<PAGE>
  
  
  
                                                Exhibit 10(n)
  
  
  
  
  
  
  
  
  
  
  
  
  
             NEW ENGLAND ELECTRIC SYSTEM COMPANIES
  
  
                   RETIREMENT SUPPLEMENT PLAN
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      Executed November 1, 1979
                                       Amended October 12, 1982
                                              November 23, 1982
                                                  June 21, 1984
                                                   May 27, 1986
                                                  April 1, 1991
                                              September 1, 1993
                                              January 1, 1995
                                             December 1, 1995
                                                 June 1, 1996
                                                                 <PAGE>
  
                       TABLE OF CONTENTS
                       -----------------
  
                                                          Page
                                                          ----
  
  
  Definitions. . . . . . . . . . . . . . . . . . . . . . . . .1
   1.      Actuarial Value . . . . . . . . . . . . . . . . . .1
   2.      Adjusted Benefit. . . . . . . . . . . . . . . . . .1
   3.      Adjustment. . . . . . . . . . . . . . . . . . . . .2
   4.      Adjustment Factor . . . . . . . . . . . . . . . . .2
   5.      Basic Benefit . . . . . . . . . . . . . . . . . . .2
   6.      Beneficial Owner. . . . . . . . . . . . . . . . . .2
   7.      Board . . . . . . . . . . . . . . . . . . . . . . .3
   8.      Change in Control . . . . . . . . . . . . . . . . .3
   9.      Committee . . . . . . . . . . . . . . . . . . . . .4
   10.     Company . . . . . . . . . . . . . . . . . . . . . .4
   11.     Initial Adjusted Benefit. . . . . . . . . . . . . .4
   12.     A Major Transaction . . . . . . . . . . . . . . . .5
   13.     New England Electric System . . . . . . . . . . . .6
   14.     Participant . . . . . . . . . . . . . . . . . . . .7
   15.     Person. . . . . . . . . . . . . . . . . . . . . . .7
   16.     Plan. . . . . . . . . . . . . . . . . . . . . . . .8
   17.     Qualified Plan. . . . . . . . . . . . . . . . . . .8
   18.     Qualified Plan Benefit. . . . . . . . . . . . . . .8
   19.     Retirement. . . . . . . . . . . . . . . . . . . . .8
   20.     Retirement Income . . . . . . . . . . . . . . . . .8
   21.     Spouse. . . . . . . . . . . . . . . . . . . . . . .8
   22.     Supplemental Plan . . . . . . . . . . . . . . . . .9
   23.     Supplemental Plan Benefit . . . . . . . . . . . . .9
   24.     Year of Service . . . . . . . . . . . . . . . . . .9
  
  Plan Benefits. . . . . . . . . . . . . . . . . . . . . . . .9
   1.      Retirement Benefit. . . . . . . . . . . . . . . . .9
   2.      Form of Payment . . . . . . . . . . . . . . . . . 10
   3.      Spouse's Death Benefit. . . . . . . . . . . . . . 10
  
  Timing of Payments . . . . . . . . . . . . . . . . . . . . 10
  
  Lump Sum Payments. . . . . . . . . . . . . . . . . . . . . 11
  
  Administration and Claims. . . . . . . . . . . . . . . . . 12
  
  Government Regulations . . . . . . . . . . . . . . . . . . 12
  
  Nonassignment. . . . . . . . . . . . . . . . . . . . . . . 13
    <PAGE>
  Provisions of Benefits . . . . . . . . . . . . . . . . . . 13
  
  Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . 13
  
  Amendment or Discontinuance. . . . . . . . . . . . . . . . 14
  
  Effective Date . . . . . . . . . . . . . . . . . . . . . . 14
  
  Signature. . . . . . . . . . . . . . . . . . . . . . . . . 14
    <PAGE>
             NEW ENGLAND ELECTRIC SYSTEM COMPANIES
           -------------------------------------
  
                   Retirement Supplement Plan
                  -------------------------
  
  Definitions
  -----------
   When used in the Plan, the following words will have the
     meaning given below:
  
   1.     Actuarial Value will be established using the most
            recent assumptions established by the Benefits
            Committee for the Qualified Plan.
  
   2.     Adjusted Benefit means the product of (a) and (b)
            below:
          (a)     the Adjusted Benefit or the Initial
                    Adjusted Benefit, as is applicable, for the
                    prior year and
          (b)     the Adjustment Factor.
          The Adjusted Benefit will be determined as soon as
            necessary data is available after the beginning of
            each year.
          Each year, at the time of the first payment of the
          Adjusted Benefit, an appropriate retroactive
            payment will be made to adjust amounts due between
            January of the current year and the time of the
            adjustment.
    <PAGE>
   3.     Adjustment means, for the then current year, (a)
            less (b) below:
          (a)     Moody's AAA Corporate Bond rate for the
                    prior year
          (b)     200 basis points.
          In no event, however, may the Adjustment exceed
            the percentage increase, if any, in the Consumer
            Price Index for the prior year, and in no event
            may the Adjustment be less than zero.
  
   4.     Adjustment Factor means (a) plus (b) below:
          (a)     1.000, and
          (b)     the Adjustment expressed in decimal form.
  
   5.     Basic Benefit means, for retirements on or after
            April 1, 1991, an annual retirement benefit equal
            to that calculated under the Supplemental Plan
            without regard to any domestic relations order
            that would otherwise affect the amount of said
            benefit.
  
   6.     Beneficial Owner shall have the meaning defined in
            Rule 13d-3 under the Securities Exchange Act of
            1934.
    <PAGE>
   7.     Board means the Board of Directors of New England
            Electric System.
  
   8.     Change in Control occurs when the conditions set
            forth in either of the following paragraphs shall
            have been satisfied:
          (a)     any Person is or becomes the Beneficial
                    Owner, directly or indirectly, of
                    securities of New England Electric System
                    (not including in the securities
                    beneficially owned by such Person any
                    securities acquired directly from New
                    England Electric System or its affiliates)
                    representing 20% or more of the combined
                    voting power of New England Electric
                    System's then outstanding securities; or
          (b)     during any period of not more than two
                    consecutive years after January 1, 1995,
                    individuals who at the beginning of such
                    period constitute the Board and any new
                    director (other than a director designated
                    by a Person who has entered into an
                    agreement with New England Electric System
                    to effect a transaction described in clause
                    (a) of this paragraph) whose election by
                    the Board or nomination for election by New
    <PAGE>
                  England Electric System's shareholders was
                    approved or recommended by a vote of at
                    least two-thirds of the directors then
                    still in office who either were directors
                    at the beginning of the period or whose
                    election or nomination for election was
                    previously so approved or recommended,
                    cease for any reason to constitute a
                    majority of the Board.
  
   9.     Committee means the Compensation Committee of the
            Board of Directors of the New England Electric
            System.
  
   10.    Company means the subsidiary of New England
            Electric System by which the Participant was
            employed on the day immediately preceding the date
            he has a termination of employment.
  
   11.    Initial Adjusted Benefit means the product of (a)
            and (b) below:
          (a)     The Basic Benefit;
          (b)     the Adjustment Factor.
  
   12.    A Major Transaction shall be deemed to have
            occurred if the conditions set forth in any one of
    <PAGE>
          the following paragraphs shall have been
            satisfied:
          (a)     the shareholders of New England Electric
                    System approve a merger or consolidation
                    with any corporation or business trust,
                    other than (i) a merger or consolidation
                    which would result in the individuals who
                    prior to such merger or consolidation
                    constitute the Board constituting at least
                    two-thirds of the board of directors of New
                    England Electric System or the surviving or
                    succeeding entity immediately after such
                    merger or consolidation, or (ii) a merger
                    or consolidation effected to implement a
                    recapitalization (or similar trasaction) in
                    which no Person acquires more than 20% of
                    the combined voting power of New England
                    Electric System's then outstanding
                    securities;
          (b)     the shareholders of New England Electric
                    System approve a plan of complete
                    liquidation thereof; or
          (c)     the shareholder of New England Electric
                    System approve an agreement for the sale or
                    disposition of all or substantially all of
                    New England Electric System's assets, other
    <PAGE>
                  than a sale or disposition which would
                    result in the individuals who prior to such
                    sale or disposition constitute the Board
                    constituting at least two-thirds of the
                    board of directors of the Person purchasing
                    such assets immediately after such sale or
                    disposition.
  
   13.    New England Electric System means the trustee or
            trustees for the time being (as trustee or
            trustees but not personally) under an agreement
            and declaration of trust dated January 2, 1926, as
            amended, which is hereby referred to, and a copy
            of which as amended has been filed with the
            Secretary of The Commonwealth of Massachusetts. 
            Any agreement, obligation, or liability made,
            entered into or incurred by or on behalf of New
            England Electric System binds only its trust
            estate, and no shareholder, director, trustee,
            officer, or agent thereof assumes or shall be held
            to any liability therefor.
  
   14.    Participant means any of those officers of the New
            England Electric System who (a) participated in
            this Plan as of February 1, 1991, or (b) are
            designated as participants in this Plan by the
            Committee.
    <PAGE>
   15.    Person shall have the meaning given in Section
            3(a)(9) of the Exchange Act, as modified and used
            in Sections 13(d) and 14(d) thereof; however, a
            Person shall not include (i) New England Electric
            System or any subsidiary thereof, (ii) a trustee
            or other fiduciary holding securities under an
            employee benefit plan of New England Electric
            System or any subsidiary thereof, (iii) an
            underwriter temporarily holding securities
            pursuant to an offering of such securities, or
            (iv) a corporation owned, directly or indirectly,
            by the shareholders of New England Electric System
            in substantially the same proportions as their
            ownership of shares of New England Electric
            System.
  
   16.    Plan means the Retirement Supplement Plan.
  
   17.    Qualified Plan means the New England Electric
            System Companies' Final Average Pay Pension Plan
            I.
  
   18.    Qualified Plan Benefit means the annual benefit
            payable at Retirement on a straight life annuity
            basis under the terms of the Qualified Plan
            without regard to any qualified domestic relations
    <PAGE>
          order that would otherwise affect the amount of
            said benefit.
  
   19.    Retirement means the date on which retirement
            benefits under the Qualified Plan commence.
  
   20.    Retirement Income means the monthly benefit for
            which a Participant is eligible under this Plan.
  
   21.    Spouse shall have the meaning provided in the
            Qualified Plan.
  
   22.    Supplemental Plan means New England Electric
            System Companies' Executive Supplemental
            Retirement Plan.
  
   23.    Supplemental Plan Benefit means the annual benefit
            payable at Retirement on a straight life annuity
            basis under the terms of the Supplemental Plan
            without regard to any domestic relations order
            that would otherwise affect the amount of said
            benefit.
  
   24.    Year of Service shall have the meaning provided in
            the Qualified Plan.
  
    <PAGE>
Plan Benefits
  -------------
   1.     Retirement Benefit
          ------------------
          A Participant shall be entitled to receive under
            this Plan an annual retirement benefit equal to
            (a) less (b) below:
          (a)     the Adjusted Benefit for the given year;
          (b)     the sum of the Qualified Plan Benefit and
                    the Supplemental Plan Benefit.
  
   2.     Form of Payment
          ---------------
          Retirement Income shall be payable in the same
            form as that elected under the provisions of the
            Qualified Plan; provided, however, to the extent
            that the form of benefit was dictated by the terms
            of a qualified domestic relations order, the form
            may be that which would have applied (or any form
            that could have been elected) in the absence of
            said order.  The annual Retirement Income payment
            from this Plan shall be adjusted by the actuarial
            equivalent factor used to reduce retirement
    <PAGE>
          benefits under the Qualified Plan, other than
            reductions for retirement before age 65.
  
   3.     Spouse's Death Benefit
          ----------------------
          If a Participant has not had a termination of
            employment, a Spouse's death benefit shall be
            payable under this Plan on the same terms as
            provided in the Supplemental Plan.
  
  Timing of Payments
  ------------------
   A Participant shall be eligible for benefits under this
     Plan when and if he or she is eligible for benefits under
     the Qualified Plan.  Benefits shall commence on the first
     anniversary of the date on which the Participant first
     receives benefits under the Qualified Plan.
  
  Lump Sum Payments
  -----------------
   Any provision of this Plan to the contrary
     notwithstanding, if (i) any company shall fail to make any
     payment to any Participant when due under this Plan or
     (ii) any company or employer shall fail to make any
     payment to any participant due under either of the New
     England Electric Companies Deferred Compensation Plan or
     the Supplemental Plan, the full amount of the current
     Actuarial Value of the Participant's benefits under this
    <PAGE>
   Plan shall be payable immediately to each Participant as a
     lump-sum;  provided, however, if any employer or company
     shall, in good faith, contest a claim by a participant
     under this Plan or any of the other above-listed plans,
     the failure to make the contested payment or payments
     shall not, for the purpose of this paragraph, be a failure
     to make a payment.
  
   At any time following a Change in Control or a Major
     Transaction, any Participant who has had a Termination of
     Employment, whether before or after the Change in Control
     or Major Transaction, may elect to receive, in lieu of any
     future benefits hereunder, a lump sum payment equal to the
     Actuarial Value of the maximum value of said future
     benefits, less 10%.
  
   If the Company does not make the aforesaid lump sum
     payments, the New England Electric System will make the
     payment for the account of the Company.
  
  Administration and Claims
  -------------------------
   The Committee shall have for this Plan the same duties,
     including, but not limited to, the procedures for denied
     claims, as the Benefits Committee and the Benefits Appeal
     Committee have for the Qualified Plan.
    <PAGE>
  Government Regulations
  ----------------------
   It is intended that this Plan will comply with all
     applicable laws and governmental regulations, and the
     Company shall not be obligated to perform an obligation
     hereunder in any case where, in the opinion of the
     Company's counsel, such performance would result in
     violation of any law or regulation.
  
  Nonassignment
  -------------
   To the fullest extent permitted by law, no benefit under
     the Plan, nor any other interest hereunder of any
     Participant or contingent annuitant, may be assigned or
     alienated.
  
  Provisions of Benefits
  ----------------------
   This Plan will be unfunded.  Benefits will be paid from
     the operating revenues of the Company.  A Participant's
     rights to benefits under this Plan shall be those of an
     unsecured, general creditor of the Company.
  
  Vesting
  -------
   A Participant's accrued benefits shall be 100% vested
     after 60 months of participation in this Plan.
    <PAGE>
   If a Participant should become totally and permanently
     disabled or die, prior to the completion of 60 months of
     participation in the Plan, the Participant or the
     Participant's Spouse shall be entitled to receive a
     prorated benefit derived by multiplying the full benefit,
     otherwise payable but for the passage of time under the
     Plan, by the quotient obtained by dividing the months of
     participation by sixty.
  
  Amendment or Discontinuance
  ---------------------------
   The Committee may amend or discontinue the Plan at any
     time; provided, no modification shall reduce a benefit
     which a Participant was eligible to receive under the Plan
     at the time of such amendment or discontinuance; and
     provided further, no amendment or discontinuance in any
     manner adverse to a Participant with respect to benefit
     formula or optional form of payment may be made for three
     years following a Change in Control or a Major
     Transaction.
    <PAGE>
  Effective Date
  --------------
   This Amendment shall be effective June 1, 1996.
  
  
  Dated:  February 24, 1997
  
                       s/George M. Sage
  
                       __________________________________
                        Chairman of the Compensation Committee
                        Pursuant to Vote of the Compensation
                          Committee of May 20, 1996