▇▇▇▇
EXHIBIT INDEX
---------------
Exhibit No. Description Page
----------- ----------- ----
(3) Agreement and Declaration of Incorporated
Trust dated January 2, 1926, by Reference
as amended through April 28,
1992
(4)(a) Massachusetts Electric Company Incorporated
First Mortgage Indenture and by Reference
Deed of Trust, dated as of
July 1, 1949, and twenty
supplements thereto
Twenty-first Supplemental Filed herewith
Indenture, dated as of April 1,
1995
(4)(b) The Narragansett Electric Incorporated
Company First Mortgage Indenture by Reference
and Deed of Trust, dated as of
September 1, 1944, and twenty-one
supplements thereto
Twenty-second Supplemental Filed herewith
Indenture, dated as of June 1,
1995
(4)(c) The Narragansett Electric Incorporated
Company Preference Provisions, by Reference
as amended, dated ▇▇▇▇▇ ▇▇, ▇▇▇▇
(▇)(▇) ▇▇▇ ▇▇▇▇▇▇▇ Power Company General Incorporated
and Refunding Mortgage Indenture by Reference
and Deed of Trust dated as of
January 1, 1977 and nineteen
supplements thereto
Twentieth Supplemental Indenture, Filed herewith
dated as of July 1, 1994
(10)(a) Boston Edison Company et al. and Incorporated
New England Power Company: by Reference
Amended REMVEC Agreement dated
August 12, 1977
(10)(b) The Connecticut Light and Power Incorporated
Company et al. and New England by Reference
Power Company: Sharing Agreement
for Joint Ownership, Construction
and Operation of Millstone Unit No.
3 dated as of September 1, 1973, and
Amendments thereto; Transmission
Support Agreement dated August 9,
1974; Instrument of Transfer to NEP
with respect to the 1979 Connecticut
Nuclear Unit, and Assumption of
Obligations, dated December 17, 1975
(10)(c) Connecticut Yankee Atomic Power Incorporated
Company et al. and New England by Reference
Power Company: Stockholders
Agreement dated July 1, 1964;
Power Purchase Contract dated
July 1, 1964; Supplementary
Power Contract dated as of
April 1, 1987; Capital Funds
Agreement dated September 1,
1964; Transmission Agreement
dated October 1, 1964;
Agreement revising Transmission
Agreement dated July 1, 1979;
Guarantee Agreement dated as of
November 13, 1981; Guarantee
Agreement dated as of August 1,
1985
Amendment revising Transmission Filed herewith
Agreement dated as of January 19,
1994
(10)(d) Maine Yankee Atomic Power Company Incorporated
et al. and New England Power by Reference
Company: Capital Funds Agreement
dated May 20, 1968 and Power
Purchase Contract dated May 20,
1968; Amendments dated as of
January 1, 1984, March 1, 1984,
October 1, 1984, and August 1,
1985; Stockholders Agreement
dated May 20, 1968; Additional
Power Contract dated as of
February 1, 1984; Guarantee
Agreement dated as of September 23,
1985
(10)(e)(i) New England Energy Incorporated Incorporated
Capital Funds Agreement with by Reference
▇▇▇▇ dated November 1, 1974 and
Amendments thereto
(10)(e)(ii) New England Energy Incorporated Incorporated
Loan Agreement with ▇▇▇▇ dated by Reference
July 19, 1978 and effective
November 1, 1974, and Amendments
thereto
(10)(e)(iii) New England Energy Incorporated Incorporated
Fuel Purchase Contract with by Reference
New England Power Company dated
July 26, 1979, and Amendments
thereto
(10)(e)(iv) New England Energy Incorporated Incorporated
Partnership Agreement with by Reference
Samedan Oil Corporation as
Amended and Restated on
February 5, 1985 and Amendment
thereto
(10)(e)(v) New England Energy Incorporated Filed herewith
Credit Agreement dated as of
April 13, 1995
(10)(e)(vi) New England Energy Incorporated Incorporated
Capital Maintenance Agreement by Reference
dated November 15, 1985, and
Assignment and Security Agreement
dated November 15, 1985 and
Amendment thereto
(10)(f) New England Power Company and Incorporated
New England Electric Transmission by Reference
Corporation et al.: Phase I
Terminal Facility Support
Agreement dated as of December 1,
1981 and Amendments thereto;
Agreement with respect to Use
of the Quebec Interconnection
dated as of December 1, 1981
and Amendments thereto; Agreement
for Reinforcement and Improvement
of New England Power Company's
Transmission System dated as of
April 1, 1983; Lease dated as of
May 16, 1983; Upper Development -
Lower Development Transmission
Line Support Agreement dated as
of May 16, 1983
(10)(g) New England Electric Transmission Incorporated
Corporation and PruCapital by Reference
Management, Inc. et al: Note
Agreement dated as of
September 1, 1986; Mortgage,
Deed of Trust and Security
Agreement dated as of
September 1, 1986; Equity
Funding Agreement with New
England Electric System dated
as of December 1, 1985
(10)(h) Vermont Electric Transmission Incorporated
Company, Inc. et al. and New by Reference
England Power Company: Phase I
Vermont Transmission Line
Support Agreement dated as
of December 1, 1981 and
Amendments thereto
(10)(i) New England Power Pool Incorporated
Agreement and Amendments thereto by Reference
Amendments dated as of June 1, Filed herewith
1993, July 1, 1995, and
September 1, 1995
(10)(j) Public Service Company of New Incorporated
Hampshire et al. and New England by Reference
Power Company: Agreement for
Joint Ownership, Construction
and Operation of New Hampshire
Nuclear Units dated as of
May 1, 1973 and Amendments
thereto; Transmission Support
Agreement dated as of May 1,
1973; Instrument of Transfer
to NEP with respect to the
New Hampshire Nuclear Units
and Assumptions of Obligations
dated December 17, 1975;
Agreement Among Participants
in New Hampshire Nuclear Units,
certain Massachusetts Municipal
Systems and Massachusetts
Municipal Wholesale Electric
Company dated May 28, 1976;
Seventh Amendment To and Restated
Agreement for Seabrook Project
Disbursing Agent and Amendments
thereto; Seabrook Project
Managing Agent Operating
Agreement dated as of June 29,
1992, and Amendment to Seabrook
Project Managing Agent Agreement
dated as of June 29, 1992
(10)(k) Vermont Yankee Nuclear Power Incorporated
Corporation et al. and New by Reference
England Power Company: Capital
Funds Agreement dated
February 1, 1968, Amendment
dated March 12, 1968, and Power
Purchase Contract dated
February 1, 1968 and Amendments
thereto; Additional Power
Contract dated as of February 1,
1984; Guarantee Agreement dated
as of November 5, 1981
(10)(l) Yankee Atomic Electric Company Incorporated
et al. and New England Power by Reference
Company: Amended and Restated
Power Contract dated April 1,
1985 and Amendments thereto
(10)(m) New England Electric Companies' Filed herewith
Deferred Compensation Plan as
amended dated January 1, 1995
(10)(n) New England Electric System Filed herewith
Companies Retirement Supplement
Plan as amended dated December 1,
1995
(10)(o) New England Electric Companies' Filed herewith
Executive Supplemental Retirement
Plan as amended dated January 1,
1995
(10)(p) New England Electric Companies' Filed herewith
Incentive Compensation Plan as
amended dated January 1, 1995
(10)(q) New England Electric Companies' Filed herewith
Senior Incentive Compensation
Plan as amended dated January 1,
1995
(10)(r) New England Electric Companies' Filed herewith
Incentive Compensation Plan II
as amended dated January 1,
1995
(10)(s) New England Electric System Incorporated
Directors Deferred Compensation by Reference
Plan as amended dated
November 24, 1992
(10)(t) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(u) New England Electric Companies' Filed herewith
Incentive Share Plan as amended
dated January 1, 1994
(10)(v) New England Power Company and Incorporated
New England Hydro-Transmission by Reference
Electric Company, Inc. et al:
Phase II Massachusetts
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(w) New England Power Company and Incorporated
New England Hydro-Transmission by Reference
Corporation et al: Phase II
New Hampshire Transmission
Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(x) New England Power Company et Incorporated
al: Phase II New England Power by Reference
AC Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(y) New England Hydro-Transmission Incorporated
Electric Company, Inc. and New by Reference
England Electric System et al:
Equity Funding Agreement dated
as of June 1, 1985 and Amendments
thereto
(10)(z) New England Hydro-Transmission Incorporated
Corporation and New England by Reference
Electric System et al: Equity
Funding Agreement dated as of
June 1, 1985 and Amendments
thereto
(10)(aa) Ocean State Power, et al., and Incorporated
Narragansett Energy Resources by Reference
Company: Equity Contribution
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989
Ocean State Power, et al., and Incorporated
New England Electric System: by Reference
Equity Contribution Support
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989;
Ocean State Power II, et al., Incorporated
and Narragansett Energy Resources by Reference
Company: Equity Contribution
Agreement dated as of September 29,
1989; Ocean State Power II, et al.,
and New England Electric System:
Equity Contribution Support
Agreement dated as of
September 29, 1989
(10)(bb) New England Power Service Incorporated
Company and ▇▇▇▇ ▇. ▇▇▇: by Reference
Service Credit Letter dated
October 21, 1982
(10)(cc) New England Electric System Incorporated
and ▇▇▇▇ ▇. ▇▇▇▇: Service by Reference
Credit Letter dated
December 5, 1988
(10)(dd) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(10)(ee) New England Electric System Incorporated
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇: by Reference
Service Credit Letter dated
February 23, 1994
(10)(ff) New England Electric System Incorporated
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇: Pension by Reference
Service Credit Agreement dated
February 23, 1994
(13) 1995 Annual Report to Filed herewith
Shareholders
(21) Subsidiary list Incorporated
by Reference
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
NEP
EXHIBIT INDEX
-------------
Exhibit No. Description Page
----------- ----------- ----
(3)(a) Articles of Organization as Incorporated
amended through June 27, 1987 by Reference
(3)(b) By-laws of the Company as Filed herewith
amended May 10, 1995
(4) General and Refunding Mortgage Incorporated
Indenture and Deed of Trust by Reference
dated as of January 1, 1977
and twenty supplements
thereto
(10)(a) Boston Edison Company et al. Incorporated
and the Company: Amended by Reference
REMVEC Agreement dated
August 12, 1977
(10)(b) The Connecticut Light and Power Incorporated
Company et al. and the Company: by Reference
Sharing Agreement for Joint
Ownership, Construction and
Operation of Millstone Unit No. 3
dated as of September 1, 1973,
and Amendments thereto;
Transmission Support Agreement
dated August 9, 1974; Instrument
of Transfer to the Company with
respect to the 1979 Connecticut
Nuclear Unit, and Assumption of
Obligations, dated December 17,
1975
(10)(c) Connecticut Yankee Atomic Power Incorporated
Company et al. and the Company: by Reference
Stockholders Agreement dated
July 1, 1964; Power Purchase
Contract dated July 1, 1964;
Supplementary Power Contract
dated as of April 1, 1987;
Capital Funds Agreement dated
September 1, 1964; Transmission
Agreement dated October 1, 1964;
Agreement revising Transmission
Agreement dated July 1, 1979;
Amendment revising Transmission
Agreement dated as of January 19,
1994; Five Year Capital Contribution
Agreement dated November 1, 1980;
Guarantee Agreement dated as of
November 13, 1981; Guarantee
Agreement dated as of August 1,
1985
(10)(d) Maine Yankee Atomic Power Incorporated
Company et al. and the Company: by Reference
Capital Funds Agreement dated
May 20, 1968 and Power Purchase
Contract dated May 20, 1968;
and Amendments thereto;
Stockholders Agreement dated
May 20, 1968; Additional Power
Contract dated as of February 1,
1984; Guarantee Agreement dated
as of September 23, 1985
(10)(e) Mass. Electric and the Company: Incorporated
Primary Service for Resale dated by Reference
February 15, 1974; and Amendments
thereto; Memorandum of Understanding
effective May 22, 1994
(10)(f) The Narragansett Electric Incorporated
Company and the Company: by Reference
Primary Service for Resale
dated February 15, 1974
and Amendments thereto;
Memorandum of Understanding
effective May 22, 1994
Amendment of Service Agrement Filed herewith
effective January 1, 1995
(10)(g) Time Charter between Filed herewith
International Shipholding, Corp.
and New England Power Company
dated as of October 27, 1994;
Amendments dated as of September
22, 1995
(10)(h) Consent and Agreement among New Filed herewith
England Power Company, Central
Gulf Lines, Inc., Enterprise Ship
Company, Inc., and The Bank of
New York, dated as of September
28, 1995
(10)(i) New England Electric Incorporated
Transmission Corporation et al. by Reference
and the Company: Phase I
Terminal Facility Support
Agreement dated as of
December 1, 1981; Amendments
dated as of June 1, 1982 and
November 1, 1982; Agreement with
respect to Use of the Quebec
Interconnection dated as of
December 1, 1981; Amendments
dated as of May 1, 1982 and
November 1, 1982; Amendment
dated as of January 1, 1986;
Agreement for Reinforcement
and Improvement of the Company's
Transmission System dated as
of April 1, 1983; Lease dated
as of May 16, 1983; Upper
Development-Lower Development
Transmission Line Support
Agreement dated as of May 16,
1983
(10)(j) Vermont Electric Transmission Incorporated
Company, Inc. et al. and the by Reference
Company: Phase I Vermont
Transmission Line Support
Agreement dated as of
December 1, 1981 and Amendments
thereto
(10)(k) New England Energy Incorporated Incorporated
and the Company: Fuel Purchase by Reference
Contract dated July 26, 1979,
and Amendments thereto
(10)(l) New England Power Pool Incorporated
Agreement and Amendments by Reference
thereto
(10)(m) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(n) Public Service Company of New Incorporated
Hampshire et al. and the by Reference
Company: Agreement for Joint
Ownership, Construction and
Operation of New Hampshire
Nuclear Units dated as of
May 1, 1973 and Amendments
thereto; Seventh Amendment
as of November 1, 1990;
Transmission Support Agreement
dated as of May 1, 1973;
Instrument of Transfer to the
Company with respect to the New
Hampshire Nuclear Units and
Assumptions of Obligations
dated December 17, 1975 and
Agreement Among Participants
in New Hampshire Nuclear Units,
certain Massachusetts Municipal
Systems and Massachusetts
Municipal Wholesale Electric
Company dated May 28, 1976;
Seventh Amendment To and
Restated Agreement for Seabrook
Project Disbursing Agent dated
as of November 1, 1990;
Amendments dated as of
June 29, 1992
Settlement Agreement dated as Incorporated
of July 19, 1990 between by Reference
Northeast Utilities Service
Company and the Company
Seabrook Project Managing Incorporated
Agent Operating Agreement by Reference
dated as of June 29, 1992;
and Amendment thereto
(10)(o) Vermont Yankee Nuclear Power Incorporated
Corporation et al. and the by Reference
Company: Capital Funds
Agreement dated February 1,
1968, Amendment dated March 12,
1968 and Power Purchase Contract
dated February 1, 1968 and
Amendments thereto; Additional
Power Contract dated as of
February 1, 1984; Guarantee
Agreement dated as of November 5,
1981
(10)(p) Yankee Atomic Electric Company Incorporated
et al. and the Company: by Reference
Amended and Restated Power
Contract dated April 1, 1985
and Amendments thereto
(10)(q) New England Electric Companies' Incorporated
Deferred Compensation Plan as by Reference
amended dated January 1, 1995
(10)(r) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan as amended dated December 1,
1995
(10)(s) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan as amended dated January 1,
1995
(10)(t) New England Electric Companies' Incorporated
Incentive Compensation Plan as by Reference
amended dated January 1, 1995;
New England Electric Companies'
Senior Incentive Compensation
Plan as amended dated January 1,
1995
(10)(u) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(v) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1,
1995
(10)(w) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(x) New England Hydro-Transmission Incorporated
Electric Company, Inc. et al. by Reference
and the Company: Phase II
Massachusetts Transmission
Facilities Support Agreement
dated as of June 1, 1985
and Amendments thereto
(10)(y) New England Hydro-Transmission Incorporated
Corporation et al. and the by Reference
Company: Phase II New Hampshire
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(z) Vermont Electric Power Company Incorporated
et al. and the Company: Phase by Reference
II New England Power AC
Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(aa) TransCanada Pipelines Limited Incorporated
and the Company: Firm Service by Reference
Contract for Firm Transportation
Service for natural gas dated
as of January 6, 1992 and
Amendments thereto
Temporary Assignment effective Filed herewith
as of October 26, 1995
(10)(bb) Renaissance Energy Ltd. and Incorporated
the Company: Temporary Trans- by Reference
portation Contract Assignment
(capacity swap) for Firm
Transportation Service for
natural gas dated as of October
27, 1993; Amendment dated as of
October 25, 1994
(10)(cc) Algonquin Gas Transmission Incorporated
Company and the Company: X-38 by Reference
Service Agreement for Firm
Transportation of natural gas
dated July 3, 1992; Amendment
dated July 31, 1992; Amendment
dated as of April 15, 1994
(10)(dd) ANR Pipeline Company and the Incorporated
Company: Gas Transportation by Reference
Agreement dated July 18, 1990
(10)(ee) Columbia Gas Transmission Incorporated
Corporation and the Company: by Reference
Service Agreement for Service
under FTS Rate Schedule dated
June 13, 1991
(10)(ff) Iroquois Gas Transmission Incorporated
System, L.P. and the Company: by Reference
Gas Transportation Contract for
Firm Reserved Service dated as
of June 5, 1991
(10)(gg) Tennessee Gas Pipeline Company Incorporated
and the Company: Firm Natural by Reference
Gas Transportation Agreement
dated July 9, 1992
(13) 1995 Annual Report to Filed herewith
Stockholders
(21) Subsidiary list Filed herewith
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
Mass. Electric
--------------
EXHIBIT INDEX
-------------
Exhibit No. Description Page
----------- ----------- ----
(3)(a) Articles of Organization of the Incorporated
Company as amended through by Reference
November 15, 1993
(3)(b) By-Laws of the Company as Incorporated
amended through September 15, by Reference
1993
(4) First Mortgage Indenture and Incorporated
Deed of Trust, dated as of by Reference
July 1, 1949, and twenty-one
supplements thereto
(10)(a) Boston Edison Company et al. Incorporated
and Company: Amended REMVEC by Reference
Agreement dated August 12,
1977
(10)(b) New England Power Company Incorporated
and the Company: Primary by Reference
Service for Resale dated
February 15, 1974; Amendment
of Service Agreement dated
July 22, 1983; Amendment of
Service Agreement effective
November 1, 1993; Memorandum
of Understanding effective
May 22, 1994
(10)(c) New England Power Pool Incorporated
Agreement and Amendments by Reference
thereto
(10)(d) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(e) New England Telephone and Incorporated
Telegraph Company and the by Reference
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Incorporated
Deferred Compensation Plan as by Reference
amended dated January 1, 1995
(10)(g) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan as amended dated December 1,
1995
(10)(h) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan as amended dated January 1,
1995
(10)(i) New England Electric Companies' Incorporated
Incentive Compensation Plan as by Reference
amended dated January 1, 1995
(10)(j) New England Electric Companies' Incorporated
Form of Deferred Compensation by Reference
Agreement for Directors
(10)(k) New England Electric Companies' Incorporated
Senior Incentive Compensation by Reference
Plan as amended dated
January 1, 1995
(10)(l) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(m) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1,
1995
(10)(n) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(o) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(12) Statement re computation of Filed herewith
ratios for incorporation by
reference into the Mass. Electric
registration statement on Form
S-3, Commission File No. 33-59145
(13) 1995 Annual Report to Filed herewith
Stockholders
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith
Narragansett
-------------
EXHIBIT INDEX
-------------
Exhibit No. Description Page
----------- ----------- ----
(3)(a) Articles of Incorporation as Incorporated
amended June 9, 1988 by Reference
(3)(b) By-Laws of the Company Incorporated
by Reference
(4)(a) First Mortgage Indenture and Incorporated
Deed of Trust, dated as of by Reference
September 1, 1944, and
twenty-two supplements thereto
(4)(b) The Narragansett Electric Incorporated
Company Preference Provisions, by Reference
as amended, dated March 23, 1993
(10)(a) Boston Edison Company et al. Incorporated
and the Company: Amended REMVEC by Reference
Agreement dated August 12, 1977
(10)(b) New England Power Company and Incorporated
the Company: Primary Service for by Reference
Resale dated February 15, 1974;
Amendments of Service Agreement;
Memorandum of Understanding
effective May 22, 1994
(10)(c) New England Power Pool Agreement Incorporated
and Amendments thereto by Reference
(10)(d) New England Power Service Incorporated
Company and the Company: by Reference
Specimen of Service Contract
(10)(e) New England Telephone and Incorporated
Telegraph Company and the by Reference
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Incorporated
Deferred Compensation Plan for by Reference
Officers, as amended January 1,
1995
(10)(g) New England Electric System Incorporated
Companies Retirement Supplement by Reference
Plan, as amended December 1, 1995
(10)(h) New England Electric Companies' Incorporated
Executive Supplemental Retirement by Reference
Plan, as amended dated January 1,
1995
(10)(i) New England Companies' Incentive Incorporated
Compensation Plan, as amended by Reference
dated January 1, 1995
(10)(j) New England Electric Companies' Incorporated
Form of Deferred Compensation by Reference
Agreement for Directors
(10)(k) New England Electric Companies' Incorporated
Senior Incentive Compensation by Reference
Plan as amended dated January 1,
1995
(10)(l) Forms of Life Insurance Program Incorporated
and Form of Life Insurance by Reference
(Collateral Assignment)
(10)(m) New England Electric Companies' Incorporated
Incentive Compensation Plan II by Reference
as amended dated January 1, 1995
(10)(n) New England Electric Companies' Incorporated
Incentive Share Plan as amended by Reference
dated January 1, 1994
(10)(o) New England Power Service Incorporated
Company and the Company: by Reference
Form of Supplemental Pension
Service Credit Agreement
(12) Statement re computation of Filed herewith
ratios for incorporation by
reference into the Narragansett
registration statement on Form
S-3, Commission File No. 33-61131
(13) 1995 Annual Report to Filed herewith
Stockholders
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith