Exhibit 10.23.10

                          EIGHTIETH AGREEMENT AMENDING
                        NEW ENGLAND POWER POOL AGREEMENT
                                (GIS AGREEMENT)

     THIS EIGHTIETH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT, dated
as of October 12, 2001 ("Eightieth Agreement"), amends the New England Power
Pool Agreement (the "NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was amended
and restated by the Thirty-Third Agreement Amending New England Power Pool
Agreement dated as of December 1, 1996 (the "Thirty-Third Agreement") in the
form of the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A thereto, and
the Thirty-Third Agreement also provided for the NEPOOL Open Access Transmission
Tariff (the "NEPOOL Tariff") which is Attachment B to the Restated NEPOOL
Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff have
subsequently been amended numerous times, the most recent amendment dated as of
September 24, 2001; and

     WHEREAS, the Participants desire to amend the NEPOOL Agreement, including
the NEPOOL Tariff, to reflect the revisions detailed herein.

     NOW, THEREFORE, upon approval of this Eightieth Agreement by the NEPOOL
Participants Committee in accordance with the procedures set forth in the
NEPOOL Agreement, the Participants agree as follows:

                                   SECTION 1
                         AMENDMENT TO NEPOOL AGREEMENT

1.1  Amendment to Section 19.3(a) of the NEPOOL Agreement. The following is
     added at the end of Section 19.3(a) of the NEPOOL Agreement:

     Without limiting the generality of the foregoing, the Restructuring
     Expense shall also include all expenses incurred by NEPOOL in connection
     with its generation information system (the "GIS"), including without
     limitation all amounts payable by NEPOOL to the entity or entities that
     develop, administer, operate and maintain the GIS for those services;
     provided, however, that such amounts will be allocated to and paid by the
     Participants that, with respect to their retail loads, are subject from
     time to time to any statutes, regulations or orders or decisions of courts
     and governmental agencies in effect in New England requiring (a) the
     disclosure of the fuel source, emissions and/or other attributes of the
     generation used in providing electric service to retail customers, (b) the
     inclusion of specified amounts of generation with particular attributes in
     the generation used in providing electric service to retail customers,
     and/or (c) that generation falling within specified emission limits be used
     to serve retail customers, with such allocation


       and payment to be made according to the direction of the Participants
       Committee from time to time.



                                   SECTION 2
                           AMENDMENT TO NEPOOL TARIFF

2.1    Amendment to Section 3.3(a) of the NEPOOL Billing Policy.  Section 3.3(a)
       of the NEPOOL Billing Policy included as Attachment N to the NEPOOL
       Tariff shall be amended as follows:

       Priority of Payments.  The ISO shall use moneys received by it from
       Participants and Non-Participant Transmission Customers to pay all
       amounts due to the ISO under the ISO Tariff, the ISO Capital Funding
       Tariff and the ISO Agreement and all amounts due to the ISO for acting as
       Project Manager for NEPOOL's generation information system (the "GIS")
       before making any payments to any Participants or Non-Participant
       Transmission Customers. After paying all amounts due to the ISO but prior
       to making any payments to any Participants or Non-participant
       Transmission Customers, the ISO shall use moneys received by it from
       Participants and Non-Participant Transmission Customers to pay all
       amounts due from NEPOOL to the entity or entities that develop,
       administer, operate and maintain the GIS for those services.

2.2    Amendment to Section 3.3(f)(i) of the NEPOOL Billing Policy.  The first
       sentence of Section 3.3(f)(i) of the NEPOOL Billing Policy included as
       Attachment N to the NEPOOL Tariff shall be amended to read as follows:

       If and to the extent that the procedures described in clauses (b), (c),
       (d) and (e) above do not yield sufficient funds to pay all Remittance
       Advice amounts in full (after payment of amounts due to the ISO and to
       the entity or entities that develop, administer, operate and maintain the
       GIS for those services, in accordance with clause (a) above) or the date
       such Payments are due, the ISO shall reduce Payments to those
       Participants owed monies for that billing period (the "Default Period"),
       pro rata based on the amounts owed to such Participants, to the extent
       necessary to clear its accounts by the close of banking business on the
       date such Payments are due.



                                   SECTION 3
                                 MISCELLANEOUS

3.1    This Eightieth Agreement shall become effective on January 1, 2002, or on
       such other date as the Commission shall provide that the amendments
       reflected herein shall become effective.

3.2    Terms used in this Eightieth Agreement that are not defined herein shall
       have the meanings ascribed to them in the NEPOOL Agreement.


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