Exhibit 10.13









                                       May 15, 1996



Mr. Douglas S. Horan
Senior Vice President
  and General Counsel
Boston Edison Company
800 Boylston Street
Boston, MA  02199

Dear Doug:

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 $50,000.  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 $50,000.

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/ Thomas J. May
- --------------------------
    Thomas J. May