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Exhibit 10(z)
NEW ENGLAND ELECTRIC SYSTEM COMPANIES
LIFE INSURANCE PROGRAM FOR EXECUTIVES I
FOR
CHERYL A. LAFLEUR
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TABLE OF CONTENTS
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Page
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Section 1. The
Program..................................................
1
Section 2. Prior
Insurance Program......................................
2
Section 3. Vesting and
Forfeiture....................................... 2
Section 4. Life
Insurance Policy........................................
2
Section 5. Death
Benefit................................................
4
Section 6. Termination
of Agreement..................................... 4
Section 7. Benefits
Upon Termination of Employment During
the Executive's Lifetime.....................................
5
Section 8. Policy
Premiums.............................................. 6
Section 9. Return of
Premiums........................................... 7
Section 10. Withdrawals from Policy; Release of
Assignment............... 7
Section 11. Liability and Limitation of
obligation....................... 7
Section 12. Named Fiduciary, Determination of Benefits, Claims
Procedure
and Administration...........................................
8
Section 13.
Notices......................................................
10
Section 14. Binding
Effect............................................... 11
Section 15. Governing
Law................................................ 11
Section 16. Further
Documentation........................................ 11
Section 17. Amendments and Transfers Within the New England
Electric System-Companies....................................
11
Section 18. Interpretation of
Agreement.................................. 11
Section 19. No Implied Right to
Employment............................... 12
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COLLATERAL ASSIGNMENT
LIFE INSURANCE PROGRAM
Agreement entered into as of the 1st day of January, 1996, between
New
England Power Service Company, a Massachusetts corporation (the
Company), and
Cheryl A. LaFleur (the Executive).
Section 1. The Program
The
program provides the Executive death benefits and
post-retirement
ownership of the cash assets of the related policy. The program is
designed with
a goal of three times the Executive's base pay (rounded up to the
nearest even
whole thousand) at the time of death (the Target Benefit). During
employment,
the first $50,000 of the coverage is to be provided by the
Company's group term
life insurance policy.
For
the purposes of this Agreement, "annual base pay" means the
annualized
compensation being paid to the Executive on the day of
determination (or, if
greater, the highest compensation paid to the Executive during any
12-month
period of employment), including compensation deferred under other
plans but
excluding bonuses (including NEES Goals) and contributions made by
the Company
to or under any form of employee benefit program and employer
contributions
under the New England Electric System Companies incentive Thrift
Plan, and
"final annual base pay" means the Executive's annualized base pay
on the last
day of employment (or, if greater, the highest compensation paid to
the
Executive during any 12-month period of employment).
Section 2. Prior Insurance Program
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2
The
Executive hereby waives the benefits under the Company's group
term-life insurance policy, and the New England Electric System
Companies Life
Insurance Program for Executive II to the extent that the benefit
provided to
the Executive's beneficiaries, in accordance with Section 5, from
the Policy (as
hereinafter defined) equals the Target Benefit. This waiver does
not extend to
any optional benefits under the group term-life policy. To the
extent that such
waiver is ineffective, the amount of the death benefit provided
under the
Policy and otherwise payable hereunder to the beneficiary or
beneficiaries
designated by the Executive shall be correspondingly reduced and
the amount
payable to the Company shall be correspondingly increased.
Section 3. Vesting and Forfeiture
Subject to the provisions of Section 6, the Executive is 100%
vested in his
benefits under this Program.
Section 4. Life Insurance Policy
One
or more split-dollar life insurance policies listed in Exhibit A
hereto
(the Policy) have been or will be purchased on the life of the
Executive by the
Company. The issuer or issuers of the Policy are hereinafter
referred to as the
Insurer. Purchase of insurance policies either now or at later
dates may require
proof of insurability at that time.
To
the extent that necessary insurance policies are not reasonably
available at a later date, benefits will be provided under the
Company's group
term-life insurance policy so that the total death benefit to the
Executive's
beneficiaries during his employment is three times base pay.
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3
(a)
Interest in the Policy
The
Executive shall be the sole owner of the Policy and may exercise
all
ownership rights granted to the owner thereof by the terms of the
Policy,
except as may otherwise be provided herein.
Except as otherwise provided herein, the Executive shall not sell,
assign,
transfer, borrow against, surrender, or cancel the Policy, change
the
beneficiary designation provision, or terminate the dividend
election without
the express written consent of the Company.
(b)
Collateral Assignment
To
secure the right of the Company to the Excess Value and/or the
Company's
Cost (both as hereafter defined), the Executive will,
contemporaneously
herewith, assign the Policy to the Company as collateral, using a
form
substantially similar to that attached hereto as Exhibit B. The
collateral
assignment of the Policy to the Company hereunder shall not be
terminated,
altered, or amended by the Executive, without the express written
consent of the
Company.
(c)
Assignment of Executive's Interest
The
Executive shall have the right to make an absolute assignment of
his
entire interest, or any portion thereof, in the Policy at any time
to any person
or persons, subject to the collateral assignment of the policy to
the Company
pursuant to subsection (b) hereof. Upon delivery of a signed copy
of such
assignment to the Company, all, or such portion, of the rights,
obligations, and
duties of the Executive thereunder (subject to the collateral
assignment of the
Company) and hereunder shall pass to and be binding upon such
assignee
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4
(including the right to make further assignments) and the Executive
shall have
no further interest whatsoever in the Policy, or such port