BOSTON EDISON COMPANY
Change in Control Agreement
AGREEMENT, made this ___ day of ________________, 1996, by and between ________ ("Executive")
and Boston Edison Company (the "Company"),
WITNESSETH
WHEREAS, the Board of Directors of the Company (the "Board") has determined that it is in the best interests
of the Company and its shareholders for the Company to agree to provide benefits under the circumstances
described below to Executive and other executives who are responsible for the policy-making functions of the
Company and the overall viability of the Company's business; and
WHEREAS, the Board recognizes that the possibility of a change of control of the Company is unsettling to such
executives and desires to make arrangements at this time to help assure their continuing dedication to their duties
to the Company and its shareholders, notwithstanding any attempts by outside parties to gain control of the
Company; and
WHEREAS, the Board believes it important, should the Company receive proposals from outside parties, to
enable such executives, without being distracted by the uncertainties of their own employment situation, to
perform their regular duties, and where appropriate to assess such proposals and advise the Board as to the best
interests of the Company and its shareholders and to take such other action regarding such proposals as the
Board determines to be appropriate; and
WHEREAS, the Board also desires to demonstrate to the executives that the Company is concerned with their
welfare and intends to provide that loyal executives are treated fairly; and
WHEREAS, the Board wishes to assure the executives of fair severance should any of their employment
terminate in specified circumstances following a change of control of the Company and to assure the executives of
other benefits upon a change of control.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties
hereto agree as follows:
1. In the event that any individual, co