Execution Copy

                      SECURITY AGREEMENT
                  AND ASSIGNMENT OF CONTRACTS


      SECURITY  AGREEMENT AND ASSIGNMENT OF  CONTRACTS  (this
"Security Agreement") dated as of September 12, 1997, made by
MASSACHUSETTS  FUEL INVENTORY TRUST (the  "Trust")  by  State
Street Bank and Trust Company, not in its individual capacity
but  solely  as successor trustee (herein, in such  capacity,
called the "Trustee") under the Trust Agreement dated  as  of
June  22,  1990 (said Trust Agreement, as the same  may  from
time  to  time  be  amended, modified or supplemented,  being
herein  called the "Trust Agreement") between it and Colonial
Gas  Company, as trustor and beneficiary (the "Company",  and
together  with the Trust, the "Borrowers"), to FLEET NATIONAL
BANK  as  agent  (in  such capacity, the  "Agent"),  for  the
ratable  benefit of itself and the Banks party to the  Credit
Agreement   (as   defined  below)  (the  "Banks")   and   the
institution  and/or  person acting  as  Trustee  (hereinafter
referred to collectively as the "Secured Parties"):

                     W I T N E S S E T H:

       WHEREAS,   pursuant  to  the  Credit   Agreement   (as
hereinafter defined), the Banks have agreed to extend  credit
to  the  Trust  from  time to time in an aggregate  principal
amount  up  to  but  not  exceeding  $30,000,000,  by  making
Advances to the Trust, such Advances to be evidenced  by  the
Notes (as defined in the Credit Agreement); and

      WHEREAS,  the Banks are willing to extend credit  under
the  Credit Agreement in order, among other things, to enable
the Trust to acquire rights in the Collateral (as hereinafter
defined), but only upon the condition, among others, that (a)
the Trust shall have executed and delivered to the Agent, for
the  ratable  benefit of the Secured Parties,  this  Security
Agreement  and  Assignment of Contracts and (b)  the  Company
shall  have  executed and delivered to  the  Agent,  for  the
ratable  benefit  of  the Secured Parties,  the  Consent  and
Agreement;

      NOW, THEREFORE, in consideration of the premises and of
the  mutual covenants herein contained and for other good and
valuable  consideration,  the  receipt  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

      Section  1.      Defined  Terms.   Unless  the  context
otherwise  specifies or requires, each term defined  in  this
Section  1  shall,  when  used in this  Agreement,  have  the
meaning  indicated.  To the extent that certain of the  terms
defined  in this Agreement are defined by cross-reference  to
documents  which may not be in full force and  effect  during
the  entire term of this Agreement, the definitions contained
in  such documents shall be and remain effective for purposes
of  implementing  this  Agreement during  the  term  of  this
Agreement.

      "Advance" shall have the meaning set forth in Section 1
of the Credit Agreement.

       "Agent"  shall  mean  Fleet  National  Bank,  and  its
successors  and permitted assigns, as agent for  the  ratable
benefit of the Secured Parties.

      "Authorized Officer" shall mean at any time and for any
purpose  the following officers:  in the case of  the  Trust,
any  Vice  President  or  Assistant  Vice  President  of  the
Trustee;  or  in  the  case of the Company,  President,  Vice
President, Treasurer, or any Assistant Treasurer.

     "Banks" shall have the meaning specified in the preamble
to the Credit Agreement.

      "Bill  of  Sale"  shall have the meaning  specified  in
Schedule A to the Fuel Purchase Contract.

      "Cash  Collateral  Account"  shall  have  the  meaning,
specified in Section 6.1 of this Agreement.

      "Code"  shall mean the Uniform Commercial Code  as  the
same  may  from  time to time be in effect in any  applicable
jurisdiction.

      "Collateral" shall mean all property or rights referred
to  in  Section 2(a) hereof in which a security  interest  is
granted under this Security Agreement.

     "Commodities" means each of the following types of gases
and  fuels:  liquified natural gas and natural gas  in  vapor
form  (herein collectively called "Natural Gas") and propane,
each  of  which is a fungible commodity which is intermingled
or  may  be  intermingled  with Commodities  owned  by  other
Persons  and  all  contract rights, general  intangibles  and
other  rights to acquire any of the foregoing types of  gases
and  fuels;  and such other type or types of gases and  fuels
as  may from time to time be acceptable to the Banks and  the
Agent.

     "Commitment" shall have the meaning specified in Section
1 of the Credit Agreement.

      "Company"  means Colonial Gas Company, a  Massachusetts
corporation.

      "Consent and Agreement" means the Consent and Agreement
between  the  Company and the Agent in the form  attached  as
Annex II hereto.

      "Contracts"  shall  mean, collectively,  (i)  the  Fuel
Purchase Contract and (ii) all Bills of Sale.

     "Credit Agreement" shall mean the Credit Agreement dated
as  of the date hereof between the Trustee, the Agent and the
Banks, as the same may from time to time be amended, modified
or supplemented.

      "Default" shall have the meaning specified in Section 1
of the Credit Agreement.

      "Event of Default" shall have the meaning specified  in
Section 1 of the Credit Agreement.

      "Fuel  Purchase  Contract" means the Purchase  Contract
between the Trust and the Company dated June 27, 1990, a copy
of  which,  as amended and in effect on the date  hereof,  is
attached as Annex I hereto.

      "Majority  Banks" shall have the meaning  specified  in
Section 1 of the Credit Agreement.

     "Notes" shall have the meaning specified in Section 1 of
the Credit Agreement.

      "Obligations" shall mean all indebtedness,  obligations
and  liabilities  of  the Trust to the  Agent  or  any  other
Secured  Party,  whether absolute or contingent,  due  or  to
become  due,  now  existing  or  hereafter  incurred,  under,
arising  out  of or in connection with the Credit  Agreement,
the Notes or this Security Agreement.

      "Person" shall have the meaning specified in Section  1
of the Credit Agreement.

      "Proceeds" shall have the meaning assigned to it  under
the Code and, in any event, shall include, but not be limited
to,  (i)  any  and all proceeds of any insurance,  indemnity,
warranty or guaranty payable to the Trust from time  to  time
with  respect  to  any of the Collateral, (ii)  any  and  all
payments (in any form whatsoever) made or due and payable  to
the   Trust  from  time  to  time  in  connection  with   any
requisition,   confiscation,   condemnation,    seizure    or
forfeiture  of  all  or  any part of the  Collateral  by  any
governmental body, authority, bureau or agency (or any Person
acting under color of governmental authority), and (iii)  any
and all other amounts from time to time paid or payable under
or in connection with any of the Collateral.

     "Secured Parties" shall mean the Agent and the Banks and
the  Trustee  and their respective successors  and  permitted
assigns.

      "Security Agreement" shall mean this Security Agreement
and  Assignment of Contracts and all Annexes thereto, as  the
same   may  from  time  to  time  be  amended,  modified   or
supplemented.

      "Storage  Facility Agreements" shall have  the  meaning
ascribed to it in the Fuel Purchase Contract.

      "Storage  Fields"  means those certain  storage  areas,
together with the related fixtures and equipment described in
Schedule  D  to the Fuel Purchase Contract (as from  time  to
time  amended with the prior written consent of the  Majority
Banks) used to store Commodities financed hereunder.

      "Termination Date" shall have the meaning specified  in
Section 1 of the Credit Agreement.

      "Trust"  shall  mean  the trust created  by  the  Trust
Agreement,  and  in  no event shall such term  be  deemed  to
include State Street Bank and Trust Company, the Company  (as
the  beneficiary  and  trustor) or any  of  their  respective
assets (but shall include the Trust Estate).

      "Trust Estate" shall have the meaning specified in  the
Trust Agreement.

      "Trust  Agreement" shall have the meaning specified  in
Section 1 of the Credit Agreement.

     Section 2.     Grant of Security Interest.

      (a)  As collateral security for the prompt and complete
payment  and performance when due of all the Obligations  and
in  order  to  induce  the Banks to  enter  into  the  Credit
Agreement  and extend credit to the Trust in accordance  with
the   terms  thereof,  the  Trust  hereby  assigns,  conveys,
mortgages, pledges, hypothecates and transfers to the  Agent,
for  the  ratable benefit of the Secured Parties, and  hereby
grants  to the Agent, for the ratable benefit of the  Secured
Parties, a security interest in all the Trust's right,  title
and  interest  in, to and under the following (all  of  which
being hereinafter collectively called the "Collateral"):

          (i)  the Contracts;
     
          (ii) all Commodities;
     
          (iii)     all accounts, contract rights and general
     intangibles arising in respect of sales of or  contracts
     to sell any Commodities;
     
           (iv) all rights, remedies, powers, privileges  and
     claims of the Trust, now or hereafter existing, (a)  for
     all  monies  due  and to become due  under  any  of  the
     agreements  and instruments referred to  in  clause  (i)
     above,  (b)  for indemnities, warranties and  guaranties
     provided for or arising out of or in connection with any
     of  the agreements and instruments referred to in clause
     (i)  above  or  the  Commodities, (c)  for  any  damages
     arising  out  of or for breach or default  under  or  in
     connection with any such agreement or instrument, (d) to
     all  other  amounts from time to time  paid  or  payable
     under  or  in  connection with  any  such  agreement  or
     instrument (including refunds thereunder), (e) to accept
     delivery  of and to receive title to any Commodities  or
     to  obtain  any service with respect thereto  under  any
     such  agreement  or  instrument  or  to  perform  or  to
     exercise  or  enforce  any and all covenants,  remedies,
     powers  and  privileges thereunder;  provided,  however,
     that  the  foregoing shall not relate to any  insurance,
     indemnities,   warranties   and   guaranties   to    the
     institution and/or person acting as Trustee;
     
          (v)  the Cash Collateral Account and all monies and
     instruments  from  time to time in the  Cash  Collateral
     Account; and
     
           (vi)  to  the  extent not otherwise included,  all
     Proceeds and products of any or all of the foregoing.

      (b)   The  security  interest  granted  hereby  in  all
Commodities  and  all Contracts is and shall  be  a  purchase
money security interest.

       Section  3.      Assignment  of  Rights,  Powers   and
Privileges.   In  addition  to the  assignment  and  security
interest  granted in Section 2 hereof, and without limitation
of  any  of  the  rights and remedies provided  for  in  this
Security Agreement, the Trust hereby irrevocably assigns  and
transfers  to  the  Agent, for the  ratable  benefit  of  the
Secured  Parties,  absolutely and not  merely  as  collateral
security,  the right to exercise any and all of  the  Trust's
rights,  remedies, powers and privileges, (whether mandatory,
discretionary  or  judgmental) but none of  its  obligations,
duties  or liabilities, under or arising out of the Contracts
including, without limitation, the Trust's right and/or power
to  (i)  take or refrain from taking any action under any  of
the Contracts, (ii) express satisfaction with, grant approval
to  or  give any waiver or make any other determination  with
respect   to  any  payment,  document,  agreement,   opinion,
certificate,  representation, insurance, storage arrangement,
the  fulfillment of any condition precedent or any action  or
inaction relating to any of the Contracts or the transactions
contemplated  thereby, and (iii) pursue any right  or  remedy
with  respect to any default under any Contract.   The  Trust
agrees   that,   upon  written  instructions  (or   telephone
instructions,  confirmed promptly by  facsimile  transmission
from  the  Agent), it will exercise any or all  such  rights,
remedies,  powers and privileges as may be so  instructed  by
the  Agent;  provided that the Trust shall have  no  duty  or
obligation  to exercise any of such rights, remedies,  powers
or  privileges  except as so instructed by  the  Agent.   The
Trust also agrees that the Agent, for the ratable benefit  of
the Secured Parties, may exercise in its sole discretion, any
or  all such rights, remedies, powers or privileges directly,
without  prior  notice to or consent by  the  Trust;  and  in
furtherance  thereof, and without limiting the generality  of
the  power  granted in Section 7(a) hereof, the Trust  hereby
irrevocably  constitutes  and  appoints  the  Agent  and  any
officer or agent thereof, with full power of substitution, as
its  true  and lawful attorney-in-fact, with full irrevocable
power  and authority in the place and stead of the Trust  and
in  the  name of the Trust or in its own name, from  time  to
time  in the Agent's discretion, to exercise any and all such
rights,  remedies,  powers  or  privileges.   This  power  of
attorney  is  a power coupled with an interest and  shall  be
irrevocable.  Notwithstanding the provisions of this  Section
3,  the institution or person acting as Trustee shall not  be
required  to exercise any of the foregoing rights,  remedies,
powers  or privileges, or to follow the instructions  of  the
Agent  with respect to such exercise, if it has been  advised
by  counsel  that in the reasonable opinion of counsel,  such
exercise is or may be contrary to the Credit Agreement, or is
otherwise contrary to law or is likely to result in liability
for  such  institution or person acting  as  Trustee  against
which   such   institution  or  person  is  not   effectively
indemnified.

      Section  4.      Liabilities under Agreements.   It  is
expressly  agreed  that,  anything contained  herein  to  the
contrary  notwithstanding (a) the Trust shall  at  all  times
remain  liable to observe and perform all of its  duties  and
obligations under each Contract to the same extent as if this
Security Agreement had not been executed; (b) the exercise by
the Agent, for the ratable benefit of the Secured Parties, of
any  of  the rights assigned hereunder shall not release  the
Trust from any of its duties or obligations under any of  the
Contracts; and (c) the Agent shall not have any obligation or
liability under any of the Contracts, by reason of or arising
out of this Security Agreement or the receipt by the Agent of
any  payment or property under any of the Contracts  pursuant
hereto,  nor  shall  the  Agent be obligated  to  perform  or
fulfill  any of the duties or obligations of the Trust  under
any  of the Contracts, or to make any payment thereunder,  or
to  make any inquiry as to the nature or sufficiency  of  any
payment  or  property  received  by  it  thereunder,  or  the
sufficiency  or  performance by any party thereunder,  or  to
present  or file any claim, or to take any action to  collect
or  enforce any performance or the payment of any amounts  or
the delivery of any property which may have been assigned  to
it  or  to  which  it may be entitled at any time  or  times;
provided, however, that the foregoing shall not be deemed  to
alter  the Agent's obligations pursuant to Section 10 hereof,
as  Agent  for  the  ratable benefit of the Secured  Parties,
pursuant to this Security Agreement.

      Section  5.      Covenants.  The  Trust  covenants  and
agrees with the Agent, for the ratable benefit of the Secured
Parties  that  from  and  after the  date  of  this  Security
Agreement and until the Obligations are fully satisfied:

      5.1. Further Documentation; Pledge of Instruments.   At
any  time and from time to time, upon the written request  of
the  Agent, and at the sole expense of the Trust,  the  Trust
will  promptly, subject to the following two sentences,  duly
execute  and  deliver  any and all documents  and  take  such
further action as the Agent may reasonably deem desirable  in
obtaining the full benefits of this Security Agreement and of
the  rights  and  powers herein granted,  including,  without
limitation,  the  filing  of  any financing  or  continuation
statements  under  the Code with respect  to  the  liens  and
security  interests granted hereby or otherwise necessary  to
establish or maintain a prior perfected security interest  in
the  Collateral.  The Trust also hereby authorizes the  Agent
to file, on behalf of the Secured Parties, any such financing
or  continuation  statement  without  the  signature  of  the
Trustee  to the extent permitted by applicable law.   If  any
amount  payable  under  or  in connection  with  any  of  the
Collateral  shall  be or become evidenced by  any  promissory
note  or  other instrument, the Trust shall, or shall  cause,
such  note or instrument to be delivered immediately  to  the
Agent  hereunder, duly endorsed in a manner  satisfactory  to
the Agent.

      5.2.  Maintenance of Records.  The Trust will keep  and
maintain at its own cost and expense records satisfactory  to
the  Agent with respect to the Collateral including,  without
limitation, a record of all payments received and all credits
granted with respect to the Collateral and all other dealings
with  the  Collateral.  The Trust will  mark  its  books  and
records  pertaining  to  the  Collateral  to  evidence   this
Security Agreement and the security interest granted  hereby.
For  the Secured Parties' further security, the Trust  agrees
that  the Agent, on behalf of the Secured Parties, shall have
a  special property interest in all of the Trust's books  and
records  pertaining  to the Collateral and  the  Trust  shall
deliver and turn over any such books and records to the Agent
or to its representatives at any reasonable time on demand of
the  Agent.  The Agent and the Trust shall have the right  at
all  reasonable  times to inspect and  copy  such  books  and
records which are in the possession of the other.

     5.3. Indemnification.  In any suit, proceeding or action
brought by the Agent, on behalf of the Secured Parties, under
any  Contract for any sum owing thereunder or to enforce  any
provisions of such Contract, the Trust will (subject  to  the
provisions of Section 12 hereof) save, indemnify and keep the
Agent  and each other Secured Party harmless from and against
all  expense,  loss  or  damage suffered  by  reason  of  any
defense,  setoff, counterclaim, recoupment  or  reduction  or
liability  whatsoever of the obligee thereunder, arising  out
of  a  breach  by the Trust of any obligation  thereunder  or
arising out of any other agreement, indebtedness or liability
at  any  time  owing to or in favor of such  obligee  or  its
successors  from the Trust, and all such obligations  of  the
Trust  shall  be  and  remain enforceable  against  and  only
against  the  Trust and shall not be enforceable against  the
Agent  or any other Secured Party.  The Trust further agrees,
subject to the provision of Section 12 hereof, to pay and  to
save the Agent and the Secured Parties harmless from any  and
all  liabilities with respect to, or resulting from any delay
in paying, any and all excise, sales or other taxes which may
be payable or determined to be payable with respect to any of
the  Collateral or in connection with any of the transactions
contemplated by this Security Agreement.

     5.4. Limitations on Liens on Collateral.  Except for the
security  interests  created by this Security  Agreement  and
liens  permitted under Section 12.2 of the Credit  Agreement,
the  Trust  will not create, permit or suffer to  exist,  and
will defend the Collateral against and take such other action
as  is  necessary  to  remove, any lien,  security  interest,
encumbrance,  claim  or right, in or to the  Collateral,  and
will  defend  the right, title and interest  of  the  Secured
Parties in and to any of the Trust's rights in, to and  under
the  Collateral against the claims and demands of all persons
whomsoever.

      5.5.  Removals, etc.  Without the prior written consent
of  the Agent, the Trust shall not:  (i) maintain any of  its
books  or  records  with  respect to its  accounts,  contract
rights  or  general intangibles at any office other  than  an
office located at 40 Market Street, Lowell, MA 01852; or (ii)
permit  any of its inventory (except inventory in transit  or
covered by documents in the physical possession of the Agent)
or   other  tangible  personal  property  included   in   the
Collateral  to  be held at or removed to any  location  other
than  a  location constituting a Storage Field except upon  a
sale  thereof in the ordinary course of business as presently
conducted.   The  Trust shall maintain  its  chief  executive
office  and  principal place of business at Two International
Place, Boston, Massachusetts 02110, or at such other place in
Massachusetts as the Trust shall designate within 30 days  of
any  change  of such office by written notice to  the  Agent.
Not later than 10 days after the end of each month, the Trust
shall  notify the Agent of the locations of any Storage Field
not  listed  on Schedule A attached hereto where any  of  the
Commodities  are located (except for such Storage  Fields  of
which the Trust has previously notified the Agent).

     Section 6.     Cash Collateral Account.

      6.1. Establishment and Maintenance.  Concurrently  with
the execution and delivery of this Agreement, the Trust shall
establish  at the office of the Agent at One Federal  Street,
Boston,  Massachusetts  02211,  a  cash  collateral  account,
Account  No.  _________,  entitled  the  "Massachusetts  Fuel
Inventory   Trust   Cash  Collateral  Account"   (the   "Cash
Collateral Account") which Cash Collateral Account  shall  be
maintained   at  all  times  until  termination  thereof   in
accordance   with  Section  6.7  hereof.   All   monies   and
instruments in the Cash Collateral Account from time to  time
shall  constitute  collateral security for  the  payment  and
performance by the Trust of all the Obligations and,  subject
to  the terms and provisions of this Agreement, shall at  all
times be subject to the sole control of the Agent.  The Trust
shall  have  no right of withdrawal from the Cash  Collateral
Account, except as provided in Section 6.7 hereof, and  shall
have  no rights, title, interests, or powers with respect  to
any  monies or instruments at any time on deposit in the Cash
Collateral Account until it is terminated in accordance  with
the provisions hereof; provided that the Agent shall act with
respect  to the Cash Collateral Account and apply  the  funds
deposited  therein  in  accordance  with  the  provisions  of
Sections  6.4, 6.5, 6.6 and 6.7 hereof.  The Agent agrees  to
give  the Trust prompt notice if the Cash Collateral  Account
or  any funds on deposit in the Cash Collateral Account shall
become  subject to any writ, judgment, warrant of attachment,
execution or similar process.

     6.2. Security Interest.  In furtherance of the intent of
this  Section  6,  the Trust has pursuant to  this  Agreement
assigned, pledged, and conveyed to the Agent, for the ratable
benefit of the Secured Parties, and granted to the Agent, for
the   ratable  benefit  of  the  Secured  Parties,  a  first,
perfected  security  interest in all monies  and  instruments
from  time  to  time  in  the  Cash  Collateral  Account   as
collateral security for the prompt and unconditional  payment
and performance in full of the Obligations.

      6.3.  Required Deposits.  The Trust agrees that (i)  it
will cause the proceeds of any Advance made to it pursuant to
the  Credit  Agreement to be deposited in the Cash Collateral
Account  and  (ii) it will cause all amounts payable  to  the
Trust  under  the  Contracts to  be  deposited  in  the  Cash
Collateral  Account.  Subject to and in  furtherance  of  the
foregoing,  the  Trust  agrees  to  deliver  sufficient   and
irrevocable  instructions  to  all  other  parties   to   the
Contracts that all such proceeds and all payments due  or  to
become due to the Trust under the Contracts shall be promptly
paid  directly into the Cash Collateral Account and  that  no
alteration,  modification  or  abrogation  of  the  foregoing
instructions  shall be accepted by such Persons  except  upon
the   express  written  authorization  of  the  Agent.    If,
notwithstanding the foregoing, the Trust at any time receives
any such proceeds or any payments under or in connection with
any  Contract  or  otherwise assigned to the  Agent  for  the
ratable  benefit  of  the Secured Parties  pursuant  to  this
Agreement, all such amounts shall be held by the Trust as the
agent of and in trust for the Agent, shall be segregated from
other funds of the Trust and shall, forthwith upon receipt by
the  Trust,  be turned over to the Agent for deposit  in  the
Cash  Collateral Account in the same form as received by  the
Trust  (and, if received in the form of a check, note or  any
other instrument, shall be duly endorsed by the Trust to  the
order of the Agent).

      6.4.  Application of Funds.  Until the  occurrence  and
continuance of an Event of Default, funds on deposit  in  the
Cash  Collateral Account at any time and from  time  to  time
(other  than  deposits  to the Cash Collateral  Account  from
Advances  as contemplated by Section 6.3(i) hereof, that  are
to  be  applied in the fashion described in Section  2(b)  or
2(e)  of the Fuel Purchase Contract) shall be applied by  the
Agent  promptly upon receipt in the order of priority  stated
below:

          (i)  ratably to the payment of all amounts then due
     and  payable  to  the Banks under the Credit  Agreement,
     according  to  the then unpaid amounts thereof,  without
     preference or priority of any kind among them; and

           (ii)  ratably, to the payment of amounts, if  any,
     then  due and owing to any Secured Party (including  the
     Agent)  on  account  of  any indemnifications  or  other
     obligations  for fees or expenses or otherwise  pursuant
     to  this  Security  Agreement, and  to  the  payment  of
     amounts  then due and payable to the institution  and/or
     person  acting as Trustee on account of obligations  for
     fees  and expenses or otherwise arising under the  Trust
     Agreement; according to the then unpaid amounts thereof,
     without preference or priority of any kind among them.

      Until  the  occurrence and continuance of an  Event  of
Default,  funds deposited in the Cash Collateral  Account  at
any  time  and  from  time to time and constituting  Advances
under  Section 6.3(i) hereof, shall be applied to the account
of  the  Company as contemplated by Section 2(e) of the  Fuel
Purchase Contract.

      If  any funds from time to time on deposit in the  Cash
Collateral  Account shall remain unused after application  of
such  funds  in  accordance with the  foregoing,  such  funds
shall, subject to Sections 6.5 and 6.6 hereof, be accumulated
by  the Agent in the Cash Collateral Account, for the ratable
benefit  of  the  Secured  Parties, and  held  as  collateral
security for the payment and performance of the Obligations.

      6.5.  Default.   If  an  Event of  Default  shall  have
occurred  and  be continuing, the Agent may, subject  to  the
terms and provisions of Sections 9 and 11 hereof, at its sole
option  from time to time apply all or any part of the  funds
in  the  Cash  Collateral Account in the manner specified  in
Section 11 hereof.

      6.6. Investment of Funds.  To the extent not applied as
provided in Section 6.4 hereof, funds remaining on deposit in
the  Cash Collateral Account shall be invested by the  Agent,
at  the  election and direction of the Trust,  in  marketable
direct  or  guaranteed obligations of the  United  States  of
America  which  mature  within one  year  from  the  date  of
purchase  by the Agent, certificates of deposit and  bankers'
acceptances of banks organized under the laws of  the  United
States of America or any state thereof having total assets in
excess   of   $1,000,000,000  United  States   Dollars,   and
securities commonly known as "commercial paper" issued  by  a
corporation  organized and existing under  the  laws  of  the
United States of America or any state thereof (other than the
Trustee) which at the time of purchase have been rated by one
or  more  nationally recognized rating organizations and  the
ratings  for which are not less than "A-1" or "P-1"; provided
that  all such investments shall be evidenced by instruments.
Upon  the investment of monies in the Cash Collateral Account
in   instruments  in  accordance  with  the  foregoing,  such
instruments shall be deemed to be delivered to the  Agent  to
be  held  by  it  as Collateral hereunder,  for  the  ratable
benefit  of  the  Secured Parties, and  the  Agent  shall  be
authorized  to endorse any of such instruments  in  a  manner
satisfactory to it, on behalf of the Trust.

      6.7. Termination of Cash Collateral Account.  When  the
Obligations have been satisfied and paid in full,  the  Agent
shall  distribute  the  funds then on  deposit  in  the  Cash
Collateral   Account  to  the  Trust  whereupon   said   Cash
Collateral Account shall terminate.

     Section 7.     Agent's Appointment as Attorney-in-Fact.

      (a)   The  Trust  hereby  irrevocably  constitutes  and
appoints  the  Agent and any officer or agent  thereof,  with
full  power of substitution, as its true and lawful attorney-
in-fact  with  full irrevocable power and  authority  in  the
place and stead of the Trust and in the name of the Trust  or
in  its own name, from time to time in the Agent's discretion
(subject  to  Section  10(b)  hereof),  for  the  purpose  of
carrying  out the terms of this Security Agreement,  to  take
any  and  all appropriate action and to execute any  and  all
documents and instruments which may be necessary or desirable
in  the  judgment of the Agent to accomplish the purposes  of
this  Security Agreement and, without limiting the generality
of  the  foregoing, hereby gives the Agent, for  the  ratable
benefit  of  the  Secured Parties, the power  and  right,  on
behalf of the Trust without notice to or assent by the Trust,
to do the following:

           (i)   upon  the  occurrence and continuance  of  a
     Default or an Event of Default, to ask, demand, collect,
     receive  and give acquittances and receipts for any  and
     all monies due and to become due, or any performance  to
     be  rendered, under any Contract and, in the name of the
     Trust  or  its own name or otherwise, to take possession
     of  and  endorse and collect any checks, drafts,  notes,
     acceptances  or  other instruments for  the  payment  of
     monies  due under any Contract and to file any claim  or
     to  take any other action or proceeding in any court  of
     law  or  equity or otherwise deemed appropriate  by  the
     Agent  for  the purpose of collecting any and  all  such
     monies  due  or securing any performance to be  rendered
     under any Contract; and
     
           (ii)  to  pay or discharge taxes, liens,  security
     interests or other encumbrances levied or placed  on  or
     threatened against the Collateral, to effect any repairs
     or any insurance called for by the terms of any Contract
     and  to pay all or any part of the premiums therefor and
     the costs thereof; and
     
           (iii)      upon the occurrence and continuance  of
     any Default or Event of Default, (A) to direct any party
     liable  for any payment or performance under any of  the
     Contracts to make payment of any and all monies due  and
     to  become  due thereunder or to render any  performance
     provided  for therein directly to the Agent  or  as  the
     Agent  shall  direct;  (B) to  receive  payment  of  and
     receipt for any and all monies, claims and other amounts
     due  and  to  become due at any time in  respect  of  or
     arising  out of any Collateral; (C) to sign and  endorse
     any invoices, freight or express bills, bills of lading,
     storage  or warehouse receipts, drafts against  debtors,
     assignments,  verifications and  notices  in  connection
     with  accounts  and  other  documents  relating  to  the
     Collateral;  (D)  to commence and prosecute  any  suits,
     actions or proceedings at law or in equity in any  court
     of  competent jurisdiction to collect the Collateral  or
     any portion thereof or Proceeds relating thereto and  to
     enforce  any  other right in respect of any  Collateral;
     (E)  to  defend  any suit, action or proceeding  brought
     against  the  Trust with respect to any Collateral;  (it
     being  understood that the Trustee shall have the  right
     to  participate  in the defense of any suit,  action  or
     proceeding brought against the Trust which might involve
     personal liability on the part of the Trustee);  (F)  to
     settle,  compromise  or  adjust  any  suit,  action   or
     proceeding described above and, in connection therewith,
     to  give  such discharges or releases as the  Agent  may
     deem  appropriate and (G) generally to  sell,  transfer,
     pledge,  make any agreement with respect to or otherwise
     deal  with any of the Collateral as fully and completely
     as  though the Agent were the absolute owner thereof for
     all  purposes, and to do, at the Agent's option and  the
     Trust's expense, at any time, or from time to time,  all
     acts  and  things  which the Agent  deems  necessary  to
     protect, preserve or realize upon the Collateral and the
     security  interest  created  therein  in  favor  of  the
     Secured  Parties, in order to effect the intent of  this
     Security Agreement, all as fully and effectively as  the
     Trust might do.

The  Trust  hereby  ratifies all that  said  attorneys  shall
lawfully do or cause to be done by virtue hereof.  This power
of  attorney is a power coupled with an interest and shall be
irrevocable.

      (b)  The powers conferred on the Agent, for the ratable
benefit  of  the  Secured  Parties hereunder  are  solely  to
protect  the  interests  of  the  Secured  Parties   in   the
Collateral  and shall not impose any duty upon the  Agent  to
exercise  any such powers, except as provided in  Section  10
hereof.

      (c)   The  Trust  also authorizes the  Agent,  for  the
ratable benefit of the Secured Parties, at any time and  from
time  to  time, (i) to communicate in its own name  with  any
party  to any Contract with regard to the assignment  of  the
Contracts  hereunder and other matters relating  thereto  and
(ii) to execute, in connection with the sale provided for  in
Section 9(a) hereof, any endorsements, assignments, bills  of
sale  or  other  instruments of conveyance or  transfer  with
respect to the Collateral.

       Section   8.      Performance  by  Agent  of   Trust's
Obligations.   If the Trust fails to perform or  comply  with
any  of  its agreements contained in the Credit Agreement  or
any  Contract,  the  Agent, for the ratable  benefit  of  the
Secured  Parties,  as  provided for  by  the  terms  of  this
Security Agreement may itself perform or comply, or otherwise
cause performance or compliance, with such agreement, and the
expenses  of  the  Agent  incurred in  connection  with  such
performance  or  compliance (including,  without  limitation,
legal  fees and expenses), together with interest thereon  at
the rate provided for in respect of the overdue Advances made
by  the Agent under the Credit Agreement, shall be payable by
the  Trust  to  the  Agent on demand and such  payment  shall
constitute Obligations secured hereby.

     Section 9.     Remedies, Rights Upon Default.

      (a)   If  an  Event  of  Default  shall  occur  and  be
continuing, the Agent, for the ratable benefit of the Secured
Parties,  may exercise (in addition to all other  rights  and
remedies granted to it in this Security Agreement and in  any
other   instrument  or  agreement  securing,  evidencing   or
relating  to  the Obligations) all rights and remedies  of  a
secured  party  under the Code and/or  any  and  all  of  the
Trust's  rights and remedies under the Contracts in the  name
of  and  in  the  place of, or in concert  with,  the  Trust.
Without  limiting the generality of the foregoing, the  Trust
expressly  agrees that in any such event the Agent,  for  the
ratable  benefit  of the Secured Parties, without  demand  of
performance or other demand, advertisement or notice  of  any
kind (except the notice specified below of time and place  of
public  or  private sale) to or upon the Trust or  any  other
person  (all and each of which demands, advertisements and/or
notices  are hereby expressly waived to the extent  permitted
by  applicable  law), may, subject to the provisions  of  the
Contracts,   forthwith  collect,  receive,  appropriate   and
realize upon the Collateral, or any part thereof, and/or  may
forthwith  sell, lease, assign, give an option or options  to
purchase  or otherwise dispose of and deliver said Collateral
(or  contract to do so), or any part thereof, in one or  more
parcels  at public or private sale or sales, at any exchange,
broker's  board or at any of the Agent's offices or elsewhere
at  such prices as it may deem best, for cash or on credit or
for  future  delivery without assumption of any credit  risk.
The Secured Parties shall have the right upon any such public
sale or sales, and, to the extent permitted by law, upon  any
such  private sale or sales to purchase the whole or any part
of  said  Collateral so sold, free of any right or equity  of
redemption  in  the Trust, which right or  equity  is  hereby
expressly  released.  The Trust further agrees  in  any  such
event,  at the Agent's request, subject to the provisions  of
the  Contracts, to assemble the Collateral, and  to  make  it
available  to  the  Agent at places  which  the  Agent  shall
reasonably  select,  whether at  the  Trustee's  premises  or
elsewhere.  The Agent, for the ratable benefit of the Secured
Parties,  shall  apply the proceeds of any  such  collection,
recovery,  receipt,  appropriation, realization  or  sale  or
disposition  to  the  payment in whole  or  in  part  of  the
Obligations in accordance with the provisions of  Section  11
of  this Security Agreement; and only after so applying  such
proceeds  and  after the payment by the Agent  of  any  other
amount  required  by  any provision of law,  need  the  Agent
account for the surplus, if any, to the Trust.  To the extent
permitted  by  applicable law, the Trust waives  all  claims,
damages  and  demands against the Agent arising  out  of  the
repossession,  retention  or  sale  or  disposition  of   the
Collateral.   The Trust agrees that the Agent need  not  give
more  than 10 days notice (which notification shall be deemed
given   when  delivered  or  when  mailed,  postage  prepaid,
addressed to the Trustee at its address set forth in  Section
14 hereof) of the time and place of any public sale or of the
time  after which a private sale may take place and that such
notice  is reasonable notification of such matters.   Subject
to  the  provisions  of Section 12 hereof,  the  Trust  shall
remain liable for any deficiency if the proceeds of any  sale
or  disposition of the Collateral are insufficient to pay all
amounts to which the Agent, on behalf of the Secured Parties,
is entitled.

     (b)  The Trust also agrees, subject to the provisions of
Section  12  hereof, to pay all costs of the  Agent  incurred
with respect to the collection of any of the Obligations  and
the  enforcement  of any Secured Parties'  rights  hereunder,
including  all  costs  and expenses of  every  kind  incurred
therein  or incidental to the care, safekeeping or  otherwise
of  any  or  all of the Collateral, and attorneys'  fees  and
expenses.  All amounts payable hereunder and under Section 27
of the Credit Agreement shall be payable on demand.

      (c)   Except as otherwise expressly provided in Section
9(a)  above, to the extent permitted by applicable  law,  the
Trust  hereby  waives  presentment, demand,  protest  or  any
notice of any kind in connection with this Security Agreement
or any Collateral.

      (d)   The Trust also hereby agrees that the Agent shall
not  be  required to marshall any present or future  security
for (including but not limited to the Collateral) any one  or
more of the Obligations or to resort to such security in  any
particular order; and all of the Agent's rights hereunder  as
agent  for the ratable benefit of the Secured Parties and  in
respect  of such security shall be cumulative and in addition
to  all  other rights, however existing or arising.   To  the
extent that it lawfully may, the Trust hereby agrees that  it
will not invoke any law relating to marshalling of collateral
which  might cause delay in or impede the enforcement of  the
Secured  Parties' rights under this Agreement, or  under  any
other  instrument evidencing any of the Obligations or  under
which  any of the Obligations is outstanding or by which  any
of  the  Obligations  is secured or guaranteed,  and  to  the
extent  that  it  lawfully may, the Trust hereby  irrevocably
waives the benefits of all such laws.

      Section 10.    Concerning Agent; Appointment of  Agent;
Limitation on Agent's Duty in Respect of Collateral.

     (a)  The institution and/or person acting as Trustee, by
its execution of the requisite documents pursuant to which it
accepted its appointment as successor trustee under the Trust
Agreement,  has  thereby acknowledged  and  agreed  that  its
beneficial interest in the security interest granted  to  the
Agent  under this Security Agreement shall be in lieu of  all
other  liens on the Trust Estate (which may arise as a matter
of  law  or  otherwise) in favor of such  institution  and/or
person, and does thereby expressly waive the benefits of  any
such lien.

      (b)  Subject to the provisions of paragraph (c) of this
Section 10, the Agent shall, upon the written instruction  of
the  Majority Banks, promptly take or refrain from taking any
action,   or  consent  or  effect  a  modification,   waiver,
alteration  or  amendment  of  this  Security  Agreement,  or
exercise or refrain from exercising any right, granted to the
Agent, for the ratable benefit of the Secured Parties,  under
this   Security   Agreement,  provided,  however,   that   no
individual  Bank  (other than the Agent) or the  Trust  shall
have  any right to enforce directly any of the rights or  the
security interests granted by this Security Agreement  or  to
require  the Agent to take or refrain from taking any  action
under this Security Agreement.

      (c)   The  Agent shall not be required to do  any  acts
hereunder  or  to  take any action toward  the  execution  or
enforcement  of the agency hereby created or to prosecute  or
defend  any  suit  in  respect  of  this  Agreement  or   any
instrument   delivered   hereunder   or   otherwise,   unless
indemnified to its satisfaction by the Banks (to  the  extent
not  indemnified therefor by the Trust) against  loss,  cost,
liability  and  expense.  If any indemnity furnished  to  the
Agent  for  any  purpose, in the reasonable judgment  of  the
Agent  determined  in good faith, shall  be  insufficient  or
shall  become  impaired, the Agent may  call  for  additional
indemnity and shall not be required to commence, or shall  be
entitled to cease, to do the acts indemnified against  unless
such additional indemnity has been furnished.

      (d)   The Agent agrees, for the benefit of the  Secured
Parties,  that  it  will, subject to paragraph  (c)  of  this
Section 10, enforce the rights and security interests granted
to  the Secured Parties hereunder, in accordance with written
instructions given pursuant to paragraph (b) of this  Section
10,  with the same degree of care which it would exercise  in
secured  transactions  for its own account.   The  Agent  may
exercise  its  powers and execute its duties  by  or  through
employees  or  agents and shall be entitled to take,  and  to
rely  on, advice of counsel concerning all matters pertaining
to  its rights and duties under this Agreement.  Neither  the
Agent  nor  any of its shareholders, directors,  officers  or
employees  shall  be liable to the Secured  Parties  for  any
action taken, or omitted to be taken, in good faith by it  or
them  hereunder  or in connection herewith or be  responsible
for  the  consequences of any oversight or error of judgment,
provided that the Agent may be liable for losses due  to  its
gross negligence or willful misconduct.  Notwithstanding  any
other provision of this Security Agreement, neither the Agent
nor any of its shareholders, directors, officers or employees
shall  be liable to the Secured Parties for any action taken,
or   omitted   to  be  taken,  in  accordance  with   written
instructions of the Majority Banks pursuant to paragraph  (b)
of  this  Section 10, and in accordance with the standard  of
care required by this paragraph (d).

      (e)   The Agent will not be responsible to the  Secured
Parties  for  any  recitals  or  statements,  warranties   or
representations  in  the Credit Agreement  or  this  Security
Agreement  or made in any certificate or instrument hereafter
furnished  to it by or on behalf of any of the other  parties
to  the  Credit  Agreement or this Security Agreement  or  be
bound  to  ascertain  or  inquire as to  the  performance  or
observance  of  any  of the terms, conditions,  covenants  or
agreements  therein.  The Agent makes no  representations  or
warranties,  and  assumes no responsibility  to  the  Secured
Parties,   with   respect   to  the  legality,   sufficiency,
enforceability or collectibility of the Credit  Agreement  or
this Security Agreement or any agreement, instrument or other
document  referred  to  in  any such  documents,  or  of  any
Collateral, or of the financial condition of the Trust or the
Company.   The  Agent  assumes  no  responsibility  for   the
security  value of the Collateral, or for the performance  of
any obligations of the Trust or the Company.  Beyond the safe
custody thereof, the Agent shall not have any duty as to  any
Collateral  in its possession or control or in the possession
or  control  of any of its agents or nominees or  any  income
thereon  or  as  to the preservation of rights against  prior
parties or any other rights pertaining thereto.

      (f)   For  all purposes of this Security Agreement,  in
absence of actual knowledge of a responsible officer  of  the
Agent, the Agent shall not be deemed to have knowledge of any
Default  or  Event of Default unless or until so notified  in
writing by the Trust or the Company.

      Section  11.    Application of Proceeds Upon  Event  of
Default.   Any  monies or property actually received  by  the
Agent  pursuant  to  the exercise of any rights  or  remedies
referred to in Section 9 or 11 hereof or otherwise, upon  the
occurrence  of an Event of Default, shall be applied  in  the
following order:

           first,  to the payment of all amounts due  to  the
     Agent  under  Sections 8, 9 and 10(b) of  this  Security
     Agreement and applicable law;
     
          second, ratably, to the payment of any amounts then
     due  and  payable to any Secured Party under the  Credit
     Agreement  and the Notes, according to the  then  unpaid
     amounts thereof, without preference or priority  of  any
     kind  among  them  (such payment in  each  case,  to  be
     applied   first   to   accrued  unpaid   interest   and,
     thereafter, to unpaid principal debt);
     
           third, ratably, to the payment of amounts, if any,
     then  due and owing to any Secured Party (including  the
     Agent) on account of any indemnifications pursuant to
     this  Security  Agreement, the Trust  Agreement  or  any
     Contract,  and to the payment of amounts  then  due  and
     payable  to the institution acting as Trustee on account
     of  obligations for fees or expenses arising  under  the
     Trust  Agreement  according to the then  unpaid  amounts
     thereof,  without  preference or priority  of  any  kind
     among them;
     
           fourth,  ratably, to the payment  of  all  of  the
     Obligations  (except for Obligations  which  shall  have
     been  paid pursuant to items first, second or  third  of
     this  Section 11), according to the then unpaid  amounts
     thereof,  without  preference or priority  of  any  kind
     among them; and
     
           fifth,  the remainder, if any, to the  Trust,  its
     successors or assigns, or to whomsoever may be  lawfully
     entitled to receive the same, or as a court of competent
     jurisdiction may direct.

     Section 12.    Concerning Trustee.

     (a)  State Street Bank and Trust Company in its capacity
as  Trustee,  is  entering into this Security  Agreement  and
granting the security interest provided for herein solely  as
successor  trustee under the Trust Agreement and pursuant  to
instructions  contained therein, and not  in  its  individual
capacity  and in no case whatsoever shall State  Street  Bank
and  Trust  Company  (or  any entity acting  as  a  successor
trustee,  co-trustee  or  separate trustee  under  the  Trust
Agreement)  be  personally liable on,  or  for  any  loss  in
respect   of,   any   of  the  statements,   representations,
warranties,   agreements  or  obligations  of   the   Trustee
hereunder or for any losses the Trust may suffer, as  to  all
of  which the Agent, on behalf of the Secured Parties, agrees
to  look  solely to the Trust, except for any loss caused  by
the   Trustee's   willful  misconduct  or  gross   negligence
(provided that this exception shall not be deemed to apply to
the  extent that the Trustee has followed instructions  given
to  it, or which it is authorized to accept, pursuant to this
Agreement and the Trust Agreement).

     (b)  The Agent, on behalf of the Secured Parties, agrees
that   if  any  other  successor  trustee  is  appointed   in
accordance  with  the  terms  of the  Trust  Agreement,  such
successor trustee shall, without further act, succeed to  all
the rights, duties, immunities and obligations of the Trustee
hereunder  and  the predecessor successor  trustee  shall  be
released  from all further duties and obligations  hereunder,
all  without  in any way altering the terms of this  Security
Agreement or the Trustee's obligations hereunder.

      Section  13.    Release of Collateral.  The  Agent,  on
behalf  of  the  Secured Parties, agrees that each  time  the
Trust  is required by the terms of the Fuel Purchase Contract
to  transfer title to any Commodities to the Company free and
clear  of  the  security interest created  by  this  Security
Agreement, the Agent, on behalf of the Secured Parties, shall
release  its security interest so that such transfer  may  be
made;  provided that (i) no Default or Event of  Default  has
occurred  and is continuing, and the Trustee and the  Company
shall have delivered a certificate to such effect in the form
of  Annex  III  attached hereto, signed by a duly  authorized
officer  of  the Trustee and the Company (it being understood
that   the  Trustee  shall  be  entitled  to  rely   on   the
representations  of  the  Company in  such  certificate  with
respect to the matters therein except to the extent that  the
Trustee  has received notice or has actual knowledge of  such
matters) upon which the Agent shall be entitled to rely, (ii)
the   Company  and  the  Trust  have  each  complied  to  the
satisfaction  of the Agent with all provisions  of  the  Fuel
Purchase  Contract  relating  to  such  transfer,  (iii)  any
payment required to be made by the Company in connection with
such   transfer  shall  have  been  deposited  in  the   Cash
Collateral Account, and (iv) any Collateral being substituted
for  such  Commodities  shall  have  become  subject  to  the
security interest created by this Security Agreement and such
security interest shall have been perfected.

      Section 14.    Notices.  Any notice to the Agent or the
Trust hereunder shall be deemed to have been duly given  when
delivered or when deposited in the mail, first class  postage
prepaid, addressed:  if to the Agent, at One Federal  Street,
Boston, Massachusetts 02211, Attention:  Thomas L. Rose, Vice
President, National Utilities Group, and if to the Trust,  at
State Street Bank and Trust Company, Two International Place,
Boston,  Massachusetts  02110,  Attention:  Virginia   Jones,
Secretary.

      Section  15.     Severability.  Any provision  of  this
Security  Agreement which is prohibited or  unenforceable  in
any   jurisdiction   shall,  as  to  such  jurisdiction,   be
ineffective   to   the   extent  of   such   prohibition   or
unenforceability   without   invalidating    the    remaining
provisions    hereof,   and   any   such    prohibition    or
unenforceability in any jurisdiction shall not invalidate  or
render   unenforceable   such   provision   in   any    other
jurisdiction.

       Section   16.      No  Waiver;  Cumulative   Remedies;
Amendments.  The Agent or any other Secured Party  shall  not
by  any  act, delay, omission or otherwise be deemed to  have
waived  any of its rights or remedies hereunder and no waiver
shall  be  valid unless in writing, signed by  the  Agent  on
behalf  of  the Secured Parties, and then only to the  extent
therein  set forth.  A waiver by the Agent on behalf  of  the
Secured  Parties of any right or remedy hereunder on any  one
occasion  shall  not be construed as a bar to  any  right  or
remedy  which  the  Agent or any other  Secured  Party  would
otherwise  have had on any future occasion.   No  failure  to
exercise nor any delay in exercising on the part of the Agent
or  any  other  Secured Party, any right, power or  privilege
hereunder, shall operate as a waiver thereof, nor  shall  any
single  or  partial exercise of any right, power or privilege
hereunder  preclude any other or further exercise thereof  or
the  exercise  of any other right, power or  privilege.   The
rights and remedies hereunder provided are cumulative and may
be exercised singly or concurrently, and are not exclusive of
any  rights and remedies provided by law.  None of the  terms
or  provisions  of  this Security Agreement  may  be  waived,
altered,  modified  or amended except  by  an  instrument  in
writing,  duly  executed  by the party  sought  to  be  bound
thereby.

      Section  17.    Successors and Assigns; Governing  Law.
This  Security  Agreement and all obligations  of  the  Trust
hereunder shall be binding upon the successors and assigns of
the  Trust, and shall inure to the benefit of the  Agent  and
the  other  Secured  Parties and  each  of  their  respective
successors  and  assigns, subject to the limitations  on  the
right  of  assignment contained in Section 18 of  the  Credit
Agreement.  This Security Agreement shall be governed by, and
be  construed and interpreted in accordance with, the laws of
The   Commonwealth  of  Massachusetts,  without  regards   to
principles of conflicts of law.

      Section 18.    Financing Statement.  A photographic  or
other  reproduction of this Security Agreement is  sufficient
as a financing statement.

     Section 19.    Resignation or Removal of Agent; Fees and
Expenses.

      (a)   The Agent may, and shall, at the election of  the
Majority Banks resign as agent for the ratable benefit of the
Secured  Parties hereunder, such resignation to be  effective
upon  the  earlier  to  occur of (i)  written  acceptance  of
appointment  as  agent  by  a  successor  designated  by  the
Majority   Banks,   which  acceptance  shall   be   effective
immediately  upon  the execution thereof,  or  (ii)  30  days
following the Agent's delivery of a notice of resignation  or
receipt  of a notice of removal, as applicable.  On the  date
such  resignation or removal is effective in accordance  with
this   Section  19(a),  without  further  act,  the   Agent's
obligation to act as agent for the Secured Parties  hereunder
shall  terminate and thereupon, such successor, if any, shall
succeed  to  the  rights,  powers and  duties  of  the  Agent
hereunder with respect to the Collateral with like effect  as
if an original signatory to this Agreement.

      (b)   Upon the resignation or removal of the  Agent  as
agent for the Secured Parties hereunder pursuant to paragraph
(a)  of  this  Section 19, the Agent shall, upon the  written
request  of such successor, execute and deliver an instrument
or  instruments transferring to such successor any Collateral
held  by  the  Agent hereunder and shall  pay  over  to  such
successor all monies and instruments on deposit in such  Cash
Collateral Account.

       Section   20.     Entire  Agreement.   This  Agreement
together  with all Annexes hereto, contains the  full,  final
and  exclusive statement of the agreement between  the  Trust
and  the  Agent  relating  to  the transactions  contemplated
hereby.

         [remainder of page intentionally left blank]



      IN  WITNESS WHEREOF, the Trust and the Agent have  each
caused this Security Agreement and Assignment of Contracts to
be  executed by its duly authorized officer on the date first
set forth above.

                              STATE  STREET  BANK  AND  TRUST
                              COMPANY,
                              not  in its individual capacity
                              but solely as successor trustee
                              of   the   Massachusetts   Fuel
                              Inventory Trust under the Trust
                              Agreement dated as of June  22,
                              1990,   between  it   and   the
                              Trustor   and  the  Beneficiary
                              named therein.
                              
                              
                              By:   s/Patrick E. Thebado
                                    Assistant Vice President
                              
                              
                              FLEET NATIONAL BANK, as Agent
                              
                              
                              By: s/Thomas L. Rose, Vice  President

                              

                                                      ANNEX I
                                                             
                                       FUEL PURCHASE CONTRACT


                                                     ANNEX II
                                                             
                                        CONSENT AND AGREEMENT


                                                    ANNEX III

                                                             
                                       CERTIFICATE OF TRUSTEE



                          SCHEDULE 1

                    List of Storage Fields

          County                   State

          Lewis               West Virginia
          Taylor              West Virginia
          Harrison            West Virginia
          Gilmer              West Virginia
          Juniata             Pennsylvania
          Cameron             Pennsylvania
          Elk                 Pennsylvania
          McKean              Pennsylvania
          Forest              Pennsylvania
          Jefferson           Pennsylvania
          Venango             Pennsylvania
          Erie                Pennsylvania
          Westmoreland        Pennsylvania
          Potter              Pennsylvania
          Steuben             New York
          Allegany            New York
          Niagara             New York
          Cattaraugus         New York
          Chautaugua          New York
          Wyoming             New York
          Middlesex           Massachusetts
          Barnstable          Massachusetts
          Plymouth            Massachusetts