<PAGE>
                                         EXHIBIT(10)(n)
















              NEW ENGLAND ELECTRIC SYSTEM COMPANIES


                    RETIREMENT SUPPLEMENT PLAN
















                                        Executed November 1, 1979
                                         Amended October 12, 1982
                                                November 23, 1982
                                                    June 21, 1984
                                                     May 27, 1986
                                                    April 1, 1991
                                                September 1, 1993
                                                  January 1, 1995
                                                 December 1, 1995
<PAGE>
                        TABLE OF CONTENTS
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                                                            Page
                                                            ----

Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .1
     1.      Actuarial Value . . . . . . . . . . . . . . . . . .1
     2.      Adjusted Benefit. . . . . . . . . . . . . . . . . .1
     3.      Adjustment. . . . . . . . . . . . . . . . . . . . .1
     4.      Adjustment Factor . . . . . . . . . . . . . . . . .2
     5.      Basic Benefit . . . . . . . . . . . . . . . . . . .2
     6.      Beneficial Owner. . . . . . . . . . . . . . . . . .2
     7.      Board . . . . . . . . . . . . . . . . . . . . . . .2
     8.      Change in Control . . . . . . . . . . . . . . . . .3
     9.      Committee . . . . . . . . . . . . . . . . . . . . .4
     10.     Company . . . . . . . . . . . . . . . . . . . . . .4
     11.     Initial Adjusted Benefit. . . . . . . . . . . . . .4
     12.     A Major Transaction . . . . . . . . . . . . . . . .4
     13.     New England Electric System . . . . . . . . . . . .6
     14.     Participant . . . . . . . . . . . . . . . . . . . .6
     15.     Person. . . . . . . . . . . . . . . . . . . . . . .6
     16.     Plan. . . . . . . . . . . . . . . . . . . . . . . .7
     17.     Qualified Plan. . . . . . . . . . . . . . . . . . .7
     18.     Qualified Plan Benefit. . . . . . . . . . . . . . .7
     19.     Retirement. . . . . . . . . . . . . . . . . . . . .7
     20.     Retirement Income . . . . . . . . . . . . . . . . .7
     21.     Spouse  . . . . . . . . . . . . . . . . . . . . . .8
     22.     Supplemental Plan . . . . . . . . . . . . . . . . .8
     23.     Supplemental Plan Benefit . . . . . . . . . . . . .8
     24.     Year of Service . . . . . . . . . . . . . . . . . .8

Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . . . .8
     1.      Retirement Benefit. . . . . . . . . . . . . . . . .8
     2.      Form of Payment . . . . . . . . . . . . . . . . . .9
     3.      Spouse's Death Benefit. . . . . . . . . . . . . . .9

Timing of Payments . . . . . . . . . . . . . . . . . . . . . . .9

Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . . . 10

Administration and Claims. . . . . . . . . . . . . . . . . . . 11

Government Regulations . . . . . . . . . . . . . . . . . . . . 11

Nonassignment. . . . . . . . . . . . . . . . . . . . . . . . . 11

Provisions of Benefits . . . . . . . . . . . . . . . . . . . . 12

Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Amendment or Discontinuance. . . . . . . . . . . . . . . . . . 12

Effective Date . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
              NEW ENGLAND ELECTRIC SYSTEM COMPANIES
             -------------------------------------

                    Retirement Supplement Plan
                   --------------------------


Definitions
-----------
     When used in the Plan, the following words will have the
     meaning given below:

     1.     Actuarial Value will be established using the most
            recent assumptions established by the Benefits
            Committee for the Qualified Plan.

     2.     Adjusted Benefit means the product of (a) and (b)
            below:
            (a)     the Adjusted Benefit or the Initial Adjusted
                    Benefit, as is applicable, for the prior year
                    and
            (b)     the Adjustment Factor.
            The Adjusted Benefit will be determined as soon as
            necessary data is available after the beginning of
            each year.
            Each year, at the time of the first payment of the
            Adjusted Benefit, an appropriate retroactive payment
            will be made to adjust amounts due between January
            of the current year and the time of the adjustment.
<PAGE>
     3.     Adjustment means, for the then current year, (a)
            less (b) below:
            (a)     Moody's AAA Corporate Bond rate for the prior
                    year
            (b)     200 basis points.
            In no event, however, may the Adjustment exceed the
            percentage increase, if any, in the Consumer Price
            Index for the prior year, and in no event may the
            Adjustment be less than zero.

     4.     Adjustment Factor means (a) plus (b) below:
            (a)     1.000, and
            (b)     the Adjustment expressed in decimal form.

     5.     Basic Benefit means, for retirements on or after
            April 1, 1991, an annual retirement benefit equal to
            that calculated under the Supplemental Plan without
            regard to any domestic relations order that would
            otherwise affect the amount of said benefit.

     6.     Beneficial Owner shall have the meaning defined in
            Rule 13d-3 under the Securities Exchange Act of
            1934.

<PAGE>
     7.     Board means the Board of Directors of New England
            Electric System.

     8.     Change in Control occurs when the conditions set
            forth in either of the following paragraphs shall
            have been satisfied:
            (a)     any Person is or becomes the Beneficial
                    Owner, directly or indirectly, of securities
                    of New England Electric System (not including
                    in the securities beneficially owned by such
                    Person any securities acquired directly from
                    New England Electric System or its
                    affiliates) representing 20% or more of the
                    combined voting power of New England Electric
                    System's then outstanding securities; or
            (b)     during any period of not more than two
                    consecutive years after January 1, 1995,
                    individuals who at the beginning of such
                    period constitute the Board and any new
                    director (other than a director designated by
                    a Person who has entered into an agreement
                    with New England Electric System to effect a
                    transaction described in clause (a) of this
                    paragraph) whose election by the Board or
                    nomination for election by New England
                    Electric System's shareholders was approved 
<PAGE>
                    or recommended by a vote of at least two-
                    thirds of the directors then still in office
                    who either were directors at the beginning of
                    the period or whose election or nomination
                    for election was previously so approved or
                    recommended, cease for any reason to
                    constitute a majority of the Board.

     9.     Committee means the Compensation Committee of the
            Board of Directors of the New England Electric
            System.
<PAGE>

     10.    Company means the subsidiary of New England Electric
            System by which the Participant was employed on the
            day immediately preceding the date he has a
            termination of employment.

     11.    Initial Adjusted Benefit means the product of (a)
            and (b) below:
            (a)     The Basic Benefit;
            (b)     the Adjustment Factor.

     12.    A Major Transaction shall be deemed to have occurred
            if the conditions set forth in any one of the
            following paragraphs shall have been satisfied:
<PAGE>
            (a)     the shareholders of New England Electric
                    System approve a merger or consolidation with
                    any corporation or business trust, other than
                    (i) a merger or consolidation which would
                    result in the individuals who prior to such
                    merger or consolidation constitute the Board
                    constituting at least two-thirds of the board
                    of directors of New England Electric System
                    or the surviving or succeeding entity
                    immediately after such merger or
                    consolidation, or (ii) a merger or
                    consolidation effected to implement a
                    recapitalization (or similar trasaction) in
                    which no Person acquires more than 20% of the
                    combined voting power of New England Electric
                    System's then outstanding securities;
            (b)     the shareholders of New England Electric
                    System approve a plan of complete liquidation
                    thereof; or
            (c)     the shareholder of New England Electric
                    System approve an agreement for the sale or
                    disposition of all or substantially all of
                    New England Electric System's assets, other
                    than a sale or disposition which would result
                    in the individuals who prior to such sale or
<PAGE>
            disposition constitute the Board constituting at
            least two-thirds of the board of directors of the
            Person purchasing such assets immediately after such
            sale or disposition.

     13.    New England Electric System means the trustee or
            trustees for the time being (as trustee or trustees
            but not personally) under an agreement and
            declaration of trust dated January 2, 1926, as
            amended, which is hereby referred to, and a copy of
            which as amended has been filed with the Secretary
            of The Commonwealth of Massachusetts.  Any
            agreement, obligation, or liability made, entered
            into or incurred by or on behalf of New England
            Electric System binds only its trust estate, and no
            shareholder, director, trustee, officer, or agent
            thereof assumes or shall be held to any liability
            therefor.

     14.    Participant means any of those officers of the New
            England Electric System who (a) participated in this
            Plan as of February 1, 1991, or (b) are designated
            as participants in this Plan by the Committee.

<PAGE>
     15.    Person shall have the meaning given in Section
            3(a)(9) of the Exchange Act, as modified and used in
            Sections 13(d) and 14(d) thereof; however, a Person
            shall not include (i) New England Electric System or
            any subsidiary thereof, (ii) a trustee or other
            fiduciary holding securities under an employee
            benefit plan of New England Electric System or any
            subsidiary thereof, (iii) an underwriter temporarily
            holding securities pursuant to an offering of such
            securities, or (iv) a corporation owned, directly or
            indirectly, by the shareholders of New England
            Electric System in substantially the same
            proportions as their ownership of shares of New
            England Electric System.

     16.    Plan means the Retirement Supplement Plan.

     17.    Qualified Plan means the New England Electric System
            Companies' Final Average Pay Pension Plan I.

     18.    Qualified Plan Benefit means the annual benefit
            payable at Retirement on a straight life annuity
            basis under the terms of the Qualified Plan without
            regard to any qualified domestic relations order
            that would otherwise affect the amount of said
            benefit.
<PAGE>

     19.    Retirement means the date on which retirement
            benefits under the Qualified Plan commence.

     20.    Retirement Income means the monthly benefit for
            which a Participant is eligible under this Plan.

     21.    Spouse shall have the meaning provided in the
            Qualified Plan.

     22.    Supplemental Plan means New England Electric System
            Companies' Executive Supplemental Retirement Plan.

     23.    Supplemental Plan Benefit means the annual benefit
            payable at Retirement on a straight life annuity
            basis under the terms of the Supplemental Plan
            without regard to any domestic relations order that
            would otherwise affect the amount of said benefit.

     24.    Year of Service shall have the meaning provided in
            the Qualified Plan.

<PAGE>
Plan Benefits
-------------
     1.     Retirement Benefit
            A Participant shall be entitled to receive under
            this Plan an annual retirement benefit equal to (a)
            less (b) below:
            (a)     the Adjusted Benefit for the given year;
            (b)     the sum of the Qualified Plan Benefit and the
                    Supplemental Plan Benefit.

     2.     Form of Payment
            Retirement Income shall be payable in the same form
            as that elected under the provisions of the
            Qualified Plan; provided, however, to the extent
            that the form of benefit was dictated by the terms
            of a qualified domestic relations order, the form
            may be that which would have applied (or any form
            that could have been elected) in the absence of said
            order.  The annual Retirement Income payment from
            this Plan shall be adjusted by the actuarial
            equivalent factor used to reduce retirement benefits
            under the Qualified Plan, other than reductions for
            retirement before age 65.
<PAGE>
     3.     Spouse's Death Benefit
            If a Participant has not had a termination of
            employment, a Spouse's death benefit shall be
            payable under this Plan on the same terms as
            provided in the Supplemental Plan.

Timing of Payments
------------------
     A Participant shall be eligible for benefits under this Plan
     when and if he or she is eligible for benefits under the
     Qualified Plan.  Benefits shall commence on the first
     anniversary of the date on which the Participant first
     receives benefits under the Qualified Plan.

Lump Sum Payments
-----------------
     At Retirement, a Participant may elect to receive, in lieu
     of any future benefits hereunder, a lump sum payment equal
     to the Actuarial Value of the maximum value of said future
     benefits, less 10%.

     Any provision of this Plan to the contrary notwithstanding,
     if (i) any company shall fail to make any payment to any
     Participant when due under this Plan or (ii) any company or
     employer shall fail to make any payment to any participant
<PAGE>
due under either of the New England Electric Companies Deferred
Compensation Plan or the Supplemental Plan, the full amount of
the current Actuarial Value of the Participant's benefits under
this Plan shall be payable immediately to each Participant as a
lump-sum;  provided, however, if any employer or company shall,
in good faith, contest a claim by a participant under this Plan
or any of the other above-listed plans, the failure to make the
contested payment or payments shall not, for the purpose of this
paragraph, be a failure to make a payment.

     At any time following a Change in Control or a Major
     Transaction, any Participant who has had a Termination of
     Employment, whether before or after the Change in Control or
     Major Transaction, may elect to receive, in lieu of any
     future benefits hereunder, a lump sum payment equal to the
     Actuarial Value of the maximum value of said future
     benefits, less 10%.

     If the Company does not make the aforesaid lump sum
     payments, the New England Electric System will make the
     payment for the account of the Company.

<PAGE>
Administration and Claims
-------------------------
     The Committee shall have for this Plan the same duties,
     including, but not limited to, the procedures for denied
     claims, as the Benefits Committee and the Benefits Appeal
     Committee have for the Qualified Plan.

Government Regulations
----------------------
     It is intended that this Plan will comply with all
     applicable laws and governmental regulations, and the
     Company shall not be obligated to perform an obligation
     hereunder in any case where, in the opinion of the Company's
     counsel, such performance would result in violation of any
     law or regulation.

Nonassignment
-------------
     To the fullest extent permitted by law, no benefit under the
     Plan, nor any other interest hereunder of any Participant or
     contingent annuitant, may be assigned or alienated.

<PAGE>
Provisions of Benefits
----------------------
     This Plan will be unfunded.  Benefits will be paid from the
     operating revenues of the Company.  A Participant's rights
     to benefits under this Plan shall be those of an unsecured,
     general creditor of the Company.

Vesting
-------
     A Participant's accrued benefits shall be 100% vested after
     60 months of participation in this Plan.

     If a Participant should become totally and permanently
     disabled or die, prior to the completion of 60 months of
     participation in the Plan, the Participant or the
     Participant's Spouse shall be entitled to receive a prorated
     benefit derived by multiplying the full benefit, otherwise
     payable but for the passage of time under the Plan, by the
     quotient obtained by dividing the months of participation by
     sixty.

Amendment or Discontinuance
----------------------------
     The Committee may amend or discontinue the Plan at any time;
     provided, no modification shall reduce a benefit which a
     Participant was eligible to receive under the Plan at the
     time of such amendment or discontinuance; and provided
     further, no amendment or discontinuance in any manner
     adverse to a Participant with respect to benefit formula or
     optional form of payment may be made for three years
     following a Change in Control or a Major Transaction.
<PAGE>

Effective Date
--------------
     This Amendment shall be effective December 1, 1995.

Dated:  December 26, 1995


                         s/ George M. Sage
                         _______________________________________
                         Chairman of the Compensation Committee
                         Pursuant to Vote of the Compensation
                         Committee of October 24, 1995, and the
                         Board of Directors of November 28, 1995