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:

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 b e in effect, on
             March 1, 1997 or on such other date as the Federal 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").

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 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.

     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:

          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:

      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 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 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 a
              and thereafter.



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.

     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.


        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: /s/ Kevin A. Kirby
      Name:  Kevin A. Kirby
      Title: Vice President
      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