Boston Edison 
                                                 Executive Offices 
                                                 800 Boylston Street 
                                                 Boston, Massachusetts  02199 
 
 
 
 
Thomas J. May 
Chairman, President and Chief Executive Officer 
 
 
 
 
                                       May 15, 1996 
 
 
 
Mr. Ronald A. Ledgett 
Senior Vice President 
Boston Edison Company 
800 Boylston Street 
Boston, MA  02199 
 
Dear Ron: 
 
At its April 25, 1996 meeting, the Board of Directors voted to adopt a Special 
Retention Program to provide particularly valued employees with an incentive 
to remain in the employment of the Company during the next three-year period. 
I am pleased to inform you that the directors agreed with my assessment that 
your contributions will be very important to the success of the Company during 
this critical time. 
 
Under the terms of the Agreement adopted by the Board, if you remain 
continuously in the employment of the Company through December 31, 1998, the 
Company will pay you an amount equal to the difference between the Performance 
Share Plan award which the Board determines to award you in January, 1999, if 
any, and $75,000.  The net effect of this program is to guarantee you, if you 
stay for the required period, a long-term incentive plan bonus in January of 
1999 which will be no less than $75,000. 
 
I look forward to, and depend upon, your assistance over the next three years 
in positioning the Company to thrive in the new industry environment. 
 
Sincerely, 
 
 
 
/s/ T. J. May 
- ------------- 
    T. J. May