<PAGE>

Exhibit 10(ff)


                               SEVERANCE AGREEMENT
                                     BETWEEN
                             FALL RIVER GAS CONPANY
                                       AND
                                 JOHN F. FANNING


         THIS AGREEMENT, effective this first day of January, 1999, by and
between Fall River Gas Company, a Massachusetts Corporation (the "Company") and
John F. Fanning (the "Executive").

                                   WITNESSETH:

         WHEREAS, the Executive is a valuable employee of Fall River Gas
Company, an integral part of its management, and a key participant in the
decision-making process relative to short-term and long-term planning and policy
for the Company; and

         WHEREAS, the Company wishes to encourage the Executive to continue the
Executive's career and services with the Company for the period during and after
an actual or threatened Change in Control; and

         WHEREAS, the Board of Directors of the Company, at a meeting on
February 10, 1998, determined that it would be in the best interests of the
Company and its shareholders to better assure continuity in the management of
the Company's administration and operations in the event of a Change in Control
by entering into this Severance Agreement (the "Agreement") with the Executive;

         NOW THEREFORE, it is hereby agreed by and between the parties hereto as
follows:

         1.       Definitions.

                  (a)      "Board" shall mean the Board of Directors of the
                  Company.

                  (b)      "Cause" shall have the same meaning as is provided in
                  the Executives Employment Agreement.

                  (c)      Change in Control" shall mean:

                           (i)      any person (as such term is used in Section
                                    13(d) of the Securities Exchange Act of 1934
                                    (the "Act"), excluding a corporation at
                                    least 90% of the ownership of which after
                                    acquiring its interest is owned directly by
                                    the holder of common shares of the Company
                                    immediately prior to such acquisition
                                    ("Person"), is the beneficial owner,
                                    directly or indirectly, of twenty (20)
                                    percent or more of the outstanding common
                                    shares of the Company (other than the
                                    Savings Plan) requiring the filing of a
                                    report with the Securities and Exchange
                                    Commission under Section 13(d) of the 1934
                                    Act;

                                (ii) a purchase by any Person of shares pursuant
                           to a tender or exchange offer to acquire any common
                           shares of the Company (or securities convertible into
                           common shares) for cash, securities, or any other
                           consideration provided that, after consummation of
                           the offer, such Person is the beneficial owner (as
                           defined in Rule l3d-3 under the 1934 Act), directly
                           or indirectly, of twenty (20) percent or more of the
                           outstanding common shares of the Company (calculated
                           as provided in paragraph (d) of Rule 13d-3 under the
                           1934 Act in the case of rights to acquire common
                           shares);

                           (iii)    approval by the shareholders of the Company
                                    of (a) any consolidation or merger of the
                                    Company in which the Company is not the
                                    continuing or surviving corporation or
                                    pursuant to which common shares of the
                                    Company would be converted into cash,

                                       24

<PAGE>

                                    securities, or other property, other than a
                                    consolidation or merger of the Company in
                                    which holders of its common shares
                                    immediately prior to the consolidation or
                                    merger own at least 90% of the common shares
                                    of the surviving corporation immediately
                                    after the consolidation or merger, or (b)
                                    any consolidation or merger in which the
                                    Company is the continuing or surviving
                                    corporation but in which the common
                                    shareholders of the Company immediately
                                    prior to the consolidation or merger do not
                                    hold at least 90% of the outstanding common
                                    shares of the continuing or surviving
                                    corporation (except where such holders of
                                    common stock hold at least 90% of the common
                                    shares of the corporation which owns all of
                                    the common shares of the Company), or (c)
                                    any sale, lease, exchange, or other transfer
                                    (in one transaction or a series of related
                                    transactions) of all or substantially all
                                    the assets of the Company, or (d) any merger
                                    or consolidation of the Company where, after
                                    the merger or consolidation, one Person owns
                                    100% of the common shares of the Company
                                    (except where the common holders of the
                                    Company's common shares immediately prior to
                                    such merger or consolidation own at least
                                    90% of the outstanding common shares of such
                                    Person immediately after such merger or
                                    consolidation) (upon the Board's
                                    determination that the transaction subject
                                    to shareholder approval hereunder will not
                                    be consummated, a Change in Control shall
                                    not be deemed to have occurred from such
                                    date forward and this Agreement shall
                                    continue in effect as if no Change in
                                    Control had occurred, except to the extent
                                    termination requiring Severance Benefits
                                    under paragraph 3 hereof has occurred prior
                                    to such Board's determination); or

                           (iv)     a change in the majority of the members of
                                    the Board within a 24-month period unless
                                    the election or nomination for election or
                                    nomination for election by the Company's
                                    common shareholders of each new director was
                                    approved by the vote of at least two-thirds
                                    of the Directors then still in office who
                                    were in office at the beginning of the
                                    24-month period.

                  (d)      "Code" shall mean the Internal Revenue Code of 1986,
                           as amended.

                  (e)      "Compensation" shall mean the sum of (i) the
                           Executive's annual rate of base salary on the last
                           day the Executive was an employee of the Company (or
                           if higher, the annual rate in effect on the date of
                           the Change in Control), including any elective
                           contributions made by the Company on behalf of the
                           Executive that are not includible in the gross income
                           of the Executive under Sections 125 or 402(a)(8) of
                           the Code or any successor provision thereto, and
                           (ii) the average of the annual incentive payments
                           paid to the Executive by the Company, if any, for
                           the three consecutive calendar years immediately
                           preceding employment termination (or a lesser
                           period if the Executive was not eligible to receive
                           annual incentive payments during such three year
                           period).

                  (f)      "Coverage Period" means the period beginning on the
                           Starting Date and ending on the Ending Date.

                  (g)      "Disability" means the Executive's incapacity due to
                           physical or mental illness, which incapacity causes
                           the Executive to be absent from his duties on a full
                           time basis for 90 consecutive business days.

                  (h)      "Employment Agreement" shall mean the employment
                           agreement between the Company and the Executive,
                           entered into on October 7, 1991, together with any
                           amendments thereto.

                  (i)      "Ending Date" means the earlier of (i) the date of
                           the Board's determination that the transaction which
                           was approved by the Company's shareholders, thus
                           constituting a Change in Control pursuant to
                           paragraph 1(c)(iii), will not be consummated, or
                           (ii) the date which is 36 full calendar months
                           following the date on which a Change in Control
                           occurs or, if a Change in Control is based on
                           shareholder approval pursuant to paragraph 1(c)(iii)
                           hereof, the date which is 36 full calendar months
                           following the date of the consummation of the
                           transaction which was the subject of shareholder
                           approval.


                                       25
<PAGE>

                  (j)      "Good Reason" shall mean any of the following:

                                (i) material change by the Company of the
                           Executive's functions, duties or responsibilities
                           which change would cause the Executive's position
                           with the Company to become of less dignity,
                           responsibility, importance, prestige or scope,
                           including, without limitation, a change from being a
                           senior officer of a publicly held company;

                                (ii) assignment or reassignment by the Company
                           of the Executive without the Executive's consent to
                           another place of employment more than 50 miles from
                           the Executive's current place of employment; or

                                (iii) a reduction which is more than de minimis
                           in the Executive's base pay or bonus opportunity
                           except if such reduction is part of a reduction for
                           all executive officers of the Company and any parent
                           Company thereof.

                           No such event described above shall constitute Good
                           Reason unless the Executive gives written notice to
                           the Company, specifying the event relied upon for
                           such termination and given at any time within one
                           year after the occurrence of such event and the
                           Company has not remedied such within 30 days of the
                           notice. The Company and Executive, upon mutual
                           written agreement may waive any of the foregoing
                           provisions which would otherwise constitute a Good
                           Reason.

                  (k)      "Single Trigger Period" means the eighteen month
                           period which (i) begins on the date on which a
                           Change in Control occurs, or if a Change in Control
                           is based on shareholder approval pursuant to
                           paragraph 1(c)(iii) hereof, the date of the
                           consummation of the termination which was the
                           subject of shareholder approval, and (ii) ends
                           eighteen months thereafter.

                           (1)  "Starting Date" means the date on which a
                                Change in Control occurs.

              2. TERM. This Agreement shall be effective as of the date above
         written and shall continue thereafter for 36 full calendar months
         following the date of an occurrence of a Change in Control or, if the
         Change in Control event is based on shareholder approval pursuant to
         paragraph 1(c)(iii), 36 full calendar months following the date of the
         consummation of the transaction which was the subject of shareholder
         approval.

              3. SEVERANCE BENEFIT. If (i) at any time during the Coverage
         Period, the Executive's employment hereunder is terminated by the
         Company for any reason other than Cause, death or Disability, or by the
         Executive for Good Reason, or (ii) during the Single Trigger Period,
         the Executive terminates his employment for any reason, then,

                  (a)      within five business days after such termination, the
                           Company shall pay to the Executive (or, if the
                           Executive has died before receiving all payments to
                           which the Executive has become entitled hereunder, to
                           the estate of the Executive) (i) accrued but unpaid
                           salary and accrued but unused vacation, if any, and
                           (ii) severance pay in a lump sum cash amount equal to
                           three (3) times the Executive's Compensation;

                  (b)      to the extent not paid or payable under such plans
                           and/or arrangements, the Company shall pay to the
                           Executive the present value of the benefits
                           (calculated assuming the Executive will begin
                           receiving benefits at the earliest retirement date
                           under such plans and/or arrangements, or if later, at
                           the end of the term of this Agreement, based on the
                           actuarial assumptions used for purposes of the
                           qualified defined benefit plan) that would have
                           accrued, but did not accrue, under the Company's
                           qualified defined benefit retirement plan, the Fall
                           River Gas Company Survivor Benefit Deferred
                           Compensation Agreement, and the excess pension
                           benefit provision in the Employment Agreement and/or
                           any successor or similar plan(s) or arrangements in
                           place and operational on the date of termination
                           and/or the Change in Control, as if (for vesting,
                           benefit accrual, eligibility for early retirement,
                           subsidized early retirement factors, actuarial
                           equivalence, and any other purposes) the Executive
                           had continued to be employed and had



                                       26
<PAGE>

                           continued to participate in such plans and
                           arrangements through the end of the term of this
                           Agreement; it being understood by all parties hereto
                           that payments made under this Agreement and the
                           deemed additional credited service shall not be
                           considered for purposes of determining the actual
                           benefit payable under the terms of such plans and
                           arrangements and shall not be considered part of the
                           relevant payroll records for purposes of such plans
                           and arrangements; and

                  (c)      to the extent not already provided under the terms of
                           the Employment Agreement, for a period commencing
                           with the month in which termination of employment, as
                           described in paragraph 3 hereof, shall have occurred,
                           and ending the later of the date of the Executive's
                           or the Executive's spouse's death, the Executive, his
                           spouse and any dependents shall continue to be
                           entitled to receive all health and dental care
                           benefits under the Company's welfare benefit plans
                           (within the meaning of Section 3(l) of the Employee
                           Retirement Income Security Act of 1974, as amended),
                           at no cost to the Executive and at the same level of
                           benefits that the Executive, his spouse and his
                           dependents were receiving or were entitled to receive
                           at the time of termination of employment or, if it
                           would result in greater benefits, at the date of the
                           Change in Control (if and to the extent that such
                           benefits shall not be payable or provided under any
                           Company plan, the Company shall pay or provide
                           equivalent benefits on an individual basis).

         4.       CERTAIN ADDITIONAL PAYMENTS.

                    (a) If Independent Tax Counsel shall determine that the
                  aggregate payments made to the Executive pursuant to this
                  Agreement and any other payments to the Executive from the
                  Company which constitute "parachute payments" as defined in
                  Section 280G of the Code (or any successor provision thereto)
                  ("Parachute Payments") would be subject to the excise tax
                  imposed by Section 4999 of the Code (the "Excise Tax"), then
                  the Executive shall be entitled to receive an additional
                  payment (a "Gross-Up Payment") in an amount (determined by
                  Independent Tax Counsel) such that after payment by the
                  Executive of all taxes (including any Excise Tax) imposed upon
                  the Gross-Up Payment and any interest or penalties imposed
                  with respect to such taxes, the Executive retains from the
                  Gross-Up Payment an amount equal to the Excise Tax imposed
                  upon the payments. For purposes of this paragraph 4(a),
                  "Independent Tax Counsel" shall mean a lawyer, a certified
                  public accountant with a nationally recognized accounting
                  firm, or a compensation consultant with a nationally
                  recognized actuarial and benefits consulting firm, with
                  expertise in the area of executive compensation tax law, who
                  shall be selected by the Executive and shall be reasonably
                  acceptable to the Company, and whose fees and disbursements
                  shall be paid by the Company.

                    (b) If Independent Tax Counsel shall determine that no
                  Excise Tax is payable by the Executive, it shall furnish the
                  Executive with a written opinion that the Executive has
                  substantial authority not to report any Excise Tax on the
                  Executive's Federal income tax return. If the Executive is
                  subsequently required to make a payment of any Excise Tax,
                  then the Independent Tax Counsel shall determine the amount
                  (the amount of such additional payments are referred herein as
                  "Gross-Up Underpayment") of such payment and any such Gross-Up
                  Underpayment shall be promptly paid by the Company to or for
                  the benefit of the Employee. The fees and disbursements of the
                  Independent Tax Counsel shall be paid by the Company.

                       (c) The Executive shall notify the Company in writing
                  within 15 days of any claim by the Internal Revenue Service
                  that, if successful, would require the payment by the Company
                  of a Gross-Up Payment. If the Company notifies the Executive
                  in writing that it desires to contest such claim and that it
                  will bear the costs and provide the indemnification as
                  required by this sentence, the Executive shall:

                                (i) give the Company any information reasonably
                           requested by the Company relating to such claim,

                                (ii) take such action in connection with
                           contesting such claim as the Company shall reasonably
                           request in writing from time to time, including,
                           without limitation, accepting legal representation
                           with respect to such claim by an attorney reasonably
                           selected by




                                       27
<PAGE>

                           the Company,

                                (iii) cooperate with the Company in good faith
                           in order to effectively contest such claim, and

                                (iv) permit the Company to participate in any
                           proceedings relating to such claim; provided,
                           however, that the Company shall bear and pay directly
                           all costs and expenses (including additional interest
                           and penalties) incurred in connection with such
                           contest and shall indemnify and hold the Executive
                           harmless, on an after-tax basis, for any Excise Tax
                           or income tax, including interest and penalties with
                           respect thereto, imposed as a result of such
                           representation and payment of costs and expenses. The
                           Company shall control all proceedings taken in
                           connection with such contest; provided, however, that
                           if the Company directs the Executive to pay such
                           claim and sue for a refund, the Company shall advance
                           the amount of such payment to the Executive, on an
                           interest-free basis and shall indemnify and hold the
                           Executive harmless, on an after-tax basis, from any
                           Excise Tax or income tax, including interest or
                           penalties with respect thereto, imposed with respect
                           to such advance or with respect to any imputed income
                           with respect to such advance.

                       (d) If, after the receipt by the Executive of an amount
                  advanced by the Company pursuant to paragraph 4(c)(iv), the
                  Executive becomes entitled to receive any refund with respect
                  to such claim, the Executive shall, within 10 days, pay to the
                  Company the amount of such refund (together with any interest
                  paid or credited thereon after taxes applicable thereto).

         5.       NO MITIGATION REQUIRED. In the event of any termination of
                  the Executive's employment described in paragraph 3, the
                  Executive shall be under no obligation to seek other
                  employment, and there shall be no offset against amounts
                  due the Executive under this Agreement on account of any
                  remuneration attributable to any subsequent employment;
                  provided, however, to the extent the Executive receives
                  medical and health benefits from a subsequent employer,
                  medical and health benefits under paragraph 3(c) shall be
                  secondary to those received from the subsequent employer..

         6.       SOURCE OF PAYMENTS. All payments provided for in this
                  Agreement shall be paid in cash from the general funds of
                  the Company; provided, however, such payments shall be
                  reduced by the amount of any payments made to the
                  Executive or the Executive's dependents, beneficiaries,
                  or estate from any trust or special or separate fund
                  established by the Company to assure such payments. The
                  Company shall not be required to establish a special or
                  separate fund or other segregation of assets to assure
                  such payments, and, if the Company shall make any
                  investments to aid it in meeting its obligations
                  hereunder, the Executive shall have no right, title, or
                  interest whatever in or to any such investments except as
                  may otherwise be expressly provided in a separate written
                  instrument relating to such investments. Nothing
                  contained in this Agreement, and no action taken pursuant
                  to its provisions, shall create or be construed to create
                  a trust of any kind, or a fiduciary relationship between
                  the Company and the Executive or any other person. To the
                  extent that any person acquires a right to receive
                  payments from the Company, such right shall be no greater
                  than the right of an unsecured creditor of the Company.

         7.       LITIGATION EXPENSES: ARBITRATION.

                  (a)      Full Settlement, Litigation Expenses; Arbitration.
                           The Company's obligation to make the payments
                           provided for in this Agreement and otherwise to
                           perform its obligations hereunder shall not be
                           affected by any set-off, counterclaim, recoupment,
                           defense or other claim, right or action which the
                           Company may have against the Executive or others. In
                           no event shall the Executive be obligated to seek
                           other employment or take any other action by way of
                           mitigation of the amounts payable to the Executive
                           under any of the provisions of this Agreement. The
                           Company agrees to pay, upon written demand therefor
                           by the Executive, all legal fees and expenses which
                           the Executive may reasonably incur as a result of any
                           dispute or contest by or with the Company or others
                           regarding the validity or enforceability of, or
                           liability under, any



                                       28
<PAGE>

                           provision of this Agreement (except to the extent it
                           is determined by a court of competent jurisdiction,
                           mediator or arbitrator, as the case may be, that the
                           Executive's material claim is, or claims are,
                           frivolous or without merit in which case the
                           Executive shall bear all such fees and expenses),
                           together with interest on any delayed payments at the
                           applicable Federal rate provided for in Section
                           7872(f)(2) of the Code. In any such action brought by
                           the Executive for damages or to enforce any
                           provisions of this Agreement, the Executive, in his
                           sole discretion, shall be entitled to seek both legal
                           and equitable relief and remedies, including, without
                           limitation, specific performance of the Company's
                           obligations hereunder. If the parties hereto so agree
                           in writing, any disputes under this Agreement may be
                           settled by arbitration. The obligation of the Company
                           under this paragraph 7 shall survive the termination
                           for any reason of this Agreement (whether such
                           termination is by the Company, by the Executive, upon
                           the expiration of this Agreement or otherwise).

                       (b) In the event of any dispute or difference between the
                  Company and the Executive with respect to the subject matter
                  of this Agreement and the enforcement of rights hereunder, the
                  Executive may, in the Executive's sole discretion by written
                  notice to the Company, require such dispute or difference to
                  be submitted to arbitration. The arbitrator or arbitrators
                  shall be selected by agreement of the parties or, if they
                  cannot agree on an arbitrator or arbitrators within 30 days
                  after the Executive has notified the Company of Executive's
                  desire to have the question settled by arbitration, then the
                  arbitrator or arbitrators shall be selected by the American
                  Arbitration Association (the "AAA") in Boston, Massachusetts
                  upon the application of the Executive. The determination
                  reached in such arbitration shall be final and binding on both
                  parties without any right of appeal or further dispute.
                  Execution of the determination by such arbitrator may be
                  sought in any court of competent jurisdiction. The arbitrators
                  shall not be bound by judicial formalities and may abstain
                  from following the strict rules of evidence and shall
                  interpret this Agreement as an honorable engagement and not
                  merely as a legal obligation. Unless otherwise agreed by the
                  parties, any such arbitration shall take place in Boston,
                  Massachusetts, and shall be conducted in accordance with the
                  Rules of the AAA.

         8.       INCOME TAX WITHHOLDING. The Company may withhold from any
                  payments made under this Agreement all federal, state, or
                  other taxes as shall be required pursuant to any law or
                  governmental regulation or ruling.

         9.       ENTIRE UNDERSTANDING. This Agreement contains the entire
                  understanding between the Company and the Executive with
                  respect to the subject matter hereof and supersedes any
                  similar agreement between the Company and the Executive,
                  except that this Agreement shall not affect or operate to
                  reduce any benefit or compensation inuring to the Executive of
                  any kind elsewhere provided and not expressly provided for in
                  this Agreement including, without limitation, any benefit or
                  compensation under the Employment Agreement and/or the Fall
                  River Gas Company Survivor Benefit Deferred Compensation
                  Agreement.

         10.      SEVERABILILY. If, for any reason, any one or more of the
                  provisions or part of a provision contained in this Agreement
                  shall be held to be invalid, illegal or unenforceable in any
                  respect, such invalidity, illegality or unenforceability shall
                  not affect any other provision or part of a provision of this
                  Agreement not held so invalid, illegal or unenforceable, and
                  each other provision or part of a provision shall to the full
                  extent consistent with law continue in full force and effect.

         11.      CONSOLIDATION, MERGER. OR SALE OF ASSETS. If the Company
                  consolidates or merges into or with, or transfers all or
                  substantially all of its assets to, another entity the term
                  "the Company" as used herein shall mean such other entity and
                  this Agreement shall continue in full force and effect.

         12.      NOTICES. All notices, requests, demands and other
                  communications required or permitted hereunder shall be given
                  in writing and shall be deemed to have been duly given if
                  delivered or mailed, postage prepaid, first class as follows:

                  a.       to the Company;



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<PAGE>



                                Fall River Gas Company
                                155 North Main Street
                                Fall River, Massachusetts 02722
                                Attention:
                                           --------------
                  b.            to the Executive:

                                 -----------------------
                                 -----------------------
                                 -----------------------

                                or to such other address as either party shall
                                have previously specified in writing to the
                                other.

         13.      NO ATTACHMENT. Except as required by law, no right to receive
                  payments under this Agreement shall be subject to
                  anticipation, commutation, alienation, sale, assignment,
                  encumbrance, charge, pledge or hypothecation or to execution,
                  attachment, levy or similar process or assignment by operation
                  of law, and any attempt, voluntary or involuntary, to effect
                  any such action shall be null, void and of no effect.

         14.      BINDING AGREEMENT. This Agreement shall be binding upon, and
                  shall inure to the benefit of, the Executive and the Company
                  and their respective permitted successors and assigns.

         15.      MODIFICATION AND WAIVER. Prior to the date of a Change in
                  Control, this Agreement may be terminated, modified, amended
                  or terminated by action of a majority of the members of the
                  Board. After a Change in Control, this Agreement may not be
                  modified or amended except by an instrument in writing signed
                  by the parties hereto. No term or condition of this Agreement
                  shall be deemed to have been waived, nor shall there be any
                  estoppel against the enforcement of any provision of this
                  Agreement, except by written instrument signed by the party
                  charged with such waiver or estoppel. No such written waiver
                  shall be deemed a continuing waiver unless specifically stated
                  therein, and each such waiver shall operate only as to the
                  specific term or condition waived and shall not constitute a
                  waiver of such term or condition for the future or as to any
                  act other than that specifically waived.

         16.      HEADING OF NO EFFECT. The paragraph headings contained in this
                  Agreement are included solely for convenience of reference and
                  shall not in any way affect the meaning or interpretation of
                  any of the provisions of this Agreement.

         17.      GOVERNING LAW. This Agreement and its validity,
                  interpretation, performance, and enforcement shall be governed
                  by the laws of the Commonwealth of Massachusetts without
                  giving effect to the choice of law provisions in the
                  Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
officers thereunto duly authorized, and the Executive has signed this Agreement,
all effective as of the date first above written.

<TABLE>
<CAPTION>

     <S>                                            <C>
     Witness:                                        Fall River Gas Company:

                                                     By:
    ---------------------------------                    -----------------------------------
                                                     Title:

     Witness:

                                                     By:
    ---------------------------------                    -----------------------------------
                                                     Title:
                                                         -----------------------------------

    Witness:                                         Executive:
</TABLE>

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