-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DQjytnzmewqvISvdqRq1CuomTsbn2UZW8skPUeuIh9P0MOHp61ySQH7pc+X/nJCa JOUuXDk7+/oEt0z7scg37Q== 0000072741-97-000073.txt : 19970502 0000072741-97-000073.hdr.sgml : 19970502 ACCESSION NUMBER: 0000072741-97-000073 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 47 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970501 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-05324 FILM NUMBER: 97593062 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 U5S 1 Commission File Number: 30-246 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM U5S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996 Filed pursuant to the Public Utility Holding Company Act of 1935 by NORTHEAST UTILITIES 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010 (Corporate Address) Selden Street, Berlin, Connecticut 06037-1616 (Principal Headquarters) NORTHEAST UTILITIES FORM U5S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1996 TABLE OF CONTENTS ITEM PAGE 1. System Companies and Investments Therein.................... 2 2. Acquisitions or Sales of Utility Assets..................... 7 3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities 7 4. Acquisition, Redemption or Retirement of System Securities.. 8 5. Investments in Securities of Nonsystem Companies............ 11 6. Officers and Directors...................................... 12 7. Contributions and Public Relations.......................... 38 8. Service, Sales and Construction Contracts................... 38 9. Wholesale Generators and Foreign Utility Companies.......... 40 10. Financial Statements and Exhibits........................... 45 Report of Independent Public Accountants.............. F-1 Signature............................................. F-2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 Name of Company No. of Issuer Owner's Name of Owner Name of Issuer Common Shares % of Book Value Book Value Shares Owned Voting Power (000's) (000's) Northeast Utilities(NU)(1) The Connecticut Light and Power Company (CL&P) (3)* 12,222,930 100 $1,313,296 $1,313,296 Public Service Company of New Hampshire (PSNH) (3)* 1,000 100 597,750 597,750 Western Massachusetts Electric Company (WMECO) (2) (3) 1,072,471 100 274,768 274,768 North Atlantic Energy Corporation (NAEC) (3) 1,000 100 214,749 214,749 Holyoke Water Power Company (HWP) (3)* 480,000 100 19,892 19,892 Northeast Utilities Service Company (NUSCO) (4) 1 100 1 1 Northeast Nuclear Energy Company (NNECO) (5) 1,500 100 16,232 16,232 North Atlantic Energy Service Corporation (NAESCO) (6) 1,000 100 11 11 The Rocky River Realty Company (RRR) (7) 100 100 684 684 The Quinnehtuk Company (7) 3,500 100 -1,654 -1,654 Charter Oak Energy, Inc. (COE) (8)* 100 100 69,525 69,525 HEC Inc. (9)* 100 100 3,804 3,804 NUSCO Energy Partners, Inc. (10) 100 100 -412 -412 Mode 1 Communications, Inc. (Mode 1) (11) 100 100 6,338 6,338 The Connecticut Light and Research Park, Incorporated 50 100 56 56 Power Company (2)(3)*** CL&P Capital, L.P. -- 100 3,100 3,100 The City and Suburban Electric and Gas Company** 100 100 1 1 Electric Power, Incorporated** 100 100 1 1 Noninterest Bearing Advance 1 1 The Connecticut Transmission Corporation** 200 100 5 5 The Connecticut Steam Company** 10 100 1 1 The Nutmeg Power Company** 60 100 2 2 Public Service Company Properties, Inc. (7) 200 100 1,270 1,270 of New Hampshire (2) (3) Interest Bearing Advance 5,342 5,342 New Hampshire Electric Company** 1 100 1 1 Holyoke Water Power Holyoke Power and Electric Company 4,850 100 -294 -294 Company (3) Variable rate demand notes 424 424 Charter Oak Energy, Inc.(8) Charter Oak (Paris) Inc. 100 100 2,512 2,512 COE Development Corporation 100 100 8,185 8,185 COE (UK) Corp. 799 79.9 4,399 3,515 COE (Gencoe) Corp. 490 49 -55 -27 Promissory Note 757 371 COE Argentina I Corp. 100 100 10 10 COE Argentina II Corp. 100 100 19,634 19,634 COE Ave Fenix Corporation 100 100 18,385 18,385 COE Tejona Corporation 100 100 17,114 17,114 COE (Gencoe) Corp. (8) COE (UK) Corp. 201 20.1 3,809 766 HEC Inc. (9) HEC International Corporation 100 100 7 7 HEC Energy Consulting Canada Inc 100 100 24 24 Southwest HEC Energy Services L.L.C. -- 50 54 54 *Consolidated. **Inactive. ***Exempt holding company - see Commission Release Nos. 13048 and 14947.
(1) For information about NU's investment in the hydro-transmission companies, see Note A to Item 1. (2) For information regarding CL&P's, PSNH's, and WMECO's investment in regional nuclear generating companies, see Note A to Item 1. (3) Electric utility operating subsidiary. (4) Service company which provides support services for the NU system companies. (5) Agent for the NU system companies and other New England utilities in operating the Millstone nuclear generating facilities. (6) Agent for the joint owners in operating the Seabrook 1 nuclear generating facility. (7) Subsidiary which constructs, acquires, or leases some of the property and facilities used by one or more of the system companies. (8) Directly and through its subsidiaries, COE develops and invests in cogeneration, small power production, and other forms of nonutility generation and in exempt wholesale generators and foreign utility companies, as permitted under the Energy Policy Act of 1992. On March 25, 1997, the NU Board of Trustees approved the offering for the sale of COE, as COE no longer fits with NU's core business strategy of being a leading energy and energy services provider in the northeastern United States. NU hopes to complete a sale by late 1997. (9) Directly and through its subsidiaries, HEC provides energy management, demand-side management, and related consulting services for commercial, industrial, and institutional electric companies and electric utility companies. (10)NUSCO Energy Partners, Inc., a Connecticut corporation,commenced operations in October 1996. The corporation engages in the brokering, marketing, transportation, storage and sale of energy commodities at wholesale in designated geographic areas, and in the brokering and marketing of electricity to retail customers participating in various pilot programs. Effective April 1997, the company's name has been changed to Select Energy, Inc. (11)In June 1996, Mode 1 Communications, Inc., a Connecticut corporation, was formed for the purpose of investing in FiveCom LLC, its affiliate NECOM LLC and/or other affiliates for the construction of the New England Optical Network, a fiber-optic communications network to run throughout New England, and to participate in other associated transactions. NU has a 9.9 percent equity investment in FiveCom LLC, and a 40 percent equity investment in its affiliate, NECOM LLC. The company was formerly doing business under the name of NU/Mode 1 Communications, Inc. Effective February 1997, the name was changed to read as Mode 1 Communications, Inc.
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 (Continued) Note A: The following are CL&P's, PSNH's, and WMECO's total investments in regional nuclear generating companies and Northeast Utilities' investments in New England Hydro-Transmission Electric Company, Inc. and New England Hydro-Transmission Corporation: No. of Percentage of Carrying Value Name of Owner Name of Issuer Common Shares Voting Power to Owners Owned (000's) The Connecticut Light and Power Company: Connecticut Yankee Atomic Power Co. (b) 120,750 34.50% $ 36,954 Maine Yankee Atomic Power Co. 60,000 12.0 8,956 Vermont Yankee Nuclear Power Corp 37,242 9.5 5,161 Yankee Atomic Electric Co. (b) 37,583 24.5 5,854 Public Service Company of New Hampshire: Connecticut Yankee Atomic Power Co. (b) 17,500 5.0 5,558 Maine Yankee Atomic Power Co. 25,000 5.0 3,675 Vermont Yankee Nuclear Power Corp. 15,681 4.0 2,100 Yankee Atomic Electric Co. (b) 10,738 7.0 1,634 Western Massachusetts Electric Company: Connecticut Yankee Atomic Power Co. (b) 33,250 9.5 10,165 Maine Yankee Atomic Power Co. 15,000 3.0 2,247 Vermont Yankee Nuclear Power Corp. 9,800 2.5 1,363 Yankee Atomic Electric Co. (b) 10,738 7.0 1,673 Total System Investment: Connecticut Yankee Atomic Power Co. (b) 171,500 49.0 52,677 Maine Yankee Atomic Power Co. 100,000 20.0 14,878 Vermont Yankee Nuclear Power Corp. 62,723 16.0 8,624 Yankee Atomic Electric Co. (b) 59,059 38.5 9,161 Northeast Utilities: New England Hydro-Transmission Electric Company, Inc. 906,324 22.66 13,132 New England Hydro-Transmission Corp. 4,871 22.66 8,054 (b) Yankee Atomic Electric Co.'s and Connecticut Yankee Atomic Power Co.'s nuclear power plants were shut down permanently on February 26, 1992 and December 4, 1996, respectively.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS On June 21, 1996, CL&P entered into an operating lease agreement for CL&P to acquire the use of four turbine generators having an installed cost of approximately $70 million. The initial lease term is for a five-year period. The lease agreement provides for a renewal option under which CL&P may lease the turbines, at their fair market value, for five additional consecutive twelve-month renewal terms. The rental payments are based on a five-year floating interest rate. Upon termination of the lease agreement, ownership of the turbines will remain with the lessor. ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES Descriptions of transactions involving the issue, sale, pledge, guarantee or assumption of system securities, including short-term borrowings, have been filed pursuant to Rule 24, with the exception of certain NU guarantees incident to the procurement of surety bonds and the issue of certain securities, as described below. In the ordinary course of their business, the NU subsidiary companies are required to provide surety or performance bonds. From time to time, NU guarantees the payment of such a bond by its subsidiary through the indemnification of the surety company or agency which has agreed to provide the bond. NU's guarantee of these surety bonds is exempt from the provisions of Section 12(b) of the Public Utility Holding Company Act of 1935, pursuant to Rule 45(b)(6) thereunder. As of December 31, 1996, NU had $9,575,480 of such guarantees outstanding, which was the highest amount outstanding during 1996. In addition, information relating to the following issuances has been filed on Form U-6B-2 in accordance with Rule 52: 1. Issuance of up to $225,000,000 aggregate principal amount of variable rate (depending upon borrowing option and interest period chosen from time to time) of secured short-term notes issued pursuant to the Amended and Restated Revolving Credit Agreement between Public Service Company of New Hampshire and a group of banks, including Chemical Bank as Co-Agent and Administrative Agent, dated as of April 1, 1996. 2. Issuance of $160 million principal amount First and Refunding Mortgage 7 7/8% Bonds, 1996 Series A, by CL&P on June 25, 1996. 3. Issuance by CL&P of First and Refunding Mortgage Bonds, 1996 Series B, to secure CL&P's repayment obligations under an Amended and Restated Loan Agreement between the Connecticut Development Authority and CL&P, dated May 1, 1996 and amended and restated as of January 1, 1997, relating to the issuance of $62,000,000 of 1996A Series Pollution Control Revenue Bonds (PCRBs). The PCRBs are supported by (1) a municipal bond insurance policy issued by AMBAC Indemnity Corporation and (2) a Standby Bond Purchase Agreement dated January 23, 1997, among CL&P, Societe Generale, New York Branch, and Fleet National Bank, as trustee. The PCRBs may bear interest at daily, commercial paper, weekly, multiannual, or fixed rates. The PCRBs were initially issued bearing interest at weekly rates.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1) Amounts Acquired Amounts Retired/Debt Repayment Number of Shares Number of Shares Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration The Connecticut Light and Power Company First Mortgage Bonds - 7.625% Series UU $3,957,000 $3,957,000 $3,957,000 $3,957,000 7.25% Series VV 1,000,000 1,000,000 1,000,000 1,000,000 $4,957,000 $4,957,000 $4,957,000 $4,957,000 Other Notes/Agreements - (2) Connecticut Resource Recovery Authority Note $9,361,200 $9,361,200 $9,361,200 $9,361,200 Other 10,756 10,756 10,756 10,756 $9,371,956 $9,371,956 $9,371,956 $9,371,956 Western Massachusetts Electric Company Preferred Stock - 1988 DARTS 1,340,000 $33,500,000 1,340,000 $33,500,000 Series 1987 - 7.60% 120,000 3,000,000 120,000 3,000,000 1,460,000 $36,500,000 1,460,000 $36,500,000 Public Service Company of New Hampshire First Mortgage Bond $172,500,000 $172,500,000 $172,500,000 $172,500,000 8.875% Series A Northeast Nuclear Energy Company 7.17% Senior Notes $391,666 $391,666 $391,666 $391,666 NU Parent (Parent) (NU-P) NU-P, as part of its acquisition of Public Service Company of New Hampshire (PSNH) on June 5, 1992, issued 8,430,910 warrants to former PSNH equity security holders. These warrants, which will expire on June 5, 1997, entitle the holder to purchase one share of NU common at an exercise price of $24 per share. As of December 31, 1996, 464,187 shares had been purchased through the exercise of warrants. 8.58% Series A Note $8,000,000 $8,000,000 $8,000,000 $8,000,000 8.38% Series B Note 6,000,000 6,000,000 6,000,000 6,000,000 $14,000,000 $14,000,000 $14,000,000 $14,000,000 The Rocky River Realty Company Other Notes/Agreements - 7.875% Installment Note (2) $720,000 $720,000 $720,000 $720,000 Variable Rate Mortgage Note (3) 61,173 61,173 61,173 61,173 8.81% Series A Note (3) 696,264 696,264 696,264 696,264 8.82% Series B Note (3) 443,860 443,860 443,860 443,860 $1,921,297 $1,921,297 $1,921,297 $1,921,297 North Atlantic Energy Corporation First Mortgage Bonds - 9.05% Series A $20,000,000 $20,000,000 $20,000,000 $20,000,000 Other Notes - (2) Variable Note $25,000,000 $25,000,000 $25,000,000 $25,000,000 (1) For acquisitions, redemptions, or retirements of system securities, other than preferred stock, all transactions exempt pursuant to Rule 42(b)(2) or (4). (2) Unsecured. (3) Secured.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES % of Carrying Name of Owner Name of Issuer Security Owned (1) Number of Voting Value to Shares Power Owners (000's) Western Massachusetts Massachusetts Mutual Electric Company Life Insurance Note -- -- $190 Public Service Company Amoskeag Industries, of New Hampshire Inc. Stock 1,000 -- $100 Northeast Utilities (Parent) Connecticut Seed Limited Partnership -- -- $413 Ventures, Ltd. Interest 8 Subsidiaries (2) Various Stock, Debentures, and Notes -- -- $278 Charter Oak (Paris) Inc. Tenaska III Limited Partnership Partners, Limited Interest -- -- $2,235 COE Argentina II. Corp. Central Termica Stock 4,000 33.3% $18,204 San Miguel de Tucuman,S.A. COE Ave Fenix Corp. Ave Fenix, S.A. Advanced Capital -- -- $18,366 Contributions COE (UK) Corp. Encoe Partners General Partnership -- 50.0% $4,397 Interest COE Tejona Corp. Plantas Eolicas S.A. Stock 19 63.33% Stock 11 (3) 36.67% 100.0% $13,986 Mode 1 Communications, Inc. FiveCom LLC Limited Liability Interest -- 9.9% $1,313 NECOM LLC Limited Liability Interest -- 40.0% $5,223 (1) Recorded at cost on owners books. Partnership interests are accounted for under the equity method of accounting. (2) The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company, The Quinnehtuk Company, Northeast Utilities Service Company, Northeast Utilities (Parent), Public Service Company of New Hampshire, and Rocky River Realty Company. (3) Held in trust by Manuel Emilio Montero Anderson.
ITEM 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1996 1. The following is a list of the names and principal business addresses of the individuals who are Trustees of Northeast Utilities (NU), but who are not officers or directors of any other NU system company. The names of the officers and directors of system companies appear in Section 2 below. Alfred F. Boschulte William J. Pape II PT. EXCELCOMINDO PRATAMA Waterbury Republican-American c/o NYNEX Corporation 398 Meadow Street 2000 Corporate Drive P.O. Box 2090 Orangeburg, NY 10962 Waterbury, CT 06722-0290 Cotton Mather Cleveland Robert E. Patricelli Mather Associates Value Health, Inc. 123 Main Street 22 Waterville Road P.O. Box 935 Avon, CT 06001 New London, NH 03257 John F. Curley (Associate Trustee) Norman C. Rasmussen Morgan Stanley & Co., Inc. Massachusetts Institute of 1251 Avenue of the Americas Technology 23rd Floor Building 24, Room 205 New York, NY 10020 77 Massachusetts Avenue Cambridge, MA 02139 E. Gail de Planque John F. Swope c/o Northeast Utilities Sheehan Phinney Bass + Green P. O. Box 270 Professional Associates Hartford, CT 06141-0270 Hampshire Plaza, 1000 Elm St. P.O. Box 3701 Manchester, NH 03105-3701 Gaynor N. Kelley John F. Turner The Perkin-Elmer Corporation The Conservation Fund 761 Main Avenue 1800 North Kent Street Norwalk, CT 06859 Suite 1120 Arlington, VA 22209 Elizabeth T. Kennan c/o Northeast Utilities P.O. Box 270 Hartford, CT 06141-0270 Item 6. OFFICERS AND DIRECTORS (Continued) PART 1. (Continued) 2. Following are the names of and positions held by the officers and directors of all system companies (excluding the Trustees of Northeast Utilities who are listed in Section 1 above). NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 1996 NU City and Suburban CL&P Bernard M. Fox CHB, P, CEO, T CH, P, CEO CH, D Bruce D. Kenyon PN PN, D Hugh C. MacKenzie PR P, D John H. Forsgren EVP, CFO EVP, CFO EVP, CFO, D Cheryl W. Grise SVP, CAO, D Francis L. Kinney SVP Robert G. Abair D David H. Boguslawski VP Neil T. Brigham Richard R. Carella VP Ronald G. Chevalier VP David M. Goebel Barry Ilberman VP John B. Keane VP, TRS VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost VP Kerry J. Kuhlman VP Keith R. Marvin VP John T. Muro VP John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank C. Rothen Frank P. Sabatino VP Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** D Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) CL&P Capital(5) COE COE Argen I Bernard M. Fox CH, P, CEO, D CH, P, CEO, D Bruce D. Kenyon Hugh C. MacKenzie John H. Forsgren EVP, CFO, D EVP, CFO, D Cheryl W. Grise Francis L. Kinney Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman VP, D John B. Keane VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank C. Rothen Frank P. Sabatino Robert P. Wax VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) COE Argen II COE Ave Fenix COE Develop Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, P, CEO, D Bruce D. Kenyon Hugh C. MacKenzie John H. Forsgren EVP, CFO, D EVP, CFO, D EVP, CFO, D Cheryl W. Grise Francis L. Kinney Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman Frank C. Rothen Frank P. Sabatino Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) COE Gencoe COE Tejona COE UK Bernard M. Fox CH, P, CEO CH, P, CEO, D CH, P, CEO Bruce D. Kenyon Hugh C. MacKenzie John H. Forsgren EVP, CFO, D EVP, CFO, D EVP, CFO, D Cheryl W. Grise Francis L. Kinney Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman John B. Keane VP, TRS VP, TRS, D VP, TRS Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman Frank C. Rothen Frank P. Sabatino Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry D D Eugene G. Vertefeuille D A. John Stremlaw(4) COE (Paris) Conn Steam Conn Trans Bernard M. Fox CH, P, CEO, D CH, P, CEO CH, P, CEO Bruce D. Kenyon Hugh C. MacKenzie John H. Forsgren EVP, CFO, D EVP, CFO EVP, CFO Cheryl W. Grise Francis L. Kinney Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C VP, C Frank C. Rothen Frank P. Sabatino Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC, D Roger C. Zaklukiewicz Theresa H. Allsop D D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) EPI Encoe Partners (6) HEC Bernard M. Fox CH, P, CEO CHB, CEO, D Bruce D. Kenyon Hugh C. MacKenzie CH(E), D John H. Forsgren EVP, CFO D Cheryl W. Grise Francis L. Kinney Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman D John B. Keane VP, TRS, D D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank C. Rothen Frank P. Sabatino Robert P. Wax VP, S, GC, D Roger C. Zaklukiewicz Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* VP David S. Dayton* VP, D Linda A. Jensen* VP, TRS, CL Thomas W. Philbin* P, D James B. Redden* VP Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) HEC Canada HEC International HP&E Bernard M. Fox CHB, CEO CHB, CEO, D CH, CEO, D Bruce D. Kenyon Hugh C. MacKenzie CAO CAO, D P, D John H. Forsgren D EVP, CFO, D Cheryl W. Grise SVP, D Francis L. Kinney SVP Robert G. Abair VP, CAO, D David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP David M. Goebel Barry Ilberman D VP John B. Keane D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C Frank C. Rothen Frank P. Sabatino VP Robert P. Wax VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley C Janice P. Jacque H. Donald Burbank* VP VP David S. Dayton* VP VP, D Linda A. Jensen* VP, TRS, CL VP, TRS, CL Thomas W. Philbin* P P, D James B. Redden* VP VP Ted C. Feigenbaum** William T. Frain, Jr.*** D Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) D HWP Mode 1 NAEC Bernard M. Fox CH, CEO, D P, CEO CH, D Bruce D. Kenyon P, CEO, D Hugh C. MacKenzie P, D D John H. Forsgren EVP, CFO, D EVP, CFO Cheryl W. Grise SVP, D D SVP, CAO, D Francis L. Kinney SVP SVP Robert G. Abair VP, CAO, D David H. Boguslawski Neil T. Brigham D Richard R. Carella Ronald G. Chevalier VP David M. Goebel Barry Ilberman VP D VP John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP VP John T. Muro VP D John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank C. Rothen Frank P. Sabatino VP Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley C Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** EVP, CNO, D William T. Frain, Jr.*** D D Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) NAESCO NHEC NNECO Bernard M. Fox CH, D CH, D Bruce D. Kenyon P, CEO, D P, CEO, CNO, D Hugh C. MacKenzie D D John H. Forsgren EVP, CFO EVP, CFO Cheryl W. Grise D SVP, CAO, D Francis L. Kinney VP Robert G. Abair D David H. Boguslawski VP, D Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel VP VP Barry Ilberman VP John B. Keane VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP John T. Muro John W. Noyes COMP Edward M. Richters John J. Roman VP, C VP, C Frank C. Rothen VP VP Frank P. Sabatino Robert P. Wax VP, S, GC VP, S, GC Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** EVP, CNO, D D William T. Frain, Jr.*** D P, D D Gary A. Long*** VP, D Paul E. Ramsey*** Robert A. Bersak*** S, D John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) NUSCO NUSCO Energy Nutmeg Power Partners Bernard M. Fox CH, P, CEO, D CH, CEO, D CH, P, CEO Bruce D. Kenyon PN, D Hugh C. MacKenzie PR, D P, D John H. Forsgren EVP, CFO, D D EVP, CFO Cheryl W. Grise SVP, CAO, D D Francis L. Kinney SVP Robert G. Abair D David H. Boguslawski VP Neil T. Brigham VP, CIO Richard R. Carella Ronald G. Chevalier VP David M. Goebel VP Barry Ilberman VP John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating VP Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP John T. Muro VP VP John W. Noyes VP Edward M. Richters VP John J. Roman VP, C VP, C Frank C. Rothen VP Frank P. Sabatino VP VP Robert P. Wax VP, S, GC VP, S, GC VP, S, GC, D Roger C. Zaklukiewicz VP Theresa H. Allsop D Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** EVP, CNO, D William T. Frain, Jr.*** D Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) Properties, Inc. PSNH Quinn. Bernard M. Fox CH, CEO, D CH, P, CEO, D Bruce D. Kenyon PN Hugh C. MacKenzie D PR, D John H. Forsgren EVP, CFO, D EVP, CFO Cheryl W. Grise D SVP, D Francis L. Kinney SVP Robert G. Abair VP, CAO, D David H. Boguslawski VP Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP David M. Goebel Barry Ilberman VP VP John B. Keane VP, TRS VP, TRS VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP John T. Muro John W. Noyes Edward M. Richters John J. Roman VP, C VP, C Frank C. Rothen Frank P. Sabatino VP Robert P. Wax VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP Theresa H. Allsop Thomas V. Foley Janice P. Jacque C H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** P, D P, D D Gary A. Long*** VP, D VP Paul E. Ramsey*** D Robert A. Bersak*** S, D John C. Collins (1) D Gerald Letendre (2) D Jane E. Newman (3) D Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) Research Park RRR WMECO Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, D Bruce D. Kenyon PN, D Hugh C. MacKenzie PR, D PR, D P, D John H. Forsgren EVP, CFO EVP, CFO EVP, CFO, D Cheryl W. Grise SVP, CAO, D SVP, CAO, D SVP, D Francis L. Kinney SVP SVP SVP Robert G. Abair D D VP, CAO, D David H. Boguslawski VP Neil T. Brigham Richard R. Carella Ronald G. Chevalier VP David M. Goebel Barry Ilberman VP VP VP John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin VP VP VP John T. Muro VP John W. Noyes Edward M. Richters John J. Roman VP, C VP, C VP, C Frank C. Rothen Frank P. Sabatino VP Robert P. Wax VP, S, GC VP, S, GC VP, S, GC Roger C. Zaklukiewicz VP VP VP Theresa H. Allsop Thomas V. Foley Janice P. Jacque C H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** D D D Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) HEC Southwest (7) Bernard M. Fox Bruce D. Kenyon Hugh C. MacKenzie John H. Forsgren Cheryl W. Grise Francis L. Kinney Robert P. Wax Robert G. Abair David H. Boguslawski Neil T. Brigham Richard R. Carella Ronald G. Chevalier David M. Goebel Barry Ilberman John B. Keane Mary Jo Keating Robert J. Kost Kerry J. Kuhlman Keith R. Marvin John T. Muro John W. Noyes Edward M. Richters John J. Roman Frank C. Rothen Frank P. Sabatino Roger C. Zaklukiewicz Theresa H. Allsop Thomas V. Foley Janice P. Jacque H. Donald Burbank* David S. Dayton* Linda A. Jensen* Thomas W. Philbin* James B. Redden* Ted C. Feigenbaum** William T. Frain, Jr.*** Gary A. Long*** Paul E. Ramsey*** Robert A. Bersak*** John C. Collins (1) Gerald Letendre (2) Jane E. Newman (3) Brian E. Curry Eugene G. Vertefeuille A. John Stremlaw(4) The principal business address of the individuals listed above is 107 Selden Street, Berlin, Connecticut 06037-1616, except for those individuals designated by a single asterisk (*), whose principal business address is 24 Prime Parkway, Natick, Massachusetts 01760; a double asterisk (**), whose principal business address is Lafayette Road, Seabrook, New Hampshire 03874; and a triple asterisk (***), whose principal business address is is 1000 Elm Street, Manchester, New Hampshire 03101. (1) Mr. Collins' principal business address is: Lahey Hitchcock Clinic, One Medical Center Drive, Lebanon, New Hampshire 03756. (2) Mr. Letendre's principal business address is: Diamond Casting & Machine Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049. (3) Ms. Newman's principal business address is: Exeter Trust Company, One Harbour Place, Suite 400, Portsmouth, NH 03801-3871. (4) Mr. Stremlaw's principal business address is: HEC Energy Consulting Canada Inc., 285 Yorkland Blvd., Willowdale, Ontario Canada, M2J 1S5. (5) CL&P Capital is a partnership in which CL&P serves as general partner and NUSCO serves as limited partner. (6) Encoe Partners is a partnership comprised of COE (UK) Corp. and Enron. The officers and directors listed for Encoe Partners are the officers and directors of COE (UK) Corp. (7) HEC Southwest is a Delaware limited liability company, formed to be the organizational entity for a joint venture between HEC Inc. and Arizona Public Service Company. KEY: AVP - Assistant Vice President C - Controller CAO - Chief Administrative Officer CEO - Chief Executive Officer CFO - Chief Financial Officer CIO - Chief Information Officer CH - Chairman CHB - Chairman of the Board CH(E) - Chairman of the Executive Committee CL - Clerk COMP - Comptroller CNO - Chief Nuclear Officer D - Director EVP - Executive Vice President GC - General Counsel P - President PN - President - Nuclear Group PR - President - Retail Business Group S - Secretary SVP - Senior Vice President T - Trustee TRS - Treasurer VP - Vice President NU - Northeast Utilities City and Suburban - The City and Suburban Electric and Gas Company (CL&P Subsidiary) CL&P - The Connecticut Light and Power Company COE - Charter Oak Energy,Inc. COE Argen I - COE Argentina I Corp. (Charter Oak Energy Subsidiary) COE Argen II - COE Argentina II Corp. (Charter Oak Energy Subsidiary) COE Ave Fenix - COE Ave Fenix Corporation (Charter Oak Energy Subsidiary) COE Develop - COE Development Corporation (Charter Oak Energy Subsidiary) COE Gencoe - COE (Gencoe) Corp. (Charter Oak Energy Subsidiary) COE Tejona - COE Tejona Corp. (Charter Oak Energy Subsidiary) COE UK - COE (UK) Corp. (Charter Oak Energy Subsidiary) CO (Paris) - Charter Oak (Paris) Inc.(Charter Oak Energy Subsidiary) Conn Steam - The Connecticut Steam Company (CL&P Subsidiary) Conn Trans - The Connecticut Transmission Corporation (CL&P Subsidiary) EPI - Electric Power, Incorporated (CL&P Subsidiary) HEC - HEC Inc. HEC Canada - HEC Energy Consulting Canada Inc. (HEC Subsidiary) HEC International - HEC International Corporation (HEC Subsidiary) HEC Southwest - Southwest HEC Energy Services L.L.C. HP&E - Holyoke Power and Electric Company (HWP Subsidiary) HWP - Holyoke Water Power Company Mode 1 - NU/Mode 1 Communications, Inc. NAEC - North Atlantic Energy Corporation NAESCO - North Atlantic Energy Service Corporation NHEC - New Hampshire Electric Company NNECO - Northeast Nuclear Energy Company NUSCO - Northeast Utilities Service Company NUSCO Energy Partners- NUSCO Energy Partners, Inc. Nutmeg Power - The Nutmeg Power Company (CL&P Subsidiary) Properties, Inc. - Properties, Inc. (PSNH Subsidiary) PSNH - Public Service Company of New Hampshire Quinn. - The Quinnehtuk Company Research Park - Research Park, Inc. (CL&P Subsidiary) RRR - The Rocky River Realty Company WMECO - Western Massachusetts Electric Company Part II. The following is a list of the officers, Directors and Trustees who have financial connections within the provisions of Section 17(c) of the Act. Name and Position Name of Location of Held in Applicable Officer Financial Financial Exemption or Director Institution Institution Rule* (1) (2) (3) (4) John C. Collins Fleet Bank-NH Director B Nashua, NH Thomas V. Foley Hampden Savings Bank Trustee E Springfield, MA Bernard M. Fox Fleet Financial Director A, C, D, E Group, Inc. Boston, MA Francis L. Kinney MidConn Bank Director E Berlin, CT Jane E. Newman Exeter Trust Company Executive Vice B Portsmouth, NH President and Director * "A" designates Rule 70(b)(1), (2), (3) and (4); "B" designates Rule 70(c)(1) and (2); "C" designates Rule 70(d)(1), (2), (3) and (4); "D" designates Rule 70(e)(1) and (2); and "E" designates Rule 70(f)(1) and (2). ITEM 6. OFFICERS AND DIRECTORS (Continued) Part III. The information provided herein is applicable to all system companies, except as indicated otherwise. a. COMPENSATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS Compensation of Trustees During 1996, each Trustee who was not an employee of Northeast Utilities or its subsidiaries was compensated at the annual rate of $17,000 plus 250 common shares of Northeast Utilities, and received $900 for each meeting of the Board or its Committees attended in person and $675 for each meeting attended by conference telephone. Also, a non-employee Trustee who is asked by either the Board of Trustees or the Chairman of the Board to perform extra services in the interest of the Northeast Utilities system may receive additional compensation of $1,000 per day plus necessary expenses. The Chairs of the Audit Committee, the Corporate Affairs Committee, the Nuclear Committee and the Committee on Organization, Compensation and Board Affairs were compensated at an additional annual rate of $3,500. Effective July 23, 1996, Mrs. Kennan was elected Lead Trustee of the Board. In addition to the above compensation, Mrs. Kennan is paid at the annual rate of $30,000 for the extra services performed as Lead Trustee. Prior to the beginning of each calendar year, each non-employee Trustee may irrevocably elect to have all or any portion of the annual retainer cash compensation paid in the form of common shares of Northeast Utilities. Pursuant to the Northeast Utilities Deferred Compensation Plan for Trustees, each Trustee may also irrevocably elect to defer receipt of some or all cash and/or share compensation. SECTION 16(A) REPORTING Section 16(a) of the Securities Exchange Act of 1934 requires officers and Trustees of Northeast Utilities, and persons who own more than ten percent of the common shares of Northeast Utilities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission (SEC) and the New York Stock Exchange. Based on review of copies of such form furnished to Northeast Utilities, or written representations that no Form 5 was required, Northeast Utilities believes that for the year ended December 31, 1996, all such reporting requirements were complied with in a timely manner, except that (a) Mr. Kenyon failed to file a required Form 4 for October, 1996 to report an acquisition of common shares, and (b) Mr. Busch failed to file a required Form 4 for April, 1996 to report an acquisition of common shares. These acquisitions were properly reported on Forms 5 for 1996. CL&P, PSNH, WMECO and NAEC SUMMARY COMPENSATION TABLE The following table presents the cash and non-cash compensation received by the CEO and the next four highest paid executive officers of the System, and by two retired executive officers who would have been among the five highest paid executive officers but for their retirement, in accordance with rules of the Securities and Exchange Commission (SEC): Annual Compensation Long Term Compensation Awards Payouts Options/ Long Stock Term Restricted Appreci- Incentive All Other Stock ation Program Other Name and Salary Bonus Compensation Awards Rights Payouts Compensation($) Principal Position Year ($) ($) ($) ($) (#) ($) (1) Bernard M. Fox 1996 551,300 None None None None 65,420 7,500 (Note 2) 1995 551,300 246,168 None None None 130,165 7,350 1994 544,459 308,896 None None None 115,771 4,500 Bruce D. Kenyon 1996 144,231 400,000 None 499,762 None None None (Note 2) (Note 3) 1995 None None None None None None None 1994 None None None None None None None John H. Forsgren 1996 305,577 None 62,390 80,380 None None None (Note 2) (Note 4) (Note 4) 1995 None None None None None None None 1994 None None None None None None None Hugh C. MacKenzie 1996 264,904 None None None None 19,834 7,500 (Note 2) 1995 247,665 128,841 None None None 46,789 7,350 1994 245,832 113,416 None None None 40,449 4,500 Ted C. Feigenbaum 1996 248,858 None None None None 14,770 7,222 (Note 2) 1995 185,300 126,002 None None None None 5,553 1994 183,331 47,739 None None None None 4,500 Robert E. Busch 1996 300,385 None None None None 26,747 2,637,500 Formerly President- (Note 6) Energy Resources 1995 350,000 147,708 None None None 63,100 7,350 Group of NU, CL&P, 1994 346,122 173,366 None None None 44,073 4,500 WMECO, and PSNH and formerly President of NAEC (Note 5)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Utility Plant, at cost: Electric 0 6,283,736 1,878,155 Other 0 0 8,694 ---------- -------------- -------------- 0 6,283,736 1,886,849 Less: Accumulated provision for depreciation 0 2,665,519 555,155 ---------- -------------- -------------- 0 3,618,217 1,331,694 Unamortized PSNH acquisition costs 0 0 491,709 Construction work in progress 0 95,873 11,032 Nuclear fuel, net 0 133,050 1,313 ---------- -------------- -------------- Total net utility plant 0 3,847,140 1,835,748 ---------- -------------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 296,960 3,229 Investments in regional nuclear generating companies, at equity 0 56,925 12,967 Investments in transmission companies, at equity 21,186 0 0 Investments in subsidiary companies, at equity 2,506,254 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 413 16,565 2,085 ---------- -------------- -------------- 2,527,853 370,450 18,281 ---------- -------------- -------------- Current Assets: Cash and cash equivalents 10 404 1,138 Special deposits 0 0 0 Notes receivable from affiliated companies 5,475 109,050 18,250 Receivables, net 813 226,112 105,381 Accounts receivable from affiliated companies 7,106 3,481 32,312 Taxes receivables 0 40,134 613 Accrued utility revenues 0 78,451 36,317 Fuel, materials, and supplies, at average cost 0 79,937 44,852 Recoverable energy costs, net--current portion 0 25,436 0 Prepayments and other 224 63,344 24,044 ---------- -------------- -------------- 13,628 626,349 262,907 ---------- -------------- -------------- Deferred Charges: Regulatory assets 0 1,370,781 684,504 Accumulated deferred income taxes 5,293 0 0 Unamortized debt expense 524 17,033 12,731 Deferred receivable from affiliated company 0 0 33,284 Other 46 12,283 3,926 ---------- -------------- -------------- 5,863 1,400,097 734,445 ---------- -------------- -------------- Total Assets 2,547,344 6,244,036 2,851,381 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Utility Plant, at cost: Electric 1,257,097 775,794 95,902 Other 0 0 0 ------------- -------------- -------------- 1,257,097 775,794 95,902 Less: Accumulated provision for depreciation 503,989 124,530 41,225 ------------- -------------- -------------- 753,108 651,264 54,677 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 15,968 8,887 1,956 Nuclear fuel, net 30,296 31,765 0 ------------- -------------- -------------- Total net utility plant 799,372 691,916 56,633 ------------- -------------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 83,611 19,744 0 Investments in regional nuclear generating companies, at equity 15,448 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 4,367 0 3,479 ------------- -------------- -------------- 103,426 19,744 3,479 ------------- -------------- -------------- Current Assets: Cash and cash equivalents 67 299 21 Special deposits 0 7,039 0 Notes receivable from affiliated companies 0 0 8,500 Receivables, net 40,168 0 3,336 Accounts receivable from affiliated companies 3,525 16,422 359 Taxes receivables 0 0 0 Accrued utility revenues 12,394 0 0 Fuel, materials, and supplies, at average cost 5,317 13,093 6,648 Recoverable energy costs, net--current portion 576 0 0 Prepayments and other 11,686 4,302 190 ------------- -------------- -------------- 73,733 41,155 19,054 ------------- -------------- -------------- Deferred Charges: Regulatory assets 210,852 259,881 2,489 Accumulated deferred income taxes 0 0 0 Unamortized debt expense 1,866 4,692 946 Deferred receivable from affiliated company 0 0 0 Other 888 0 349 ------------- -------------- -------------- 213,606 264,573 3,784 ------------- -------------- -------------- Total Assets 1,190,137 1,017,388 82,950 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Utility Plant, at cost: Electric 0 52,331 0 Other 96,550 0 0 --------- --------- -------------- 96,550 52,331 0 Less: Accumulated provision for depreciation 54,841 11,202 0 --------- --------- -------------- 41,709 41,129 0 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 3,843 1,556 0 Nuclear fuel, net 0 0 0 --------- --------- -------------- Total net utility plant 45,552 42,685 0 --------- --------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 4,815 0 0 --------- --------- -------------- 4,815 0 0 --------- --------- -------------- Current Assets: Cash and cash equivalents 187,395 2 739 Special deposits 0 0 0 Notes receivable from affiliated companies 72,275 75,000 0 Receivables, net 35,251 9,694 51,111 Accounts receivable from affiliated companies 95,591 36,590 523 Taxes receivables 0 0 0 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 71 61,136 298 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 1,828 5,557 3,024 --------- --------- -------------- 392,411 187,979 55,695 --------- --------- -------------- Deferred Charges: Regulatory assets 0 0 0 Accumulated deferred income taxes 16,308 15,197 313 Unamortized debt expense 0 152 0 Deferred receivable from affiliated company 0 0 0 Other 15,575 6,364 20,348 --------- --------- -------------- 31,883 21,713 20,661 --------- --------- -------------- Total Assets 474,661 252,377 76,356 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Utility Plant, at cost: Electric 0 0 52 Other 1,829 81,283 0 ---------- ------------ -------------- 1,829 81,283 52 Less: Accumulated provision for depreciation 1,161 27,549 49 ---------- ------------ -------------- 668 53,734 3 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 389 6,925 8 Nuclear fuel, net 0 0 0 ---------- ------------ -------------- Total net utility plant 1,057 60,659 11 ---------- ------------ -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 57,188 Other, at cost 2,604 2,508 0 ---------- ------------ -------------- 2,604 2,508 57,188 ---------- ------------ -------------- Current Assets: Cash and cash equivalents 71 71 2,843 Special deposits 0 0 0 Notes receivable from affiliated companies 0 0 0 Receivables, net 0 9 84 Accounts receivable from affiliated companies 1 2,350 0 Taxes receivables 0 0 1,522 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 0 0 0 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 0 788 0 ---------- ------------ -------------- 72 3,218 4,449 ---------- ------------ -------------- Deferred Charges: Regulatory assets 4 0 0 Accumulated deferred income taxes 0 0 130 Unamortized debt expense 0 201 0 Deferred receivable from affiliated company 0 0 0 Other 0 0 9,935 ---------- ------------ -------------- 4 201 10,065 ---------- ------------ -------------- Total Assets 3,737 66,586 71,713 ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Mode 1 HEC Inc. NUSCO Energy Communications, (consolidated) Partners, Inc. Inc. (b) -------------- --------------- -------------- Utility Plant, at cost: Electric 0 0 2,850 Other 0 0 1,098 -------------- --------------- -------------- 0 0 3,948 Less: Accumulated provision for depreciation 0 0 2,129 -------------- --------------- -------------- 0 0 1,819 Unamortized PSNH acquisition costs 0 0 0 Construction work in progress 0 0 0 Nuclear fuel, net 0 0 0 -------------- --------------- -------------- Total net utility plant 0 0 1,819 -------------- --------------- -------------- Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in transmission companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 0 Investments in Charter Oak Energy, Inc. projects 0 0 0 Other, at cost 0 6,536 0 -------------- --------------- -------------- 0 6,536 0 -------------- --------------- -------------- Current Assets: Cash and cash equivalents 0 77 1,059 Special deposits 0 0 0 Notes receivable from affiliated companies 0 0 0 Receivables, net 126 0 4,937 Accounts receivable from affiliated companies 0 0 389 Taxes receivables 229 310 0 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 0 0 63 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 0 0 101 -------------- --------------- -------------- 355 387 6,549 -------------- --------------- -------------- Deferred Charges: Regulatory assets 0 0 0 Accumulated deferred income taxes 0 0 0 Unamortized debt expense 0 0 0 Deferred receivable from affiliated company 0 0 0 Other 0 0 2,808 -------------- --------------- -------------- 0 0 2,808 -------------- --------------- -------------- Total Assets 355 6,923 11,176 ============== =============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4D NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Utility Plant, at cost: Electric 657,913 9,688,005 Other 0 189,453 ------------ ------------ 657,913 9,877,458 Less: Accumulated provision for depreciation 7,485 3,979,864 ------------ ------------ 650,428 5,897,594 Unamortized PSNH acquisition costs 0 491,709 Construction work in progress 0 146,438 Nuclear fuel, net 0 196,424 ------------ ------------ Total net utility plant 650,428 6,732,165 ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 0 403,544 Investments in regional nuclear generating companies, at equity 0 85,340 Investments in transmission companies, at equity 0 21,186 Investments in subsidiary companies, at equity 2,506,254 0 Investments in Charter Oak Energy, Inc. projects 0 57,188 Other, at cost 0 43,372 ------------ ------------ 2,506,254 610,630 ------------ ------------ Current Assets: Cash and cash equivalents 0 194,197 Special deposits 0 7,039 Notes receivable from affiliated companies 288,550 0 Receivables, net 0 477,021 Accounts receivable from affiliated companies 198,647 0 Taxes receivables 42,809 0 Accrued utility revenues 0 127,162 Fuel, materials, and supplies, at average cost 0 211,414 Recoverable energy costs, net--current portion 24,209 1,804 Prepayments and other 66,808 48,279 ------------ ------------ 621,023 1,066,916 ------------ ------------ Deferred Charges: Regulatory assets 306,672 2,221,839 Accumulated deferred income taxes 37,241 0 Unamortized debt expense 0 38,146 Deferred receivable from affiliated company 33,284 0 Other 471 72,052 ------------ ------------ 377,668 2,332,037 ------------ ------------ Total Assets 4,155,373 10,741,748 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-4E (This page intentionally left blank) F-5 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Capitalization: Common shareholders' equity: Common shares 680,260 122,229 1 Capital surplus, paid in 940,446 639,657 423,058 Deferred benefit plan-employee stock ownership plan (176,091) 0 0 Retained earnings 832,520 551,410 174,691 ---------- -------------- -------------- Total common shareholders' equity 2,277,135 1,313,296 597,750 Preferred stock not subject to mandatory redemption 0 116,200 0 Preferred stock subject to mandatory redemption 0 155,000 100,000 Long-term debt 194,000 1,834,405 686,485 ---------- -------------- -------------- Total capitalization 2,471,135 3,418,901 1,384,235 ---------- -------------- -------------- Minority Interest in Consolidated Subsidiaries 0 100,000 0 ---------- -------------- -------------- Obligations Under Capital Leases 0 143,347 871,707 ---------- -------------- -------------- Current Liabilities: Notes payable to banks 38,750 0 0 Notes payable to affiliated company 0 0 0 Long-term debt and preferred stock--current portion 16,000 204,116 25,000 Obligations under capital leases--current portion 0 12,361 42,910 Accounts payable 15,504 160,945 37,676 Accounts payable to affiliated companies 600 78,481 30,981 Accrued taxes 2,158 28,707 131 Accrued interest 2,602 31,513 7,992 Accrued pension benefits 0 0 44,790 Nuclear compliance 0 50,500 900 Other 2 34,433 36,685 ---------- -------------- -------------- 75,616 601,056 227,065 ---------- -------------- -------------- Deferred Credits: Accumulated deferred income taxes 0 1,365,641 258,515 Accumulated deferred investment tax credits 0 135,080 4,511 Deferred contractual obligations 0 305,627 50,271 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 0 0 0 Other 593 174,384 55,077 ---------- -------------- -------------- 593 1,980,732 368,374 ---------- -------------- -------------- Total Capitalization and Liabilities 2,547,344 6,244,036 2,851,381 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Capitalization: Common shareholders' equity: Common shares 26,812 1 2,400 Capital surplus, paid in 150,911 160,999 6,000 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings 97,045 53,749 11,492 ------------- -------------- -------------- Total common shareholders' equity 274,768 214,749 19,892 Preferred stock not subject to mandatory redemption 20,000 0 0 Preferred stock subject to mandatory redemption 21,000 0 0 Long-term debt 334,742 495,000 38,300 ------------- -------------- -------------- Total capitalization 650,510 709,749 58,192 ------------- -------------- -------------- Minority Interest in Consolidated Subsidiaries 0 0 0 ------------- -------------- -------------- Obligations Under Capital Leases 29,269 0 0 ------------- -------------- -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 47,400 2,500 0 Long-term debt and preferred stock--current portion 14,700 20,000 0 Obligations under capital leases--current portion 2,965 0 0 Accounts payable 26,698 20,714 3,012 Accounts payable to affiliated companies 20,256 5,073 1,188 Accrued taxes 881 3,486 348 Accrued interest 5,643 2,888 173 Accrued pension benefits 0 0 1,439 Nuclear compliance 11,800 0 0 Other 4,754 271 690 ------------- -------------- -------------- 135,097 54,932 6,850 ------------- -------------- -------------- Deferred Credits: Accumulated deferred income taxes 245,253 196,650 13,353 Accumulated deferred investment tax credits 24,833 0 2,777 Deferred contractual obligations 84,598 0 0 Deferred obligation to affiliated company 0 33,284 0 Deferred credit--SFAS 109 0 0 0 Other 20,577 22,773 1,778 ------------- -------------- -------------- 375,261 252,707 17,908 ------------- -------------- -------------- Total Capitalization and Liabilities 1,190,137 1,017,388 82,950 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Capitalization: Common shareholders' equity: Common shares 0 15 1 Capital surplus, paid in 1 15,350 9 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings 0 867 1 --------- --------- -------------- Total common shareholders' equity 1 16,232 11 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 Long-term debt 0 23,784 0 --------- --------- -------------- Total capitalization 1 40,016 11 --------- --------- -------------- Minority Interest in Consolidated Subsidiaries 0 0 0 --------- --------- -------------- Obligations Under Capital Leases 18 11,368 0 --------- --------- -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 216,275 0 0 Long-term debt and preferred stock--current portion 0 398 0 Obligations under capital leases--current portion 302 2,847 0 Accounts payable 123,957 71,953 41,425 Accounts payable to affiliated companies 33,179 18,784 1,994 Accrued taxes 15,583 7,257 376 Accrued interest 2 0 0 Accrued pension benefits 28,625 30,451 17,028 Nuclear compliance 0 0 0 Other 18,518 52,466 12,399 --------- --------- -------------- 436,441 184,156 73,222 --------- --------- -------------- Deferred Credits: Accumulated deferred income taxes 0 0 0 Accumulated deferred investment tax credits 0 1,241 0 Deferred contractual obligations 0 0 0 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 4,223 9,452 0 Other 33,978 6,144 3,123 --------- --------- -------------- 38,201 16,837 3,123 --------- --------- -------------- Total Capitalization and Liabilities 474,661 252,377 76,356 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Capitalization: Common shareholders' equity: Common shares 350 10 0 Capital surplus, paid in 155 0 87,651 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings (2,159) 674 (18,126) ---------- ------------ -------------- Total common shareholders' equity (1,654) 684 69,525 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 Long-term debt 0 6,716 0 ---------- ------------ -------------- Total capitalization (1,654) 7,400 69,525 ---------- ------------ -------------- Minority Interest in Consolidated Subsidiaries 0 0 (28) ---------- ------------ -------------- Obligations Under Capital Leases 0 0 0 ---------- ------------ -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 5,000 16,900 0 Long-term debt and preferred stock--current portion 0 39,288 0 Obligations under capital leases--current portion 0 0 0 Accounts payable 0 3 459 Accounts payable to affiliated companies 4 2 235 Accrued taxes 276 151 1,229 Accrued interest 0 573 0 Accrued pension benefits 0 0 0 Nuclear compliance 0 0 0 Other 0 2 293 ---------- ------------ -------------- 5,280 56,919 2,216 ---------- ------------ -------------- Deferred Credits: Accumulated deferred income taxes 98 1,439 0 Accumulated deferred investment tax credits 0 0 0 Deferred contractual obligations 0 0 0 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 0 0 0 Other 13 828 0 ---------- ------------ -------------- 111 2,267 0 ---------- ------------ -------------- Total Capitalization and Liabilities 3,737 66,586 71,713 ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Mode 1 HEC Inc. NUSCO Energy Communications, (consolidated) Partners, Inc. Inc. (b) -------------- --------------- -------------- Capitalization: Common shareholders' equity: Common shares 0 0 0 Capital surplus, paid in 1 6,766 4,000 Deferred benefit plan-employee stock ownership plan 0 0 0 Retained earnings (413) (428) (196) -------------- --------------- -------------- Total common shareholders' equity (412) 6,338 3,804 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 Long-term debt 0 0 250 -------------- --------------- -------------- Total capitalization (412) 6,338 4,054 -------------- --------------- -------------- Minority Interest in Consolidated Subsidiaries 0 0 0 -------------- --------------- -------------- Obligations Under Capital Leases 0 0 0 -------------- --------------- -------------- Current Liabilities: Notes payable to banks 0 0 0 Notes payable to affiliated company 0 0 475 Long-term debt and preferred stock--current portion 0 0 0 Obligations under capital leases--current portion 0 0 0 Accounts payable 7 0 4,785 Accounts payable to affiliated companies 762 585 36 Accrued taxes 0 0 73 Accrued interest 0 0 0 Accrued pension benefits 0 0 0 Nuclear compliance 0 0 0 Other (2) 0 1,337 -------------- --------------- -------------- 767 585 6,706 -------------- --------------- -------------- Deferred Credits: Accumulated deferred income taxes 0 0 416 Accumulated deferred investment tax credits 0 0 0 Deferred contractual obligations 0 0 0 Deferred obligation to affiliated company 0 0 0 Deferred credit--SFAS 109 0 0 0 Other 0 0 0 -------------- --------------- -------------- 0 0 416 -------------- --------------- -------------- Total Capitalization and Liabilities 355 6,923 11,176 ============== =============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6D NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Capitalization: Common shareholders' equity: Common shares 151,819 680,260 Capital surplus, paid in 1,494,559 940,446 Deferred benefit plan-employee stock ownership plan 0 (176,091) Retained earnings 868,608 832,520 ------------ ------------ Total common shareholders' equity 2,514,986 2,277,135 Preferred stock not subject to mandatory redemption 0 136,200 Preferred stock subject to mandatory redemption 0 276,000 Long-term debt 0 3,613,681 ------------ ------------ Total capitalization 2,514,986 6,303,016 ------------ ------------ Minority Interest in Consolidated Subsidiaries 0 99,972 ------------ ------------ Obligations Under Capital Leases 868,849 186,860 ------------ ------------ Current Liabilities: Notes payable to banks 0 38,750 Notes payable to affiliated company 288,550 0 Long-term debt and preferred stock--current portion 0 319,503 Obligations under capital leases--current portion 42,080 19,305 Accounts payable 0 507,139 Accounts payable to affiliated companies 192,158 0 Accrued taxes 53,608 7,050 Accrued interest 0 51,386 Accrued pension benefits 22,635 99,699 Nuclear compliance 0 63,200 Other 63,277 98,570 ------------ ------------ 662,308 1,204,602 ------------ ------------ Deferred Credits: Accumulated deferred income taxes 37,241 2,044,123 Accumulated deferred investment tax credits 0 168,444 Deferred contractual obligations 0 440,495 Deferred obligation to affiliated company 33,284 0 Deferred credit--SFAS 109 13,675 0 Other 25,030 294,236 ------------ ------------ 109,230 2,947,298 ------------ ------------ Total Capitalization and Liabilities 4,155,373 10,741,748 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-6E (This page intentionally left blank) F-7 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) --------- -------------- -------------- Operating Revenues 0 2,397,460 1,110,169 --------- -------------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 830,924 356,629 Other 8,867 778,329 326,031 Maintenance 3 300,005 45,728 Depreciation 0 247,109 42,983 Amortization of regulatory assets, net 0 57,432 56,884 Federal and state income taxes (10,390) (20,174) 80,373 Taxes other than income taxes 50 174,062 45,227 --------- -------------- -------------- Total operating expenses (1,470) 2,367,687 953,855 --------- -------------- -------------- Operating (Loss) Income 1,470 29,773 156,314 --------- -------------- -------------- Other Income: Equity in earnings of subsidiaries 18,272 0 0 Deferred nuclear plants return--other funds 0 1,268 0 Equity in earnings of regional nuclear generating companies and transmission companies 3,306 6,619 1,430 Other, net 368 10,142 7,601 Income taxes--credit 0 160 (7,723) --------- -------------- -------------- Other income (loss), net 21,946 18,189 1,308 --------- -------------- -------------- Income (loss) before interest charges 23,416 47,962 157,622 --------- -------------- -------------- Interest Charges: Interest on long-term debt 18,668 127,198 57,557 Other interest 2,917 1,147 3,163 Deferred nuclear plants return--borrowed funds 0 (146) 0 --------- -------------- -------------- Interest charges, net 21,585 128,199 60,720 --------- -------------- -------------- Net Income (Loss) 1,831 (80,237) 96,902 ========= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Operating Revenues 421,337 162,152 36,847 ------------- -------------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 115,664 15,013 19,018 Other 148,724 35,268 10,443 Maintenance 56,201 9,154 3,442 Depreciation 39,710 24,056 2,016 Amortization of regulatory assets, net 9,170 (912) 0 Federal and state income taxes 5,995 12,341 (327) Taxes other than income taxes 19,850 12,343 2,236 ------------- -------------- -------------- Total operating expenses 395,314 107,263 36,828 ------------- -------------- -------------- Operating (Loss) Income 26,023 54,889 19 ------------- -------------- -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 20 7,700 0 Equity in earnings of regional nuclear generating companies and transmission companies 1,800 0 0 Other, net 1,133 1,200 951 Income taxes--credit 1,068 5,052 (304) ------------- -------------- -------------- Other income (loss), net 4,021 13,952 647 ------------- -------------- -------------- Income (loss) before interest charges 30,044 68,841 666 ------------- -------------- -------------- Interest Charges: Interest on long-term debt 24,094 52,414 1,473 Other interest 2,053 (697) (35) Deferred nuclear plants return--borrowed funds (25) (14,948) 0 ------------- -------------- -------------- Interest charges, net 26,122 36,769 1,438 ------------- -------------- -------------- Net Income (Loss) 3,922 32,072 (772) ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- --------- -------------- Operating Revenues 381,360 471,860 128,718 --------- --------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 0 9,297 Other 330,574 234,371 87,653 Maintenance 22,781 220,395 28,093 Depreciation 8,395 1,621 0 Amortization of regulatory assets, net 0 0 0 Federal and state income taxes 3,275 2,556 (83) Taxes other than income taxes 13,115 10,717 3,656 --------- --------- -------------- Total operating expenses 378,140 469,660 128,616 --------- --------- -------------- Operating (Loss) Income 3,220 2,200 102 --------- --------- -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 0 0 0 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 0 Other, net (3,047) 1,996 (49) Income taxes--credit 0 0 0 --------- --------- -------------- Other income (loss), net (3,047) 1,996 (49) --------- --------- -------------- Income (loss) before interest charges 173 4,196 53 --------- --------- -------------- Interest Charges: Interest on long-term debt 13 1,788 0 Other interest 160 476 52 Deferred nuclear plants return--borrowed funds 0 0 0 --------- --------- -------------- Interest charges, net 173 2,264 52 --------- --------- -------------- Net Income (Loss) 0 1,932 1 ========= ========= ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Charter Oak The The Rocky Energy, Inc. Quinnehtuk River Realty (consolidated) Company Company (b) ---------- ------------ -------------- Operating Revenues 208 9,965 0 ---------- ------------ -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 0 0 Other 20 522 4,510 Maintenance 0 0 1 Depreciation 59 2,477 435 Amortization of regulatory assets, net 0 0 0 Federal and state income taxes (136) 1 (1,108) Taxes other than income taxes 311 1,837 21 ---------- ------------ -------------- Total operating expenses 254 4,837 3,859 ---------- ------------ -------------- Operating (Loss) Income (46) 5,128 (3,859) ---------- ------------ -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 0 0 0 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 0 Other, net 26 (91) 2,452 Income taxes--credit 0 0 0 ---------- ------------ -------------- Other income (loss), net 26 (91) 2,452 ---------- ------------ -------------- Income (loss) before interest charges (20) 5,037 (1,407) ---------- ------------ -------------- Interest Charges: Interest on long-term debt 0 4,058 0 Other interest 269 979 15 Deferred nuclear plants return--borrowed funds 0 0 0 ---------- ------------ -------------- Interest charges, net 269 5,037 15 ---------- ------------ -------------- Net Income (Loss) (289) 0 (1,422) ========== ============ ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Mode 1 HEC Inc. NUSCO Energy Communications, (consolidated) Partners, Inc. Inc. (b) -------------- --------------- -------------- Operating Revenues 578 0 44,016 -------------- --------------- -------------- Operating Expenses: Operation-- Fuel, purchased and net interchange power 487 0 0 Other 732 571 42,779 Maintenance 0 2 31 Depreciation 0 0 419 Amortization of regulatory assets, net 0 0 0 Federal and state income taxes (229) (310) 259 Taxes other than income taxes 2 35 282 -------------- --------------- -------------- Total operating expenses 992 298 43,770 -------------- --------------- -------------- Operating (Loss) Income (414) (298) 246 -------------- --------------- -------------- Other Income: Equity in earnings of subsidiaries 0 0 0 Deferred nuclear plants return--other funds 0 0 0 Equity in earnings of regional nuclear generating companies and transmission companies 0 0 0 Other, net 1 (117) 240 Income taxes--credit 0 0 0 -------------- --------------- -------------- Other income (loss), net 1 (117) 240 -------------- --------------- -------------- Income (loss) before interest charges (413) (415) 486 -------------- --------------- -------------- Interest Charges: Interest on long-term debt 0 0 0 Other interest 0 13 69 Deferred nuclear plants return--borrowed funds 0 0 0 -------------- --------------- -------------- Interest charges, net 0 13 69 -------------- --------------- -------------- Net Income (Loss) (413) (428) 417 ============== =============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8D NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Operating Revenues 1,372,521 3,792,148 ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 207,415 1,139,616 Other 851,886 1,157,510 Maintenance 270,305 415,532 Depreciation 9,773 359,507 Amortization of regulatory assets, net 0 122,573 Federal and state income taxes 3,780 68,261 Taxes other than income taxes 26,166 257,577 ------------ ------------ Total operating expenses 1,369,325 3,520,576 ------------ ------------ Operating (Loss) Income 3,196 271,572 ------------ ------------ Other Income: Equity in earnings of subsidiaries 18,272 0 Deferred nuclear plants return--other funds 0 8,988 Equity in earnings of regional nuclear generating companies and transmission companies 0 13,155 Other, net 1,173 21,632 Income taxes--credit 0 (1,747) ------------ ------------ Other income (loss), net 19,445 42,028 ------------ ------------ Income (loss) before interest charges 22,641 313,600 ------------ ------------ Interest Charges: Interest on long-term debt 1,800 285,463 Other interest 2,932 7,649 Deferred nuclear plants return--borrowed funds 0 (15,119) ------------ ------------ Interest charges, net 4,732 277,993 ------------ ------------ Net Income (Loss) 17,909 35,607 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-8E (This page intentionally left blank) F-9 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Balance at beginning of period 1,007,340 785,476 143,039 Addition: Net income (loss) 1,831 (80,237) 96,902 ---------- -------------- -------------- 1,009,171 705,239 239,941 ---------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company 15,221 Western Massachusetts Electric Company Public Service Company of New Hampshire 13,250 Common shares: $1.38 per share 176,277 $11.34 per share 138,608 $15.38 per share $1,332.00 per share $38,000.00 per share $52,000.00 per share 52,000 Loss on retirement of preferred stock 374 Miscellaneous adjustment ---------- -------------- -------------- 176,651 153,829 65,250 ---------- -------------- -------------- Balance at end of period 832,520 551,410 174,691 ========== ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ---------- -------------- -------------- Balance at beginning of period 936,308 637,981 422,385 Capital contribution from Northeast Utilities 0 0 0 Issuance of 440,772 common shares 8,418 0 0 Allocation of benefits--ESOP (8,103) 0 0 Currency translation adjustment 746 0 0 Capital stock expenses, net 3,077 1,676 673 ---------- -------------- -------------- Balance at end of period 940,446 639,657 423,058 ========== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Balance at beginning of period 115,296 59,677 12,264 Addition: Net income (loss) 3,922 32,072 (772) ------------- -------------- -------------- 119,218 91,749 11,492 ------------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company 5,305 Public Service Company of New Hampshire Common shares: $1.38 per share $11.34 per share $15.38 per share 16,494 $1,332.00 per share $38,000.00 per share 38,000 $52,000.00 per share Loss on retirement of preferred stock 374 Miscellaneous adjustment ------------- -------------- -------------- 22,173 38,000 0 ------------- -------------- -------------- Balance at end of period 97,045 53,749 11,492 ============= ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Western Water Power Massachusetts North Atlantic Company Electric Energy (consolidated) Company Corporation (b) ------------- -------------- -------------- Balance at beginning of period 150,182 160,999 6,000 Capital contribution from Northeast Utilities 0 0 0 Issuance of 440,772 common shares 0 0 0 Allocation of benefits--ESOP 0 0 0 Currency translation adjustment 0 0 0 Capital stock expenses, net 729 0 0 ------------- -------------- -------------- Balance at end of period 150,911 160,999 6,000 ============= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10A NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Northeast Nuclear North Atlantic The Energy Energy Service Quinnehtuk Company Corporation Company --------- -------------- -------------- Balance at beginning of period 933 1 (1,870) Addition: Net income (loss) 1,932 1 (289) --------- -------------- -------------- 2,865 2 (2,159) --------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire Common shares: $1.38 per share $11.34 per share $15.38 per share $1,332.00 per share 1,998 $38,000.00 per share $52,000.00 per share Loss on retirement of preferred stock Miscellaneous adjustment 1 --------- -------------- -------------- 1,998 1 0 --------- -------------- -------------- Balance at end of period 867 1 (2,159) ========= ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Northeast Northeast Utilities Nuclear North Atlantic Service Energy Energy Service Company Company Corporation --------- -------------- -------------- Balance at beginning of period 1 15,350 9 Capital contribution from Northeast Utilities 0 0 0 Issuance of 440,772 common shares 0 0 0 Allocation of benefits--ESOP 0 0 0 Currency translation adjustment 0 0 0 Capital stock expenses, net 0 0 0 --------- -------------- -------------- Balance at end of period 1 15,350 9 ========= ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10B NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Charter Oak The Rocky Energy, Inc. River Realty (consolidated) NUS Energy Company (b) Partners, Inc. -------------- -------------- -------------- Balance at beginning of period 674 (16,704) 0 Addition: Net income (loss) 0 (1,422) (413) -------------- -------------- -------------- 674 (18,126) (413) -------------- -------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire Common shares: $1.38 per share $11.34 per share $15.38 per share $1,332.00 per share $38,000.00 per share $52,000.00 per share Loss on retirement of preferred stock Miscellaneous adjustment -------------- -------------- -------------- 0 0 0 -------------- -------------- -------------- Balance at end of period 674 (18,126) (413) ============== ============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Charter Oak The Energy, Inc. Quinnehtuk (consolidated) NUS Energy Company (b) Partners, Inc. -------------- -------------- -------------- Balance at beginning of period 155 63,913 0 Capital contribution from Northeast Utilities 0 23,000 1 Issuance of 440,772 common shares 0 0 0 Allocation of benefits--ESOP 0 0 0 Currency translation adjustment 0 738 0 Capital stock expenses, net 0 0 0 -------------- -------------- -------------- Balance at end of period 155 87,651 1 ============== ============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10C NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Mode 1 HEC Inc. Communications, (consolidated) Inc. (b) --------------- -------------- Balance at beginning of period 0 (613) Addition: Net income (loss) (428) 417 --------------- -------------- (428) (196) --------------- -------------- Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire Common shares: $1.38 per share $11.34 per share $15.38 per share $1,332.00 per share $38,000.00 per share $52,000.00 per share Loss on retirement of preferred stock Miscellaneous adjustment --------------- -------------- 0 0 --------------- -------------- Balance at end of period (428) (196) =============== ==============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Mode 1 HEC Inc. Communications, (consolidated) Inc. (b) --------------- -------------- Balance at beginning of period 0 3,992 Capital contribution from Northeast Utilities 6,766 0 Issuance of 440,772 common shares 0 0 Allocation of benefits--ESOP 0 0 Currency translation adjustment 0 8 Capital stock expenses, net 0 0 --------------- -------------- Balance at end of period 6,766 4,000 =============== ============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10D NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 1,098,173 1,007,340 Addition: Net income (loss) 17,909 35,607 ------------ ------------ 1,116,082 1,042,947 ------------ ------------ Deductions: Dividends declared: Preferred stock (at required annual rates): The Connecticut Light and Power Company 15,221 Western Massachusetts Electric Company 5,305 Public Service Company of New Hampshire 13,250 Common shares: $1.38 per share 176,277 $11.34 per share 138,608 0 $15.38 per share 16,494 0 $1,332.00 per share 1,998 0 $38,000.00 per share 38,000 0 $52,000.00 per share 52,000 0 Loss on retirement of preferred stock 374 374 Miscellaneous adjustment 1 0 ------------ ------------ 247,474 210,427 ------------ ------------ Balance at end of period 868,608 832,520 ============ ============
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 1,460,968 936,308 Capital contribution from Northeast Utilities 29,768 0 Issuance of 440,772 common shares 0 8,418 Allocation of benefits--ESOP 0 (8,103) Currency translation adjustment 746 746 Capital stock expenses, net 3,077 3,077 ------------ ------------ Balance at end of period 1,494,559 940,446 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
F-10E (This page intentionally left blank) F-11 NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Public Service Light and Company of Northeast Power Company New Hampshire Utilities (consolidated) (consolidated) (parent) (b) (b) ------------ -------------- -------------- Operating Activities: Net income (loss) $ 1,831 $ (80,237) $ 96,902 Adjustments to reconcile to net cash from operating activities: Depreciation 0 247,109 42,983 Deferred income taxes and investment tax credits, net 3,868 (60,773) 94,681 Deferred nuclear plants return, net of amortization 0 7,746 0 Deferred demand side management costs, net of amort. 0 26,941 0 Recoverable energy costs, net of amortization 0 (35,567) 31,663 Amortization of PSNH acquisition costs 0 0 56,884 Deferred cogeneration costs-CL&P, net of amortization 0 25,957 0 Nuclear compliance, net 0 50,500 0 Sale of Seabrook 2 steam generator 0 0 0 Deferred refueling outage, net of amortization 0 45,643 0 Equity in earnings of subsidiary companies (18,272) 0 0 Cash dividends received from subsidiary companies 247,101 0 0 Other sources of cash 17,961 75,552 65,977 Other uses of cash (3,065) (23,862) (51,188) Changes in working capital: Receivables and accrued utility revenues (7,312) (22,378) (36,869) Fuel, materials and supplies 0 (11,455) (3,135) Accounts payable (3,183) 83,951 (7,714) Accrued taxes (4,381) (23,561) (883) Other working capital (excludes cash) (9,343) (5,385) (12,590) ------------ -------------- -------------- Net cash flows from (used for) operating activities 225,205 300,181 276,711 ------------ -------------- -------------- Financing Activities: Issuance of common shares 10,622 0 0 Issuance of long-term debt 0 222,000 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt (18,750) (51,750) 0 Reacquisitions and retirements of long-term debt (14,000) (14,329) (172,500) Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 (15,221) (13,250) Cash dividends on common shares (176,276) (138,608) (52,000) Other paid in capital 0 0 0 ------------ -------------- -------------- Net cash flows (used for) from financing activities (198,404) 2,092 (237,750) ------------ -------------- -------------- Investment Activities: Investment in plant: Electric and other utility plant 0 (140,086) (37,480) Nuclear fuel 0 553 129 ------------ -------------- -------------- Net cash flows used for investments in plant 0 (139,533) (37,351) NU System Money Pool 4,200 (109,050) 850 Investment in subsidiaries (33,217) 0 0 Investment in nuclear decommissioning trusts 0 (50,998) (521) Other investment activities, net 2,208 (2,625) (1,146) ------------ -------------- -------------- Net cash flows (used for) from investments (26,809) (302,206) (38,168) ------------ -------------- -------------- Net (decrease) increase in cash for the period (8) 67 793 Cash and cash equivalents - beginning of period 18 337 345 ------------ -------------- -------------- Cash and cash equivalents - end of period $ 10 $ 404 $ 1,138 ============ ============== ============== Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ 21,770 $ 114,458 $ 58,835 Income taxes (refund) $ (7,700) $ 77,790 $ (337) Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ 2,855 $ - Seabrook Power Contracts $ - $ - $ 93 Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Western North Water Power Massachusetts Atlantic Company Electric Energy (consolidated) Company Corporation (b) -------------- ------------ -------------- Operating Activities: Net income (loss) $ 3,922 $ 32,072 $ (772) Adjustments to reconcile to net cash from operating activities: Depreciation 39,710 24,056 2,016 Deferred income taxes and investment tax credits, net (3,439) 15,749 1,211 Deferred nuclear plants return, net of amortization - (22,648) 0 Deferred demand side management costs, net of amort. 0 0 0 Recoverable energy costs, net of amortization (10,517) 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs-CL&P, net of amortization 0 0 0 Nuclear compliance, net 11,800 0 0 Sale of Seabrook 2 steam generator 0 20,931 0 Deferred refueling outage, net of amortization 6,188 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 21,248 20,843 132 Other uses of cash (10,270) (2,582) (1,301) Changes in working capital: Receivables and accrued utility revenues (1,853) 2,270 283 Fuel, materials and supplies (203) (824) (235) Accounts payable 20,875 19,509 2,128 Accrued taxes (805) 2,140 (1,322) Other working capital (excludes cash) (8,144) (7,675) 446 -------------- ------------ -------------- Net cash flows from (used for) operating activities 68,512 103,841 2,586 -------------- ------------ -------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 23,350 (5,500) 0 Reacquisitions and retirements of long-term debt 0 (45,000) 0 Reacquisitions and retirements of preferred stock (36,500) 0 0 Cash dividends on preferred stock (5,305) 0 0 Cash dividends on common shares (16,494) (38,000) 0 Other paid in capital 0 0 0 -------------- ------------ -------------- Net cash flows (used for) from financing activities (34,949) (88,500) 0 -------------- ------------ -------------- Investment Activities: Investment in plant: Electric and other utility plant (23,468) (5,921) (999) Nuclear fuel 541 (15,752) 0 -------------- ------------ -------------- Net cash flows used for investments in plant (22,927) (21,673) (999) NU System Money Pool - 2,500 (1,500) Investment in subsidiaries 0 0 0 Investment in nuclear decommissioning trusts (9,794) (4,404) 0 Other investment activities, net (977) 222 (122) -------------- ------------ -------------- Net cash flows (used for) from investments (33,698) (23,355) (2,621) -------------- ------------ -------------- Net (decrease) increase in cash for the period (135) (8,014) (35) Cash and cash equivalents - beginning of period 202 8,313 56 -------------- ------------ -------------- Cash and cash equivalents - end of period $ 67 $ 299 $ 21 ============== ============ ============== Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ 21,725 $ 46,322 $ 1,577 Income taxes (refund) $ 7,816 $ (13,160) $ (58) Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ 669 $ - $ - Seabrook Power Contracts $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
North Northeast Northeast Atlantic Utilities Nuclear Energy Service Energy Service Company Company Corporation ------------ ------------- ------------ Operating Activities: Net income (loss) $ 0 $ 1,932 $ 1 Adjustments to reconcile to net cash from operating activities: Depreciation 8,395 1,621 0 Deferred income taxes and investment tax credits, net (1,395) (4,326) (313) Deferred nuclear plants return, net of amortization 0 0 0 Deferred demand side management costs, net of amort. 0 0 0 Recoverable energy costs, net of amortization 0 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs-CL&P, net of amortization 0 0 0 Nuclear compliance, net 0 0 0 Sale of Seabrook 2 steam generator 0 0 0 Deferred refueling outage, net of amortization 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 12,124 52 0 Other uses of cash (8,963) (8,302) (1,613) Changes in working capital: Receivables and accrued utility revenues (72,761) 4,421 (26,057) Fuel, materials and supplies 58 5,319 (298) Accounts payable 93,503 33,372 26,604 Accrued taxes 7,964 2,710 (286) Other working capital (excludes cash) 3,804 13,756 1,892 ------------ ------------- ------------ Net cash flows from (used for) operating activities 42,729 50,555 (70) ------------ ------------- ------------ Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 151,000 0 0 Reacquisitions and retirements of long-term debt 0 (391) 0 Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 0 0 Cash dividends on common shares 0 (1,998) 0 Other paid in capital 0 0 0 ------------ ------------- ------------ Net cash flows (used for) from financing activities 151,000 (2,389) 0 ------------ ------------- ------------ Investment Activities: Investment in plant: Electric and other utility plant (14,896) (169) 0 Nuclear fuel 0 0 0 ------------ ------------- ------------ Net cash flows used for investments in plant (14,896) (169) 0 NU System Money Pool (7,000) (48,000) 0 Investment in subsidiaries 0 0 0 Investment in nuclear decommissioning trusts 0 0 0 Other investment activities, net (185) 0 37 ------------ ------------- ------------ Net cash flows (used for) from investments (22,081) (48,169) 37 ------------ ------------- ------------ Net (decrease) increase in cash for the period 171,648 (3) (33) Cash and cash equivalents - beginning of period 15,747 5 772 ------------ ------------- ------------ Cash and cash equivalents - end of period $ 187,395 $ 2 $ 739 ============ ============= ============ Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ 161 $ 1,965 $ - Income taxes (refund) $ (2,764) $ 3,563 $ - Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ - $ - Seabrook Power Contracts $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
The Rocky Charter Oak The River Energy, Inc. Quinnehtuk Realty (consolidated) Company Company (b) ----------- ---------- -------------- Operating Activities: Net income (loss) $ (289) $ 0 $ (1,422) Adjustments to reconcile to net cash from operating activities: Depreciation 59 2,477 435 Deferred income taxes and investment tax credits, net 26 114 0 Deferred nuclear plants return, net of amortization 0 0 0 Deferred demand side management costs, net of amort. 0 0 0 Recoverable energy costs, net of amortization 0 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs-CL&P, net of amortization 0 0 0 Nuclear compliance, net 0 0 0 Sale of Seabrook 2 steam generator 0 0 0 Deferred refueling outage, net of amortization 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 22 147 37 Other uses of cash (1) 0 (4,662) Changes in working capital: Receivables and accrued utility revenues 0 (860) (1,606) Fuel, materials and supplies 0 0 0 Accounts payable 0 (270) (868) Accrued taxes (29) 4 1,171 Other working capital (excludes cash) (6) (70) 252 ----------- ---------- -------------- Net cash flows from (used for) operating activities (218) 1,542 (6,663) ----------- ---------- -------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 0 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 200 400 0 Reacquisitions and retirements of long-term debt 0 (1,921) 0 Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 0 0 Cash dividends on common shares 0 0 0 Other paid in capital 0 0 23,738 ----------- ---------- -------------- Net cash flows (used for) from financing activities 200 (1,521) 23,738 ----------- ---------- -------------- Investment Activities: Investment in plant: Electric and other utility plant (57) 45 (63) Nuclear fuel 0 0 0 ----------- ---------- -------------- Net cash flows used for investments in plant (57) 45 (63) NU System Money Pool 0 0 0 Investment in subsidiaries 0 0 0 Investment in nuclear decommissioning trusts 0 0 0 Other investment activities, net 21 5 (15,967) ----------- ---------- -------------- Net cash flows (used for) from investments (36) 50 (16,030) ----------- ---------- -------------- Net (decrease) increase in cash for the period (54) 71 1,045 Cash and cash equivalents - beginning of period 125 0 1,798 ----------- ---------- -------------- Cash and cash equivalents - end of period $ 71 $ 71 $ 2,843 =========== ========== ============== Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ 268 $ 5,049 $ - Income taxes (refund) $ (110) $ (116) $ (944) Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ - $ - Seabrook Power Contracts $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
NUSCO Energy Mode 1 HEC, Inc. Partners, Communications, (consolidated) Inc. Inc. (b) ----------- --------------- -------------- Operating Activities: Net income (loss) $ (413) $ (428) $ 417 Adjustments to reconcile to net cash from operating activities: Depreciation 0 0 419 Deferred income taxes and investment tax credits, net 0 0 14 Deferred nuclear plants return, net of amortization 0 0 0 Deferred demand side management costs, net of amort. 0 0 0 Recoverable energy costs, net of amortization 0 0 0 Amortization of PSNH acquisition costs 0 0 0 Deferred cogeneration costs-CL&P, net of amortization 0 0 0 Nuclear compliance, net 0 0 0 Sale of Seabrook 2 steam generator 0 0 0 Deferred refueling outage, net of amortization 0 0 0 Equity in earnings of subsidiary companies 0 0 0 Cash dividends received from subsidiary companies 0 0 0 Other sources of cash 1 0 8 Other uses of cash 0 0 (1,848) Changes in working capital: Receivables and accrued utility revenues (355) (310) 1,375 Fuel, materials and supplies 0 0 (63) Accounts payable 769 585 (291) Accrued taxes 0 0 68 Other working capital (excludes cash) (2) 0 813 ----------- --------------- -------------- Net cash flows from (used for) operating activities 0 (153) 912 ----------- --------------- -------------- Financing Activities: Issuance of common shares 0 0 0 Issuance of long-term debt 0 0 150 Issuance of Monthly Income Preferred Securities 0 0 0 Net (decrease) increase in short-term debt 0 0 (1,200) Reacquisitions and retirements of long-term debt 0 0 0 Reacquisitions and retirements of preferred stock 0 0 0 Cash dividends on preferred stock 0 0 0 Cash dividends on common shares 0 0 0 Other paid in capital 0 6,766 0 ----------- --------------- -------------- Net cash flows (used for) from financing activities 0 6,766 (1,050) ----------- --------------- -------------- Investment Activities: Investment in plant: Electric and other utility plant 0 0 (125) Nuclear fuel 0 0 0 ----------- --------------- -------------- Net cash flows used for investments in plant 0 0 (125) NU System Money Pool 0 0 0 Investment in subsidiaries 0 0 0 Investment in nuclear decommissioning trusts 0 0 0 Other investment activities, net 0 (6,536) 0 ----------- --------------- -------------- Net cash flows (used for) from investments 0 (6,536) (125) ----------- --------------- -------------- Net (decrease) increase in cash for the period 0 77 (263) Cash and cash equivalents - beginning of period 0 0 1,322 ----------- --------------- -------------- Cash and cash equivalents - end of period $ 0 $ 77 $ 1,059 =========== =============== ============== Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ - $ - $ 55 Income taxes (refund) $ - $ - $ 210 Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ - $ - $ - Seabrook Power Contracts $ - $ - $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
NORTHEAST UTILITIES AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net income (loss) $ 17,909 $ 35,607 Adjustments to reconcile to net cash from operating activities: Depreciation 9,773 359,507 Deferred income taxes and investment tax credits, net (313) 45,730 Deferred nuclear plants return, net of amortization 46 (14,948) Deferred demand side management costs, net of amort. 0 26,941 Recoverable energy costs, net of amortization (132) (14,289) Amortization of PSNH acquisition costs 0 56,884 Deferred cogeneration costs-CL&P, net of amortization 0 25,957 Nuclear compliance, net (900) 63,200 Sale of Seabrook 2 steam generator 20,931 0 Deferred refueling outage, net of amortization 0 51,831 Equity in earnings of subsidiary companies (18,272) 0 Cash dividends received from subsidiary companies 247,101 0 Other sources of cash 49,189 164,915 Other uses of cash (76,068) (41,589) Changes in working capital: Receivables and accrued utility revenues (130,020) (31,992) Fuel, materials and supplies (2) (10,834) Accounts payable 80,869 188,101 Accrued taxes 50,958 (68,168) Other working capital (excludes cash) (869) (21,383) ------------- ------------- Net cash flows from (used for) operating activities 250,200 815,470 ------------- ------------- Financing Activities: Issuance of common shares 0 10,622 Issuance of long-term debt 0 222,150 Issuance of Monthly Income Preferred Securities 0 0 Net (decrease) increase in short-term debt 158,000 (60,250) Reacquisitions and retirements of long-term debt 1 (248,142) Reacquisitions and retirements of preferred stock 0 (36,500) Cash dividends on preferred stock 0 (33,776) Cash dividends on common shares (247,099) (176,277) Other paid in capital 30,504 0 ------------- ------------- Net cash flows (used for) from financing activities (58,594) (322,173) ------------- ------------- Investment Activities: Investment in plant: Electric and other utility plant (390) (222,829) Nuclear fuel 0 (14,529) ------------- ------------- Net cash flows used for investments in plant (390) (237,358) NU System Money Pool (158,000) 0 Investment in subsidiaries (33,217) 0 Investment in nuclear decommissioning trusts (1) (65,716) Other investment activities, net (1) (25,064) ------------- ------------- Net cash flows (used for) from investments (191,609) (328,138) ------------- ------------- Net (decrease) increase in cash for the period (3) 165,159 Cash and cash equivalents - beginning of period 3 29,038 ------------- ------------- Cash and cash equivalents - end of period $ 0 $ 194,197 ============= ============= Supplemental Cash Flow Information: Cash paid (received) during the year for: Interest, net of amounts capitalized $ 4,056 $ 268,129 Income taxes (refund) $ 1 $ 64,189 Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ 0 $ 3,524 Seabrook Power Contracts $ 93 $ - Note: Individual columns may not add to consolidated due to rounding. The accompaning notes are an integral part of these financial statements. (a) Not covered by auditors' report. (b) See supporting statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1996 (Thousands of Dollars)
The Electric Connecticut Power, Light and CL&P Incorporated Power Company Capital,L.P. (inactive) ------------- ------------ ------------ Utility Plant, at original cost: Electric 6,283,734 0 2 Less: Accumulated provision for depreciation 2,665,519 0 0 ------------- ------------ ------------ 3,618,215 0 2 Construction work in progress 95,873 0 0 Nuclear fuel, net 133,050 0 0 ------------- ------------ ------------ Total net utility plant 3,847,138 0 2 ------------- ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 296,960 0 0 Investments in regional nuclear generating companies, at equity 56,925 0 0 Investments in subsidiary companies, at equity 3,167 0 0 Other, at cost 16,557 0 0 ------------- ------------ ------------ 373,609 0 0 ------------- ------------ ------------ Long-term Loan Receivable 0 103,100 0 ------------- ------------ ------------ Current Assets: Cash 59 288 0 Notes receivable from affiliated companies 109,050 0 0 Receivables, net 226,112 0 0 Receivables from affiliated companies 3,769 0 0 Taxes receivable 40,134 0 0 Accrued utility revenues 78,451 0 0 Fuel, materials, and supplies, at average cost 79,937 0 0 Recoverable energy costs, net--current portion 25,436 0 0 Prepayments and other 63,344 0 0 ------------- ------------ ------------ 626,292 288 0 ------------- ------------ ------------ Deferred Charges: Regulatory assets 1,370,781 0 0 Unamortized debt expense 17,033 0 0 Other 12,283 0 0 ------------- ------------ ------------ 1,400,097 0 0 ------------- ------------ ------------ Total Assets 6,247,136 103,388 2 ============= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1996 (Thousands of Dollars)
The City and Suburban Electric and Research Gas Company Park, (inactive) Incorporated Eliminations ------------ ------------ ------------ Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 ------------ ------------ ------------ 0 0 0 Construction work in progress 0 0 0 Nuclear fuel, net 0 0 0 ------------ ------------ ------------ Total net utility plant 0 0 0 ------------ ------------ ------------ Long-term Loan Receivable 0 0 103,100 ------------ ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 0 0 0 Investments in regional nuclear generating companies, at equity 0 0 0 Investments in subsidiary companies, at equity 0 0 3,167 Other, at cost 0 0 (8) ------------ ------------ ------------ 0 0 3,159 ------------ ------------ ------------ Current Assets: Cash 1 56 0 Notes receivable from affiliated companies 0 0 0 Receivables, net 0 0 0 Receivables from affiliated companies 0 0 288 Taxes receivable 0 0 0 Accrued utility revenues 0 0 0 Fuel, materials, and supplies, at average cost 0 0 0 Recoverable energy costs, net--current portion 0 0 0 Prepayments and other 0 0 0 ------------ ------------ ------------ 1 56 288 ------------ ------------ ------------ Deferred Charges: Regulatory assets 0 0 0 Unamortized debt expense 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 0 ------------ ------------ ------------ Total Assets 1 56 106,547 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1996 (Thousands of Dollars)
Consolidated ------------ Utility Plant, at original cost: Electric 6,283,736 Less: Accumulated provision for depreciation 2,665,519 ------------ 3,618,217 Construction work in progress 95,873 Nuclear fuel, net 133,050 ------------ Total net utility plant 3,847,140 ------------ Long-term Loan Receivable 0 ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 296,960 Investments in regional nuclear generating companies, at equity 56,925 Investments in subsidiary companies, at equity 0 Other, at cost 16,565 ------------ 370,450 ------------ Current Assets: Cash 404 Notes receivable from affiliated companies 109,050 Receivables, net 226,112 Receivables from affiliated companies 3,481 Taxes receivable 40,134 Accrued utility revenues 78,451 Fuel, materials, and supplies, at average cost 79,937 Recoverable energy costs, net--current portion 25,436 Prepayments and other 63,344 ------------ 626,349 ------------ Deferred Charges: Regulatory assets 1,370,781 Unamortized debt expense 17,033 Other 12,283 ------------ 1,400,097 ------------ Total Assets 6,244,036 ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-14B THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
The Electric Connecticut Power, Light and CL&P Incorporated Power Company Capital,L.P. (inactive) ------------- ------------ ------------ Common stockholder's equity: Common stock 122,229 0 1 Capital surplus, paid in 639,657 3,100 0 Retained earnings 551,410 0 0 ------------- ------------ ------------ Total common stockholder's equity 1,313,296 3,100 1 Preferred stock not subject to mandatory redemption 116,200 0 0 Preferred stock subject to mandatory redemption 155,000 0 0 MIPS Preferred stock 0 100,000 0 Long-term debt 1,937,505 0 0 ------------- ------------ ------------ Total capitalization 3,522,001 103,100 1 ------------- ------------ ------------ Minority Interest in Common Equity of Subsidiary 0 0 0 ------------- ------------ ------------ Obligations Under Capital Leases 143,347 0 0 ------------- ------------ ------------ Current Liabilities: Notes payable to affiliated companies 0 0 1 Long-term debt and preferred stock-- current portion 204,116 0 0 Obligations under capital leases-- current portion 12,361 0 0 Accounts payable 160,945 0 0 Accounts payable to affiliated companies 78,481 288 0 Accrued taxes 28,707 0 0 Accrued interest 31,513 0 0 Nuclear compliance 50,500 0 0 Other 34,433 0 0 ------------- ------------ ------------ 601,056 288 1 ------------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 1,365,641 0 0 Accumulated deferred investment tax credits 135,080 0 0 Deferred contractual obligation 305,627 0 0 Other 174,384 0 0 ------------- ------------ ------------ 1,980,732 0 0 ------------- ------------ ------------ Total Capitalization and Liabilities 6,247,136 103,388 2 ============= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
The City and Suburban Electric and Research Gas Company Park, (inactive) Incorporated Eliminations ------------ ------------ ------------ Common stockholder's equity: Common stock 1 5 7 Capital surplus, paid in 0 0 3,100 Retained earnings 0 51 51 ------------ ------------ ------------ Total common stockholder's equity 1 56 3,158 Preferred stock not subject to mandatory redemption 0 0 0 Preferred stock subject to mandatory redemption 0 0 0 MIPS Preferred stock 0 0 100,000 Long-term debt 0 0 103,100 ------------ ------------ ------------ Total capitalization 1 56 206,258 ------------ ------------ ------------ Minority Interest in Common Equity of Subsidiary 0 0 (100,000) ------------ ------------ ------------ Obligations Under Capital Leases 0 0 0 ------------ ------------ ------------ Current Liabilities: Notes payable to affiliated companies 0 0 1 Long-term debt and preferred stock-- current portion 0 0 0 Obligations under capital leases-- current portion 0 0 0 Accounts payable 0 0 0 Accounts payable to affiliated companies 0 0 288 Accrued taxes 0 0 0 Accrued interest 0 0 0 Nuclear compliance 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 289 ------------ ------------ ------------ Deferred Credits: Accumulated deferred income taxes 0 0 0 Accumulated deferred investment tax credits 0 0 0 Deferred contractual obligation 0 0 0 Other 0 0 0 ------------ ------------ ------------ 0 0 0 ------------ ------------ ------------ Total Capitalization and Liabilities 1 56 106,547 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Consolidated ------------ Common stockholder's equity: Common stock 122,229 Capital surplus, paid in 639,657 Retained earnings 551,410 ------------ Total common stockholder's equity 1,313,296 Preferred stock not subject to mandatory redemption 116,200 Preferred stock subject to mandatory redemption 155,000 MIPS Preferred stock 0 Long-term debt 1,834,405 ------------ Total capitalization 3,418,901 ------------ Minority Interest in Common Equity of Subsidiary 100,000 ------------ Obligations Under Capital Leases 143,347 ------------ Current Liabilities: Notes payable to affiliated companies 0 Long-term debt and preferred stock-- current portion 204,116 Obligations under capital leases-- current portion 12,361 Accounts payable 160,945 Accounts payable to affiliated companies 78,481 Accrued taxes 28,707 Accrued interest 31,513 Nuclear compliance 50,500 Other 34,433 ------------ 601,056 ------------ Deferred Credits: Accumulated deferred income taxes 1,365,641 Accumulated deferred investment tax credits 135,080 Deferred contractual obligation 305,627 Other 174,384 ------------ 1,980,732 ------------ Total Capitalization and Liabilities 6,244,036 ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a)Not included are the following inactive subsidiaries: The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b)Not covered by auditors' report.
F-15B THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES(a) Consolidating Statement of Income(b) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ----------- ------------ ------------ Operating Revenues 2,397,460 0 0 ----------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 830,924 0 0 Other 778,329 0 0 Maintenance 300,005 0 0 Depreciation 247,109 0 0 Amortization of regulatory assets, net 57,432 0 0 Federal and state income taxes (20,174) 0 0 Taxes other than income taxes 174,062 0 0 ----------- ------------ ------------ Total operating expenses 2,367,687 0 0 ----------- ------------ ------------ Operating Income 29,773 0 0 ----------- ------------ ------------ Other Income: Deferred nuclear plants return-- other funds 1,268 0 0 Equity in earnings of regional nuclear generating companies 6,619 0 0 Other, net 19,730 9,588 0 Income taxes--credit 160 0 0 ----------- ------------ ------------ Other income, net 27,777 9,588 0 ----------- ------------ ------------ Income before interest charges 57,550 9,588 0 ----------- ------------ ------------ Interest Charges: Interest on long-term debt 127,198 0 0 Other interest 10,735 0 0 Deferred nuclear plants return-- borrowed funds (146) 0 0 ----------- ------------ ------------ Interest charges, net 137,787 0 0 ----------- ------------ ------------ Net Income ($80,237) $9,588 $0 =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-16 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES(a) Consolidating Statement of Income(b) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Operating Revenues 0 2,397,460 ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 0 830,924 Other 0 778,329 Maintenance 0 300,005 Depreciation 0 247,109 Amortization of regulatory assets, net 0 57,432 Federal and state income taxes 0 (20,174) Taxes other than income taxes 0 174,062 ------------ ------------ Total operating expenses 0 2,367,687 ------------ ------------ Operating Income 0 29,773 ------------ ------------ Other Income: Deferred nuclear plants return-- other funds 0 1,268 Equity in earnings of regional nuclear generating companies 0 6,619 Other, net 9,876 19,442 Minority interest in income of subsidiary 9,300 (9,300) Income taxes--credit 0 160 ------------ ------------ Other income, net 19,176 18,189 ------------ ------------ Income before interest charges 19,176 47,962 ------------ ------------ Interest Charges: Interest on long-term debt 0 127,198 Other interest 9,588 1,147 Deferred nuclear plants return-- borrowed funds 0 (146) ------------ ------------ Interest charges, net 9,588 128,199 ------------ ------------ Net Income $9,588 ($80,237) ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-16A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ------------ ------------ ------------ Balance at beginning of period 785,476 0 51 Addition: Net income (80,237) 9,588 0 ------------ ------------ ------------ 705,239 9,588 51 Deductions: ------------ ------------ ------------ Dividends declared: Preferred stock (at required annual rates) 15,221 Common stock $11.34 per share 138,608 MIPS Partnership distribution 0 9,300 Cash distribution to The Connecticut Light and Power Company 0 288 Loss on the retirement of preferred stock 0 0 ------------ ------------ ------------ Total deductions 153,829 9,588 0 ------------ ------------ ------------ Balance at end of period 551,410 0 51 ============ ============ ============
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Light and Research Power CL&P Park, Company Capital,L.P. Incorporated ------------ ------------ ------------ Balance at beginning of period 637,981 3,100 0 Capital stock expenses, net 1,676 0 0 ------------ ------------ ------------ Balance at end of period 639,657 3,100 0 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-17 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 51 785,476 Addition: Net income 9,588 (80,237) ------------ ------------ 9,639 705,239 Deductions: ------------ ------------ Dividends declared: Preferred stock (at required annual rates) 15,221 Common stock $11.34 per share 138,608 MIPS Partnership distribution 9,300 0 Cash distribution to The Connecticut Light and Power Company 288 0 Loss on the retirement of preferred stock 0 0 ------------ ------------ Total deductions 9,588 153,829 ------------ ------------ Balance at end of period 51 551,410 ============ ============
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 3,100 637,981 Capital stock expenses, net 0 1,676 ------------ ------------ Balance at end of period 3,100 639,657 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power,Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report.
F-17A THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1996 (Thousands of Dollars)
The Connecticut Research Light and CL&P Park, Power Company Capital, LP Incorporated -------------- ------------- ------------- Operating Activities: Net (loss)/income $ (80,237) $ 9,588 $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 247,109 0 0 Deferred income taxes and investment tax credits, net (60,773) 0 0 Deferred nuclear plants return, net of amortization 7,746 0 0 Deferred demand-side-management costs, net of amort. 26,941 0 0 Recoverable energy costs, net of amortization (35,567) 0 0 Deferred cogeneration costs, net of amortization 25,957 0 0 Nuclear compliance, net 50,500 0 0 Deferred nuclear refueling outage, net of amortization 45,643 0 0 Other sources of cash 75,552 0 0 Other uses of cash (23,862) 0 0 Changes in working capital: Receivables and accrued utility revenues (22,666) 0 0 Fuel, materials, and supplies (11,455) 0 0 Accounts payable 84,165 74 0 Accrued taxes (23,561) 0 0 Other working capital (excludes cash) (5,385) 0 0 -------------- ------------- ------------- Net cash flows from operating activities 300,107 9,662 0 -------------- ------------- ------------- Financing Activities: Issuance of long-term debt 222,000 0 0 Issuance of Monthly Income Preferred Securities (MIPS) 0 0 0 Loan receivable from associated company 0 0 0 Other paid in capital 0 0 0 Net decrease in short-term debt (51,750) 0 0 Reacquisitions and retirements of long-term debt (14,329) 0 0 Reacquisitions and retirements of preferred stock 0 0 0 MIPS partnership distribution 0 (9,300) 0 Cash distribution to CL&P 0 (288) 0 Cash dividends on preferred stock (15,221) 0 0 Cash dividends on common stock (138,608) 0 0 -------------- ------------- ------------- Net cash flows used for financing activities 2,092 (9,588) 0 -------------- ------------- ------------- Investment Activities: Investment in plant: Electric utility plant (140,086) 0 0 Nuclear fuel 553 0 0 -------------- ------------- ------------- Net cash flows used for investments in plant (139,533) 0 0 Investment in NU system money pool (109,050) 0 0 Investment in nuclear decommissioning trusts (50,998) 0 0 Other investment activities, net (2,625) 0 0 -------------- ------------- ------------- Net cash flows used for investments (302,206) 0 0 -------------- ------------- ------------- Net (decrease) increase in cash for the period (7) 74 0 Cash and cash equivalents - beginning of period 66 214 56 -------------- ------------- ------------- Cash and cash equivalents - end of period $ 59 $ 288 $ 56 ============== ============= ============= Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 124,046 $ 0 $ 0 ============== ============= ============= Income taxes $ 77,790 $ 0 $ 0 ============== ============= ============= Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ 2,855 $ 0 $ 0 ============== ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included are the following inactive subsidiaries: Electric Power, Incorporated, The City and Suburban Electric and Gas Company, The Connecticut Transmission Corporation, The Connecticut Steam Company and The Nutmeg Power Company. (b) Not covered by auditors' report. F-18
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------- -------------- Operating Activities: Net (loss)/income $ 9,588 $ (80,237) Adjustments to reconcile to net cash from operating activities: Depreciation 0 247,109 Deferred income taxes and investment tax credits, net 0 (60,773) Deferred nuclear plants return, net of amortization 0 7,746 Deferred demand-side-management costs, net of amort. 0 26,941 Recoverable energy costs, net of amortization 0 (35,567) Deferred cogeneration costs, net of amortization 0 25,957 Nuclear compliance, net 0 50,500 Deferred nuclear refueling outage, net of amortization 0 45,643 Other sources of cash 0 75,552 Other uses of cash 0 (23,862) Changes in working capital: Receivables and accrued utility revenues (288) (22,378) Fuel, materials, and supplies 0 (11,455) Accounts payable 288 83,951 Accrued taxes 0 (23,561) Other working capital (excludes cash) 0 (5,385) ------------- -------------- Net cash flows from operating activities 9,588 300,181 ------------- -------------- Financing Activities: Issuance of long-term debt 0 222,000 Issuance of Monthly Income Preferred Securities (MIPS) 0 0 Loan receivable from associated company 0 0 Other paid in capital 0 0 Net decrease in short-term debt 0 (51,750) Reacquisitions and retirements of long-term debt 0 (14,329) Reacquisitions and retirements of preferred stock 0 0 MIPS partnership distribution (9,300) 0 Cash distribution to CL&P (288) 0 Cash dividends on preferred stock 0 (15,221) Cash dividends on common stock 0 (138,608) ------------- -------------- Net cash flows used for financing activities (9,588) 2,092 ------------- -------------- Investment Activities: Investment in plant: Electric utility plant 0 (140,086) Nuclear fuel 0 553 ------------- -------------- Net cash flows used for investments in plant 0 (139,533) Investment in NU system money pool 0 (109,050) Investment in nuclear decommissioning trusts 0 (50,998) Other investment activities, net 0 (2,625) ------------- -------------- Net cash flows used for investments 0 (302,206) ------------- -------------- Net (decrease) increase in cash for the period 0 67 Cash and cash equivalents - beginning of period 0 337 ------------- -------------- Cash and cash equivalents - end of period $ 0 $ 404 ============= ============== Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 9,588 $ 114,458 ============= ============== Income taxes $ 0 $ 77,790 ============= ============== Increase in obligations: Niantic Bay Fuel Trust and other capital leases $ 0 $ 2,855 ============= ============== Note: Individual columns may not add to consolidated due to rou The accompanying notes are an integral part of these financial s (a) Not included are the following inactive subsidiaries: Elect The City and Suburban Electric and Gas Company, The Conn Corporation, The Connecticut Steam Company and The Nutme (b) Not covered by auditors' report.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Assets December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Utility Plant, at cost: Electric 1,877,955 201 0 1,878,155 Other 0 8,694 0 8,694 -------------- ----------- ------------ ------------ 1,877,955 8,895 0 1,886,849 Less: Accumulated provision for depreciation 552,780 2,376 0 555,155 -------------- ----------- ------------ ------------ 1,325,175 6,519 0 1,331,694 Unamortized acquisition costs 491,709 0 0 491,709 Construction work in progress 11,032 0 0 11,032 Nuclear fuel, net 1,313 0 0 1,313 -------------- ----------- ------------ ------------ Total net utility plant 1,829,229 6,519 0 1,835,748 -------------- ----------- ------------ ------------ Other Property and Investments: Nuclear decommissioning trusts, at market 3,229 0 0 3,229 Investments in regional nuclear generating companies, at equity 12,967 0 0 12,967 Investments in subsidiary companies, at equity 6,611 0 6,611 0 Other, at cost 1,835 250 0 2,085 -------------- ----------- ------------ ------------ 24,642 250 6,611 18,281 -------------- ----------- ------------ ------------ Current Assets: Cash 1,015 123 0 1,138 Notes receivable from affiliated companies 18,250 0 0 18,250 Receivables, net 105,381 0 0 105,381 Accounts receivable from affiliated companies 32,452 150 290 32,312 Taxes receivable from affiliated companies 613 0 0 613 Accrued utility revenues 36,317 0 0 36,317 Fuel, materials, and supplies, at average cost 44,852 0 0 44,852 Prepayments and other 24,016 28 0 24,044 -------------- ----------- ------------ ------------ 262,896 301 290 262,907 -------------- ----------- ------------ ------------ Deferred Charges: Regulatory assets 684,504 0 0 684,504 Unamortized debt expense 12,731 0 0 12,731 Deferred receivable from affiliated company 33,284 0 0 33,284 Other 3,926 0 0 3,926 -------------- ----------- ------------ ------------ 734,445 0 0 734,445 -------------- ----------- ------------ ------------ Total Assets 2,851,212 7,070 6,901 2,851,381 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-20 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Balance Sheet (b) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Capitalization: Common stockholder's equity: Common stock 1 1 1 1 Capital surplus, paid in 423,058 0 0 423,058 Retained earnings 174,691 1,269 1,269 174,691 -------------- ----------- ------------ ------------ Total common stockholder's equity 597,750 1,270 1,270 597,750 Preferred stock subject to mandatory redemption 100,000 0 0 100,000 Long-term debt 686,485 5,342 5,341 686,485 -------------- ----------- ------------ ------------ Total capitalization 1,384,235 6,612 6,611 1,384,235 -------------- ----------- ------------ ------------ Obligations Under Seabrook Power Contracts and Other Capital Leases 871,707 0 0 871,707 -------------- ----------- ------------ ------------ Current Liabilities: Long-term debt and preferred stock-- current portion 25,000 0 0 25,000 Obligations under Seabrook Power Contracts and other capital leases--current portion 42,910 0 0 42,910 Accounts payable 37,675 1 0 37,676 Accounts payable to affiliated companies 31,130 140 290 30,981 Accrued taxes 81 50 0 131 Accrued interest 7,992 0 0 7,992 Accrued pension benefits 44,790 0 0 44,790 Other 37,516 69 0 37,585 -------------- ----------- ------------ ------------ 227,094 260 290 227,065 -------------- ----------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 258,317 198 0 258,515 Accumulated deferred investment tax credits 4,511 0 0 4,511 Deferred contractual obligation 50,271 0 0 50,271 Deferred revenue from affiliated company 33,284 0 0 33,284 Other 21,793 0 0 21,793 -------------- ----------- ------------ ------------ 368,176 198 0 368,374 -------------- ----------- ------------ ------------ Total Capitalization and Liabilities 2,851,212 7,070 6,901 2,851,381 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-21 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Income (b) Year Ended December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated --------------- ----------- ------------ ------------ Operating Revenues 1,110,169 1,260 1,260 1,110,169 --------------- ----------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 356,629 0 0 356,629 Other 327,287 4 1,260 326,031 Maintenance 45,728 0 0 45,728 Depreciation 42,983 0 0 42,983 Amortization of regulatory assets, net 56,884 0 0 56,884 Federal and state income taxes 80,340 33 0 80,373 Taxes other than income taxes 45,123 104 0 45,227 --------------- ----------- ------------ ------------ Total operating expenses 954,974 141 1,260 953,855 --------------- ----------- ------------ ------------ Operating Income 155,195 1,119 0 156,314 --------------- ----------- ------------ ------------ Other Income: Equity in earnings of regional nuclear generating companies 1,430 0 0 1,430 Other, net 8,720 (147) 972 7,601 Income taxes--credit (7,723) 0 0 (7,723) --------------- ----------- ------------ ------------ Other income, net 2,427 (147) 972 1,308 --------------- ----------- ------------ ------------ Income before interest charges 157,622 972 972 157,622 --------------- ----------- ------------ ------------ Interest Charges: Interest on long-term debt 57,557 0 0 57,557 Other interest 3,163 327 327 3,163 --------------- ----------- ------------ ------------ Interest charges, net 60,720 327 327 60,720 --------------- ----------- ------------ ------------ Net Income 96,902 645 645 96,902 =============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-22 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Retained Earnings (b) Year Ended December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Balance at beginning of period 143,039 624 624 143,039 Addition: Net income 96,902 645 645 96,902 -------------- ----------- ------------ ------------ 239,941 1,269 1,269 239,941 Deductions: Dividends declared: Preferred Stock 13,250 0 0 13,250 Common stock $52,000.00 per share 52,000 0 0 52,000 -------------- ----------- ------------ ------------ Total deductions 65,250 0 0 65,250 -------------- ----------- ------------ ------------ Balance at end of period 174,691 1,269 1,269 174,691 ============== =========== ============ ============
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Capital Surplus, Paid In (b) Year Ended December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. Eliminations Consolidated -------------- ----------- ------------ ------------ Balance at beginning of period 422,385 0 0 422,385 Capital stock expenses, net 673 0 0 673 -------------- ----------- ------------ ------------ Balance at end of period 423,058 0 0 423,058 ============== =========== ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-23 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1996 (Thousands of Dollars)
Public Service Company of Properties, New Hampshire Inc. --------------- ------------- Operating Activities: Net income $ 96,902 $ 645 Adjustments to reconcile to net cash from operating activities: Depreciation 42,983 0 Deferred income taxes and investment tax credits, net 94,646 35 Recoverable energy costs, net of amortization 31,663 0 Amortization of acquisition costs 56,884 0 Other sources of cash 65,922 56 Other uses of cash (51,188) 0 Changes in working capital: Receivables and accrued utility revenues (36,907) 2 Fuel, materials, and supplies (3,135) 0 Accounts payable (7,714) 36 Accrued taxes (717) (166) Other working capital (excludes cash) (12,659) 68 --------------- ------------- Net cash flows from operating activities 276,680 676 --------------- ------------- Financing Activities: Reacquisitions and retirements of long-term debt (172,500) (781) Cash dividends on preferred stock (13,250) 0 Cash dividends on common stock (52,000) 0 --------------- ------------- Net cash flows used for financing activities (237,750) (781) --------------- ------------- Investment Activities: Investment in plant: Electric utility plant (37,480) 0 Nuclear fuel 129 0 --------------- ------------- Net cash flows used for investments in plant (37,351) 0 Investment in NU system money pool 850 0 Investment in nuclear decommissioning trusts (521) 0 Other investment activities, net (1,010) 0 --------------- ------------- Net cash flows (used for) from investments (38,032) 0 --------------- ------------- Net increase in cash for the period 898 (105) Cash - beginning of period 117 228 --------------- ------------- Cash - end of period $ 1,015 $ 123 =============== ============= Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 58,835 $ 327 =============== ============= Income taxes $ (457) $ 120 =============== ============= Increase in obligations: Seabrook Power Contracts and other capital leases $ 93 $ 0 =============== ============= Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-24 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a) Consolidating Statement of Cash Flows (b) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net income $ 645 $ 96,902 Adjustments to reconcile to net cash from operating activities: Depreciation 0 42,983 Deferred income taxes and investment tax credits, net 0 94,681 Recoverable energy costs, net of amortization 0 31,663 Amortization of acquisition costs 0 56,884 Other sources of cash 1 65,977 Other uses of cash 0 (51,188) Changes in working capital: Receivables and accrued utility revenues (36) (36,869) Fuel, materials, and supplies 0 (3,135) Accounts payable 36 (7,714) Accrued taxes 0 (883) Other working capital (excludes cash) (1) (12,590) ------------- ------------- Net cash flows from operating activities 645 276,711 ------------- ------------- Financing Activities: Reacquisitions and retirements of long-term debt (781) (172,500) Cash dividends on preferred stock 0 (13,250) Cash dividends on common stock 0 (52,000) ------------- ------------- Net cash flows used for financing activities (781) (237,750) ------------- ------------- Investment Activities: Investment in plant: Electric utility plant 0 (37,480) Nuclear fuel 0 129 ------------- ------------- Net cash flows used for investments in plant 0 (37,351) Investment in NU system money pool 0 850 Investment in nuclear decommissioning trusts 0 (521) Other investment activities, net 136 (1,146) ------------- ------------- Net cash flows (used for) from investments 136 (38,168) ------------- ------------- Net increase in cash for the period 0 793 Cash - beginning of period 0 345 ------------- ------------- Cash - end of period $ 0 $ 1,138 ============= ============= Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 327 $ 58,835 ============= ============= Income taxes $ 0 $ (337) ============= ============= Increase in obligations: Seabrook Power Contracts and other capital leases $ 0 $ 93 ============= ============= Note: Individual columns may not add to consolidated due to rounding The accompanying notes are an integral part of these financial statements (a) Not included is New Hampshire Electric Company which is an inactive subsidiary. (b) Not covered by auditors' report.
F-24 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated -------- --------- ------------ ------------ Utility Plant, at original cost: Electric 94,466 1,436 0 95,902 Less: Accumulated provision for depreciation 40,265 959 0 41,225 -------- --------- ------------ ------------ 54,201 477 0 54,677 Construction work in progress 1,952 3 0 1,956 -------- --------- ------------ ------------ Total net utility plant 56,153 480 0 56,633 -------- --------- ------------ ------------ Other Property and Investments: Investments in subsidiary company, at equity 172 0 172 0 Other, at cost 3,479 0 0 3,479 -------- --------- ------------ ------------ 3,651 0 172 3,479 -------- --------- ------------ ------------ Current Assets: Cash 1 20 0 21 Notes receivables from affiliated companies 8,500 0 0 8,500 Receivables, net 3,333 3 0 3,336 Accounts receivable from affiliated companies 2,501 2,573 4,715 359 Taxes receivable 662 0 662 0 Fuel, materials, and supplies, at average cost 6,648 0 0 6,648 Prepayments and other 190 0 0 190 -------- --------- ------------ ------------ 21,835 2,596 5,377 19,054 -------- --------- ------------ ------------ Deferred Charges: Regulatory assets 2,441 48 0 2,489 Unamortized debt expense 946 0 0 946 Other 349 0 0 349 -------- --------- ------------ ------------ 3,736 48 0 3,784 -------- --------- ------------ ------------ Total Assets 85,375 3,124 5,549 82,950 ======== ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-26 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated -------- --------- ------------ ------------ Capitalization: Common stockholder's equity: Common stock 2,400 485 485 2,400 Capital surplus, paid in 6,000 0 0 6,000 Retained earnings 11,492 (779) (779) 11,492 -------- --------- ------------ ------------ Total common stockholder's equity 19,892 (294) (294) 19,892 Long-term debt 38,300 424 424 38,300 -------- --------- ------------ ------------ Total capitalization 58,192 130 130 58,192 -------- --------- ------------ ------------ Current Liabilities: Accounts payable 3,012 0 0 3,012 Accounts payable to affiliated companies 3,766 2,137 4,715 1,188 Accrued taxes 356 654 662 348 Accrued interest 173 0 0 173 Accrued pension benefits 1,439 0 0 1,439 Other 668 22 0 690 -------- --------- ------------ ------------ 9,414 2,813 5,377 6,850 -------- --------- ------------ ------------ Deferred Credits: Accumulated deferred income taxes 13,235 117 0 13,353 Accumulated deferred investment tax credits 2,756 22 0 2,777 Other 1,778 42 42 1,778 -------- --------- ------------ ------------ 17,769 181 42 17,908 -------- --------- ------------ ------------ Total Capitalization and Liabilities 85,375 3,124 5,549 82,950 ======== ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-27 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Operating Revenues 63,968 27,337 54,458 36,847 ------- --------- ------------ ------------ Operating Expenses: Operation-- Fuel, purchased and net interchange power 36,594 17,612 35,189 19,018 Other 19,962 9,750 19,269 10,443 Maintenance 3,442 0 0 3,442 Depreciation 1,976 41 0 2,016 Federal and state income taxes (302) (25) 0 (327) Taxes other than income taxes 2,200 36 0 2,236 ------- --------- ------------ ------------ Total operating expenses 63,872 27,414 54,458 36,828 ------- --------- ------------ ------------ Operating Income (Loss) 96 (77) 0 19 ------- --------- ------------ ------------ Other Income: Other, net 881 (1) (71) 951 Income taxes--credit (311) 7 0 (304) ------- --------- ------------ ------------ Other income, net 570 6 (71) 647 ------- --------- ------------ ------------ Income before interest charges 666 (71) (71) 666 ------- --------- ------------ ------------ Interest Charges: Interest on long-term debt 1,473 0 0 1,473 Other interest (35) 21 21 (35) ------- --------- ------------ ------------ Interest charges, net 1,438 21 21 1,438 ------- --------- ------------ ------------ Net Income (772) (92) (92) (772) ======= ========= ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-28 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Retained Earnings(a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Balance at beginning of period 12,264 (687) (687) 12,264 Addition: Net income (772) (92) (92) (772) ------- --------- ------------ ------------ Balance at end of period 11,492 (779) (779) 11,492 ======= ========= ============ ============
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Water Power and Power Electric Company Company Eliminations Consolidated ------- --------- ------------ ------------ Balance at beginning of period 6,000 0 0 6,000 0 0 0 0 ------- --------- ------------ ------------ Balance at end of period 6,000 0 0 6,000 ======= ========= ============ ============ Note: Individual companies may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-29 HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Holyoke Holyoke Power and Water Power Electric Company Company ------------ ------------ Operating Activities: Net loss $ (772) $ (92) Adjustments to reconcile to net cash from operating activities: Depreciation 1,976 41 Deferred income taxes, net 1,203 8 Other sources of cash 129 28 Other uses of cash (1,305) 0 Changes in working capital: Receivables, net (562) (175) Fuel, materials, and supplies (235) 0 Accounts payable 2,307 180 Accrued taxes (625) (36) Other working capital (excludes cash) 435 10 ------------ ------------ Net cash flows from (used for) operating activities 2,551 (36) ------------ ------------ Investment Activities: Investment in plant: Electric utility plant (1,000) 1 Investment in NU system money pool (1,500) 0 Other investment activities, net (51) 0 ------------ ------------ Net cash flows (used for) from investments (2,551) 1 ------------ ------------ Net decrease in cash for the period 0 (35) Cash - beginning of period 1 55 ------------ ------------ Cash - end of period $ 1 $ 20 ============ ============ Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 1,577 $ 21 ============ ============ Income taxes (refund) $ (50) $ (8) ============ ============ Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. F-30
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net loss $ (92) $ (772) Adjustments to reconcile to net cash from operating activities: Depreciation 1 2,016 Deferred income taxes, net 0 1,211 Other sources of cash 25 132 Other uses of cash (4) (1,301) Changes in working capital: Receivables, net (1,020) 283 Fuel, materials, and supplies 0 (235) Accounts payable 359 2,128 Accrued taxes 661 (1,322) Other working capital (excludes cash) (1) 446 ------------- ------------- Net cash flows from (used for) operating activities (71) 2,586 ------------- ------------- Investment Activities: Investment in plant: Electric utility plant 0 (999) Investment in NU system money pool 0 (1,500) Other investment activities, net 71 (122) ------------- ------------- Net cash flows (used for) from investments 71 (2,621) ------------- ------------- Net decrease in cash for the period 0 (35) Cash - beginning of period 0 56 ------------- ------------- Cash - end of period $ 0 $ 21 ============= ============= Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 21 $ 1,577 ============= ============= Income taxes (refund) $ 0 $ (58) ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Utility Plant, at original cost: Electric 40 0 11 Less: Accumulated provision for depreciation 40 0 9 ------------ ------------ ----------- 0 0 2 Construction work in progress 1 0 5 ------------ ------------ ----------- Total net utility plant 1 0 7 ------------ ------------ ----------- Other Property and Investments: Investments in subsidiary companies, at equity 70,116 0 0 Other, at cost 0 2,236 0 ------------ ------------ ----------- 70,116 2,236 0 ------------ ------------ ----------- Current Assets: Cash 76 528 910 Receivables, net 0 0 0 Receivables from affiliated companies 680 0 1,177 Taxes receivable 0 0 1,449 ------------ ------------ ----------- 756 528 3,536 ------------ ------------ ----------- Deferred Charges: Accumulated deferred income taxes 107 23 0 Other 575 0 5,233 ------------ ------------ ----------- 682 23 5,233 ------------ ------------ ----------- Total Assets 71,555 2,787 8,776 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. -------- -------- ------------ Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 -------- -------- ------------ 0 0 0 Construction work in progress 0 0 0 -------- -------- ------------ Total net utility plant 0 0 0 -------- -------- ------------ Other Property and Investments: Investments in subsidiary companies, at equity 0 854 0 Other, at cost 4,397 0 0 -------- -------- ------------ 4,397 854 0 -------- -------- ------------ Current Assets: Cash 305 0 10 Receivables, net 84 0 0 Receivables from affiliated companies 0 0 0 Taxes receivable 0 0 0 -------- -------- ------------ 389 0 10 -------- -------- ------------ Deferred Charges: Accumulated deferred income taxes 0 0 0 Other 638 0 0 -------- -------- ------------ 638 0 0 -------- -------- ------------ Total Assets 5,424 854 10 ======== ======== ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32A CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ------------ ----------- ------------- Utility Plant, at original cost: Electric 0 0 0 Less: Accumulated provision for depreciation 0 0 0 ------------ ----------- ------------- 0 0 0 Construction work in progress 2 0 0 ------------ ----------- ------------- Total net utility plant 2 0 0 ------------ ----------- ------------- Other Property and Investments: Investments in subsidiary companies, at equity 0 0 0 Other, at cost 18,204 13,985 18,366 ------------ ----------- ------------- 18,204 13,985 18,366 ------------ ----------- ------------- Current Assets: Cash 987 8 19 Receivables, net 0 0 0 Receivables from affiliated companies 0 0 0 Taxes receivable 73 1 0 ------------ ----------- ------------- 1,060 9 19 ------------ ----------- ------------- Deferred Charges: Accumulated deferred income taxes 0 0 0 Other 369 3,120 0 ------------ ----------- ------------- 369 3,120 0 ------------ ----------- ------------- Total Assets 19,635 17,114 18,385 ============ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32B CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Utility Plant, at original cost: Electric 0 52 Less: Accumulated provision for depreciation 0 49 ------------ ------------ 0 3 Construction work in progress 0 8 ------------ ------------ Total net utility plant 0 11 ------------ ------------ Other Property and Investments: Investments in subsidiary companies, at equity 70,970 0 Other, at cost 0 57,188 ------------ ------------ 70,970 57,188 ------------ ------------ Current Assets: Cash 0 2,843 Receivables, net 0 84 Receivables from affiliated companies 1,857 0 Taxes receivable 0 1,522 ------------ ------------ 1,857 4,449 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 0 130 Other 0 9,935 ------------ ------------ 0 10,065 ------------ ------------ Total Assets 72,827 71,713 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-32C (This page intentionally left blank) F-33 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 87,651 1,899 21,480 Retained earnings (18,126) 613 (13,295) ------------ ------------ ----------- Total common stockholder's equity 69,525 2,512 8,185 Long-term debt 0 0 0 ------------ ------------ ----------- Total capitalization 69,525 2,512 8,185 ------------ ------------ ----------- Minority Interest in Common Equity of Subsidiaries 0 0 0 ------------ ------------ ----------- Current Liabilities: Accounts payable 300 0 159 Accounts payable to affiliated companies 1,242 0 162 Accrued taxes 465 275 0 Other 23 0 270 ------------ ------------ ----------- 2,030 275 591 ------------ ------------ ----------- Total Capitalization and Liabilities 71,555 2,787 8,776 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34 CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. -------- -------- ------------ Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 5,262 271 10 Retained earnings (863) (326) 0 -------- -------- ------------ Total common stockholder's equity 4,399 (55) 10 Long-term debt 0 757 0 -------- -------- ------------ Total capitalization 4,399 702 10 -------- -------- ------------ Minority Interest in Common Equity of Subsidiaries 0 0 0 -------- -------- ------------ Current Liabilities: Accounts payable 0 0 0 Accounts payable to affiliated companies 537 151 0 Accrued taxes 488 1 0 Other 0 0 0 -------- -------- ------------ 1,025 152 0 -------- -------- ------------ Total Capitalization and Liabilities 5,424 854 10 ======== ======== ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34A CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ------------ ----------- ------------- Capitalization: Common stockholder's equity: Common stock 0 0 0 Capital surplus, paid in 18,834 17,115 18,385 Retained earnings 800 (1) 0 ------------ ----------- ------------- Total common stockholder's equity 19,634 17,114 18,385 Long-term debt 0 0 0 ------------ ----------- ------------- Total capitalization 19,634 17,114 18,385 ------------ ----------- ------------- Minority Interest in Common Equity of Subsidiaries 0 0 0 ------------ ----------- ------------- Current Liabilities: Accounts payable 0 0 0 Accounts payable to affiliated companies 1 0 0 Accrued taxes 0 0 0 Other 0 0 0 ------------ ----------- ------------- 1 0 0 ------------ ----------- ------------- Total Capitalization and Liabilities 19,635 17,114 18,385 ============ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34B CHARTER OAK ENERGY INCORPORATED AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Capitalization: Common stockholder's equity: Common stock 0 0 Capital surplus, paid in 83,258 87,651 Retained earnings (13,073) (18,126) ------------ ------------ Total common stockholder's equity 70,185 69,525 Long-term debt 757 0 ------------ ------------ Total capitalization 70,942 69,525 ------------ ------------ Minority Interest in Common Equity of Subsidiaries 28 (28) ------------ ------------ Current Liabilities: Accounts payable 0 459 Accounts payable to affiliated companies 1,857 235 Accrued taxes 0 1,229 Other 0 293 ------------ ------------ 1,857 2,216 ------------ ------------ Total Capitalization and Liabilities 72,827 71,713 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-34C (This page intentionally left blank) F-35 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Operating Revenues 0 0 0 ------------ ------------ ----------- Operating Expenses: Operation 903 0 3,499 Maintenance 1 0 0 Depreciation 0 0 2 Federal and state income taxes (349) 182 (1,458) Taxes other than income taxes 19 0 0 ------------ ------------ ----------- Total operating expenses 574 182 2,043 ------------ ------------ ----------- Operating Loss (574) (182) (2,043) ------------ ------------ ----------- Other Income (833) 677 0 ------------ ------------ ----------- Income (loss) before interest charges (1,407) 495 (2,043) ------------ ------------ ----------- Interest Charges 15 0 0 ------------ ------------ ----------- Net Income (Loss) (1,422) 495 (2,043) ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-36 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Operating Revenues 0 0 0 ----------- ----------- --------------- Operating Expenses: Operation 33 0 0 Maintenance 0 0 0 Depreciation 433 0 0 Federal and state income taxes 591 0 0 Taxes other than income taxes 1 0 0 ----------- ----------- --------------- Total operating expenses 1,058 0 0 ----------- ----------- --------------- Operating Loss (1,058) 0 0 ----------- ----------- --------------- Other Income 910 (30) 0 ----------- ----------- --------------- Income (loss) before interest charges (148) (30) 0 ----------- ----------- --------------- Interest Charges 0 46 0 ----------- ----------- --------------- Net Income (Loss) (148) (76) 0 =========== =========== =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-36A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ----------- ------------- Operating Revenues 0 0 0 ---------------- ----------- ------------- Operating Expenses: Operation 72 2 0 Maintenance 0 0 0 Depreciation 0 0 0 Federal and state income taxes (73) (1) 0 Taxes other than income taxes 0 0 0 ---------------- ----------- ------------- Total operating expenses (1) 1 0 ---------------- ----------- ------------- Operating Loss 1 (1) 0 ---------------- ----------- ------------- Other Income 799 0 0 ---------------- ----------- ------------- Income (loss) before interest charges 800 (1) 0 ---------------- ----------- ------------- Interest Charges 0 0 0 ---------------- ----------- ------------- Net Income (Loss) 800 (1) 0 ================ =========== ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-36B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Operating Revenues 0 0 ------------ ------------ Operating Expenses: Operation 0 4,510 Maintenance 0 1 Depreciation 0 435 Federal and state income taxes 0 (1,108) Taxes other than income taxes 0 21 ------------ ------------ Total operating expenses 0 3,859 ------------ ------------ Operating Loss 0 (3,859) ------------ ------------ Other Income (928) 2,452 ------------ ------------ Income (loss) before interest charges (928) (1,407) ------------ ------------ Interest Charges 47 15 ------------ ------------ Net Income (Loss) (975) (1,422) ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-36C (This page intentionally left blank) F-37 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------ ------------ ----------- Balance at beginning of period (16,704) 618 (11,252) Addition: Net income (loss) (1,422) 495 (2,043) ------------ ------------ ----------- (18,126) 1,113 (13,295) Deductions: Common stock dividend declared: 0 500 0 ------------ ------------ ----------- Balance at end of period (18,126) 613 (13,295) ============ ============ ===========
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Charter Oak Charter Oak Charter Oak Energy, Inc. (Paris) Inc. Development ------------ ------------ ----------- Balance at beginning of period 63,913 1,899 16,039 Capital contribution from Northeast Utilities 23,000 0 5,441 Currency translation adjustment 738 0 0 ------------ ------------ ----------- Balance at end of period 87,651 1,899 21,480 ============ ============ =========== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Balance at beginning of period (715) (250) 0 Addition: Net income (loss) (148) (76) 0 ----------- ----------- --------------- (863) (326) 0 Deductions: Common stock dividend declared: 0 0 0 ----------- ----------- --------------- Balance at end of period (863) (326) 0 =========== =========== ===============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE COE (UK) (Gencoe) COE Argentina I Corp. Corp. Corp. ----------- ----------- --------------- Balance at beginning of period 4,524 123 10 Capital contribution from Northeast Utilities 0 0 0 Currency translation adjustment 738 148 0 ----------- ----------- --------------- Balance at end of period 5,262 271 10 =========== =========== =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ------------ ------------- Balance at beginning of period 0 0 0 Addition: Net income (loss) 800 (1) 0 ---------------- ------------ ------------- 800 (1) 0 Deductions: Common stock dividend declared: 0 0 0 ---------------- ------------ ------------- Balance at end of period 800 (1) 0 ================ ============ =============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Argentina II COE Tejona COE Ave Fenix Corp. Corporation Corporation ---------------- ------------ ------------- Balance at beginning of period 18,781 10 17,010 Capital contribution from Northeast Utilities 53 17,105 1,375 Currency translation adjustment 0 0 0 ---------------- ------------ ------------- Balance at end of period 18,834 17,115 18,385 ================ ============ ============= Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period (11,598) (16,704) Addition: Net income (loss) (975) (1,422) ------------ ------------ (12,573) (18,126) Deductions: Common stock dividend declared: 500 0 ------------ ------------ Balance at end of period (13,073) (18,126) ============ ============
CHARTER OAK ENERGY, INC. AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------ ------------ Balance at beginning of period 58,396 63,913 Capital contribution from Northeast Utilities 23,975 23,000 Currency translation adjustment 887 738 ------------ ------------ Balance at end of period 83,258 87,651 ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-38C (This page intentionally left blank) F-39 CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Charter Oak Charter Oak Charter Oak Development Energy, Inc. (Paris) Inc. Corporation ------------- -------------- ------------ Operating Activities: Net (loss) income $ (1,422) $ 495 $ (2,043) Adjustments to reconcile to net cash from operating activities: Depreciation 0 0 2 Deferred income taxes 0 0 0 Other sources of cash 80 0 150 Other uses of cash (7) 0 (1,796) Changes in working capital: Accounts receivable 490 0 (840) Accounts payable 266 0 (1,165) Accrued taxes (33) 95 0 Other working capital (excludes cash) 0 0 251 ------------- -------------- ------------ Net cash flows used for operating activities (626) 590 (5,441) ------------- -------------- ------------ Financing Activities: Other paid in capital 23,738 0 5,441 Net increase in short-term debt 0 0 0 Cash dividends on common stock 0 (500) 0 ------------- -------------- ------------ Net cash flows from (used for) financing activities 23,738 (500) 5,441 ------------- -------------- ------------ Investment Activities: Investment in plant: Electric and other utility plant 3 0 (66) Other investments (23,132) (7) 0 ------------- -------------- ------------ Net cash flows (used for) from investments (23,129) (7) (66) ------------- -------------- ------------ Net (decrease) increase in cash for the period (17) 83 (66) Cash - beginning of period 93 445 976 ------------- -------------- ------------ Cash - end of period $ 76 $ 528 $ 910 ============= ============== ============ Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 0 ============= ============== ============ Income taxes (refund) $ (316) $ 87 $ (620) ============= ============== ============ Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-40 CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE COE COE (UK) (Gencoe) Argentina I Corp. Corp. Corp. ------------ ------------ ------------- Operating Activities: Net (loss) income $ (148) $ (76) $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 433 0 0 Deferred income taxes 0 0 0 Other sources of cash 365 0 0 Other uses of cash (433) 0 0 Changes in working capital: Accounts receivable (34) 0 0 Accounts payable (502) 46 0 Accrued taxes 448 0 0 Other working capital (excludes cash) 0 0 0 ------------ ------------ ------------- Net cash flows used for operating activities 129 (30) 0 ------------ ------------ ------------- Financing Activities: Other paid in capital 738 148 0 Net increase in short-term debt (100) 0 0 Cash dividends on common stock 0 0 0 ------------ ------------ ------------- Net cash flows from (used for) financing activities 638 148 0 ------------ ------------ ------------- Investment Activities: Investment in plant: Electric and other utility plant 0 0 0 Other investments (548) (118) 0 ------------ ------------ ------------- Net cash flows (used for) from investments (548) (118) 0 ------------ ------------ ------------- Net (decrease) increase in cash for the period 219 0 0 Cash - beginning of period 86 0 10 ------------ ------------ ------------- Cash - end of period $ 305 $ 0 $ 10 ============ ============ ============= Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 0 $ 46 $ 0 ============ ============ ============= Income taxes (refund) $ (95) $ 0 $ 0 ============ ============ ============= Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
COE Argentina II COE COE Corp. Tejona Fenix ------------- ------------- ------------ Operating Activities: Net (loss) income $ 800 $ (1) $ 0 Adjustments to reconcile to net cash from operating activities: Depreciation 0 0 0 Deferred income taxes 0 0 0 Other sources of cash 102 0 0 Other uses of cash (2) (3,120) 0 Changes in working capital: Accounts receivable (73) (1) 0 Accounts payable 1 0 0 Accrued taxes 0 0 0 Other working capital (excludes cash) 0 0 0 ------------- ------------- ------------ Net cash flows used for operating activities 828 (3,122) 0 ------------- ------------- ------------ Financing Activities: Other paid in capital 53 17,105 1,375 Net increase in short-term debt 0 0 0 Cash dividends on common stock 0 0 0 ------------- ------------- ------------ Net cash flows from (used for) financing activities 53 17,105 1,375 ------------- ------------- ------------ Investment Activities: Investment in plant: Electric and other utility plant 0 0 0 Other investments 96 (13,985) (1,523) ------------- ------------- ------------ Net cash flows (used for) from investments 96 (13,985) (1,523) ------------- ------------- ------------ Net (decrease) increase in cash for the period 977 (2) (148) Cash - beginning of period 10 10 167 ------------- ------------- ------------ Cash - end of period $ 987 $ 8 $ 19 ============= ============= ============ Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 0 ============= ============= ============ Income taxes (refund) $ 0 $ 0 $ 0 ============= ============= ============ Note: Individual columns may not add to consolidated due to rounding The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
CHARTER OAK ENERGY AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
Eliminations Consolidated ------------- ------------- Operating Activities: Net (loss) income $ (973) $ (1,422) Adjustments to reconcile to net cash from operating activities: Depreciation 0 435 Deferred income taxes 0 0 Other sources of cash 660 37 Other uses of cash (696) (4,662) Changes in working capital: Accounts receivable 1,148 (1,606) Accounts payable (486) (868) Accrued taxes (661) 1,171 Other working capital (excludes cash) (1) 252 ------------- ------------- Net cash flows used for operating activities (1,009) (6,663) ------------- ------------- Financing Activities: Other paid in capital 24,860 23,738 Net increase in short-term debt (100) 0 Cash dividends on common stock (500) 0 ------------- ------------- Net cash flows from (used for) financing activities 24,260 23,738 ------------- ------------- Investment Activities: Investment in plant: Electric and other utility plant 0 (63) Other investments (23,250) (15,967) ------------- ------------- Net cash flows (used for) from investments (23,250) (16,030) ------------- ------------- Net (decrease) increase in cash for the period 0 1,045 Cash - beginning of period 0 1,798 ------------- ------------- Cash - end of period $ 0 $ 2,843 ============= ============= Supplemental Cash Flow Information Cash (received) paid during the year for: Interest, net of amounts capitalized $ 46 $ 0 ============= ============= Income taxes (refund) $ 0 $ (944) ============= ============= Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report. F-41
HEC INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Utility Plant, at original cost: Electric 2,834 5 0 Other 1,075 0 22 ------------ ------------- --------------- 3,909 5 22 Less: Accumulated provision for depreciation 2,119 2 3 ------------ ------------- --------------- Total net utility plant 1,790 3 19 ------------ ------------- --------------- Other Property and Investments: Investments in subsidiary companies, at equity 85 0 0 ------------ ------------- --------------- Current Assets: Cash 902 5 150 Receivables, net 4,876 0 58 Receivables from affiliated companies 409 0 0 Materials and supplies, at 63 0 0 average cost Prepayments and other 98 0 3 ------------ ------------- --------------- 6,348 5 211 ------------ ------------- --------------- Deferred Charges: Other 2,348 0 478 ------------ ------------- --------------- Total Assets 10,571 8 708 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-42 HEC INC. AND SUBSIDIARIES Consolidating Balance Sheet (a) Assets December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Utility Plant, at original cost: Electric 10 0 2,850 Other 0 0 1,098 ------------ ------------ ------------ 10 0 3,948 Less: Accumulated provision for depreciation 4 0 2,129 ------------ ------------ ------------ Total net utility plant 6 0 1,819 ------------ ------------ ------------ Other Property and Investments: Investments in subsidiary companies, at equity 0 85 0 ------------ ------------ ------------ Current Assets: Cash 3 0 1,059 Receivables, net 3 0 4,937 Receivables from affiliated companies 68 88 389 Materials and supplies, at 0 0 63 average cost Prepayments and other 0 0 101 ------------ ------------ ------------ 74 88 6,549 ------------ ------------ ------------ Deferred Charges: Other (18) 0 2,808 ------------ ------------ ------------ Total Assets 62 173 11,176 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-42A HEC INC.AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Capitalization: Common stockholder's equity: Common stock 0 0 250 Capital surplus, paid in 4,000 10 0 Retained earnings (196) (3) (196) ------------ ------------- --------------- Total common stockholder's equity 3,804 7 54 Long-term debt 0 0 250 ------------ ------------- --------------- Total capitalization 3,804 7 304 ------------ ------------- --------------- Current Liabilities: Notes payable to affiliated company 475 0 0 Accounts payable 4,414 0 370 Accounts payable to affiliated companies 104 1 19 Accrued taxes 73 0 0 Other 1,285 0 15 ------------ ------------- --------------- 6,351 1 404 ------------ ------------- --------------- Deferred Credits: Accumulated deferred income taxes 416 0 0 ------------ ------------- --------------- Total Capitalization and Liabilities 10,571 8 708 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-43 HEC INC.AND SUBSIDIARIES Consolidating Balance Sheet (a) Capitalization and Liabilities December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Capitalization: Common stockholder's equity: Common stock 0 250 0 Capital surplus, paid in 7 17 4,000 Retained earnings 17 (183) (196) ------------ ------------ ------------ Total common stockholder's equity 24 84 3,804 Long-term debt 0 0 250 ------------ ------------ ------------ Total capitalization 24 84 4,054 ------------ ------------ ------------ Current Liabilities: Notes payable to affiliated company 0 0 475 Accounts payable 0 0 4,785 Accounts payable to affiliated companies 0 89 36 Accrued taxes 0 0 73 Other 38 0 1,337 ------------ ------------ ------------ 38 89 6,706 ------------ ------------ ------------ Deferred Credits: Accumulated deferred income taxes 0 0 416 ------------ ------------ ------------ Total Capitalization and Liabilities 62 173 11,176 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-43A HEC INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Operating Revenues 42,449 0 1,180 ------------ ------------- --------------- Operating Expenses: Operation 41,170 0 1,295 Maintenance 30 0 1 Depreciation 412 1 2 Federal and state income taxes 231 1 0 Taxes other than income taxes 267 0 12 ------------ ------------- --------------- Total operating expenses 42,110 2 1,310 ------------ ------------- --------------- Operating Income 339 (2) (130) ------------ ------------- --------------- Other Income 133 0 3 ------------ ------------- --------------- Income before interest charges 472 (2) (127) ------------ ------------- --------------- Interest Charges 55 0 14 ------------ ------------- --------------- Net Income (Loss) 417 (2) (141) ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-44 HEC INC. AND SUBSIDIARIES Consolidating Statement of Income (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Operating Revenues 544 157 44,016 ------------ ------------ ------------ Operating Expenses: Operation 471 157 42,779 Maintenance 0 0 31 Depreciation 4 0 419 Federal and state income taxes 29 0 259 Taxes other than income taxes 2 0 282 ------------ ------------ ------------ Total operating expenses 506 157 43,770 ------------ ------------ ------------ Operating Income 38 0 246 ------------ ------------ ------------ Other Income 1 (105) 240 ------------ ------------ ------------ Income before interest charges 39 (105) 486 ------------ ------------ ------------ Interest Charges 4 4 69 ------------ ------------ ------------ Net Income (Loss) 35 (109) 417 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-44A HEC INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Balance at beginning of period (613) (1) (55) Prior period adjustment 0 0 0 ------------ ------------- --------------- Adjusted beginning balance (613) (1) (55) Addition: Net income 417 (2) (141) ------------ ------------- --------------- Balance at end of period (196) (3) (196) ============ ============= ===============
HEC INC AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services L.L.C. ------------ ------------- --------------- Balance at beginning of period 3,992 10 0 Currency translation adjustment 8 0 0 ------------ ------------- --------------- Balance at end of period 4,000 10 0 ============ ============= =============== Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-45 HEC INC. AND SUBSIDIARIES Consolidating Statement of Retained Earnings (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Balance at beginning of period 3 (53) (613) Prior period adjustment (21) (21) 0 ------------ ------------ ------------ Adjusted beginning balance (18) (74) (613) Addition: Net income 35 (109) 417 ------------ ------------ ------------ Balance at end of period 17 (183) (196) ============ ============ ============
HEC INC AND SUBSIDIARIES Consolidating Statement of Capital Surplus, Paid In (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Balance at beginning of period 7 17 3,992 Currency translation adjustment 0 0 8 ------------ ------------ ------------ Balance at end of period 7 17 4,000 ============ ============ ============ Note: Individual columns may not add to Consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
F-45A HEC INC. AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Southwest International HEC Energy HEC Inc. Corporation Services LLC ----------- ------------- ------------ Operating Activities: Net income (loss) $ 417 $ (2) $ (141) Adjustments to reconcile to net cash from operating activities: Depreciation 412 1 2 Deferred income taxes and investment tax credits, net 14 0 0 Other sources of cash (376) 0 0 Other uses of cash (1,372) 0 (498) Changes in working capital: Receivables and accrued utility revenues 1,421 0 (58) Fuel, materials, and supplies (63) 0 0 Accounts payable (229) (4) 334 Accrued taxes 72 0 0 Other working capital (excludes cash) 804 0 12 ----------- ------------- ------------ Net cash flows from (used for) operating activities 1,100 (5) (349) ----------- ------------- ------------ Financing Activities: Issuance of common shares 0 0 150 Issuance of long-term debt 0 0 150 Net (decrease) increase in short-term debt (1,200) 0 0 ----------- ------------- ------------ Net cash flows (used for) from financing activities (1,200) 0 300 ----------- ------------- ------------ Investment Activities: Investment in plant: Electric utility plant (125) 0 0 ----------- ------------- ------------ Net cash flows used for investments in plant (125) 0 0 Notes receivable from affiliated company 204 0 0 Investment in subsidiaries (29) 0 0 ----------- ------------- ------------ Net cash flows used for investments 50 0 0 ----------- ------------- ------------ Net increase in cash for the period (50) (5) (50) Cash - beginning of period 951 10 200 ----------- ------------- ------------ Cash - end of period $ 901 $ 5 $ 150 =========== ============= ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 55 $ 0 $ 0 =========== ============= ============ Income taxes $ 210 $ 0 $ 0 =========== ============= ============ Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financial statements. (a) Not covered by auditors' report.
HEC INC. AND SUBSIDIARIES Consolidating Statement of Cash Flows (a) Year Ended December 31, 1996 (Thousands of Dollars)
HEC Energy Consulting Canada, Inc. Eliminations Consolidated ------------ ------------ ------------ Operating Activities: Net income (loss) $ 35 $ (109) $ 417 Adjustments to reconcile to net cash from operating activities: Depreciation 4 0 419 Deferred income taxes and investment tax credits, net 0 0 14 Other sources of cash 384 0 8 Other uses of cash 0 (22) (1,848) Changes in working capital: Receivables and accrued utility revenues (71) (83) 1,375 Fuel, materials, and supplies 0 0 (63) Accounts payable (309) 83 (291) Accrued taxes (4) 0 68 Other working capital (excludes cash) (1) 0 813 ------------ ------------ ------------ Net cash flows from (used for) operating activities 38 (131) 912 ------------ ------------ ------------ Financing Activities: Issuance of common shares 0 150 0 Issuance of long-term debt 0 0 150 Net (decrease) increase in short-term debt (196) (196) (1,200) ------------ ------------ ------------ Net cash flows (used for) from financing activities (196) (46) (1,050) ------------ ------------ ------------ Investment Activities: Investment in plant: Electric utility plant 0 0 (125) ------------ ------------ ------------ Net cash flows used for investments in plant 0 0 (125) Notes receivable from affiliated company 0 204 0 Investment in subsidiaries 0 (29) 0 ------------ ------------ ------------ Net cash flows used for investments 0 175 (125) ------------ ------------ ------------ Net increase in cash for the period (158) 0 (263) Cash - beginning of period 161 0 1,322 ------------ ------------ ------------ Cash - end of period $ 3 $ 0 $ 1,059 ============ ============ ============ Supplemental Cash Flow Information Cash paid during the year for: Interest, net of amounts capitalized $ 0 $ 0 $ 55 ============ ============ ============ Income taxes $ 0 $ 0 $ 210 ============ ============ ============ Note: Individual columns may not add to consolidated due to rounding. The accompanying notes are an integral part of these financal statements. (a) Not covered by auditors' report.
NOTES TO FINANCIAL STATEMENTS NU Reference is made to "Notes to Consolidated Financial Statements" contained on pages 29 through 43 in NU's 1996 Annual Report to Shareholders, which information is incorporated herein by reference. CL&P Reference is made to "Notes to Consolidated Financial Statements" contained on pages 7 through 36 in CL&P's 1996 Annual Report, which information is incorporated herein by reference. PSNH Reference is made to "Notes to Financial Statements" contained on pages 7 through 36 in PSNH's 1996 Annual Report, which information is incorporated herein by reference. WMECO Reference is made to "Notes to Financial Statements" contained on pages 7 through 32 in WMECO's 1996 Annual Report, which information is incorporated herein by reference. NAEC Reference is made to "Notes to Financial Statements" contained on pages 7 through 22 in NAEC's 1996 Annual Report, which information is incorporated herein by reference. F-47 EXHIBITS The following exhibits are incorporated by reference to the indicated SEC file number, unless a single asterisk appears next to the exhibit reference. A single asterisk indicates exhibits which are filed herewith. A # further indicates that the exhibit is filed under cover of Form SE. EXHIBIT NUMBER DESCRIPTION A. ANNUAL REPORTS A.1 Annual Reports filed under the Securities Exchange Act of 1934 A.1.1 1996 Annual Report on Form 10-K for NU. (File No. 1-5324) A.1.2 1996 Annual Report on Form 10-K for CL&P. (File No. 0-11419) A.1.3 1996 Annual Report on Form 10-K for PSNH. (File No. 1-6392) A.1.4 1996 Annual Report on Form 10-K for WMECO. (File No. 0-7624) A.1.5 1996 Annual Report on Form 10-K for NAEC. (File No. 33-43508) A.2 Annual Reports and Reports to the FERC on Form 1 *# A.2.1 1996 Annual Report to Shareholders of Connecticut Yankee Atomic Power Company. *# A.2.2 1996 FERC Form 1 of Connecticut Yankee Atomic Power Company. A.2.3 1996 Annual Report to Shareholders of Maine Yankee Atomic Power Company. (Exhibit A.2.a, 1996 New England Electric System (NEES) U5S, File No. 30-33) A.2.4 1996 FERC Form 1 of Maine Yankee Atomic Power Company. (Exhibit A.2.b, 1996 NEES U5S, File No. 30-33) A.2.5 1996 Annual Report to Shareholders of Vermont Yankee Nuclear Power Corporation. (Exhibit A.7.a, 1996 NEES U5S, File No. 30-33) A.2.6 1996 FERC Form 1 of Vermont Yankee Nuclear Power Corporation. (Exhibit A.7.b, 1996 NEES U5S, File No. 30-33) A.2.7 1996 Annual Report to Shareholders of Yankee Atomic Electric Company. (Exhibit A.8.a, 1996 NEES U5S, File No. 30-33) A.2.8 1996 FERC Form 1 of Yankee Atomic Electric Company. (Exhibit A.8.b, 1996 NEES U5S, File No. 30-33) *# A.2.9 1996 Annual Report to Shareholders of New England Hydro- Transmission Electric Company, Inc. *# A.2.10 1996 Annual Report to Shareholders of New England Hydro- Transmission Corporation. B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER FUNDAMENTAL DOCUMENTS OF ORGANIZATION B.1 Northeast Utilities B.1.1 Declaration of Trust of NU, as amended through May 24, 1988. (Exhibit B.1.1, 1988 NU Form U5S, File No. 30-246) B.2 The Connecticut Light and Power Company B.2.1 Certificate of Incorporation of CL&P, restated to March 22, 1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File No. 1-5324) B.2.2 Certificate of Amendment to Certificate of Incorporation of CL&P, dated December 26, 1996. (Exhibit 3.2.2, 1996 NU Form 10-K, File No. 1-5324) B.2.3 By-laws of CL&P, as amended to January 1, 1997. (Exhibit 3.2.3, 1996 NU Form 10-K, File No. 1-5324) B.3 Public Service Company of New Hampshire B.3.1 Articles of Incorporation, as amended to May 16, 1991. (Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324) B.3.2 By-laws of PSNH, as amended to November 1, 1993. (Exhibit 3.3.2, 1993 NU Form 10-K, File No. 1-5324) B.4 Western Massachusetts Electric Company B.4.1 Articles of Organization of WMECO, restated to February 23, 1995. (Exhibit 3.4.1, 1994 NU Form 10-K, File No. 1-5324) B.4.2 By-laws of WMECO, as amended to February 13, 1995. (Exhibit 3.4.2, 1994 NU Form 10-K, File No. 1-5324) B.5 North Atlantic Energy Corporation B.5.1 Articles of Incorporation of NAEC dated September 20, 1991. (Exhibit 3.5.1, 1993 NU Form 10-K, File No. 1-5324) B.5.2 Articles of Amendment dated October 16, 1991 and June 2, 1992 to Articles of Incorporation of NAEC. (Exhibit 3.5.2, 1993 NU Form 10-K, File No. 1-5324) B.5.3 By-laws of NAEC, as amended to November 8, 1993. (Exhibit 3.5.3, 1993 NU Form 10-K, File No. 1-5324) B.6 The Quinnehtuk Company B.6.1 Certificate of Incorporation of The Quinnehtuk Company. (Exhibit B.7.1, September, 1966 NU U5S, File No. 30-246) B.6.2 Amendment to Certificate of Incorporation of The Quinnehtuk Company dated June 10, 1975. (Exhibit B.6.2, 1993 NU Form U5S, File No. 30-246) B.6.3 By-laws of The Quinnehtuk Company as amended to March 1, 1982. (Exhibit B.4.1, 1983 NU Form U5S, File No. 30-246) B.7 The Rocky River Realty Company B.7.1 Certificate of Incorporation, as amended, of The Rocky River Realty Company. (Exhibit 1.9, 1977 NU Form U5S, File No. 30-246) * B.7.2 Certificate of Amendment to Certificate of Incorporation of The Rocky River Realty Company, dated December 26, 1996. B.7.3 By-laws of The Rocky River Realty Company, as amended to March 1, 1982. (Exhibit B.5.1, 1983 NU Form U5S, File No. 30-246) B.8 Research Park, Inc. B.8.1 Charter of Research Park, Inc. dated July 18, 1963. (Exhibit B.6, 1983 NU Form U5S, File No. 30-246) * B.8.2 Certificate of Amendment to Certificate of Incorporation of Research Park, Inc., dated December 26, 1996. * B.8.3 By-laws of Research Park, Inc. as amended to January 1, 1997. B.9 The City and Suburban Electric and Gas Company B.9.1 Charter of The City and Suburban Electric and Gas Company (Special Act No. 169, Volume XXVIII, page 193, approved May 1, 1957). (Exhibit B.8, 1983 NU Form U5S, File No. 30-246) * B.9.2 Certificate of Amendment to Certificate of Incorporation of The City and Suburban Electric and Gas Company, dated December 26, 1996. B.9.3 By-laws of The City and Suburban Electric and Gas Company as amended to February 15, 1952. (Exhibit B.8.1, 1983 NU Form U5S, File No. 30-246) B.10 Electric Power, Incorporated B.10.1 Charter of Electric Power, Incorporated dated January 1, 1955. (Exhibit B.9, 1983 NU Form U5S, File No. 30-246) B.10.2 Amendment to Charter of Electric Power, Incorporated (Special Act No. 133, Volume XXXI, page 103, approved June 11, 1963). (Exhibit B.9.1, 1983 NU Form U5S, File No. 30-246) * B.10.3 Certificate of Amendment to Certificate of Incorporation of Electric Power, Incorporated, dated December 26, 1996. B.10.4 By-laws of Electric Power, Incorporated as amended to February 15, 1952. (Exhibit B.9.2, 1983 NU Form U5S, File No. 30-246) B.11 The Nutmeg Power Company B.11.1 Certificate of Organization of The Nutmeg Power Company dated July 19, 1954. (Exhibit B.11, 1983 NU Form U5S, File No. 30-246) * B.11.2 Certificate of Amendment to the Certificate of Incorporation of The Nutmeg Power Company, dated December 26, 1996. * B.11.3 By-laws of The Nutmeg Power Company as amended to January 1, 1997. B.12 The Connecticut Steam Company B.12.1 Certificate of Incorporation of The Connecticut Steam Company dated May 13, 1965, including Special Act No. 325, an Act Incorporating The Connecticut Steam Company (Special Acts 1963, Senate Bill No. 704, approved June 24, 1963). (Exhibit B.12, 1983 NU Form U5S, File No. 30-246) * B.12.2 Certificate of Amendment to Certificate of Incorporation of The Connecticut Steam Company, dated December 26, 1996. * B.12.3 By-laws of The Connecticut Steam Company as amended to January 1, 1997. B.13 The Connecticut Transmission Corporation B.13.1 Charter of The Connecticut Transmission Corporation and predecessor companies as amended to May 8, 1953. (Exhibit B.13, 1983 NU Form U5S, File No. 30-246) B.13.2 Certificate of Amendment to Certificate of Incorporation of The Connecticut Transmission Corporation, dated December 26, 1996. B.13.3 By-laws of The Connecticut Transmission Corporation as amended to February 15, 1952. (Exhibit B.13.1, 1983 NU Form U5S, File No. 30-246) B.14 Holyoke Water Power Company B.14.1 Charter of Holyoke Water Power Company, as amended. (Exhibit 1.8, 1977 NU Form U5S, File No. 30-246) B.14.2 By-laws of Holyoke Water Power Company as amended to March 1, 1982. (Exhibit B.14.1, 1983 NU Form U5S, File No. 30-246) B.15 Holyoke Power and Electric Company B.15.1 Charter of Holyoke Power and Electric Company dated December 5, 1925. (Exhibit B.15, 1983 NU Form U5S, File No. 30-246) B.15.2 Chapter 147 of the Massachusetts Acts of 1926 amending the Charter of Holyoke Power and Electric Company, as recorded with the Office of the Secretary of the Commonwealth on March 29, 1926. (Exhibit B.15.1, 1983 NU Form U5S, File No. 30-246) B.15.3 By-laws of Holyoke Power and Electric Company as amended to March 1, 1982. (Exhibit B.15.2, 1983 NU Form U5S, File No. 30-246) B.16 Northeast Utilities Service Company B.16.1 Charter of Northeast Utilities Service Company, as amended to February 20, 1974. (Exhibit B.16, 1983 NU Form U5S, File No. 30-246) * B.16.2 Certificate of Amendment to Certificate of Incorporation of Northeast Utilities Service Company, dated December 26, 1996. * B.16.3 By-laws of Northeast Utilities Service Company as amended to January 1, 1997. B.17 Northeast Nuclear Energy Company B.17.1 Charter of Northeast Nuclear Energy Company as amended to April 24, 1974. (Exhibit B.17, 1983 NU Form U5S, File No. 30-246) * B.17.2 Certificate of Amendment to Certificate of Incorporation of Northeast Nuclear Energy Company, dated December 26, 1996. * B.17.3 By-laws of Northeast Nuclear Energy Company, as amended to January 1, 1997. B.18 HEC Inc. B.18.1 Articles of Organization of HEC Inc. dated June 19, 1990. (Exhibit B.19, 1990 NU Form U5S, File No. 30-246) B.18.2 By-Laws of HEC Inc. (Exhibit B.19.1, 1990 NU Form U5S, File No. 30-246) B.19 HEC International Corporation B.19.1 Articles of Organization of HEC International Corporation dated October 12, 1994. (Exhibit B.19.1, 1994 NU Form U5S, File No. 30-246) B.19.2 By-laws of HEC International Corporation dated October 12, 1994. (Exhibit B.19.2, 1994 NU Form U5S, File No. 30-246) B.20 HEC Energy Consulting Canada Inc. B.20.1 Articles of Incorporation of HEC Energy Consulting Canada Inc. dated October 24, 1994. (Exhibit B.20.1, 1994 NU Form U5S, File No. 30-246) B.20.2 By-laws of HEC Energy Consulting Canada Inc. dated October 24, 1994. (Exhibit B.20.2, 1994 NU Form U5S, File No. 30-246) B.21 North Atlantic Energy Service Corporation B.21.1 Articles of Incorporation; Certificate of Amendment of North Atlantic Energy Service Corporation dated June 1 1992. (Exhibit B.21, 1992 NU Form U5S, File No. 30-246) B.21.2 By-Laws of North Atlantic Energy Service Corporation, as amended to November 8, 1993. (Exhibit B.19.2, 1993 NU Form U5S, File No. 30-246) B.22 Connecticut Yankee Atomic Power Company B.22.1 Certificate of Incorporation of Connecticut Yankee Atomic Power Company and amendments dated to November 20, 1964. (Exhibit B.20.1, 1993 NU Form U5S, File No. 30-246) * B.22.2 Certificate of Amendment to Certificate of Incorporation of Connecticut Yankee Atomic Power Company, dated December 26, 1996. * B.22.3 By-laws of Connecticut Yankee Atomic Power Company, as amended to January 1, 1997. B.23 Properties, Inc. B.23.1 Articles of Agreement of Properties, Inc. as amended to June 1, 1983. (Exhibit B.21.1, 1993 NU Form U5S, File No. 30-246) B.23.2 By-laws of Properties, Inc., amended and restated as of February 7, 1996. (Exhibit B.23.2, 1995 NU Form U5S, File No. 30-246) B.24 New Hampshire Electric Company B.24.1 Articles of Agreement of New Hampshire Electric Company, as amended to June 1, 1983. (Exhibit B.22.1, 1993 NU Form U5S, File No. 30-246) B.24.2 By-laws of New Hampshire Electric Company, as amended to June 1, 1983. (Exhibit B.22.2, 1993 NU Form U5S, File No. 30-246) B.25 Charter Oak Energy, Inc. B.25.1 Certificate of Incorporation of Charter Oak Energy, Inc. dated September 28, 1988. (Exhibit B.16, 1989 NU Form U5S, File No. 30-246) * B.25.2 Certificate of Amendment to Certificate of Incorporation of Charter Oak Energy, Inc., dated December 26, 1996. * B.25.3 By-laws of Charter Oak Energy, Inc., as amended to January 1, 1997. B.26 Charter Oak (Paris) Inc. B.26.1 Certificate of Incorporation of Charter Oak (Paris) Inc. dated May 9, 1989. (Exhibit B.24.1, 1993 NU Form U5S, File No. 30-246) * B.26.2 Certificate of Amendment to Certificate of Incorporation of Charter Oak (Paris) Inc., dated December 26, 1996. * B.26.3 By-laws of Charter Oak (Paris) Inc., as amended to January 1, 1997. B.27 COE Development Corporation B.27.1 Certificate of Incorporation of COE Development Corporation dated November 6, 1992. (Exhibit B.25.1, 1993 NU Form U5S, File No. 30-246) * B.27.2 Certificate of Amendment to Certificate of Incorporation of COE Development Corporation, dated December 26, 1996. * B.27.3 By-laws of COE Development Corporation, as amended to January 1, 1997. B.28 COE (UK) Corp. B.28.1 Certificate of Incorporation of COE (UK) Corp. dated January 6, 1993. (Exhibit B.26.1, 1993 NU Form U5S, File No. 30-246) * B.28.2 Certificate of Amendment to Certificate of Incorporation of COE (UK) Corp., dated December 26, 1996. * B.28.3 By-laws of COE (UK) Corp., as amended to January 1, 1997. B.29 COE (Gencoe) Corp. B.29.1 Restated Certificate of Incorporation of COE (Gencoe) Corp. dated March 31, 1993. (Exhibit B.27.1, 1993 NU Form U5S, File No. 30-246) B.29.2 By-laws of COE (Gencoe) Corp. dated January 7, 1993. (Exhibit B.27.2, 1993 NU Form U5S, File No. 30-246) B.30 COE Argentina I Corp. B.30.1 Certificate of Incorporation of COE Argentina I Corp. dated January 24, 1994. (Exhibit B.30.1, 1994 NU Form U5S, File No. 30-246) * B.30.2 Certificate of Amendment to Certificate of Incorporation of COE Argentina I Corp., dated December 26, 1996. * B.30.3 By-laws of COE Argentina I Corp., as amended to January 1, 1997. B.31 COE Argentina II Corp. B.31.1 Certificate of Incorporation of COE Argentina II Corp. dated March 14, 1994. (Exhibit B.31.1, 1994 NU Form U5S, File No. 30-246) * B.31.2 Certificate of Amendment to Certificate of Incorporation of COE Argentina II Corp., dated December 26, 1996. * B.31.3 By-laws of COE Argentina II Corp., as amended to January 1, 1997. B.32 COE Ave Fenix Corporation B.32.1 Certificate of Incorporation of COE Ave Fenix Corporation dated May 19, 1995. (Exhibit B.32.1, 1995 NU Form U5S, File No. 30-246) * B.32.2 Certificate of Amendment to Certificate of Incorporation of COE Ave Fenix Corporation, dated December 26, 1996. * B.32.3 By-laws of COE Ave Fenix Corporation, as amended to January 1, 1997. B.33 COE Tejona Corporation B.33.1 Certificate of Incorporation of COE Tejona Corporation dated April 10, 1995. (Exhibit B.33.1, 1995 NU Form U5S, File No. 30-246) * B.33.2 Certificate of Amendment to Certificate of Incorporation of COE Tejona Corporation, dated December 26, 1996. * B.33.3 By-laws of COE Tejona Corporation, as amended to January 1, 1997. B.34 New England Hydro-Transmission Corporation B.34.1 Articles of Incorporation, (Exhibit B.8a, 1986 NEES U5S, File No. 30-33); Articles of Amendment of New England Hydro-Transmission Corporation dated January 18, 1989, (Exhibit B.10a, 1988 NEES U5S, File No. 30-33). B.34.2 By-laws of New England Hydro-Transmission Corporation. (Exhibit B.10b, 1988 NEES U5S, File No. 30-33) B.35 New England Hydro-Transmission Electric Company B.35.1 Restated Articles of Organization of New England Hydro- Transmission Electric Company dated January 13, 1989. (Exhibit B.11a, 1988 NEES U5S, File No. 30-33) B.35.2 By-Laws of New England Hydro-Transmission Electric Company (Exhibit B.11b, 1988 NEES U5S File No. 30-33) B.36 General Partnership Agreement of Encoe Partners. (File No. 70-8084) B.37 Amended and Restated Limited Partnership Agreement (CL&P Capital, L.P.) among CL&P, NUSCO, and the persons who became limited partners of CL&P Capital, L.P. in accordance with the provisions thereof dated as of January 23, 1995 (MIPS). (Exhibit A.1, File No. 70-8451) B.38 Certificate of Formation of Southwest HEC Energy Services L.L.C., dated November 21, 1995. (Exhibit B.38, 1995 NU Form U5S, File No. 30-246) B.39 Mode 1 Communications, Inc. * B.39.1 Certificate of Incorporation of Mode 1 Communications, Inc. (formerly NU/Mode 1 Communications, Inc.), dated March 26, 1996. * B.39.2 Certificates of Amendment to Certificate of Incorporation of Mode 1 Communications, Inc., dated December 26, 1996 and February 4, 1997. * B.39.3 By-laws of Mode 1 Communications, Inc., as amended to January 1, 1997. B.40 Select Energy, Inc. * B.40.1 Certificate of Incorporation of Select Energy, Inc. (formerly NUSCO Energy Partners, Inc.) dated September 26, 1996. * B.40.2 Certificates of Amendment to Certificate of Incorporation of Select Energy, Inc., dated December 26, 1996 and April 25, 1997. * B.40.3 By-laws of Select Energy, Inc., as amended to January 1, 1997. C.(a) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES C.1 Northeast Utilities C.1.1 Indenture dated as of December 1, 1991 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Debt Securities. (Exhibit 4.1.1, 1991 NU Form 10-K, File No. 1-5324) C.1.2 First Supplemental Indenture, dated as of December 1, 1991 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Series A Notes. (Exhibit 4.1.2, 1991 NU Form 10-K, File No. 1-5324) C.1.3 Second Supplemental Indenture, dated as of March 1, 1992 between Northeast Utilities and IBJ Schroder Bank & Trust Company, with respect to the issuance of Series B Notes. (Exhibit C.1.3, 1991 NU Form U5S, File No. 30-246) C.1.4 Warrant Agreement dated as of June 5, 1992 between Northeast Utilities and the Service Company. (Exhibit 4.1.4, 1992 NU Form 10-K, File No. 1-5324) C.1.4.1 Additional Warrant Agent Agreement dated as of June 5, 1992 between Northeast Utilities and State Street Bank and Trust Company. (Exhibit 4.1.4.1, 1992 NU Form 10-K, File No. 1-5324) C.1.4.2 Exchange and Disbursing Agent Agreement dated as of June 5, 1992 among Northeast Utilities, Public Service Company of New Hampshire and State Street Bank and Trust Company. (Exhibit 4.1.4.2, 1992 Form 10-K, File No. 1-5324) C.1.5 Credit Agreements among CL&P, NU, WMECO, NUSCO (as Agent) and 3 Commercial Banks dated December 3, 1992 (Three-Year Facility). (Exhibit C.2.38, 1992 NU Form U5S, File No. 30-246) C.1.6 Credit Agreements among CL&P, WMECO, NU, Holyoke Water Power Company, RRR, NNECO and NUSCO (as Agent) and 1 Commercial Bank dated December 3, 1992 (Three-Year Facility). (Exhibit C.2.39, 1992 NU Form U5S, File No. 30-246) C.1.7 Credit Agreement among NU, CL&P and WMECO and several commercial banks, dated as of November 21, 1996. (Exhibit No. B.1, File No. 70-8875) C.2 The Connecticut Light and Power Company C.2.1 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921. (Composite including all twenty-four amendments to May 1, 1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324) Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of: C.2.2 April 1, 1967. (Exhibit 4.16, File No. 2-60806) C.2.3 January 1, 1968. (Exhibit 4.18, File No. 2-60806) C.2.4 December 1, 1969. (Exhibit 4.20, File No. 2-60806) C.2.5 June 30, 1982. (Exhibit 4.33, File No. 2-79235) C.2.6 December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K, File No. 1-5324) C.2.7 April 1, 1992. (Exhibit 4.30, File No. 33-59430) C.2.8 July 1, 1992. (Exhibit 4.31, File No. 33-59430) C.2.9 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) C.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249) C.2.11 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File No. 1-5324) C.2.12 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File No. 1-5324) C.2.13 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File No. 1-5324) C.2.14 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File No. 1-5324) C.2.15 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K, File No. 1-5324) C.2.16 June 1, 1996. (Exhibit 4.2.16, 1996 NU Form 10-K, File No. 1-5324) C.2.17 January 1, 1997. (Exhibit 4.2.17, 1996 NU Form 10-K, File No. 1-5324) C.2.18 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1986 Series) dated as of December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S, File No. 30-246) C.2.18.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds, 1986 Series) dated as of August 1, 1994. (Exhibit 1 (Execution Copy), File No. 70-7320) C.2.19 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1988 Series) dated as of October 1, 1988. (Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246) C.2.19.1 Letter of Credit (Pollution Control Bonds, 1988 Series) dated October 27, 1988. (Exhibit 4.2.17.1, 1995 NU Form 10-K, File No. 1-5324) C.2.19.2 Reimbursement and Security Agreement (Pollution Control Bonds, 1988 Series) dated as of October 1, 1988. (Exhibit 4.2.18.2, 1995 NU Form 10-K, File No.1- 5324) C.2.20 Financing Agreement between Industrial Development Authority of the State of New Hampshire and CL&P (Pollution Control Bonds) dated as of December 1, 1989. (Exhibit C.1.39, 1989 NU Form U5S, File No. 30-246) C.2.21 Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and CL&P (Pollution Control Bonds, 1992 Series A) dated as of December 1, 1992. (Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246) C.2.21.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds, 1992 Series A) dated as of December 1, 1992. (Exhibit 4.2.19.1, 1995 NU Form 10-K, File No. 1-5324) C.2.22 Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.21, 1993 NU Form 10-K, File No. 1-5324) C.2.22.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.23, 1993 NU Form 10-K, File No. 1-5324) C.2.23 Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Bonds - Series B, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.22, 1993 NU Form 10-K, File No. 1-5324) C.2.23.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series B, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.2.24, 1993 NU Form 10-K, File No. 1-5324) C.2.24 Amended and Restated Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Revenue Bond - 1996A Series) dated as of May 1, 1996 and Amended and Restated as of January 1, 1997. (Exhibit 4.2.24, 1996 NU Form 10-K, File No. 1-5324) C.2.24.1 Amended and Restated Indenture of Trust between Connecticut Development Authority and the Trustee (CL&P Pollution Control Revenue Bond-1996A Series), dated as of May 1, 1996 and Amended and Restated as of January 1, 1997. (Exhibit 4.2.24.1, 1996 NU Form 10-K, File No. 1-5324) C.2.24.2 Standby Bond Purchase Agreement among CL&P, Societe Generale, New York Branch and the E-21 Trustee, dated January 23, 1997. (Exhibit 4.2.24.2, 1996 NU Form 10-K, File No. 1-5324) C.2.24.3 AMBAC Municipal Bond Insurance Policy issued by the Connecticut Development Authority (CL&P Pollution Control Revenue Bond-1996A Series), effective January 23, 1997. (Exhibit 4.2.24.3, 1996 NU Form 10-K, File No. 1-5324) C.2.25 Indenture between CL&P and Bankers Trust Company, Trustee (Series A Subordinated Debentures), dated as of Januar 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy), File No. 70-8451) C.2.26 Payment and Guaranty Agreement of CL&P dated as of January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy), File No. 70-8451) C.2.27 Amended and Restated Trust Agreement, dated February 11, 1992, among State Street Bank and Trust Company, as Trustor, and Bankers Trust Company, as Trustee, and CL&P and WMECO. (Niantic Bay Fuel Trust). (Exhibit 10.23, 1991 NU Form 10-K, File No. 1-5324) C.2.28 See Exhibit C.8.1 below, CL&P's Guarantee of Rocky River Realty's 7-7/8% Note Agreement. C.3 Public Service Company of New Hampshire C.3.1 First Mortgage Indenture dated as of August 15, 1978 between PSNH and First Fidelity Bank, National Association, New Jersey, Trustee. (Composite including all ten amendments to May 16, 1991)(Exhibit 4.4.1, 1992 NU Form 10-K, File No. 1-5324) C.3.2 Amended and Restated Revolving Credit Agreement dated as of April 1, 1996. (Exhibit 4.3.2, 1996 NU Form 10-K, File No. 1-5324) C.3.3 Series A (Tax Exempt New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.2, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.4 Series B (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.3, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.5 Series C (Tax Exempt Refunding) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.4, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.6 Series D (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.5, PSNH Current Report on Form 8-K dated February 10, 1992, File No. 1-6392) C.3.6.1 First Supplement to Series D (Tax Exempt Refunding Issue) PCRB Loan and Trust Agreement dated as of December 1, 1992. (Exhibit 4.4.5.1, 1992 NU Form 10-K, File No. 1-5324) C.3.6.2 Second Series D (May 1, 1991 Taxable New Issue and December 1, 1992 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of May 1, 1995 (Exhibit B.4, Execution Copy, File No. 70-8036) C.3.7 Series E (Taxable New Issue) PCRB Loan and Trust Agreement dated as of May 1, 1991. (Exhibit 4.6, PSNH Current Report onForm 8-K dated February 10, 1992, File No. 1-6392) C.3.7.1 First Supplement to Series E (Tax Exempt Refundimg Issue) PCRB Loan and Trust Agreement dated as of December 1, 1993. (Exhibit 4.3.8.1, 1993 NU Form 10-K, File No. 1-5324) C.3.7.2 Second Series E (May 1, 1991 Taxable New Issue and December 1, 1993 Tax Exempt Refunding Issue) PCRB Letter of Credit and Reimbursement Agreement dated as of May 1, 1995. (Exhibit B.5, Execution Copy, File No. 70-8036) C.4 Western Massachusetts Electric Company C.4.1 First Mortgage Indenture and Deed of Trust between WMECO and Old Colony Trust Company (now The First National Bank of Boston), Trustee, dated as of August 1, 1954. (Exhibit 4.4.1, 1993 NU Form 10-K, File No. 1-5324) Supplemental Indentures thereto dated as of: C.4.2 March 1, 1967. (Exhibit 2.5, File No. 2-68808) C.4.3 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form 10-K, File No. 1-5324) C.4.4 December 1, 1992. (Exhibit 4.15, File No. 33-55772) C.4.5 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K, File No. 1-5324) C.4.6 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K, File No. 1-5324) C.4.7 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K, File No. 1-5324) C.4.8 Loan Agreement between Connecticut Development Authority and WMECO (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.4.13, 1993 NU Form 10-K, File No. 1-5324) C.4.8.1 Letter of Credit and Reimbursement Agreement (Pollution Control Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993. (Exhibit 4.4.14, 1993 NU Form 10-K, File No 1-5324) C.4.9 See Exhibits C.2.27 and C.8.1 for WMECO's interest in joint financings. C.5 North Atlantic Energy Corporation C.5.1 First Mortgage Indenture and Deed of Trust between NAEC and United States Trust Company of New York, Trustee, dated as of June 1, 1992. (Exhibit 4.6.1, 1992 NU Form 10-K, File No. 1-5324) C.5.2 Term Credit Agreement dated as of November 9, 1995. (Exhibit 4.5.2, 1995 NU Form 10-K, File No. 1-5324) C.6 Northeast Nuclear Energy Company C.6.1 Millstone Technical Building Note Agreement dated as of December 21, 1993 by and between The Prudential Insurance Company of America and NNECO. (Exhibit 10.28, 1993 NU Form 10-K, File No. 1-5324) C.7 Holyoke Water Power Company C.7.1 Loan Agreement between City of Holyoke, Massachusetts, acting by and through its Industrial Development Financing Authority, and Holyoke Water Power Company, dated as of November 1, 1988 (Pollution Control Bonds). (Exhibit C.4.8, 1989 NU Form U5S, File No. 30-246) C.7.2 Loan and Trust Agreement between Massachusetts Industrial Finance Authority and Holyoke Water Power Company, dated as of December 1, 1992. (Exhibit C.7.2, 1992 NU Form U5S, File No. 30-246) C.7.3 Loan Agreement between Massachusetts Industrial Finance Authority and Holyoke Water Power Company, dated as of December 1, 1990 (Pollution Control Bonds). (Exhibit C.4.3, 1990 NU Form U5S, File No. 30-246) C.8 The Rocky River Realty Company C.8.1 Note Agreement dated as of June 1, 1973 by and between The Rocky River Realty Company (RRR) and the purchasers named therein (the 7-7/8% Note Agreement), including the Several Guarantee of CL&P, HELCO, and WMECO of RRR's 7-7/8% Note Agreement. (File No.70-4637) C.8.2 Note Agreement dated April 14, 1992, by and between RRR and the purchasers named therein, relating to $15 million of guaranteed senior secured notes due 2007 and $28 million of guaranteed senior secured notes due 2017. (Exhibit No. 10.52, 1992 NU Form 10-K, File No. 1-5324) C.8.2.1 Note Guaranty dated April 14, 1992 by Northeast Utilities relating to Exhibit C.8.2. (Exhibit 10.52.1, 1992 NU Form 10-K, File No. 1-5324) C.8.2.2 Assignment of Leases, Rents and Profits, Security Agreement and Negative Pledge, dated as of April 14, 1992 among RRR, NUSCO and the Trustee, securing notes sold ursuant to Exhibit C.8.2. (Exhibit 10.52.2, 1992 NU Form 10-K, File No. 1-5324) C.9 Southwest HEC Energy Services, L.L.C. C.9.1 Promissory Note of Southwest HEC Energy Services, L.L.C. to Arizona Public Service Company, dated December 7, 1995. (Exhibit C.9.1, 1995 NU Form U5S, File No. 30-246) D. Agreement Allocating Consolidated Income Tax Liability by Northeast Utilities and Subsidiaries. (Exhibit D, 1994 NU Form U5S, File No. 30-246) * G. Financial Data Schedules G.1 Financial Data Schedule of NU. G.2 Financial Data Schedule of CL&P. G.3 Financial Data Schedule of WMECO. G.4 Financial Data Schedule of PSNH. G.5 Financial Data Schedule of NAEC. G.6 Financial Data Schedule of HWP. G.7 Financial Data Schedule of HP&E. * H. Organizational chart showing the relationship of Encoe Partners, Central Termica San Miguel de Tucuman, S. A., Plantas Eolicas S.A., and Ave Fenix Energia, S. A., foreign utility companies, to other NU System companies. * I. Unaudited 1996 financial reports of the following foreign utility companies: - Encoe Partners - Central Termica San Miguel de Tucuman S.A. - Ave Fenix Energia S.A. - Plantas Eolicas S.A. (This information is not available at this filing date and will be subsequently provided under Form U5S/A on or before August 15, 1997.) EX-3.(I).1 2 CERT. OF INCORP. AMEND. Exhibit B.7.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) The Rocky River Realty Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (The Rocky River Realty Company) RESOLVED, that a new Article SEVENTH is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE SEVENTH. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(I).2 3 CERT. OF INCORP. AMEND. Exhibit B.8.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Research Park, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 34 Vote Favoring Adoption 50 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Research Park, Inc.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).1 4 AMENDED BYLAWS Exhibit B.8.3 BY-LAWS RESEARCH PARK, INC. Amended March 1, 1982 Amended January 1, 1997 RESEARCH PARK, INC. BY-LAWS ARTICLE I. MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders may be held at any place in the State of Connecticut, the place thereof to be designated in the call therefor. Section 2. The annual meeting of the stockholders for the election of directors shall be held on the third Friday in May, in each year at the hour designated in the call, or any subsequent time or day to which such meeting may be adjourned. Section 3. Notice of the annual meeting of stockholders shall be given by a written or printed notice, delivered or sent by mail, at least seven days prior to the meeting, to each stockholder of record appearing on the books of the Company and entitled to vote at such meeting, at the address in such books. Section 4. At all meetings of the stockholders each share entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. At each such annual meeting the directors shall be elected by ballot, who shall continue in office until the next annual meeting and until their successors are chosen and qualified. They shall be stockholders, except that if any company holds a majority of the voting stock of this Company, one or more directors, executive officers or agents of the company holding such stock may be chosen directors of this Company, whether they be stockholders of this Company or not. Section 6. The notice of any special meeting of stockholders shall state the purpose of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 7. Notice of all special meetings of stockholders shall be given by delivering or sending by mail written or printed notice there- of, stating the purpose of such meeting, to each stockholder appearing on the books of the Company and entitled to vote at such meeting, at the address given in such books, at least seven days before the time of meeting, unless such stockholders shall waive notice or be in attendance at the meeting. ARTICLE II. MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall, if a quorum is present, be held without notice immediately after the adjourn- ment of the annual stockholders' meeting or as soon thereafter as convenient for the purpose of organization. At the first meeting of the Board of Directors held after the annual stockholders' meeting or at any subsequent meeting, the Board shall elect by ballot the officers of the Company provided for in Article IV of these by-laws, who shall hold their offices (subject to the provisions of Section 4, Article III, of these by-laws) for the ensuing year, or until the next annual meeting and until their successors are chosen and qualified. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may determine and fix by resolution. Section 3. Special meetings of the Board of Directors may be held at any place within or without the State of Connecticut upon call of the President, or, in the event of his absence or inability to act, upon the call of the Vice President entitled under these by-laws to act in place of the President. Section 4. Written or printed notice of all special meetings of directors shall be given to each director personally, or by mail or telegraph, at least three days previous to the time of meeting unless each director shall, in writing or by telegraph, waive such notice or be in attendance at such meeting. ARTICLE III. POWERS AND DUTIES OF DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified. Section 2. One-third of the directorships as fixed in accordance with Section 1 of these by-Laws shall constitute a quorum, except that no quorum shall consist of less than two Directors. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 3. The Board of Directors of this Company shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next annual election and until his successor shall be elected and qualified. Section 4. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interest of the company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of the Board, shall hold their offices at the pleasure of the Board, and may be removed at any time by the Board at its discretion. Section 5. All questions shall be decided by vote of a majority of the Directors present. The yeas and nays on any question shall be taken and recorded on the minutes at the request of any director. ARTICLE IV. OFFICERS Section 1. The officers of this corporation shall consist of a President, one or more Vice-Presidents, a Secretary and a Treasurer, and the directors may appoint an Assistant Secretary or Assistant Secre- taries and an Assistant Treasurer or Assistant Treasurers. Section 2. The offices of Treasurer and Secretary and the offices of Assistant Treasurer and Assistant Secretary may be held by the same person at the discretion of the Board. Section 3. the officers of the Company shall be elected by the Board of Directors as provided in Section 1, Article II of these by-laws. ARTICLE V. PRESIDENT Section 1. The President shall, when present, preside at all meetings of the stockholders and directors. He shall execute all con- tracts and other instruments in behalf of the Company , except as other- wise provided for by the Board of Directors. Section 2. The President shall also generally have the powers and perform the duties which by law and general usage appertain to the office. Section 3. In the absence or disability of the President and Vice-Presidents, the directors shall appoint another one of their number Acting President to perform the duties of the President ad interim. ARTICLE VI. VICE-PRESIDENTS Section 1. The Vice-Presidents shall severally, beginning with the one first named at the time of their election, perform in his absence or disability, the duties of the President, and shall perform from time to time such other duties as may be delegated to them by this board. ARTICLE VII. SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the stockholders and the Board of Directors. He shall give notice of all meetings of the stockholders and the Board of Directors. He shall record all votes of the Company. He shall carefully preserve and keep in his custody, in the office of the Company, all letters, contracts, leases, assignments, deeds and other instruments in writing and docu- ments not properly belonging to the office of the Treasurer; shall attend to such correspondence of the company as the Board of Directors shall direct, and shall perform such other duties as he may be charged with by the Board of Directors. Section 2. He shall have the custody of the corporate seal of the Company and shall affix the same to all instruments requiring a seal, which have been authorized by resolution of the Board of Directors, except certificates of stock, to which the seal shall be affixed by the Treasurer as provided for in Article VIII. ARTICLE VIII. TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and to endorse checks, drafts and warrants in its name and on its behalf, and full discharge for the same to give. He shall sign all certificates of stock, checks, notes and drafts, except as otherwise provided for by the Board of Directors. Section 2. He shall affix the corporate seal to all certificates of stock. He shall also perform such other duties as he may be charged with by the Board of Directors, or by law. Section 3. The Treasurer shall execute, if required by the Board, a bond in the penalty fixed by the Board, with such surety as the Board may approve, conditioned for the delivery to the President or according to the order of the Board in case of this decease, resignation or discharge, of all moneys, bonds, evidences of debt, vouchers, accounts, books, writings and papers belonging to the Company, received by him or in his possession, charge or custody, and for the faithful performance of all the duties of his office. ARTICLE IX. ASSISTANT TREASURER Section 1. The Assistant Treasurer shall, in the absence or inability of the Treasurer, perform all of the duties of the Treasurer, and shall also perform such other duties as may be from time to time delegated to him or them by the Board or by the Treasurer. Section 2. The Assistant Treasurer shall execute, if required by the Board, a bond in the same manner as the Treasurer, as provided in Section 3, Article VIII, of these by-laws. ARTICLE X. ASSISTANT SECRETARY Section 1. The Assistant Secretary shall, in the absence or inability of the Secretary, perform all the duties of the Secretary, and shall also perform such other duties as may be from time to time dele- gated to him or them by the Board or by the Secretary. ARTICLE XI. CORPORATE SEAL Section 1. The Corporate Seal of the Company shall be circular in form, with the name of the Company inscribed thereon. ARTICLE XII. AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed at any annual meeting of the stockholders by a majority vote of all the stock entitled to vote, or at any special meeting called for that purpose, or by a majority of the Directors of the Company at any meeting of said Board of Directors. ARTICLE XIII. COMMITTEES Section 1. The Board of Directors may appoint such committees as it may deem proper, and may delegate to such committees any of the powers possessed by the Board. A majority of any Committee shall have the power to act. Committees shall keep full records of their proceed- ings, and shall report the same to each regular meeting of the Board, or when called upon by the Board. EX-3.(I).3 5 CERT. OF INCORP. AMEND. Exhibit B.9.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) The City and Surburban Electric and Gas Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (The City and Surburban Electric and Gas Company) RESOLVED, that a new Section is hereby added to the Company's Certificate of Incorporation as follows: SECTION. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(I).4 6 CERT. OF INCORP. AMEND. Exhibit B.10.3 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Electric Power Incorporated 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Electric Power Incorporated) RESOLVED, that a new Section is hereby added to the Company's Certificate of Incorporation as follows: SECTION. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(I).5 7 CERT. OF INCORP. AMEND. Exhibit B.11.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) The Nutmeg Power Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (The Nutmeg Power Company) RESOLVED, that a new Section is hereby added to the Company's Certificate of Incorporation as follows: SECTION. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).2 8 AMENDED BYLAWS Exhibit B.11.3 BY-LAWS THE NUTMEG POWER COMPANY By-Laws Adopted July 19, 1954 Amended January 1, 1997 THE NUTMEG POWER COMPANY BY-LAWS ARTICLE I. General Section 1. These by-laws are intended to supplement and implement applicable provisions of law and of the charter of this Company with respect to the regulation of the affairs of this Company. ARTICLE II. Meetings of Stockholders Section 1. Any meeting of the stockholders may be held at any place in the State of Connecticut, the place thereof to be designated in the call therefor. Section 2. The annual meeting of the stockholders shall be held in March in each year at the place, on the day and at the hour designated in the call therefor. ARTICLE III. Directors Section 1. The property and affairs of the Company shall be managed by a Board of not less than three nor more than fifteen directors, who shall be chosen at the annual meeting of the stockholders. The directors shall be stockholders, except that if any company holds stock of this Company, one or more directors, executive officers or agents of the company holding such stock may be chosen directors of this Company, whether they be stockholders of this Company or not. Section 2. The Board of Directors shall have power to choose, appoint and employ such officers, employees and agents as they may deem the interest of the Company requires and to fix the compensation and define the powers and duties of all such officers, employees and agents. All such officers, employees and agents shall be subject to the order of the Board, shall hold their offices at the pleasure of the Board, and may be removed at any time by the Board at its discretion. ARTICLE IV. Meetings of Directors Section 1. A regular meeting of the Board of Directors shall be held without notice immediately after the annual stockholders' meeting or as soon thereafter as convenient for the purpose of organization. At such meeting the Board shall choose and appoint the officers of the Company who shall hold their offices (subject to the provisions of Section 2, Article III of these by-laws) for the ensuing year or until the next annual meeting and until their successors are chosen and qualify. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may determine and fix by resolution. Section 3. Special meetings of the Board of Directors may be held at any place upon call of the President, or in the event of his absence or inability to act, upon call of a Vice President, or upon call of any three or more directors. Section 4. Written or printed notice of the time and place of all special meetings of the Board of Directors shall be given to each director personally, or by mail or telegraph at his last-known post office address, at least three days prior to the time of the meeting, provided that any one or more directors, as to himself or themselves, may waive such notice, in writing or by telegraph, or by attendance at such meeting. Section 5. A majority of the members of the Board of Directors shall constitute a quorum. Except as otherwise provided by law or these by-laws, all questions shall be decided by vote of a majority of the directors present at any meeting of the Board. ARTICLE V. Officers Section 1. The officers of this Company shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time appoint. Section 2. In addition to such powers and duties as the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall generally have the powers to perform the duties which by law and general usage appertain to his particular office. ARTICLE VI. Committees Section 1. The Board of Directors, by affirmative vote of a majority of the whole Board, may appoint from the directors an executive committee and such other committees as it may deem judicious and proper and may, to the extent permitted by law, delegate to such committees any of the powers of the Board. A majority of any committee shall have the power to act. Committees shall keep full records of their proceedings and shall report the same when called upon by the Board. ARTICLE VII. Corporate Seal Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed thereon. ARTICLE IX. Amendments Section 1. These by-laws may be altered, amended, added to or repealed at any meeting of the stockholders called for the purpose or by an affirmative vote of a majority of the Board of Directors at any meeting of the Board called for the purpose. EX-3.(I).6 9 CERT. OF INCORP. AMEND. Exhibit B.12.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) The Connecticut Steam Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (The Connecticut Steam Company) RESOLVED, that a new Section is hereby added to the Company's Certificate of Incorporation as follows: SECTION. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).3 10 AMENDED BYLAWS Exhibit B.12.3 BY-LAWS THE CONNECTICUT STEAM COMPANY By-Laws Adopted April 27, 1965 Amended January 1, 1997 THE CONNECTICUT STEAM COMPANY BY-LAWS ARTICLE I. General Section 1. These by-laws are intended to supplement and implement applicable provisions of law and of the charter of this Company with respect to the regulation of the affairs of this Company. ARTICLE II. Meetings of Shareholders Section 1. Any meeting of the shareholders may be held at any place in the State of Connecticut, the place thereof to be designated in the call therefor. Section 2. The annual meeting of the shareholders shall be held in March or April in each year at the place, on the day and at the hour designated by the Board of Directors. ARTICLE III. Directors Section 1. The property and affairs of the Company shall be managed by a Board of not less than three nor more than ten directors. The number of directorships at any time within such maximum and minimum shall be the number fixed by resolution of the shareholders or Board of Directors or, in the absence of such a resolution, shall be the number of directors elected at the preceding annual meeting of the shareholders. Section 2. The Board of Directors shall have power to choose, appoint and employ such officers, employees and agents as they may deem the interest of the Company requires and to fix the compensation and define the powers and duties of all such officers, employees and agents. All such officers, employees and agents shall be subject to the order of the Board, shall hold their offices at the pleasure of the Board, and may be removed at any time by the Board at its discretion. ARTICLE IV. Meetings of Directors Section 1. A regular meeting of the Board of Directors shall be held without notice immediately after the annual shareholders' meeting or as soon thereafter as convenient for the purpose of organization. At such meeting the Board shall choose and appoint the officers of the Company who shall hold their offices (subject to the provisions of Section 2, Article III of these by-laws) for the ensuing year or until the next annual meeting and until their successors are chosen and qualify. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may determine and fix by resolution. Section 3. Special meetings of the Board of Directors may be held at any place upon call of the President, or in the event of his absence or inability to act, upon call of a Vice President, or upon call of any three or more directors. Section 4. Oral, written or printed notice of the time and place of all special meetings of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least two days prior to the time of the meeting, provided that any one or more directors, as to himself or themselves, may waive such notice, in writing or by telegraph, or by attendance at such meeting. Section 5. A majority of the number of directorships at the time shall constitute a quorum. Except as otherwise provided by law or these by-laws, all questions shall be decided by vote of a majority of the directors present at any meeting of the Board at which a quorum is present. ARTICLE V. Officers Section 1. The officers of this Company shall consist of a Presi- dent, one or more Vice Presidents, a secretary, a Treasurer and such other officers, as the Board of Directors may from time to time choose or appoint. Section 2. In addition to such powers and duties as the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall generally have the powers and perform the duties which by law and general usage appertain to his particular office. ARTICLE VI. Corporate Seal Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed thereon. ARTICLE VII. Amendments Section 1. These by-laws may be altered, amended, added to or repealed by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of directors holding a majority of the number of directorships at any meeting of the Board called for the purpose. EX-3.(I).7 11 CERT. OF INCORP. AMEND. Exhibit B.13.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) The Connecticut Transmission Corporation 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (The Connecticut Transmission Corporation) RESOLVED, that a new Section is hereby added to the Company's Certificate of Incorporation as follows: SECTION. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(I).8 12 CERT. OF INCORP. AMEND. Exhibit B.16.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Northeast Utilities Service Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 1 Vote Favoring Adoption 1 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Northeast Utilities Service Company) RESOLVED, that a new Article FIFTH is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE FIFTH. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).4 13 AMENDED BYLAWS Exhibit B.16.3 BY-LAWS NORTHEAST UTILITIES SERVICE COMPANY Adopted October 20, 1965 Amended March 1, 1982 December 9, 1996 January 1, 1997 NORTHEAST UTILITIES SERVICE COMPANY BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of shareholders shall be held at the principal office of the Company or at such other place, either within or without the State of Connecticut, as shall be designated in the notice of the meeting. Section 2. The annual meeting of the shareholders shall be held at such place and at such time as shall be fixed by the Board of Directors. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the annual meeting of the shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting, provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Section 1 of Article II of these By-Laws shall constitute a quorum, except that no quorum shall consist of less than two Directors. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Art. IV, @3, hereof, hold office until the next annual election of officers and until his successor shall be elected. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. ARTICLE V COMMITTEES Section 1. The Board of Directors, by resolution adopted by the affirmative vote of directors holding a majority of the directorships, at a meeting at which a quorum is present, may designate two or more directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE VI CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE VII AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of directors holding a majority of the number of directorships at any meeting of the Board called for the purpose. EX-3.(I).9 14 CERT. OF INCORP. AMEND. Exhibit B.17.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Northeast Nuclear Energy Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 1000 Vote Favoring Adoption 1500 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Northeast Nuclear Energy Company) RESOLVED, that a new Article SEVENTH is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE SEVENTH. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).5 15 AMENDED BYLAWS Exhibit B.17.3 BY-LAWS NORTHEAST NUCLEAR ENERGY COMPANY Amended March 6, 1958 March 29, 1963 October 22, 1965 March 1, 1982 January 1, 1997 NORTHEAST NUCLEAR ENERGY COMPANY BY-LAWS ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held in such place in the State of Connec- ticut and on such day and hour in the months of January, February, March or April in each year as shall be fixed by the Board of Directors, or failing action by the Board, by the President, and designated in the call or on any subsequent time or day to which such meeting may be adjourned. Section 2. Special meetings of the stockholders may be held when- ever and as often as the President or any three directors may deem expedient; and such meetings shall be called upon the written request of the holders of twenty per cent of the capital stock of the Company entitled to vote. Section 3. At all meetings of the stockholders each share entitled to vote, and represented in person or by proxy, shall be entitled to one vote. A majority in interest of all the stockholders of the Company entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders; but if there be less than a quorum represented at any meeting, a majority in interest of stockholders so represented may adjourn the meeting from time to time. Section 4. Notice of all meetings of stockholders shall be given by delivering or sending by mail written or printed notice thereof, stating the purpose of such meeting, to each stockholder appearing on the books of the Company and entitled to vote at such meeting, at the address given in such books, at least five days before the time of meeting, unless such stockholders shall waive notice or be in attendance at the meeting. ARTICLE II MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall, if a quorum is present, be held without notice immediately after the adjournment of the annual stockholders' meeting or as soon thereafter as convenient. At the first meeting of the Board of Directors held after the annual stockholder's meeting or at any subsequent meeting, the Board shall elect the officers of the Company provided for in Article IV of these by-laws, who shall hold their offices until the next annual meeting and until their successors are chosen and qualified. Section 2. All other regular meetings of the board of Directors may be held at such time and place as the Board may determine and fix by resolution. Section 3. Special meetings of the Board of Directors may be held at any place within or without the State of Connecticut upon call of the President, or, in the event of his absence, refusal or inability to act, upon the call by the Secretary upon demand of a majority of the members of the Board. Section 4. Written or printed notice of all special meetings of directors shall be given to each director personally, or by mail or telegraph, at least three days previous to the time of meeting unless each director shall, in writing or by telegraph, waive such notice or be in attendance at such meeting. ARTICLE III POWERS AND DUTIES OF DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified. Section 2. One-third of the directorships as fixed in accordance with Section 1 of these By-Laws shall constitute a quorum, except that no quorum shall consist of less than two Directors. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 3. The Board of Directors of this Company shall have power to fill vacancies that may occur in the Board. or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next annual election and until his successor shall be elected and qualified. ARTICLE IV OFFICERS Section 1. The officers of this corporation shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer, to serve during the pleasure of the Board, and such other officers as the Directors may appoint from time to time, who shall perform such duties as may be delegated from time to time by the Directors. ARTICLE V PRESIDENT Section 1. The President shall, when present, preside at all meetings of the Stockholders and Directors. He shall execute all contracts and other instruments in behalf of the Company, except as otherwise provided for by the Board of Directors. Section 2. The President shall also generally have the powers and perform the duties which by law and general usage appertain to the office. Section 3. In the absence or disability of the President, the Vice Presidents shall severally, beginning with the one first named at the time of their election, perform the duties of the President, and shall perform from time to time such other duties as may be delegated to them by the Board of Directors. ARTICLE VI SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the Stockholders and the Board of Directors. He shall give notice of all meetings of the Stockholders and the Board of Directors. He shall record all votes of the Company. He shall carefully preserve and keep in his custody, in the office of the Company, all letters, contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer; shall attend to such correspondence of the Company as the Board of Directors shall direct, and shall perform such other duties as he may be charged with by the Board of Directors. Section 2. He shall have the custody of the corporate seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VII TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and to endorse checks, drafts and warrants in its name and on its behalf, and full discharge for the same to give. He shall have the direct charge of the accounts of the Company, and shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for by the Board of Directors. ARTICLE VIII FISCAL YEAR The fiscal year of the Company shall begin on the first day of January and end on the thirty-first day of December of each year. ARTICLE IX CORPORATION SEAL The Corporate Seal of the Company shall be circular in form, with the name of the Company, "Connecticut", and the word "SEAL" inscribed thereon. ARTICLE X COMMITTEES The Board of Directors may appoint such committees as it may deem proper, and may delegate to such committees any of the powers possessed by the Board. A majority of any Committee shall have the power to act. Committees shall keep full records of their proceedings, and shall report the same to each regular meeting of the Board, or when called upon by the Board. ARTICLE XI STOCK CERTIFICATES All stock certificates shall be in such form as the Board of Directors may prescribe and may bear the facsimile signatures of the President and the Secretary or Treasurer and a facsimile seal of the Company, or may be signed by the President of Vice President and the Treasurer or the Secretary and may be sealed by any of the above officers. ARTICLE ARTICLE XII AMENDMENTS These by-laws may be altered, amended, added to or repealed by a majority vote of all the stock entitled to vote, at any annual or special meeting of the Stockholders, called for that purpose, or by a majority of the Directors of the Company at any meeting of said Board of Directors, called for that purpose. EX-3.(I).10 16 CERT. OF INCORP. AMEND. Exhibit B.22.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Connecticut Yankee Atomic Power Company 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 233,334 Vote Favoring Adoption 316,750 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Connecticut Yankee Atomic Power Company) RESOLVED, that a new Article FIFTH is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE FIFTH. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).6 17 AMENDED BYLAWS Exhibit B.22.3 BY-LAWS CONNECTICUT YANKEE ATOMIC POWER COMPANY Adopted December 12, 1962 Amended June 20, 1964 March 4, 1992 June 2, 1993 January 1, 1997 CONNECTICUT YANKEE ATOMIC POWER COMPANY BY-LAWS ARTICLE I GENERAL Section 1. These by-laws are intended to supplement and implement applicable provisions of law and of the certificate of incorporation of this Company with respect to the regulation and management of the affairs of this Company. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Any meeting of the stockholders may be held at any place within or without the State of Connecticut, the place thereof to be designated in the call therefor. Section 2. The annual meeting of the stockholders shall be held in March in each year at the place, on the day and at the hour designated by the Board of Directors. Section 3. The Board of Directors may fix a date as the record date for the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any distribution, or for any other proper purpose, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days, and, in the case of a meeting of stockholders, not less than ten full days, immediately preceding the date on which the particular event, requiring such determination of stockholders, is to occur. In such case, only such stockholders as shall be stockholders on the record date so fixed shall be entitled to the rights of stockholders of the Company on the date of the particular event for which the record date was fixed, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE III DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than twenty-five directors. The number of directorships at any time within such maximum and minimum shall be the number fixed by resolution of the stockholders or Board of Directors or, in the absence of such a resolution, shall be the number of directors elected at the preceding annual meeting of the stockholders. Section 2. The Board of Directors may designate a person who has been a director of the Company to serve as an emeritus director. Such person shall not be counted for purposes of determining a quorum and shall not have voting rights. Section 3. The Board of Directors shall have power to choose, appoint and employ such officers, employees and agents as they may deem the interest of the Company requires and to fix the compensation and define the powers and duties of all such officers, employees and agents. All such officers, employees and agents shall be subject to the order of the Board, shall hold their offices at the pleasure of the Board, and may be removed at any time by the Board at its discretion. ARTICLE IV MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held without notice immediately after the annual stockholders' meeting or as soon thereafter as convenient for the purpose of organization. At such meeting, the Board shall choose and appoint the officers of the Company who shall hold their offices (subject to the provisions of Section 2, Article III of these by-laws) for the ensuing year or until the next annual meeting and until their successors are chosen and qualify. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may determine and fix by resolution. Section 3. Special meetings of the Board of Directors may be held at any place upon call of the President, or, in the event of his absence or inability to act, upon call of a Vice President, or upon call of any three or more directors. Section 4. Oral, written or printed notice of the time and place of all special meetings of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least two days prior to the time of the meeting, provided that any one or more directors, as to himself, or themselves, may waive such notice, in writing or by telegraph, or by attendance at such meeting. Section 5. A majority of the number of directorships at the time shall constitute a quorum. Except as otherwise provided by law or these by-laws, all questions shall be decided by vote of a majority of the directors present at any meeting of the Board at which a quorum is present. Section 6. If all the directors in office at the time severally or collectively consent in writing to any action to be taken by the Company, and the number of such directors constitutes a quorum for such action, such action shall be as valid corporate action as though it had been authorized at a meeting of the Board of Directors. The Secretary shall file such consents with the minutes of the meetings of the Board of Directors. ARTICLE V OFFICERS Section 1. The officers of this Company shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers, including a Chairman, as the Board of Directors may from time to time choose or appoint. Section 2. In addition to such powers and duties as the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall generally have the powers and perform the duties which by law and general usage appertain to his particular office. ARTICLE VI EXECUTION OF PAPERS Section 1. All deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Company shall be executed by such officer as the Board of Directors may generally or in particular cases authorize. ARTICLE VII COMMITTEES Section 1. The Board of Directors, by affirmative vote of directors holding a majority of the number of directorships, may appoint from the directors an executive committee and such other committees as it may deem judicious, and may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. The Board of Directors may, to the extent permitted by law, delegate to such committees any of the powers of the Board. Section 2. A majority of any committee shall have the power to act, Committees shall keep full records of their proceedings and shall report the same to the Board of Directors. ARTICLE VIII CAPITAL STOCK Section 1. Each stockholder shall be entitled to a certificate of the capital stock of the Company owned by him in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors. Such certificate shall bear the seal, or facsimile seal, of the Company and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer except that such signatures may be facsimile signatures if such certificate is signed by a transfer agent, transfer clerk acting on behalf of the company or registrar. The restriction on transfer imposed by Section 2 of this Article VIII shall be noted conspicuously on each certificate. Section 2. The approval of stockholders holding a majority of the outstanding shares of the Company's capital stock, evidenced either by a vote duly adopted at a meeting of the stockholders or by the written consents of the consenting stockholders, shall be required in the case of any sale, pledge, or other transfer of any share of stock heretofore or hereafter issued by the Company, except: (1) a transfer by a corporate stockholder incident to a merger, consolidation or transfer of all or substantially all its assets to a successor corporation which shall, as a part of succession, assume all the obligations of the corporate stockholder to the Company, including without implied limitation, any contract for the purchase of electric power; (2) a transfer to secure indebtedness of a corporate stockholder maturing not less than twelve months from the date thereof, whether to a pledgee, mortgagee, or trustee for the benefit of the holders of the securities representing such indebtedness; or (3) a lien or transfer arising by operation of law or by virtue of the decree or order of any court of competent jurisdiction. If any shares are transferred or made subject to a lien in any transaction permitted by (2) or (3) above, the transferee or lien holder shall make a written offer of the shares to the Company for purchase prior to any further sale or other transfer thereof, and the Company or its designees shall have the right to purchase such shares if within 10 days of receipt of such offer it notifies the transferee or lien holder in writing that it or its designees elects to purchase such shares, otherwise such share may be sold by the transferee or lien holder without regard to the restrictions upon sale or transfer imposed by this section. If the Company or its designees elects to purchase such shares, the price to be paid for the shares shall be the book value thereof as of the end of the month last preceding the date on which such offer is received by the Company. For purposes of establishing the value of shares of capital stock under this Section 2, book value shall be deemed to be the sum of the following: (a) Par or stated value of Common Stock (b) Capital or paid-in surplus (c) Retained earnings or earned surplus (d) Surplus reserves after adjustments for (i) mathematical errors and omissions, (ii) any deferred or unapplied debits, and (iii) any other adjustments necessary to show assets and liabilities at amounts determined by and recorded in the accounting records of the Company in accordance with the Uniform System of Accounts prescribed by the Federal Power Commission for Class A Public Utilities (or, if said Commission does not have jurisdiction, then in accordance with the applicable accounting regulations prescribed by the regulatory body which has primary accounting jurisdiction at the time). The book value of each share of capital stock is determined by dividing the total book value by the number of shares outstanding. In the case of such sale, the sale shall be consummated at the Company's principal office on such business day (not later than 20 days after the price is determined) and at such hour during customary business hours as the purchaser may specify in a written notice given to the seller at least 10 days in advance of the specified date. Any transfer made in violation of the foregoing restrictions shall be invalid. The restriction on transfer imposed by this Section 2 shall be noted conspicuously on each certificate of the capital stock. ARTICLE IX CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form, with the name of the Company inscribed thereon. ARTICLE X AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the stockholders called for the purpose or by an affirmative vote of directors holding a majority of the number of directorships at any meeting of the Board called for the purpose. EX-3.(I).11 18 CERT. OF INCORP. AMEND. Exhibit B.25.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Charter Oak Energy, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Charter Oak Energy, Inc.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).7 19 AMENDED BYLAWS Exhibit B.25.3 BY-LAWS CHARTER OAK ENERGY, INC. Adopted September 28, 1988 Amended January 1, 1997 CHARTER OAK ENERGY, INC. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of Common Stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the annual meeting of the shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting, provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Section 1 of Article II of these By-Laws shall constitute a quorum, except that (subject to the provisions of Article III, Section 3) no quorum shall consist of less than two Directors. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hereof, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors. He shall give notice of all meetings of the stockholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for by the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them from time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates, Common and Preferred, may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).12 20 CERT. OF INCORP. AMEND. Exhibit B.26.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) Charter Oak Paris, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (Charter Oak Paris, Inc.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).8 21 AMENDED BYLAWS Exhibit B.26.3 CHARTER OAK (PARIS) INC. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at any place within or without the State of Connecticut fixed by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Special meetings of the shareholders may be called by the President, any Vice President, or by the Board of Directors, and shall be called by the President upon written request of the holders of not less than one-tenth of the voting power of all shares entitled to vote at the meeting. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of Common Stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the annual meeting of the shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting, provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Section 1 of Article II of these By-Laws shall constitute a quorum, except that (subject to the provisions of Article III, Section 3) no quorum shall consist of less than two Directors. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hereof, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors. He shall give notice of all meetings of the stockholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for by the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them from time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates, Common and Preferred, may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).13 22 CERT. OF INCORP. AMEND. Exhibit B.27.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE Development Corporation 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE Development Corporation) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).9 23 AMENDED BYLAWS Exhibit B.27.3 COE Development Corporation BY-LAWS Adopted November 19, 1992 Amended January 1, 1997 COE Development Corporation BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of Common Stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one director, if only one director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the annual meeting of the shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting, provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Section 1 of Article II of these By-Laws shall constitute a quorum, except that (subject to the provisions of Article III, Section 3) no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hereof, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors. He shall give notice of all meetings of the stockholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for by the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them from time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates, Common and Preferred, may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).14 24 CERT. OF INCORP. AMEND. Exhibit B.28.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE (UK) Corp. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 3 Vote Favoring Adoption 3 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE (UK) Corp.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).10 25 AMENDED BYLAWS Exhibit B.28.3 COE (UK) CORP. BY-LAWS Adopted January 7, 1993 Amended January 1, 1997 COE (UK) CORP. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).15 26 CERT. OF INCORP. AMEND. Exhibit B.30.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE Argentina I Corp. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE Argentina I Corp.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).11 27 AMENDED BYLAWS Exhibit B.30.3 COE ARGENTINA I CORP. BY-LAWS Adopted January 25, 1994 Amended January 1, 1997 COE ARGENTINA I CORP. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).16 28 CERT. OF INCORP. AMEND. Exhibit B.31.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE Argentina II Corp. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE Argentina II Corp.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).12 29 AMENDED BYLAWS Exhibit B.31.3 COE ARGENTINA II CORP. BY-LAWS Adopted March 14, 1994 Amended January 1, 1997 COE ARGENTINA II CORP. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).17 30 CERT. OF INCORP. AMEND. Exhibit B.32.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE Ave Fenix Corporation 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE Ave Fenix Corporation) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).13 31 AMENDED BYLAWS Exhibit B.32.3 COE AVE FENIX CORPORATION BY-LAWS Adopted May 19, 1995 Amended January 1, 1997 COE AVE FENIX CORPORATION BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. representative or successor he is, is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duties. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).18 32 CERT. OF INCORP. AMEND. Exhibit B.33.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) COE Tejona Corporation 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (COE Tejona Corporation) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.(II).14 33 AMENDED BYLAWS Exhibit B.33.3 COE TEJONA CORPORATION BY-LAWS Adopted April 10, 1995 Amended January 1, 1997 COE TEJONA CORPORATION BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN AND PRESIDENT Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. Section 2. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI VICE PRESIDENTS Section 1. The Vice Presidents shall have such powers and duties as may be assigned to them from time to time by the Board of Directors or the President. One of such Vice Presidents may be designated by said Board as Executive Vice President and, if so designated, shall exercise the powers and perform the duties of the President in the absence of the President or if the President is unable to perform the duties of his office. The Board of Directors may also designate one or more of such Vice Presidents as Senior Vice Presidents. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. Section 2. He shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. He shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by-law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof shall be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).19 34 CERTIFICATE OF INCORPORATION Exhibit B.39.1 CERTIFICATE OF INCORPORATION STOCK CORPORATION STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is: NU/Mode 1 Communications, Inc. 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut. 3. The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: There shall be one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 20,000 shares shall be authorized. 4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: There is only one class of shares authorized, as described in item 3 above. 5. The minimum amount of stated capital with which the corporation shall commence business is: $1,000 dollars 6.(7)Other provisions Any action which under any provision of Ch. 599, Title 33 of the Connecticut General Statutes, Revision of 1958, as amended, may be taken at a meeting of shareholders may also be taken without a meeting, by consent, in writing, setting forth the action to be taken, signed by persons holding not less than a majority of the voting power of shares, or of the shares of any particular class entitled to vote thereon or to take such action, or their duly authorized attorneys, all in accordance with the terms and subject to the limitations imposed by Section 33-330 of the Connecticut General Statutes. Dated this 26th day of March,1996 I hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by each incorporator. NAME OF INCORPORATOR (Print or Type) 1. Mark A. Joyse SIGNED (Incorporator) 1. /s/Mark A. Joyse EX-3.(I).20 35 TWO CERT. OF INCORP. AMENDMENTS Exhibit B.39.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) NU/Mode 1 Communications, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (NU/Mode 1 Communications, Inc.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. CERTIFICATE OF AMENDMENT Stock Corporation STATE OF CONNECTICUT OFFICE OF THE SECRETARY OF THE STATE 30 TRINITY STREET P.O. BOX 150470 HARTFORD, CT 06115/0470/new1-97 1. Name of Corporation NU/Mode 1 Communications, Inc. 2. The Certificate of Incorporation is: (Check A, B, or C) X A. Amended. B. Amended and Restated. C. Restated. 3. Text of Each Amendment/Restatement: The following amendment was adopted by the shareholder on February 4th, 1997: RESOLVED, that the Articles of Incorporation of the Company be amended by striking Article 1 therefrom, and substituting the following therefor: "1. The name of the corporation is: Mode 1 Communications, Inc." 4. Vote Information (check A, B, or C) X A. The resolution was approved by shareholders as follows: (set forth all voting information required by Conn. Gen. Stat. section 33-800 as amended in the space provided below) 1. There is one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 100 shares are outstanding. 2. No shares are entitled to be voted as a group. 3. The shareholder vote was as follows: Vote required for adoption: 67 Vote favoring adoption: 100 B. The Amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption. C. The amendment was adopted by the incorporators without shareholder action. No shareholder vote was required for adoption. 5. Execution Dated this 4th Day of February, 1997 /s/Mark A. Joyse Assistant Secretary EX-3.(II).15 36 BYLAWS Exhibit B.39.3 MODE 1 COMMUNICATIONS, INC. BY-LAWS (FORMERLY NU/MODE 1 COMMUNICATIONS, INC.) Adopted March 26, 1996 Revised December 9, 1996 January 1, 1997 NU/MODE 1 COMMUNICATIONS, INC. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company, and each such officer shall have such authority and shall perform such duties as may be assigned to him from time to time by the Board of Directors. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI PRESIDENT Section 1. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. The Secretary shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. The Treasurer shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof may be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or any Vice President and the Treasurer or any Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-3.(I).21 37 CERTIFICATE OF INCORPORATION Exhibit B.40.1 CERTIFICATE OF INCORPORATION STOCK CORPORATION STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is: NUSCO Energy Partners, Inc. 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut. 3. The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: There shall be one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 20,000 shares shall be authorized. 4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: There is only one class of shares authorized, as described in item 3 above. 5. The minimum amount of stated capital with which the corporation shall commence business is: $1,000 dollars 6.(7)Other provisions Any action which under any provision of Ch. 599, Title 33 of the Connecticut General Statutes, Revision of 1958, as amended, may be taken at a meeting of shareholders may also be taken without a meeting, by consent, in writing, setting forth the action to be taken, signed by persons holding not less than a majority of the voting power of shares, or of the shares of any particular class entitled to vote thereon or to take such action, or their duly authorized attorneys, all in accordance with the terms and subject to the limitations imposed by Section 33-330 of the Connecticut General Statutes. Dated this 26th day of September 1996. I hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by each incorporator. NAME OF INCORPORATOR (Print or Type) 1. Tracy A. DeCredico SIGNED (Incorporator) 1. /s/Tracy A. DeCredico Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 (Please provide filer's name and complete address for mailing receipt) EX-3.(I).22 38 TWO CERT. OF INCORP. AMENDMENTS Exhibit B.40.2 CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) NUSCO Energy Partners, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A (NUSCO Energy Partners, Inc.) RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. CERTIFICATE OF AMENDMENT Stock Corporation STATE OF CONNECTICUT OFFICE OF THE SECRETARY OF THE STATE 30 TRINITY STREET P.O. BOX 150470 HARTFORD, CT 06115/0470/new1-97 1. Name of Corporation NUSCO Energy Partners, Inc. 2. The Certificate of Incorporation is: (Check A, B, or C) X A. Amended. B. Amended and Restated. C. Restated. 3. Text of Each Amendment/Restatement: The following amendment was adopted by the shareholder on February 4th, 1997: RESOLVED, that the Articles of Incorporation of the Company be amended by striking Article 1 therefrom, and substituting the following therefor: "1. The name of the corporation is: Select Energy, Inc." 4. Vote Information (check A, B, or C) X A. The resolution was approved by shareholders as follows: (set forth all voting information required by Conn. Gen. Stat. section 33-800 as amended in the space provided below) 1. There is one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 100 shares are outstanding. 2. No shares are entitled to be voted as a group. 3. The shareholder vote was as follows: Vote required for adoption: 67 Vote favoring adoption: 100 B. The Amendment was adopted by the board of directors without shareholder action. No shareholder vote was required for adoption. C. The amendment was adopted by the incorporators without shareholder action. No shareholder vote was required for adoption. 5. Execution Dated this 25th Day of April, 1997 /s/John B. Keane Vice President and Treasurer EX-3.(II).16 39 BYLAWS Exhibit B.40.3 SELECT ENERGY, INC. BY-LAWS (FORMERLY, NUSCO ENERGY PARTNERS, INC.) Adopted October 7, 1996 Amended January 1, 1997 NUSCO ENERGY PARTNERS,INC. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company, and each such officer shall have such authority and shall perform such duties as may be assigned to him from time to time by the Board of Directors. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI PRESIDENT Section 1. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. The Secretary shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. The Treasurer shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof may be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or any Vice President and the Treasurer or any Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. EX-27.1 40
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 6,732,165 610,630 1,066,916 2,332,037 0 10,741,748 680,260 940,446 832,520 2,277,135 276,000 136,200 3,613,681 38,750 0 0 294,503 25,000 186,860 19,305 3,874,314 10,741,748 3,792,148 70,008 3,452,315 3,520,576 271,572 43,775 313,600 277,993 35,607 33,776 1,831 176,277 285,463 815,470 0.01 0.00
EX-27.2 41
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES 1 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 3,847,140 370,450 626,349 1,400,097 0 6,244,036 122,229 639,657 551,410 1,313,296 155,000 116,200 1,834,405 0 0 0 204,116 0 143,347 12,361 2,465,311 6,244,036 2,397,460 (20,334) 2,387,861 2,367,687 29,773 18,029 47,962 128,199 (80,237) 15,221 (95,458) 138,608 127,198 300,181 0.00 0.00
EX-27.3 42
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES WESTERN MASSACHUSETTS ELECTRIC COMPANY 2 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 799,372 103,426 73,733 213,606 0 1,190,137 26,812 150,911 97,045 274,768 21,000 20,000 334,742 47,400 0 0 14,700 0 29,269 2,965 445,293 1,190,137 421,337 4,927 389,319 395,314 26,023 2,953 30,044 26,122 3,922 5,305 (1,383) 16,494 24,094 68,512 0.00 0.00
EX-27.4 43
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 3 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 1,829,229 24,642 262,896 734,445 0 2,851,212 1 423,058 174,691 597,750 100,000 0 686,485 0 0 0 0 25,000 871,707 42,910 527,360 2,851,212 1,110,169 88,063 874,634 954,974 155,195 10,150 157,622 60,720 96,902 13,250 83,652 52,000 57,557 276,680 0.00 0.00
EX-27.5 44
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES NORTH ATLANTIC ENERGY CORPORATION 6 1,000 YEAR Dec-31-1996 Dec-31-1996 PER-BOOK 691,916 19,744 41,155 264,573 0 1,017,388 1 160,999 53,749 214,749 0 0 495,000 2,500 0 0 20,000 0 0 0 285,139 1,017,388 162,152 7,289 94,922 107,263 54,889 8,900 68,841 36,769 32,072 0 32,072 38,000 52,414 103,841 0.00 0.00
EX-27.6 45
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES HOLYOKE WATER POWER COMPANY AND SUBSIDIARY 4 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 56,633 3,479 19,054 3,784 0 82,950 2,400 6,000 11,492 19,892 0 0 38,300 0 0 0 0 0 0 0 24,758 82,950 36,847 (23) 37,155 36,828 19 951 666 1,438 (772) 0 (772) 0 1,473 2,586 0.00 0.00
EX-27.7 46
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES HOLYOKE POWER AND ELECTRIC COMPANY 11 1,000 YEAR DEC-31-1996 DEC-31-1996 PER-BOOK 480 0 2,596 48 0 3,124 485 0 (779) (294) 0 0 424 0 0 0 0 0 0 0 2,994 3,124 27,337 (32) 27,439 27,414 (77) (1) (71) 21 (92) 0 (92) 0 0 (36) 0.00 0.00
EX-99 47 Exhibit H Information included in Item 1, System Companies and Investments therein provides the relationship of all system companies. The following shows the relationship of the foreign utility companies: Northeast Utilities (Parent Company) . Charter Oak Energy, Inc. (100% owned by Northeast Utilities) COE (Gencoe) Corp. (49% owned by Charter Oak Energy, Inc.) COE (UK) Corp. (79.9% owned by Charter Oak Energy, Inc. and 20.1% owned by COE (Gencoe) Corp. Encoe Partners (50% owned by COE (UK) Corp.) COE Argentina II Corp. (100% owned by Charter Oak Energy, Inc.) Central Termica San Miguel de Tucuman, S.A., (33.3% owned by COE Argentina II Corp.) COE Ave Fenix Corporation (100% owned by Charter Oak Energy, Inc.) Ave Fenix, S.A., 83% owned by COE Ave Fenix Corp. COE Tejona Corporation (100% owned by Charter Oak Energy, Inc.) Plantas Eolicas, S.A. (100% owned by COE Tejona Corp.) -----END PRIVACY-ENHANCED MESSAGE-----