BOSTON EDISON COMPANY
DIRECTORS' DEFERRED FEE PLAN
(Restated Effective October 1, 1998)
1. Purpose and Effective Date
This Plan provides an arrangement whereby Outside Directors can elect
to defer receipt of designated percentages or amounts of their retainers and
meeting fees. This Plan also provides Outside Directors with nonelective
Company credits. This Plan document constitutes an amendment, restatement
and continuation of the Directors' Deferred Fee Plan, previously restated
effective January 1, 1998. This Plan document, along with prior plan
restatements replace the form of deferred fee agreement approved, authorized
and adopted by the Board of Directors at its November 27, 1985 meeting and
amended at its November 26, 1986 and August 24, 1989 meetings (agreements in
such individual form being hereinafter referred to as the "Prior Agreements").
This Plan document also replaces the Outside Directors retirement benefit
adopted by the Board of Directors at its meeting on April 6, 1993 and
terminated effective as of September 30, 1998. This amended Plan is effective
October 1, 1998.
(a) "Board of Directors" means the board of directors of the Company.
(b) "Change of Control" has the meaning set forth in Appendix A.
(c) "Code" means the Internal Revenue Code of 1986 as amended from
time to time.
(d) "Company" means Boston Edison Company.
(e) "Company Credit Account" means the Company credit account
described in Section 7.
(f) "Deferral Account" means the deferral account described in Section
(g) "Outside Director" means a member of the Board of Directors who is
not an employee of the Company or any of its affiliates. Solely for purposes
of elective deferrals under Section 4, "Outside Director" also means a member
of the board of trustees of BEC Energy who is not an employee of BEC Energy or
any of its affiliates.
(h) "Participant" means an Outside Director who participates in the
(i) "Plan" means Boston