FOURTH AMENDMENT TO PILGRIM POWER SALE AGREEMENT
BETWEEN BOSTON EDISON COMPANY AND MONTAUP ELECTRIC COMPANY


Boston Edison Company ("Boston Edison") and Montaup Electric Company
("Montaup") (Boston Edison and Montaup referred to hereafter as "Party" or
"Parties" as the context requires) hereby enter into this Agreement dated this
9 day of March, 1999.

RECITALS

        WHEREAS, Boston Edison owns a nuclear power plant in Plymouth,
Massachusetts called Pilgrim Unit 1;

        WHEREAS, Boston Edison and Montaup are parties to an agreement dated
August 1, 1972, as subsequently amended by agreements dated December 7, 1984
and December 21, 1989 providing for the sale of power by Boston Edison from
Pilgrim Unit I to Montaup ("Power Sale Agreement");

        WHEREAS, Boston Edison contemplates the sale of Pilgrim Unit I without
assigning the aforesaid Power Sale Agreement to the buyer pursuant to the terms
and conditions of a certain purchase and sale agreement (the "Purchase and Sale
Agreement") dated November 18, 1998 by and between Boston Edison and Entergy
Nuclear Generation Company ("Entergy" or "Buyer");

        WHEREAS, Boston Edison and Montaup contemplate that in connection with
such sale a substitute power purchase agreement between Montaup and Buyer will
be necessary;

        WHEREAS, in connection with the forgoing Boston Edison and Montaup have
entered into a Third Amendment (the "Third Amendment") to the Power Sale
Agreement dated November 18, 1998;

        WHEREAS, Boston Edison and Montaup wish to amend the provisions of such
Third Amendment.

        NOW, THEREFORE, Boston Edison and Montaup hereby amend the provisions
of the Third Amendment and the Power Sale Agreement as follows:

        1.  Definitions.  Capitalized terms used herein and not otherwise
            defined shall have the defined meanings assigned to such terms in
            the Third Amendment.


        Fourth Amendment to Pilgrim Power Sale Agreement Between
        Boston Edison Company and Montaup Electric Company


        2.  Accelerated Closing.  In the event that all of the conditions to
            the closing of the sale of Pilgrim Unit I to Entergy specified in
            the Purchase and Sale Agreement have been satisfied and the parties
            to the Purchase and Sale Agreement are in a position to close such
            sale on or before May 1, 1999, and all of the conditions to the
            Effective Date of the Third Amendment have been satisfied other
            than Section 10(f) thereof, Boston Edison and Montaup agree as
            follows:

            (i) The condition to the effectiveness of the Third Amendment
                specified in Section 10(f) of the Third Amendment shall be
                deemed waived by Montaup.

           (ii) Notwithstanding anything to the contrary in the Third
                Amendment, Boston Edison waives the right to payment on the
                Effective Date of the amounts to be paid by Montaup to Boston
                Edison under Sections 2 and 3 of the Third Amendment, net of
                the amount to be credited to Montaup under Section I of the
                Third Amendment (such net amount hereinafter referred to as the
                "Deferred Amount") and Montaup agrees to pay such Deferred
                Amount to Boston Edison as provided in subsection (iii) below.

          (iii) Montaup agrees to pay to Boston Edison the full amount of the
                Deferred Amount no later than June 30, 2000.  Montaup agrees to
                use commercially reasonable efforts to increase its short-term
                credit facilities and obtain any required regulatory approvals,
                and to use such increase to pre-pay a significant portion of
                the Deferred Amount, not to exceed $80 million, on or before
                the date that is 90 days following the Effective Date, and on
                or as soon after January 1, 2000 as is reasonably practical, to
                pre-pay the remaining portion of the Deferred Amount.  Montaup
                agrees to pay interest on the unpaid balance of the Deferred
                Amount at an annual rate of 6%.  Interest will be payable in
                arrears on the first day of each month following the Effective
                Date, commencing on the first day of the first full month
                following the Effective Date.  Any accrued and unpaid interest
                on any portion of the Deferred Amount that is pre-paid by
                Montaup will be due and payable on the date of an y such pre-
                payment.

3.      Miscellaneous.  Except as expressly provided herein, the Third
        Amendment shall remain in full force and effect.

        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by
their duly authorized representatives as of the date first above written.

Fourth Amendment to Pilgrim Power Sale Agreement Between
Boston Edison Company and Montaup Electric Company

BOSTON EDISON COMPANY

By:  /s/Douglas  S. Horan
Name:   Douglas  S. Horan
Title:  Senior Vice President and General Counsel



MONTAUP ELECTRIC COMPANY
By: /s/Kevin A. Kirby
Name:  Kevin A. Kirby
Title:  Vice President