
<TABLE>
R4 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

<CAPTION>
Desired Collections                Collected from:                       Rates:
                                   Basic Monthly      Energy                  $/bill       $/kwh
<S>      <C>                       <C>                <C>                <C>          <C>        <C>
Dist     $       85,524.71         $       16,781.79  $       68,742.92  $    9.99               Dist
                                                                                      $  0.05276  Winter-ON
                                                                                      $  0.01937  Winter-OFF
                                                                                      $  0.10673  Summer-ON
                                                                                      $  0.02040  Summer-OFF
DSM     $              -                              $             -                 $      -   DSM
Trans   $         5,003.78         $             -    $        5,003.78  $     -      $  0.00242 Trans
Access  $        72,469.11                                                                       Access
                                                      $       33,943.17               $  0.07342  Winter-ON
                                                      $        7,637.16               $  0.00770  Winter-OFF
                                                      $       26,385.64               $  0.17962  Summer-ON
                                                      $        4,510.79               $  0.00973  Summer-OFF
Fuel     $       57,810.12                            $       57,810.12               $  0.02800 Fuel
NPAC     $             -                              $             -                 $      -   NPAC

Total    $      220,807.72         $       16,781.79  $      204,033.58  $    9.99    $  0.15660 Winter-ON
                                                                                      $  0.05749 Winter-OFF
rates    $      220,805.85                                                            $  0.31677 Summer-ON
                                                                                      $  0.06055 Summer-OFF
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 207
<TABLE>
G1 w/o Demand Meters - 1998 Unbundled Rates  Seasonal in Dist and Access       jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                  # bills        $/bill           Revenues                       adj fact
<S>           <C>            <C>         <C>                                       <C>
Customer          562,236    $     8.14  $    4,573,968.05                         0.8999244
                      kwh         $/kwh
Energy
Winter        227,687,653    $  0.09761  $   22,223,636.60
      Base                   $  0.05671
       DSM                   $  0.00319
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Summer        121,636,340    $  0.16042  $   19,512,966.20
      Base                   $  0.11953
       DSM                   $  0.00319
      Fuel                   $  0.03338
      NPAC                   $  0.00433

Total Revenues                           $   46,310,570.85
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                Collected from:                       Rates:
                                   Basic Monthly      Energy                  $/bill       $/kwh
<S>      <C>                       <C>                <C>                <C>          <C>        <C>
Dist     $   23,171,053.54         $    4,573,968.05  $   18,597,085.49  $    8.14               Dist
                                                                                      $  0.04349 Winter
                                                                                      $  0.07148 Summer
DSM      $             -                              $             -                 $      -   DSM
Trans    $    1,097,173.37         $             -    $    1,097,173.37  $     -      $  0.00314 Trans
Access   $   12,261,272.15                                                                       Access
                                                      $    5,229,985.39               $  0.02297  Winter
                                                      $    7,028,147.73               $  0.05778  Summer
Fuel     $    9,781,071.80                            $    9,781,071.80               $  0.02800 Fuel
NPAC     $             -                              $             -                 $      -   NPAC

Total    $   46,310,570.86         $    4,573,968.05  $   41,733,463.78  $    8.14    $  0.09760 Winter
                                                                                      $  0.16040 Summer
rates    $   46,309,384.91
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 208
<TABLE>
G1 with Demand Meters - 1998 Unbundled Rates  Seasonal in Dist and Access      jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                    # bills        $/bill          Revenues                        adj fact
<S>              <C>           <C>         <C>                                       <C>
Customer            114,024    $    12.09  $   1,378,092.38                          0.8999244
                         kw          $/kw
Demand               >10 kw
Winter               43,537    $     3.59  $     156,328.24
Summer               26,449    $    11.00  $     290,861.68
                        kwh         $/kwh
Energy
Winter
   1st 2000 kwh  61,874,379    $  0.09761  $   6,039,298.55
   next 150 hrs  13,615,662    $  0.08412  $   1,145,416.70
   additional    10,083,339    $  0.05390  $     543,456.43
      Base 1st 2000 kwh        $  0.05671
           next 150 hrs        $  0.04323
           additional          $  0.01300
       DSM                     $  0.00319
      Fuel                     $  0.03338
      NPAC                     $  0.00433

Summer
   1st 2000 kwh  31,939,174    $  0.16042  $   5,123,699.24
   next 150 hrs   8,258,637    $  0.09509  $     785,280.89
   additional     5,511,738    $  0.05695  $     313,878.15
      Base 1st 2000 kwh        $  0.11953
           next 150 hrs        $  0.05419
           additional          $  0.01605
       DSM                     $  0.00319
      Fuel                     $  0.03338
      NPAC                     $  0.00433

Total Revenues                             $  15,776,312.26
</TABLE>

<PAGE> 209
<TABLE>
G1 with Demand Meters - 1998 Unbundled Rates  Seasonal in Dist and Access      jsg               5/28/97

<CAPTION>
Desired Collections       Collected from:                                 Rates:
                          Basic Monthly    Demand        Energy            $/bill     $/kw      $/kwh
<S>      <C>              <C>              <C>           <C>              <C>      <C>      <C>       <C>
Dist     $  7,080,045.84  $  1,378,092.38                $  5,667,016.96  $ 12.09                     Dist
                                           $  12,190.36                            $  0.28  $ 0.03965  Winter 1st 2000 kwh
                                                                                            $ 0.03417         next 150 hrs
                                                                                            $ 0.02189         additional
                                           $  22,746.14                            $  0.86  $ 0.06516  Summer 1st 2000 kwh
                                                                                            $ 0.03862         next 150 hrs
                                                                                            $ 0.02313         additional
DSM      $           -                                   $           -                      $     -   DSM
Trans    $    412,311.77                                 $           -                      $     -   Trans
                                           $ 144,107.47                            $  3.31             Winter
                                           $ 268,192.86                            $ 10.14             Summer
Access   $  4,608,030.81                                                                              Access
                                           $        -    $  1,853,137.65           $   -    $ 0.02995  Winter 1st 2000 kwh
                                                         $    298,863.78                    $ 0.02195         next 150 hrs
                                                         $     40,434.19                    $ 0.00401         additional
                                           $        -    $  2,147,909.45           $   -    $ 0.06725  Summer 1st 2000 kwh
                                                         $    235,123.40                    $ 0.02847         next 150 hrs
                                                         $     32,078.32                    $ 0.00582         additional
Fuel     $  3,675,922.01                                 $  3,675,922.01                    $ 0.02800 Fuel
NPAC     $           -                                   $           -                      $     -   NPAC

Total    $ 15,776,310.43  $  1,378,092.38  $ 447,236.83  $ 13,950,485.76  $ 12.09  $  3.59  $ 0.09760 Winter  1st 2000 kwh
                                                                                            $ 0.08412         next 150 hrs
rates    $ 15,776,138.01                                                                    $ 0.05390         additional
                                                                                   $ 11.00  $ 0.16041 Summer  1st 2000 kwh
                                                                                            $ 0.09509         next 150 hrs
                                                                                            $ 0.05695         additional
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 210
<TABLE>
G2 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                        # bills      $/bill          Revenues                    adj fact
<S>                 <C>          <C>         <C>                                   <C>
Customer                303,168  $    18.19  $   5,513,859.79                      0.8999244
                             kw        $/kw
Demand                   >10 kw
Winter                3,489,462  $    10.30  $  35,955,886.94
Summer                2,017,299  $    22.07  $  44,514,016.80
                            kwh       $/kwh
Energy
Winter
   1st 2000 kwh     337,697,570  $  0.09785  $  33,043,296.69
   next 150 hrs     645,393,157  $  0.06595  $  42,561,395.91
   additional       548,255,682  $  0.05414  $  29,682,263.43
      Base 1st 2000 kwh          $  0.05671
           next 150 hrs          $  0.02481
           additional            $  0.01300
       DSM                       $  0.00343
      Fuel                       $  0.03338
      NPAC                       $  0.00433

Summer
   1st 2000 kwh     169,086,564  $  0.16066  $  27,166,040.90
   next 150 hrs     360,563,002  $  0.07691  $  27,730,014.44
   additional       321,971,623  $  0.05719  $  18,413,620.91
      Base 1st 2000 kwh          $  0.11953
           next 150 hrs          $  0.03577
           additional            $  0.01605
       DSM                       $  0.00343
      Fuel                       $  0.03338
      NPAC                       $  0.00433

Total Revenues                               $ 264,580,395.81
</TABLE>

<PAGE> 211
<TABLE>
G2 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

<CAPTION>
Desired Collections      Collected from:                                   Rates:
                         Basic Monthly   Demand           Energy            $/bill     $/kw      $/kwh
<S>    <C>               <C>             <C>              <C>               <C>      <C>      <C>       <C>
Dist   $ 107,459,091.96  $ 5,513,859.79                   $  28,249,819.73  $ 18.19                     Dist
                                         $ 32,905,626.66                             $  9.43  $ 0.01548  Winter 1st 2000 kwh
                                                                                              $ 0.01043         next 150 hrs
                                                                                              $ 0.00856         additional
                                         $ 40,789,785.78                             $ 20.22  $ 0.02541  Summer 1st 2000 kwh
                                                                                              $ 0.01216         next 150 hrs
                                                                                              $ 0.00905         additional
DSM    $            -                                     $            -                      $     -   DSM
Trans  $   6,756,046.01                                   $            -                      $     -   Trans
                                         $  3,035,831.94                             $  0.87             Winter
                                         $  3,732,003.15                             $  1.85              Summer
Access $  83,642,162.65                                                                                 Access
                                         $           -    $  18,360,616.88           $   -    $ 0.05437  Winter 1st 2000 kwh
                                                          $  17,761,219.68                    $ 0.02752         next 150 hrs
                                                          $   9,638,334.89                    $ 0.01758         additional
                                         $           -    $  18,136,224.85           $   -    $ 0.10726  Summer 1st 2000 kwh
                                                          $  13,250,690.32                    $ 0.03675         next 150 hrs
                                                          $   6,484,508.49                    $ 0.02014         additional
Fuel   $  66,723,092.72                                   $  66,723,092.72                    $ 0.02800 Fuel
NPAC   $            -                                     $            -                      $     -   NPAC

Total  $ 264,580,393.34  $ 5,513,859.79  $ 80,463,247.53  $ 178,604,507.56  $ 18.19  $ 10.30  $ 0.09785 Winter  1st 2000 kwh
                                                                                              $ 0.06595         next 150 hrs
rates  $ 264,579,417.84                                                                       $ 0.05414         additional
                                                                                     $ 22.07  $ 0.16067 Summer  1st 2000 kwh
                                                                                              $ 0.07691         next 150 hrs
                                                                                              $ 0.05719         additional
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98SEAS3.XLS

<PAGE> 212
<TABLE>
G3 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                       # bills      $/bill            Revenues                     adj fact
<S>                <C>          <C>         <C>                                        <C>
Customer                 5,352  $   237.07  $     1,268,783.09                         0.8999244
                            kw        $/kw
Demand
Winter               3,768,643  $     8.85  $    33,338,385.43
Summer               2,268,278  $    18.48  $    41,927,866.72
                           kwh       $/kwh
Energy
Winter
   ON-peak         735,984,163  $  0.06371  $    46,886,350.29
   OFF-peak        982,608,108  $  0.05298  $    52,057,154.51
      Base ON-peak              $  0.02237
           OFF-peak             $  0.01165
       DSM                      $  0.00363
      Fuel                      $  0.03338
      NPAC                      $  0.00433

Summer
   ON-peak         334,393,478  $  0.07373  $    24,655,101.77
   OFF-peak        654,425,530  $  0.05589  $    36,572,772.11
      Base ON-peak              $  0.03240
           OFF-peak             $  0.01455
       DSM                      $  0.00363
      Fuel                      $  0.03338
      NPAC                      $  0.00433

Total Revenues                              $   236,706,413.92
</TABLE>

<PAGE> 213
<TABLE>
G3 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

<CAPTION>
Desired Collections       Collected from:                                    Rates:
                          Basic Monthly   Demand           Energy              $/bill     $/kw  $/kwh
<S>     <C>               <C>             <C>              <C>               <C>       <C>      <C>       <C>
Dist    $  59,715,672.12  $ 1,268,783.09                   $       6,522.32  $ 237.07                     Dist
                                          $ 25,890,577.41                              $  6.87             Winter
                                                                                                $     -           ON-peak
                                                                                                $     -           OFF-peak
                                          $ 32,549,789.30                              $ 14.35             Summer
                                                                                                $     -           ON-peak
                                                                                                $     -           OFF-peak
DSM     $            -                                     $            -                       $     -   DSM
Trans   $   6,153,090.09                                   $            -                       $     -   Trans
                                          $  3,844,015.86                              $  1.02             Winter
                                          $  2,313,643.56                              $  1.02             Summer
Access  $  95,030,135.89                                                                                  Access
                                          $  3,617,897.28                              $  0.96             Winter
                                                           $  26,281,994.46                     $ 0.03571         ON-peak
                                                           $  24,535,724.46                     $ 0.02497         OFF-peak
                                          $  7,054,344.58                              $  3.11             Summer
                                                           $  15,288,469.81                     $ 0.04572         ON-peak
                                                           $  18,251,928.03                     $ 0.02789         OFF-peak
Fuel    $  75,807,515.81                                   $  75,807,515.81                     $ 0.02800 Fuel
NPAC    $            -                                     $            -                       $     -   NPAC

Total   $ 236,706,413.91  $ 1,268,783.09  $ 75,270,267.99  $ 160,172,154.89  $ 237.07  $  8.85  $ 0.06371 Winter  ON-peak
                                                                                                $ 0.05297         OFF-peak
rates   $ 236,704,699.21                                                               $ 18.48  $ 0.07372 Summer  ON-peak
                                                                                                $ 0.05589         OFF-peak
</TABLE>

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<PAGE> 214
<TABLE>
T1 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                # bills      $/bill      Revenues                                adj fact
<S>               <C>    <C>         <C>                                         <C>
Customer             60  $    10.13  $     607.99                                  0.8999244
                    kwh       $/kwh
Energy                                                                           ratio to summer peak
Winter - ON       9,823  $  0.14045  $   1,379.65                                  0.46073
      Base               $  0.09956
       DSM               $  0.00319
      Fuel               $  0.03338
      NPAC               $  0.00433

Winter-OFF        7,092  $  0.05390  $     382.23                                  0.10610
      Base               $  0.01300
       DSM               $  0.00319
      Fuel               $  0.03338
      NPAC               $  0.00433

Summer-ON         6,406  $  0.27207  $   1,742.91                                  1.00000
      Base               $  0.23118
       DSM               $  0.00319
      Fuel               $  0.03338
      NPAC               $  0.00433

Summer-OFF        5,387  $  0.05695  $     306.77                                  0.11860
      Base               $  0.01605
       DSM               $  0.00319
      Fuel               $  0.03338
      NPAC               $  0.00433

Total Revenues                       $   4,419.55
</TABLE>

<PAGE> 215
<TABLE>
T1 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

<CAPTION>
Desired Collections       Collected from:                     Rates:
                          Basic Monthly       Energy            $/bill     $/kwh
<S>       <C>             <C>                 <C>             <C>          <C>        <C>
Dist      $  2,514.27     $    607.80         $  1,906.47     $  10.13                Dist
                                                                           $  0.07128  Winter-ON
                                                                           $  0.01641  Winter-OFF
                                                                           $  0.15471  Summer-ON
                                                                           $  0.01835  Summer-OFF
DSM       $       -                           $       -                    $      -   DSM
Trans     $     93.82     $       -           $     93.82     $    -                  Trans
                                                                           $  0.00351  Winter-ON
                                                                           $  0.00081  Winter-OFF
                                                                           $  0.00761  Summer-ON
                                                                           $  0.00090  Summer-OFF
Access    $  1,007.65                         $  1,007.65                             Access
                                                                           $  0.03766  Winter-ON
                                                                           $  0.00868  Winter-OFF
                                                                           $  0.08177  Summer-ON
                                                                           $  0.00970  Summer-OFF
Fuel      $    803.82                         $    803.82                  $  0.02800 Fuel
NPAC      $       -                           $       -                    $      -   NPAC

Total     $  4,419.56     $    607.80         $  3,811.76     $  10.13     $  0.14045 Winter-ON
                                                                           $  0.05390 Winter-OFF
rates     $  4,419.50                                                      $  0.27209 Summer-ON
                                                                           $  0.05695 Summer-OFF
</TABLE>

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<PAGE> 216
<TABLE>
T2 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                         # bills      $/bill          Revenues                   adj fact
<S>                <C>            <C>         <C>                                  <C>
Customer                                                                           0.8999244
     <150 kw               7,764  $    27.77  $     215,619.23
>150,<300 kw               7,704  $   114.62  $     883,058.49
>300,<1000 kw              6,480  $   166.67  $   1,079,995.72
     >1000 kw              1,092  $   374.57  $     409,026.67
                              kw        $/kw
Demand
Winter                 4,204,405  $    10.30  $  43,322,756.01
Summer                 3,986,644  $    22.07  $  87,969,873.57
                             kwh       $/kwh
Energy
Winter
   ON-peak           963,496,344  $  0.06595  $  63,539,175.94
   OFF-peak        1,153,566,477  $  0.05414  $  62,453,459.55
      Base ON-peak                $  0.02481
           OFF-peak               $  0.01300
       DSM                        $  0.00343
      Fuel                        $  0.03338
      NPAC                        $  0.00433

Summer
   ON-peak           434,841,597  $  0.07691  $  33,442,598.65
   OFF-peak          719,234,559  $  0.05719  $  41,133,166.94
      Base ON-peak                $  0.03577
           OFF-peak               $  0.01605
       DSM                        $  0.00343
      Fuel                        $  0.03338
      NPAC                        $  0.00433

Total Revenues                                $ 334,448,730.77
</TABLE>

<PAGE> 217
<TABLE>
T2 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

<CAPTION>
Desired Collections             Collected from:                                  Rates:
                                Basic Monthly   Demand          Energy            $/bill    $/kw  $/kwh
<S>            <C>              <C>            <C>              <C>              <C>      <C>     <C>      <C>
Dist           $120,030,054.84                                  $   (18,602.62)                            Dist
      <150 kw                   $  215,606.28                                    $ 27.77                         <150 kw
 >150,<300 kw                   $  883,032.48                                    $114.62                    >150,<300 kw
>300,<1000 kw                   $1,080,021.60                                    $166.67                   >300,<1000 kw
     >1000 kw                   $  409,030.44                                    $374.57                        >1000 kw
                                               $ 38,764,614.10                            $ 9.22            Winter
                                                                                                  $    -            ON-peak
                                                                                                  $    -            OFF-peak
                                               $ 78,696,352.56                            $19.74            Summer
                                                                                                  $    -            ON-peak
                                                                                                  $    -            OFF-peak
DSM            $           -                                    $          -                      $    -   DSM
Trans          $  8,009,806.53                                  $          -                      $    -   Trans
                                               $  4,120,316.90                            $ 0.98            Winter
                                               $  3,906,911.12                            $ 0.98            Summer
Access         $114,816,978.09                                                                             Access
                                               $    420,440.50                            $ 0.10            Winter
                                                                $ 36,564,686.25                   $0.03795          ON-peak
                                                                $ 30,154,227.71                   $0.02614          OFF-peak
                                               $  5,381,969.40                            $ 1.35            Summer
                                                                $ 21,263,754.09                   $0.04890          ON-peak
                                                                $ 20,994,456.78                   $0.02919          OFF-peak
Fuel           $ 91,591,891.36                                  $ 91,591,891.36                   $0.02800 Fuel
NPAC           $           -                                    $           -                     $    -   NPAC

Total          $334,448,730.82  $2,587,690.80  $131,290,604.58  $200,550,413.57           $10.30  $0.06595  Winter  ON-peak
                                                                        <150 kw  $ 27.77          $0.05414          OFF-peak
rates          $334,447,311.57                                     >150,<300 kw  $114.62  $22.07  $0.07690  Summer  ON-peak
                                                                  >300,<1000 kw  $166.67          $0.05719          OFF-peak
                                                                       >1000 kw  $374.57
</TABLE>

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<PAGE> 218
<TABLE>
S2 - 1998 Unbundled Rates  Seasonal in Dist and Access                         jsg               5/28/97

Billing Determinants and Current Revenues
<CAPTION>
                             # bills          $/bill        Revenues             adj fact
<S>                       <C>         <C>             <C>                          <C>
Customer                      35,256  $         8.02  $   282,694.13               0.8999244
                                 kwh           $/kwh
Energy                    52,361,898  $  0.08963  $ 4,693,326.47
      Base                            $  0.05193
       DSM                            $      -
      Fuel                            $  0.03338
      NPAC                            $  0.00433

Total Revenues                                    $ 4,976,020.60
</TABLE>

<TABLE>
<CAPTION>
Desired Collections                   Collected from:                 Rates:
                                      Basic Monthly   Energy             $/bill       $/kwh
<S>       <C>                         <C>             <C>             <C>        <C>        <C>
Dist      $ 1,586,920.52              $   282,694.13  $ 1,304,226.39  $    8.02  $  0.02491 Dist
DSM       $          -                                $          -               $      -   DSM
Trans     $    85,064.32              $          -    $    85,064.32  $     -    $  0.00162 Trans
Access    $ 1,837,902.62                              $ 1,837,902.62             $  0.03510 Access
Fuel      $ 1,466,133.14                              $ 1,466,133.14             $  0.02800 Fuel
NPAC      $          -                                $          -               $      -   NPAC

Total     $ 4,976,020.60              $   282,694.13  $ 4,693,326.47  $    8.02  $  0.08963

rates     $ 4,975,950.04
</TABLE>

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<PAGE> 219
<TABLE>
S1 - 1998 Unbundled Rates                                       5/28/97

Billing Determinants and Current Revenues

<S>                <C>          <C>          <C>                <C>
1995 Base Revenues                           $  16,186,117.22     (1)
                          kwh        $/kwh
Energy             79,264,296   $  0.04190   $   3,321,174.00
                         Fuel   $  0.03709
                         NPAC   $  0.00481

Total Revenues                               $  19,507,291.22

Adjustment Factor                       X           0.8999244
                                                    ---------

Total 1998 Revenues                          $  17,555,088.12

Collected from Standard Offer
                   79,264,296   $  0.02800   $   2,219,400.29

New Base Collections                         $  15,335,687.83     (2)

Base Rate Adjustment                                 0.947459   (3)=(2)/(1)

Functionalization of Base Revenues                   $          proportion (4)
           Distribution                      $  12,395,891.86          0.80830
           Transmission                      $     157,619.18          0.01028
           Access                            $   2,782,176.79          0.18142
           Total                             $  15,335,687.83          1.00000

Apply to Current Base Rates
                                                  (3)*(4)
           Distribution                               0.76583
           Transmission                               0.00974
           Access                                     0.17189
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98STLITE.XLS

<PAGE> 220
<TABLE>
                                             S-1 1998 Unbundled

<CAPTION>
           old                      new                old                      new
           --------    ----------------------------    --------    ----------------------------
                         dist      trans    access                   dist      trans    access
                         ----      -----    ------                   ----      -----    ------
           class I                class I              class II               class II
           --------    ----------------------------    --------    ----------------------------
<S>        <C>         <C>       <C>       <C>         <C>         <C>       <C>       <C>
0.76583    $   8.37    $   6.41  $   0.08  $   1.44    $  13.37    $  11.15  $   0.08  $   1.44
0.00974    $  10.21    $   7.82  $   0.10  $   1.75    $  15.21    $  12.56  $   0.10  $   1.75
0.17189    $  10.21    $   7.82  $   0.10  $   1.75    $  15.21    $  12.56  $   0.10  $   1.75
           $  12.24    $   9.37  $   0.12  $   2.10    $  17.24    $  14.11  $   0.12  $   2.10
0.94746    $  14.36    $  11.00  $   0.14  $   2.47    $  19.36    $  15.73  $   0.14  $   2.47
           $  18.39    $  14.08  $   0.18  $   3.16    $  23.39    $  18.82  $   0.18  $   3.16
           $  24.02    $  18.40  $   0.23  $   4.13    $  29.02    $  23.13  $   0.23  $   4.13
           $  20.42    $  15.64  $   0.20  $   3.51    $  25.42    $  20.38  $   0.20  $   3.51
           $  24.48    $  18.75  $   0.24  $   4.21    $  29.48    $  23.48  $   0.24  $   4.21
           $  28.72    $  21.99  $   0.28  $   4.94    $  33.72    $  26.73  $   0.28  $   4.94
           $  36.78    $  28.17  $   0.36  $   6.32    $  41.78    $  32.90  $   0.36  $   6.32
           $  48.04    $  36.79  $   0.47  $   8.26    $  53.04    $  41.53  $   0.47  $   8.26

           $   9.39    $   7.19  $   0.09  $   1.61    $  14.39    $  11.93  $   0.09  $   1.61
           $  11.12    $   8.52  $   0.11  $   1.91    $  16.12    $  13.25  $   0.11  $   1.91
           $  12.87    $   9.86  $   0.13  $   2.21    $  17.87    $  14.59  $   0.13  $   2.21
           $  16.50    $  12.64  $   0.16  $   2.84    $  21.50    $  17.37  $   0.16  $   2.84
           $  24.82    $  19.01  $   0.24  $   4.27    $  29.82    $  23.75  $   0.24  $   4.27
           $  18.78    $  14.38  $   0.18  $   3.23    $  23.78    $  19.12  $   0.18  $   3.23
           $  22.24    $  17.03  $   0.22  $   3.82    $  27.24    $  21.77  $   0.22  $   3.82
           $  25.74    $  19.71  $   0.25  $   4.42    $  30.74    $  24.45  $   0.25  $   4.42
           $  33.00    $  25.27  $   0.32  $   5.67    $  38.00    $  30.01  $   0.32  $   5.67
           $  49.64    $  38.02  $   0.48  $   8.53    $  54.64    $  42.75  $   0.48  $   8.53

           $   7.44    $   5.70  $   0.07  $   1.28    $  12.44    $  10.44  $   0.07  $   1.28
           $   7.85    $   6.01  $   0.08  $   1.35    $  12.85    $  10.75  $   0.08  $   1.35
           $   9.10    $   6.97  $   0.09  $   1.56    $  14.10    $  11.71  $   0.09  $   1.56
           $  10.28    $   7.87  $   0.10  $   1.77    $  15.28    $  12.61  $   0.10  $   1.77
           $  13.23    $  10.13  $   0.13  $   2.27    $  18.23    $  14.87  $   0.13  $   2.27
           $  17.13    $  13.12  $   0.17  $   2.94    $  22.13    $  17.86  $   0.17  $   2.94
           $  14.88    $  11.40  $   0.14  $   2.56    $  19.88    $  16.13  $   0.14  $   2.56
           $  15.70    $  12.02  $   0.15  $   2.70    $  20.70    $  16.76  $   0.15  $   2.70
           $  18.20    $  13.94  $   0.18  $   3.13    $  23.20    $  18.68  $   0.18  $   3.13
           $  20.56    $  15.75  $   0.20  $   3.53    $  25.56    $  20.48  $   0.20  $   3.53
           $  26.46    $  20.26  $   0.26  $   4.55    $  31.46    $  25.00  $   0.26  $   4.55
           $  34.26    $  26.24  $   0.33  $   5.89    $  39.26    $  30.97  $   0.33  $   5.89

class VI   $   4.49    $   3.44  $   0.04  $   0.77
class VII  $   7.40    $   6.58  $   0.04  $   0.77
</TABLE>

<TABLE>
<CAPTION>
           old                      new                old                      new
           --------    ----------------------------    --------    ----------------------------
                         dist      trans    access                   dist      trans    access
                         ----      -----    ------                   ----      -----    ------
           class III             class III             class V                class V
           ---------   ----------------------------    --------    ----------------------------
<S>        <C>         <C>       <C>       <C>         <C>         <C>       <C>       <C>
0.76583    $  15.37    $  13.04  $   0.08  $   1.44    $  25.37    $  22.52  $   0.08  $   1.44
0.00974    $  17.21    $  14.45  $   0.10  $   1.75    $  27.21    $  23.93  $   0.10  $   1.75
0.17189    $  17.21    $  14.45  $   0.10  $   1.75    $  27.21    $  23.93  $   0.10  $   1.75
           $  19.24    $  16.01  $   0.12  $   2.10    $  29.24    $  25.48  $   0.12  $   2.10
0.94746    $  21.36    $  17.63  $   0.14  $   2.47    $  31.36    $  27.10  $   0.14  $   2.47
           $  25.39    $  20.72  $   0.18  $   3.16    $  35.39    $  30.19  $   0.18  $   3.16
           $  31.02    $  25.03  $   0.23  $   4.13    $  41.02    $  34.50  $   0.23  $   4.13
           $  27.42    $  22.27  $   0.20  $   3.51    $  37.42    $  31.75  $   0.20  $   3.51
           $  31.48    $  25.38  $   0.24  $   4.21    $  41.48    $  34.85  $   0.24  $   4.21
           $  35.72    $  28.63  $   0.28  $   4.94    $  45.72    $  38.10  $   0.28  $   4.94
           $  43.78    $  34.80  $   0.36  $   6.32    $  53.78    $  44.27  $   0.36  $   6.32
           $  55.04    $  43.42  $   0.47  $   8.26    $  65.04    $  52.90  $   0.47  $   8.26

           $  16.39    $  13.82  $   0.09  $   1.61    $  26.39    $  23.30  $   0.09  $   1.61
           $  18.12    $  15.15  $   0.11  $   1.91    $  28.12    $  24.62  $   0.11  $   1.91
           $  19.87    $  16.49  $   0.13  $   2.21    $  29.87    $  25.96  $   0.13  $   2.21
           $  23.50    $  19.27  $   0.16  $   2.84    $  33.50    $  28.74  $   0.16  $   2.84
           $  31.82    $  25.64  $   0.24  $   4.27    $  41.82    $  35.11  $   0.24  $   4.27
           $  25.78    $  21.01  $   0.18  $   3.23    $  35.78    $  30.49  $   0.18  $   3.23
           $  29.24    $  23.66  $   0.22  $   3.82    $  39.24    $  33.14  $   0.22  $   3.82
           $  32.74    $  26.34  $   0.25  $   4.42    $  42.74    $  35.82  $   0.25  $   4.42
           $  40.00    $  31.90  $   0.32  $   5.67    $  50.00    $  41.38  $   0.32  $   5.67
           $  56.64    $  44.65  $   0.48  $   8.53    $  66.64    $  54.12  $   0.48  $   8.53

           $  14.44    $  12.33  $   0.07  $   1.28    $  24.44    $  21.80  $   0.07  $   1.28
           $  14.85    $  12.64  $   0.08  $   1.35    $  24.85    $  22.12  $   0.08  $   1.35
           $  16.10    $  13.60  $   0.09  $   1.56    $  26.10    $  23.08  $   0.09  $   1.56
           $  17.28    $  14.50  $   0.10  $   1.77    $  27.28    $  23.98  $   0.10  $   1.77
           $  20.23    $  16.76  $   0.13  $   2.27    $  30.23    $  26.24  $   0.13  $   2.27
           $  24.13    $  19.75  $   0.17  $   2.94    $  34.13    $  29.23  $   0.17  $   2.94
           $  21.88    $  18.03  $   0.14  $   2.56    $  31.88    $  27.50  $   0.14  $   2.56
           $  22.70    $  18.66  $   0.15  $   2.70    $  32.70    $  28.13  $   0.15  $   2.70
           $  25.20    $  20.57  $   0.18  $   3.13    $  35.20    $  30.04  $   0.18  $   3.13
           $  27.56    $  22.38  $   0.20  $   3.53    $  37.56    $  31.85  $   0.20  $   3.53
           $  33.46    $  26.90  $   0.26  $   4.55    $  43.46    $  36.37  $   0.26  $   4.55
           $  41.26    $  32.87  $   0.33  $   5.89    $  51.26    $  42.34  $   0.33  $   5.89

class VI
class VII
</TABLE>

<PAGE> 221
<TABLE>
S3 - 1998 Unbundled Rates                                       5/28/97

Billing Determinants and Current Revenues

<S>                <C>          <C>          <C>              <C>
1995 Base Revenues                           $  1,960,141.18      (1)
                          kwh        $/kwh
Energy             17,004,766   $  0.04190   $    712,499.70
                         Fuel   $  0.03709
                         NPAC   $  0.00481

Total Revenues                               $  2,672,640.88

Adjustment Factor                        X         0.8999244
                                                   ---------

Total 1998 Revenues                          $  2,405,174.84

Collected from Standard Offer
                   17,004,766   $  0.02800   $    476,133.45

New Base Collections                        $   1,929,041.39      (2)

Base Rate Adjustment                                0.984134  (3)=(2)/(1)

Functionalization of Base Revenues                  $         proportion (4)
           Distribution                     $   1,302,464.14         0.67519
           Transmission                     $      29,709.96         0.01540
           Access                           $     596,867.29         0.30941
           Total                            $   1,929,041.39         1.00000

Apply to Current Base Rates
                                                  (3)*(4)
           Distribution                              0.66447
           Transmission                              0.01516
           Access                                    0.30450
</TABLE>

S:\SHARED\SALESGEN\RDESIGN\98STLITE.XLS

<PAGE> 222
<TABLE>
                                             S-3 1998 Unbundled

<CAPTION>
          old                         new                    old                         new
          --------      --------------------------------     --------      ---------------------------------
                          dist       trans       access                      dist       trans        access
                          ----       -----       ------                      ----       -----        ------
          class A                   class A                  class B                   class B
          --------      --------------------------------     --------      ---------------------------------
<S>       <C>           <C>         <C>         <C>          <C>           <C>         <C>          <C>
0.66447   $  11.12      $   7.39    $   0.17    $   3.39     $  16.12      $  12.31    $   0.17     $   3.39
0.01516   $  16.50      $  10.96    $   0.25    $   5.02     $  21.50      $  15.88    $   0.25     $   5.02
0.30450   $   9.10      $   6.05    $   0.14    $   2.77     $  14.10      $  10.97    $   0.14     $   2.77
          $  10.28      $   6.83    $   0.16    $   3.13     $  15.28      $  11.75    $   0.16     $   3.13
0.98413   $  13.23      $   8.79    $   0.20    $   4.03     $  18.23      $  13.71    $   0.20     $   4.03

          $  16.91      $  11.24    $   0.26    $   5.15     $  21.91      $  16.16    $   0.26     $   5.15
          $  24.66      $  16.39    $   0.37    $   7.51     $  29.66      $  21.31    $   0.37     $   7.51
          $  13.78      $   9.16    $   0.21    $   4.20     $  18.78      $  14.08    $   0.21     $   4.20
          $  17.53      $  11.65    $   0.27    $   5.34     $  22.53      $  16.57    $   0.27     $   5.34
</TABLE>

<PAGE>






                                ATTACHMENT 2




                            BOSTON EDISON COMPANY



                                 STORM FUND

<PAGE> 223






                                ATTACHMENT 2




                            BOSTON EDISON COMPANY



                                 STORM FUND

<PAGE> 224
                   Establishment of Storm Contingency Fund

                           Policies and Procedures

     Boston Edison Company shall establish an $8M storm contingency fund to
pay for the incremental operations and maintenance (O&M) costs incurred by the
Company as the result of major storms.  Major storms shall be defined as those
storms with incremental O&M costs over $1.0 million occurring after the date
the settlement proposal is approved by the Department of Public Utilities
(DPU).  The fund shall be established and maintained as follows:

1.   Effective upon DPU approval of this agreement, Boston Edison. will
     initially fund the storm contingency fund with an $8 million contribution
     from proceeds received by the Company through the sale of Clean Air Act
     Emission Allowances.  After storm costs have been paid from the fund,
     Boston Edison. will restore the balance to a level of $8M by contributing
     funds from distribution maintenance expenses up to a maximum of $3M a
     year until the fund reaches the $8M level.  The accounting entry to
     record any funding from distribution maintenance expenses will be booked
     as follows:

             DR    Account 598        Maintenance of Misc. Distribution Plant
             CR    Account 254        Storm Contingency Fund

2.   Upon the occurrence of a major storm, all incremental O&M costs incurred
     as a result of the storm shall be offset against the balance in Account
     254 (storm contingency fund).  Incremental O&M costs are defined as the
     costs which Boston Edison. will incur as a direct result of a storm which
     are over and above Boston Edison.'s normal costs of doing business.
     These costs shall include such things as overtime paid to employees to
     restore service to customers, rest time wages incurred as a result of
     storm restoration (as stipulated in union contracts), outside vendor
     costs, lodging and meal charges, material and supply charges, and other
     related miscellaneous storm costs.  The storm fund is not intended to
     reimburse Boston Edison. for incremental capital costs.  The accounting
     entry to record the incremental costs up to the amount in the storm fund
     will be the following:

             DR    Account 254        Storm Contingency Fund
             DR    Account 407.3      Regulatory Debits - Storm Fund
             CR    Account 407.4      Regulatory Credits - Storm Fund
             CR    Account 131        Cash

3.   If the cumulative incremental costs of major storms exceed the balance
     in Account 254 (storm contingency fund), such excess shall be deferred
     by Boston Edison. by a debit to Account 182, Deferred Charges - Storm
     Fund.  Interest on the remaining

<PAGE> 225
     balance will be accounted for as described in item 4.  The accounting
     entry to record the excess costs will be the following:

             DR    Account 182.3      Deferred Charges - Storm Fund
             CR    Account 131        Cash

4.   Interest shall be accrued monthly on any positive or negative balance in
     the fund, calculated in accordance with the Terms and Conditions for
     interest expense on customer deposits.  The accounting entry on Boston
     Edison.'s books shall be:

             DR    Account 431        Other Interest Expense
             CR    Account 254        Storm Contingency Fund

     If the fund is in a negative position, the entry on Boston Edison.'s
     books will be:

             DR    Account 182.3      Deferred Charges - Storm Fund
             CR    Account 419        Interest Income

5.   Within six months of the occurrence of a major storm, Boston Edison. will
     file an account documenting all amounts charged to the fund with the DPU
     and Attorney General (AG).  The DPU or the AG may challenge any items
     charged to this account by filing notification with the Company within 90
     days of the Company's filing.

<PAGE>






                                ATTACHMENT 3
                                ------------




                            BOSTON EDISON COMPANY
                            ---------------------



                    FORMULA FOR CALCULATING ACCESS CHARGES
                    --------------------------------------

<PAGE> 226






                                ATTACHMENT 3
                                ------------




                            BOSTON EDISON COMPANY
                            ---------------------



                    FORMULA FOR CALCULATING ACCESS CHARGES
                    --------------------------------------

<PAGE> 227
                    FORMULA FOR CALCULATING ACCESS CHARGES



                             Settlement Agreement
                    Formula for Calculating Access Charges


Access Charge Summary (Schedule 1, Page 1)

     The Access Charge is calculated in Schedules 1 and 2 attached.  The
     Access Charge is made up of two components:

             a fixed component  described in Section 1 below; and
             a variable component described in Section 2.

     In general the dollar amounts in the fixed component do not change, but
     are set at the time of the Agreement.  The amounts in the variable
     component are forecast and are reconciled to the actual charges in the
     reconciliation account.

     1.0     The Fixed Component of the Access Charge (Schedule 1, Page 2)
             -------------------------------------------------------------

             The fixed component of the Access Charge consists of the various
     elements described in more detail in Sections 1.1 through 1.9 below.
     With the exception of the amounts calculated from time to time for
     Adjustments for Residual Value Credits (Schedule 1, page 2, column G),
     the amounts shown on Schedule 1, page 2 shall be fixed and shall not be
     subject to change as part of any future reconciliation of the access
     charge.

     1.1     Amortization of Plant and Regulatory Assets (Schedule 1, Page 2,
             ----------------------------------------------------------------
             Col. C) -
             -------   Revenues shown in Col. B sufficient to amortize Plant
             and Regulatory Assets commencing on January 1, 1998 and ending
             December 31, 2009.  The balance of Plant and Regulatory Assets
             balances made up as follows:

             1.1(a)   Plant balances (Schedule 1, Page 5)
                      ----------------------------------- shall include the
                      December 31, 1995(1) net book value, of the following
                      BECo generation-related investments unrecovered as of
                      January 1, 1998, excluding any capital additions made
                      after December 31, 1995:

                      (i)     All fossil units including:  Mystic Station
                              generation, including units 1,2&3; New Boston
                              Station; L Street; Edgar Station; and Wyman
                              unit 4.

[FN]
____________________
(1) The balances in Schedule 1 will be adjusted for relevant DPU or FERC audit
    adjustments.

<PAGE> 228
                      (ii)    All Jet units including:  L Street; Edgar;
                              Mystic; Framingham; and West Medway.

                      (iii)   Pilgrim Nuclear Station, less the 25.73133%
                              share (Contract Share) covered by Pilgrim
                              unit sales contracts (Contract Customers).
                              This plant balance shall also include the
                              balances for materials and supplies, nuclear
                              intangibles and allocated share of nuclear
                              Stabilizer Line.

                      (iv)    Step up transformers at BECo's generating units
                              which are excluded from BECo's transmission
                              rates.

                      (v)     General plant allocated to generation.

                      (vi)    Generation related property held for future use.

                      (vii)   LaGrange Street property in Newton,
                              Massachusetts (1995 FERC Form 1, p. 221).

             1.1(b)   Regulatory Assets (Schedule 1, Page 6)
                      -------------------------------------- shall include
                      generation's share (net of the Pilgrim Contract Share)
                      of the following December 31, 1995(2) obligations or net
                      book balances that are unrecovered as of December 31,
                      1997:

                      (i)     FAS 109.

                      (ii)    National Energy Policy Act (NEPA) payments.

                      (iii)   Unamortized ITC (Investment Tax Credit).

                      (iv)    FAS 106 Deferral and Transition Obligations.

     1.2     Carrying Charge Component (Schedule 1, Page 2, Col. B) -
             ------------------------------------------------------
             Revenues sufficient to provide an overall pre-tax carrying charge
             on stranded investment shown on Capital shown on Schedule 1, page
             14(3), which is based on a combined State and Federal income tax
             rate of 39.225 percent multiplied by the average of the beginning
             and ending balances in each calendar year beginning in the year
             of the Retail Access Date, of the sum of the following:

             1.2(a)   Unrecovered net book value of BECo's generation
                      investments as defined in 1.1(a) above and as
                      calculated on Page 5 of Schedule 1; plus

[FN]
____________________
(2) The balances in Schedule 1 will be adjusted for relevant DPU or FERC audit
    adjustments.

(3) The carrying charge on capital shown on Schedule 1, page 14 shall be used
    as the return whenever referenced throughout this Agreement.  However, the
    return so calculated will be adjusted in accordance with Section 1.7.

<PAGE> 229
             1.2(b)   Unrecovered net book value of generation related
                      Regulatory Assets as defined in 1.1(b) above and as
                      calculated on Page 6 of Schedule 1; less

             1.2(c)   Deferred Taxes as shown in Schedule 1, Page 14, Col. C,
                      which are calculated on Schedule 1, page 13, as equal to
                      the combined State and Federal Income Tax rate of 39.225
                      percent, multiplied by the sum of the unrecovered:

                      (i)     net book value of BECo's generation investment;
                              plus

                      (ii)    net book value of generation related regulatory
                              assets; less

                      (iii)   balance of generation investment for tax
                              purposes; less

                      (iv)    balance of generation related regulatory assets
                              for tax purposes.

     1.3     Transmission Wheeling (Schedule 1, Page 2, Col. D) -
             --------------------------------------------------
             Forecast costs associated with the transmission of electricity
             from BECo's entitlements as of 12/31/95 in Wyman Unit 4, which
             is located off BECo's transmission system, together with support
             payments to Central Maine Power which are necessary for the
             transmission of this entitlement.  These costs are excluded from
             recovery under BECo's open access transmission tariffs.

     1.4     Residual Value Credits - Fossil (Schedule 1, Page 2, Col. F) -
             ------------------------------------------------------------
             BECo shall implement Fossil Residual Value Credits (FRVCs) as
             a direct offset to the Access Charges authorized under this
             Settlement.  The FRVCs shall be calculated as follows:

             1.4(a)   Fossil sale or spin-off proceeds (including sale of
                      generation related property held for future use and
                      La Grange Street property in Newton received by BECo;
                      less

             1.4(b)   Any revenues lost or gained by BECo between the Retail
                      Access Date and the divestiture date measured by the
                      difference between the revenue from the unit that BECo
                      would have collected from the fully allocated (e.g.
                      including A&G) generation portion of DPU 92-92 rates and
                      the market revenues from the units plus any Access
                      Charge revenues related to the unit sold.  However, the
                      total lost revenues so calculated shall not exceed
                      $0.008 per kilowatt-hour times the number of kilowatt-
                      hours delivered by BECo during the period between the
                      Retail Access Date and the date of divestiture(4); less

[FN]
____________________
(4) If BECo sells its generating facilities in more than one transaction, the
    revenues lost shall be allocated based on unit capacity costs in the FERC
    tariff #6 in effect at the signing of this Agreement.

<PAGE> 230
             1.4(c)   BECo's share of capital investments for that unit
                      demonstrated to be prudently incurred after December 31,
                      1995, excluded from the plant balances in Section 1.1
                      above; less

             1.4(d)   The book value at date of sale of items included as
                      consideration of the sale proceeds that are not included
                      in the recovered balances shown on pages 3 and 4 or
                      recovered elsewhere in this attachment.  Such items may
                      include materials and supplies, as well as fossil fuel.

             1.4(e)   Reasonable costs associated with the sale process
                      including any reasonable internal costs (such internal
                      costs cannot exceed $1,000,000) incurred for the
                      performance of tasks that otherwise would have been
                      outsourced as well as the cost of refinancing associated
                      with the units' sale or spin-off; less

             1.4(f)   Any reasonable cost of removal or site clean up costs of
                      the fossil facilities including any such costs incurred
                      by BECo to prepare the facilities for sale and any such
                      costs for which BECo remains liable for up to ten years
                      following the sale of said facilities.

             The closings associated with the sale of BECo's assets may occur
             at different times.  Thus, after Retail Access Date, as part of
             the annual update of the Access Charge the balance remaining at
             year end from the items above that have not already been included
             in a previous FRVC shall be credited to the Fixed Component of
             the Access Charge in equal annual monthly amounts over the period
             commencing on the date that the FRVC is implemented through
             December 31, 2009.  However, if the balance of items above not
             previously included in a FRVC exceeds $13 million, an interim
             FRVC for the outstanding balance of the items above will be
             implemented to start the flow back to customers within three
             months of receipt of funds.  The annualized amount of each year's
             FRVC credit shall be calculated as an annuity based on the
             amortization and the pretax carrying charge on the unamortized
             credit balance net of tax impacts as outlined in Sections 1.1
             and 1.2 above.  Since both proceeds and costs are recovered
             through this account there are some FRVCs that may be negative.
             However, the sum of all the FRVCs for all the years may not be
             less than zero.  If the sale of assets, whose costs have been
             included in the Access Charge, occurs after December 31, 2009,
             BECo shall implement a Residual Value Credit following that date
             to amortize the proceeds with the return specified above, over
             no more than five years.

     1.5     Residual Value Credit - Nuclear (Schedule 1, Page 2, Col. F) -
             ------------------------------------------------------------
             A plan for the market valuation (excluding decommissioning
             liabilities and funds) of Pilgrim will be filed on or before
             January 1, 1999 and the valuation will be completed by
             December 31. 2002.  Within three months after the completion
             of the market valuation as provided for in this section or in
             Section 1.8 below, BECo shall

<PAGE> 231
             implement a Pilgrim Residual Value Credit (PRVC) as a direct
             offset to the Access Charges authorized under this Settlement.
             The PRVC shall be calculated as follows:

             1.5(a)   The market valuation times 74.26867% ("BECo's Share");
                      less

             1.5(b)   BECo's Share of undepreciated capital investments
                      incurred after December 31, 1995, excluded from the
                      plant balances in Section 1.1 above; less

             1.5(c)   BECo's Share of reasonable costs associated with the
                      sale or market valuation process including any
                      reasonable internal costs (such internal costs shall
                      not exceed $1,000,000) incurred for the performance of
                      tasks that otherwise would have been outsourced as well
                      as the cost of refinancings; less

             1.5(d)   BECo's Share of any cost of removal or site clean up
                      costs not otherwise reflected in Decommissioning or
                      Post-Shutdown Costs as defined in Section 2.1.(c) of
                      this Attachment.  If the unit is sold but the
                      Decommissioning liability remains with BECo, BECo will
                      continue to collect the Decommissioning amounts through
                      the Variable Component of the Access Charge.  If the
                      decommissioning liability is transferred to the buyer
                      as part of the sale, BECo will cease collection of the
                      decommissioning amount as reflected in the
                      reconciliation account Section 2.9(a)(ii) below.

             The PRVC from Pilgrim shall be credited to the Fixed Component
             in equal annual amounts over the period commencing on the date
             the PRVC is implemented through December 31, 2009.  The
             annualized amount of the PRVC credit shall be calculated as an
             annuity based on the amortization and the pretax carrying charge
             on the unamortized credit balance net of tax impacts as outlined
             in Sections 1.1 and 1.2 above.

<PAGE> 232
     1.6     Valuation of Pilgrim if shutdown prior to market valuation under
             ----------------------------------------------------------------
             section 1.5 above
             -----------------

             If BECo notifies the DPU of its decision to shutdown Pilgrim
             prior to completion of the market valuation plan outlined above,
             then BECo will perform the following steps:

             1.6(a)   Within three working days of shutdown notification BECo
                      will publish a notice in the Wall Street Journal and
                      send letters to the CEOs of all utilities with nuclear
                      operations that the plant is available for sale to
                      qualified buyers and that any party interested in
                      purchasing Pilgrim may file a statement of intent to
                      purchase the unit with an indicative bid within ten
                      working days of the published notice with BECo.  Such
                      filing will require a bidder's deposit of $1 million.

             1.6(b)   Within ten working days of the receipt of the statement
                      of intent to purchase the unit, BECo will provide the
                      DPU with an evaluation of such indicative bids.  An
                      appropriate summary of the evaluation will be made
                      available to the public by Boston Edison.  If within 60
                      days of receipt of the evaluation, the DPU does not
                      order BECo to sell the plant, then the market value will
                      be deemed zero for purposes of this section.  The
                      Company may proceed with decommissioning the plant.  The
                      deposits will be returned to bidders.  After
                      commencement of decommissioning any proceeds from the
                      site or unit not otherwise credited to decommissioning
                      will be credited to customers as part of the annual
                      reconciliation under Section 2.9 of this agreement.

             1.6(c)   If the DPU requires the Company to sell Pilgrim, BECo
                      will recover all nuclear operating costs through the
                      access charge reconciliation account as described in
                      section 2.2(b) and the deposits will be returned to all
                      bidders.

     1.7     Residual Value Credit - For Changes in Carrying Charges Including
             -----------------------------------------------------------------
             Refinancings, Repurchases, Retirements of Securities and
             --------------------------------------------------------
             Securitization
             --------------

             1.7(a)   If directed by the legislature, BECo shall be required
                      to implement securitization on a timely basis, if
                      implementation would produce net savings to consumers
                      after taking into account all transaction costs
                      including call provisions and prepayments, if
                      applicable.

             1.7(b)   Any and all financing savings associated with the
                      issuance of securities by the Company, a government
                      agency, or any corporation established by the government
                      that pledge, assign, or have security interest in the
                      assets and/or the cash flows associated with any portion
                      of the Access Charge ("securitization") shall be
                      allocated to the Access Charge through the Adjustment
                      for Residual Value Credits on Page 2 of Schedule 1.  The
                      amount will be calculated by multiplying the average
                      balance of the

<PAGE> 233
                      securitized amount by the reduction in the "Carrying
                      Charge."  The average balance of the securitized amount
                      will be the actual daily average of the amount of the
                      "Average Net Balance" of Schedule 1, page 14, column E,
                      that has been securitized after adjustment for issue
                      costs.  The reduction in the "Carrying Charge" will be
                      the difference between the rate of return on the
                      securitization issues and the "Carrying Charge" of
                      10.88% shown on Schedule 1, page 14 as adjusted for any
                      and all previous changes in capital costs as provided in
                      this Section.  Neither the Carrying Charge on Capital
                      nor the interest rate on securitized debt is intended to
                      represent an agreement as to an allowed rate of return
                      as determined in a retail rate case, nor is it to be
                      used for any other purposes (such as AFUDC), nor does it
                      establish precedent for future proceedings, nor is it
                      binding on the parties except with respect to the
                      matters set forth in this Agreement.

             1.7(c)   The Carrying Charge rate on Schedule 1, page 14 will be
                      updated for the actual State and Federal Income Tax
                      rates and the difference in the Annual Return on
                      Unamortized Balance will be debited or credited to the
                      Access Charge through the Residual Value Credit.

     1.8     Residual Value Credit - Carrying charge on FAS 106 unfunded
             -----------------------------------------------------------
             balances -
             --------   The difference between the carrying charge provided
             for in Section 1.2 and the discount rate for FAS 106 that is used
             to calculate the updated balance in Section 1.9 below shall be
             applied to the unfunded FAS 106 balance, net of any deferred tax
             impact, and this amount shall be credited to the Residual Value
             Credit account.

     1.9     Residual Value Credit for Updated balances for Specific
             -------------------------------------------------------
             Regulatory Assets as of 12/31/97 -
             --------------------------------   As of 12/31/97 BECo shall
             reconcile the balances in Section 1.1(b) for the unrecognized
             transition obligation, prior service cost, and unrecognized gains
             or losses in the accumulated post-retirement benefit obligation
             associated with the FAS 106 transition obligation; and the
             pension obligation under FAS 87 for the amount of unrecognized
             transition obligation, prior service obligation and unrecognized
             gains and losses only to the extent that such gains and losses
             exceed five percent of plan assets or liabilities.  BECo shall
             make cash contributions to the respective trust funds for the FAS
             106 and FAS 87 obligations under this section and Section 2.5 as
             rapidly as permitted under tax law up to the level of revenues
             collected for this purpose.(5)  Any revenues associated with
             these obligations that cannot be immediately funded shall be put
             into a separate account on the books to be reserved with carrying
             charges at the rate provided in Section 1.2 until tax deductible
             funding becomes possible.  For this purpose, the FAS 87 pension
             obligation includes section 401(h) post-retirement health care
             benefits.  The one-time adjustment associated with FAS

[FN]
____________________
(5) BECo's post divestiture FAS 106 and FAS 87 gains or losses recognized on
    BECo's books shall be reflected in distribution rates to customers and
    shall neither be retained nor borne by BECo.

<PAGE> 234
             106 and FAS 87, whether positive or negative, shall be subtracted
             from or added to the schedules for prospective recovery of FAS
             106.  In addition, BECo will reconcile the balances for the FAS
             109 regulatory asset.  The changes in each of the balances will
             be only the generation portion of these balances.  This amount
             will be amortized over the period ending December 31, 2009 with
             the appropriate carrying charges used for the individual
             regulatory assets and credited or debited through the Residual
             Value Credit account.

     2.0     The Variable Component of the Access Charge
             -------------------------------------------

             The variable component of the access charge is shown on Schedule
             1, page 3.  The amounts in the variable component are forecast
             and are reconciled to the actual charges in the reconciliation
             account.  This charge includes:

     2.1     Pilgrim Fixed Operating Costs, Decommissioning and Other Post
             -------------------------------------------------------------
             Shutdown Costs (Schedule 1, page 3, Column B) -
             ---------------------------------------------   The amounts in
             this schedule are made up of three components as described in
             Sections 2.1(a), 2.1(b) and 2.1(c) below:

     2.1(a)  Revenues sufficient to cover Pilgrim Fixed Operating Costs -
             ----------------------------------------------------------   In
             each of the years 1998, 1999 and 2000 Boston Edison shall receive
             revenues equal to the lower of $23 million (as adjusted below)
             or the sum of BECo's Share of Pilgrim's annual property taxes
             (excluding any Pilgrim property tax recovered under Section 2.4
             below), NRC fees, insurance and the cost of minimum security
             requirements.  In any calendar year, the $23 million will be
             reduced by $2 million a year for every percent the capacity
             factor of the unit is below 68%, however, the amount will never
             be negative.  If less than a full year is applicable, the amount
             under this section shall be prorated to a monthly amount.  If
             BECo informs the DPU of its decision to permanently shut down
             Pilgrim, future revenues under this Section 2.1(a) will cease
             on the date of such notification and the year to date capacity
             factor will be used.  If Pilgrim is sold, the revenues covering
             fixed operating costs included in this section will continue to
             be received but will be flowed through to the purchaser.

     2.1(b)  Pilgrim Decommissioning Costs -
             -----------------------------    Decommissioning costs for
             Pilgrim will be the estimated nuclear decommissioning costs shown
             on Schedule 1, Page 8.  These costs include all charges, for,
             decommissioning and site restoration.  Any net incremental
             decommissioning costs caused by operations after the later of the
             Retail Access Date or the date when the Department prescribes a
             method of distinguishing net incremental decommissioning costs
             from decommissioning costs as described in DPU 96-100 page 288,
             (December 30 1996) shall be excluded.  Recovery of these
             decommissioning costs shall be subject to the regulatory
             authority of the agencies having jurisdiction over the operation
             and collection of such funds.  The decommissioning funds received
             under this section will be placed in irrevocable trusts
             maintained in accordance with 18 C.F.R. 35.32, 35.33, and
             relevant State, or Federal laws and regulations which may be in
             effect from time to time.  Upon the completion of decommissioning
             any

<PAGE> 235
             remaining balances in the decommissioning trust accounts will be
             returned to customers through a credit to the Reconciliation
             Account.  Decommissioning amounts will be adjusted as
             decommissioning studies for Pilgrim are updated.  These
             decommissioning studies will be updated no less than every two
             years and the updated decommissioning amounts will be reflected
             in the reconciliation account under Section 2.9(a)(ii) below.  By
             June 30, 1998, BECo will prepare a detailed early shutdown plan
             that can be updated easily and that can form the basis to
             expedite the preparation of a NRC Post-Shutdown Decommissioning
             Activities Report (PSDAR) under 10 C.F.R. 50.82 in the event of
             early shutdown.

     2.1(c)  Pilgrim Post-Shutdown Costs -
             ---------------------------   Upon BECo's notification to the
             DPU of its decision to permanently shut down Pilgrim, BECo's
             Share of Pilgrim's reasonable post shutdown costs not recovered
             through the decommissioning account will be recovered as an
             addition to the "actual decommissioning" reconciliation account
             on Schedule 2, page 1.  The shutdown notification to the DPU
             shall include BECo's estimate of the post shutdown costs not
             covered by the decommissioning fund for the 24 month period
             following the shutdown date.  Within 60 days of receipt of BECo's
             estimate, the DPU shall either (1) notify BECo of its approval of
             the estimate or (2) schedule a hearing to resolve questions
             regarding the estimate.  BECo shall be allowed to collect
             revenues through the Access Charge based upon its estimate,
             subject to refund after a final order has been issued by the DPU.
             Such refunds, if any, shall include interest (at the Carrying
             charge on Capital as shown in Schedule 1, page 14) on the
             overcollected amount balance.  Notwithstanding DPU approval of
             the budget estimate, the actual costs will be reconciled (with an
             explanation of significant variances) and recovered as described
             in Section 2.9

             If as a result of its failure to file with the NRC a PSDAR within
             one year from the later of:

                      (i)     the date of notification to the DPU of its
                              decision to shut down Pilgrim; or

                      (ii)    expiration of the 60 day period identified in
                              section 1.6(b),

             BECo is unable to use moneys from the decommissioning fund for
             decommissioning, the monthly amounts recovered under this section
             2.1(c) will be reduced by 2% per month until the level of 76% is
             reached.  The amount recovered will remain at 76% until such time
             as BECo files a PSDAR with the NRC at which time the recovery
             shall return to 100%.

     2.2     Above Market Payments to Power Suppliers (Schedule 1, Page 3,
             -------------------------------------------------------------
             Col. E )
             -------- will be:

<PAGE> 236
     2.2(a)  all payments by BECo for Long-Term Power Supply Contracts
             including any decommissioning or post shutdown costs for
             Connecticut Yankee and Mass Yankee; less

     2.2(b)  the market value realized from the resale of electricity
             purchased under the contracts into the wholesale market or if
             the supply contracts are used to support the standard offer, the
             market price will be deemed to be the standard offer prices paid
             by the customers; plus

     2.2(c)  Economic Buyout Payments agreed to by BECo after June 1, 1997
             associated with those contracts.

             Long-Term Power Supply Contracts shall be all power supply
             contracts in place as of December 31, 1995, between BECo and a
             third party supplier, continuing to the termination date of each
             contract.  Supply Contracts are listed on Schedule 1, page 9 of
             this Attachment.  Economic Buyout Payments will be all reasonable
             payments by BECo associated with the early termination of Long-
             Term Power Supply Contracts or costs incurred to reduce payments
             under those contracts.

     2.3     Above Market Fuel Transportation (Schedule 1, Page 3, Col. G)
             -------------------------------------------------------------
             as shown in Schedule 1, Page 12, will be the sum of BECo's
             continuing long-term payment obligations associated with
             (i) Capacity Payments to Gas Pipelines less (ii) the market
             value of that capacity (see Schedule 1, page 12).

     2.3(a)  Capacity and Fixed Energy Payments to Interstate Natural Gas
             Pipelines will be all capacity and fixed energy payments for
             Interstate Pipeline Capacity Contracts in effect as of
             December 31, 1995.  They include contracts with:

                      (1)  Iroquois Gas Transmission System, L.P.
                      (2)  Tennessee Gas Pipeline Company
                      (3)  Texaco Natural Gas Inc.
                      (4)  Associated Gas Services Inc.
                      (5)  Phibro Division of Salomon Inc.
                      (6)  Central Hudson Gas & Electric Corporation
                      (7)  Renaissance Energy (U.S.) Inc.
                      (8)  Boston Gas Company

     2.3(b)  The Market Value of Capacity Payments to Interstate Natural Gas
             Pipelines will equal the actual proceeds associated with the sale
             or assignment or termination of contractual obligations.  For the
             purposes of calculating the Access Charge and amount included in
             the Reconciliation Account prior to the date that BECo's
             contractual entitlements to the pipeline capacity are assigned
             to a non-affiliate, the Market Value of Capacity Payments to
             Interstate Natural Gas Pipelines equals the amounts shown on
             page 12 of Schedule 1, which are deemed to be 50 percent of such
             capacity payments.

<PAGE> 237
     2.4     Payments in Lieu of Property Taxes (Schedule 1, Page 3, Col. H)
             ---------------------------------------------------------------
             for generation facilities will include all reasonable costs
             incurred by BECo (but excluding the Contract Customer Portion of
             Pilgrim costs) or its affiliates associated with payments in lieu
             of property taxes to the cities and towns in which BECo owns
             generating facilities as of December 31, 1995 to mitigate the
             loss of tax revenues that those cities and towns would otherwise
             incur in connection with restructuring.  For the purposes of
             calculating the Variable Component of the Access Charge on page 3
             of Schedule 1, the Payments in Lieu of Property Taxes are assumed
             to be zero.

     2.5     Employee Severance and Retraining (Schedule 1, Page 3, Col. I)
             --------------------------------------------------------------
             will include all reasonable costs and expenses incurred by BECo
             (but excluding the Contract Customer Portion of Pilgrim costs)
             or its affiliates associated with the adjustment of their
             workforces in connection with the implementation of retail access
             or divestiture, including, but not limited to early retirement,
             severance, retraining and other reasonable costs.  For the
             purposes of calculating the Variable Component of the Access
             Charge on page 3 of Schedule 1, the Employee Severance and
             Retraining Costs are assumed to be zero.

     2.6     Damages, Costs, or Net Recoveries from Claims (Schedule 1, Page
             ---------------------------------------------------------------
             3, Col. J)
             ---------- by or against third parties shall include all damages,
             costs, or recoveries associated with BECo's generating business
             (but excluding the Contract Customer Portion of Pilgrim costs)
             which accrued prior to the divestiture date and which were not
             assigned to BECo's successor in interest, recovered from BECo's
             insurance carriers, or the result of gross negligence.  For the
             purposes of calculating the Variable Component of the Access
             Charge on page 3 of Schedule 1, Damages, Costs, or Net Recoveries
             from claims were assumed to be zero.

     2.7     Performance Based Rate for Pilgrim (Schedule 1, Page 3, Col. K)
             ---------------------------------------------------------------
             Performance Based Rates for Pilgrim will include the sum of the
             following three items:

     2.7(a)  So long as BECo continues to operate Pilgrim, from the Retail
             Access Date through December 31, 2000.  Performance Based Rates
             will include:

             (i)    25 percent of the total reasonable operating costs (but
                    excluding the Contract Customer Portion of Pilgrim costs),
                    including payroll and property taxes and other variable
                    costs and post 12/31/95 capital additions, on a cost of
                    service basis associated with Pilgrim that are not
                    otherwise recovered in the Access Charge under section 2.4
                    Payments in Lieu of Property Taxes or Section 2.5 Employee
                    Severance and Retraining:  less

             (ii)   the revenues (but excluding the Contract Customer Portion
                    of Pilgrim revenues) from sales of 25 percent of Pilgrim's
                    capacity and related energy produced (but excluding the
                    Contract Customer Portion of Pilgrim energy and

<PAGE> 238
                    capacity).  These revenues exclude revenues collected
                    under Sections 1.5, 1.6, 2.1, 2.4, 2.5 and 2.6 above.

     2.7(b)  If Pilgrim is required to support the Standard Offer, BECo will
             receive the prices shown on Attachment 4 "Term Sheet for Bidding
             Standard Offer Service Including Fuel Index", Section 3 "Payments
             by Distribution Company" in the table "Distribution Company
             Rates".  To the extent that Pilgrim forgoes market revenues
             higher than the Standard Offer because of its requirement to
             support the Standard Offer and it operates at a loss, it may
             recover such loss up to the amount of the revenues foregone
             through this account in the succeeding year.  In so far as the
             annual amount in Section 2.7(a) above is positive (i.e. costs
             exceed revenues) a loss shall be deemed to have occurred.  Thus
             the profit to loss calculation excludes the Pilgrim Contract
             Customers revenues and expenses and it excludes revenues under
             Sections 1.5, 1.6, 2.1, 2.4, 2.5 and 2.6 above.

     2.7(c)  The PBR for Pilgrim shall recover BECo's share of the book value
             of the actual final nuclear fuel core at shutdown which will be
             recovered in equal amounts, including a carrying charge on the
             unrecovered balance at the Carrying Charge Rate shown on Schedule
             1, page 14, as adjusted by Sections 1.2 and 1.7 over three years
             after shutdown.

     2.8     Base Total Variable Component (Schedule 1, Page 3, Col. L)
             ---------------------------------------------------------- is the
             sum of the variable components outlined in section 2.1 through
             2.7 above.

     2.9     The Reconciliation Account (Schedule 1, Page 3, Col. M)
             -------------------------------------------------------
             is calculated in Schedule 2.

     2.9(a)  Annual Reconciliation Adjustment (Schedule 2, Page 2, Col. B)
             -------------------------------------------------------------
             is calculated on Schedule 2, Page 1 and will be the sum of the
             two following components:

             (i)    Revenue Adjustment (Schedule 2, Page 1, Col. B through
                    Col. F) is calculated as follows:  The estimated retail
                    kWh delivered in Col. B are subtracted from the actual
                    retail kWh delivered in Col. C to arrive at the surplus
                    or (deficit) kWh in Col. D.  The balance in Col. D is
                    multiplied by the Access Charge Billed in Col. E to
                    arrive at an over collection or (shortfall) in Col. F.

             (ii)   Variable Cost Adjustment (Schedule 2, Page 1, Col. G
                    through Col. R) adjusts the base total variable component
                    (2.8 above) for the actual costs experienced for the items
                    in 2.1 through 2.7 above.

     2.9(b)  Deferral of Retail Access Date (Schedule 2, Page 2, Col. C)
             ----------------------------------------------------------- This
             amount is calculated as follows:  for each month that Retail
             Access Date is delayed, the monthly amount of the fixed component
             of the Access Charge shown on Schedule 1, Page 1, Col. C will be
             accumulated.  This amount will be reduced by the monthly amount
             of the annual amortization shown Schedule 1, Page 5, Col. F and

<PAGE> 239
             Schedule 1, Page 6, Col. D as adjusted by section 1.9 and the
             associated return computed in accordance with section 1.2 of this
             Agreement.  The monthly adjustment shall be accumulated in the
             Reconciliation Account established below, and will be reflected
             in the adjustments to the Access Charge commencing on January 1,
             2001.

     2.9(c)  Asset Balance Adjustments, Actual Generation & Related
             ------------------------------------------------------
             Transmission (Schedule 2, Page 2, Col. D)
             ----------------------------------------- The Transmission
             Wheeling referenced under Section 1.3 above will be adjusted in
             this account so that only the actual expense incurred by BECo
             will be recovered in the Access Charge.  The Generation Related
             Transmission on Schedule 1, Page 5 will be adjusted for the
             actual amount not recovered in the transmission rates.

     2.9(d)  Access Charge Mitigation (Schedule 2, Page 2, Col. E)
             ----------------------------------------------------- From
             January 1, 2001 through December 31, 2009, an Access Charge
             Mitigation Incentive shall increase the Variable Cost Component
             when BECo mitigates the Access Charge and reduces the cumulative
             average of the cents per kilowatt-hour Access Charge below the
             1998 Access Charge 3.51 cents as shown on Schedule 1 page 1,
             Col. H.  The schedule of rewards for each level of the cumulative
             average Access Charge in each year from 2001 through 2009 is
             shown on Schedule 1, page 4.

     2.9(e)  Annual Shortfall/Excess (Schedule 2, Page 2, Col. F)
             ---------------------------------------------------- is the total
             of items 2.9(a) through 2.9(d) above.

     2.9(f)  Annual Pre-tax Carrying Charge Component (Schedule 2, Page 2,
             -------------------------------------------------------------
             Col. G)
             -------  is the balance of the prior year in the account as shown
             in Col. I multiplied by the Carrying Charge Rate shown on
             Schedule 1, Page 14, as updated by Sections 1.2 and 1.7.

     2.9(g)  Collection of Prior Year Balance, Including Interest (Schedule 2,
             -----------------------------------------------------------------
             Page 2, Col. H)
             --------------- is the amount collected in rates as shown on
             Schedule 1, page 3, Col. N.  This amount cannot allow the Base
             Access Charge to exceed 3.51 cents/kWh in 1998 or 3.35 cents/kWh
             in later years.  If the amount to be recovered would cause the
             Access Charge to exceed 3.51 cents/kWh in 1998, the amount will
             be reduced to 3.51 cents/kWh and the remainder will be left in
             the reconciliation account and will earn a return.  If the amount
             to be recovered would cause the Access Charge to exceed 3.35
             cents/kWh in any year after 1998, the amount will be reduced to
             cause the Access Charge to equal 3.35 cents/kWh and the remainder
             will be left in the reconciliation account and will earn a
             return.  However, any Reconciliation Account adjustments that
             cause the annual Access Charge to increase or decrease by more
             than 0.2 cents per kilowatthour over the prior year shall be
             amortized with a carrying charge over the succeeding three years.

     2.9(h)  End of Year Account (Schedule 2, Page 2, Col. I)
             ------------------------------------------------ reflects the
             ongoing balance in the reconciliation account.  It reflects the
             prior year's balance adjusted for

<PAGE> 240
             current year adjustments, return on the outstanding balance less
             recoveries or payments in the current year.

<PAGE> 241
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Summary of Access Charges                                Schedule 1
                                                                                                       Page 1 of 14

<CAPTION>
             Estimate of                                                                                     Base
Line           BECo.                                                                         Total          Access
  #    Year   GWH Sales          Fixed Component               Variable Component        Access Charge      Charge
  -    ----   ---------          ---------------               ------------------        -------------      ------

                           $ in Millions  cents per kWh   $ in Millions  cents per kWh   $ in Millions   cents per kWh

       Col. A  Col. B         Col. C         Col. D          Col. E         Col. F          Col. G          Col. H

                                          (Col.C/Col.B)                  (Col.E/Col.B)   (Col.C+Col.E)   (Col.G/Col.B)
   <S> <C>        <C>               <C>            <C>             <C>            <C>             <C>             <C>
   1   1998       13,045            $208           1.60            $250           1.91            $458            3.51
   2   1999       13,187             192           1.46             250           1.89             442            3.35
   3   2000       13,329             202           1.51             245           1.84             447            3.35
----------------------------------------------------------------------------------------------------------------------
   4   2001       13,445             137           1.02             223           1.66             360            2.68
   5   2002       13,547             131           0.96             213           1.57             343            2.53
   6   2003       13,693             124           0.91             221           1.62             345            2.52
   7   2004       13,822             118           0.85             226           1.63             344            2.49
   8   2005       13,839             112           0.81             233           1.69             345            2.49
----------------------------------------------------------------------------------------------------------------------
   9   2006       13,920             106           0.76             232           1.67             338            2.43
  10   2007       14,024             100           0.71             226           1.61             326            2.32
  11   2008       14,019              94           0.67             216           1.54             310            2.21
  12   2009       14,159              88           0.62             220           1.55             308            2.18
  13   2010       14,301               1           0.01             230           1.61             231            1.61
----------------------------------------------------------------------------------------------------------------------
  14   2011       14,444               1           0.01             208           1.44             209            1.45
  15   2012       14,588               1           0.01             140           0.96             141            0.97
  16   2013       14,734               1           0.01             101           0.69             103            0.70
  17   2014       14,881               1           0.01              60           0.40              61            0.41
  18   2015       15,030               1           0.01              68           0.46              70            0.46
----------------------------------------------------------------------------------------------------------------------
  19   2016       15,181               1           0.01              59           0.39              60            0.40
  20   2017       15,332               0           0.00               0           0.00               0            0.00
  21   2018       15,486               0           0.00               0           0.00               0            0.00
  22   2019       15,641               0           0.00               0           0.00               0            0.00

     Legend:
     ------
             Col. B  Per DPU 96-23 filing dated February 16, 1996                  Col. E  Schedule 1, Page 3, Col. N
             Col. C  Schedule 1, Page 2, Col. H

NOTE: Numbers may not add due to rounding on this Schedule
                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 242
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Summary of Access Charges                         Schedule 1
                                                     Fixed Component                            Page 2 of 14
                                                             $ in Millions

<CAPTION>
                             Pre-Tax        Amortization                                                  Net Fixed
                            Return on            of                                                       Component
                            Generation       Generation     Transmission                 Adjustment       Including
                             Related          Related        in Support       Base          for         Adjustment for
                          Investment and   Investment and    of Remote        Total       Residual         Residual
Line                        Regulatory       Regulatory      Generating       Fixed        Value            Value
  #   Year                    Assets           Assets          Assets       Component      Credit           Credit
  -   ----                    ------           ------          ------       ---------      ------           ------

      Col. A                  Col. B           Col. C          Col. D        Col. E        Col. F           Col. G

                                                                           (Cols. B+C+D)                (Col.E+Col.F)
  <S>  <C>                           <C>             <C>              <C>        <C>             <C>              <C>
   1   1998                          $86             $121             $1         $208            $0               $208
   2   1999                           72              119              1          192             0                192
   3   2000                           63              138              1          202             0                202
----------------------------------------------------------------------------------------------------------------------
   4   2001                           54               82              1          137             0                137
   5   2002                           48               82              1          131             0                131
   6   2003                           42               82              1          124             0                124
   7   2004                           35               82              1          118             0                118
   8   2005                           29               82              1          112             0                112
----------------------------------------------------------------------------------------------------------------------
   9   2006                           23               82              1          106             0                106
  10   2007                           17               82              1          100             0                100
  11   2008                           11               82              1           94             0                 94
  12   2009                            6               82              1           88             0                 88
  13   2010                                                            1            1             0                  1
----------------------------------------------------------------------------------------------------------------------
  14   2011                                                            1            1             0                  1
  15   2012                                                            1            1             0                  1
  16   2013                                                            1            1             0                  1
  17   2014                                                            1            1             0                  1
  18   2015                                                            1            1             0                  1
----------------------------------------------------------------------------------------------------------------------
  19   2016                                                            1            1             0                  1
  20   2017                                                            0            0             0                  0
  21   2018                                                            0            0             0                  0
  22   2019
             Total Amortization                     1,112

       Legend:
       ------
       Col. B   Schedule 1, Page 14, Col. F
       Col. C   Amorization used to levellize rates for 1998 - 2000, straight line plus excess NCIO thereafter until
                the assets are fully depreciated
       Col. G   Actual Market Valuation will be credited in Reconciliation Account

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 243
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Summary of Access Charges                            Schedule 1
                                                   Variable Component                              Page 3 of 14
                                                                   $ in Millions

<CAPTION>
                 Nuclear
                 Decomm.            Power Contracts
                 & other      ===========================      Future      Above      Payments
                   Post       Power      Assumed    Above      Power      Market     in Lieu of
Line             Shutdown     Total      Market     Market    Contract     Fuel       Property
  #    Year       costs     Obligation    Value    Payments   Buyouts    Transport     Taxes
  -    ----      --------   ----------    -----    --------   -------    ---------     -----

       Col. A     Col. B      Col. C     Col. D     Col. E     Col. F     Col. G       Col. H

                                                (Col.C - Col.D)
  <S>  <C>             <C>         <C>       <C>        <C>         <C>        <C>           <C>
   1   1998            36          318       114        204         $0         $10           $0
   2   1999            37          327       124        203          0          10            0
   3   2000            37          324       124        199          0           8            0
-----------------------------------------------------------------------------------------------
   4   2001            14          329       120        209          0           0            0
   5   2002            15          315       117        198          0           0            0
   6   2003            15          327       121        206          0           0            0
   7   2004            16          334       124        210          0           0            0
   8   2005            16          346       129        217          0           0            0
-----------------------------------------------------------------------------------------------
   9   2006            17          346       130        216          0           0            0
  10   2007            17          342       133        208          0           0            0
  11   2008            18          335       137        198          0           0            0
  12   2009            18          342       140        201          0           0            0
  13   2010            19          356       145        211
-----------------------------------------------------------------------------------------------
  14   2011            19          304       116        188
  15   2012            20          202        82        120
  16   2013                        171        69        101
  17   2014                        109        48         60
  18   2015                        118        50         68
-----------------------------------------------------------------------------------------------
  19   2016                         98        39         59
  20   2017
</TABLE>

<TABLE>
<CAPTION>
                 Employee      Damages,          PBR for
                 Severance   Costs, or Net    Nuclear Units      Base
                    and       Recoveries     Remaining after     Total      Recon-         Total
Line            Retraining       from            Market        Variable    ciliation     Variable
  #    Year        Costs        Claims          Valuation      Component    Account      Component
  -    ----        -----        ------          ---------      ---------    -------      ---------

       Col. A     Col. I        Col. J           Col. K         Col. L      Col. M        Col. N

                                                                                     (Col. L + Col. M)
  <S>  <C>              <C>             <C>               <C>       <C>           <C>         <C>
   1   1998             $0              $0                $0        $250          $0          $250
   2   1999              0               0                 0         250          (0)          250
   3   2000              0               0                 0         245           0           245
--------------------------------------------------------------------------------------------------
   4   2001              0               0                 0         223           0           223
   5   2002              0               0                 0         213           0           213
   6   2003              0               0                 0         221           0           221
   7   2004              0               0                 0         226           0           226
   8   2005              0               0                 0         233           0           233
--------------------------------------------------------------------------------------------------
   9   2006              0               0                 0         232           0           232
  10   2007              0               0                 0         226           0           226
  11   2008              0               0                 0         216           0           216
  12   2009              0               0                 0         220           0           220
  13   2010                                                          230           0           230
--------------------------------------------------------------------------------------------------
  14   2011                                                          208           0           208
  15   2012                                                          140           0           140
  16   2013                                                          101           0           101
  17   2014                                                           60           0            60
  18   2015                                                           68           0            68
--------------------------------------------------------------------------------------------------
  19   2016                                                           59           0            59
  20   2017                                                            0           0             0

       Legend:
       ------
       Col. B           Schedule 1, Page 7, Col. B, plus Page 8 Col.D
       Col. C           Schedule 1, Page 9, Col.N
       Col. D           GWH on Page 10 multiplied by forecast Market price from MECO's filing DPU 96-25
       Col. G           Schedule 1, Page 12, Col. D
       Col. F & H-K     Forecast as zero
       Col. L           Col. B + Col. E + Col. F + Col. G + Col. H + Col. I + Col. J + Col. K
       Col. M           Schedule 2, Page 2, Col. I for the prior year, but this amount cannot allow the
                        rate on Schedule 1, Page 1 Column H to exceed 3.51 any excess will be deferred as
                        explained under section 2.9
       Col. B-K         Actual costs will be used for reconciliation as shown in Schedule 2 page 1

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 244
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                     Access Charges                               Schedule 1
                                            Access Charge Mitigation Incentive                  Page 4 of 14
                                          Mechanism  -- Illustrative Calculation

<CAPTION>
                            Cumulative
                              Rolling                    Nominal
                 Base         Average                    Annual      Impact
                Access        Access      Cumulative   Incremental     on
Line            Charge        Charge        Bonus         Bonus      Access
  #    Year   (cents/kWh)   (cents/kWh)    Allowed      Required     Charge
  -    ----   -----------   -----------    -------      --------     ------

       Col. A    Col. B        Col. C       Col. D        Col. E      Col. F
  <S>  <C>           <C>           <C>          <C>           <C>      <C>     <C>
   1   1998          3.51          3.51                        0.0     0.00    ---------------------------------------
   2   1999          3.35          3.43                        0.0     0.00    Legend:
   3   2000          3.35          3.40                        0.0     0.00    ------
---------------------------------------------------------------------------      Col. B  Schedule 1, Page 1, Col. H
   4   2001          2.68          3.22          8.9          11.5     0.09      Col. C  Cumulative average of current
   5   2002          2.53          3.08         15.1           8.6     0.06              & prior years shown in Col. B
   6   2003          2.52          2.99         20.4           7.7     0.06      Col. D  For any given year based
   7   2004          2.49          2.92         25.0           7.2     0.05              upon cumulative average
   8   2005          2.49          2.87         28.7           6.2     0.04              access charge, interpolate
--------------------------------------------------------------------------------         bonus from the table below:
   9   2006          2.43          2.82         32.1           6.0     0.04      Col. E  (Col. D current year -
  10   2007          2.32          2.77         35.3           6.0     0.04              Col. D prior year) *
  11   2008          2.21          2.72         38.3           6.1     0.04              (1 + WACC AT) ^ n, where
  12   2009          2.18          2.67         40.7           5.4     0.04              n = number of years since
                                                                                         1998 +1, and WACC AT is
                                                                                         the weighted cost of capital
                                                                                         after-tax equal to      6.61%
                                                                                 Col. F  Col. E / GWH sales shown on
                                                                                         Sch 1, Page 1, Col. B current
                                                                                         year
                                                                               ---------------------------------------
</TABLE>


<TABLE>
     Assumptions:
     1998 $ NPV Cumulative Bonus/(Penalty)

<CAPTION>
Rolling Average
Access Charge        1998    1999    2000    2001    2002    2003    2004    2005    2006    2007    2008    2009
-------------        ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----    ----
                <S>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
                1.00     $21     $38     $52     $63     $72     $80     $85     $90     $93     $96     $97     $98
                1.20      20      36      49      60      68      76      81      86      89      91      92      93
                1.40      19      34      47      57      65      72      77      81      84      86      88      88
                1.60      18      32      44      53      61      68      73      77      79      81      83      83
                1.80      17      31      41      50      58      64      68      72      75      77      78      78
                2.00      16      29      39      47      54      60      64      68      70      72      73      74
                2.20      14      25      34      41      47      52      56      59      61      62      63      64
                2.40      12      21      29      35      40      44      47      50      51      53      54      54
                2.60      10      17      23      28      33      36      39      41      42      43      44      44
                2.80       8      13      18      22      25      28      30      32      33      34      34      34
                3.00       5      10      13      16      18      20      22      23      24      24      25      25
                3.20       3       6       8      10      11      12      13      14      14      15      15      15
                3.40       1       2       3       3       4       4       4       5       5       5       5       5
                3.50       0       0       0       0       0       0       0       0       0       0       0       0

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 245
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Unrecovered Plant Balances                        Schedule 1
                                                      $ in Millions                             Page 5 of 14

<CAPTION>
                                                                                                           Applicable
                                                                                                             Annual
                                                                DPU                                       Depreciation
                                                              Form 1                                      for 1998 and
line   Source                                                Reference           12/31/95   12/31/97         Beyond
       ------                                                ---------           --------   --------         ------

       Col. A                                                 Col. B              Col. C     Col. D          Col. F
 <S> <C>                                            <C>                          <C>        <C>         <C>     <C>
  1  Nuclear Land                                   p.205                            $6.7       $6.7
  2  Nuclear Plant in Service                       p.205                         1,181.9    1,181.9    rate
  3  Nuclear CWIP                                   p.216                             1.1        1.1
  4  Nuclear Accumulated Depreciation               p.219                          (444.3)    (537.3)    3.93%  $46.5
  5  Nuclear Intangible                                                              27.0       27.0
  6  Amortization of Nuclear Intangible                                              (9.8)     (11.5)    3.28%    0.9
  7  Nuclear Stabilization Line                      p.232                            0.6        0.4              0.1
  8  Nuclear Materials & Supplies                    Acct 15451                      31.6       31.6
  9  Amortization of Materials & Supplies            A/C 15462/15463                 (9.5)     (12.9)             1.7
 10  End of life unamortized final Nuclear Core      p 203 (av 1993/5)               27.5       27.5
                                                                                 -------------------
 11  TOTAL Nuclear                                    (sum of lines 1 - 10)        $812.8     $714.4
 12  LESS Contract Customers                         25.73133% of line 11          (209.1)    (183.8)           (12.7)
     -----------------------------------------------------------------------------------------------
 13  Net Pilgrim (a)                                 (Line 11 minus line 12)       $603.7     $530.6
     -----------------------------------------------------------------------------------------------

 14  Fossil Land (*)                                 p.205                           $7.1       $7.1
 15  Fossil Plant in Service (*)                     p.205                          842.7      842.7    rate
 16  Fossil CWIP                                     p.216                            3.3        3.3
 17  Fossil Accumulated Depreciation(*)              p.219                         (317.1)    (375.5)    3.47%   29.2

 18  Jets Land                                       p.207                            0.0        0.0
 19  Jets Plant in Service                           p.207                           42.3       42.3    rate
 20  Jets Accumulated Depreciation                   p.209                          (21.6)     (23.9)    2.76%    1.2
 21  LaGrange Street                                 p.221                            0.8        0.8
 22  Generation Related Transmission Plant                                           10.0       10.0
 23  Amortization of generation related Transmission Plant                           (6.3)      (6.7)    1.80%    0.2
 24  Generation Related General Plant                                                34.5       34.5
 25  Amortization of generation related General Plant                                (9.2)     (15.2)             3.0
---------------------------------------------------------------------------------------------------------------------
 26  Total Generation unrecovered Plant Balance       (sum of lines 13 - 24)     $1,190.3   $1,050.0            $33.6
---------------------------------------------------------------------------------------------------------------------

Legend:
------
       *    Fossil Fuel Plants Plant Balances include the Edgar and L Street sites         1112.2331
      (a)   Nuclear Plant Balances represent the BECo. portion only; Contract Customers share is excluded
      (b)   Col C represents 1995 per book numbers from the DPU Form 1
      (c)   Col D represents the 1995 per book numbers in Col.(c) adjusted for two years depreciation at the rates in
            Col.(F)
NOTE:  Additional voluntary depreciation not included in current base rates are specifically excluded
       (e.g. $22 million in 1996 for Mystic 4,5&6)
  This additional depreciation does not reduce the recoverable amount of the generating assets above.

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 246
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                       Generation Related Regulatory Asset Balances               Schedule 1
                                                      $ in Millions                             Page 6 of 14

<CAPTION>
                                                                               Applicable
                                                                                 Annual
                                                                              Amortization
                                                   Balance as of              for 1998 and
         Regulatory Asset                      12/31/95     12/31/97             Beyond
         ----------------                      --------     --------             ------

line #   Col. A                                 Col. B       Col. C              Col. D
     <S> <C>                                      <C>          <C>                    <C>      <C>
     1   FAS 109                                  $19.2        $20.3                  $1.7     (a)

     2   FAS 106 Deferral                           6.8          6.8                           (b)

     3   FAS 106 Transition Obligation             57.0         50.3                   3.4     (b)

     4   Unamortized Investment Tax Credit        (26.2)       (22.9)                 (1.7)    (a)

     5   National Energy Policy Act (NEPA)          9.3          7.6                   0.8     (c)

                     ---------------------------------------------------------------------
     6               Total                        $66.2        $62.2                  $4.2
                     ---------------------------------------------------------------------

         Notes:
         (a).  Allocation based on direct net plant adjusted for Pilgrim contract customer share
         (b).  Allocation based on direct labor adjusted for Pilgrim contract customer share
         (c).  Nuclear adjusted for Pilgrim contract customer share (25.73133%)

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 247
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                   Boston Edison Share of Fixed Nuclear Operating Costs                  Schedule 1
                                                      $ in Millions                                    Page 7 of 14

<CAPTION>
                                                                         Fixed
         Line                                                          Operating
           #           Year                                              Costs
           -           ----                                              -----

                       Col. A                                           Col. B
                   <S> <C>                                                   <C>
                   1   1998                                                  $23
                   2   1999                                                   23
                   3   2000                                                   23
--------------------------------------------------------------------------------
                   4   2001
                   5   2002
                   6   2003

         Note:  There is no allocation to Pilgrim Contract Customers

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 248
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                            Total Annual Decommissioning Cost                        Schedule 1
                                                      $ in Millions                                Page 8 of 14

<CAPTION>
          Line           Year                                           Boston
            #            ----                             Contract      Edison
            -            Col. A          Pilgrim          Customers     Share
                                         -------          --------------------

                                         Col. B            Col. C       Col. D
                   <S>   <C>                 <C>                 <C>       <C>
                    1    1998                $18                 $5        $13
                    2    1999                 18                  5         14
                    3    2000                 19                  5         14
------------------------------------------------------------------------------
                    4    2001                 19                  5         14
                    5    2002                 20                  5         15
                    6    2003                 21                  5         15
                    7    2004                 21                  5         16
                    8    2005                 22                  6         16
------------------------------------------------------------------------------
                    9    2006                 22                  6         17
                   10    2007                 23                  6         17
                   11    2008                 24                  6         18
                   12    2009                 25                  6         18
                   13    2010                 25                  7         19
------------------------------------------------------------------------------
                   14    2011                 26                  7         19
                   15    2012                 27                  7         20
                   16    2013

Col. B     $14 million in 1991 inflated at 3% per year

Col. C     Pilgrim Contract Customers share being 25.73133% of Col.B

Col. D     Col. B - Col. C

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 249
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                               Power Contract Obligations
                                         Annual Obligations in Millions of Dollars                     Schedule 1
                                         (Includes both energy and capacity costs)
                                                                                                    Page 9 of 14
<CAPTION>
                                Ocean  Ocean                                                   Hydro
Line              Conn   Canal  State  State    NEA    NEA              Mass     MBTA    MBTA  Quebec   Mass   -----
  #              Yankee    1      1      2      (A)    (B)   L'Energia  Power   Jet 1   Jet 2   1&2    Yankee  Total
  -              ------    -      -      -      ---    ---   ---------  -----   -----   -----  ------  ------  -----

        Col.A    Col.B   Col.C  Col.D  Col.E  Col.F  Col.G     Col.H    Col.I   Col.J   Col.K  Col.L   Col.M   Col.N
    ---------------------------------------------------------------------------------------------------------
    Share of Unit  9.5%  25.0%  23.5%  23.5%  46.6%  29.0%       73.0%  44.3%  100.0%  100.0%   11.2%    9.5%
    ---------------------------------------------------------------------------------------------------------
  <S>   <C>         <C>    <C>    <C>    <C>    <C>    <C>         <C>    <C>      <C>     <C>    <C>      <C>  <C>
   1    1998        $21    $25    $25    $27    $76    $50         $25    $50      $2      $0     $11      $6   $318
   2    1999         21     26     25     27     76     54          26     53       2       0      11       6    327
   3    2000         20     27     24     26     76     58          27     52       2       0      10       0    324
   4    2001         21     23     24     26     76     63          27     56       2       0      10       0    329
   5    2002         23      0     26     25     76     67          28     58       2       0      10       0    315
--------------------------------------------------------------------------------------------------------------------
   6    2003         24      0     23     27     76     72          29     61       2       3       9       0    327
   7    2004         26      0     24     26     76     78          30     61       2       3       9       0    334
   8    2005         27      0     24     26     76     84          31     65       2       3       8       0    346
   9    2006         29      0     24     26     76     90          25     65       0       3       8       0    346
  10    2007         16      0     24     25     76     97          26     68       0       3       8       0    342
--------------------------------------------------------------------------------------------------------------------
  11    2008          0      0     24     26     76    104          27     67       0       3       7       0    335
  12    2009          0      0     24     26     78    112          29     66       0       0       7       0    342
  13    2010          0      0     24     26     85    120          30     65       0       0       7       0    356
  14    2011          0      0      0     19     86     97          31     64       0       0       6       0    304
  15    2012          0      0      0      0    100      0          32     64       0       0       6       0    202
--------------------------------------------------------------------------------------------------------------------
  16    2013          0      0      0      0    102      0           0     63       0       0       5       0    171
  17    2014          0      0      0      0    104      0           0      0       0       0       5       0    109
  18    2015          0      0      0      0    113      0           0      0       0       0       5       0    118
  19    2016          0      0      0      0     94      0           0      0       0       0       4       0     98
  20    2017          0      0      0      0      0      0           0      0       0       0       0       0      0
--------------------------------------------------------------------------------------------------------------------
  21    2018
  22    2019

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 250
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Annual Obligations in GWH
                                                                                                      Schedule 1

                                                                                                   Page 10 of 14

<CAPTION>
Line                  Conn             Ocean    Ocean                            Mass    MBTA    MBTA     Total
  #                  Yankee  Canal 1  State 1  State 2  NEA 1  NEA2   L'Energia  Power   Jet 1   Jet 2  Purchases
  -                  ------  -------  -------  -------  -----  ----   ---------  -----   -----   -----  ---------

          Col.A      Col. B   Col.C    Col.D    Col.E   Col.F  Col.G   Col.H     Col.I   Col.J   Col.K   Col. L
      ------------------------------------------------------------------------------------------------
      Share of Unit    9.5%    25.0%    23.5%    23.5%  46.6%  29.0%      73.0%  44.3%  100.0%  100.0%
      -----------------------------------------------------------------------------------------------------------
  <S>     <C>                    <C>      <C>      <C>  <C>      <C>        <C>    <C>       <C>     <C>    <C>
   1      1998                   634      541      540  1,167    726        350    642       1       0      4,600
   2      1999                   661      532      533  1,166    726        364    729       1       1      4,713
   3      2000                   715      555      556  1,170    728        366    602       1       1      4,693
   4      2001                   568      533      545  1,166    726        365    731       1       1      4,636
   5      2002                            554      555  1,166    726        364    707       1       1      4,075
-----------------------------------------------------------------------------------------------------------------
   6      2003                            533      534  1,167    726        365    755       2       1      4,082
   7      2004                            556      557  1,170    728        366    669       1       1      4,047
   8      2005                            533      545  1,167    726        365    732       1       1      4,069
   9      2006                            554      556  1,166    725        365    630               1      3,996
  10      2007                            533      534  1,166    725        364    644               1      3,966
-----------------------------------------------------------------------------------------------------------------
  11      2008                            556      557  1,170    728        366    543               0      3,921
  12      2009                            556      557  1,170    728        366    543                      3,921
  13      2010                            556      557  1,170    728        366    543                      3,921
  14      2011                                     418  1,170    546        366    543                      3,044
  15      2012                                          1,170               366    543                      2,079
-----------------------------------------------------------------------------------------------------------------
  16      2013                                          1,170                      543                      1,714
  17      2014                                          1,170                                               1,170
  18      2015                                          1,170                                               1,170
  19      2016                                            878                                                 878
  20      2017
-------------------                                                                                     ---------
Termination Dates  6/29/07  10/31/01  12/31/10  9/30/111  9/14/16  9/14/11  12/31/12  12/31/13  12/31/05

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 251
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                        Annual Utility Unit Sales Power Contracts                       Schedule 1
                                                      $ in Millions                                  Page 11 of 14

<CAPTION>
          Line
            #            Year                      Total
            -            ----                      -----

                         Col. A                    Col. B
                   <S>   <C>                           <C>
                    1    1998                          $0
                    2    1999                           0
                    3    2000                           0
                    4    2001                           0
                    5    2002                           0
                    6    2003                           0
                    7    2004                           0
                    8    2005                           0
                    9    2006                           0
                   10    2007                           0
                   11    2008                           0
                   12    2009                           0

Note:  Pilgrim Contract Customers are credited to the individual
          Access Charge pages
Note:  FERC wholesale contracts are revenue credited to the Distribution Charge

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 252
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                         Annual Fixed Costs of Gas Transportation                      Schedule 1
                                                 Contractual Commitments                            Page 12 of 14
                                                      $ in Millions

<CAPTION>
          Line                                                              Total
            #                              Total            Assumed         Excess
            -                          Transportaion         Market          Over
                          Year             Cost            Value  (A)       Market
                          ----             ----            ----------       ------

                          Col. A          Col. B             Col. C         Col. D
                    <S>   <C>                    <C>              <C>          <C>
                     1
                     2    1998                   $19              $10          $10
                     3    1999                    20               10           10
                     4    2000                    17                8            8
----------------------------------------------------------------------------------
                     5    2001                     0                0            0
                     6    2002                     0                0            0
                     7    2003                     0                0            0
                     8    2004                     0                0            0
                     9    2005                     0                0            0
----------------------------------------------------------------------------------
                    10    2006                     0                0            0
                    11    2007                     0                0            0
                    12    2008                     0                0            0

Note:  These Gas Transportation Charges relate to New Boston
          (A)  50% is deemed recoverable through the market.

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 253
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                 Summary of Acess Charges                              Schedule 1
                                            Deferred Taxes on Fixed Component                       Page 13 of 14
                                                      $ in Millions

<CAPTION>
                           Book Basis                             Tax Basis
                 ------------------------------        -------------------------------
                             Balance                                Balance
                 Balance    Generation   Total          Balance    Generation                 Excess
                 Net Book    Related      Net           Net Tax     Related     Total          Book           Deferred
Line             Value of   Regulatory   Book           Value of   Regulatory    Tax           Over           Taxes @
  #   Year End  Generation    Assets     Basis         Generation    Assets     Basis          Tax            39.225%
  -   --------  ----------    ------     -----         ----------    ------     -----          ---            -------

       Col. A     Col. B      Col. C     Col. D          Col. E      Col. F     Col. G        Col. H           Col. I
  <S>   <C>         <C>            <C>   <C>                 <C>          <C>     <C>           <C>              <C>
   1    1997        $1,050         $62   $1,112              $481         $50     $531          $581             $228
   2    1998           935          57      992               217          47      264           727              285
   3    1999           821          52      873               193          44      237           636              249
   4    2000           688          47      735               171          40      211           523              205
---------------------------------------------------------------------------------------------------------------------
   5    2001           612          41      653               150          37      187           466              183
   6    2002           535          36      571               130          34      163           408              160
   7    2003           459          31      490               109          30      139           351              138
   8    2004           382          26      408                90          27      117           291              114
   9    2005           306          21      327                81          23      104           222               87
---------------------------------------------------------------------------------------------------------------------
  10    2006           229          16      245                73          20       93           152               60
  11    2007           153          10      163                66          17       83            80               32
  12    2008            76           5       82                61          13       74             7                3
  13    2009             0          (0)       0                58          10       68           (68)             (27)
  12    2010
---------------------------------------------------------------------------------------------------------------------
  13    2011
  14    2012
Annual Amortization

     Legend:
     ------
        Col. B, line 1   Schedule 1 page5 Col D, line 25 - amortized as shown in Schedule 3 page 1
        Col. C, Line 1   Schedule 1 page6 Col C, line 6 - amortized as shown in Schedule 3 page 1
              Col. D     Col B + Col. C
              Col. E     Schedule 3 page 2
              Col. G     Col E + Col. F
              Col. H     Col D- Col. G
              Col. I     Col H * Composite Tax Rate of 39.225

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 254
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                                Summary of Access Charges                             Schedule 1
                                            Carrying Charge on Fixed Component                     Page 14 of 14
                                                                        $ in Millions

<CAPTION>
                                                           Annual
                                                         Return on
                                                        Unamortized
                 Balance                                   Balance
                   of                         Average       Using
Line              Fixed    Deferred    Net      Net    Carrying Charge
  #   Year End  Component   Taxes    Balance  Balance    on Capital
  -   --------  ---------   -----    -------  -------    ----------

       Col. A    Col. B     Col. C   Col. D   Col. E       Col. F
  <S>   <C>        <C>         <C>      <C>       <C>               <C>    <C>                  <C>
   1    1997       $1,112      $228     $884                              -------------------------------------
   2    1998          992       285      706      795               86     Carrying Charge
   3    1999          873       249      623      665               72                          Year End
   4    2000          735       205      529      576               63     Capital Structure         1995
----------------------------------------------------------------------       LTD Taxable                47.63%
   5    2001          653       183      470      500               54       Preferred                   8.92%
   6    2002          571       160      411      441               48       Common Equity              43.45%
   7    2003          490       138      352      382               42                                 100.00%
   8    2004          408       114      294      323               35
   9    2005          327        87      239      267               29     Cost Rates
----------------------------------------------------------------------       LTD Taxable                 8.31%
  10    2006          245        60      185      212               23       Preferred                   8.22%
  11    2007          163        32      132      158               17       Common Equity               7.99%
  12    2008           82         3       79      105               11     Total Weighted Cost Rates     8.16%
  13    2009            0       (27)      27       53                6
  12    2010                                                               Reimbursement for taxes
----------------------------------------------------------------------     on equity component           2.71%

     Legend:                                                               Carrying Charge Rate         10.88%
     ------                                                               -------------------------------------
         Col. B    Schedule 1, Page 13, Col. D
         Col. C    Schedule 1, Page 13, Col. I                             Total weighted cost rate
         Col. D    Col. B - Col. C                                         less tax shield on debt       6.61%
         Col. E    (Col. D prior year + Col. D current year) / 2
         Col. F    Col. E * Total Carrying Charge of         10.88%

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 255
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                   Reconciliation Adjustment - Illustrative Calculation
                                                                                                      Schedule 2

                                                                                                          Page 1

<CAPTION>
                        Revenue Adjustments                    Boston Edison Company Variable Cost Adjustments
        ----------------------------------------------------  --------------------------------------------------
                                                                                                         Actual
                                                                Base                         Actual      Power
        Estimated   Actual      Delta    Access    Revenue      Total        Actual          Power     Contracts
           kWh        kWh        kWh     Charge    Excess/    Variable       Nuclear         Total       Market
Year    Delivered  Delivered  Delivered  Billed  (Shortfall)  Component  Decommissioning  Obligations    Value
----    ---------  ---------  ---------  ------  -----------  ---------  ---------------  -----------    ------

Col. A   Col. B     Col. C     Col. D    Col. E    Col. F      Col. G        Col. H         Col. I       Col. J
<S>        <C>        <C>             <C>  <C>            <C>      <C>               <C>         <C>        <C>
1998       13,045     13,045          0    3.51           $0       $250              $36         $318       $114
1999       13,187     13,187          0    3.35            0        250               37          327        124
2000       13,329     13,329          0    3.35            0        245               37          324        124
----------------------------------------------------------------------------------------------------------------
2001       13,445     13,445          0    2.68            0        223               14          329        120
2002       13,547     13,547          0    2.53            0        213               15          315        117
2003       13,693     13,693          0    2.52            0        221               15          327        121
2004       13,822     13,822          0    2.49            0        226               16          334        124
2005       13,839     13,839          0    2.49            0        233               16          346        129
----------------------------------------------------------------------------------------------------------------
2006       13,920     13,920          0    2.43            0        232               17          346        130
2007       14,024     14,024          0    2.32            0        226               17          342        133
2008       14,019     14,019          0    2.21            0        216               18          335        137
2009       14,159     14,159          0    2.18            0        220               18          342        140
2010       14,301     14,301          0    1.61            0        230               19          356        145
----------------------------------------------------------------------------------------------------------------
2011       14,444     14,444          0    1.45            0        208               19          304        116
2012       14,588     14,588          0    0.97            0        140               20          202         82
2013       14,734     14,734          0    0.70            0        101                0          171         69
2014       14,881     14,881          0    0.41            0         60                0          109         48
2015       15,030     15,030          0    0.46            0         68                0          118         50
----------------------------------------------------------------------------------------------------------------
2016       15,181     15,181          0    0.40            0         59                0           98         39
2017       15,332     15,332          0    0.00            0          0                0            0          0
2018       15,486     15,486          0    0.00            0          0                0            0          0
</TABLE>

<TABLE>
<CAPTION>
                                        Boston Edison Company Variable Cost Adjustments
       --------------------------------------------------------------------------------------------------------------
                                                          Actual        Actual
                     Actual                    Actual     Damages,      PBR for
        Actual       Above         Actual     Employee     Costs,    Nuclear Units                          Annual
        Power        Market       Payments   Severance     or net      Remaining    Actual              Reconciliation
        Power         Fuel       in Lieu of     and      Recoveries      after       Total      Delta      Adjustment
       Contract  Transportation   Property   Retraining     from         Market    Variable   Variable      Excess/
Year   Buyouts       Costs         Taxes       Costs       Claims      Valuation   Component  Component    Shortfall
----   -------       -----         -----       -----       ------      ---------   ---------  ---------    ---------

Col. A  Col. K       Col. L        Col. M      Col. N      Col. O       Col. P      Col. Q     Col. R        Col. S
<S>          <C>            <C>          <C>         <C>         <C>            <C>     <C>          <C>          <C>
1998         $0             $10          $0          $0          $0             $0      $250         $0           ($0)
1999          0              10           0           0           0              0       250          0             0
2000          0               8           0           0           0              0       245          0             0
---------------------------------------------------------------------------------------------------------------------
2001          0               0           0           0           0              0       223          0             0
2002          0               0           0           0           0              0       213          0             0
2003          0               0           0           0           0              0       221          0             0
2004          0               0           0           0           0              0       226          0             0
2005          0               0           0           0           0              0       233          0             0
---------------------------------------------------------------------------------------------------------------------
2006          0               0           0           0           0              0       232          0             0
2007          0               0           0           0           0              0       226          0             0
2008          0               0           0           0           0              0       216          0             0
2009          0               0           0           0           0              0       220          0             0
2010          0               0           0           0           0              0       230          0             0
---------------------------------------------------------------------------------------------------------------------
2011          0               0           0           0           0              0       208          0             0
2012          0               0           0           0           0              0       140          0             0
2013          0               0           0           0           0              0       101          0             0
2014          0               0           0           0           0              0        60          0             0
2015          0               0           0           0           0              0        68          0             0
---------------------------------------------------------------------------------------------------------------------
2016          0               0           0           0           0              0        59          0             0
2017          0               0           0           0           0              0         0          0             0
2018          0               0           0           0           0              0         0          0             0

     Legend:
     ------
           Col. B   See Schedule 1, Page 1, Col. B
           Col. C   For demonstration purposes Actual kWh's delivered assumed to equal the Estimated kWh's delivered.
           Col. D   Col. C - Col. B
           Col. E   See Schedule 1, Page 1, Col. H
           Col. F   Col. D * Col. E
           Col. G   See Schedule 1, Page 3, Col. L
      Cols. H - P   For demonstration purposes Actual Variable Components are assumed to equal the Estimated Variable
                    Component illustrated on Schedule 1, Page 3
           Col. Q   Col. H + Col. I - Col. J + Col. K + Col. L + Col. M + Col. N + Col. O + Col. P
           Col. R   Col. Q - Col. G
           Col. S   Col. R - Col. F

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE> 256
<TABLE>
                                                  Boston Edison Company                            Attachment 3
                                    Reconciliation Account - Illustrative Calculation
                                                                                                      Schedule 2

                                                                                                          Page 2

<CAPTION>
                                      Adjustment                                Annual    Collection of
                         Deferral of  for Actual     Access                     Pre-Tax    Prior Year
                           Access       FAS 106,     Charge      Annual         Return      Balance      End of Year
         Reconciliation    Charge     FAS 87, and  Mitigation  Shortfall/         on        Including      Account
 Year      Adjustment       Date        FAS 109    Incentive     Excess         Balance     Interest       Balance
 ----      ----------       ----        -------    ---------     ------         -------     --------       -------

 Col. A      Col. B        Col. C       Col. D       Col. E      Col. F         Col. G       Col. H        Col. I
 <S>                 <C>           <C>          <C>        <C>         <C>           <C>              <C>        <C>
 1997                                                                                                             0
 1998                (0)           0            0           0          (0)           (0)              0          (0)
 1999                 0            0            0           0           0             0               0           0
 2000                 0            0            0           0           0             0               0           0
-------------------------------------------------------------------------------------------------------------------
 2001                 0            0            0          (a)          0             0               0           0
 2002                 0            0            0          (a)          0             0               0           0
 2003                 0            0            0          (a)          0             0               0           0
 2004                 0            0            0          (a)          0             0               0           0
 2005                 0            0            0          (a)          0             0               0           0
-------------------------------------------------------------------------------------------------------------------
 2006                 0            0            0          (a)          0             0               0           0
 2007                 0            0            0          (a)          0             0               0           0
 2008                 0            0            0          (a)          0             0               0           0
 2009                 0            0            0          (a)          0             0               0           0
 2010                 0            0            0          (a)          0             0               0           0
-------------------------------------------------------------------------------------------------------------------
 2011                 0            0            0          (a)          0             0               0           0
 2012                 0            0            0          (a)          0             0               0           0
 2013                 0            0            0          (a)          0             0               0           0
 2014                 0            0            0          (a)          0             0               0           0
 2015                 0            0            0          (a)          0             0               0           0
-------------------------------------------------------------------------------------------------------------------
 2016                 0            0            0          (a)          0             0               0           0

Legend:
------
      Col. B   Schedule 2, Page 1, Col S                        Col. F   Col. B + Col. C + Col. D + Col. E
      Col. C   Calc. per Attach 6, para 2.9 (b)                 Col. G   Col. I Prior Year *                    10.88%
      Col. D   Calc. per Attach 6, para 2.9 (c)                 Col. H   Schedule 1, Page 3, Col.M
      Col. E   Schedule 1, Page 4, Col. E, but                  Col. I   Col. I Prior Year + (Col. F + Col. G + Col. H
               assumed zero until actually earned                        Current Year)

Note (a) actual earned incentive will be shown in this column when actually earned from the incentive mechanism on page 4

                                                                                                        06/06/97  12:00 PM
</TABLE>

<PAGE>






                                  ATTACHMENT 4




                              BOSTON EDISON COMPANY



                      TERM SHEET FOR BIDDING STANDARD OFFER
                          SERVICE INCLUDING FUEL INDEX

<PAGE> 257






                                  ATTACHMENT 4




                              BOSTON EDISON COMPANY



                      TERM SHEET FOR BIDDING STANDARD OFFER
                          SERVICE INCLUDING FUEL INDEX

<PAGE> 258
                           The Standard Offer Auction
                                Proposed Design


     It is the parties' intent that the bidding process for securing
standard offer service be as competitive as possible and proceed in a timely
manner.  Therefore, based on the parties' current understanding of the
timeframe for the Retail Access Date and divestiture, the parties believe at
this time that the Final RFP for Standard Offer Service should be issued no
sooner than the execution of purchase and sale agreements on the sale or
transfer of Boston Edison's interest in Mystic 7 and New Boston 1 and 2 but,
in any event, no later than six months after the Retail Access Date.

A.   Administrative Process and Time Line

     The Standard Offer Auction (the "Auction") will be administered and
     conducted via a common process for all distribution companies.  Bids will
     be submitted and evaluated through a Request for Proposal process.  The
     principal steps and approximate timing of the Auction are outlined below.

     September 1997 - Preliminary RFP Issued
     --------------   ----------------------

          The Preliminary RFP will detail all of the major elements,
          requirements and commercial terms and conditions of the final RFP
          that will be issued in 1998.  Boston Edison will work with other
          NEPOOL distribution companies to try to establish common standards
          that will facilitate suppliers administration of bids to different
          utilities.  Its purpose is to give potential bidders the necessary
          information to determine whether they intend to participate in the
          Auction.  Specific pre-bid qualifications will be established
          including an audited statement of financial qualifications and other
          relevant information to ascertain a bidder's ability to perform.
          The preliminary RFP will also establish NEPOOL membership as a
          criterion for auction participation.  Neither the terms of the
          Preliminary RFP nor Final RFP shall require a bidder to hold title
          to the power needed to fulfill its obligations under its bid.

          Pre-bid applications including required bidder qualification
          information are due by (a date to be specified in the Preliminary
          RFP) along with a modest non-refundable administration fee of
          $1,000.

     February 1998 - List of Qualified Bidders Submitted to the DPU
     -------------   ----------------------------------------------
          for informational purposes)

<PAGE> 259
     April 1998 - Final RFP Issued (including a standard contract)
     ----------   ----------------

          Boston Edison recognizes that there is a balance of objectives
          between issuing the RFP early to promote early development of the
          market and issuing the RFP after the Retail Access Date when the
          commencement of the Standard Offer Obligation is known and the
          initial migration of large customers from the Standard Offer can
          be assessed.

     May 1998 - Bids Due
     --------   --------

          Bids would be accepted only from pre-qualified bidders and must
          include a deposit of $5,000 for each MWh/Hr the bidder proposes to
          supply over the duration of the Standard Offer.  For example, if a
          bidder proposed to supply 500 MWh/Hr per year for seven years, its
          deposit would total $17,500,000 ($5,000 x 500 MWh/Hr x 7 yrs).  This
          deposit is refunded in the event that a bidder is not selected.  If
          successful, at the bidder's election, the deposit can either be
          refunded or applied toward the performance bond (described below).

     June 1998 - Winning Bidders Selected
     ---------   ------------------------

          Contracts are expected to be executed between bidders and the
          distribution companies and become effective upon the bidders (now
          considered "suppliers" in this description) establishing a
          "performance bond" in the amount of $50,000 per MWh/Hr to be
          supplied under the Standard Offer.  The performance bond would be
          returned to the supplier upon completion of its contractual
          obligations.

          Notwithstanding the above schedule, the timing of the Standard Offer
          bidding process will be coordinated with generation divestiture and
          the Retail Access Date as described in the introductory paragraph to
          this Attachment 4.

          In addition, the date for filing a List of Qualified Bidders with
          the Department shall not precede the issuance of the Final RFP by
          more than 60 days.

B.   Important Auction Rules and Conditions

     1.   Minimum Bid Elements -
          --------------------   In order to conduct a fair and effective
          Auction, all bids from pre-qualified bidders must include a
          "Percentage Discount Off the Distribution Company Rates" (the
          "Discount") and the "Peak Demand Amount" as described and applied
          below.  These two elements will be the only criteria by which
          winning bidders are chosen.  All bids from pre-qualified bidders
          will otherwise be considered to be equivalent.

     2.   The Auction Procedures -
          ----------------------   Boston Edison shall implement the auction
          procedures described below for determining the suppliers of Standard
          Offer Service.  However, these procedures may be revised if
          necessary to promote the following

<PAGE> 260
          goals:  i)  maximize the number of auction participants as a means
          of optimizing discounts offered to Boston Edison;  ii)  ensure an
          economically efficient process that will result in the highest
          discounts appropriate to market conditions in Massachusetts;  iii)
          and minimize opportunities for collusion among bidders.

          a.  Brand Name Identification and Back Up Service Power Auction -
              -----------------------------------------------------------
              This is a zero discount bid that will supply power that is not
              provided under sections b. or c. below.  The successful bidder
              will be entitled to have its brand name shown on the customer's
              bill as the Back Up Service Power Provider.  Where several bids
              are received, the bidder that wins the highest quantities in b.
              and c. below will be awarded the Back Up Service Contract.

          b.  Seven year Flat Discount Auction -
              --------------------------------   This is a single, constant
              discount to be in effect for all seven years of the Distribution
              Company Rates, expressed as a percentage greater than 0%, with
              larger discounts being viewed more favorably.  Winning bidders
              are to be paid based upon the next highest discount bid whether
              determined by the Seven Year Flat Discount Auction or by the
              lowest discount bid in the next best Alternative Individual
              Auction Increment, discussed below (a second price or Vickery
              auction).(1)  The bids in this auction shall be sealed until
              the Alternative Individual Year Auction set forth below is
              completed.

          c.  Alternative Individual Year Auction ("Alternative Auction") -
              -----------------------------------
              This Alternative Auction shall take place immediately following
              the Seven Year Flat Discount Auction.  Bidders will be required
              to bid separately for each year, and unlike the Seven Year Flat
              Discount Auction, a bid for any single year may not be
              conditioned on success in any other year.  Thus, the Alternative
              Auction shall allow bidders to specify different discounts in
              different years.  Bid amounts must be in increments of 50
              megawatthours per hour which will be delivered as specified
              below.  Prices in the Alternative Auction shall be open to other
              bidders, but the identity of the bidders associated with the
              prices will not be identified.  The Alternative Auction will
              continue for multiple rounds until the next bid fails to improve
              the discount offered in the prior bid by one percent.

              Following completion of the bidding, Boston Edison shall rank
              the bids for each individual year, with larger discounts viewed
              more favorably, and shall identify the best bids in each year
              that would fill a 50 megawatthour per hour increment covering
              all seven years of the purchase period.  Boston Edison will then
              repeat the process for as many increments as possible until the
              bids no longer cover all seven years in the period.

[FN]
____________________
(1) For example, if the best four winning bids (out of 10 submitted) met the
    distribution company's expected demand at Discounts of 12.5%, 10%, 9% and
    7% respectively, the first winning bidder would receive a discount of 10%,
    the second winning bidder 9%, the third 7%, and the fourth would receive
    the Discount bid by the first losing bidder (who bid 6.5%).

<PAGE> 261
          d.  Selection of Suppliers from Both Auctions -
              -----------------------------------------   The increments from
              the Alternative Individual Year Auction will then be compared
              to the Seven year Flat Discount Auction by assigning the
              Alternative Individual Auction Increment with the lowest
              discount bid in any single year of the increment.  In the event
              of ties, the earliest, highest discount shall have priority.
              Suppliers in the Alternative Individual year Auction shall be
              held to their bids, unlike the second price or Vickery auction
              used in the Seven year Flat Discount Auction.

     3.   Payment by Distribution Company -
          -------------------------------   The distribution company is
          responsible for paying suppliers at the following Distribution
          Company Rates, reduced by the applicable Discount, for all energy
          the supplier delivers (less losses) in the respective year.  These
          rates are flat annual values and do not include a demand or capacity
          component and will not be adjusted for seasonal or time of day
          factors.

<TABLE>
                   Distribution Company Rates
                   --------------------------
                   <S>               <C>
                   1998              3.2 cents/kWh
                   1999              3.5
                   2000              3.8
                   2001              3.8
                   2002              4.2
                   2003              4.7
                   2004              5.1
</TABLE>

          For example, if a supplier bid a Discount of 5.5% and delivered
          500 GWH to ultimate customers in 1999, that supplier would receive
          $16,537,500 from the distribution company (3.5 cents/kWh x (1-.055)
          x 500 GWH x 1,000,000 kWh/GWH x .01 $/cents).

          A fuel index adjustment mechanism, applied to Distribution Company
          Rates, may provide additional revenues to suppliers in the event
          that large, unexpected increases in market oil and gas prices occur.
          This adjustment is further described below.

     4.   Peak Demand Amount -
          ------------------   Bids shall specify a Peak Demand Amount
          expressed in MWh/Hr that the bidder commits to supply to the
          distribution company in each year of the Standard Offer.  This
          amount represents the nominal maximum amount of energy a supplier
          is responsible to provide the distribution company in any given
          hour as measured at the ultimate customer's meter and accounting
          for all distribution and transmission losses.  The amount of the
          bid deposit and the performance bond will be determined based on
          the Peak Demand Amount times the number of years that the Peak
          Demand Amount will be provided.  Suppliers are responsible for all
          electric delivery losses and any necessary transmission arrangements
          and costs.  The minimum bid amount will be 50 MWh/Hr.

<PAGE> 262
     5.   Right to Bid a Joint Supply -
          ---------------------------   Prequalified bidders will have the
          right, subject to any provision of law, to submit joint bids
          pursuant to which one supplier may provide less than the full
          amount of Delivered Energy as long as the other suppliers on the
          joint bid provide the remainder of the Delivered Energy obligation,
          and the total performance bond is posted and in effect for the seven
          years.

     6.   Higher Discounts Ensure a Right to a Longer Term of Supply -
          ----------------------------------------------------------
          Customers have the right to leave the Standard Offer at any time
          to receive service in the competitive energy market (subject to a
          minimal notice provisions).  In addition, residential and G-1
          customers have a limited right to return to Standard Offer service
          in the first year after the retail access date.  As such, the amount
          of energy required from suppliers under the Standard Offer may
          likely decline over time.  Supplier(s) who are in the increment with
          the highest Assigned Discount will have the right to provide energy
          for the longest period of time.  With declining customer load due to
          departures from Standard Offer service, lower Discount suppliers
          whose Delivered Energy amount exceeds the distribution company's
          needs will have their Delivered Energy amounts reduced and Standard
          Offer supply contracts ultimately terminated.

     7.   Load Responsibility and Allocation -
          ----------------------------------   Suppliers are responsible for
          a percentage of the distribution company's Standard Offer real-time
          customer energy demand (minute by minute, hour by hour, day by day)
          including but not limited to any installed or operating reserves or
          other requirement required by NEPOOL or any Independent System
          Operator.  This includes changes in customer demand for any reason,
          including but not limited to seasonal factors, normal daily load
          patterns, increased usage, demand side management activities,
          extremes in weather, etc.  The only exception is for the loss of
          Standard Offer customers as described in the section immediately
          above.  Responsibility is allocated to a supplier based on its
          Delivered Energy bid divided by the estimated hourly Standard Offer
          energy demand of the distribution company.

     8.   Responsibility for Electric Delivery Losses -
          -------------------------------------------   Suppliers will provide
          all losses, in kilowatts and kilowatt-hours, from the supplier's
          generation sources to the customer meter.

C.   Adjustment to Distribution Company Rates

     Distribution Company Rates, in B.3. above, are subject to upward
     adjustment if there are substantial increases in the market prices of
     No. 6 residual fuel oil (1% sulfur) and natural gas after 1999, as
     described in the following section.  If invoked, prices would change as
     a function of the amount by which market fuel prices exceed the
     predetermined price "trigger" levels.  These triggers have been set to
     allow a large dead-band in which no increases to Distribution Company
     Rates would apply.

<PAGE> 263
D.   Standard Offer Fuel Index

     The Customer Rate in effect for a given billing month is multiplied by a
     "Fuel Adjustment" that is set equal to 1.0 and thus has no impact on
     Distribution Company Rates unless the "Market Gas Price" plus "Market Oil
                                                              ----
     price" for the billing month exceeds the "Fuel Trigger Point" then in
     effect, where:

          Market Gas Price is the average of the values of "Gas Index" for the
          ----------------
          most recent twelve months through and including the billing month,
          where:

          Gas Index is the average of the daily settlement prices for the last
          ---------
          three days that the NYMEX Contract (as defined below) for the month
          of delivery trades as reported in the "Wall Street Journal",
          expressed in dollars per MMBtu.  NYMEX Contract shall mean the New
          York Mercantile Exchange Natural Gas Futures Contract as approved
          by the Commodity Futures Trading Commission for the purchase and
          sale of natural gas at Henry Hub;

     Market Oil Price is the average of the values of "Oil Index" for the
     ----------------
     most recent twelve months through and including the billing month, where:

          Oil Index is the average for the month of the daily low quotations
          ---------
          for cargo delivery of 1.0% sulfur No. 6 residual fuel oil into New
          York harbor, as reported in "Platt's Pilgrim U.S. Markets can" in
          dollars per barrel and converted to dollars per MMBtu by dividing
          by 6.3; and

     If the indices referred to above should become obsolete or no longer
     suitable, the distribution company shall file alternate indices with
     the Department.

     Fuel Trigger Point is the following amounts, expressed in dollars per
     ------------------
     MMBtu, applicable for all months in the specified calendar year:

<TABLE>
                  <S>         <C>
                  2000        $5.35/MMBtu
                  2001        $5.35
                  2002        $6.09
                  2003        $7.01
                  2004        $7.74
</TABLE>

In the event that the Fuel Trigger Point is exceeded, the Fuel Adjustment
value for the billing month is determined based according to the following
formula:

Fuel      = (Market Gas Price + $.60/MMBtu) + (Market Oil Price + $.04/MMBtu)
Adjustment  -----------------------------------------------------------------
                                   Fuel Trigger Point + $.60 + $.04/MMBtu

     Where:

<PAGE> 264
          Market Gas Price, Market Oil Price and Fuel Trigger Point are as
          defined above.  The values of $.60 and $.04/MMBtu represent for gas
          and oil respectively, estimated basis differentials or market costs
          of transportation from the point where the index is calculated to a
          proxy power plant in the New England market.

     For example, if at a point in the year 2002 the Market Gas Price and
     Market Oil price total $6.50 ($3.50/MMBtu plus $3.00/MMBtu respectively),
     the Fuel Trigger Point of 6.09 would be exceeded.  In the case the Fuel
     Adjustment value would be

          ($3.50 + $.60/MMBtu) + ($3.00 + $.04/MMBtu) = 1.0609
          ----------------------------------------------------
                        $6.09 + $.60 + $.04/MMBtu

     The Customer Rate paid to the distribution company is increased by this
     Fuel Adjustment factor for the billing month, becoming 4.4548 cents/kWh
     (4.2 x 1.0609).

     In subsequent months the same comparisons are made and, if applicable, a
     Fuel Adjustment determined.

     Incremental revenues received by the distribution company as the result
     of a Fuel Adjustment would be allocated to Standard Offer suppliers in
     proportion to the Standard Offer energy provided by a supplier to the
     distribution company in the applicable billing month.

<PAGE>






                                  ATTACHMENT 5

                              BOSTON EDISON COMPANY

                              PERFORMANCE STANDARDS
                           UNDER RETAIL ACCESS TARIFFS

<PAGE> 265






                                  ATTACHMENT 5

                              BOSTON EDISON COMPANY

                              PERFORMANCE STANDARDS
                           UNDER RETAIL ACCESS TARIFFS

<PAGE> 266
                                                              Attachment 5
                                                               Page 1 of 3






     Under the retail access tariffs, Boston Edison shall establish
performance standards for reliability and customer service.  The standards are
designed so Boston Edison will incur various penalties depending upon its
level of performance below an agreed upon target level.  The standards are set
based on averages of historic data, as shown on page 3 of this Attachment.




SERVICE RELIABILITY PERFORMANCE STANDARD

     The Service Reliability Performance Standard shall be defined as the
duration of outages per customer served.  An outage is the unscheduled loss of
electric service to more than one customer for more than five minutes.  The
duration per customer served is the total length of time in minutes that an
average customer is without service per year.  Excluded from reliability
measurement are extraordinary events, such as major disasters, earthquakes,
wildfires, floods, hurricanes, tornadoes, ice storms, wind storms or other
weather events beyond the control of the Company.

     The schedule penalties under the Service Reliability Performance Standard
is as follows:

<TABLE>
<CAPTION>
                     Duration
                    of Outages
                    (minutes)            Penalties
                    ----------           ---------
                    <S>                  <C>
                    Less than 142              0
                    143 to 154             ($125,000)
                    155 to 166             ($250,000)
                    167 to 177             ($500,000)
                    More than 177        ($1,000,000)
</TABLE>

<PAGE> 267
                                                              Attachment 5
                                                               Page 2 of 3
CUSTOMER SERVICE PERFORMANCE STANDARD




     The Customer Service Performance Standard is the level of customer
favorability.  Boston Edison will commission annual surveys of its customers
to determine their overall level of favorability with Boston Edison.
Measurement shall be based on the combination of very favorable and favorable
responses to customer survey participants questioned to their opinion of the
Boston Edison company.

     The Schedule of penalties under the Customer Service Performance Standard
is as follows:

<TABLE>
<CAPTION>

                    % of Responses
                     Favorable or
                    Very Favorable       Penalties
                    --------------       ---------
                    <S>                  <C>
                    77 or greater              0
                    76% to 74%             ($125,000)
                    73% to 71%             ($250,000)
                    70% to 68%             ($500,000)
                    Less than 67%        ($1,000,000)
</TABLE>

<PAGE> 268
                                                              Attachment 5
                                                               Page 3 of 3




                              BOSTON EDISON COMPANY
                       DEVELOPMENT OF PERFORMANCE STANDARDS
                   FOR SERVICE RELIABILITY AND CUSTOMER SERVICE

<TABLE>
Service Reliability                   Customer Service:
Duration of Outages                   Customer Satisfaction

<CAPTION>
                                                              % of
                                                              ----
                                                              Respondents
                                                              -----------
                                                              Favorable or
                                                              ------------
               Year                                    Year   Very Favorable
               ----                                    ----   --------------
               <S>          <C>                        <C>               <C>
               1995         117                        1995              82%
               1994         133                        1994              83%
               1993         114                        1993              82%
               1992          84                        1992              85%
               1991          95                        1991              85%
               1990         111                        1990              82%
               1989         112                        1989              81%
               1988         171                     (*)1988              76%
               1987         131                        1987              79%
               1986         119                        1986

Average                     119             Average                      82%
Std. Deviation               24             Std. Deviation                3%

-------------------------------             --------------------------------
Performance Standard        142             Performance Standard         77%
-------------------------------             --------------------------------
</TABLE>

Duration per Customer Served (Minutes) =    (*) Survey question changed from
            Customer Minutes Interrupted    customer opinion "your electric
            ----------------------------    company" to "Boston Edison
            Number of customers served      Company"

<TABLE>
Customer Credit Schedule

<CAPTION>
                                            % of Respondents
Duration                    Customer        Favorable or            Customer
of Outages                  Credit          Very Favorable          Credit
<S>                         <C>             <C>                     <C>
up to 142                           $0      less than 68%           $1,000,000
143 to 154                    $125,000      68% to 70%                $500,000
155 to 166                    $250,000      71% to 73%                $250,000
167 to 177                    $500,000      74% to 76%                $125,000
more than 178               $1,000,000                      77%             $0
</TABLE>

(increments of 1/2 a standard deviation)

                                 4:04 PM  3/10/97

<PAGE>






                                  ATTACHMENT 6

                              BOSTON EDISON COMPANY

                               ENVIRONMENTAL PLAN

                                      for

                             INDUSTRY RESTRUCTURING

<PAGE> 269






                                  ATTACHMENT 6

                              BOSTON EDISON COMPANY

                               ENVIRONMENTAL PLAN

                                      for

                             INDUSTRY RESTRUCTURING

<PAGE> 270
                       Electric Utility Restructuring Plan
                       -----------------------------------
           Boston Edison Company - Proposal for Environmental Component
           ------------------------------------------------------------

I.   Purpose and Outline
     -------------------

     The purpose of the environmental component of an electric industry
restructuring plan is to provide a means such that a competitive industry
structure supports and furthers the efforts of environmental regulators to
reduce the environmental impacts of electricity generation.  There are
multiple approaches towards attaining this objective.  A few of these are:

     1.      Continued implementation of Clean Air Act programs and
             requirements.  Clearly there has already been substantial
             environmental improvement in recent years through programs such
             as EPA's Acid Rain Program and significant additional improvement
             is virtually certain through implementation of state and regional
             ozone control programs.  These programs will continue,
             irrespective of industry restructuring, and it is not
             unreasonable to anticipate even further requirements as a result
             of national ambient air quality standards review or Clean Air Act
             reauthorization.

     2.      Old source review approaches such as that laid out in the
             restructuring proposal filed in DPU 96-25, and which is also
             described below.

     3.      Generation performance standards (GPS) approaches based upon
             establishment of regional caps and implementation of market
             trading systems for allowances issued under those trading caps.

     4.      Environmental comparability approaches based upon level playing
             field principles applied to generation within a state or region
             as well as to electricity imports into a state or region.

     5.      Unit, or system specific commitments for emissions reductions
             consistent with one or more of the above generic approaches.

Boston Edison's environmental proposal draws from each of these approaches.
We remain committed to continued implementation of programs and requirements
pursuant to the Clean Air Act.  We have also reviewed the old source
performance standard approach as set forth in the settlement filing in DPU
96-25.  Boston Edison and its affected units are already in substantial
compliance with emissions levels that would result from this approach.
Section II, below, reiterates this generic proposal and Section III, below,
contains Boston Edison's commitment to this proposal for its affected units.
Finally, Boston Edison has also reviewed approaches being developed to
implement Generation Performance Standards for NOx on a regional basis as well
as to incorporate principles of environmental comparability.  These and other
elements which go beyond current Clean Air Act requirements or the old source
review approach are addressed in Section IV, below.

<PAGE> 271
II.  Generic Old Source Proposal
     ---------------------------

     1.      The program is designed to require all older fossil-fueled
             electric generating units throughout the U.S. to meet "old source
             performance standards" ("OSPS") for NOx and SO2 on January 1 of
             the year following the year a unit becomes 40 years old.  The 40
             year time period starts from the year a unit commenced commercial
             operation.  For those units that are 40 years or older in the
             year the program becomes effective, they will be required to meet
             OSPS by January 1 of the following year.  The end point for this
             program is the year 2010; therefore, all units will be assumed to
             be 40 years old on or before December 31, 2009.

     2.      As of the date the program becomes effective, each existing
             operating unit will receive "allowances" for that unit's
             emissions of NOx and SO2.  Each allowance equals one ton of
             allowable emissions.  Unit-specific allowances are aggregated
             to become a utility company-wide cap.

     3.      New units or repowered units subject to New Source Performance
             Standards, that commence commercial operation after the date the
             program is implemented, will not receive allowances; and thus
             not be included under the program.  Emissions from new or
             repowered units will not be included in determining a company's
             overall cap of NOx or SO2.

     4.      Unit-specific allowances are calculated as follows:

                a.  For units 40 years old or older, or by the year 2010:

Yearly Net Electrical                                  Conversion
Generation           X  Heat Rate  X  Emission Rate  X  Factor    =  Tons/Year
(kWh)                  (Btu/kWh)      (lbs./MMBtu)        1
                                                       ----------
                                                              9
                                                          2x10

                The elements of the formula are derived as follows:

                    i)     Yearly Net Electrical Generation = average kWh
                           of the highest eight (8) of ten (10) year period
                           of 1986-1995, as reported on U.S. Department of
                           Energy Form EIA - 767, Schedule IV.

                    ii)    Heat Rate = 10,000 Btu/kWh

                    iii)   Emission Rate = 0.30 lbs/MMBtu for SO2
                                           0.15 lbs/MMBtu for NOx

                PROVIDED, however, that if a unit's required emission rate
                is lower than the rates listed above, the lowest, most
                stringent emission rate applies.

<PAGE> 272
                    iv)    Conversion Factor = factor required to convert
                           differing measures used in formula to result in
                           tons per year of emissions.

                b.  For units less than 40 years old:

                    NOx --- Same formula as in 4.a. above, except that
                            emission rate is set at the regulatory limit.

                    SO2 --- Allowances as allocated under Acid Rain Program,
                            Title IV of federal Clean Air Act.

     5.      Each utility company may meet its allowance cap by any
             combination of control technologies, fuel switching, unit
             retirements, operational changes and/or retirements of purchased
             or surplus allowances.  Selection of any one or a combination of
             more than one of these options to meet the company cap will be at
             the sole discretion of the utility company.

     6.      SO2 allowances may be traded freely in the market as allowed
             under the Clean Air Act, Title IV Acid Rain Program regulations.
             Unused allowances may be banked and carried forward also as
             allowed under the Acid Rain Program regulations.

     7.      It is anticipated that a NOx trading program will be established
             similar to the federal SO2 program.  Unused NOx allowances also
             may be banked, provided, however, that allowance withdrawals from
             the bank may be subject to a "flow control" mechanism as
             specified in the Ozone Transport Commission model rule.

     8.      With respect to jointly-owned units, their participation in the
             program will be governed in the same manner as jointly-owned
             units rate governed under the federal Acid Rain Program.

     9.      The final emission reductions applicable on January 1, 2010, will
             be subject to the following "trigger" mechanisms which assure
             that a substantive portion of the national emissions inventory
             is subject to this program:

             a.   If in calendar year 2005, the actual NOx emissions of the
                  emissions inventory in the Ozone Transport Region ("OTR")
                  and in the East Central Area Reliability Coordination
                  Agreement ("ECAR") and the Mid-America Interconnected
                  Network ("MAIN") of the North American Electric Reliability
                  Council (hereinafter collectively referred to as "the
                  Region") are reduced by no less than 50% from the calendar
                  year 1996 actual NOx emissions of the emissions inventory in
                  the Region, then implementation of the OSPS for NOx will be
                  on January 1, 2010.  If a reduction of NOx emissions of 50%
                  or greater is not achieved in calendar years 2005, the
                  actual emissions of the emissions inventory in the Region
                  will be measured in each successive calendar year until such
                  time as the prescribed level of

<PAGE> 273
                  reduction from the year 1996 baseline is actually achieved,
                  and implementation of the OSPS NOx requirements will be five
                  (5) years from the year the emission reduction of 50% or
                  greater is actually achieved.

             b.   If the SO2 allowances allocated under Title IV of the
                  federal Clean Air Act to the emissions inventory in the
                  Region in the year 2007 are 50% or less of the SO2
                  allowance allocation made in the year 2000, then
                  implementation of the OSPS for SO2 will be on January 1,
                  2010.  If a reduction of 50% or greater is not achieved in
                  the year 2007, the SO2 allocation will be reviewed in each
                  successive year until such time as the prescribed level of
                  reduction from the year 2000 baseline is actually achieved,
                  and implementation of the OSPS SO2 requirement will be three
                  (3) years from the year the reduction in allowance
                  allocation of 50% or greater from the year 2000 baseline is
                  actually achieved.

             The NOx- and SO2-specific triggers described above will be
             implemented independent of one another.

III. Boston Edison Specific Requirements Under Old Source Proposal
     ------------- -----------------------------------------------

     1.      The specific emission reductions included in this proposal apply
             to the following major fossil-fueled power plants:

                  Mystic Station, Everett, MA
                      Unit Nos. 4, 5, 6 and & 7
                  New Boston Station, South Boston, MA
                      Unit Nos., 1 and 2

             Boston Edison Company is the owner and operator of the Mystic and
             New Boston Stations.  Boston Edison may meet its allowance cap by
             any combination of control technologies, fuel switching, unit
             retirements, operations changes and/or retirements of purchased
             or surplus allowances.

     2.      The program start date for Mystic and New Boston Stations is
             2000.  The dates when the Mystic and New Boston units will be
             subject to OSPS are as follows:

<TABLE>
<CAPTION>
                  Unit No.     Mystic Station     New Boston Station
                  --------     --------------     ------------------
                    <S>             <C>                <C>
                    1               -                  2005(1)
                    2               -                  2005
                    4               2000(2)            -
                    5               2000
                    6               2000               -
                    7               2010(3)            -
</TABLE>

[FN]
____________________
(1) Unit #1 is 40 years old in 2005, Unit # 2 in 2007.

(2) The average 40 year anniversary for the three units is 2000.

(3) Unit #7's 40 year anniversary is 2015.

<PAGE> 274
     3.      The emission profile for all the Mystic and New Boston units
             under the program, absent any triggers described in Section II.9
             above and Section III.5 below, are illustrated in the attached
             graphs.

     4.      With respect to SO2, as can be seen from the emission profile
             graph, Boston Edison's annual system emissions are currently well
             below the cap established by the program.  Even with increased
             utilization of fuel oil above current levels, the annual system
             emissions will be at or below the program cap.

     5.      With respect to NOx, the following additional trigger applies to
             Boston Edison:

             .    On January 1, 2003, New Boston Unit Nos. 1 & 2  will receive
                  allowances calculated pursuant to Section II.4.a. of this
                  proposal if in calendar year 2000 the actual NOx emissions
                  of the emissions inventory in the region is reduced by no
                  less than 50% from the emissions of the emissions inventory
                  in the Region in the baseline year of 1990.  If a reduction
                  of 50% or greater is not achieved in calendar year 2000, the
                  actual emissions of the emissions inventory will be measured
                  in each successive calendar year until such time as the
                  prescribed level of reduction from the year 1990 baseline is
                  actually achieved.  New Boston Unit Nos., 1 & 2 will receive
                  allowances pursuant to Section II.4.a of this proposal in
                  the third year after the prescribed reductions in the
                  emissions inventory are actually achieved; provided,
                  however, that in no event shall the date the units are
                  subject to the OSPS requirements of Section II.4 go beyond
                  January 1, 2005 for New Boston Unit Nos. 1 & 2.

IV.  Additional Commitments
     ----------------------

     1.      It is the intention that all environmental requirements herein
             pertaining to specific units would carry forward in the event
             such units were divested by Boston Edison.  Provisions pertaining
             to the sale of specific units, when considering the existence of
             requirements imposed herein on a system-wide basis, will be
             developed in cooperation with the parties to effectuate the
             intent of this proposal.

     2.      Boston Edison is prepared to support and commit to the further
             reductions of Nitrogen Oxides (NOx) emissions as defined under
             the recently proposed Generation Performance Standards (GPS) Cap
             and Trade Program.  The EPA and other federal agencies appear to
             agree that additional controls for NOx are required within the
             Ozone Transport Assessment Group (OTAG) region in order to reduce
             the current 3 million tons of NOx emissions each ozone season to
             1 million tons or less.  Based on the best available scientific
             information, there is evidence and support for speedier
             reductions than called for in the OTC MOU, and the GPS program
             accomplishes this.

             Lowering emission caps cannot be done on a state-by-state basis.
             It must be done by advancing more aggressive national or regional
             environmental goals.  The 1 Million Ton NOx GPS Cap & Trade
             Program would bring all utilities in the OTAG Region into
             compliance with these desired emission reduction goals over a
             three year timeframe.  Specifically, the program calls for:

<PAGE> 275
                  By May 1, 1999 all utility emissions would be capped at 1.6
                    million tons
                  By May 1, 2000 the cap would be reduced to 1.3 million tons
                  By May 1, 2001 the cap would be reduced to 1.0 million ton

             The program establishes annual ozone season unit emission rates,
             based on the three year phased reduction cap, by which unit
             allowances may be allocated.  NOx allowances for the ozone season
             would be allocated to Boston Edison units in an amount determined
             by the formulas set forth in the GPS program.  Since this is a
             regional program and since current emissions from Boston Edison
             units are well below those of other regional utilities, our
             commitment to implement such reductions would be conditioned upon
             adoption of the GPS program either in Massachusetts, Connecticut
             and one other New England state or in Massachusetts and four
             other OTR states upwind of Massachusetts.

     3.      Boston Edison supports the position outlined by Commissioner
             Struhs of the Massachusetts Department of Environmental
             Protection in his October 29, 1996 letter in Docket DPU 96-25
             concerning the principle of environmental performance and
             operational efficiency applying to all entities that intend to
             sell electricity in Massachusetts.  We recognize the difficulty
             in implementing such a standard of environmental comparability
             on a regional basis but propose to work with DEP and other
             parties in order to effectuate such a principle through
             appropriate legislative or regulatory action.

<PAGE>






                                  ATTACHMENT 7



                              BOSTON EDISON COMPANY

                    JURISDICTIONAL SEPARATION OF TRANSMISSION
                     AND DISTRIBUTION FACILITIES PURSUANT TO
                                 FERC ORDER 888

<PAGE> 276






                                  ATTACHMENT 7



                              BOSTON EDISON COMPANY

                    JURISDICTIONAL SEPARATION OF TRANSMISSION
                     AND DISTRIBUTION FACILITIES PURSUANT TO
                                 FERC ORDER 888

<PAGE> 277













                   BECO Evaluation of FERC's Seven Factor Test

<PAGE> 278
















                                Table of Contents


<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>    <C>                                                                 <C>
I.     Summary                                                             1

II.    Federal and State Jurisdictional Requirements per FERC Order 888    3

III.   Definition of BECO Retail Distribution System                       4

IV.    Definition of BECO Transmission System                              11

V.     Attachments                                                         12
</TABLE>

<PAGE> 279
I.     Summary


       The Federal Energy Regulatory Commission ("FERC" or "Commission") in

its Order 888 proposed a seven factor test to differentiate between

transmission facilities subject to FERC's jurisdiction and distribution

facilities subject to state rate-making authority.   FERC has affirmed its

exclusive authority over all transmission and distribution facilities for

wholesale wheeling and the transmission component of unbundled interstate

retail wheeling.  The seven-factor test set forth in Order 888 is designed to

identify the characteristics of local distribution systems that differentiate

them from transmission systems.  The seven-part test proposed by the

Commission is intended to be evaluated on a case by case basis and is based

on the actual use of the distribution and transmission system.

       Boston Edison Company ("BECO") is a traditional vertically integrated

public utility serving a compact urban population center immediately

surrounding the City of Boston.  In anticipation of regulatory changes

designed to promote competition at the wholesale and retail levels, the

Company was functionally reorganized on January 1, 1996 to segregate nuclear

and fossil generation, retail distribution, and transmission activities under

the BECO Corporate umbrella, along with several unregulated subsidiaries.

       BECO concludes that its existing organizational structure is in

accordance with the Commission's definition of transmission and local

distribution facilities based on actual use of the transmission and

distribution systems.  Separate business units have been established for

Nuclear and Fossil Generation functions.  The wires business has been further

segregated within the Electric Delivery Section of the Customer Business Unit.

The Electric Delivery Section

<PAGE> 280
includes the retail transmission and distribution resources which are subject

to state rate-making jurisdiction today.  Within the Electric Delivery

Section, all transmission facilities are now consolidated within the

Transmission Group.

<PAGE> 281
II.    Overview of Federal and State Jurisdictional Requirements per FERC

       Order 888


       In Order 888, the FERC addresses its exclusive jurisdictional claim

over unbundled transmission in interstate commerce used by public utilities

for retail wheeling up to the point of local distribution.  The Commission

also exercised exclusive jurisdiction over all facilities, whether

transmission or distribution, used for wholesale wheeling.  To determine the

jurisdictional bright line for retail access purposes, the Commission proposed

the seven factor test of local distribution.  This test of functional and

technical characteristics of facilities would define local distribution

facilities.

       Under Order 888, the Commission will defer jurisdiction over local

distribution facilities to state commissions if the state commission applies

the seven criteria set forth in Order 888.  Accordingly, this report is

prepared for use before the Massachusetts Department of Public Utilities, as

well as FERC, when evaluating the jurisdictional separation between

transmission and distribution facilities.

<PAGE> 282
III.   Definition of Boston Edison Company Distribution System


       The local distribution systems of Boston Edison Company are typically

5, 15, or 25 kV class systems.  These systems are radial in nature, serving

retail load in the vicinity of the local distribution facilities.  The local

distribution systems are typically supplied from the 115 kV transmission

system through one or more step-down transformers.  Metering that measures

the total kilowatt hours flowing into each local distribution area at each

delivery point is on the low voltage side of the step-down transformers.

Attachment 1 illustrates a typical interface between the transmission and

distribution systems.

       Boston Edison utilizes four types of common distribution systems for

delivery of energy at the retail level.  All four types are served from the

115 kV transmission system through one or more step-down transformers.  The

four types of distribution systems are:

1.     Radial 4 kV or 14 kV distribution - radial distribution system serving

       retail customers directly through their service transformers.

2.     Primary Network - A system of 14 kV feeders supplying local Primary

       Network Units consisting of 14/4 kV transformers which supply a network

       of 4 kV distribution circuits.  Each end of each 4 kV distribution

       circuit is supplied from a different Primary Network Unit.

3.     Secondary Network - A system of 14 kV feeders supplying transformers

       stepping the voltage down to either (a) 120/208 v secondaries connected

       in a network of secondary mains or to (b) 277/480 v secondaries

       connected in a spot network supplying individual

<PAGE> 283
       major customers.  Boston Edison Company operates six major network

       substations which each supply a different geographic area of the

       downtown portion of the city of Boston.

4.     Distribution System Supply Lines - A system of 14 kV or 24 kV feeders

       supplying individual major customers at the 14 kV level or supplying

       14 kV and 4 kV distribution substations.

       Distribution circuits of Type 1 are radial by definition.  Distribution

Systems Types 2 and 3, primary and secondary networks, involve local

networking at the low voltage level for the purposes of improving distribution

system reliability.  Although power may be supplied from more than one

transmission/distribution interface, power flow is always into the geographic

area served by the distribution facilities.  Distribution facilities are not

used to transmit bulk power from one geographic area to another.  The power

is consumed within the distribution service area.  The radial distribution

circuits often terminate at an open tie switch to an adjacent circuit.

However, opening or closing tie points on the distribution system has no

effect on the integrity or reliability of the bulk transmission system.

       Attachment 2 is a list of Boston Edison Company transmission/

distribution interface points.  This attachment identifies each supply point

by station number and location, transmission voltage, distribution voltage,

and the type of distribution system supplied from that location.

       The distribution systems of the Boston Edison Company meet the seven

part test for distribution systems as described below:

<PAGE> 284
1.     Local distribution facilities are in close proximity to retail

       customers.

              Boston Edison Company's distribution facilities are in close

       proximity to retail customers, as these are the circuits that emanate

       from local distribution substations and serve customers in a limited

       geographical area.  These circuits typically are installed overhead

       or underground along public roads.

              Attachment 3 shows an example of a radial 4 kV distribution

       circuit.  Attachment 4 is an example of a radial 14 kV distribution

       circuit.  A 14 kV distribution circuit typically covers a larger area

       than a 4 kV circuit but is still local in nature.

              Attachment 5 shows an example of the territory served by a

       typical 4 kV distribution substation.  This particular distribution

       system serves customers in a portion of the Town of Framingham, plus

       a small number of customers in several adjacent towns.

              Boston Edison Company operates three separate 4 kV primary

       networks located in Roxbury, Somerville and Brookline.  Each of these

       primary networks serve a separate geographic portion of these

       communities.  The company also operates six separate secondary networks

       in the City of Boston.  Each secondary network serves a different

       geographic portion of the City.  There are no electrical ties of

       distribution voltage between secondary networks.

              The 14 kV and 24 kV distribution system supply lines, which are

       the fourth type of distribution system, emanate from a 115/14 kV or

       115/24 kV step-down station and supply large, individual customers

       directly at 14 kV or supply the Company's 14 kV or 4 kV distribution

       substations.  These distribution substations directly supply the local

       area

<PAGE> 285
       load.  The Company operates more than 500 4 kV distribution circuits

       and more than 200 14 kV distribution circuits directly serving retail

       customers.

2.     Local distribution facilities are primarily radial in character.

              The distribution facilities of the Boston Edison Company are

       primarily radial in character, and serve a limited area from one or

       more transmission supply points.  These facilities typically benefit

       the local area, and do not affect the operation or integrity of the

       transmission system other than as local load delivery points.

              As mentioned earlier, radial 4 kV and 14 kV distribution

       circuits are radial by definition but may have normally-open ties with

       similar circuits.  These tie points, along with switches embedded in

       the bodies of these circuits, are either manually operated or radio

       controlled and may be used to isolate portions of circuits and restore

       service to customers in the event of an outage.

              Primary networks consist of a set of 4 kV feeders which

       collectively supply a single local area.  There are often normally-open

       tie switches to adjoining radial 4 kV circuits.  The three Primary

       Networks are supplied radially from 115/14 kV step-down stations.

              Secondary networks consist of a set of 14 kV feeders from the

       respective 115/14 kV step-down stations, which radially supply a single

       local area.  The downtown area of the City of Boston is divided into

       six separate local secondary networks.  Embedded into these secondary

       networks are smaller spot networks which radially supply large,

       individual customers.  There are no ties between secondary networks

       and between spot networks.

<PAGE> 286
              The 14 kV and 24 kV distribution system supply lines perform two

       functions.  First, they are used to radially supply individual major

       customers directly at 14 kV from the 115/14 kV step-down stations.

       Generally, a large customer will be supplied by two or more 14 kV

       feeders.  The second feeder is often used to provide backup.  The

       second function of distribution system supply lines is to radially

       supply 14/4 kV substations or local 14 kV distribution switching

       substations.  In this case, the 14/4 kV substations and the 14 kV

       switching substations in turn radially supply 4 kV and 14 kV radial

       distribution circuits which supply the local customers.

              Attachments 6 through 20 show the 14 kV and 24 kV distribution

       system supply feeders and a symbol sheet containing an explanation of

       the devices shown in the system diagrams.  Also shown on these diagrams

       are the transmission interface substations and the 4 kV distribution

       substations.

3.     Power flows into local distribution systems; it rarely, if ever, flow

       out.

              Power flow is into a local distribution system, and is metered

       at the transmission/distribution interface.  More than one supply point

       may exist.  Because these systems are radial in nature, the net power

       flow will be into the system to serve the local load.  If generation

       exists on the distribution system, separate billing metering facilities

       would be located at the local generation facility.  Attachment 21 shows

       an example of where generation resides on a 14 kV distribution facility

       which also provides service to retail customers.  The generators are

       shown as J1, J2, and J3 on Attachment 21.

4.     When power enters a local distribution system, it is not re-consigned

       or transported on to some other market.

<PAGE> 287
              Boston Edison Company's distribution systems serve retail end-

       use customers.  In cases where distribution facilities are also used to

       serve wholesale customers, that portion of the cost of those facilities

       used for wholesale services would be assigned to the wholesale

       transaction.  Separate metering is located at the wholesale customer to

       segregate wholesale deliveries from local distribution deliveries.

       Attachment 22 shows an example where the wholesale customer, Wellesley

       Municipal, is served from the 14 kV bus at Station 292, a 14 kV

       distribution facility.  The 14 kV bus also serves retail end-use

       customers in the Newton/Needham area.  The 14 kV feeders supplying

       Wellesley Municipal are shown as lines 41-212 and 41-213 on Attachment

       22.

5.     Power entering a local distribution system is consumed in a

       comparatively restricted geographical area.

              Boston Edison Company's distribution systems serve load in a

       comparatively restricted geographical area.  The geographical area

       served by a local distribution system depends on the load density of

       the area.  For example, more than one 14 kV radial distribution circuit

       would normally be required to serve a small rural town.  In general,

       4 kV distribution circuits have lower capacity than 14 kV circuits:

       therefore, a 4 kV circuit serves an even smaller geographical area.

       As mentioned previously, each of the three primary networks serves a

       fraction of one community.  Each of the secondary networks serves

       approximately one-sixth of the downtown Boston area.

6.     Meters are based at the transmission/distribution interface to measure

       flows in to the local distribution system.

<PAGE> 288
              Metering to measure flows into the local distribution systems of

       the Boston Edison Company is based on the low voltage side of the step-

       down transformers.  This metering is driven by relay accuracy

       instrument transformers.  These meter readings will be adjusted to

       include the estimated losses in the step-down transformers.  The

       adjusted meter readings represent the flow from the transmission system

       into the distribution system at the actual transmission/distribution

       interface.

7.     Local distribution systems will be of reduced voltage.

              The local distribution voltages of the Boston Edison Company are

       4 kV, 14 kV, and 24 kV.  This compares to Boston Edison Company's

       transmission system voltages of 115 kV, 230 kV and 345 kV.

<PAGE> 289
IV.    Definition of the Boston Edison Company Transmission System


       The function of transmission facilities is to integrate generation

resources over large geographical areas and deliver the power to local

distribution supply systems.  The Boston Edison Company transmission system

is used to transmit power from generation resources located on its system or

on the transmission systems of others to the loads served by the distribution

system.  The transmission system is interconnected in multiple locations to

the transmission systems of neighboring utilities.  Transmission lines are not

directly connected to retail customers.  The transmission system is defined as

the 115 kV and above transmission lines, the 115 kV circuit breakers, busses

and associated substation facilities, and the transformers which interconnect

the 115 kV, 230 kV, and 345 kV systems.  The 115/14 kV and 115/24 kV step-down

transformers and associated 14 kV and 24 kV switchgear are considered to be

part of the distribution system.

<PAGE> 290
                                  Attachments
                                  -----------



Attachment 1     Typical Transmission/Distribution Interface

Attachment 2     List of Transmission/Distribution Interface points

Attachment 3     Example of a radial 4 kV distribution circuit

Attachment 4     Example of a radial 14 kV distribution circuit

Attachment 5     Map of service territory of a typical 4 kV distribution
                 substation

Attachment 6     System Diagram Symbol Sheet

Attachment 7     Edgar Area System Diagram

Attachment 8     Station 4 L Street Area South Boston System Diagram

Attachment 9     Walpole Area System Diagram

Attachment 10    Roslindale-Needham-Hyde Park Area System Diagram

Attachment 11    Brighton-Cambridge Area System Diagram

Attachment 12    Mystic Area System Diagram

Attachment 13    Medway-Framingham Area System Diagram

Attachment 14    Waltham Area System Diagram

Attachment 15    Lexington Area System Diagram

Attachment 16    Woburn Area System Diagram

Attachment 17    Watertown Area System Diagram

Attachment 18    Dorchester Area System Diagram

Attachment 19    Newton-West Roxbury Area System Diagram

Attachment 20    South Boston Area System Diagram

<PAGE> 291
Attachment 21    Example of wholesale generation on the distribution system

Attachment 22    Wellesley municipal supplied at 14 kV

<PAGE> 292
                                                                Attachment 1

Graph of Typical Boston Edison Company Transmission/Distribution Interface -
Illustrates:
  Factor 6:  Meters are based at the transmission/distribution interface to
             measure flows in to the local distribution system.
  Factor 7:  Local distribution systems will be of reduced voltage.

<PAGE> 293
<TABLE>
                                                                          Attachment 2

Boston Edison Company
                              ---------------------
                    Transmission/Distribution Interface Points
                    ------------------------------------------

<CAPTION>
                                               Transmission    Distribution     Distribution
Station No.   Station Address                  Voltage in kV   Voltage in kV   System Type(s)
-----------   ---------------                  -------------   -------------   --------------
      <S>     <C>                                   <C>           <C>              <C>
        2     Hawkins Street, Boston                115             14                3

        4     L Street, South Boston                115             14               1, 4

       12     Chatham Street, Boston                115             14                3

       20     Cecil Place, Dedham                    24             14               1, 4

       53     High Street, Boston                   115             14                3

       65     West Street, Medway                   115             14               1, 4

       71     Charles Street, Boston                115             14                3

       75     Bridge Street, No. Weymouth           115             14                4

      106     Andrew Square, South Boston           115             14             1, 2, 4

      110     Baker Street, West Roxbury            115             24                4

      132     Deer Island, Boston                   115             14                4

      146     South Street, Walpole                 115             14               1, 4

      148     Chestnut Street, Needham              115             14               1, 4

      211     Cove Street, Woburn                   115             14               1, 4

      240     Leland Street, Framingham             115             14               1, 4

      250     Alford Street, Boston                 115           24, 14           1, 2, 4

      274     Western Avenue, Sherborn              115             14               1, 4

      282     Main Street, Waltham                  115             14               1, 4

      292     Elliot Street, Newton Highlands       115             14               1, 4

      320     Off Marret Street, Lexington          115             14               1, 4

<PAGE> 294
                                                                          Attachment 2

      329     Lincoln Street, Brighton              115           24, 14           1, 2, 4

      342     Off Boston Post Road, Sudbury         115             14               1, 4

      375     Dragon Court, No. Woburn              115             14               1, 4

      391     Middlesex Street, Burlington          115             14               1, 4

      402     Prospect Street, Somerville           115             14                4

      416     Old Mill Road, Maynard                115             14               1, 4

      433     Speen Street, Framingham              115             14               1, 4

      445     Crescent Avenue, Chelsea               24             14               1, 4

      450     Trapelo Road, Waltham                 115             14               1, 4

      455     Off Worcester Road                    115             14                1
              West Framingham

      456     County Street, Dover                  115             14                1

      467     Arsenal Street, Watertown             115             14               1, 4

      470     Walpole Street, Canton                115             14               1, 4

      483     Dewar Street, Dorchester              115             14                4

      488     Willoughby Street, Chelsea            115             14               1, 4

      492     Scotia Street, Boston                 115             14               3, 4

      496     Hyde Park Avenue, Hyde Park           115             14               1, 4

      514     Kingston Street, Boston               115             14                3

      533     Hartwell Avenue, Lexington            115             14               1, 4
</TABLE>


Distribution System Types:

          1 Radial 4 kV or 14 kV
          2 Primary Network (PNU)
          3 Secondary Network
          4 Distribution Supply System (DSS)

<PAGE> 295
                                                                Attachment 3

Graph of Circuit 2406 - Station 24 - Example of a radial 4 kV distribution
circuit

<PAGE> 296
                                                                Attachment 4

Graph of Circuit 292-H2 - Station 292 - Example of a radial 14 kV distribution
circuit

<PAGE> 297
                                                                Attachment 5

Graph of 24th Station Circuits - Map of service territory of a typical 4 kV
distribution substation

<PAGE> 298
                                                                Attachment 6

System Diagram Symbol Sheet - Symbols (1) - System Diagram Sheet 1 - 24 &
13.8kV (115kV in part) - Date:  December 29, 1990

<PAGE> 299
                                                                Attachment 7

Graph of Edgar Area (3) - System Diagram Sheet 3 - 24 & 13.8kV (115kV in
part) - Date:  January 6, 1995 - PRELIMINARY

<PAGE> 300
                                                                Attachment 8

Graph of Station 4, L Street Area, South Boston (4) - System Diagram Sheet 4 -
13.8kV (115kV in part) - Date:  April 16, 1996

<PAGE> 301
                                                                Attachment 9

Graph of Walpole Area (5) - System Diagram Sheet 5 - 24 & 13.8kV (115kV in
part) - Date:  February 19, 1992 - PRELIMINARY

<PAGE> 302
                                                                Attachment 10

Graph of Roslindale-Needham-Hyde Park Area (6) - System Diagram Sheet 6 -
24 & 13.8kV (115kV in part) - Date:  February 19, 1992 - PRELIMINARY

<PAGE> 303
                                                                Attachment 11

Graph of Brighton-Cambridge Area (7) - System Diagram Sheet 7 - 24 & 13.8kV
(115kV in part) - Date:  February 19, 1992 - PRELIMINARY - TEMPO - MAY 27,
1993

<PAGE> 304
                                                                Attachment 12

Graph of Mystic Area (8) - System Diagram Sheet 8 - 24 & 13.8kV (115kV in
part) - Date:  February 19, 1992 - PRELIMINARY

<PAGE> 305
                                                                Attachment 13

Graph of Medway-Framingham Area (9) - System Diagram Sheet 9 - 24 & 13.8kV
115kV in part) - Date:  February 19, 1992 - PRELIMINARY

<PAGE> 306
                                                                Attachment 14

Graph of Waltham Area (10) - System Diagram Sheet 10 - 24 & 13.8kV (115kV in
part) - Revised Date:  May 11, 1995

<PAGE> 307
                                                                Attachment 15

Graph of Lexington Area (11) - System Diagram Sheet 11 - 24 & 13.8kV (115kV
in part) - Date:  February 19, 1992 - PRELIMINARY

<PAGE> 308
                                                                Attachment 16

Graph of Woburn Area (12) - System Diagram Sheet 12 - 24 & 13.8kV (115kV in
part) - Date:  May 11, 1995

<PAGE> 309
                                                                Attachment 17

Graph of Watertown Area (13) - System Diagram Sheet 13 - 24 & 13.8kV (115kV
in part) - Revised Date:  May 11, 1995

<PAGE> 310
                                                                Attachment 18

Graph of Dorchester Area (14) - System Diagram Sheet 14 - 24 & 13.8kV (115kV
in part) - Date:  May 11, 1995

<PAGE> 311
                                                                Attachment 19

Graph of Newton-West Roxbury Area (15) - System Diagram Sheet 15 - 24 &
13.8kV (115kV in part) - Date:  May 11, 1995

<PAGE> 312
                                                                Attachment 20

Graph of South Boston (16) - System Diagram Sheet 16 - 24 & 13.8kV (115kV in
part) - Date:  Sept. 27, 1995 - TEMPO

<PAGE> 313
                                                                Attachment 21

Graph of Station 240, Leland Street, Framingham, Framingham Ring (240) -
Date:  April 22, 1996 - Example of wholesale generation on the distribution
system

<PAGE> 314
                                                                Attachment 22

Graph of Station 292, Elliot St. at B & A R.R., Newton Highlands (292) -
Date:  June 17, 1996 - Wellesley municipal supplied at 14 kV