Final

                               FIRST AMENDMENT TO
                               TERM LOAN Agreement


This FIRST AMENDMENT, dated as of December 15, 2000 (this "Amendment"), to that
certain TERM LOAN AGREEMENT, dated as of March 1, 2000 (the "Existing
Agreement"; as amended by this Amendment, the "Amended Agreement"), among
NORTHEAST UTILITIES, an unincorporated voluntary business association organized
under the laws of the Commonwealth of Massachusetts (the "Borrower"), the
Lenders parties thereto, Fleet National Bank, as Syndication Agent thereunder,
The Bank of New York, as Documentation Agent thereunder and CANADIAN IMPERIAL
BANK OF COMMERCE, a Canadian chartered bank ("CIBC") acting through its New York
Agency, as Administrative Agent for such Lenders.

WHEREAS, the parties have previously entered into the Existing Agreement; and

WHEREAS, the parties now wish to amend the Existing Agreement as herein set
forth;

NOW THEREFORE, the Borrower, the Lenders, such Syndication Agent, such
Documentation Agent and the Administrative Agent hereby agree as follows:

                                    ARTICLE I

                                   Definitions



SECTION 2.01.  Definitions.  Terms used but not otherwise defined in this
Amendment shall have the meanings assigned them in the Existing Agreement.



ARTICLE III

AMENDMENT OF EXISTING AGREEMENT

SECTION 4.01.  Amendments to Section 1.01 (Definitions).

(a)  The following definitions are hereby added to Section 1.01 of the
Existing Agreement:

"Consolidated EBIT" means, for any period (as determined on a consolidated basis
in accordance with generally accepted accounting principles), the Borrower's and
its Subsidiaries' net income for such period, adjusted as follows:

(i) increased by the amount of federal and state income taxes to the extent
deducted in the computation of such Borrower's and/or its Subsidiaries'
consolidated net income for such period; (ii) increased by the amount of
Consolidated Interest Expense deducted in the computation of the Borrower's
and/or its Subsidiaries' consolidated net income for such period; (iii)
increased by the amount of dividends on preferred stock deducted in the
computation of the Borrower's and/or its Subsidiaries' consolidated net income
for such period; (iv) decreased (increased) by the gain (loss) on asset sales
done outside the ordinary course of business by the Borrower and/or its
Subsidiaries to the extent such gains (losses) are not offset by increases
(decreases) in amortization of regulatory assets, and to the extent such gain
(loss) is included in the computation of the Borrower's and/or its Subsidiaries'
consolidated net income for such period; (v) decreased by the amount of revenues
accrued by the Borrower and/or its Subsidiaries related to interest on Stranded
Cost Recovery Obligations of Subsidiaries of the Borrower, and increased by the
amount of operating expenses accrued by the Borrower and/or its Subsidiaries
related to interest on Stranded Cost Recovery Obligations of Subsidiaries of the
Borrower, in each case to the extent included in the computation of the
Borrower's and/or its Subsidiaries' consolidated net income for such period; and
(vi) increased by the amount of the non-cash write-offs associated with the
September 8, 2000 PSNH restructuring settlement (PUC order no. 23,549) to the
extent included in the computation of the Borrower's and/or its Subsidiaries'
consolidated net income for such period.

"Stranded Cost Recovery Obligations" means, with respect to any Person, such
Person's obligations to make principal, interest or other payments to the issuer
of stranded cost recovery bonds pursuant to a loan agreement or similar
arrangement whereby the issuer has loaned the proceeds of such bonds to such
Person.

(b) The following definitions set forth in the Section 1.01 of the Existing
Agreement are hereby amended and restated to read in their entirety as follows:

"Consolidated Interest Expense" means, for any period, the aggregate amount of
any interest required to be paid during such period by the Borrower and its
Subsidiaries on Debt (including the current portion thereof) (as determined on a
consolidated basis in accordance with generally accepted accounting principles),
excluding interest required to be paid on the Stranded Cost Recovery Obligations
of any Subsidiary of the Borrower.

"Debt" means, for any Person, without duplication, (i) indebtedness of such
Person for borrowed money, including but not limited to obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments
(excluding Stranded Cost Recovery Obligations which are non-recourse to such
Person), (ii) obligations of such Person to pay the deferred purchase price of
property or services (excluding any obligation of such Person to the United
States Department of Energy or its successor with respect to disposition of
spent nuclear fuel burned prior to April 3, 1983), (iii) obligations of such
Person as lessee under leases which shall have been or should be, in accordance
with generally accepted accounting principles, recorded as capital leases, (iv)
obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (i) through (iii), above, including
all Parent Support Obligations, (v) letters of credit, guaranties and other
forms of credit enhancement issued to support power sales and trading
activities, and (vi) liabilities in respect of unfunded vested benefits under
ERISA Plans.

"ERISA Plan Termination Event" means (i) a Reportable Event described in Section
4043 of ERISA and the regulations issued thereunder (other than a Reportable
Event not subject to the provision for 30-day notice to the PBGC under such
regulations) with respect to an ERISA Plan or an ERISA Multi- employer Plan, or
(ii) the withdrawal of the Borrower or any of its ERISA Affiliates from an ERISA
Plan or an ERISA Multi-employer Plan during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA, or (iii) the
filing of a notice of intent to terminate an ERISA Plan or an ERISA
Multi-employer Plan or the treatment of an ERISA Plan amendment as a termination
or of an ERISA Multi-employer Plan amendment as a termination under Section 4041
of ERISA, or (iv) the institution of proceedings to terminate an ERISA Plan or
an ERISA Multi-employer Plan by the PBGC, or (v) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any ERISA Plan or ERISA
Multi-employer Plan.

"Extraordinary Proceeds" shall mean, for any Person for any period, net proceeds
received by such Person during such period from (i) issuances of stranded cost
recovery bonds plus (ii) sales of assets by such Person or any of its
Subsidiaries not in the ordinary course of business plus (iii) the sale or
disposition (by way of merger, sale of capital stock, sale of assets or
otherwise) of any Subsidiary of such Person. For purposes of the foregoing, all
cash received by such Person from, or as a result of the sale or disposition of,
a Subsidiary shall be deemed to constitute "Extraordinary Proceeds" up to the
amount of proceeds received by, or as a result of the sale or disposition of,
such Subsidiary from such issuances and sales during the relevant period, net of
underwriting discounts and commissions, costs of sale and other, similar
transaction costs.

"First Mortgage Indenture" means, with respect to CL&P, the CL&P Indenture or
any successor thereto or replacement thereof; with respect to WMECO, the WMECO
Indenture or any successor thereto or replacement thereof; and with respect to
any other Person, an indenture or similar instrument pursuant to which such
Person may issue bonds, notes or similar instruments secured by a lien on all or
substantially all of such Person's fixed assets.

"Named Debt" means Debt of HWP under (i) the Reimbursement and Security
Agreement (1988 Series), dated as of November 3, 1999, as amended or extended
from time to time, between HWP and The Toronto-Dominion Bank and (ii) the
Reimbursement and Security Agreement (1990 Series), dated as of November 3,
1999, as amended or extended from time to time, between HWP and The Toronto-
Dominion Bank.

"Operating Cash Flow" shall mean, for any period, the sum of the following
amounts: (1) dividends paid to the Borrower by a Subsidiary thereof during such
period; (2) consulting and management fees paid to the Borrower for such period;
(3) tax sharing payments made to the Borrower during such period; (4) interest
and other distributions paid to the Borrower during such period with respect to
cash (e.g., NU System Money Pool) and other Permitted Investments of the
Borrower; and (5) other cash payments made to the Borrower by its Subsidiaries
other than (A) returns of invested capital, (B) payments of the principal on
Debt of any such Subsidiary to the Borrower (to the extent permitted hereunder)
and (C) Extraordinary Proceeds. If at any time there shall exist an event or
condition which permits any holder to accelerate the maturity date of any Debt
of, or terminate its commitment to extend credit to any Subsidiary, then the
contributions of such Subsidiary to Operating Cash Flow for any period ending at
or prior to such time shall be eliminated and Operating Cash Flow shall be
calculated after giving effect to such elimination.

"Principal Subsidiary" shall mean CL&P, WMECO, PSNH, HWP, NAEC, Select Energy,
Inc., HEC Inc., Northeast Generation Company, Mode One Communications, Inc.,
Yankee Gas Services Company, and any other Subsidiary, whether owned directly or
indirectly by the Borrower, which, with respect to the Borrower and its
Subsidiaries taken as a whole, represents at least ten percent (10%) of such
Borrower's consolidated assets or such Borrower's consolidated net income (or
loss).

(c) The definition of "Consolidated Operating Income" is hereby deleted from
Section 1.01 of the Existing Agreement.


SECTION 4.02.  Amendments to Section 7.02 (Negative Covenants).  Section 7.02
of the Existing Credit Agreement is hereby amended and restated to read in
its entirety as follows:


SECTION 7.02. Negative Covenants. On and after the Closing Date, and so long as
any Note shall remain unpaid or any Lender shall have any Commitment hereunder,
the Borrower shall not, or permit any Principal Subsidiary to, without the
written consent of the Majority Lenders:

(a)  Liens, Etc.  Create incur, assume or suffer to exist any Lien upon any
of its properties or assets (including the stock of its Subsidiaries),
whether now owned or hereafter acquired, except:

(i)  any Liens existing on the Closing Date;

(ii) in the case of CL&P, Liens created by the Indenture of Mortgage and Deed of
Trust dated as of May 1, 1921, from CL&P to Bankers Trust Company, as trustee,
as previously and hereafter amended and supplemented (the "CL&P Indenture");

(iii) in the case of WMECO, Liens created by the First Mortgage Indenture and
Deed of Trust dated as of August 1, 1954, from WMECO to State Street Bank and
Trust Company, as successor trustee, as previously and hereafter amended and
supplemented (the "WMECO Indenture");

(iv) in the case of PSNH, Liens created by the General and Refunding Mortgage
Indenture, dated as of August 15, 1978, between PSNH and New England Merchants
National Bank, as trustee, and to which First Union National Bank is successor
trustee, as previously and hereafter amended and supplemented (the "PSNH
Indenture");

(v) in the case of NAEC, Liens created by the First Mortgage Indenture and Deed
of Trust, dated as of June 1, 1992, between NAEC and United States Trust Company
of New York, as trustee, as previously and hereafter amended and supplemented
(the "NAEC Indenture");

(vi)  as permitted by Section 7.02(f) hereof;

(vii) Liens on the interests of CL&P and WMECO in (A) the Millstone Unit No. 1
created by (1) the Open-End Mortgage and Trust Agreement dated as of October 1,
1986, as previously and hereafter amended, made by CL&P in favor of State Street
Bank and Trust Company, as successor trustee, and (2) the Open-End Mortgage and
Trust Agreement dated as of October 1, 1986, as previously and hereafter
amended, made by WMECO in favor of State Street Bank and Trust Company, as
successor trustee, to the extent of the Debt from time to time secured by such
Open-End Mortgages and Trust Agreements, and (B) Millstone Unit No. 2 and
Millstone Unit No. 3 created by (1) the Open-End Mortgage, dated as of November
17, 2000, made by CL&P in favor of Citibank, N.A., as collateral agent, and (2)
the Open-End Mortgage, dated as of November 17, 2000, made by WMECO in favor of
Citibank, N.A., as collateral agent, to the extent of the Debt secured by such
Open-End Mortgages;

(viii) "Permitted Liens" or "Permitted Encumbrances" under the CL&P Indenture
(in the case of CL&P), the WMECO Indenture (in the case of WMECO), the PSNH
Indenture (in the case of PSNH) or the NAEC Indenture (in the case of NAEC), in
each case as such terms are defined on the date hereof, to the extent such Liens
do not secure Debt of the Borrower or any Principal Subsidiary;

(ix) any purchase money Lien or construction mortgage on assets hereafter
acquired or constructed by the Borrower or any Principal Subsidiary and any Lien
on any assets existing at the time of acquisition thereof by the Borrower or
such Principal Subsidiary or created within 180 days from the date of completion
of such acquisition or construction; provided that such Lien shall at all times
be confined solely to the assets so acquired or constructed and any additions
thereto;

(x) any existing Liens on assets now owned by the Borrower or any Principal
Subsidiary and Liens existing on assets of a corporation or other going concern
when it is merged into or with the Borrower or such Principal Subsidiary or when
substantially all of its assets are acquired by the Borrower or such Principal
Subsidiary; provided that such Liens shall at all times be confined solely to
such assets, or if such assets constitute a utility system, additions to or
substitutions for such assets;

(xi) Liens resulting from legal proceedings being contested in good faith by
appropriate legal or administrative proceedings by the Borrower or any Principal
Subsidiary, and as to which the Borrower or such Principal Subsidiary, to the
extent required by generally accepted accounting principles applied on a
consistent basis, shall have set aside on its books adequate reserves;

(xii)  Liens created in favor of the other contracting party in connection
with advance or progress payments;

(xiii) any Liens in favor of any state of the United States or any political
subdivision of any such state, or any agency of any such state or political
subdivisions, or trustee acting on behalf of holders of obligations issued by
any of the foregoing or any financial institutions lending to or purchasing
obligations of any of the foregoing, which Lien is created or assumed for the
purpose of financing all or part of the cost of acquiring or constructing the
property subject thereto;

(xiv) Liens resulting from conditional sale agreements, capital leases or other
title retention agreements including, without limitation, Liens arising under
leases of nuclear fuel from the Niantic Bay Fuel Trust;

(xv) with respect to pollution control bond financings, Liens on funds, accounts
and other similar intangibles of the Borrower or any Principal Subsidiary
created or arising under the relevant indenture, pledges of the related loan
agreement with the relevant issuing authority and pledges of the Borrower's or
such Principal Subsidiary's interest, if any, in any bonds issued pursuant to
such financings to a letter of credit bank or bond issuer or similar credit
enhancer;

(xvi) Liens granted on accounts receivable and Regulatory Assets in connection
with financing transactions, whether denominated as sales or borrowings;

(xvii) Liens on the assets of, or the stock issued by, Northeast Generation
Company or any other Subsidiary of the Borrower created to hold generating
assets if such Liens are created to secure nonrecourse Debt incurred to acquire,
construct or otherwise develop such generating assets;

(xviii)  Liens on assets of HWP permitted to exist by the terms of agreements
governing the Named Debt;

(xix)  any other Liens incurred in the ordinary course of business otherwise
than to secure Debt; and

(xx) any extension, renewal or replacement of Liens permitted by clauses (i),
(vii) through (x) and (xii) through (xvii); provided, however, that the
principal amount of Debt secured thereby shall not, at the time of such
extension, renewal or replacement, exceed the principal amount of Debt so
secured and that such extension, renewal or replacement shall be limited to all
or a part of the property which secured the Lien so extended, renewed or
replaced or to other property of no greater value than the property which
secured the Lien so extended, renewed or replaced.

(b) Mergers, Acquisitions, Sales of Assets, Etc. Merge with or into or
consolidate with or into, any Person, or purchase or otherwise acquire (whether
directly or indirectly) all or substantially all of the assets or stock of any
class of, or any partnership or joint venture interest in, any other Person, or
sell, transfer, convey, lease or otherwise dispose of all or any substantial
part of its assets; except for the following, and then only after receipt of all
necessary corporate and governmental or regulatory approvals and provided that,
before and after giving effect to any such merger, consolidation, purchase,
acquisition, sale, transfer, conveyance, lease or other disposition, no Event of
Default or Unmatured Default shall have occurred and be continuing:

(A)  NU may merge with or into Consolidated Edison, Inc. or a wholly owned
Subsidiary thereof;

(B) NU or any Subsidiary thereof may enter into such transactions with third
parties if the aggregate consideration involved in all such transactions does
not exceed $25,000,000 and if NU or such Subsidiary is the surviving legal
entity of any such transaction;

(C) any purchase or acquisition of a joint venture interest in a mutual
insurance company providing nuclear liability or nuclear property or replacement
power insurance;

(D) any sale of accounts receivable on reasonable commercial terms (including a
commercially reasonable discount) to obtain funding for CL&P and WMECO, as the
case may be;

(E) any sale or purchase of generating assets or Regulatory Assets on an
arms-length basis, subject to approval by the appropriate regulatory
authorities;

(F)  any sale of transmission assets on an arms-length basis as required by
the appropriate regulatory authorities; and

(G) the sale of the Borrower's or any Principal Subsidiary's assets in the
ordinary course of business on customary terms and conditions. For purposes of
this subsection (b), any sale of assets by the Borrower or any Principal
Subsidiary (in one or a series of transactions) will be deemed to be a
"substantial part" of its assets if (i) the book value of such assets exceeds
7.5% of the total book value of the assets (net of Regulatory Assets) of such
Person, as reflected in the most recent financial statements of the Borrower or
such Principal Subsidiary delivered to the Administrative Agent pursuant to
Section 7.04 hereof (or, if no such financial statements have been delivered to
the Administrative Agent as of the relevant date of determination, the Financial
Statements of such Person), or (ii) the gross revenue associated with such
assets accounts for more than 7.5% of the total gross revenue of the Borrower or
such Principal Subsidiary for the four proceeding fiscal quarters, as reflected
in the most recent financial statements of the Borrower or such Principal
Subsidiary delivered to the Administrative Agent pursuant to Section 7.04 hereof
(or, if no such financial statements have been delivered to the Administrative
Agent as of the relevant date of determination, the Financial Statements of such
Person).

(c) Compliance with ERISA. (i) Terminate, or permit any of its ERISA Affiliates
to terminate, any ERISA Plan so as to result in any liability of the Borrower or
any Principal Subsidiary to the PBGC in an amount greater than $1,000,000, or
(ii) permit to exist any occurrence of any Reportable Event (as defined in Title
IV of ERISA) which, alone or together with any other Reportable Event with
respect to the same or another ERISA Plan, has a reasonable possibility of
resulting in liability of the Borrower or any Principal Subsidiary to the PBGC
in an aggregate amount exceeding $1,000,000, or any other event or condition
which presents a material risk of such a termination by the PBGC of any ERISA
Plan or has a reasonable possibility of resulting in a liability of the Borrower
or any Principal Subsidiary to the PBGC in an aggregate amount exceeding
$1,000,000.

(d) Accounting Changes. Make any change in its accounting policies or reporting
practices except as required or permitted by the Securities and Exchange
Commission, the Financial Accounting Standards Board or any other generally
recognized accounting authority.

(e) Transactions with Affiliates. Engage in any transaction with any Affiliate
except (i) in accordance with the Public Utility Holding Company Act of 1935, to
the extent applicable thereto or (ii) on terms no less favorable to the Borrower
or the Principal Subsidiary party thereto than if the transaction had been
negotiated in good faith on an arms-length basis with a non-Affiliate and on
commercially reasonable terms or pursuant to a binding agreement in effect on
the Closing Date.

(f) Issuance of First Mortgage Bonds. In the case of Principal Subsidiaries
only, issue any First Mortgage Bonds on or after the Closing Date, whether in
addition to First Mortgage Bonds outstanding on the Closing Date or in
replacement of First Mortgage Bonds redeemed, retired, defeased, repaid or
prepaid on or after the Closing Date; provided, that (i) Yankee Gas Services
Company may issue First Mortgage Bonds, the proceeds of which are used to
refinance not more than $200,000,000 of Debt incurred by NU in connection with
the acquisition by NU of Yankee Energy System Inc., and (ii) Northeast
Generation Company may issue First Mortgage Bonds for the purpose of refinancing
up to $416,000,000 of its secured Debt outstanding on the Closing Date, to the
extent that the principal amount of any such First Mortgage Bonds is less than
or equal to the principal amount of the Debt so refinanced plus up to six months
of accrued interest on such Debt, determined at the time of the refinancing;
provided, that in no event shall the amount of First Mortgage Bonds issued by
Northeast Generation Company exceed $440,000,000.

(g) Interests in Nuclear Plants. Acquire any nuclear plant or any interest
therein not held on the Closing Date, other than so-called "power entitlements"
acquired for use in the ordinary course of business.

(h) Debt. Create, incur, assume or suffer to exist, any Debt of NU, NU
Enterprises, Inc. or any Subsidiary of NU Enterprises, Inc., other than (i) Debt
under the Loan Documents; (ii) other Debt in existence on the Closing Date, and
any renewal or replacement thereof by the debtor thereunder so long as such
renewal or replacement does not result in an increase in the amount of such Debt
or require, when compared to the Debt being renewed or replaced, additional
credit support or credit support of a different character (including, without
limitation, any collateral) that has not been first offered to the Lenders;
(iii) Parent Support Obligations in an amount not to exceed $500,000,000 at any
one time outstanding; (iv) Debt incurred by HEC Inc. in an aggregate principal
amount not to exceed $35,000,000; (v) in the case of NU Enterprises, Inc. and
its Subsidiaries, Debt owing to NU, NU Enterprises, Inc. or the NU System Money
Pool; and (vi) as permitted by Section 7.02(f) above.

(i) Investments. With respect to the Borrower only, purchase, hold or acquire
any capital stock, evidences of indebtedness or other securities (including any
option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, guarantee any obligations of, or make
or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person constituting a business unit (each of the
foregoing, an "Investment"), except (i) equity and debt investments in
(including NU System Money Pool advances to) Select Energy Inc. in an aggregate
amount not to exceed $200,000,000; (ii) NU System Money Pool advances (other
than to Select Energy Inc.) in an aggregate amount not to exceed $100,000,000 at
any one time outstanding; (iii) other debt and equity investments in
Subsidiaries of the Borrower (other than NU System Money Pool advances and other
than in Select Energy Inc.) in an aggregate amount not to exceed $100,000,000
from and after the Closing Date; (iv) the issuance of up to $35,000,000 in
construction completion and similar performance guaranties on behalf of HEC Inc.
from and after the Closing Date; (v) Investments permitted by subsections (b)
and (h) above; (vi) Investments other than (A) those enumerated in clauses (i)
through (v) above and (B) NU System Money Pool Advances, in each case, made
prior to the Closing Date; and (vii) Permitted Investments.

(j) Restricted Payments. With respect to the Borrower only, declare or make, or
agree to pay or make, directly or indirectly, any Restricted Payment, except
that the Borrower may (i) pay dividends to its common stockholders in an
aggregate amount not to exceed $60,000,000 during any 12- month period beginning
or ending on the Closing Date or any day thereafter until and including the
Termination Date, and (ii) redeem or repurchase capital stock for an aggregate
amount not in excess of $215,000,000 in connection with the acquisition of
Yankee Energy System Inc..

(k) Financing Agreements. With respect to the Borrower only, permit any
Principal Subsidiary to enter into any agreement, contract, indenture or similar
obligation, or issue any security (all of the foregoing being referred to as
"Financing Agreements"), that is not in effect on the Closing Date, or amend or
modify any existing Financing Agreement, if the effect of such Financing
Agreement (or amendment or modification thereof) is to impose any additional
restriction not in effect on the Closing Date on the ability of such Principal
Subsidiary to pay dividends to the Borrower; provided, that the foregoing shall
not restrict the right of Northeast Generation Company, or any other Subsidiary
of the Borrower created to hold generating assets, to enter into any such
Financing Agreement in connection with the incurrence of nonrecourse Debt to
acquire, construct or otherwise develop generating assets.

SECTION 4.03.  Amendments to Section 7.03 (Financial Covenants).  Section
7.03 of the Existing Credit Agreement is hereby amended and restated to read
in its entirety as follows:

SECTION 7.03. Financial Covenants. On and after the Closing Date, so long as any
Note shall remain unpaid or any Lender shall have any Commitment hereunder, the
Borrower shall, unless the Majority Lenders shall otherwise consent in writing:

(a)  Common Equity Ratio.  Maintain at all times a ratio of Common Equity to
Total Capitalization of at least 0.30:1:00.

(b) Interest Coverage Ratio. Maintain, as of the end of each Fiscal Quarter,
with respect to the four Fiscal Quarters then ended, a ratio of Consolidated
EBIT to Consolidated Interest Expense of at least (i) 2.00:1:00 with respect to
the four Fiscal Quarters ending December 31, 2000 and March 31, 2001, and (ii)
2.20:1.00 with respect to any period of four Fiscal Quarters ending after March
31, 2001.

(c) Cash Flow Ratio. Maintain, as of the end of each Fiscal Quarter, with
respect to the four Fiscal Quarters then ended, a ratio of Operating Cash Flow
to Fixed Charges of at least 1.50:1.00.

SECTION 4.04.  Reference to and Effect on Other Documents.

(a) On and after the date this Amendment becomes effective in accordance with
Article III, below, each reference in the Existing Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Existing Agreement, and each reference in the Notes to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the Existing
Agreement, shall mean and be a reference to the Amended Agreement.

(b) Except as specifically amended above, the Existing Agreement is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of the Lenders or of the Administrative Agent under the Existing
Agreement, nor constitute a waiver of any provision of any of the foregoing.


ARTICLE V

Conditions Precedent to EFFECTIVENESS


SECTION 7.01.  Conditions Precedent to Effectiveness.  This Amendment shall
not become effective unless and until all of the following conditions
precedent shall have been satisfied:

(a) The Administrative Agent shall have received the following, each dated the
date of this Amendment, in form and substance reasonably satisfactory to the
Administrative Agent and its counsel:

(i)  counterparts of this Amendment duly executed by the Borrower and the
Majority Lenders;

(ii)  an opinion of Jeffrey C. Miller, Associate General Counsel to the
Borrower, in form and substance satisfactory to the Administrative Agent and
its counsel;

(iii) copies of all approvals, authorizations or consents of, or notices to or
registrations with, any governmental body or agency required for the Borrower to
enter into this Amendment, and of all such approvals, authorizations, notices or
registrations required to be obtained or made by the Borrower in connection with
the transactions contemplated by this Amendment, other than, in each case, those
previously delivered to the Administrative Agent pursuant to the Existing
Agreement;

(iv) a certificate of the Borrower certifying the names and true signatures of
the individuals authorized to sign this Amendment and the other documents to be
delivered by the Borrower hereunder; and

(v) such other documents, instruments, approvals (and, if requested by the
Administrative Agent, certified duplicates of executed copies thereof) or
opinions as the Administrative Agent may reasonably request.

(b) No Default or Event of Default shall have occurred and be continuing or
would result from the issuance of this Amendment, and the Administrative Agent
shall have received a certificate to such effect signed by a senior officer of
the Borrower and dated such date.


ARTICLE VIII

Representations and Warranties

SECTION 8.01.  Representations and Warranties of the Borrower.  The Borrower
represents and warrants to the Lenders as follows:

(a) Organization. The Borrower is a voluntary association organized under a
Declaration of Trust, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has the requisite power
under its Declaration of Trust and authority to own its property and assets and
to carry on its business as now conducted. Commonwealth of Massachusetts.

(b) Authorization; No Conflict. The execution and delivery of this Amendment,
and the performance by the Borrower of its obligations under this Amendment and
the Amended Agreement are within the Borrower's powers under its Declaration or
Trust, have been duly authorized by all necessary action under its Declaration
of Trust and applicable law, and do not and will not contravene (i) the
Borrower's Declaration of Trust or any law or legal restriction or (ii) any
contractual restriction binding on or affecting the Borrower or its properties.

(c) Governmental Approvals. No authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body is
required for the due execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of this Amendment and the Amended Agreement
except for the approval, which has already been obtained and is in full force
and effect, of the United States Securities and Exchange Commission.

(d) Validity and Binding Nature. This Amendment and the Amended Agreement are
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms.

(e) Information. No exhibit, schedule, report or other written information
provided by the Borrower or its agents to the Administrative Agent or the
Lenders in connection with the negotiation, execution and closing of this
Amendment knowingly contained when made any material misstatement of fact or
knowingly omitted to state any material fact necessary to make the statements
contained therein not misleading in light of the circumstances under which they
were made.


ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Costs, Expenses and Taxes. The Borrower agrees to pay on demand
all reasonable costs and expenses in connection with the preparation, execution,
delivery, filing, administration and enforcement of this Amendment and any other
documents delivered in connection with or related to this Amendment, including
the reasonable fees and expenses of counsel for the Bank with respect thereto.

SECTION 9.02.  Governing Law.  This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of New
York.

SECTION 9.03.  Headings.  Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose.

SECTION 9.04. Limitation of Liability. The Declaration of Trust of Northeast
Utilities provides that no shareholder shall be held to any liability whatever
for the payment of any sum of money or for damages or otherwise under any
contract, obligation, or undertaking made, entered into or issued by the
trustees of Northeast Utilities or by any officer, agent or representative
elected or appointed by the trustees, and no such contract, obligation or
undertaking shall be enforceable against the trustees or any of them in their
individual capacities or capacity and all such contracts, obligations and
undertakings shall be enforceable only against the trustees as such, and every
person, firm, association, trust and corporation having any claim or demand
arising out of any such contract, obligation or undertaking shall look only to
the trust estate for the payment or satisfaction thereof.

S - 2

Signature Page to First Amendment

S - 1

Signature Page to First Amendment

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers hereunto duly authorized as
of the date first above written.

NORTHEAST UTILITIES


By:
Title:


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as Bank and as
Administrative Agent


By
Name:
Title:



BARCLAYS BANK PLC


By
Name:
Title:


THE BANK OF NEW YORK, as Bank and as Documentation Agent


By
Name:
Title:


FLEET NATIONAL BANK, as Syndication Agent


By
Name:
Title:


FLEET NATIONAL BANK, as Trust Administrator for LongLane Master Trust IV, as
Bank


By
Name:
Title:



COMMERZBANK AG


By
Name:
Title:


By
Name:
Title:


HEWLETT-PACKARD MASTER TRUST


By
Name:
Title:



IBM RETIREMENT PLAN


By
Name:
Title:


LUCENT TECHNOLOGIES INC.
MASTER PENSION TRUST


By
Name:
Title:


KZH LANGDALE LLC


By
Name:
Title:


VAN KAMPEN MERRITT PRIME RATE
INCOME TRUST


By
Name:
Title: