Exhibit 10.35.5


                               AMENDMENT NO. 5 TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
              FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES


The Supplemental Executive Retirement Plan for Officers of Northeast Utilities
System Companies, as amended, is further amended, effective November 1, 2001, as
follows:

A.   Article I is amended to read in its entirety as follows:

     The purpose of this Supplemental Executive Retirement Plan for Officers of
Northeast Utilities System Companies (the "Plan") is to provide certain
executives with (i) the benefits that would have been provided to them under the
Northeast Utilities Service Company Retirement Plan (the "Retirement Plan") if
compensation and benefits were not subject to the limitations imposed by
Sections 401(a)(17)and 415 of the Code and if certain awards to Participants
under the Northeast Utilities' executive incentive plans (including the
Northeast Utilities Executive Incentive Compensation Program (the "EICP"), and
the Northeast Utilities Executive Incentive Plan (the "EIP Incentive Plan"), and
the Northeast Utilities Incentive Plan (the "IP") and other similar plans which
may be adopted from time to time, each an "Incentive Plan" and in the aggregate,
"Incentive Plans") were included in the benefit calculations under the
Retirement Plan, and (ii) a supplemental retirement benefit in addition to the
retirement benefit provided under the Retirement Plan and the benefits described
in clause (i) above. The Plan is not intended to meet the qualification
requirements of Section 401 of the Code.

B.   The definition of "Committee" is amended to read in its entirety
     as follows:

     "Committee" shall mean the Compensation Committee that has been established
by the Board, or any subsequent committee of the Board that has primary
responsibility for compensation policies. In the absence of such a committee,
"Committee" shall mean the Board or any committee of the Board designated by the
Board to perform the functions of the Committee under the Plan.

C.   The definition of Compensation is amended to read in its entirety
     as follows:

     "Compensation" shall have the same meaning as provided in the Retirement
Plan, but shall also include amounts disregarded pursuant to Section 401(a)(17)
of the Code, amounts (included in Compensation as earned) receipt of which is
deferred by a Participant pursuant to a plan or agreement which is not qualified
under the Code, and, for any period in question, awards under the EICP and the
Incentive Plans to


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the extent made with respect to performance during such period, each such award
to be allocated on a pro rata basis to each of the calendar months in the period
to which it relates. Effective November 1, 2001, Long-Term Incentive
Compensation Awards made under Incentive Plans after November 1, 2001 shall not
be included in Compensation for purposes of this Plan, except that each
individual who was a Participant prior to November 1, 2001 shall have credited
to his or her Compensation in February each year while a Participant, in the
same manner as such amount was credited in 2001, the "target" value of the stock
option grants made to such Participant in February, 2001. For purposes of
computing the value of a Participant's awards under the EICP and the Incentive
Plans, awards made in common shares of Northeast Utilities shall be valued by
multiplying the per share New York Stock Exchange closing price on the date the
award is approved by the Board by the number of shares awarded to such
Participant. Notwithstanding the foregoing, if a Participant may become entitled
to receive an award or awards under the EICP or the Incentive Plans, and if the
amount of such award(s), if any, will be determined after the date on which the
Participant's Credited Service ends, then a provisional calculation of the
Participant's Compensation during the period to which such award(s) relates
(hereinafter the "Provisional Calculation") shall be made on or before the date
the Participant's Credited Service ends, and benefits payable to the Participant
under this Plan shall be based upon the Participant's Compensation as determined
under the Provisional Calculation until such calculation is replaced as
hereinafter provided. A Participant's Compensation shall be determined under the
Provisional Calculation by including the entire target amount of any award to
the Participant under the EICP and the Incentive Plans as Compensation in the
manner described in the first two sentences of this definition in the calendar
month in which such award is paid to the Participant. The Provisional
Calculation shall be replaced by a permanent calculation of Compensation
(hereinafter the "Permanent Calculation") at the earliest possible date at which
the amount of all awards that the Participant may become entitled to receive
under the EICP and the Incentive Plans has been determined, and as of such date
the Participant's benefit under this Plan shall be recalculated and thereafter
paid based upon the Participant's Compensation as determined under the Permanent
Calculation. The Permanent Calculation of a Participant's Compensation shall be
determined by including as Compensation the amount of awards, if any, to the
Participant under the EICP and the Incentive Plans that are determined after the
date on which the Participant's Credited Service ends in the manner described in
the first two sentences of this definition. If the amount of the Participant's
benefit under this Plan as determined under the Permanent Calculation is greater
than the amount of such benefit as determined under the Provisional Calculation,
then the Employer shall make a lump sum payment to the Participant within 30
days following the date on which the Permanent Calculation is determined equal
to the difference between (i) the sum of the benefit payment(s) that would have
been made to the Participant hereunder from the date such payment(s) commenced
until the date on which the Permanent Calculation was determined if such
benefit(s) had been calculated based on the Participant's Compensation as
determined under the Permanent Calculation, and (ii) the actual benefit
payment(s) made to the Participant hereunder for such period. If the amount of
the


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Participant's benefit under this Plan as determined under the Permanent
Calculation is less than the amount of such benefit as determined under the
Provisional Calculation, then each of the Participant's benefit payments after
the date on which the Permanent Calculation is determined shall be reduced by
the amount that each benefit payment determined under the Provisional
Calculation exceeded the benefit payment that would have been made under the
Permanent Calculation until such time as the total amount of said reductions
equals the difference between (i) the actual benefit payment(s) made to the
Participant hereunder from the date such payment(s) commenced until the date on
which the Permanent Calculation was determined, and (ii) the sum of such benefit
payment(s) that the Participant would have received hereunder for such period if
such benefit had been calculated based on the Participant's Compensation as
determined under the Permanent Calculation.

D.   New definitions are added to Article II to read as follows:

     "Incentive Plan" or "Incentive Plans" shall have the meaning given such
terms in Article I.

     "Long Term Incentive Compensation Awards" shall mean those awards under
Incentive Plans which are intended to reward performance over a performance
period of more than one year, including (a) performance units, restricted stock
and similar awards, whether in cash or shares, which by their terms do not vest
within a year from the grant date and (b) stock options and stock appreciation
rights. Annual bonus amounts payable in forms other than cash shall not be
considered Long Term Incentive Compensation Awards for purposes of this Plan.


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