NEES EXHIBIT INDEX --------------- Exhibit No. Description Page - ----------- ----------- ---- (3) Agreement and Declaration of Incorporated Trust dated January 2, 1926, by Reference as amended through April 28, 1987 (4)(a) Massachusetts Electric Company Incorporated First Mortgage Indenture and by Reference Deed of Trust, dated as of July 1, 1949, and nineteen supplements thereto Twentieth Supplemental Filed Under Indenture dated as of Cover of September 1, 1993 Form SE (4)(b) The Narragansett Electric Incorporated Company First Mortgage Indenture by Reference and Deed of Trust, dated as of September 1, 1944, and twenty supplements thereto Twenty First Supplemental Filed Under Indenture dated as of Cover of October 1, 1993 Form SE (4)(c) The Narragansett Electric Filed Under Company Preference Provisions, Cover of as amended, dated March 23, 1993 Form SE (4)(d) New England Power Company General Incorporated and Refunding Mortgage Indenture by Reference and Deed of Trust dated as of January 1, 1977 and eighteen supplements thereto Nineteenth Supplemental Filed Under Indenture dated as of Cover of August 1, 1993 Form SE (10)(a) Boston Edison Company et al. and Incorporated New England Power Company: by Reference Amended REMVEC Agreement dated August 12, 1977 NEES EXHIBIT INDEX ------------- (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 (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 NEES dated November 1, 1974 and Amendments thereto (10)(e)(ii) New England Energy Incorporated Incorporated Loan Agreement with NEES dated by Reference July 19, 1978 and effective November 1, 1974, and Amendments thereto NEES EXHIBIT INDEX ------------- (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 Incorporated Credit Agreement dated as of by Reference April 28, 1989 and Amendments thereto (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 NEES EXHIBIT INDEX ------------- (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 (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 NEES EXHIBIT INDEX ------------- (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' Incorporated Deferred Compensation Plan as by Reference amended dated December 8, 1986 (10)(n) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan as amended dated April 1, 1991 (10)(o) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan as amended dated April 1, 1991 (10)(p) New England Electric Companies' Incorporated Incentive Compensation Plan as by Reference amended dated January 1, 1992 (10)(q) New England Electric Companies' Incorporated Senior Incentive Compensation by Reference Plan as amended dated November 26, 1991 (10)(r) New England Electric Companies' Incorporated Incentive Compensation Plan II by Reference as amended dated September 3, 1992 (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 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 NEES EXHIBIT INDEX ------------- (10)(v) 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)(w) 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)(x) 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)(y) 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., Incorporated and New England Electric System: by Reference Equity Contribution Support Agreement dated as of September 29, 1989 NEES EXHIBIT INDEX ------------- (10)(bb) New England Power Service Incorporated Company and Joan T. Bok: by Reference Service Credit Letter dated October 21, 1982 (10)(cc) New England Electric System Incorporated and John W. Rowe: 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 (13) 1993 Annual Report to Filed Under Shareholders Cover of Form SE (18) Coopers & Lybrand Filed herewith Preferability Letter dated February 25, 1994 (22) Subsidiary list Incorporated by Reference (25) Power of Attorney Filed Under Cover of Form SE 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 Incorporated amended June 25, 1987 by Reference (4) General and Refunding Mortgage Incorporated Indenture and Deed of Trust by Reference dated as of January 1, 1977 and nineteen 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 Incorporated October 1, 1964; Agreement by Reference revising Transmission Agreement dated July 1, 1979; 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 NEP EXHIBIT INDEX ------------- (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; Amendment of Service Agreement dated June 22, 1983 Amendment of Service Agreement Filed Under effective November 1, 1993 Cover of Form SE (10)(f) The Narragansett Electric Incorporated Company and the Company: by Reference Primary Service for Resale dated February 15, 1974 and Amendments thereto Amendment of Service Agreement Filed Under effective November 1, 1993 Cover of Form SE (10)(g) Time Charter between Incorporated Intercoastal Bulk Carriers, by Reference Inc., and New England Power Company dated as of December 27, 1989 (10)(h) 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; NEP EXHIBIT INDEX ------------- (10)(h) Agreement for Reinforcement (cont.) 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)(i) 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)(j) New England Energy Incorporated Incorporated and the Company: Fuel Purchase by Reference Contract dated July 26, 1979, and Amendments thereto (10)(k) New England Power Pool Incorporated Agreement and Amendments by Reference thereto (10)(l) New England Power Service Incorporated Company and the Company: by Reference Specimen of Service Contract (10)(m) 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 NEP EXHIBIT INDEX ------------- (10)(m) Project Disbursing Agent dated (cont.) 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)(n) 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)(o) 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)(p) New England Electric Companies' Incorporated Deferred Compensation Plan as by Reference amended dated December 8, 1986 (10)(q) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan as amended dated April 1, 1991 (10)(r) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan as amended dated April 1, 1991 (10)(s) New England Electric Companies' Incorporated Incentive Compensation Plan as by Reference amended dated January 1, 1992; New England Electric Companies' Senior Incentive Compensation Plan as amended dated November 26, 1991 NEP EXHIBIT INDEX ------------- (10)(t) Forms of Life Insurance Program Incorporated and Form of Life Insurance by Reference (Collateral Assignment) (10)(u) New England Electric Companies' Incorporated Incentive Compensation Plan II by Reference as amended dated September 1, 1992 (10)(v) 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)(w) 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)(x) 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)(y) 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 (10)(z) TransCanada Pipelines Limited Incorporated and the Company: Firm Service by Reference Contract for Firm Transportation Service for natural gas dated as of October 30, 1992 (10)(aa) 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 (10)(bb) ANR Pipeline Company and the Incorporated Company: Gas Transportation by Reference Agreement dated July 18, 1990 NEP EXHIBIT INDEX ------------- (10)(cc) Columbia Gas Transmission Filed Under Corporation and the Company: Cover of Service Agreement for Service Form SE under FTS Rate Schedule dated June 13, 1991 (10)(dd) 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)(ee) Tennessee Gas Pipeline Company Incorporated and the Company: Firm Natural by Reference Gas Transportation Agreement dated July 9, 1992 (10)(ff) New England Power Service Incorporated Company and Joan T. Bok: by Reference Service Credit Letter dated October 21, 1982 (10)(gg) New England Electric System and Incorporated John W. Rowe: Service Credit by Reference Letter dated December 5, 1988 (10)(hh) New England Power Service Company Incorporated and the Company: Form of by Reference Supplemental Pension Service Credit Agreement (12) Statement re computation of Filed herewith ratios for incorporation by reference into NEP registration statements on Form S-3, Commission File Nos. 33-48257, 33-48897, and 33-49193 (13) 1993 Annual Report to Filed Under Stockholders Cover of Form SE (22) Subsidiary list Filed herewith (25) Power of Attorney Filed Under Cover of Form SE Mass. Electric -------------- EXHIBIT INDEX ------------- Exhibit No. Description Page - ----------- ----------- ---- (3)(a) Articles of Organization of the Filed Under Company as amended March 5, 1993, Cover of August 11, 1993, September 20, Form SE 1993, and November 15, 1993 (3)(b) By-Laws of the Company as Filed Under amended February 4, 1993, Cover of July 30, 1993, and September 15, Form SE 1993 (4) First Mortgage Indenture and Incorporated Deed of Trust, dated as of by Reference July 1, 1949, and twenty 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 (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 December 8, 1986 Mass. Electric -------------- EXHIBIT INDEX ------------- (10)(g) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan as amended dated April 1, 1991 (10)(h) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan as amended dated April 1, 1991 (10)(i) New England Electric Companies' Incorporated Incentive Compensation Plan as by Reference amended dated January 1, 1992 (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 November 26, 1991 (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 September 1, 1992 (10)(n) 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. 33-49251 (13) 1993 Annual Report to Filed Under Stockholders Cover of Form SE (18) Coopers & Lybrand Incorporated Preferability Letter by Reference dated February 25, 1994 (25) Power of Attorney Filed Under Cover of Form SE 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-one 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; Amendment of Service Agreement dated July 24, 1991; Amendment of Service Agreement effective November 1, 1993 (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 December 8, 1986 (10)(g) New England Electric System Incorporated Companies Retirement Supplement by Reference Plan, as amended April 1, 1991 (10)(h) New England Electric Companies' Incorporated Executive Supplemental Retirement by Reference Plan, as amended dated April 1, 1991 Narragansett ------------- EXHIBIT INDEX ------------- (10)(i) New England Companies' Incentive Incorporated Compensation Plan, as amended by Reference dated January 1, 1992 (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 November 26, 1991 (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 September 1, 1992 (10)(n) 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. 33-45052 (13) 1993 Annual Report to Filed Under Stockholders Cover of Form SE (25) Power of Attorney Filed Under Cover of Form SE