Exhibit 4-D to Form S-3 Certificate as to Form First Mortgage Bonds, Series Supplemental Indenture: 2.01 Original Issue Date: (Mass. Electric Letterhead) (Date) State Street Bank and Trust Company, Trustee under First Mortgage Indenture and Deed of Trust of Worcester County Electric Company, dated as of July 1, 1949 as supplemented (the Indenture), including the Supplemental Indenture 225 Franklin Street Boston, Massachusetts 02110 Dear Sir or Madam: The undersigned, of Massachusetts Electric Company (the Company), formerly Worcester County Electric Company, in connection with the certification and delivery of the Company's First Mortgage Bonds, Series , hereby establishes the following terms and conditions pursuant to Section 2.01 of the Supplemental Indenture for a new issue thereof: Issue Designation: . Principal Amount: . Date of Maturity: . Interest Rate: . Certificated or Book-Entry Only: . Bond Form: . (lithographed on steel engraved tints) Distinguishing Letters/Numbers: . CUSIP Number: . Date of First Certification and Delivery: . Original Issue Discount: ; if applicable, Total Amount of Discount: . Date of First Interest Payment: . Initial Price to Public: . (percentage) Restrictions on Call: . Restrictions on Refunding: . (rate of effective interest cost) Provisions for Redemption: . (years of par call) Applicable Redemption Prices for Redemption: If redeemed at any time in the respective twelve months' period beginning (Date) in each of the General Special following year Redemption Prices Redemption Prices - ---------------------- ----------------- ------------------ I have read the applicable provisions of the Indenture, particularly Section 3.02 of the Indenture and Section 2.01 of the Supplemental Indenture, compliance with which is a condition precedent to certification and delivery of the Series Bonds, requested by the Company's application and have made such examination and investigation as in my opinion is necessary to enable me to express an informed opinion as to the matters covered in this certificate. In my opinion, there has been compliance with all requirements of the Indenture with respect to the furnishing of this certificate. All statements made in this certificate are true with reference to all pertinent definitions and uses of terms in the Indenture. Very truly yours, Name: Title: THE COMMONWEALTH OF MASSACHUSETTS Worcester, ss. Subscribed and sworn to before me by on . Notary Public