NEES
EXHIBIT INDEX
---------------
Exhibit No. Description Page
- ----------- ----------- ----
(3) Agreement and Declaration of Filed herewith
Trust dated January 2, 1926,
as amended through April 28,
1992
(4)(a) Massachusetts Electric Company Previously
First Mortgage Indenture and filed
Deed of Trust, dated as of
July 1, 1949, and twenty
supplements thereto
(4)(b) The Narragansett Electric Previously
Company First Mortgage Indenture filed
and Deed of Trust, dated as of
September 1, 1944, and twenty-one
supplements thereto
(4)(c) The Narragansett Electric Previously
Company Preference Provisions, filed
as amended, dated March 23, 1993
(4)(d) New England Power Company General Previously
and Refunding Mortgage Indenture filed
and Deed of Trust dated as of
January 1, 1977 and nineteen
supplements thereto
(10)(a) Boston Edison Company et al. and Previously
New England Power Company: filed
Amended REMVEC Agreement dated
August 12, 1977
(10)(b) The Connecticut Light and Power Previously
Company et al. and New England filed
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
NEES
EXHIBIT INDEX
-------------
(10)(c) Connecticut Yankee Atomic Power Previously
Company et al. and New England filed
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 Previously
et al. and New England Power filed
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 Previously
Capital Funds Agreement with filed
NEES dated November 1, 1974 and
Amendments thereto
(10)(e)(ii) New England Energy Incorporated Previously
Loan Agreement with NEES dated filed
July 19, 1978 and effective
November 1, 1974, and Amendments
thereto
(10)(e)(iii) New England Energy Incorporated Previously
Fuel Purchase Contract with filed
New England Power Company dated
July 26, 1979, and Amendments
thereto
(10)(e)(iv) New England Energy Incorporated Previously
Partnership Agreement with filed
Samedan Oil Corporation as
Amended and Restated on
February 5, 1985 and Amendment
thereto
NEES
EXHIBIT INDEX
-------------
(10)(e)(v) New England Energy Incorporated Previously
Credit Agreement dated as of filed
April 28, 1989 and Amendments
thereto
(10)(e)(vi) New England Energy Incorporated Previously
Capital Maintenance Agreement filed
dated November 15, 1985, and
Assignment and Security Agreement
dated November 15, 1985 and
Amendment thereto
(10)(f) New England Power Company and Previously
New England Electric Transmission filed
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 Previously
Corporation and PruCapital filed
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 Previously
Company, Inc. et al. and New filed
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 Previously
Agreement and Amendments thereto filed
NEES
EXHIBIT INDEX
-------------
(10)(j) Public Service Company of New Previously
Hampshire et al. and New England filed
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 Previously
Corporation et al. and New filed
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 Previously
et al. and New England Power filed
Company: Amended and Restated
Power Contract dated April 1,
1985 and Amendments thereto
(10)(m) New England Electric Companies' Previously
Deferred Compensation Plan as filed
amended dated December 8, 1986
NEES
EXHIBIT INDEX
-------------
(10)(n) New England Electric System Previously
Companies Retirement Supplement filed
Plan as amended dated April 1,
1991
(10)(o) New England Electric Companies' Previously
Executive Supplemental Retirement filed
Plan as amended dated April 1,
1991
(10)(p) New England Electric Companies' Previously
Incentive Compensation Plan as filed
amended dated January 1, 1992
(10)(q) New England Electric Companies' Previously
Senior Incentive Compensation filed
Plan as amended dated November 26,
1991
(10)(r) New England Electric Companies' Previously
Incentive Compensation Plan II filed
as amended dated September 3,
1992
(10)(s) New England Electric System Previously
Directors Deferred Compensation filed
Plan as amended dated
November 24, 1992
(10)(t) Forms of Life Insurance Program Previously
and Form of Life Insurance filed
(Collateral Assignment)
(10)(u) New England Power Company and Previously
New England Hydro-Transmission filed
Electric Company, Inc. et al:
Phase II Massachusetts
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(v) New England Power Company and Previously
New England Hydro-Transmission filed
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 Previously
al: Phase II New England Power filed
AC Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
NEES
EXHIBIT INDEX
-------------
(10)(x) New England Hydro-Transmission Previously
Electric Company, Inc. and New filed
England Electric System et al:
Equity Funding Agreement dated
as of June 1, 1985 and Amendments
thereto
(10)(y) New England Hydro-Transmission Previously
Corporation and New England filed
Electric System et al: Equity
Funding Agreement dated as of
June 1, 1985 and Amendments
thereto
(10)(aa) Ocean State Power, et al., and Previously
Narragansett Energy Resources filed
Company: Equity Contribution
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989
Ocean State Power, et al., and Previously
New England Electric System: filed
Equity Contribution Support
Agreement dated as of
December 29, 1988; Amendment
dated as of September 29, 1989;
Ocean State Power II, et al., Previously
and Narragansett Energy Resources filed
Company: Equity Contribution
Agreement dated as of September 29,
1989
Ocean State Power II, et al., Previously
and New England Electric System: filed
Equity Contribution Support
Agreement dated as of
September 29, 1989
(10)(bb) New England Power Service Previously
Company and Joan T. Bok: filed
Service Credit Letter dated
October 21, 1982
(10)(cc) New England Electric System Previously
and John W. Rowe: Service filed
Credit Letter dated
December 5, 1988
(10)(dd) New England Power Service Previously
Company and the Company: filed
Form of Supplemental Pension
Service Credit Agreement
NEES
EXHIBIT INDEX
-------------
(10)(ee) New England Electric System Filed herewith
and Frederic E. Greenman:
Service Credit Letter dated
February 23, 1994
(10)(ff) New England Electric System Filed herewith
and John W. Newsham: Pension
Service Credit Agreement dated
February 23, 1994
(13) 1994 Annual Report to Filed herewith
Shareholders
(21) Subsidiary list Previously
filed
(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 Previously
amended through June 27, 1987 filed
(3)(b) By-laws of the Company as Previously
amended June 25, 1987 filed
(4) General and Refunding Mortgage Previously
Indenture and Deed of Trust filed
dated as of January 1, 1977
and nineteen supplements
thereto
(10)(a) Boston Edison Company et al. Previously
and the Company: Amended filed
REMVEC Agreement dated
August 12, 1977
(10)(b) The Connecticut Light and Power Previously
Company et al. and the Company: filed
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 Previously
Company et al. and the Company: filed
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 Previously
October 1, 1964; Agreement filed
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 Previously
Company et al. and the Company: filed
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: Previously
Primary Service for Resale dated filed
February 15, 1974; and Amendments
thereto
Memorandum of Understanding Filed herewith
effective May 22, 1994
(10)(f) The Narragansett Electric Previously
Company and the Company: filed
Primary Service for Resale
dated February 15, 1974
and Amendments thereto;
Memorandum of Understanding
effective May 22, 1994
(10)(g) Time Charter between Previously
Intercoastal Bulk Carriers, filed
Inc., and New England Power
Company dated as of December 27,
1989
(10)(h) New England Electric Previously
Transmission Corporation et al. filed
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 Previously
Company, Inc. et al. and the filed
Company: Phase I Vermont
Transmission Line Support
Agreement dated as of
December 1, 1981 and Amendments
thereto
(10)(j) New England Energy Incorporated Previously
and the Company: Fuel Purchase filed
Contract dated July 26, 1979,
and Amendments thereto
(10)(k) New England Power Pool Previously
Agreement and Amendments filed
thereto
(10)(l) New England Power Service Filed herewith
Company and the Company:
Specimen of Service Contract
(10)(m) Public Service Company of New Previously
Hampshire et al. and the filed
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 Previously
of July 19, 1990 between filed
Northeast Utilities Service
Company and the Company
Seabrook Project Managing Previously
Agent Operating Agreement filed
dated as of June 29, 1992;
and Amendment thereto
(10)(n) Vermont Yankee Nuclear Power Previously
Corporation et al. and the filed
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 Previously
et al. and the Company: filed
Amended and Restated Power
Contract dated April 1, 1985
and Amendments thereto
(10)(p) New England Electric Companies' Previously
Deferred Compensation Plan as filed
amended dated December 8,
1986
(10)(q) New England Electric System Previously
Companies Retirement Supplement filed
Plan as amended dated April 1,
1991
(10)(r) New England Electric Companies' Previously
Executive Supplemental Retirement filed
Plan as amended dated April 1,
1991
(10)(s) New England Electric Companies' Previously
Incentive Compensation Plan as filed
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 Previously
and Form of Life Insurance filed
(Collateral Assignment)
(10)(u) New England Electric Companies' Previously
Incentive Compensation Plan II filed
as amended dated September 1,
1992
(10)(v) New England Hydro-Transmission Previously
Electric Company, Inc. et al. filed
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 Previously
Corporation et al. and the filed
Company: Phase II New Hampshire
Transmission Facilities Support
Agreement dated as of June 1,
1985 and Amendments thereto
(10)(x) Vermont Electric Power Company Previously
et al. and the Company: Phase filed
II New England Power AC
Facilities Support Agreement
dated as of June 1, 1985 and
Amendments thereto
(10)(y) TransCanada Pipelines Limited Previously
and the Company: Firm Service filed
Contract for Firm Transportation
Service for natural gas dated
as of January 6, 1992 and
Amendment dated as of March 2,
1992
Amendment dated as of October 29, Filed herewith
1993
(10)(z) Renaissance Energy Ltd. and Filed herewith
the Company: Temporary Trans-
portation Contract Assignment
(capacity swap) for Firm
Transportation Service for
natural gas dated as of October
27, 1993
Amendment dated as of October 25, Filed herewith
1994
NEP
EXHIBIT INDEX
-------------
(10)(aa) Algonquin Gas Transmission Previously
Company and the Company: X-38 filed
Service Agreement for Firm
Transportation of natural gas
dated July 3, 1992; Amendment
dated July 31, 1992
Amendment dated as of April 15, Filed herewith
1994
(10)(bb) ANR Pipeline Company and the Previously
Company: Gas Transportation filed
Agreement dated July 18, 1990
(10)(cc) Columbia Gas Transmission Previously
Corporation and the Company: filed
Service Agreement for Service
under FTS Rate Schedule dated
June 13, 1991
(10)(dd) Iroquois Gas Transmission Previously
System, L.P. and the Company: filed
Gas Transportation Contract for
Firm Reserved Service dated as
of June 5, 1991
(10)(ee) Tennessee Gas Pipeline Company Previously
and the Company: Firm Natural filed
Gas Transportation Agreement
dated July 9, 1992
(12) Statement re computation of Previously
ratios for incorporation by filed
reference into NEP registration
statements on Form S-3,
Commission File Nos. 33-48257,
33-48897, and 33-49193
(13) 1994 Annual Report to Filed herewith
Stockholders
(21) Subsidiary list Previously
filed
(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 Previously
Company as amended through filed
November 15, 1993
(3)(b) By-Laws of the Company as Previously
amended through September 15, filed
1993
(4) First Mortgage Indenture and Previously
Deed of Trust, dated as of filed
July 1, 1949, and twenty
supplements thereto
(10)(a) Boston Edison Company et al. Previously
and Company: Amended REMVEC filed
Agreement dated August 12,
1977
(10)(b) New England Power Company Previously
and the Company: Primary filed
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 Previously
Agreement and Amendments filed
thereto
(10)(d) New England Power Service Previously
Company and the Company: filed
Specimen of Service Contract
(10)(e) New England Telephone and Previously
Telegraph Company and the filed
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Previously
Deferred Compensation Plan as filed
amended dated December 8, 1986
(10)(g) New England Electric System Previously
Companies Retirement Supplement filed
Plan as amended dated April 1,
1991
Mass. Electric
--------------
EXHIBIT INDEX
-------------
(10)(h) New England Electric Companies' Previously
Executive Supplemental Retirement filed
Plan as amended dated April 1,
1991
(10)(i) New England Electric Companies' Previously
Incentive Compensation Plan as filed
amended dated January 1, 1992
(10)(j) New England Electric Companies' Previously
Form of Deferred Compensation filed
Agreement for Directors
(10)(k) New England Electric Companies' Previously
Senior Incentive Compensation filed
Plan as amended dated
November 26, 1991
(10)(l) Forms of Life Insurance Program Previously
and Form of Life Insurance filed
(Collateral Assignment)
(10)(m) New England Electric Companies' Previously
Incentive Compensation Plan II filed
as amended dated September 1,
1992
(10)(n) New England Power Service Previously
Company and the Company: filed
Form of Supplemental Pension
Service Credit Agreement
(13) 1994 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 Previously
amended June 9, 1988 filed
(3)(b) By-Laws of the Company Previously
filed
(4)(a) First Mortgage Indenture and Previously
Deed of Trust, dated as of filed
September 1, 1944, and
twenty-one supplements thereto
(4)(b) The Narragansett Electric Previously
Company Preference Provisions, filed
as amended, dated March 23, 1993
(10)(a) Boston Edison Company et al. Previously
and the Company: Amended REMVEC filed
Agreement dated August 12, 1977
(10)(b) New England Power Company and Previously
the Company: Primary Service for filed
Resale dated February 15, 1974;
Amendment of Service Agreement
dated July 24, 1991; Amendment of
Service Agreement effective November
1, 1993; Memorandum of Understanding
effective May 22, 1994
(10)(c) New England Power Pool Agreement Previously
and Amendments thereto filed
(10)(d) New England Power Service Previously
Company and the Company: filed
Specimen of Service Contract
(10)(e) New England Telephone and Previously
Telegraph Company and the filed
Company: Specimen of Joint
Ownership Agreement for Wood
Poles
(10)(f) New England Electric Companies' Previously
Deferred Compensation Plan for filed
Officers, as amended December 8,
1986
(10)(g) New England Electric System Previously
Companies Retirement Supplement filed
Plan, as amended April 1, 1991
Narragansett
-------------
EXHIBIT INDEX
-------------
(10)(h) New England Electric Companies' Previously
Executive Supplemental Retirement filed
Plan, as amended dated April 1,
1991
(10)(i) New England Companies' Incentive Previously
Compensation Plan, as amended filed
dated January 1, 1992
(10)(j) New England Electric Companies' Previously
Form of Deferred Compensation filed
Agreement for Directors
(10)(k) New England Electric Companies' Previously
Senior Incentive Compensation filed
Plan as amended dated November 26,
1991
(10)(l) Forms of Life Insurance Program Previously
and Form of Life Insurance filed
(Collateral Assignment)
(10)(m) New England Electric Companies' Previously
Incentive Compensation Plan II filed
as amended dated September 1,
1992
(10)(n) New England Power Service Previously
Company and the Company: filed
Form of Supplemental Pension
Service Credit Agreement
(12) Statement re computation of Previously
ratios for incorporation by filed
reference into the Narragansett
registration statement on Form
S-3, Commission File No. 33-50015
(13) 1994 Annual Report to Filed herewith
Stockholders
(24) Power of Attorney Filed herewith
(27) Financial Data Schedule Filed herewith