POWER PURCHASE AGREEMENT

BETWEEN

ENTERGY NUCLEAR GENERATION COMPANY

AND

MONTAUP ELECTRIC COMPANY

FOR PILGRIM NUCLEAR POWER STATION




TABLE OF CONTENTS


ARTICLE 1. Definitions                                       1

ARTICLE 2. Purchase and Sale of Installed Capability,
             Operable Capability and Energy                  3

ARTICLE 3. Term, Termination                                 4

ARTICLE 4. Purchase Rate for Installed Capability,
           Operable Capability and Energy                    4

ARTICLE 5. Dispatch                                          5

ARTICLE 6. Billing, Meter Reading                            5

ARTICLE 7. Limitation of Liability; Indemnification;
           Insurance; Relationship of Parties                7

ARTICLE 8. Miscellaneous Provisions                          7

ARTICLE 9. Assignment                                        8

ARTICLE 10. Force Majeure                                    9

ARTICLE 11. Default                                          9

ARTICLE 12. Governing Law, Dispute Resolution               10

ARTICLE 13. Waiver                                          10

ARTICLE 14. Corporate Authorization                         11

ARTICLE 15. Notice                                          11


POWER PURCHASE AGREEMENT
BETWEEN
ENTERGY NUCLEAR GENERATION COMPANY
AND
MONTAUP ELECTRIC COMPANY



        AGREEMENT entered into this 18th day of November 1998 by and between
Entergy Nuclear Generation Company , a Delaware corporation (hereafter referred
to as "Seller"), and Montaup Electric Company, a Massachusetts corporation
having its principal place of business at W. Bridgewater,  Massachusetts 02379,
(hereafter referred to as "Company").

        WHEREAS, Seller wishes to purchase from Boston Edison Company ("Boston
Edison") the specific generating facility known as Pilgrim Nuclear Power
Station (the "Facility"), pursuant to the terms of a certain Purchase and Sale
Agreement dated November 18, 1998 by and between Boston Edison and Seller (the
"Purchase and Sale Agreement"); and

WHEREAS, Company contemplates that in connection with such purchase by Seller
it will be necessary to terminate Company's rights and obligations under a
certain power sale agreement with Boston Edison initially entered into on
August 1, 1972, which provides for the sale of power from the Facility by
Boston Edison to Company (the "Power Sale Agreement"); and

        WHEREAS, Company and Boston Edison have agreed to amend the Power Sale
Agreement in order to effectuate such termination pursuant to the terms of the
Third Amendment to the Power Sale Agreement dated November 18, 1998 by and
between Company a nd Boston Edison ("Third Amendment"); and

        WHEREAS, as a condition to, and upon such termination and the closing
of, the sale of the Facility to Seller, Seller wishes to sell to Company and
Company wishes to purchase from Seller Installed Capability, Operable
Capability and Energy fro m the Facility;

        NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, Seller and Company hereby agree as follows:

ARTICLE 1.      Definitions

        When used with initial capitalizations, whether in the singular or in
the plural, the following terms shall have the meanings set forth below.

        (a)     Agreement:  This document, including its appendices, as amended
                from time to time.

        (b)     Capability Audit:  The procedure used pursuant to the NEPOOL
                Agreement to determine the Summer Net Capability and the Winter
                Net Capability of the Facility as currently set forth in the
                NEPOOL Standards.

        (c)     Company's Entitlement:  The percentage specified below of the
                Installed Capability, Operable Capability and Energy of the
                Facility for the applicable calendar years.
1999    11.00000%
2000    11.00000%
2001    11.00000%
2002    8.80000%
2003    5.50000%
2004    5.50000%

        (d)     Energy:  The actual hourly electricity production of the
                Facility adjusted for station service use and transformer
                losses.

        (e)     Delivery Point:  The point where capacity and energy generated
                by the Facility is delivered to the Pool Transmission
                Facilities, as defined by the NEPOOL Agreement.

        (f)     Facility:  The Pilgrim Nuclear Power Station, a 670 MW nuclear
                generating facility located in Plymouth, Massachusetts.

        (g)     FERC:  The Federal Energy Regulatory Commission.

        (h)     Installed Capability: The Winter Net Capability during the
                Winter Period and the Summer Net Capability during the Summer
                Period.

        (i)     ISO-NE:  The Independent System Operator of New England
                provided for in the NEPOOL Agreement, or its successor.

        (j)     MDTE:  The Massachusetts Department of Telecommunications and
                Energy.

        (k)     NEPOOL:  The New England Power Pool, established by the NEPOOL
                Agreement, or its successor.

        (l)     NEPOOL Agreement:  The agreement, dated September 1, 1971, as
                amended from time to time, governing the operation of NEPOOL,
                as in full force and effect.

        (m)     NEPOOL Standards:  All Criteria, Rules and Standards (CRS),
                NEPOOL Automated Billing System Procedures (NABS), Operating
                Procedures (OP), and Market Rules (MR) issued or adopted by
                NEPOOL, ISO-NE and its satellite agencies, or their successors,
                as amended from time to time and all successor regulations,
                rules and standards.

        (n)     Operable Capability:  The portion of Installed Capability of
                the Facility which is operating or available to respond within
                an appropriate period (as defined by NEPOOL) to the ISO-NE call
                to meet the Energy requirements of the NEPOOL operating area.

        (o)     Party:  Seller or Company and its respective successors or
                assigns.

        (p)     Prime Rate:  That rate as announced by BankBoston (or its
                successor) as its prime rate in effect on the first day of the
                month.

        (q)     Prudent Utility Practice:  Any practices, methods and acts
                engaged in or approved by a significant portion of the electric
                utility industry during the relevant time period, or any of the
                practices, methods and acts which, in the exercise of
                reasonable judgment in light of facts known at the time the
                decision was made, could have been expected to accomplish the
                desired result at a reasonable cost consistent with good
                business practices, reliability, safety and expedition and
                giving due regard for the requirements of governmental agencies
                having jurisdiction.  Prudent Utility Practice is not intended
                to be limited to the optimum practice, method, or act to the
                exclusion of all others, but rather to be acceptable practices,
                methods, or acts generally accepted in the electric utility
                industry.

        (r)     Summer Net Capability (Capability):  The Maximum Claimed
                Capability, as defined in NEPOOL CRS - 4 , of the Facility
                during the Summer Period, expressed in kilowatts, and as
                determined by Capability Audit, exclusive of the capacity
                required for Facility use.

        (s)     Summer Period: Summer Period shall have the meaning set forth
                in the NEPOOL Agreement.

        (t)     Winter Net Capability (Capability):  The Maximum Claimed
                Capability, as defined in NEPOOL CRS - 4 , of  the Facility
                during the Winter Period, expressed in kilowatts, and as
                determined by Capability Audit, exclusive of the capacity
                required for Facility use.

        (u)     Winter Period:  Winter Period shall have the meaning set forth
                in the NEPOOL Agreement.

ARTICLE 2.      Purchase and Sale of Installed Capability, Operable Capability
                and Energy

        (a)     Seller agrees to sell and to deliver and Company agrees to
                purchase and to accept delivery of the Company's Entitlement at
                the Delivery Point, for Company's own use and/or sale to others
                for the term of this Agreement.

        (b)     Seller shall use Prudent Utility Practices in all aspects of
                the management and operation of the Facility.  Seller shall use
                commercially reasonable efforts to maintain the Facility's
                Installed Capability at the level demonstrated by the most
                recent Capability Audit at the time of the Purchase and Sale
                Agreement and use its commercially reasonable efforts to make
                Energy and Operable Capability available to Company on an
                ongoing basis.  Notwithstanding the foregoing, Seller may
                permanently retire the Facility upon 30 days written notice to
                the Company, at which time this Agreement will terminate.

        (c)     Periodically after the execution of this Agreement, Seller
                shall undergo Capability Audits pursuant to NEPOOL Standards to
                demonstrate and audit the Summer Net Capability and/or the
                Winter Net Capability of the Facility.  The Capability Audit
                shall be performed pursuant to NEPOOL Standards or standards
                mutually agreed to by the Parties if NEPOOL ceases to establish
                such standards.  Seller agrees to provide to Company the
                results of the demonstrations and audits (NX-17s and supporting
                material).

        (d)     Seller shall schedule maintenance activities in accordance with
                NEPOOL Standards.  As soon as practically possible, Seller
                shall provide advance notice of planned maintenance activities
                and unplanned outages by telephone or telecopy to Company's
                designated agent.

ARTICLE 3.      Term, Termination

                The obligations of the Parties under this Agreement shall
commence on the Effective Date as defined in the Third Amendment and, subject
to the termination provisions set forth in this Agreement, shall continue
through December 31, 2004.  In addition,  applicable provisions of this
Agreement shall remain in effect after termination hereof, including Article 7
and provisions necessary to provide for final billings, billing adjustments,
and payments.


ARTICLE 4.      Purchase Rate for Installed Capability, Operable Capability and
Energy

        (a)     Company shall pay Seller monthly (on a $/Mwh basis) for
                Installed Capability, Operable Capability and Energy, according
                to the following formula:

TMAt    =       Pt  x  Ut
where:

TMAt    =       Total monthly amount due in month (t)

Pt      =       The Purchase price expressed in $/Mwh

        =       35.00 $/Mwh for all the months in the year 1999
        =       38.00 $/Mwh for all the months in the year 2000
        =       35.19 $/Mwh for all the months in the year 2001
        =       38.89 $/Mwh for all the months in the year 2002
        =       43.52 $/Mwh for all the months in the year 2003
        =       47.22 $/Mwh for all the months in the year 2004

Ut      =       The Energy portion of the Company's Entitlement delivered to
                Company in month (t) expressed in megawatthours.

ARTICLE 5.      Dispatch

        (a)     Seller shall make the Facility available for dispatch by ISO-
                NE.

        (b)     Seller shall comply with all NEPOOL Standards applicable to
                Seller.

        (c)     Seller shall submit all forms to ISO-NE with a copy to Company.

        (d)     Seller's and Company's designated agent shall mutually agree to
                any revision to the existing ISO-NE NX-12B Forms to be
                submitted to ISO-NE in accordance with the provisions of the
                NEPOOL Agreement and NEPOOL Standards.

        (e)     Whenever Company's system or the systems with which it is
                directly interconnected experience an emergency, as designated
                by the affected utility, or whenever it is necessary to aid in
                the restoration of service on Company's system or on the
                systems with which it is directly or indirectly interconnected,
                or, whenever requested by ISO-NE, Seller or its designee shall
                curtail or interrupt the delivery of all or a portion of the
                production of electricity at the Facility provided such
                curtailment or interruption shall continue only for as long as
                reasonably necessary to deal with the emergency.

        (f)     Whenever Seller's Facility experiences an emergency, Seller or
                its designee shall have the right to curtail or interrupt all
                or a portion of Seller's obligation hereunder, provided such
                curtailment or interruption shall continue only for so long as
                reasonably necessary to deal with the emergency, and provided
                Seller promptly notifies Company of the occurrence of such an
                emergency.

ARTICLE 6.      Billing, Meter Reading

        (a)     Seller shall deliver Company's Entitlement to the Delivery
                Point.  Seller is responsible for maintaining metering and
                telemetering equipment at the Facility.  The metering equipment
                shall be capable of registering and recording instantaneous,
                and time-differentiated electric energy and other related data
                from the Facility, and shall comply with the requirements of
                NEPOOL's Standards as may be issued or revised from time to
                time.  The telemetering shall be capable of transmitting such
                data to location(s) specified by Company.

        (b)     Each day, Seller shall be required to provide Company with
                hourly integrated megawatt hour readings for each hour of the
                previous day.  Seller shall record hourly meter readings and
                log sheets and, upon Company's request, provide copies of daily
                meter recordings and log sheets by electronic means with hard
                copy back-up.  All metering equipment installed shall be
                routinely tested in accordance with Prudent Utility Practice.
                Any meter tested and found to register within one-half o f one
                percent (0.5%) of the recognized comparative standard shall be
                considered correct and accurate.  If at any time, any metering
                equipment is found to be defective or inaccurate, Seller shall
                cause such metering equipment to be made accurate or re placed
                at Seller's expense.  Notwithstanding subarticle (e) below, in
                such event, a billing adjustment shall be made by Seller
                correcting all measurements made by the defective meter for
                either: (i) the actual period during which inaccurate
                measurements were made, if such period is determinable to the
                mutual satisfaction of the Company and Seller; or (ii) if such
                period is not determinable, for a period equal to one-half the
                time elapsed since the prior test, but in no event greater than
                six months.

        (c)     Seller shall submit, by telecopy or other agreeable same day
                delivery mechanism, an invoice for all applicable Article 4
                charges to Company as soon as practicable after the end of each
                calendar month that shall include the time and date of the
                meter readings.  This invoice shall include such reasonable
                detail to enable the Company to determine the basis for the
                charges of such month.  Seller and Company agree to provide
                additional information reasonably requested by the other Party
                as necessary for billing purposes or data verification.
                Invoices may be rendered on an estimated basis.  Each invoice
                shall be subject to adjustment for any errors in arithmetic,
                computing, estimating or otherwise.  Seller and Company shall
                include any such invoicing adjustments as promptly as
                practicable.

        (d)     All payments shown to be due on such invoice, except amounts in
                dispute, shall be due and payable as shown on the invoice.
                Company shall pay by wire transfer per instructions on the
                invoice on or before ten (10) days after receipt of the
                invoice.

        (e)     Any undisputed amounts unpaid after the Due Date shall bear
                interest at a rate equal to the Prime Rate then in effect on
                the Due Date, compounded on a monthly basis.  Company may
                dispute all or any part of any invoice by written notification
                to Seller within 30 days of receipt of such invoice.  All
                amounts paid by the Company which are subsequently determined
                to have been improperly invoiced by Seller under this Agreement
                shall be subject to refund with interest at a rate equal t o
                the Prime Rate then in effect on the Due Date, compounded on a
                monthly basis.

        (f)     Seller shall keep complete and accurate records and meter
                readings of its operations and shall maintain such data for a
                period of at least one (1) year after invoice for the final
                billing is rendered.  Company shall have the right, upon five
                (5) business days prior notice, during normal business hours,
                to examine and inspect all such records and meter readings in
                so far as may be necessary for the purpose of ascertaining the
                reasonableness and accuracy of all relevant data, estimates or
                statements of charges submitted to it hereunder but shall not
                impair or interfere with the operation of the Facility owned by
                Seller.

ARTICLE 7.      Limitation of Liability; Indemnification; Insurance;
Relationship of Parties

        (a)     Notwithstanding subarticle (b)  hereof or any other provision
                of this Agreement to the contrary, neither Company nor Seller
                nor their respective officers, directors, agents, employees,
                parent, subsidiaries or affiliates or their officers,
                directors, agents or employees shall be liable or responsible
                to the other Party or its parent, subsidiaries, affiliates,
                officers, directors, agents, employees, successors or assigns,
                or their respective insurers, for incidental, indirect,
                exemplary, punitive or consequential damages, connected with or
                resulting from performance or non-performance of this
                Agreement, or anything done in connection therewith including,
                without limitation, claims in the nature of lost revenues,
                income or profits (other than payments expressly required and
                properly due under this Agreement), and increased expense of,
                reduction in or loss of power generation production or
                equipment used therefor, irrespective of whether such claims
                are based upon breach of warranty, tort (including negligence,
                whether of Seller, Company or others), strict liability,
                contract, operation of law or otherwise, but excluding acts of
                gross negligence or willful misconduct.

        (b)     Each Party (the "Indemnifying Party") shall defend, indemnify
                and save the other Party (the "Indemnified Party"), its
                officers, directors, agents, employees and affiliates and their
                respective officers, directors, agents and employees harmless
                from and against any and all claims, liabilities, demands,
                judgments, losses, costs, expenses (including reasonable
                attorneys' fees), suits, or damages arising by reason of bodily
                injury, death or damage to third party property sustained by
                any person or entity (whether or not a party to this Agreement)
                caused by or attributable to a breach of this Agreement by the
                Indemnifying Party or an action of gross negligence or willful
                misconduct of the Indemnifying Party or an officer, direct or,
                agent or employee of Indemnifying Party.

        (c)     Seller shall maintain insurance coverage at its sole expense.

        (d)     The rights, obligations and protections afforded by subarticles
                (a) and (b) above shall survive the termination, expiration or
                cancellation of this Agreement, and shall apply to the full
                extent permitted by law.

        (e)     Nothing in this Agreement shall be construed as creating any
                relationship between the Parties other than that of independent
                contractors for the sale and purchase of Installed Capability,
                Operable Capability and Energy generated at the Facility.  The
                Parties do not intend to create any rights, or grant any
                remedies to, any third party beneficiary of this Agreement.

ARTICLE 8.      Miscellaneous Provisions

        (a)     The Parties hereto agree that time shall be of the essence of
                this Agreement.

        (b)     This Agreement may not be modified or amended except in writing
                signed by or on behalf of both Parties by their duly authorized
                officers, and if applicable, after obtaining any required
                regulatory approvals.

        (c)     It shall be the responsibility of Seller to take all necessary
                actions to satisfy any regulatory requirements which may be
                imposed on Seller by any statute, rule or regulation concerning
                the sale of Installed Capability, Operable Capability and
                Energy.  Company shall cooperate with Seller and provide
                information or such other assistance, without cost to Company,
                as may be reasonably necessary for Seller to satisfy regulatory
                requirements relating specifically and only to the sale of
                Installed Capability, Operable Capability and Energy from the
                Facility.  Seller shall cooperate with Company and provide
                information or such other assistance, without cost to Seller,
                as may be reasonably necessary for Company to satisfy
                regulatory requirements relating specifically and only to the
                purchase of Installed Capability, Operable Capability and
                Energy from the Facility.

         (d)    Notwithstanding subarticle (c) above, Seller agrees to provide,
                at no cost to Company, all necessary forms, data, and other
                information reasonably requested of Company by ISO-NE, NEPOOL,
                or any governmental or regulatory agency or authority having
                jurisdiction.

ARTICLE 9.      Assignment

        (a)     Neither Party shall have the right to assign this Agreement or
                its rights or obligations hereunder without the express written
                consent of the other Party.  Such consent shall not be
                unreasonably withheld.  No assignment shall be effective until
                any and all necessary regulatory approvals of the assignment
                have been obtained.

        (b)     Notwithstanding the provisions in Section 9(a) above:

                (i)     Seller may assign this Agreement to any affiliate to
                        whom the Facility is transferred, without the Company's
                        prior consent; provided that Seller shall not be
                        released from liability hereunder without the Company's
                        prior written consent.

               (ii)     Seller may collaterally assign its rights in this
                        Agreement to its lenders.

              (iii)     The Company has the right to assign or transfer all of
                        its rights and obligations under this Agreement,
                        without the consent of Seller, provided that Company
                        shall first provide Seller with thirty (30) days prior
                        written notice of the proposed assignment or transfer
                        and documentary evidence of the assignee's or
                        transferee's financial capacity to satisfy any and all
                        obligations so assigned; and provided further that such
                        documentary evidence may be that such assignee or
                        transferee has a current agency report indicating an
                        investment grade rating from any two of the following:
                        Standard & Poor's, Moody's, Duff & Phelps, or Fitch.
                        Any assignment or transfer by the Company shall include
                        an explicit requirement that the assignee or transferee
                        agrees to undertake each and every obligation that the
                        Company has under this Agreement.  The Seller
                        understands and acknowledges that the Company intends
                        to assign or transfer all of its rights and obligations
                        under this Agreement.

ARTICLE 10.     Force Majeure

        (a)     If either Party is rendered wholly or partly unable to perform
                its obligations under this Agreement because of a Force Majeure
                event, that Party shall be excused from whatever performance is
                affected by the Force Majeure event to the extent so affected,
                provided that the non-performing Party shall: (i) provide
                prompt notice to the other Party of the occurrence of the Force
                Majeure event giving an estimation of its expected duration and
                the probable impact on the performance of it s obligations
                hereunder and submitting good and satisfactory evidence of the
                existence of the Force Majeure event; (ii) exercise all
                reasonable efforts to continue to perform its obligations
                hereunder; (iii) expeditiously take action to correct or cure
                the Force Majeure event and submit good and satisfactory
                evidence that it is making all reasonable efforts to correct or
                cure the Force Majeure event; (iv) exercise all reasonable
                efforts to mitigate or limit damages to the other Party to the
                extent such action shall not adversely effect its own
                interests; and (v) provide prompt notice to the other Party of
                the cessation of the Force Majeure event; provided further that
                any obligations of either Party which arose before the
                occurrence of the Force Majeure event causing non-performance
                shall not be excused as a result of the occurrence of a Force
                Majeure event.

        (b)     "Force Majeure" means the failure or imminent threat of failure
                of facilities or equipment, flood, freeze, earthquake, storm,
                fire, lighting, other acts of God, epidemic, war, acts of a
                public enemy, riot, civil disturbance or disobedience, strike,
                lockout, work stoppages, other industrial disturbance or
                dispute, sabotage, restraint by court order or other public
                authority, and action or non-action by, or failure or inability
                to obtain the necessary authorizations or approvals from, any
                governmental agency or authority, which by the exercise of due
                diligence such Party could not reasonably have been expected to
                avoid and by exercise of due diligence its effect can not be
                overcome.  Nothing contained herein shall be construed so as to
                require the Parties to settle any strike, lockout, work
                stoppage or any industrial disturbance or dispute in which it
                may be involved, or to seek review of or take an appeal from
                any administrative or judicial action.  In no event shall the
                lack of funds or an inability to obtain funds or any action by
                any governmental authority that disallows, prevents or limits
                the recovery through rates of all or any portion of the charges
                imposed by this Agreement be a Force Majeure event.

ARTICLE 11.     Default

        (a)     "Event of Default" shall mean in relation to a Party (the
                "Defaulting Party"):

                 (i)    the Defaulting Party fails to perform any of its
                        material obligations hereunder, and such failure is not
                        excused by Force Majeure and continues for thirty (30)
                        days after the Defaulting Party receives written notice
                        from the Non-Defaulting Party of such failure;
                        provided, however, if a period in excess of thirty (30)
                        days is required to cure such failure, the Defaulting
                        Party shall have an additional amount of time, not to
                        exceed 180 days, as may be necessary to cure such
                        failure, provided t hat the Defaulting Party uses
                        reasonable diligence to remedy such failure and
                        provided further that, the foregoing "cure" provisions
                        shall not apply to: y) failure by Company to make
                        payments to Seller pursuant to Article 6, or z) failure
                        by Seller to make available and deliver Company's
                        Entitlement; or

                (ii)    the Defaulting Party makes an assignment or general
                        arrangement for the benefit of creditors, files a
                        petition, or otherwise commences any proceeding, in
                        bankruptcy or under similar law, otherwise becomes
                        bankrupt (however evidenced) or is unable to pay its
                        debts as they fall due.

        (b)     Upon an Event of Default, the Non-Defaulting Party may resort
                to all remedies available at law or in equity, including,
                without limitation: (i) the termination of service; (ii)
                specific enforcement of the provisions of this Agreement ;
                and/or (iii) the recovery of damages except to the extent such
                damages are waived or limited pursuant to this Agreement.

ARTICLE 12.     Governing Law, Dispute Resolution

        (a)     The interpretation and performance of this Agreement shall be
                in accordance with, and controlled by the law of, the
                Commonwealth of Massachusetts, notwithstanding its conflicts of
                law's principles.

        (b)     If any dispute, disagreement, claim or controversy exists
                between Seller and Company arising out of or relating to this
                Agreement, such disputed matter shall be submitted to a
                committee comprised of one designated agent of each Party.
                Such committee shall be instructed to attempt to resolve the
                matter within twenty (20) days thereafter.  If Company's and
                Seller's designees do not agree upon a decision within thirty
                (30) days after the submission of the matter to them, either
                Party may institute formal legal proceedings.


ARTICLE 13.     Waiver

        The failure of either Party to require compliance with any provision of
this Agreement shall not affect that Party's right to later enforce the same.
It is agreed that the waiver by either Party of performance of any of the terms
of this Agreement, or of any breach thereof, shall not be held or deemed to be
a waiver by that Party of any subsequent failure to perform the same, or any
other term or condition of this Agreement, or of any breach thereof.

ARTICLE 14.     Corporate Authorization

        Prior to or simultaneous with the Effective Date of this Agreement, the
Parties shall provide sufficient evidence to each other that each has the legal
power and authority to perform this Agreement, that their respective officers
executing this Agreement have been duly authorized to do so and that this
Agreement, upon execution and delivery, shall be legally binding and
enforceable.

ARTICLE 15.     Notice

        Except as otherwise provided herein, any notice, invoice or other
communication which is required or permitted by this Agreement shall be in
writing and delivered by personal service, telecopy, or mailed certified or
registered first class mail, postage prepaid, properly addressed as follows:

a)      In the case of Company to:

                Montaup Electric Company
                c/o EUA Service Corp.
                W. Bridgewater, Massachusetts  02379  U.S.A.
                Attention:  Robert P. Clarke
                Telecopy No: 508-583-2356

b)      In the case of Seller to:

                Carolyn C. Shanks, CPA
                Vice President, Finance and Administration
                Entergy Nuclear Generation Company
                P.O. Box 31995
                Jackson, MS  39286-1995


Street Address:

1340 Echelon Parkway
Jackson, MS 39213
Telecopy No:  601-368-5323

        Another address or addressee may be specified in a notice duly given as
provided.  Each notice, invoice or other communication which shall be mailed,
delivered or transmitted in the manner described above shall be deemed
sufficiently given an d received for all purposes at such time as it is
delivered to the addressee (with return receipt, the delivered receipt, the
affidavit of the messenger or with respect to a telecopy, the answer back,
being deemed conclusive evidence of such delivery ) or at such time as delivery
is refused by the addressee upon presentation.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date
first written above.



ENTERGY NUCLEAR GENERATION COMPANY


By:       /s/ Donald C. Hintz
Name:   Donald C. Hintz
Title:  President and Chief Executive Officer


MONTAUP ELECTRIC COMPANY


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