<PAGE>
                                             NEES Exhibit 10(i)
  
  
                THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
  
    
    THIS THIRTY-THIRD AGREEMENT, dated as of the 1st day of
  December, 1996, is entered into by the signatory Participants
  for the amendment and restatement by them of the New England
  Power Pool Agreement dated as of September, 1, 1971 (the
  "NEPOOL Agreement"), as previously amended by thirty (30)
  amendments, the most recent of which was dated as of September
  1, 1995.
  
    WHEREAS, the signatory Participants propose to restate the
  NEPOOL Agreement to provide for a restructured New England
  Power Pool and to include as part of such restated pool
  agreement a NEPOOL Open Access Transmission Tariff (the
  "Tariff");
  
    NOW THEREFORE, the signatory Participants hereby agree as
  follows:
  
    <PAGE>
                           SECTION I
         AMENDMENT AND RESTATEMENT OF NEPOOL AGREEMENT
        ---------------------------------------------
  
          The NEPOOL Agreement as in effect on December 1, 1996
  (the "Prior NEPOOL Agreement") is amended and restated, as of
  the effective dates provided in Section II, to read as provided
  in Exhibit A hereto (the "Restated NEPOOL Agreement").
  
                           SECTION II
          EFFECTIVENESS OF THE THIRTY-THIRD AGREEMENT
          -------------------------------------------
  
    This Thirty-Third Agreement, and the amendment and
  restatement provided for above, shall become effective as
  follows:
  
    (1)   Parts One, Two, Four and Five, of the Restated NEPOOL
            Agreement and all of the provisions of the Tariff
            shall become effective, and Sections 1 to 8,
            inclusive, 10, 11, 13, 14.2, 14.3, 14.4 and 16 of the
            Prior NEPOOL Agreement shall cease to be in effect,on
            March 1, 1997 or on such other date as the Federal
    <PAGE>
          Energy Regulatory Commission ("Commission") shall
            provide that such portion of the Restated NEPOOL
            Agreement shall become effective (the "First
            Effective Date"); and 
  
    (2)   the remaining portions of the Restated NEPOOL
            Agreement shall become effective, and Sections 9, 12,
            14.1, 14.5, 14.6, 14.7, 14.8 and 15 of the Prior
            NEPOOL Agreement together with the related exhibits
            and supplements to the Prior NEPOOL Agreement shall
            cease to be in effect, on July 1, 1997 or such other
            date on or before January 1, 1998 as the NEPOOL
            Management Committee may fix, after it has determined
            that the necessary detailed criteria, rules and
            standards and computer programs to implement such
            remaining portions of the Restated NEPOOL Agreement
            are in place, or on such other date or dates as the
            Federal Energy Regulatory Commission may fix, on its
            own or pursuant to the request of the Management
            Committee, (the "Second Effective Date").
  
    <PAGE>
                          SECTION III
                      INTENT OF AGREEMENT
                      -------------------
  
    This Thirty-Third Agreement is intended by the signatories
  hereto to effect a comprehensive amendment and restatement of
  the NEPOOL Agreement and to provide a regional open access
  transmission arrangement in accordance with the Restated NEPOOL
  Agreement and the Tariff, which is Attachment B to the Restated
  NEPOOL Agreement.  Subject to the understandings expressed in
  the balance of this Section and in Section IV, the signatories
  agree to support the acceptance of the Thirty-Third Agreement
  by the Commission. 
  
    Subject to the understandings expressed in Section IV of
  this Agreement, in entering into this Thirty-Third Agreement
  the signatories expressly condition their commitment on
  acceptance of this Thirty-Third Agreement, including the
  Restated NEPOOL Agreement and the Tariff, by the Commission and
  any other regulatory body having jurisdiction without
  significant conditions or modifications.  If significant
  conditions are imposed or significant modifications are
    <PAGE>
required, the signatories reserve the right to renegotiate the
  Thirty-Third Agreement as a whole or to terminate it. 
  
                           SECTION IV
                     ALTERNATIVE AMENDMENTS
                    -----------------------
  
    The signatories have been unable to reach final agreement
  on two aspects of the transmission arrangements for a
  restructured NEPOOL which would be in effect after the five-
  year Transition Period provided for in the Tariff, as follows:
  
    (a)   the continued treatment of "grandfathered contracts"
            as Excepted Transactions; and
  
    (b)   the continuance and treatment of Participant Regional
            Network Service rates which differ from an average
            Regional Network Service rate.
  
  It is agreed that any Participant which signs this Agreement
  shall be entitled to take any position before the Commission
  that it deems best with respect to either of these two aspects
  of the transmission arrangements.
    <PAGE>
    However, Participants signing this Agreement are requested
  to consider the proposed treatment of these aspects of the
  transmission arrangements in the following Alternate A and
  Alternate B and to indicate, if they are willing, in the
  optional supplemental agreement on the signature page to this
  Agreement their position on these alternates.  The alternates
  are as follows:
  
    Alternate A is as follows:
    -------------------------
    1.    The introductory portion of paragraph (3) of Section
  25 of the Tariff shall be amended to read as follows:
  
          (3)  for the period from the effective date of the
                 Tariff until the termination of the transmission
                 agreement or the end of the Transition Period,
                 whichever occurs first:
    2.    The description of the "Participant RNS Rate" in
  Schedule 9 to the Tariff shall be amended by modifying the
  proviso at the end of the second sentence of paragraph (4) of
  the Schedule to read as follows:
  
    <PAGE>
          provided that in no event shall its pre-1997
            Participant RNS Rate be less than 70% of the pre-1997
            Pool PTF Rate until the end of Year Five, and
            thereafter shall be equal to the pre-1997 Pool PTF
            Rate for Year Six and thereafter.
  
  and by amending the proviso at the end of the third sentence of
  paragraph (4) of the Schedule to read as follows:
  
          provided that in no event shall its pre-1997
            Participant RNS Rate be greater than 130% of the pre-
          1997 Pool PTF Rate until the end of Year Five, and
            thereafter shall be equal to the pre-1997 Pool PTF
            Rate for Year Six and thereafter.
  
    Alternate B is as follows:
    -------------------------
    1.    The introductory portion of paragraph (3) of Section
  25 of the Tariff shall be amended to read as follows:
  
          (3)  for the period from the effective date of this
                 Tariff until the termination of the transmission
                 agreement:
    <PAGE>
    2.    The description of the "Participant RNS Rate" in
  Schedule 9 to the Tariff shall be amended by modifying the
  proviso at the end of the second sentence of paragraph (4) of
  the Schedule to read as follows:
          provided that in no event shall its pre-
          1997 Participant RNS Rate be less than 70% of the
            pre-1997 Pool PTF Rate until the end of Year Five,
            and thereafter shall be no less than 50% of the pre-
          1997 Pool PTF Rate for Year Six through Year Ten, and
            shall be equal to the pre-1997 Pool PTF Rate for Year
            Eleven and thereafter.
  
  and by amending the provison at the end of the third sentence
  of paragraph (4) of the Schedule to read as follows:
          provided that in no event shall its pre-
          1997 Participant RNS Rate be greater than 130% of the
            pre-1997 Pool PTF Rate until the end of Year Five and
            thereafter shall be no greater than 127% of the pre-
          1997 Pool PTF Rate for Year Six, 123% of the pre-1997
            Pool PTF Rate for Year Seven, 118% of the pre-1997
            Pool PTF Rate for Year Eight, 112% of the pre-1997
            Pool PTF Rate for Year Nine, 105% of the pre-1997
            Pool PTF Rate for Year Ten, and shall be equal to the
            pre-1997 Pool PTF Rate for Year Eleven and
            thereafter.
    <PAGE>
  
                           SECTION V
                     USAGE OF DEFINED TERMS
                     ----------------------
  
    The usage in this Thirty-Third Agreement of terms which
  are defined in the Prior NEPOOL Agreement shall be deemed to be
  in accordance with the definitions thereof in the Prior NEPOOL
  Agreement.
  
                           SECTION VI
                                 COUNTERPARTS
                         -------------
  
    This Thirty-Third Agreement may be executed in any number
  of counterparts and each executed counterpart shall have the
  same force and effect as an original instrument and as if all
  the parties to all the counterparts had signed the same
  instrument.  Any signature page of this Thirty-Third Agreement
  may be detached from any counterpart of this Thirty-Third
  Agreement without impairing the legal effect of any signatures
  thereof, and may be attached to another counterpart of this
  Thirty-Third Agreement identical in form thereto but having
  attached to it one or more signature pages.
    <PAGE>
    IN WITNESS WHEREOF, each of the signatories has caused a
  counterpart signature page to be executed by its duly
  authorized representative, as of the 1st day of December, 1996.
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
    The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                              Boston Edison Company
                              (Participant)
  
  
                              By:                               
                                  Name:
                                  Title:
                                  Address: 800 Boylston Street
                                        Boston, MA 02199-8001
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                              Boston Edison Company
                              (Participant)
  
  
                              By:                               
                                  Name: 
                                  Title:
                                  Address: 800 Boylston Street
                                         Boston, MA 02199-8001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Boylston Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: Paul X. Tivnan Road
                                 Boylston, MA 01505-0753
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Boylston Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   Paul X. Tivnan Road
                                        Boylston, MA 01505-0753
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Central Maine Power Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 83 Edison Drive
                                 Augusta, ME 04336-0001
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Central Maine Power Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:    83 Edison Drive
                                         Augusta, ME 04336-0001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Central Vermont Public Service
                         Corporation
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 77 Grove Street
                                 Rutland, VT 05701-3400
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Central Vermont Public Service
                         Corporation
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   77 Grove Street
                                        Rutland, VT 05701-3400
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Chicopee Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 725 Front Street
                                 Chicopee, MA 01021-0405
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Chicopee Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   725 Front Street
                                        Chicopee, MA 01021-0405
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Connecticut Municipal Electric Energy
                       Cooperative
                       (Participant)
  
  
                       By:                                      
                             Name:
                             Title:
                             Address:   30 Stott Avenue
                                        Norwich, CT 06360-1535
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Connecticut Municipal Electric Energy
                       Cooperative
                       (Participant)
  
  
                       By:                                      
                           Name:
                           Title:
                           Address:     30 Stott Avenue
                                        Norwich, CT 06360-1535
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Fitchburg Gas and Electric Light
                         Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 6 Liberty Lane West
                                        Hampton, NH 03842-1720
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Fitchburg Gas and Electric Light
                         Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   6 Liberty Lane West
                                        Hampton, NH 03842-1720
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Hingham Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 19 Elm Street
                                        Hingham, MA 02043-2518
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Hingham Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   19 Elm Street
                                        Hingham, MA 02043-2518
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         New Hampshire Electric Cooperative,
                         Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: RFD 4, Box 2100
                                        Tenney Mountain Highway
                                        Plymouth, NH 03264-9420
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         New Hampshire Electric Cooperative,
                           Inc.
                         (Participant)
  
                         By:                                    
                             Name:
                             Title:
                             Address:   RFD 4, Box 2100
                                        Tenney Mountain Highway
                                        Plymouth, NH 03264-9420
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Paxton Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 578 Pleasant Street
                                 Paxton, MA 01612-1365
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Paxton Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   578 Pleasant Street
                                 Paxton, MA 01612-1365
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         The Narragansett Electric Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 25 Research Drive
                                 Westborough, MA 01582-0001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         The Narragansett Electric Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   25 Research Drive
                                 Westborough, MA 01582-0001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         The United Illuminating Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 157 Church Street
                                 New Haven, CT 06506-0901
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         The United Illuminating Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   157 Church Street
                                 New Haven, CT 06506-0901
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Bangor Hydro-Electric Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 33 State Street
                                 Bangor, ME 04402-0932
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Bangor Hydro-Electric Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   33 State Street
                                 Bangor, ME 04402-0932
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       EASTERN UTILITIES ASSOCIATES COMPANIES
                         Blackstone Valley Electric Company
                         Eastern Edison Company
                         Montaup Electric Company
                         Newport Electric Company               
                           (Participants)
  
                       By:                                      
                             Name:
                             Title:
                             Address:   750 West Center Street
                              West Bridgewater, MA 02379-0543
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       EASTERN UTILITIES ASSOCIATES COMPANIES
                         Blackstone Valley Electric Company
                         Eastern Edison Company
                         Montaup Electric Company
                         Newport Electric Company               
                           (Participants)
  
                       By:                                      
                           Name:
                           Title:
                           Address:     750 West Center Street
                              West Bridgewater, MA 02379-0543
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
               NEW ENGLAND ELECTRIC SYSTEM OPERATING COMPANIES
                 Granite State Electric Company
                 Massachusetts Electric Company
                 New England Power Company
                 (Participants)
  
               By:                                              
                     Name:
                     Title:
                     Address: 25 Research Drive
                       Westborough, MA 01582-0001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
               NEW ENGLAND ELECTRIC SYSTEM OPERATING COMPANIES
                 Granite State Electric Company
                 Massachusetts Electric Company
                 New England Power Company
                 (Participants)
  
  
               By:                                              
                      Name:
                      Title:
                      Address:   25 Research Drive
                       Westborough, MA 01582-0001
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       NORTHEAST UTILITIES SYSTEM COMPANIES
                        The Connecticut Light and Power Company
                        Holyoke Power and Electric Company
                        Holyoke Water Power Company
                        Public Service Company of New Hampshire
                        Western Massachusetts Electric Company  
                         (Participants)
  
                       By:                                      
                             Name:
                             Title:
                             Address:   107 Selden Street
                              Berlin, CT 06037-1616
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       NORTHEAST UTILITIES SYSTEM COMPANIES
                        The Connecticut Light and Power Company
                        Holyoke Power and Electric Company
                        Holyoke Water Power Company
                        Public Service Company of New Hampshire
                        Western Massachusetts Electric Company  
                         (Participants)
  
                       By:                                      
                           Name:
                           Title:
                           Address:  107 Selden Street
                                     Berlin, CT 06037-1616
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
               VERMONT UTILITIES
                 Barton Village, Inc.
                 City of Burlington Electric Department
                 Central Vermont Public Service Company
                 Citizens Utilities Company
                 Green Mountain Power Corporation
                 Rochester Electric Light & Power Company
                 Town of Readsboro Electric Light Department
                 Vermont Electric Cooperative, Inc.
                 Vermont Electric Generation & Transmission
                    Cooperative, Inc.
                 Vermont Electric Power Company, Inc.
                 Vermont Marble Company
                 Vermont Public Power Supply Authority
                 Village of Enosburg Falls Water & Light
                    Department
                 Village of Hardwick Electric Department
                 Village of Hyde Park, Inc.
                 Village of Jacksonville
                 Village of Johnson Electric Light Department
                 Village of Ludlow Electric Light Department
                 Village of Lyndonville Electric Department
                 Village of Morrisville Water & Light
                    Department
                 Village of Northfield Electric Department
                 Village of Orleans Electric Department
                 Village of Stowe Water & Light Department
                 Village of Swanton
                 Washington Electric Cooperative, Inc.
                 (Participants)
  
               By:  Vermont Electric Power Company, Inc.
  
  
               By:                                              
                       Name:  
                       Title:        
                       Address:   Pinnacle Ridge Avenue
                                 Rutland, VT 05701
    <PAGE>
   SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
               VERMONT UTILITIES
                 Barton Village, Inc.
                 City of Burlington Electric Department
                 Central Vermont Public Service Company
                 Citizens Utilities Company
                 Green Mountain Power Corporation
                 Rochester Electric Light & Power Company
                 Town of Readsboro Electric Light Department
                 Vermont Electric Cooperative, Inc.
                 Village of Hyde Park, Inc.
                 Village of Jacksonville
                 Village of Johnson Electric Light Department
                 Village of Ludlow Electric Light Department
                 Village of Lyndonville Electric Department
                 Village of Morrisville Water & Light
                     Department
                 Village of Northfield Electric Department
                 Village of Orleans Electric Department
                 Village of Stowe Water & Light Department
                 Village of Swanton
                 Washington Electric Cooperative, Inc.
                 (Participants)
  
               By:  Vermont Electric Power Company, Inc.
  
               By:                                              
                       Name:  
                       Title:        
                             Address:   Pinnacle Ridge Avenue
                             Rutland, VT 05701
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
   The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                  UNITIL CORPORATION PARTICIPANT COMPANIES
                    Concord Electric Company
                    Exeter & Hampton Electric Company
                    UNITIL Power Corp.
                    (Participants)
  
                  By:                                         
                      Name:      
                      Title:          
                      Address:   6 Liberty Lane West
                            Hampton, NH 03833-4547
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
   The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                  UNITIL CORPORATION PARTICIPANT COMPANIES
                    Concord Electric Company
                    Exeter & Hampton Electric Company
                    UNITIL Power Corp.
                    (Participants)
  
                  By:                                         
                      Name:      
                      Title:          
                      Address:   6 Liberty Lane West
                            Hampton, NH 03833-4547
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
   The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                  COMMONWEALTH ENERGY SYSTEM COMPANIES
                    Cambridge Electric Light Company
                    Canal Electric Company
                    Commonwealth Electric Company
                    (Participants)
  
                  By:                                         
                     Name:  
                     Title:      
                     Address:    2421 Cranberry Highway
                            Wareham, MA 02571-1002
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
   The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                  COMMONWEALTH ENERGY SYSTEM COMPANIES
                    Cambridge Electric Light Company
                    Canal Electric Company
                    Commonwealth Electric Company 
                    (Participants)
  
                  By:                                         
                     Name:  
                     Title:           
                     Address:    2421 Cranberry Highway
                            Wareham, MA 92571-1002
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
   The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Granite State Electric Company
                       (Participant)
  
  
                       By:                               
                             Name:
                             Title:
                             Address: 25 Research Drive
                                 Westborough, MA 01582-0001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
   The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Granite State Electric Company
                       (Participant)
  
  
                       By:                               
                           Name:
                           Title:
                           Address: 25 Research Drive
                                    Westborough, MA 01582-0001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Massachusetts Electric Company
                         (Participant)
  
  
                         By:                               
                               Name:
                               Title:
                               Address: 25 Research Drive
                                   Westborough, MA 01582-0001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Massachusetts Electric Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   25 Research Drive
                                   Westborough, MA 01582-0001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Massachusetts Municipal Wholesale
                       Electric Company
                       (Participant)
  
  
                       By:                                     
                              Name:
                              Title:
                              Address:  Moody Street
                              Ludlow, MA 01056-0426
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Massachusetts Municipal Wholesale
                       Electric Company
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     Moody Street
                                        Ludlow, MA 01056-0426
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Vermont Electric Power Company, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: Pinnacle Ridge Avenue
                                   Rutland, VT 05701
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Vermont Electric Power Company, Inc.
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  Pinnacle Ridge Avenue
                                        Rutland, VT 05701
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         New England Power Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 25 Research Drive
                                   Westborough, MA 01582-0001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         New England Power Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 25 Research Drive
                                    Westborough, MA 01582-0001
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         AGF, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 816 Elm Street 
                                   Manchester, NH 03101
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         AGF, Inc.
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  816 Elm Street 
                                        Manchester, NH 03101
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         AIG Trading Corporation
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: One Greenwich Plaza 
                                   Greenwich, CT 06830
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         AIG Trading Corporation
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  One Greenwich Plaza 
                                        Greenwich, CT 06830
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Alternate Power Source, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 200 Clarendon Street 
                                   Boston, MA 02116 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Alternate Power Source, Inc.
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  200 Clarendon Street 
                                        Boston, MA 02116 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         ANP Energy Direct Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 108 National Street 
                                   Milford, MA 01757
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         ANP Energy Direct Company
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  108 National Street 
                                        Milford, MA 01757 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Aquila Power Corporation
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 10700 East 350 Highway 
                                   Kansas City, MO 64138 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Aquila Power Corporation
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  10700 East 350 Highway 
                                        Kansas City, MO 64138
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Ashburnham Municipal Light Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 86 Central Street 
                                   Ashburnham, MA 01430-0823
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Ashburnham Municipal Light Plant
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:86 Central Street 
                                      Ashburnham, MA 01430-0823
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Belmont Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 450 Concord Avenue 
                                   Belmont, MA 02178-0907
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Belmont Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                              Name:
                              Title:
                              Address:  450 Concord Avenue
                                        Belmont, MA 02178-0907 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Berkshire Power Development, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 50 Rowes Wharf, Suite
  400 
                                   Boston, MA 02110 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Berkshire Power Development, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:50 Rowes Wharf, Suite 400
                                     Boston, MA 02110 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Cincinnati Gas & Electric Company
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 139 East Fourth Street
                                   Cincinnati, OH 45201
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Cincinnati Gas & Electric Company
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   139 East Fourth Street
                                        Cincinnati, OH 45201
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Citizens Lehman Power Sales
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 530 Atlantic Avenue 
                                   Boston, MA 02110
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Citizens Lehman Power Sales
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   530 Atlantic Avenue
                                        Boston, MA 02110
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         CNG Power Services Corporation
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: One Park Ridge Center 
                                   Pittsburgh, PA 15244-0746
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         CNG Power Services Corporation
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   One Park Ridge Center 
                                   Pittsburgh, PA 15244-0746
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Concord Municipal Light Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 135 Keyes Road
                                   Concord, MA 01742-1601
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Concord Municipal Light Plant
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   135 Keyes Road
                                        Concord, MA 01742-1601
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Danvers Electric Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 2 Burroughs Street
                                   Danvers, MA 01923-2702
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Danvers Electric Department
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   2 Burroughs Street 
                                        Danvers, MA 01923-2702
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                Duke/Louis Dreyfus Energy Services (New
                England) L.L.C.
                (Participant)
  
  
                By:                                            
                      Name:
                      Title:
                      Address:     10 Westport Road
                                   Wilton, CT 06897
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                Duke/Louis Dreyfus Energy Services (New
                  England) L.L.C.
                (Participant)
  
  
                By:                                            
                      Name:
                      Title:
                      Address:     10 Westport Road
                                   Wilton, CT 06897
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Eastern Power Distribution, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 2900 Eisenhower Avenue
                                   Suite 300
                                   Alexandria, VA 22314
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Eastern Power Distribution, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   2900 Eisenhower Avenue
                                        Suite 300
                                        Alexandria, VA 22314
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Electric Clearinghouse, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 13430 Northwest Freeway
                                   Suite 1200
                                   Houston, TX 77040-6095
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Electric Clearinghouse, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   13430 Northwest Freeway
                                        Suite 1200
                                        Houston, TX 77040-6095
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Energy Choice, L.L.C.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 6000 Ocean Boulevard
                                   Ocean Ridge, FL 33435
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Energy Choice, L.L.C.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   6000 Ocean Boulevard
                                        Ocean Ridge, FL 33435
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Enron Capital & Trade Resources
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 1400 Smith Street
                                   Houston, TX 77002-7361
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Enron Capital & Trade Resources
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   1400 Smith Street 
                                        Houston, TX 77002-7361
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Federal Energy Sales, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 3222 North Ridge Road
                                   Elyria, OH 44035
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Federal Energy Sales, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   3222 North Ridge Road
                                        Elyria, OH 44035
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Georgetown Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: Moulton & West Main
  Streets
                                   Georgetown, MA 01833
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Georgetown Municipal Light Department
                       (Participant)
  
  
                       By:                                    
                          Name:
                          Title:
                          Address: Moulton & West Main Streets
                                   Georgetown, MA 01833
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Global Petroleum Corporation
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   800 South Street
                              Waltham, MA 02154
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Global Petroleum Corporation
                       (Participant)
  
  
                       By:                                     
                              Name:
                              Title:
                              Address:  800 South Street
                                        Waltham, MA 02154
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Great Bay Power Corporation
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:  20 Ladd Street, Suite 202
                                   Portsmouth, NH 03801-4080
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Great Bay Power Corporation
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:  20 Ladd Street, Suite 202
                                     Portsmouth, NH 03801-4080
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Groton Electric Light Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   23 Station Avenue
                              Groton, MA 01450
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Groton Electric Light Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     23 Station Avenue
                                        Groton, MA 01450
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Holden Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   Reservoir Street
                              Holden, MA 01520
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Holden Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     Reservoir Street
                                        Holden, MA 01520
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Holyoke Gas and Electric Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   70 Suffolk Street
                              Holyoke, MA 01040
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Holyoke Gas and Electric Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     70 Suffolk Street
                                        Holyoke, MA 01040
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Houlton Water Company
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   21 Bangor Street
                              Houlton, ME 04730
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Houlton Water Company
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     21 Bangor Street 
                                        Houlton, ME 04730
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Hudson Light and Power Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   49 Forest Avenue 
                              Hudson, MA 01749
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Hudson Light and Power Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     49 Forest Avenue
                                        Hudson, MA 01749
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Hull Municipal Lighting Plant
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   15 Edgewater Road
                              Hull, MA 02045-2714
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Hull Municipal Lighting Plant
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     15 Edgewater Road
                                        Hull, MA 02045-2714
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Indeck-Pepperell Power Associates, Inc.
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   212 Carnegie Center,
                                        Suite 206
                                        Princeton, NJ 08540
  
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Indeck-Pepperell Power Associates, Inc.
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     212 Carnegie Center,
                                        Suite 206
                                        Princeton, NJ 08540
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Ipswich Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   272 High Street
                                        Ipswich, MA 01938-0151
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Ipswich Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     272 High Street
                                        Ipswich, MA 01938-0151
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       KCS Power Marketing, Inc.
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   379 Thornall Street
                                        Edison, NJ 08837
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       KCS Power Marketing, Inc.
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     379 Thornall Street
                                        Edison, NJ 08837
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       KOCH Power Services, Inc.
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   600 Travis Street
                                        Houston, TX 77002
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       KOCH Power Services, Inc.
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     600 Travis Street
                                        Houston, TX 77002
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       LG&E Power Marketing Inc.
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:  12500 Fair Lakes Circle,
                                     Ste #350
                                     Fairfax, Virginia 22033
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       LG&E Power Marketing Inc.
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:  12500 Fair Lakes Circle,
                                     Ste #350
                                     Fairfax, Virginia 22033
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Littleton Electric Light & Water
                        Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   39 Ayer Road 
                              Litteton, MA 01460-3406
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Littleton Electric Light & Water
                         Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:   39 Ayer Road
                                      Littleton, MA 01460-3406
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Mansfield Municipal Electric Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 50 West Street
                                   Mansfield, MA 02048-2404
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Mansfield Municipal Electric Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address:   50 West Street 
                                      Mansfield, MA 02048-2404
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Marblehead Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   80 Commercial Street 
                                   Marblehead, MA 01945-0369
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Marblehead Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:   80 Commercial Street
                                      Marblehead, MA 01945-0369
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                       Merrimac Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                             Name:
                             Title:
                             Address:   2 School Street
                                        Merrimac, MA 01860-1915 
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                       Merrimac Municipal Light Department
                       (Participant)
  
  
                       By:                                     
                           Name:
                           Title:
                           Address:     2 School Street
                                        Merrimac, MA 01860-1915
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Middleborough Gas and Electric Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 32 South Main Street
                                   Middleborough, MA 02346
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Middleborough Gas and Electric Department
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    32 South Main Street
                                   Middleborough, MA 02346
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Middleton Municipal Electric Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 197 North Main Street
                                   Middleton, MA 01949-0168
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Middleton Municipal Electric Department
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    197 North Main Street 
                                   Middleton, MA 01949-0168
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Milford Power Limited Partnership
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address:c/o ENRON Capitol & Trade
                                  1400 Smith Street, Suite 2834
                                  Houston, TX 77002
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Milford Power Limited Partnership
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:  c/o ENRON Capitol & Trade
                                  1400 Smith Street, Suite 2834
                                  Houston, TX 77002
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Morgan Stanley & Co., Inc.
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 1585 Broadway
                                   New York, NY 10036 
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Morgan Stanley & Co., Inc.
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    1585 Broadway
                                   New York, NY 10036
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Multi-Energies USA, Inc.
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: c/o KPMG
                                   2000 McGill College Avenue
                                   Suite 1000
                                   Montreal, Quebec H3A3N4 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Multi-Energies USA, Inc.
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    c/o KPMG
                                   2000 McGill College Avenue
                                   Suite 1000
                                   Montreal, Quebec H3A3N4
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                Natural Resources Group
                (Participant)
  
  
                By:                                            
                      Name:
                      Title:
                      Address:     111 Broadway
                                   New York, NY 10006
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                Natural Resources Group
                (Participant)
  
  
                By:                                            
                         Name:
                         Title:
                         Address:  111 Broadway 
                                   New York, NY 10006
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    North American Energy Conservation, Inc.
                    (Participant)
  
  
                    By:                                         
                        Name:
                        Title:
                        Address:  100 Clinton Square, Suite 400
                                  126 North Salina Street
                                  Syracuse, NY 13202-1012
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    North American Energy Conservation, Inc.
                    (Participant)
  
  
                    By:                                         
                        Name:
                        Title:
                        Address:  100 Clinton Square, Suite 400
                                  126 North Salina Street
                                  Syracuse, NY 13202-1012
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                North Attleborough Electric Department
                (Participant)
  
                By:                                            
                      Name:
                      Title:
                      Address:     275 Landry Avenue
                              North Attleborough, MA 02761-0790
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                North Attleborough Electric Department
                (Participant)
  
                By:                                            
                      Name:
                      Title:
                      Address:     275 Landry Avenue
                              North Attleborough, MA 02761-0790
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Norwood Municipal Light Department
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 206 Central Street
                                   Norwood, MA 02062-3567
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Norwood Municipal Light Department
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 206 Central Street 
                                   Norwood, MA 02062-3567
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    PacifiCorp Power Marketing, Inc.
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 70 West Red Oak Lane
                                   White Plains, NY 10604-3602
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    PacifiCorp Power Marketing, Inc.
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 70 West Red Oak Lane
                                   White Plains, NY 10604-3602
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    PanEnergy Power Services, Inc.
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 5400 Westheimer Court
                                   Houston, TX 77056
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    PanEnergy Power Services, Inc.
                    (Participant)
  
                    By:                                         
                          Name:
                          Title:
                          Address: 5400 Westheimer Court
                                   Houston, TX 77056
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Pascoag Fire District - Electric Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 55 South Main Street 
                                   Pascoag, RI 02859-0107
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Pascoag Fire District - Electric Department
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    55 South Main Street
                                   Pascoag, RI 02859-0107
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Peabody Municipal Light Plant
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 70 Endicott Street 
                                   Peabody, MA 01960-4208
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Peabody Municipal Light Plant
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    70 Endicott Street 
                                   Peabody, MA 01960-4208
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Phibro Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   500 Nyala Farms
                                        Westport, CT 06880-6262
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Philbro, Inc.
                         (Participant)
  
  
                         By:                                    
                        Name:
                        Title:
                             Address:   500 Nyala Farms
                                        Westport, CT 06880-6262 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                              Plum Street Enterprises, Inc.
                              (Participant)
  
  
                              By:                               
                                    Name:
                                    Title:
                                    Address: P.O. Box 5001
                                        Syracuse, NY 13250-5001
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                              Plum Street Enterprises, Inc.
                              (Participant)
  
  
                              By:                               
                                 Name:
                                 Title:
                                 Address:    P.O. Box 5001 
                                        Syracuse, NY 13250-5001
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Princeton Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 4 Town Hall Drive
                                   Princeton, MA 01541-0247
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Princeton Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:  4 Town Hall Drive
                                      Princeton, MA 01541-0247
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         PSI Energy, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 139 East Fourth Street 
                                        Cincinnati, OH 45021 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         PSI Energy, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   139 East Fourth Street 
                                        Cincinnati, OH 45021 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         QST Energy Trading, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 300 Hamilton Boulevard
                                        Suite 330
                                        Peoria, IL 61602 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         QST Energy Trading, Inc.
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   300 Hamilton Boulevard
                                        Suite 330 
                                        Peoria, IL 61602
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Reading Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 230 Ash Street
                                        Reading, MA 01867-0250
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Reading Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   230 Ash Street 
                                        Reading, MA 01867-0250
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Rowley Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 47 Summer Street 
                                        Rowley, MA 01969 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Rowley Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                             Name:
                             Title:
                             Address:   47 Summer Street
                                        Rowley, MA 01969 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Shrewsbury Electric Light Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 100 Maple Avenue 
                                      Shrewsbury, MA 01545-5398 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Shrewsbury Electric Light Plant
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    100 Maple Avenue
                                      Shrewsbury, MA 01545-5398 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         South Hadley Electric Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 85 Main Street 
                                   South Hadley, MA 01075-2706 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         South Hadley Electric Light Department
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    85 Main Street 
                                   South Hadley, MA 01075-2706
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Southern Energy Marketing, Inc.
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 900 Ashwood Parkway
                                        Suite 310
                                        Atlanta, GA 30338
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Southern Energy Marketing, Inc.
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    900 Ashwood Parkway
                                        Suite 310
                                        Atlanta, GA 30338
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                  Sterling Municipal Electric Light Department
                  (Participant)
  
  
                  By:                                          
                        Name:
                        Title:
                        Address:   50 Main Street 
                                   Sterling, MA 01564-2129
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                  Sterling Municipal Electric Light Department
                  (Participant)
  
  
                  By:                                          
                      Name:
                      Title:
                      Address:     50 Main Street 
                                   Sterling, MA 01564-2129 
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                  Strategic Energy, Ltd.
                  (Participant)
  
  
                  By:                                          
                        Name:
                        Title:
                        Address:   Two Gateway Center 
                                   Pittsburgh, PA 15222
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                  Strategic Energy, Ltd.
                  (Participant)
  
  
                  By:                                          
                      Name:
                      Title:
                      Address:     Two Gateway Center 
                                   Pittsburgh, PA 15222
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Taunton Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 55 Weir Street
                                        Taunton, MA 02780-0870
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Taunton Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    55 Weir Street
                                        Taunton, MA 02780-0870
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Templeton Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: School Street
                                        Baldwinville, MA 01436
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Templeton Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    School Street 
                                        Baldwinville, MA 01436
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Town of Braintree Electric Light Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 44 Allen Street 
                                   Braintree, MA 02184-3598
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Town of Braintree Electric Light Department
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    44 Allen Street 
                                   Braintree, MA 02184-3598
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    TransCanada Power Corp.
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 1400, 421-7th Avenue S.W.
                                   Calgary, Ab T2P 4K9 
                                   CANADA
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    TransCanada Power Corp.
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    1400, 421-7th Avenue S.W. 
                                   Calgary, Ab T2P 4K9
                                   CANADA
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         PEPCO Energy Company
                         (Participant)
  
  
                         By:                               
                             Name:
                             Title:
                             Address:2004 Renaissance Boulevard
                                     King of Prussia, PA 19406
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         PEPCO Energy Company
                         (Participant)
  
  
                         By:                                    
                           Name:
                           Title:
                           Address: 2004 Renaissance Boulevard
                                    King of Prussia, PA 19406
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         USGen Power Services, L.P.
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:  7500 Old Georgetown Road 
                                      Bethesda, MD 20814 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         USGen Power Services, L.P.
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:  7500 Old Georgetown Road 
                                      Bethesda, MD 20814
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                Vermont Electric Generation & Transmission
                Cooperative, Inc.
                (Participant)
  
  
                By:                                            
                      Name:
                      Title:
                      Address:     School Street
                                   Johnson, VT 05656
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                Vermont Electric Generation & Transmission
                Cooperative, Inc.
                (Participant)
  
  
                By:                                            
                      Name:
                      Title:
                      Address:     School Street 
                                   Johnson, VT 05656
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1, 1995.
  
                         Vitol Gas & Electric LLC
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 470 Atlantic Avenue
                                        Boston, MA 02100-2208
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Vitol Gas & Electric LLC
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    470 Atlantic Avenue
                                        Boston, MA 02110-2208
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         Wakefield Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 9 Albion Street 
                                   Wakefield, MA 01880-0390 
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         Wakefield Municipal Light Department
                         (Participant)
  
  
                         By:                                    
                           Name:
                           Title:
                           Address:    9 Albion Street 
                                       Wakefield, MA 01880-0390
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                         West Boylston Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                               Name:
                               Title:
                               Address: 4 Crescent Street
                                   West Boylston, MA 01583-1310
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                         West Boylston Municipal Lighting Plant
                         (Participant)
  
  
                         By:                                    
                            Name:
                            Title:
                            Address:    4 Crescent Street 
                                   West Boylston, MA 01583-1310
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Westfield Gas & Electric Light Department
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 100 Elm Street
                                   Westfield, MA 01085-2907
  
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Westfield Gas & Electric Light Department
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    100 Elm Street
                                   Westfield, MA 01085-2907
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Wheeled Electric Power Company
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 50 Charles Lindbergh Blvd.
                                   Suite 400
                                   Uniondale, NY 11553
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Wheeled Electric Power Company
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    50 Charles Lindbergh Blvd.
                                   Suite 400
                                   Uniondale, NY 11553
  
  
    <PAGE>
                   COUNTERPART SIGNATURE PAGE
               TO THIRTY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
  
                  DATED AS OF DECEMBER 1, 1996
  
  
     The NEPOOL Agreement, being dated as of September 1, 1971,
  and being previously amended by thirty (30) amendments the most
  recent of which was dated as of September 1,  1995.
  
                    Working Assets Funding Service, Inc.
                    (Participant)
  
  
                    By:                                         
                          Name:
                          Title:
                          Address: 701 Montgomery Street, #400
                                   San Francisco, CA 94111
  
    SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B
                                 
     The undersigned agrees that either Alternate A or
  Alternate B as described in Section IV of the foregoing
  Agreement will be acceptable to it if chosen and accepted by
  the Commission without significant modifications.  Accordingly,
  the undersigned further agrees that in the event either
  Alternate A or Alternate B, as described in Section IV of the
  foregoing Agreement, is chosen and accepted without significant
  modifications by the Commission, the Tariff shall be deemed to
  be automatically amended, effective 30 days after the issuance
  of the Commission's order, to incorporate the accepted
  Alternate.
  
                    Working Assets Funding Service, Inc.
                    (Participant)
  
  
                    By:                                         
                       Name:
                       Title:
                       Address:    701 Montgomery Street, #400
                                   San Francisco, CA 94111