U-1

                                        







                                             FILE NO. 70-

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                              FORM U-1

     APPLICATION/DECLARATION TO IMPLEMENT A SHAREHOLDER RIGHTS
     PLAN AND ENTER INTO A RIGHTS AGREEMENT UNDER THE PUBLIC
               UTILITY HOLDING COMPANY ACT OF 1935

Northeast Utilities                     Northeast Utilities Service Company
174 Brush Hill Avenue                   107 Selden Street 
West Springfield, MA 01090-0010         Berlin, CT 06037

(Names of companies filing this statement and addresses of principal 
                         executive offices)

                         NORTHEAST UTILITIES
               (Name of top registered holding company)

                         Cheryl W. Grise
          Senior Vice President, Secretary and General Counsel
               Northeast Utilities Service Company
                         107 Selden Street
                         Berlin, CT 06037
               (Name and address of agent for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:


Jeffrey C. Miller, Esq.       David R. McHale 
Assistant General Counsel     Vice President and Treasurer 
Northeast Utilities           Northeast Utilities Service Company
Service Company               107 Selden Street 
107 Selden Street             Berlin, CT 06037
Berlin, CT 06037

William H. Cuddy, Esq.
Day, Berry & Howard LLP
CityPlace I
Hartford, CT 06103-3499



















ITEM 1
DESCRIPTION OF PROPOSED TRANSACTIONS

Introduction

     1.   Northeast Utilities (the "Company"), a public utility holding 
company registered under the Public Utility Holding Company Act of 1935, as 
amended ("the Act"), and Northeast Utilities Service Company ("NUSCO"), a 
service company subsidiary of the Company whose organization and conduct of 
business have been approved by the Commission, submit this 
application/declaration pursuant to Sections 6(a), 7, 9(a), 10 and  12(c) of 
the Act and Rule 42 thereunder with respect to (a) the implementation of a 
shareholder rights plan for the Company ("the Plan") which is embodied in a 
related Rights Agreement ("Agreement") between the Company and NUSCO, acting 
in its capacity as transfer agent and registrar of the Company's shares (the 
"Rights Agent"), which is an attachment to this filing, Exhibit B, and (b) 
permission to enter into the Agreement.  (The Company and NUSCO are referred 
to collectively as the "Applicants.")

The Plan

     2.   The Applicants seek the implementation of the Plan to allow the 
Company's Board of Trustees ("Board") (i) to negotiate with potential 
acquirers so that it may serve the best interests of the Company's 
shareholders and other constituencies, (ii) to help preserve the Board's 
bargaining power and to give the Board additional time to consider and pursue
alternatives, (iii) to deter market accumulators who seek to acquire control 
through a partial acquisition without paying a fair price for control or who 
simply want to put the Company "in play", and (iv) to reduce the potential 
risk of coercive, unfair offers for the Company (such as two-tier offers).

     3.   The Applicants seek authorization to implement the Plan and enter 
into the Agreement pursuant to which the Board would declare a dividend 
distribution consisting of one common share purchase right (a "Right") for 
each of the outstanding common shares, $5.00 par value, of the Company (the 
"Common Shares") to shareholders of record at the close of business on the 
fifth business day after the date of the approval of this Commission under 
the Act (the "Record Date").  All issuances of Common Shares after the Record
Date and prior to the Distribution Date, defined below, will have the same 
rights.  The Rights are to be issued pursuant to the Agreement which was 
approved by the Board on February 23, 1999.  Each Right has an exercise price 
of $ 65.00, subject to adjustment (the "Exercise Price").  The Exercise Price 
will reflect the possible long-term value of the Company's Common Shares over 
the life of the Rights.  The life of the Rights will be approximately 10 
years.  The description and terms of the Rights are set forth in the 
Agreement between the Company and the Rights Agent.  NUSCO will perform its 
services under the Agreement at cost, determined in accordance with Rule 91.  
The Agreement provides for its termination to the extent that performance 
conflicts with any rule, regulation or order of the Commission.

Distribution Date; Transfer of Rights
     
     4.   A Right is not exercisable until the occurrence of certain 
"triggering" events.  The date upon which such events take place is the 
Distribution Date.  The Distribution Date will not occur until the earlier of 
a certain time after (i) a person or affiliated group (the "Acquiring 
Person") has obtained beneficial ownership of 15% or more of the Company's 
Common Shares or (ii) the commencement of a tender or exchange offer which 
would result in beneficial ownership by any person or affiliated group of 15% 
or more of the Company's Common Shares.

     5.   Until a Right is exercisable, the Rights, as such, will not grant 
the holders thereof rights as shareholders of the Company.  Prior to the 
Distribution Date, the Rights are evidenced by the certificates for the 
underlying Common Shares.  Under the Agreement, until the Distribution Date, 
the Rights will be transferred with, and only with, the Company's Common 
Shares.  Following the Distribution Date, the Rights Agent will mail separate 
Right Certificates to the holders of record of the Common Shares as of the 
close of business on the Distribution Date and such separate Right 
Certificates alone will evidence the Rights.  The Rights can then be traded 
separately from the underlying Common Shares.  The Rights will terminate at 
the close of business on February 23, 2009 unless earlier redeemed or 
exchanged by the Company as described below.

Exercise of Rights for Common Shares of the Company
     
     6.   In the event that a person or group becomes an Acquiring Person, 
the other holders of Rights will have the right to receive upon their 
exercise that number of Common Shares (or, in certain circumstances cash, 
property or other securities of the Company or a reduction of the Exercise 
Price) having a market value of two times the Exercise Price.  Rights which 
are, were or subsequently become beneficially owned by the Acquiring Person 
and certain other related persons will become null and void.  

Exercise of Rights for Shares of the Acquiring Company
     
     7.   In the event that, at any time following the Distribution Date, (i) 
the Company is acquired in a merger or other business combination transaction 
in which the Company is not the surviving entity or in which the Company's 
Common Shares are changed into stock of another person or other property or 
(ii) the Company sells or transfers assets or earning power aggregating more 
than 50% of its present assets or earning power to another person, each Right 
will entitle the holder thereof (other than the Acquiring Person) to purchase 
that number of shares of the surviving company's stock which have at that 
time a market value of two times the Exercise Price.

Redemption and Exchange of Rights
     
     8.   At any time prior to the close of business on the tenth day after a 
person or group becomes an Acquiring Person, the Company may redeem the 
Rights in whole, but not in part, at a price of $.001 per Right (the 
"Redemption Price").  Immediately upon the action of the Board to redeem the 
Rights, the Company shall make announcement thereof, and upon such action, 
the right to exercise the Rights will terminate and the only right thereafter 
of the holders of Rights will be to receive the Redemption Price.
     
     9.   Any time after a person or group becomes an Acquiring Person and 
before such person owns 50% or more of the Common Shares, the Board has the 
option to exchange all or part of any Rights for Common Shares at a one-to-
one exchange ratio.  Rights held by the Acquiring Person may not participate 
in this exchange.  This provides other shareholders with an opportunity to 
increase their stock ownership without having to pay in cash the Exercise 
Price of their Rights.

Other Matters

     10.  Except in accordance with the Act, neither the Company nor any 
subsidiary thereof (a) has acquired an ownership interest in an exempt 
wholesale generator ("EWG") or a foreign utility company ("FUCO") as defined 
in Sections 32 and 33 of the Act, or (b) now is or as a consequence of the 
transactions proposed herein will become a party to, or has or will as a 
consequence of the transactions proposed herein have a right under, a 
service, sales, or construction contract with an EWG or a FUCO.  None of the 
proceeds from the transactions proposed herein will be used by the Company 
and its subsidiaries to acquire any securities of, or any interest in, an EWG 
or a FUCO.

     The Company and its subsidiaries are in compliance with Rule 53(a), (b), 
and (c), as demonstrated by the following determinations:

(i)  The Company's aggregate investment in EWGs and FUCOs (i.e., amounts 
invested in or committed to be invested in EWGs and FUCOs, for which 
there is recourse to the Company) does not exceed 50% of the Company and 
its subsidiaries' consolidated retained earnings as reported for the 
four most recent quarterly periods on the Company's Form 10-K and 10-Qs.  
At December 31, 1998, the ratio of such investment ($ 51 million) to 
such consolidated retained earnings ($606 million) was 8.5 percent.

(ii) Ave Fenix (the Company's only EWG or FUCO at this time) maintains 
books and records, and prepares financial statements in accordance with 
Rule 53(a)(2).  Furthermore, the Company has undertaken to provide the 
Commission access to such books and records and financial statements, as 
it may request.

(iii)No employees of the Company's public utility subsidiaries have 
rendered services to the EWGs/FUCOs.

(iv) The Company has submitted (a) a copy of each Form U-1 and Rule 24 
certificate that has been filed with the Commission under Rule 53 and 
(b) a copy of Item 9 of the Form U5S and Exhibits G and H thereof to 
each state regulator having jurisdiction over the retail rates of the 
Company's public utility subsidiaries.

(v)  Neither the Company nor any Company subsidiary has been the subject 
of a bankruptcy or similar proceeding unless a plan of reorganization 
has been confirmed in such proceeding.  In addition, although the 
Company's average consolidated retained earnings ("CREs") for the four 
most recent quarterly periods have decreased by 10% or more from the 
average for the previous four quarterly periods (at December 31, 1997, 
the Company's CREs were $ 733 million; at December 31, 1998 the 
Company's CREs were $606 million), the Company's aggregate investment in 
EWGs/FUCOs at such date ($51 million) did not exceed two percent of the 
Company's consolidated capital invested in utility operations ($125.7  
million).

(vi) In the previous fiscal year, the Company did not report operating 
losses attributable to its investment in EWGs/FUCOs, unless such losses 
did not exceed 3 percent of the Company's consolidated retained 
earnings.

ITEM 2
FEES, COMMISSIONS AND EXPENSES 
     
11.  The fees, commissions and expenses paid or incurred, or to be paid or 
incurred, directly or indirectly, in connection with the proposed transaction 
by the Company are as follows:

     Fees for outside counsel      $ 13,500*
     Fees for investment advisor   $ **
     Miscellaneous costs           $ 10,000*

*  Estimated
** No separable fee allocable to the Rights Plan is being charged. Such services
   are being provided by an advisor under an agreement for a broad array of
   shareholder relations services.

     12.  None of such fees, commission or expenses will be paid to any 
associate company or affiliate of the Applicants except for payments by the 
Company for financial and other services, including services rendered under 
the Agreement, to be performed at cost by NUSCO, an affiliated service 
company.

ITEM 3
APPLICABLE STATUTORY PROVISIONS

     13.  Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and Rule 42 
thereunder are or may be applicable to the proposed transaction.  To the 
extent any other sections of the Act or Rules thereunder may be applicable to 
the proposed transaction, the Applicants request appropriate orders 
thereunder.

ITEM 4
REGULATORY APPROVAL

     14.  No state or Federal regulatory approval, other than the approval of 
the Commission pursuant to this Application, is required to consummate the 
transactions described herein.

ITEM 5
PROCEDURE

     15.  The Applicants respectfully request the Commission's approval, 
pursuant to this Application/Declaration, of all transactions described 
herein, whether under the sections of the Act and Rules thereunder enumerated 
in Item 3 or otherwise.  It is further requested that the Commission issue an 
order authorizing the transactions proposed herein at the earliest 
practicable date but in any event not later than April 30, 1999.  
Additionally, the Applicants (i) request that there not be any recommended 
decision by a hearing officer or by any responsible officer of the 
Commission, (ii) consent to the Office of Public Utility Regulation within 
the Division of Investment Management assisting in the preparation of the 
Commission's decision, and (iii) waive the 30-day waiting period between the 
issuance of the Commission's order and the date on which it is to become 
effective, since it is desired that the Commission's order, when issued, 
become effective immediately.

ITEM 6
EXHIBITS AND FINANCIAL STATEMENTS 

(a)  Exhibits

     A.1  Example of Rights language on Common Share certificate (included in 
          Section 3(c) of Rights Agreement).

     A.2  Example of Rights language on Right Certificate (included in 
          Section 4(b) of Rights Agreement.  See also Exhibit A of Rights  
          Agreement).

     B.   Rights Agreement.

     C.   Not applicable.

     D.   Not applicable.

     E.   Not applicable.

     F.   Opinion of Counsel.

     G    Not Applicable.

     H.   Proposed form of Notice.

(b)  Financial Statements

Financial statements are not included because the proposed transactions will 
not have a material impact on the financial condition of either of the 
Applicants.

ITEM 7
INFORMATION AS TO ENVIRONMENTAL EFFECTS

(a)  The financial transactions described herein do not involve a major 
Federal action significantly affecting the quality of the human environment.

(b)  No Federal agency has prepared or is preparing an environmental impact 
statement with respect to the subject transactions.

                              SIGNATURES

     Pursuant to the requirement of the Public Utility Holding Company Act of 
1935, as amended, the undersigned companies have duly caused this statement 
to be signed on their behalf by the undersigned thereunto duly authorized.

Date:  March 4, 1999

NORTHEAST UTILITIES 
NORTHEAST UTILITIES SERVICE COMPANY
By/s/David R. McHale
Name:  David R. McHale
Title:   Vice President and Treasurer

     
INDEX TO EXHIBITS AND FINANCIAL STATEMENTS
FILED WITH FORM U-1 OF NORTHEAST UTILITIES

(a)  Exhibits


     A.1  Example of Rights language on Common Share certificate (included in 
          Section 3(c) of Rights Agreement).

     A.2  Example of Rights language on Right Certificate (included in 
          Section 4(b) of Rights Agreement.  See also Exhibit A of Rights 
          Agreement).

     B.   Rights Agreement.

     C.   Not applicable.

     D.   Not applicable.

     E.   Not applicable.

     F.   Opinion of Counsel.

     G.   Not applicable.

     H.   Proposed form of Notice.

(b)  Financial Statements

Financial statements are not included because the proposed transactions will 
not have a material impact on the financial condition of either of the 
Applicants.

EX-4.1

EXHIBIT A.1

     This certificate also evidences and entitles the holder hereof to 
certain rights as set forth in a Rights Agreement between Northeast 
Utilities and Northeast Utilities Service Company, dated as of February 
23, 1999, and as such agreement may be amended (the "Rights Agreement"), 
the terms of which are hereby incorporated herein by reference and a 
copy of which is on file at the principal executive offices of Northeast 
Utilities.  Under certain circumstances, as set forth in the Rights 
Agreement, such Rights will be evidenced by separate certificates and 
will no longer be evidenced by this certificate.  Northeast Utilities 
will mail to the holder of this certificate a copy of the Rights 
Agreement without charge after receipt of a written request therefor.  
Under certain circumstances set forth in the Rights Agreement, Rights 
issued to, or held by, an Acquiring Person or any Affiliate or Associate 
thereof (as such terms are defined in the Rights Agreement), whether 
held by such person or any subsequent holder, shall become null and 
void.

EX-4.2

EXHIBIT A.2

The Rights represented by this Right Certificate are or were 
beneficially owned by a Person who was or became an Acquiring Person or 
an Affiliate or an Associate of an Acquiring Person (as such terms are 
defined in the Rights Agreement).  Accordingly, this Right Certificate 
and the Rights represented may become null and void in the circumstances 
specified in Section 7(e) of the Rights Agreement.

EX-4.3

EXHIBIT B


NORTHEAST UTILITIES

and

NORTHEAST UTILITIES SERVICE COMPANY

Rights Agent


RIGHTS AGREEMENT

Dated as of February 23, 1999







TABLE OF CONTENTS


Section 1.     Certain Definitions 

Section 2.     Appointment of Rights Agent   

Section 3.     Issue of Right Certificates   

Section 4.     Form of Right Certificates    

Section 5.     Countersignature and Registration  

Section 6.     Transfer, Split Up, Combination and Exchange of Right      
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates 

Section 7.     Exercise of Rights; Purchase Price; Expiration Date of 
Rights    

Section 8.     Cancellation and Destruction of Right Certificates

Section 9.     Reservation and Availability of Common Shares     

Section 10.    Common Shares Record Date     

Section 11.    Adjustment of Purchase Price, Number of Shares or Number of 
Rights    

Section 12.    Certificate of Adjusted Purchase Price or Number of Shares

Section 13.    Consolidation, Merger, Share Exchange or Sale or Transfer of 
Assets or Earning Power

Section 14.    Fractional Rights and Fractional Shares

Section 15.    Rights of Action    

Section 16.    Agreement of Right Holders    

Section 17.    Right Certificate Holder Not Deemed a Shareowner  

Section 18.    Concerning the Rights Agent   

Section 19.    Merger or Consolidation or Change of Name of Rights Agent

Section 20.    Duties of Rights Agent   

Section 21.    Change of Rights Agent   

Section 22.    Issuance of New Right Certificates 

Section 23.    Redemption

Section 24.    Exchange  

Section 25.    Notice of Certain Events 

Section 26.    Notices   

Section 27.    Supplements and Amendments    

Section 28.    Successors     

Section 29.    Benefits of this Agreement    

Section 30.    Severability   

Section 31.    Governing Law

Section 32.    Counterparts   

Section 33.    Descriptive Headings     

Section 34.    Determinations and Actions by the Board of Trustees    


Exhibit A -    Form of Right Certificate

Exhibit B -    Summary of Rights to Purchase Common Shares


















RIGHTS AGREEMENT


     THIS AGREEMENT, dated as of February 23, 1999, between NORTHEAST 
UTILITIES, a Massachusetts voluntary association (the "Company"), and 
NORTHEAST UTILITIES SERVICE COMPANY, a Connecticut corporation (the "Rights 
Agent").

     WHEREAS, the Board of Trustees of the Company on February 23, 1999 
authorized and declared, subject to receipt of necessary approval from the 
Securities and Exchange Commission under the Public Utility Holding Company 
Act of 1935, a dividend of one common share purchase right (a "Right") for 
each Common Share (as hereinafter defined) of the Company outstanding upon 
the close of business on the fifth Business Day (as such term is hereinafter 
defined) after the date of such approval of  the Securities and Exchange 
Commission (the "Record Date"), payable on such date (the "Payment Date"), 
and has authorized and directed the issuance of one Right (as such number may 
hereinafter be adjusted pursuant to the provisions of this Agreement) with 
respect to each Common Share that shall become outstanding between the Record 
Date and the earliest of the Distribution Date, the Redemption Date and the 
Final Expiration Date (as such terms are hereinafter defined), each Right 
initially representing the right to purchase one Common Share upon the terms 
and subject to the conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:

     Section 1.     Certain Definitions.  For purposes of this Agreement, the 
following terms have the meanings indicated:

     (a)  "Acquiring Person" shall mean any Person (as such term is 
hereinafter defined) who or which, together with all Affiliates and 
Associates (as such terms are hereinafter defined) of such Person, shall be 
the Beneficial Owner (as such term is hereinafter defined) of 15% or more of 
the Common Shares of the Company then outstanding, but shall not include the 
Company, any Subsidiary (as such term is hereinafter defined) of the Company, 
any employee benefit plan of the Company or any Subsidiary of the Company, 
any entity holding Common Shares for or pursuant to the terms of any such 
plan, or any trustee, administrator or fiduciary of such a plan.  
Notwithstanding the foregoing, no Person shall become an "Acquiring Person" 
as a result of an acquisition of Common Shares by the Company which, by 
reducing the number of shares outstanding, increases the proportionate number 
of shares beneficially owned by such Person to 15% or more of the Common 
Shares of the Company then outstanding; provided, however, that if a Person 
would, but for the foregoing, become an Acquiring Person by reason of share 
purchases by the Company and shall, after such share purchases by the 
Company, become the Beneficial Owner of any additional Common Shares of the 
Company at any time that the Person is or thereby becomes the Beneficial 
Owner of 15% or more of the Common Shares of the Company then outstanding 
(other than Common Shares acquired solely as a result of corporate action of 
the Company not caused, directly or indirectly, by such Person), then such 
Person shall be deemed to be an "Acquiring Person".  Notwithstanding the 
foregoing, if the Board of Trustees of the Company determines in good faith 
that a Person who would otherwise be an "Acquiring Person", as defined 
pursuant to the foregoing provisions of this paragraph (a), has become such 
inadvertently, and such Person divests as promptly as practicable a 
sufficient number of Common Shares so that such Person would no longer be an 
"Acquiring Person," as defined pursuant to the foregoing provisions of this 
paragraph (a), then such Person shall not be deemed to be an "Acquiring 
Person" for any purposes of this Agreement.

     (b)  "Adjustment Shares" shall have the meaning set forth in Section 
11(a)(ii) hereof.

     (c)  "Affiliate" and "Associate" shall have the respective meanings 
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations 
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 
as in effect on the date of this Agreement.

     (d)  A Person shall be deemed the "Beneficial Owner" of and shall be 
deemed to "beneficially own" any securities:

     (i)  which such Person or any of such Person's Affiliates or Associates 
beneficially owns, directly or indirectly;

     (ii) which such Person or any of such Person's Affiliates or Associates 
has, directly or indirectly, (A) the right to acquire (whether such right is 
exercisable immediately or only after the passage of time or upon the 
occurrence of an event) pursuant to any written or oral agreement, 
arrangement or understanding (other than customary agreements with and 
between underwriters and selling group members with respect to a bona fide 
public offering of securities), or upon the exercise of conversion rights, 
exchange rights, rights (other than these Rights), warrants or options, or 
otherwise; provided, however, that a Person shall not be deemed the 
Beneficial Owner of, or to beneficially own, securities tendered pursuant to 
a tender or exchange offer made by or on behalf of such Person or any of such 
Person's Affiliates or Associates until such tendered securities are accepted 
for purchase or exchange; or (B) the right to vote pursuant to any agreement, 
arrangement or understanding; provided, however, that a Person shall not be 
deemed the Beneficial Owner of, or to beneficially own, any security if the 
agreement, arrangement or understanding to vote such security (1) arises 
solely from a revocable proxy or consent given to such Person in response to 
a public proxy or consent solicitation made pursuant to, and in accordance 
with, the applicable rules and regulations of the Exchange Act and (2) is not 
also then reportable on Schedule 13D under the Exchange Act (or any 
comparable or successor report); or 

     (iii)     which are beneficially owned, directly or indirectly, by any 
other Person with which such Person or any of such Person's Affiliates or 
Associates has any agreement, arrangement or understanding (other than 
customary agreements with and between underwriters and selling group members 
with respect to a bona fide public offering of securities) for the purpose 
of, or with respect to, acquiring, holding, voting (except to the extent 
contemplated by the proviso to Section 1(c)(ii)(B)) or disposing of any 
securities of the Company.

     Notwithstanding anything in this definition of Beneficial Ownership to 
the contrary, the phrase "then outstanding," when used with reference to a 
Person's Beneficial Ownership of securities of the Company, shall mean the 
number of such securities then issued and outstanding together with the 
number of such securities not then actually issued and outstanding which such 
Person would be deemed to own beneficially hereunder.

     (e)  "Business Day" shall mean any day other than a Saturday, a Sunday 
or a day on which banking institutions in the State of Connecticut are 
authorized or obligated by law or executive order to close.

     (f)  "Close of business" on any given date shall mean 5:00 P.M., 
Hartford, Connecticut time, on such date; provided, however, that if such 
date is not a Business Day it shall mean 5:00 P.M., Hartford, Connecticut 
time, on the next succeeding Business Day.

     (g)  "Common Shares" when used with reference to the Company shall mean 
the common shares, $5.00 par value, of the Company, or shares having 
equivalent rights, privileges and preferences to common shares.  "Common 
Shares" when used with reference to any Person other than the Company shall 
mean the capital stock (or equivalent equity interest) with the greatest 
voting power of such other Person or, if such other Person is a Subsidiary of 
another Person, the Person or Persons which ultimately control such first-
mentioned Person.

     (h)  "Common stock equivalents" shall have the meaning set forth in 
Section 11(a)(iii) hereof.

     (i)  "Current per share market price" shall have the meaning set forth 
in Section 11(d) hereof.

     (j)  "Current Value" shall have the meaning set forth in Section 
11(a)(iii) hereof.

     (k)  "Distribution Date" shall have the meaning set forth in Section 
3(a) hereof.

     (l)  "Exchange Act" shall have the meaning set forth in Section 1(b) 
hereof.

     (m)  "Exchange Ratio" shall have the meaning set forth in Section 24(a) 
hereof.

     (n)  "Final Expiration Date" shall have the meaning set forth in Section 
7 hereof.

     (o)  "NASDAQ" shall have the meaning set forth in Section 11(d) hereof.
     
     (p)  "Person" shall mean any individual, firm, corporation, partnership, 
limited liability company or other entity, and shall include any successor 
(by merger or otherwise) of such entity.

     (q)  "Principal Party" shall have the meaning set forth in Section 13(b) 
hereof.

     (r)  "Purchase Price" shall have the meaning set forth in Section 7(b) 
hereof.

     (s)  "Redemption Date" shall have the meaning set forth in Section 7 
hereof.

     (t)  "Right Certificate" shall have the meaning set forth in Section 
3(a) hereof.

     (u)  "Section 11(a)(ii) Event" shall have the meaning set forth in 
Section 11(a)(ii) hereof.

     (v)  "Section 11(a)(ii) Trigger Date" shall have the meaning set forth 
in Section 11(a)(iii) hereof.

     (w)  "Section 13 Event" shall have the meaning set forth in Section 
13(a) hereof.

     (x)  "Securities Act" shall mean the Securities Act of 1933, as amended.
     
     (y)  "Shares Acquisition Date" shall mean the first date of public 
announcement (which, for purposes of this definition, shall include, without 
limitation, a report filed or amended pursuant to Section 13(d) under the 
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person 
has become an Acquiring Person.

     (z)  "Spread" shall have the meaning set forth in Section 11(a)(iii) 
hereof.

     (aa) "Subsidiary" of any Person shall mean any corporation or other 
entity of which a majority of the voting power of the voting equity 
securities or a majority of the equity interest is owned, directly or 
indirectly, by such Person.  

     (bb) "Substitution Period" shall have the meaning set forth in Section 
11(a)(iii) hereof.

     (cc) "Summary of Rights" shall have the meaning set forth in Section 
3(b) hereof.

     (dd) "Trading Day" shall have the meaning set forth in Section 11(d) 
hereof.

     Section 2.     Appointment of Rights Agent.  The Company hereby appoints 
the Rights Agent to act as agent for the Company and the holders of the 
Rights (who, in accordance with Section 3 hereof, shall prior to the 
Distribution Date also be the holders of the Common Shares of the Company) in 
accordance with the terms and conditions hereof, and the Rights Agent hereby 
accepts such appointment.  The Company may from time to time appoint such co-
Rights Agents as it may deem necessary or desirable.

     Section 3.     Issue of Right Certificates.

     (a)  Until the earlier of (i) the tenth day after the Shares Acquisition 
Date or (ii) the tenth Business Day (or such later date as may be determined 
by action of the Company's Board of Trustees prior to such time as any Person 
becomes an Acquiring Person) after the date of the commencement of, or of the 
first public announcement of the intention of any Person to commence, a 
tender or exchange offer the consummation of which would result in any Person 
(other than the Company, any Subsidiary of the Company, any employee benefit 
plan of the Company or of any Subsidiary of the Company, any entity holding 
Common Shares for or pursuant to the terms of any such plan, or any trustee, 
administrator, or fiduciary of such a plan) becoming the Beneficial Owner of 
Common Shares of the Company aggregating 15% or more of the then outstanding 
Common Shares (including in either case any such date which is after the date 
of this Agreement and prior to the Payment Date; the earlier of such dates 
being herein referred to as the "Distribution Date"; provided, however, that 
if the tenth day or tenth Business Day, as the case may be, after the 
pertinent date occurs before the Record Date, "Distribution Date" shall mean 
the Record Date), (x) the Rights will be evidenced (subject to the provisions 
of Section 3(b) hereof) by the certificates for Common Shares registered in 
the names of the holders thereof (which certificates shall also be deemed to 
be Right Certificates) and not by separate Right Certificates, and (y) the 
right to receive Right Certificates will be transferable only in connection 
with the transfer of Common Shares.  As soon as practicable after the 
Distribution Date, the Company will prepare and execute, the Rights Agent 
will countersign, and the Company will send or cause to be sent (and the 
Rights Agent will, if requested, send) by first-class, insured, postage-
prepaid mail, to each record holder of Common Shares as of the close of 
business on the Distribution Date, at the address of such holder shown on the 
records of the Company, a Right Certificate, in substantially the form of 
Exhibit A hereto (a "Right Certificate"), evidencing one Right for each 
Common Share so held.  As of the Distribution Date, the Rights will be 
evidenced solely by such Right Certificates.

     (b)  On the Payment Date, or as soon as practicable thereafter, the 
Company will send a copy of a Summary of Rights to Purchase Common Shares, in 
substantially the form of Exhibit B hereto (the "Summary of Rights"), by 
first-class, postage-prepaid mail, to each record holder of Common Shares as 
of the close of business on the Record Date, at the address of such holder 
shown on the records of the Company.  With respect to certificates for Common 
Shares outstanding as of the Record Date, until the Distribution Date, the 
Rights will be evidenced by such certificates registered in the names of the 
holders thereof.  Until the Distribution Date (or the earlier of the 
Redemption Date or Final Expiration Date), the surrender for transfer of any 
certificate for Common Shares outstanding on the Record Date, with or without 
a copy of the Summary of Rights attached thereto, shall also constitute the 
transfer of the Rights associated with the Common Shares represented thereby.

     (c)  Certificates for Common Shares which become outstanding (including, 
without limitation, certificates for reacquired Common Shares referred to in 
the last sentence of this paragraph (c) and certificates issued on the 
transfer of Common Shares) after the Record Date but prior to the earliest of 
the Distribution Date, the Redemption Date or the Final Expiration Date shall 
have impressed on, printed on, written on or otherwise affixed to them a 
legend in substantially the following form:

     This certificate also evidences and entitles the holder hereof to 
certain rights as set forth in a Rights Agreement between Northeast Utilities 
and Northeast Utilities Service Company, dated as of February 23, 1999, and 
as such agreement may be amended (the "Rights Agreement"), the terms of which 
are hereby incorporated herein by reference and a copy of which is on file at 
the principal executive offices of Northeast Utilities.  Under certain 
circumstances, as set forth in the Rights Agreement, such Rights will be 
evidenced by separate certificates and will no longer be evidenced by this 
certificate.  Northeast Utilities will mail to the holder of this certificate 
a copy of the Rights Agreement without charge after receipt of a written 
request therefor.  Under certain circumstances set forth in the Rights 
Agreement, Rights issued to, or held by, an Acquiring Person or any Affiliate 
or Associate thereof (as such terms are defined in the Rights Agreement), 
whether held by such person or any subsequent holder, shall become null and 
void.

After the due execution of any supplement or amendment to this Agreement in 
accordance with the terms hereof, the reference to this Agreement in the 
foregoing legend shall mean the Agreement as so supplemented or amended.  
With respect to such certificates containing the foregoing legend, until the 
Distribution Date, the Rights associated with the Common Shares represented 
by such certificates shall be evidenced by such certificates alone, and the 
surrender for transfer of any such certificate shall also constitute the 
transfer of the Rights associated with the Common Shares represented thereby. 

In the event that the Company purchases or acquires any Common Shares after 
the Record Date but prior to the Distribution Date, any Rights associated 
with such Common Shares shall be deemed canceled and retired so that the 
Company shall not be entitled to exercise any Rights associated with the 
Common Shares which are no longer outstanding.  The failure to print the 
foregoing legend on any such Common Share certificate or any other defect 
therein shall not affect in any manner whatsoever the application or 
interpretation of the provisions of Section 7(e) hereof.

     Section 4.     Form of Right Certificates.

     (a)  The Right Certificates (and the forms of election to purchase 
Common Shares and of assignment to be printed on the reverse thereof) shall 
be substantially the same as Exhibit A hereto and may have such marks of 
identification or designation and such legends, summaries or endorsements 
printed thereon as the Company may deem appropriate and as are not 
inconsistent with the provisions of this Agreement, or as may be required to 
comply with any applicable law or with any rule or regulation made pursuant 
thereto or with any rule or regulation of any stock exchange on which the 
Rights may from time to time be listed, or to conform to usage.  Subject to 
the provisions of Section 22 hereof, the Right Certificates shall entitle the 
holders thereof to purchase such number of Common Shares as shall be set 
forth therein at the price per Common Share set forth therein (the "Purchase 
Price"), but the amount and type of securities purchasable upon exercise of 
each Right and the Purchase Price shall be subject to adjustment as provided 
herein.

     (b)  Notwithstanding any other provision of this Agreement, (i) any 
Right Certificate issued pursuant to Section 3(a) or Section 22 hereof that 
represents Rights beneficially owned by:  (x) an Acquiring Person or any 
Associate or Affiliate thereof, (y) a transferee of an Acquiring Person (or 
of any such Associate or Affiliate) who becomes a transferee after the 
Acquiring Person became such, or (z) a transferee of an Acquiring Person (or 
of any such Associate or Affiliate) who becomes a transferee prior to or 
concurrently with the Acquiring Person becoming such and receives such Rights 
pursuant to either (A) a transfer (whether or not for consideration) from the 
Acquiring Person to holders of equity interests in such Acquiring Person or 
to any Person with whom such Acquiring Person has any continuing agreement, 
arrangement or understanding (whether or not in writing) regarding the 
transferred Rights or (B) a transfer which the Board of Trustees of the 
Company has determined is part of a plan, arrangement or understanding 
(whether or not in writing) which has as a primary purpose or effect the 
avoidance of Section 7(e) hereof, (ii) any Right Certificate issued at any 
time to any nominee of such Acquiring Person, Associate or Affiliate, and 
(iii) any Right Certificate issued pursuant to Section 6 or Section 11 
hereof, upon transfer, exchange, replacement or adjustment of any other Right 
Certificate referred to in this sentence, shall contain (to the extent 
feasible following the written instruction of the Company to the Rights 
Agent) the following legend, modified as applicable to apply to such Person:  

The Rights represented by this Right Certificate are or were beneficially 
owned by a Person who was or became an Acquiring Person or an Affiliate or an 
Associate of an Acquiring Person (as such terms are defined in the Rights 
Agreement).  Accordingly, this Right Certificate and the Rights represented 
may become null and void in the circumstances specified in Section 7(e) of 
the Rights Agreement.

     Section 5.     Countersignature and Registration.

     (a)  The Right Certificates shall be executed on behalf of the Company 
by its Chairman of the Board, Chief Executive Officer, President or any Vice 
President either manually or by facsimile signature, shall have affixed 
thereto the Company's seal or a facsimile thereof, and shall be attested by 
the Treasurer, an Assistant Treasurer, the Corporate Secretary or an 
Assistant Corporate Secretary of the Company, either manually or by facsimile 
signature.  The Right Certificates shall be manually countersigned by the 
Rights Agent and shall not be valid for any purpose unless countersigned.  In 
case any officer of the Company who shall have signed any of the Right 
Certificates shall cease to be such officer of the Company before 
countersignature by the Rights Agent and issuance and delivery by the 
Company, such Right Certificates, nevertheless, may be countersigned by the 
Rights Agent and issued and delivered by the Company with the same force and 
effect as though the person who signed such Right Certificates had not ceased 
to be such officer of the Company; and any Right Certificate may be signed on 
behalf of the Company by any person who, at the actual date of the execution 
of such Right Certificate, shall be a proper officer of the Company to sign 
such Right Certificate, although at the date of the execution of this Rights 
Agreement any such person was not such an officer.

     In case any authorized signatory of the Rights Agent who shall have 
countersigned any of the Right Certificates shall cease to be such signatory 
before delivery by the Company, such Right Certificates, nevertheless, may be 
issued and delivered by the Company with the same force and effect as though 
the person who countersigned such Right Certificates had not ceased to be 
such signatory; and any Right Certificate may be countersigned on behalf of 
the Rights Agent by any person who, at the actual date of the 
countersignature of such Right Certificate, shall be a proper signatory of 
the Rights Agent to countersign such Right Certificate, although at the date 
of the execution of this Rights Agreement any such person was not such a 
signatory.

     (b)  Following the Distribution Date, the Rights Agent will keep or 
cause to be kept, at its principal office, books for registration and 
transfer of the Right Certificates issued hereunder.  Such books shall show 
the names and addresses of the respective holders of the Right Certificates, 
the number of Rights evidenced on its face by each of the Right Certificates 
and the date of each of the Right Certificates.

     Section 6.     Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.

     (a)  Subject to the provisions of Section 14 hereof, at any time after 
the close of business on the Distribution Date, and at or prior to the close 
of business on the earlier of the Redemption Date or the Final Expiration 
Date, any Right Certificate or Right Certificates (other than Right 
Certificates representing Rights that have become void pursuant to Section 
7(e) hereof or that have been exchanged pursuant to Section 24 hereof) may be 
transferred, split up, combined or exchanged for another Right Certificate or 
Right Certificates, entitling the registered holder to purchase a like number 
of Common Shares as the Right Certificate or Right Certificates surrendered 
then entitled such holder to purchase.  Any registered holder desiring to 
transfer, split up, combine or exchange any Right Certificate or Right 
Certificates shall make such request in writing delivered to the Rights 
Agent, and shall surrender the Right Certificate or Right Certificates to be 
transferred, split up, combined or exchanged at the principal office of the 
Rights Agent.  Thereupon the Rights Agent shall countersign and deliver to 
the person entitled thereto a Right Certificate or Right Certificates, as the 
case may be, as so requested.  The Company may require payment of a sum 
sufficient to cover any tax or governmental charge that may be imposed in 
connection with any transfer, split up, combination or exchange of Right 
Certificates.

     (b)  Upon receipt by the Company and the Rights Agent of evidence 
reasonably satisfactory to them of the loss, theft, destruction or mutilation 
of a Right Certificate and, in case of loss, theft or destruction, of 
indemnity or security reasonably satisfactory to them, and, at the Company's 
request, reimbursement to the Company and the Rights Agent of all reasonable 
expenses incidental thereto, and upon surrender to the Rights Agent and 
cancellation of the Right Certificate if mutilated, the Company will make and 
deliver a new Right Certificate of like tenor to the Rights Agent for 
delivery to the registered holder in lieu of the Right Certificate so lost, 
stolen, destroyed or mutilated.

     Section 7.     Exercise of Rights; Purchase Price; Expiration Date of 
Rights.

     (a)  Subject to Section 7(e) hereof, each Right shall be exercisable to 
purchase one Common Share, subject to further adjustment as provided herein.  
The registered holder of any Right Certificate may exercise the Rights 
evidenced thereby (except as otherwise provided herein) in whole or in part 
at any time after the Distribution Date upon surrender of the Right 
Certificate, with the form of election to purchase on the reverse side 
thereof duly executed, to the Rights Agent at the principal office of the 
Rights Agent, together with payment of the Purchase Price for each Common 
Share as to which the Rights are exercised, at or prior to the earliest of 
(i) the close of business on February 23, 2009, subject to extension (the 
"Final Expiration Date"), (ii) the time at which the Rights are redeemed as 
provided in Section 23 hereof (the "Redemption Date"), and (iii) the time at 
which such Rights are exchanged as provided in Section 24 hereof.

     (b)  The Purchase Price for each Common Share pursuant to the exercise 
of Rights shall initially be $65.00, shall be subject to adjustment from time 
to time as provided in Sections 11 and 13 hereof and shall be payable in 
lawful money of the United States of America in accordance with paragraph (c) 
below.

     (c)  Upon receipt of a Right Certificate representing exercisable 
Rights, with the form of election to purchase duly executed, accompanied by 
payment of the Purchase Price for the Common Shares to be purchased and an 
amount equal to any applicable transfer tax required to be paid by the holder 
of such Right Certificate in accordance with Section 9 hereof, as set forth 
below, the Rights Agent shall thereupon promptly (i) requisition from any 
transfer agent of the Common Shares certificates for the number of Common 
Shares to be purchased and the Company hereby irrevocably authorizes its 
transfer agent to comply with all such requests, (ii) when appropriate, 
requisition from the Company the amount of cash to be paid in lieu of 
issuance of fractional Common Shares in accordance with Section 14 hereof, 
(iii) after receipt of such certificates, cause the same to be delivered to 
or upon the order of the registered holder of such Right Certificate, 
registered in such name or names as may be designated by such holder and (iv) 
when appropriate, after receipt, deliver such cash to or upon the order of 
the registered holder of such Right Certificate.  The payment of the Purchase 
Price (as such amount may be reduced pursuant to Section 11(a)(iii) hereof) 
shall be made by certified check, cashier's check, bank draft or money order 
payable to the order of the Company, except that, if so provided by the Board 
of Trustees of the Company, the payment of the Purchase Price following the 
occurrence of a Section 11(a)(ii) Event (as hereinafter defined) and until 
the first occurrence of a Section 13 Event (as hereinafter defined) may be 
made wholly or in part by delivery of a certificate or certificates (with 
appropriate stock powers executed in blank attached thereto) evidencing a 
number of Common Shares of the Company equal to the then Purchase Price 
divided by the closing price (as determined pursuant to Section 11(d) hereof) 
per Common Share on the Trading Day (as such term is hereinafter defined) 
immediately preceding the date of such exercise.  If the Company is obligated 
to issue other securities of the Company, pay cash and/or distribute other 
property pursuant to Section 11(a) hereof, the Company will make all 
arrangements necessary so that such other securities, cash and/or other 
property are available for distribution by the Rights Agent, if and when 
appropriate.

     (d)  In case the registered holder of any Right Certificate shall 
exercise less than all the Rights evidenced thereby, a new Right Certificate 
evidencing Rights equivalent to the Rights remaining unexercised shall be 
issued by the Rights Agent to the registered holder of such Right Certificate 
or to his duly authorized assigns, subject to the provisions of Section 14 
hereof.

     (e)  Notwithstanding anything in this Agreement to the contrary, from 
and after the first occurrence of a Section 11(a)(ii) Event, any Rights 
beneficially owned by (i) an Acquiring Person or any Associate or Affiliate 
of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any 
such Associate or Affiliate) who becomes a transferee after the Acquiring 
Person became such, or (iii) a transferee of an Acquiring Person (or of any 
such Associate or Affiliate) who becomes a transferee prior to or 
concurrently with the Acquiring Person become such and receives such Rights 
pursuant to either (A) a transfer (whether or not for consideration) from the 
Acquiring Person to holders of equity interests in such Acquiring Person or 
to any Person with whom the Acquiring Person has any continuing agreement, 
arrangement or understanding (whether or not in writing) regarding the 
transferred Rights or (B) a transfer which the Board of Trustees of the 
Company has determined is a part of a plan, arrangement or understanding 
(whether or not in writing) which has as a primary purpose or effect the 
avoidance of this Section 7(e), shall become null and void without any 
further action and no holder of such Rights shall have any rights whatsoever 
with respect to such Rights, whether under any provision of this Agreement or 
otherwise.  The Company shall use all reasonable efforts to insure that the 
provisions of this Section 7(e) and Section 4(b) hereof are complied with, 
but shall have no liability to any holder of Right Certificates or other 
Person as a result of its failure to make any determinations with respect to 
an Acquiring Person or its Affiliates, Associates or transferees hereunder.

     (f)  Notwithstanding anything in this Agreement to the contrary, neither 
the Rights Agent nor the Company shall be obligated to take any action with 
respect to a registered holder of a Right Certificate upon the occurrence of 
any purported transfer, assignment or exercise as set forth in this Section 7 
unless such registered holder shall have (i) completed and signed the 
certification following the form of assignment or election to purchase set 
forth on the reverse of the Right Certificate surrendered for such transfer, 
assignment or exercise, and (ii) provided such additional evidence of the 
identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates 
or Associates thereof or of the holder, or of any other Person with which 
such holder or any of such holder's Affiliates or Associates has any 
agreement, arrangement or understanding (whether or not in writing) for the 
purpose of acquiring, holding, voting or disposing of any securities of the 
Company, as the Company shall reasonably request.

     Section 8.     Cancellation and Destruction of Right Certificates.  All 
Right Certificates surrendered for the purpose of exercise, transfer, split 
up, combination or exchange shall, if surrendered to the Company or to any of 
its agents, be delivered to the Rights Agent for cancellation or in canceled 
form, or if surrendered to the Rights Agent, shall be canceled by it, and no 
Right Certificates shall be issued in lieu thereof except as expressly 
permitted by any of the provisions of this Rights Agreement.  The Company 
shall deliver to the Rights Agent for cancellation and retirement, and the 
Rights Agent shall so cancel and retire, any other Right Certificate 
purchased or acquired by the Company otherwise than upon the exercise 
thereof.  The Rights Agent shall deliver all canceled Right Certificates to 
the Company or shall, at the written request of the Company, destroy such 
canceled Right Certificates, and in such case shall deliver a certificate of 
destruction thereof to the Company.

     Section 9.     Reservation and Availability of Common Shares.  

     (a)  The Company may, but is not required to, cause to be reserved and 
kept available out of its authorized and unissued Common Shares or any 
authorized and issued Common Shares held in its treasury, the number of 
Common Shares that will be sufficient to permit the exercise in full of all 
outstanding Rights in accordance with Section 7.

     (b)  So long as the Common Shares issuable upon the exercise of Rights 
may be listed on any national securities exchange, the Company shall use its 
best efforts to cause, from and after such time as the Rights become 
exercisable, all Common Shares reserved for such issuance to be listed on 
such exchange upon official notice of issuance upon such exercise.

     (c)  The Company shall use its best efforts (X) (i) to file, as soon as 
practicable following the first occurrence of a Section 11(a)(ii) Event, or 
as soon as required by law, as the case may be, a registration statement 
under the Securities Act of 1933, as amended (the "Securities Act"), with 
respect to the securities purchasable upon exercise of the Rights on an 
appropriate form, (ii) to cause such registration statement to become 
effective as soon as practicable after such filing, and (iii) to cause such 
registration statement to remain effective (with a prospectus at all times 
meeting the requirements of the Securities Act) until the earlier of (A) the 
date as of which the Rights are no longer exercisable for such securities, 
and (B) the Expiration Date and (Y) (i) to file appropriate applications with 
any state or federal regulatory bodies having jurisdiction over the issuance 
of the securities (or assets) purchasable upon exercise of the Rights in 
order to obtain any approvals or orders of such bodies as may be legally 
required, (ii) to cause such approvals to be obtained or orders to be issued 
as soon as practicable after such filing and (iii) to cause such approvals or 
orders to remain effective until the earlier of (A) the date as of which the 
Rights are no longer exercisable for such securities (or assets), and (B) the 
Expiration Date, to the extent not previously obtained.  The Company will 
also take such action as may be appropriate under the blue sky laws of the 
various states.  The Company may temporarily suspend (X) for a period of time 
not to exceed ninety (90) days after the date set forth in clause (X) (i) of 
the first sentence of this Section 9(c), the exercisability of the Rights in 
order to prepare and file such registration statement and permit it to become 
effective, and (Y) for a period of time not in excess of 180 days after such 
date (or for such longer period as is required by any applicable law, rule or 
regulation of any appropriate regulatory bodies), the exercisability of the 
Rights in order to obtain any such required regulatory body approvals or 
orders.  Upon any such suspension, the Company shall issue a public 
announcement and shall give simultaneous written notice to the Rights Agent 
stating that the exercisability of the Rights has been temporarily suspended, 
as well as a public announcement and notice to the Rights Agent at such time 
as the suspension is no longer in effect.  Notwithstanding any provision of 
this Agreement to the contrary, the Rights shall not be exercisable in any 
jurisdiction unless the requisite qualifications in such jurisdiction shall 
have been obtained.

     (d)  The Company covenants and agrees that it will take all such action 
as may be necessary to ensure that all Common Shares delivered upon exercise 
of Rights shall, at the time of delivery of the certificates for such shares 
(subject to payment of the Purchase Price), be duly and validly authorized 
and issued and fully paid and nonassessable shares (except as otherwise 
provided by any law applicable to the Company).

     (e)  The Company further covenants and agrees that it will pay when due 
and payable any and all federal and state transfer taxes and charges which 
may be payable in respect of the issuance or delivery of the Right 
Certificates or of any Common Shares upon the exercise of Rights.  The 
Company shall not, however, be required to pay any transfer tax which may be 
payable in respect of any transfer or delivery of Right Certificates to a 
person other than, or the issuance or delivery of certificates for the Common 
Shares in a name other than that of, the registered holder of the Right 
Certificate evidencing Rights surrendered for exercise or to issue or to 
deliver any certificates for Common Shares upon the exercise of any Rights 
until any such tax shall have been paid (any such tax being payable by the 
holder of such Right Certificate at the time of surrender) or until it has 
been established to the Company's reasonable satisfaction that no such tax is 
due.

     Section 10.    Common Shares Record Date.  Each person in whose name any 
certificate for Common Shares is issued upon the exercise of Rights shall for 
all purposes be deemed to have become the holder of record of the Common 
Shares represented thereby on, and such certificate shall be dated, the date 
upon which the Right Certificate evidencing such Rights was duly surrendered 
and payment of the Purchase Price (and any applicable transfer taxes) was 
made; provided, however, that if the date of such surrender and payment is a 
date upon which the Common Shares transfer books of the Company are closed, 
such person shall be deemed to have become the record holder of such shares 
on, and such certificate shall be dated, the next succeeding Business Day on 
which the Common Shares transfer books of the Company are open.  Prior to the 
exercise of the Rights evidenced thereby, the holder of a Right Certificate 
shall not be entitled to any rights of a shareholder of the Company with 
respect to Common Shares for which the Rights shall be exercisable, 
including, without limitation, the right to vote, to receive dividends or 
other distributions or to exercise any preemptive rights, and shall not be 
entitled to receive any notice of any proceedings of the Company, except as 
provided herein.

     Section 11.    Adjustment of Purchase Price, Number of Shares or Number 
of Rights.  The Purchase Price, the number of Common Shares covered by each 
Right and the number of Rights outstanding are subject to adjustment from 
time to time as provided in this Section 11.

     (a)  (i)  In the event the Company shall at any time after the date of 
this Agreement (A) declare a dividend on the Common Shares payable in Common 
Shares, (B) subdivide the outstanding Common Shares, (C) combine the 
outstanding Common Shares into a smaller number of Common Shares or (D) issue 
any shares of its capital stock in a reclassification of the Common Shares 
(including any such reclassification in connection with a consolidation or 
merger in which the Company is the continuing or surviving corporation), 
except as otherwise provided in this Section 11(a), the Purchase Price in 
effect at the time of the record date for such dividend or of the effective 
date of such subdivision, combination or reclassification, and the number and 
kind of shares of capital stock issuable on such date, shall be 
proportionately adjusted so that the holder of any Right exercised after such 
time shall be entitled to receive the aggregate number and kind of shares of 
capital stock which, if such Right had been exercised immediately prior to 
such date and at a time when the Common Shares transfer books of the Company 
were open, such holder would have owned upon such exercise and been entitled 
to receive by virtue of such dividend, subdivision, combination or 
reclassification; provided, however, that in no event shall the consideration 
to be paid upon the exercise of one Right be less than the aggregate par 
value of the shares of capital stock of the Company issuable upon exercise of 
one Right.  If an event occurs which would require an adjustment under both 
Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this 
Section 11(a)(i) shall be in addition to, and shall be made prior to, any 
adjustment required pursuant to Section 11(a)(ii).

          (ii) Subject to Section 24 of this Agreement, in the event any 
Person shall become an Acquiring Person (a "Section 11(a)(ii) Event"), other 
than pursuant to any transaction set forth in Section 13(a), each holder of a 
Right, except as provided in Section 7(e) hereof, shall thereafter have a 
right to receive, upon exercise thereof at a price equal to the then current 
Purchase Price per Common Share multiplied by the number of Common Shares for 
which a Right is then exercisable, in accordance with the terms of this 
Agreement, such number of Common Shares of the Company as shall equal the 
result obtained by (x) multiplying the then current Purchase Price per Common 
Share by the number of Common Shares for which a Right is then exercisable 
and dividing that product by (y) 50% of the then current per share market 
price of the Common Shares of the Company (determined pursuant to Section 
11(d)) on the date the Person became an Acquiring Person (such number of 
shares, the "Adjustment Shares") provided that the Purchase Price and the 
number of Adjustment Shares shall be further adjusted as provided in this 
Agreement to reflect any events occurring after the date of such first 
occurrence.

          (iii)     In the event that there shall not be sufficient Common 
Shares of the Company issued but not outstanding or authorized but unissued 
(and not reserved for issuance for purposes other than upon exercise of the 
Rights) to permit the exercise in full of the Rights in accordance with the 
foregoing subparagraph (ii), the Company shall:  (A) determine the excess of 
(1) the value of the Adjustment Shares issuable upon the exercise of a Right 
(the "Current Value") over (2) the Purchase Price payable with respect to 
such Right (such excess, the "Spread"), and (B) with respect to each Right, 
make adequate provision to substitute for the Adjustment Shares, upon payment 
of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase 
Price, (3) Common Shares or other equity securities of the Company 
(including, without limitation, shares, or units of shares, of preferred 
stock, if any, which the Board of Trustees of the Company has deemed to have 
the same value as Common Shares (such shares of preferred stock, hereinafter 
referred to as "common stock equivalents")), (4) debt securities of the 
Company, (5) other assets or (6) any combination of the foregoing, having an 
aggregate value equal to the Current Value, where such aggregate value has 
been determined by the Board of Trustees of the Company based upon the advice 
of a nationally recognized investment banking firm selected by the Board of 
Trustees of the Company; provided, however, if the Company shall not have 
made adequate provision to substitute for the Adjustment Shares pursuant to 
clause (B) above within thirty (30) days following the date of the occurrence 
of a Section 11(a)(ii) Event (the "Section 11(a)(ii) Trigger Date"), then the 
Company shall be obligated to deliver, upon the surrender for exercise of a 
Right and without requiring payment of any portion of the Purchase Price, 
Common Shares (to the extent available) and then, if necessary, cash, which 
shares and/or cash have an aggregate value equal to the Spread.  If the Board 
of Trustees of the Company shall determine in good faith that it is likely 
that sufficient additional Common Shares might be authorized for issuance for 
exercise in full of the Rights, the thirty (30) day period set forth above 
may be extended to the extent necessary, but not more than ninety (90) days 
after the Section 11(a)(ii) Trigger Date, in order that the Company may seek 
shareowner approval for the authorization of such additional shares (such 
period, as it may be extended, the "Substitution Period").  To the extent 
that the Company determines that some action need be taken pursuant to the 
first and/or second sentences of this Section 11(a)(iii), the Company (x) 
shall provide, subject to the last paragraph of Section 11(a)(ii) hereof, 
that such action shall apply uniformly to all outstanding Rights and (y) may 
suspend the exercisability of the Rights until the expiration of the 
Substitution Period to seek any authorization of additional Common Shares 
and/or to decide the appropriate form of distribution to be made pursuant to 
such first sentence and to determine the value thereof.  In the event of any 
such suspension, the Company shall issue a public announcement stating that 
the exercisability of the Rights has been temporarily suspended, as well as a 
public announcement at such time as the suspension is no longer in effect.  
For purposes of this Section 11(a)(iii), the value of the Common Shares shall 
be the current per share market price (as determined pursuant to Section 
11(d) hereof) of the Common Shares on the Section 11(a)(ii) Trigger Date and 
the value of any "common stock equivalent" shall be deemed to have the same 
value as the Common Shares on such date.

     (b)  In case the Company shall fix a record date for the issuance of 
rights, options or warrants to all holders of Common Shares entitling them 
(for a period expiring within 45 calendar days after such record date) to 
subscribe for or purchase Common Shares (or securities convertible into 
Common Shares) at a price per Common Share (or having a conversion price per 
share, if a security convertible into Common Shares) less than the then 
current per share market price of the Common Shares (as defined in Section 
11(d)) on such record date, the Purchase Price to be in effect after such 
record date shall be determined by multiplying the Purchase Price in effect 
immediately prior to such record date by a fraction, the numerator of which 
shall be the number of Common Shares outstanding on such record date plus the 
number of Common Shares which the aggregate offering price of the total 
number of Common Shares so to be offered (and/or the aggregate initial 
conversion price of the convertible securities so to be offered) would 
purchase at such current market price and the denominator of which shall be 
the number of Common Shares outstanding on such record date plus the number 
of additional Common Shares to be offered for subscription or purchase (or 
into which the convertible securities so to be offered are initially 
convertible); provided, however, that in no event shall the consideration to 
be paid upon the exercise of one Right be less than the aggregate par value 
of the shares of capital stock of the Company issuable upon exercise of one 
Right.  In case such subscription price may be paid in a consideration part 
or all of which shall be in a form other than cash, the value of such 
consideration shall be as determined in good faith by the Board of Trustees 
of the Company, whose determination shall be described in a statement filed 
with the Rights Agent.  Common Shares owned by or held for the account of the 
Company shall not be deemed outstanding for the purpose of any such 
computation.  Such adjustment shall be made successively whenever such a 
record date is fixed; and in the event that such rights, options or warrants 
are not so issued, the Purchase Price shall be adjusted to be the Purchase 
Price which would then be in effect if such record date had not been fixed.

     (c)  In case the Company shall fix a record date for the making of a 
distribution to all holders of the Common Shares (including any such 
distribution made in connection with a consolidation or merger in which the 
Company is the continuing or surviving corporation) of evidences of 
indebtedness or assets (other than a regular quarterly cash dividend or a 
dividend payable in Common Shares) or subscription rights or warrants 
(excluding those referred to in Section 11(b)), the Purchase Price to be in 
effect after such record date shall be determined by multiplying the Purchase 
Price in effect immediately prior to such record date by a fraction, the  
numerator of which shall be the then current per share market price of the 
Common Shares (as defined in Section 11(d)) on such record date, less the 
fair market value (as determined in good faith by the Board of Trustees of 
the Company, whose determination shall be described in a statement filed with 
the Rights Agent) of the portion of the assets or evidences of indebtedness 
so to be distributed or of such subscription rights or warrants applicable to 
one Common Share and the denominator of which shall be such current per share 
market price of the Common Shares; provided, however, that in no event shall 
the consideration to be paid upon the exercise of one Right be less than the 
aggregate par value of the shares of capital stock of the Company to be 
issued upon exercise of one Right.  Such adjustments shall be made 
successively whenever such a record date is fixed; and in the event that such 
distribution is not so made, the Purchase Price shall again be adjusted to be 
the Purchase Price which would then be in effect if such record date had not 
been fixed.

     (d)  For the purpose of any computation hereunder, the "current per 
share market price" of the Common Shares on any date shall be deemed to be 
the average of the daily closing prices per Common Share for the 30 
consecutive Trading Days (as such term is hereinafter defined) immediately 
prior to such date; provided, however, that in the event that the current per 
share market price of the Common Shares is determined during a period 
following the announcement by the issuer of such Common Shares of (i) a 
dividend or distribution on such Common Shares payable in Common Shares or 
securities convertible into Common Shares, or (ii) any subdivision, 
combination or reclassification of Common Shares and prior to the expiration 
of 30 Trading Days after the ex-dividend date for such dividend or 
distribution, or the record date for such subdivision, combination or 
reclassification, then, and in each such case, the current per share market 
price shall be appropriately adjusted to reflect the current market price per 
Common Share.  The closing price for each Trading Day shall be the last sale 
price, regular way, or, in case no such sale takes place on such day, the 
average of the closing bid and asked prices, regular way, in either case as 
reported in the principal consolidated transaction reporting system with 
respect to securities listed or admitted to trading on the New York Stock 
Exchange or, if the Common Shares are not listed or admitted to trading on 
the New York Stock Exchange, as reported in the principal consolidated 
transaction reporting system with respect to securities listed on the 
principal national securities exchange on which the Common Shares are listed 
or admitted to trading or, if the Common Shares are not listed or admitted to 
trading on any national securities exchange, the last quoted price or, if not 
so quoted, the average of the high bid and low asked prices in the over-the-
counter market, as reported by the National Association of Securities 
Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system 
then in use, or, if on any such date the Common Shares are not quoted by any 
such organization, the average of the closing bid and asked prices as 
furnished by a professional market maker making a market in the Common Shares 
selected by the Board of Trustees of the Company.  The term "Trading Day" 
shall mean a day on which the principal national securities exchange on which 
the Common Shares are listed or admitted to trading is open for the 
transaction of business or, if the Common Shares are not listed or admitted 
to trading on any national securities exchange, a Business Day.

     (e)  No adjustment in the Purchase Price shall be required unless such 
adjustment would require an increase or decrease of at least 1% in the 
Purchase Price; provided, however, that any adjustments which by reason of 
this Section 11(e) are not required to be made shall be carried forward and 
taken into account in any subsequent adjustment.  All calculations under this 
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth 
of a share as the case may be.  Notwithstanding the first sentence of this 
Section 11(e), any adjustment required by this Section 11 shall be made no 
later than the earlier of (i) three years from the date of the transaction 
which requires such adjustment or (ii) the date of the expiration of the 
right to exercise any Rights.

     (f)  If, as a result of an adjustment made pursuant to Section 11(a), 
the holder of any Right thereafter exercised shall become entitled to receive 
any shares of capital stock of the Company other than Common Shares, 
thereafter the number of such other shares so receivable upon exercise of any 
Right shall be subject to adjustment from time to time in a manner and on 
terms as nearly equivalent as practicable to the provisions with respect to 
the Common Shares contained in Section 11(a) through (c), inclusive, and the 
provisions of Sections 7, 9, 10, 13 and 14 with respect to the Common Shares 
shall apply on like terms to any such other shares.

     (g)  All Rights originally issued by the Company subsequent to any 
adjustment made to the Purchase Price hereunder shall evidence the right to 
purchase, at the adjusted Purchase Price, the number of Common Shares 
purchasable from time to time hereunder upon exercise of the Rights, all 
subject to further adjustment as provided herein.

     (h)  Unless the Company shall have exercised its election as provided in 
Section 11(i), upon each adjustment of the Purchase Price as a result of the 
calculations made in Section 11(b) and (c), each Right outstanding 
immediately prior to the making of such adjustment shall thereafter evidence 
the right to purchase, at the adjusted Purchase Price, that number of Common 
Shares (calculated to the nearest ten-thousandth of a Common Share) obtained 
by (i) multiplying (x) the number of Common Shares covered by a Right 
immediately prior to this adjustment by (y) the Purchase Price in effect 
immediately prior to such adjustment of the Purchase Price and (ii) dividing 
the product so obtained by the Purchase Price in effect immediately after 
such adjustment of the Purchase Price.

     (i)  The Company may elect on or after the date of any adjustment of the 
Purchase Price to adjust the number of Rights, in substitution for any 
adjustment in the number of Common Shares purchasable upon the exercise of a 
Right.  Each of the Rights outstanding after such adjustment of the number of 
Rights shall be exercisable for the number of Common Shares for which a Right 
was exercisable immediately prior to such adjustment.  Each Right held of 
record prior to such adjustment of the number of Rights shall become that 
number of Rights (calculated to the nearest one ten-thousandth) obtained by 
dividing the Purchase Price in effect immediately prior to adjustment of the 
Purchase Price by the Purchase Price in effect immediately after adjustment 
of the Purchase Price.  The Company shall make a public announcement of its 
election to adjust the number of Rights, indicating the record date for the 
adjustment, and, if known at the time, the amount of the adjustment to be 
made.  This record date may be the date on which the Purchase Price is 
adjusted or any day thereafter, but, if the Right Certificates have been 
issued, shall be at least 10 days later than the date of the public 
announcement.  If Right Certificates have been issued, upon each adjustment 
of the number of Rights pursuant to this Section 11(i), the Company shall, as 
promptly as practicable, cause to be distributed to holders of record of 
Right Certificates on such record date Right Certificates evidencing, subject 
to section 14 hereof, the additional Rights to which such holders shall be 
entitled as a result of such adjustment, or, at the option of the Company, 
shall cause to be distributed to such holders of record in substitution and 
replacement for the Right Certificates held by such holders prior to the date 
of adjustment, and upon surrender thereof, if required by the Company, new 
Right Certificates evidencing all the Rights to which such holders shall be 
entitled after such adjustment.  Right Certificates so to be distributed 
shall be issued, executed and countersigned in the manner provided for herein 
and shall be registered in the names of the holders of record of Right 
Certificates on the record date specified in the public announcement.

     (j)  Irrespective of any adjustment or change in the Purchase Price or 
the number of Common Shares issuable upon the exercise of the Rights, the 
Right Certificates theretofore and thereafter issued may continue to express 
the Purchase Price and the number of Common Shares which were expressed in 
the initial Right Certificates issued hereunder.

     (k)  Before taking any action that would cause an adjustment reducing 
the Purchase Price below the par value, if any, of the Common Shares issuable 
upon exercise of the Rights, the Company shall take any action which may, in 
the opinion of its counsel, be necessary in order that the Company may 
validly and legally issue fully paid and nonassessable (except as otherwise 
provided by any law applicable to the Company) Common Shares at such adjusted 
Purchase Price.

     (l)  In any case in which this Section 11 shall require that an 
adjustment in the Purchase Price be made effective as of a record date for a 
specified event, the Company may elect to defer until the occurrence of such 
event the issuing to the holder of any Right exercised after such record date 
of the Common Shares and other capital stock or securities of the Company, if 
any, issuable upon such exercise over and above the number of Common Shares 
and other capital stock or securities of the Company, if any, issuable upon 
such exercise on the basis of the Purchase Price in effect prior to such 
adjustment; provided, however, that the Company shall deliver to such holder 
a due bill or other appropriate instrument evidencing such holder's right to 
receive such additional shares upon the occurrence of the event requiring 
such adjustment.

     (m)  Anything in this Section 11 to the contrary notwithstanding, the 
Company shall be entitled to make such reductions in the Purchase Price, in 
addition to those adjustments expressly required by this Section 11, as and 
to the extent that it in its sole discretion shall determine to be advisable 
in order that any consolidation or subdivision of the Common Shares, issuance 
wholly for cash of any Common Shares at less than the current market price, 
issuance wholly for cash of Common Shares or securities which by their terms 
are convertible into or exchangeable for Common Shares, dividends on Common 
Shares payable in Common Shares or issuance of rights, options or warrants 
referred to in Section 11(b), hereafter made by the Company to holders of its 
Common Shares shall not be taxable to such shareowners.

     (n)  The Company covenants and agrees that it shall not, at any time 
after the earlier of the Distribution Date or the Shares Acquisition Date, 
(i) consolidate with any other Person (other than a Subsidiary of the Company 
in a transaction which complies with Section 11(o) hereof), (ii) merge with 
or into any other Person (other than a Subsidiary of the Company in a 
transaction which complies with Section 11(o) hereof), (iii) sell or transfer 
(or permit any Subsidiary to sell or transfer), in one transaction, or a 
series of related transactions, assets or earning power aggregating more than 
50% of the assets or earning power of the Company and its Subsidiaries (taken 
as a whole) to any other Person or Persons (other than the Company and/or any 
of its Subsidiaries in one or more transactions each of which complies with 
Section 11(o) hereof) or (iv) consummate a share exchange with any other 
Person, if at the time of or immediately after such consolidation, merger, 
sale or share exchange (A) there are any rights, warrants or other 
instruments or securities outstanding or agreements in effect which would 
substantially diminish or otherwise eliminate the benefits intended to be 
afforded by the Rights, (B) prior to, simultaneously with or immediately 
after such consolidation, merger, sale or share exchange the shareowners of 
the Person who constitute, or would constitute, the "Principal Party" for 
purposes of Section 13(a) hereof shall have received a distribution of Rights 
previously owned by such Person or any of its Affiliates and Associates or 
(C) the form or nature of organization of the Principal Party would preclude 
or limit the exercisability of the Rights.

     (o)  The Company covenants and agrees that, after the Distribution Date, 
it will not, except as permitted by Section 23, Section 24 or Section 27 
hereof, take (or permit any Subsidiary to take) any action if at the time 
such action is taken it is reasonably foreseeable that such action will 
diminish substantially or otherwise eliminate the benefits intended to be 
afforded by the Rights.

     (p)  Anything in this Agreement to the contrary notwithstanding, in the 
event that the Company shall at any time after the Record Date and prior to 
the Distribution Date (i) declare a dividend on the outstanding Common Shares 
payable in Common Shares, (ii) subdivide the outstanding Common Shares, or 
(iii) combine the outstanding Common Shares into a smaller number of shares, 
the number of Rights associated with each Common Share then outstanding, or 
issued or delivered thereafter but prior to the Distribution Date, shall be 
proportionately adjusted so that the number of Rights thereafter associated 
with each Common Share following any such event shall equal the result 
obtained by multiplying the number of Rights associated with each Common 
Share immediately prior to such event by a fraction, the numerator of which 
shall be the total number of Common Shares outstanding immediately prior to 
the occurrence of the event and the denominator of which shall be the total 
number of Common Shares outstanding immediately following the occurrence of 
such event.

     (q)  Notwithstanding anything in this Agreement to the contrary, prior 
to the Distribution Date, the Company may, in lieu of making any adjustment 
to the Purchase Price, the number of Common Shares eligible for purchase on 
exercise of each Right or the number of Rights outstanding, which adjustment 
would otherwise be required by Section 11(a)(i), 11(b), 11(c), 11(h), or 
11(i), make such other equitable adjustment or adjustments thereto as the 
Board of Trustees (whose determination shall be conclusive) deems appropriate 
in the circumstances and not inconsistent with the objectives of the Board of 
Trustees in adopting this Agreement and such Sections.

     Section 12.    Certificate of Adjusted Purchase Price or Number of 
Shares.  Whenever an adjustment is made as provided in Sections 11 and 13 
hereof, the Company shall promptly (a) prepare a certificate setting forth 
such adjustment, and a brief statement of the facts accounting for such 
adjustment, (b) file with the Rights Agent and with each transfer agent for 
the Common Shares a copy of such certificate and (c) mail a brief summary 
thereof to each holder of a Right Certificate in accordance with Section 26 
hereof.

     Section 13.    Consolidation, Merger, Share Exchange or Sale or Transfer 
of Assets or Earning Power.

     (a)  In the event that, following the Shares Acquisition Date, directly 
or indirectly, (x) the Company shall consolidate with, or merge with and 
into, any other Person (other than a Subsidiary of the Company in a 
transaction which complies with Section 11(o) hereof), and the Company shall 
not be the continuing or surviving entity of such consolidation or merger, 
(y) any Person (other than a Subsidiary of the Company in a transaction which 
complies with Section 11(o) hereof) shall consolidate with, or merge with or 
into, the Company, and the Company shall be the continuing or surviving 
entity of such consolidation or merger, or any Person or Persons (other than 
a Subsidiary of the Company in a transaction that complies with Section 11(o) 
hereof) shall consummate a share exchange with the Company, and, in 
connection with such consolidation, merger or share exchange, all or part of 
the outstanding Common Shares shall be changed into or exchanged for stock or 
other securities of any other Person (or the Company) or cash or any other 
property, or (z) the Company shall sell or otherwise transfer (or one or more 
of its Subsidiaries shall sell or otherwise transfer), in one transaction or 
a series of related transactions, assets or earning power aggregating more 
than 50% of the assets or earning power of the Company and its Subsidiaries 
(taken as a whole) to any Person or Persons (other than the Company or any 
Subsidiary of the Company in one or more transactions each of which complies 
with Section 11(o) hereof), then, and in each such case, proper provision 
shall be made so that:  (i) each holder of a Right (except as otherwise 
provided herein) shall thereafter have the right to receive, upon the 
exercise thereof at a price equal to the then current Purchase Price per 
Common Share multiplied by the number of Common Shares for which a Right is 
then exercisable (or, if a Section 11(a)(ii) Event has occurred prior to the 
first occurrence of any of the events described in clauses (x), (y) or (z) 
above (a "Section 13 Event"), the Purchase Price per Common Share in effect 
immediately prior to the first occurrence of a Section 11(a)(ii) Event 
multiplied by the number of Common Shares for which a Right was exercisable 
immediately prior to such first occurrence), in accordance with the terms of 
this Agreement, such number of validly authorized and issued, fully paid, 
nonassessable (except as otherwise required by any corporation law applicable 
to the Principal Party (as such term is hereinafter defined)) and freely 
tradeable Common Shares of the Principal Party, not subject to any liens, 
encumbrances, rights of first refusal or other adverse claims, as shall be 
equal to the result obtained by (1) multiplying the then current Purchase 
Price per Common Share by the number of Common Shares for which a Right is 
exercisable immediately prior to the first occurrence of a Section 13 Event 
(or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence 
of a Section 13 Event, multiplying the number of such shares for which a 
Right was exercisable immediately prior to the first occurrence of a Section 
11(a)(ii) Event by the Purchase Price per Common Share in effect immediately 
prior to such first occurrence), and dividing that product (which, following 
the first occurrence of a Section 13 Event, shall be referred to as the 
"Purchase Price" for each Right and for all purposes of this Agreement) by 
(2) 50% of the current market price (determined pursuant to Section 11(d) 
hereof) per Common Share of such Principal Party on the date of consummation 
of such Section 13 Event; (ii) such Principal Party shall thereafter be 
liable for, and shall assume, by virtue of such Section 13 Event, all the 
obligations and duties of the Company pursuant to this Agreement; (iii) the 
term "Company" shall thereafter be deemed to refer to such Principal Party, 
it being specifically intended that the provisions of Section 11 hereof shall 
apply only to such Principal Party following the first occurrence of a 
Section 13 Event; and (iv) such Principal Party shall take such steps 
(including, but not limited to, the reservation of a sufficient number of its 
Common Shares) in connection with the consummation of any such transaction as 
may be necessary to assure that the provisions hereof shall thereafter be 
applicable, as nearly as reasonably may be, in relation to its Common Shares 
thereafter deliverable upon the exercise of the Rights; provided that, upon 
the subsequent occurrence of any consolidation, merger, share exchange, sale 
or transfer of assets or other extraordinary transaction in respect of such 
Principal Party, each holder of a Right shall thereupon be entitled to 
receive, upon exercise of a Right and payment of the Purchase Price as 
provided in this Section 13(a), such cash, shares, rights, warrants and other 
property which such holder would have been entitled to receive had such 
holder, at the time of such transaction, owned the Common Shares of the 
Principal Party receivable upon the exercise of a Right pursuant to this 
Section 13(a), and such Principal Party shall take such steps (including, but 
not limited to, reservation of shares of stock) as may be necessary to permit 
the subsequent exercise of the Rights in accordance with the terms hereof for 
such cash, shares, rights, warrants and other property.
     (b)  "Principal Party" shall mean

          (i)  in the case of any transaction described in clause (x) or (y) 
of the first sentence of Section 13(a), the Person that is the issuer of any 
securities into which Common Shares of the Company are converted in such 
merger, consolidation or share exchange, and if no securities are so issued, 
(A) the Person that is the other party to the merger, consolidation or share 
exchange and that survives such merger or consolidation, or, if there is more 
than one such Person, the Person the Common Shares of which have the greatest 
aggregate market value of shares outstanding or (B) if the Person that is the 
other party to the merger or consolidation does not survive the merger or 
consolidation, the Person that does survive the merger or consolidation 
(including the Company if it survives); and

          (ii) in the case of any transaction described in clause (z) of the 
first sentence of Section 13(a), the Person that is the party receiving the 
greatest portion of the assets or earning power transferred pursuant to such 
transaction or transactions;

provided, however, that in any such case, (1) if the Common Shares of such 
Person are not at such time and have not been continuously over the preceding 
twelve (12)-month period registered under Section 12 of the Exchange Act, and 
such Person is a direct or indirect Subsidiary of another Person the Common 
Shares of which are and have been so registered, "Principal Party" shall 
refer to such other Person; and (2) in case such Person is a Subsidiary, 
directly or indirectly, of more than one Person, the Common Shares of two or 
more of which are and have been so registered, "Principal Party" shall refer 
to whichever of such Persons is the issuer of the Common Shares having the 
greatest aggregate market value.

     (c)  The Company shall not consummate any Section 13 Event unless all 
regulatory approvals for the consummation of such Section 13 Event and the 
exercise of the Rights in accordance with the terms of this Agreement have 
been obtained and the Principal Party shall have a sufficient number of 
authorized Common Shares which have not been issued or reserved for issuance 
to permit the exercise in full of the Rights in accordance with this Section 
13 and unless prior thereto the Company and such Principal Party shall have 
executed and delivered to the Rights Agent a supplemental agreement providing 
for the terms set forth in paragraphs (a) and (b) of this Section 13 and 
further providing that, as soon as practicable after the date of any 
consolidation, merger, share exchange or sale of assets mentioned in 
paragraph (a) of this Section 13, the Principal Party will:

     (i)  prepare and file a registration statement under the Securities Act 
with respect to the Rights and the securities purchasable upon exercise of 
the Rights on an appropriate form, and will use its best efforts to cause 
such registration statement to (A) become effective as soon as practicable 
after such filing and (B) remain effective (with a prospectus at all times 
meeting the requirements of the Securities Act) until the Final Expiration 
Date; and

     (ii) deliver to holders of the Rights historical financial statements 
for the Principal Party and each of its Affiliates which comply in all 
respects with the requirements for registration on Form 10 under the Exchange 
Act.

The provisions of this Section 13 shall similarly apply to successive 
mergers, consolidations, share exchanges, sales or other transfers.  In the 
event that a Section 13 Event shall occur at any time after the occurrence of 
a Section 11(a)(ii) Event, the Rights which have not theretofore been 
exercised shall thereafter become exercisable in the manner described in 
Section 13(a).

     Section 14.    Fractional Rights and Fractional Shares.

     (a)  The Company shall not be required to issue fractions of Rights or 
to distribute Right Certificates which evidence fractional Rights.  In lieu 
of such fractional Rights, there shall be paid to the registered holders of 
the Right Certificates with regard to which such fractional Rights would 
otherwise be issuable, an amount in cash equal to the same fraction of the 
current market value of a whole Right.  For the purposes of this Section 
14(a), the current market value of a whole Right shall be the closing price 
of the Rights for the Trading Day immediately prior to the date on which such 
fractional Rights would have been otherwise issuable.  The closing price for 
any day shall be the last sale price, regular way, or, in case no such sale 
takes place on such day, the average of the closing bid and asked prices, 
regular way, in either case as reported in the principal consolidated 
transaction reporting system with respect to securities listed or admitted to 
trading on the New York Stock Exchange or, if the Rights are not listed or 
admitted to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect to 
securities listed on the principal national securities exchange on which the 
Rights are listed or admitted to trading or, if the Rights are not listed or 
admitted to trading on any national securities exchange, the last quoted 
price or, if not so quoted, the average of the high bid and low asked prices 
in the over-the-counter market, as reported by NASDAQ or such other system 
then in use or, if on any such date the Rights are not quoted by any such 
organization, the average of the closing bid and asked prices as furnished by 
a professional market maker making a market in the Rights selected by the 
Board of Trustees of the Company.  If on any such date no such market maker 
is making a market in the Rights the fair value of the Rights on such date as 
determined in good faith by the Board of Trustees of the Company shall be 
used.

     (b)  The Company shall not be required to issue fractions of Common 
Shares upon exercise of the Rights or to distribute certificates which 
evidence fractional Common Shares.  In lieu of fractional Common Shares, the 
Company shall pay to the registered holders of Right Certificates at the time 
such Rights are exercised as herein provided an amount in cash equal to the 
same fraction of the current market value of one Common Share.  For purposes 
of this Section 14(b), the current market value of a Common Share shall be 
the closing price of a Common Share (as determined pursuant to the second 
sentence of Section 11(d) hereof) for the Trading Day immediately prior to 
the date of such exercise.

     (c)  The holder of a Right by the acceptance of the Right expressly 
waives his right to receive any fractional Rights or any fractional Common 
Shares upon exercise of a Right (except as provided above).

     Section 15.    Rights of Action.  All rights of action in respect of 
this Agreement, excepting the rights of action given to the Rights Agent 
under Section 18 hereof, are vested in the respective registered holders of 
the Right Certificates (and, prior to the Distribution Date, the registered 
holders of the Common Shares); and any registered holder of any Right 
Certificate (or, prior to the Distribution Date, of the Common Shares), 
without the consent of the Rights Agent or of the holder of any other Right 
Certificate (or, prior to the Distribution Date, of any Common Shares), may, 
in his own behalf and for his own benefit, enforce, and may institute and 
maintain any suit, action or proceeding against the Company to enforce, or 
otherwise act in respect of, his right to exercise the Rights evidenced by 
such Right Certificate in the manner provided in such Right Certificate and 
in this Agreement.  Without limiting the foregoing or any remedies available 
to the holders of Rights, it is specifically acknowledged that the holders of 
Rights would not have an adequate remedy at law for any breach of this 
Agreement and will be entitled to specific performance of the obligations 
under, and injunctive relief against actual or threatened violations of the 
obligations of any Person subject to, this Agreement.

     Section 16.    Agreement of Right Holders.  Every holder of a Right, by 
accepting the same, consents and agrees with the Company and the Rights Agent 
and with every other holder of a Right that:

     (a)  prior to the Distribution Date, the Rights will be transferable 
only in connection with the transfer of the Common Shares;

     (b)  after the Distribution Date, the Right Certificates are 
transferable only on the registry books of the Rights Agent if surrendered at 
the principal office of the Rights Agent, duly endorsed or accompanied by a 
proper instrument of transfer; and

     (c)  subject to Section 6 and Section 7(f) hereof, the Company and the 
Rights Agent may deem and treat the person in whose name the Right 
Certificate (or, prior to the Distribution Date, the associated Common Shares 
certificate) is registered as the absolute owner thereof and of the Rights 
evidenced thereby (notwithstanding any notations of ownership or writing on 
the Right Certificates or the associated Common Shares certificate made by 
anyone other than the Company or the Rights Agent) for all purposes 
whatsoever, and neither the Company nor the Rights Agent shall be affected by 
any notice to the contrary.

     (d)  notwithstanding anything in this Agreement to the contrary, neither 
the Company nor the Rights Agent shall have any liability to any holder of a 
Right or other Person as a result of its inability to perform any of its 
obligations under this Agreement by reason of any preliminary or permanent 
injunction or other order, decree or ruling issued by a court of competent 
jurisdiction or by a governmental, regulatory or administrative agency or 
commission, or any statute, rule, regulation or executive order promulgated 
or enacted by any governmental authority, prohibiting or otherwise 
restraining performance of such obligation; provided, however, the Company 
must use its best efforts to have any such order, decree or ruling lifted or 
otherwise overturned as soon as possible.

     Section 17.    Right Certificate Holder Not Deemed a Shareowner.  No 
holder, as such, of any Right Certificate shall be entitled to vote, receive 
dividends or other distributions or be deemed for any purpose the holder of 
the Common Shares or any other securities of the Company which may at any 
time be issuable on the exercise of the Rights represented thereby, nor shall 
anything contained herein or in any Right Certificate be construed to confer 
upon the holder of any Right Certificate, as such, any of the rights of a 
shareowner of the Company or any right to vote for the election of Trustees 
or upon any matter submitted to shareowners at any meeting thereof, or to 
give or withhold consent to any corporate action, or to receive notice of 
meetings or other actions affecting shareowners (except as provided in 
Section 25 hereof), or to receive dividends or subscription rights, or 
otherwise, until the Right or Rights evidenced by such Right Certificates 
shall have been exercised in accordance with the provisions hereof.

     Section 18.    Concerning the Rights Agent.

     (a)  The Company agrees to pay to the Rights Agent reasonable 
compensation for all services rendered by it hereunder and, from time to 
time, on demand of the Rights Agent, its reasonable expenses and counsel fees 
and other disbursements incurred in the administration and execution of this 
Agreement and the exercise and performance of its duties hereunder.  The 
Company also agrees to indemnify the Rights Agent for, and to hold it 
harmless against, any loss, liability, or expense, incurred without gross 
negligence, bad faith or willful misconduct on the part of the Rights Agent, 
for anything done or omitted by the Rights Agent in connection with the 
acceptance and administration of this Agreement, including the costs and 
expenses of defending against any claim of liability in the premises.

     (b)  The Rights Agent shall be authorized and protected and shall incur 
no liability for, or in respect of any action taken, suffered or omitted by 
it in connection with, its administration of this Agreement in reliance upon 
any Right Certificate or certificate for the Common Shares or for other 
securities of the Company, instrument of assignment or transfer, power of 
attorney, endorsement, affidavit, letter, notice, direction, consent, 
certificate, statement, or other paper or document believed by it to be 
genuine and to be signed, executed and, where necessary, verified or 
acknowledged, by the proper person or persons, or otherwise upon the advice 
of counsel as set forth in Section 20 hereof.

     In addition to the foregoing, the Rights Agent shall be protected and 
shall incur no liability for, or in respect of, any action taken or omitted 
by it in connection with its administration of this Agreement in reliance 
upon (i) the proper execution of the certification concerning beneficial 
ownership appended to the Form of Assignment and the Form of Election to 
Purchase included as part of Exhibit B hereto (the "Certification"), unless 
the Rights Agent shall have actual knowledge that, as executed, the 
Certification is untrue or (ii) the non-execution or failure to complete the 
Certification including, without limitation, any refusal to honor any 
otherwise permissible assignment or election by reason of such non-execution 
or failure.

     Section 19.    Merger or Consolidation or Change of Name of Rights 
Agent.

     (a)  Any Person into which the Rights Agent or any successor Rights 
Agent may be merged or with which it may be consolidated, or any Person 
resulting from any merger or consolidation to which the Rights Agent or any 
successor Rights Agent shall be a party, or any Person succeeding to the 
stock transfer or corporate trust business of the Rights Agent or any 
successor Rights Agent, shall be the successor to the Rights Agent under this 
Agreement without the execution or filing of any paper or any further act on 
the part of any of the parties hereto, provided that such Person would be 
eligible for appointment as a successor Rights Agent under the provisions of 
Section 21 hereof.  In case at the time such successor Rights Agent shall 
succeed to the agency created by this Agreement, any of the Right 
Certificates shall have been countersigned but not delivered, any such 
successor Rights Agent may adopt the countersignature of the predecessor 
Rights Agent and deliver such Right Certificates so countersigned; and in 
case at that time any of the Right Certificates shall not have been 
countersigned, any successor Rights Agent may countersign such Right 
Certificates either in the name of the predecessor Rights Agent or in the 
name of the successor Rights Agent; and in all such cases such Right 
Certificates shall have the full force provided in the Right Certificates and 
in this Agreement.

     (b)  In case at any time the name of the Rights Agent shall be changed 
and at such time any of the Right Certificates shall have been countersigned 
but not delivered, the Rights Agent may adopt the countersignature under its 
prior name and deliver Right Certificates so countersigned; and in case at 
that time any of the Right Certificates shall not have been countersigned, 
the Rights Agent may countersign such Right Certificates either in its prior 
name or in its changed name; and in all such cases such Right Certificates 
shall have the full force provided in the Right Certificates and in this 
Agreement.

     Section 20.    Duties of Rights Agent.  The Rights Agent undertakes only 
the duties and obligations imposed by this Agreement upon the following terms 
and conditions, by all of which the Company and the holders of Right 
Certificates, by their acceptance thereof, shall be bound:

     (a)  The Rights Agent may consult with legal counsel (who may be legal 
counsel for the Company), and the opinion of such counsel shall be full and 
complete authorization and protection to the Rights Agent as to any action 
taken or omitted by it in good faith and in accordance with such opinion.

     (b)  Whenever in the performance of its duties under this Agreement the 
Rights Agent shall deem it necessary or desirable that any fact or matter be 
proved or established by the Company prior to taking or suffering any action 
hereunder, such fact or matter (unless other evidence in respect thereof be 
herein specifically prescribed) may be deemed to be conclusively proved and 
established by a certificate signed by the Chairman of the Board, the Chief 
Executive Officer, the President or any Vice President and by the Treasurer, 
any Assistant Treasurer, the Corporate Secretary or any Assistant Corporate 
Secretary of the Company and delivered to the Rights Agent; and such 
certificate shall be full authorization to the Rights Agent for any action 
taken or suffered in good faith by it under the provisions of this Agreement 
in reliance upon such certificate.

     (c)  The Rights Agent shall be liable hereunder to the Company and any 
other Person only for its own gross negligence, bad faith or willful 
misconduct.

     (d)  The Rights Agent shall not be liable for or by reason of any of the 
statements of fact or recitals contained in this Agreement or in the Right 
Certificates (except its countersignature thereof) or be required to verify 
the same, but all such statements and recitals are and shall be deemed to 
have been made by the Company only.

     (e)  The Rights Agent shall not be under any responsibility in respect 
of the validity of this Agreement or the execution and delivery hereof 
(except the due authorization, execution and delivery hereof by the Rights 
Agent) or in respect of the validity or execution of any Right Certificate 
(except its countersignature thereof); nor shall it be responsible for any 
breach by the Company of any covenant or condition contained in this 
Agreement or in any Right Certificate; nor shall it be responsible for any 
change in the exercisability of the Rights (including the Rights becoming 
void pursuant to Section 7(e) hereof) or any adjustment in the terms of the 
Rights (including the manner, method or amount thereof) provided for in 
Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts 
that would require any such change or adjustment (except with respect to the 
exercise of Rights evidenced by Right Certificates after actual notice that 
such change or adjustment is required); nor shall it by any act hereunder be 
deemed to make any representation or warranty as to the authorization or 
reservation of any Common Shares or other securities to be issued pursuant to 
this Agreement or any Right Certificate or as to whether any Common Shares or 
other securities will, when issued, be validly authorized and issued, fully 
paid and nonassessable.

     (f)  The Company agrees that it will perform, execute, acknowledge and 
deliver or cause to be performed, executed, acknowledged and delivered all 
such further and other acts, instruments and assurances as may reasonably be 
required by the Rights Agent for the carrying out or performing by the Rights 
Agent of the provisions of this Agreement.

     (g)  The Rights Agent is hereby authorized and directed to accept 
instructions with respect to the performance of its duties hereunder from any 
person reasonably believed by the Rights Agent to be one of the Chairman of 
the Board, the Chief Executive Officer, the President, any Vice President, 
the Corporate Secretary, any Assistant Corporate Secretary, the Treasurer or 
any Assistant Treasurer of the Company, and to apply to such officers for 
advice or instructions in connection with its duties, and it shall not be 
liable for any action taken or suffered by it in good faith in accordance 
with instructions of any such officer or for any delay in acting while 
waiting for those instructions.  An application by the Rights Agent for 
instructions may set forth in writing any action proposed to be taken or 
omitted by the Rights Agent with respect to its duties and obligations under 
this Agreement and the date on and/or after which such action shall be taken, 
and the Rights Agent shall not be liable for any action taken or omitted in 
accordance with a proposal included in any such application on or after the 
date specified therein (which date shall not be less than one Business Day 
after the Company receives such application) without the consent of the 
Company unless prior to taking or omitting such action, the Rights Agent has 
received written instructions in response to such application specifying the 
actions to be taken or omitted.

     (h)  The Rights Agent and any shareowner, director, officer or employee 
of the Rights Agent may buy, sell or deal in, or act as the transfer agent 
for, any of the Rights, Common Shares or other securities of the Company or 
become pecuniarily interested in any transaction in which the Company may be 
interested, or contract with or lend money to the Company or otherwise act as 
fully and freely as though it were not the Rights Agent under this Agreement. 

Nothing herein shall preclude the Rights Agent from acting in any other 
capacity for the Company or for any other legal entity.

     (i)  The Rights Agent may execute and exercise any of the rights or 
powers hereby vested in it or perform any duty hereunder either itself or by 
or through its attorneys or agents, and the Rights Agent shall not be 
answerable or accountable for any act, default, neglect or misconduct of any 
such attorneys or agents or for any loss to the Company resulting from any 
such act, default, neglect or misconduct, provided reasonable care was 
exercised in the selection and continued employment thereof.

     (j)  No provision of this Agreement shall require the Rights Agent to 
expend or risk its own funds or otherwise incur any financial liability in 
the performance of any of its duties hereunder or in the exercise of its 
rights if there shall be reasonable grounds for believing that repayment of 
such funds or adequate indemnification against such risk or liability is not 
reasonably assured to it.

     (k)  If, with respect to any Right Certificate surrendered to the Rights 
Agent for exercise or transfer, the certification attached to the form of 
assignment or form of election to purchase, as the case may be, has either 
not been completed or indicates an affirmative response, the Rights Agent 
shall not take any further action with respect to such requested exercise or 
transfer without first consulting the Company.  The Company shall give the 
Rights Agent prompt written instructions as to the action to be taken 
regarding the Right Certificates involved.  The Rights Agent shall not be 
liable for acting in accordance with such instructions.

     Section 21.    Change of Rights Agent.  The Rights Agent or any 
successor Rights Agent may resign and be discharged from its duties under 
this Agreement upon 30 days' notice in writing mailed to the Company and to 
each transfer agent of the Common Shares by registered or certified mail, and 
to the holders of the Right Certificates by first-class mail.  The Company 
may remove the Rights Agent or any successor Rights Agent upon 30 days' 
notice in writing, mailed to the Rights Agent or successor Rights Agent, as 
the case may be, and to each transfer agent of the Common Shares by 
registered or certified mail, and to the holders of the Right Certificates by 
first-class mail.  If the Rights Agent shall resign or be removed or shall 
otherwise become incapable of acting, the Company shall appoint a successor 
to the Rights Agent.  If the Company shall fail to make such appointment 
within a period of 30 days after giving notice of such removal or after it 
has been notified in writing of such resignation or incapacity by the 
resigning or incapacitated Rights Agent or by the holder of a Right 
Certificate (who shall, with such notice, submit his Right Certificate for 
inspection by the Company), then the registered holder of any Right 
Certificate may apply to any court of competent jurisdiction for the 
appointment of a new Rights Agent.  Any successor Rights Agent, whether 
appointed by the Company or by such a court, shall be (a) a corporation or 
other Person organized and doing business under the laws of the United States 
or of the State of New York or the State of Connecticut (or of any other 
state of the United States so long as such corporation or other Person is 
authorized to do business as a banking or trust institution or transfer agent 
in the State of New York or the State of Connecticut), in good standing, 
having an office or agency in the State of Connecticut or the State of New 
York, which is authorized under such laws to exercise corporate trust or 
stock transfer powers and is subject to supervision or examination by federal 
or state authority and which has at the time of its appointment as Rights 
Agent a combined capital and surplus of at least $50 million, or (b) an 
Affiliate of a corporation or Person described in clause (a) of this 
sentence.  After appointment, the successor Rights Agent shall be vested with 
the same powers, rights, duties and responsibilities as if it has been 
originally named as Rights Agent without further act or deed; but the 
predecessor Rights Agent shall deliver and transfer to the successor Rights 
Agent any property at the time held by it hereunder, and execute and deliver 
any further assurance, conveyance, act or deed necessary for the purpose.  
Not later than the effective date of any such appointment the Company shall 
file notice thereof in writing with the predecessor Rights Agent and each 
transfer agent of the Common Shares, and mail a notice thereof in writing to 
the registered holders of the Right Certificates.  Failure to give any notice 
provided for in this Section 21, however, or any defect therein, shall not 
affect the legality or validity of the resignation or removal of the Rights 
Agent or the appointment of the successor Rights Agent, as the case may be.

     Section 22.    Issuance of New Right Certificates.  Notwithstanding any 
of the provisions of this Agreement or of the Rights to the contrary, the 
Company may, at its option, issue new Right Certificates evidencing Rights in 
such form as may be approved by its Board of Trustees to reflect any 
adjustment or change in the Purchase Price and the number or kind or class of 
shares or other securities or property purchasable under the Right 
Certificates made in accordance with the provisions of this Agreement.  In 
addition, in connection with the issuance or sale of Common Shares following 
the Distribution Date and prior to the redemption or expiration of the 
Rights, the Company (a) shall, with respect to Common Shares so issued or 
sold pursuant to the exercise of stock options or under any employee plan or 
arrangement, or upon the exercise, conversion or exchange of securities 
hereinafter issued by the Company, and (b) may, in any other case, if deemed 
necessary or appropriate by the Board of Trustees of the Company, issue Right 
Certificates representing the appropriate number of Rights in connection with 
such issuance or sale; provided, however, that (i) no such Right Certificate 
shall be issued if, and to the extent that, the Company shall be advised by 
counsel that such issuance would create a significant risk of material 
adverse tax consequences to the Company or the Person to whom such Right 
Certificate would be issued, and (ii) no such Right Certificate shall be 
issued if, and to the extent that, appropriate adjustment shall otherwise 
have been made in lieu of the issuance thereof.

     Section 23.    Redemption.

     (a)  The Rights may be redeemed by action of the Board of Trustees 
pursuant to subsection (b) of this Section 23 and shall not be redeemed in 
any other manner.

     (b)  The Board of Trustees of the Company may, at its option, at any 
time prior to the earlier of (x) the close of business on the tenth calendar 
day following the Shares Acquisition Date (or if the Shares Acquisition Date 
shall have occurred prior to the Record Date, the close of business on the 
tenth calendar day following the Record Date), or (y) the Final Expiration 
Date, redeem all but not less than all the then outstanding Rights at a 
redemption price of $.001 per Right, appropriately adjusted to reflect any 
stock split, stock dividend or similar transaction occurring after the date 
hereof (such redemption price being hereinafter referred to as the 
"Redemption Price").  The redemption of the Rights by the Board of Trustees 
may be made effective at such time, on such basis and with such conditions as 
the Board of Trustees in its sole discretion may establish. Notwithstanding 
anything contained in this Agreement to the contrary, the Rights shall not be 
exercisable after the first occurrence of a Section 11(a)(ii) Event until 
such time as the Company's right of redemption hereunder has expired.

     (c)  Immediately upon the effectiveness of the action of the Board of 
Trustees of the Company ordering the redemption of the Rights pursuant to 
subsection (b) of this Section 23, and without any further action and without 
any notice, the right to exercise the Rights will terminate and the only 
right thereafter of the holders of Rights shall be to receive the Redemption 
Price.  The Company shall promptly give public notice of any such redemption; 
provided, however, that the failure to give, or any defect in, any such 
notice shall not affect the validity of such redemption.  Within 10 days 
after the effectiveness of the action of the Board of Trustees ordering the 
redemption of the Rights pursuant to subsection (b), the Company shall mail a 
notice of redemption to all the holders of the then outstanding Rights at 
their last addresses as they appear upon the registry books of the Rights 
Agent or, prior to the Distribution Date, on the registry books of the 
transfer agent for the Common Shares.  Any notice which is mailed in the 
manner herein provided shall be deemed given, whether or not the holder 
receives the notice.  Each such notice of redemption will state the method by 
which the payment of the Redemption Price will be made.  Neither the Company 
nor any of its Affiliates or Associates may redeem, acquire or purchase for 
value any Rights at any time in any manner other than that specifically set 
forth in this Section 23 or in Section 24 hereof, and other than in 
connection with the purchase of Common Shares prior to the Distribution Date.

     Section 24.    Exchange.

     (a)  The Board of Trustees of the Company may, at its option, at any 
time after any Person becomes an Acquiring Person, exchange all or part of 
the then outstanding and exercisable Rights (which shall not include Rights 
that have become void pursuant to the provisions of Section 7(e) hereof) for 
Common Shares of the Company at any exchange ratio of one Common Share per 
Right, appropriately adjusted to reflect any stock split, stock dividend or 
similar transaction occurring after the date hereof (such exchange ratio 
being hereinafter referred to as the "Exchange Ratio").  Notwithstanding the 
foregoing, the Board of Trustees shall not be empowered to effect such 
exchange at any time after any Person (other than the Company, any Subsidiary 
of the Company, any employee benefit plan of the Company or any such 
Subsidiary, any entity holding Common Shares for or pursuant to the terms of 
any such plan, or any trustee, administrator or fiduciary of such a plan), 
together with all Affiliates and Associates of such Person, becomes the 
Beneficial Owner of 50% or more of the Common Shares then outstanding.

     (b)  Immediately upon the action of the Board of Trustees of the Company 
ordering the exchange of any Rights pursuant to subsection (a) of this 
Section 24 and without any further action and without any notice, the right 
to exercise such Rights shall terminate and the only right thereafter of a 
holder of such Rights shall be to receive that number of Common Shares equal 
to the number of such Rights held by such holder multiplied by the Exchange 
Ratio.  The Company shall promptly give public notice of any such exchange; 
provided, however, that the failure to give, or any defect in, such notice 
shall not affect the validity of such exchange.  The Company promptly shall 
mail a notice of any such exchange to all of the holders of such Rights at 
their last addresses as they appear upon the registry books of the Rights 
Agent.  Any notice which is mailed in the manner herein provided shall be 
deemed given, whether or not the holder receives the notice.  Each such 
notice of exchange will state the method by which the exchange of the Common 
Shares for Rights will be effected and, in the event of any partial exchange, 
the number of Rights which will be exchanged.  Any partial exchange shall be 
effected pro rata based on the number of Rights (other than Rights which have 
become void pursuant to the provisions of Section 7(e) hereof) held by each 
holder of Rights.

     (c)  In any exchange pursuant to this Section 24, the Company, at its 
option, may substitute for any Common Share exchangeable for a Right (i) 
common stock equivalents, (ii) cash, (iii) debt securities of the Company, 
(iv) other assets, or (v) any combination of the foregoing, having an 
aggregate value which the Board of Trustees of the Company shall have 
determined in good faith to be equal to the Current Market Price of one 
Common Share (determined pursuant to Section 11(d) hereof) on the Trading 
Date immediately preceding the date of exchange pursuant to this Section 24.

     (d)  The Company shall not be required to issue fractions of Common 
Shares or to distribute certificates which evidence fractional Common Shares. 

In lieu of such fractional Common Shares, the Company shall pay to the 
registered holders of the Right Certificates with regard to which such 
fractional Common Shares would otherwise be issued an amount in cash equal to 
the same fraction of the current market value of a whole Common Share.  For 
the purposes of this paragraph (d), the current market value of a whole 
Common Share shall be the closing price of a Common Share (as determined 
pursuant to the second sentence of Section 11(d) hereof) for the Trading Day 
immediately prior to the date of exchange pursuant to this Section 24.

     Section 25.    Notice of Certain Events.

     (a)  In case the Company shall propose, after the Distribution Date, (i) 
to pay any dividend payable in stock of any class to the holders of Common 
Shares or to make any other distribution to the holders of Common Shares 
(other than a regular quarterly cash dividend), (ii) to offer to the holders 
of Common Shares rights or warrants to subscribe for or to purchase any 
additional Common Shares or shares of stock of any class or any other 
securities, rights or options, (iii) to effect any reclassification of Common 
Shares (other than a reclassification involving only the subdivision of 
outstanding Common Shares), (iv) to effect any consolidation or merger into 
or with (other than a merger of a Subsidiary into or with the Company), to 
effect any share exchange with, or to effect any sale or other transfer (or 
to permit one or more of its Subsidiaries to effect any sale or other 
transfer), in one or more transactions, of 50% or more of the assets or 
earning power of the Company and its Subsidiaries (taken as a whole) to, any 
other Person, or (v) to effect the liquidation, dissolution or winding up of 
the Company, then, in each such case, the Company shall give to each holder 
of a Right Certificate, in accordance with Section 26 hereof, a notice of 
such proposed action, which shall specify the record date for the purposes of 
such stock dividend, or distribution of rights or warrants, or the date on 
which such reclassification, consolidation, merger, share exchange, sale, 
transfer, liquidation, dissolution, or winding up is to take place and the 
date of participation therein by the holders of the Common Shares if any such 
date is to be fixed, and such notice shall be so given in the case of any 
action covered by clause (i) or (ii) above at least 10 days prior to the 
record date for determining holders of Common Shares for purposes of such 
action, and in the case of any such other action, at least 10 days prior to 
the date of the taking of such proposed action or the date of participation 
therein by the holders of the Common Shares, whichever shall be the earlier.

     (b)  In case any Section 11(a)(ii) Event or Section 13 Event shall 
occur, then, in any such case, the Company shall as soon as practicable 
thereafter give to each holder of a Right Certificate, in accordance with 
Section 26 hereof, a notice of the occurrence of such event, which notice 
shall include a brief summary of the Section 11(a)(ii) Event or Section 13 
Event, as the case may be, and the consequences thereof to holders of Rights.

     Section 26.    Notices.

     (a)  Notices or demands authorized by this Agreement to be given or made 
by the Rights Agent or by the holder of any Right Certificate to or on the 
Company shall be sufficiently given or made if sent by first-class mail, 
postage prepaid, addressed (until another address is filed in writing with 
the Rights Agent) as follows:

          Northeast Utilities
          107 Selden Street
          Berlin, Connecticut 06037

          Attention: Corporate Secretary

     (b)  Subject to the provisions of Section 21 hereof, any notice or 
demand authorized by this Agreement to be given or made by the Company or by 
the holder of any Right Certificate to or on the Rights Agent shall be 
sufficiently given or made if sent by first-class mail, postage prepaid, 
addressed (until another address is filed in writing with the Company) as 
follows:

          Northeast Utilities Service Company
          107 Selden Street
          Berlin, Connecticut 06037

          Attention: Corporate Secretary

     (c)  Notices or demands authorized by this Agreement to be given or made 
by the Company or the Rights Agent to the holder of any Right Certificate 
shall be sufficiently given or made if sent by first-class mail, postage 
prepaid, addressed to such holder at the address of such holder as shown on 
the registry books of the Company.

     Section 27.    Supplements and Amendments.

     (a)  Prior to the Distribution Date and subject to the penultimate 
sentence of this Section 27, the Company may and the Rights Agent shall, if 
the Company so directs, supplement or amend any provision of this Agreement 
without the approval of any holders of certificates representing Common 
Shares.  Without limiting the foregoing, the Company may at any time prior to 
such time as any Person becomes an Acquiring Person amend this Agreement to 
lower the thresholds set forth in Sections 1(a) and 3(a) hereof from 15% to 
not less than 10%, with appropriate exceptions for persons then beneficially 
owning Common Shares of the Company constituting a percentage of the number 
of Common Shares then outstanding equal to or in excess of the new threshold. 

From and after the Distribution Date and subject to the penultimate sentence 
of this Section 27, the Company and the Rights Agent shall, if the Company so 
directs, supplement and amend this Agreement without the approval of any 
holders of Right Certificates in order (i) to cure any ambiguity, (ii) to 
correct or supplement any provision contained herein which may be defective 
or inconsistent with any other provision herein, (iii) to shorten or lengthen 
any time period hereunder, or (iv) to change or supplement the provisions 
hereunder in any manner which the Company may deem necessary or desirable and 
which shall not adversely affect the interests of the holders of Right 
Certificates (other than an Acquiring Person or an Affiliate or Associate of 
an Acquiring Person); provided, that from and after the Distribution Date 
this Agreement may not be supplemented or amended to lengthen, pursuant to 
clause (iii) of this sentence, (A) a time period relating to when the Rights 
may be redeemed at such time as the Rights are not then redeemable, or (B) 
any other time period unless such lengthening is for the purpose of 
protecting, enhancing or clarifying the rights of, and/or the benefits to, 
the holders of Rights.  Upon the delivery of a certificate from an 
appropriate officer of the Company which states that the proposed supplement 
or amendment is in compliance with the terms of this Section 27, the Rights 
Agent shall execute such supplement or amendment.  Notwithstanding anything 
contained in this Agreement to the contrary, no supplement or amendment shall 
be made which reduces the then effective Redemption Price or moves to an 
earlier date the then effective Final Expiration Date.  Prior to the 
Distribution Date, the interests of the holders of Rights shall be deemed 
coincident with the interests of the holders of Common Shares.

     (b)  This Agreement shall also be subject to termination and shall 
terminate, without any action by either the Company or Northeast Utilities 
Service Company, to the extent and from the time that performance may 
conflict with the Public Utility Holding Company Act of 1935 or with any 
rule, regulation or order of the Securities and Exchange Commission adopted 
before or after the making hereof.  Notwithstanding the foregoing, the 
parties hereto will use reasonable efforts to negotiate any amendments to 
this Agreement which are necessary for this Agreement to comply with the 
Public Utility Holding Company Act of 1935 or any rule, regulation or order 
thereunder, and they will also replace Northeast Utilities Service Company 
with a successor Rights Agent if that action will achieve such compliance.

     Section 28.    Successors.  All the covenants and provisions of this 
Agreement by or for the benefit of the Company or the Rights Agent shall bind 
and insure to the benefit of their respective successors and assigns 
hereunder.

     Section 29.    Benefits of this Agreement.  Nothing in this Agreement 
shall be construed to give to any person or corporation other than the 
Company, the Rights Agent and the registered holders of the Right 
Certificates (and, prior to the Distribution Date, the Common Shares) any 
legal or equitable right, remedy or claim under this Agreement; but this 
Agreement shall be for the sole and exclusive benefit of the Company, the 
Rights Agent and the registered holders of the Right Certificates (and, prior 
to the Distribution Date, the Common Shares).

     Section 30.    Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, the remainder of the 
terms, provisions, covenants and restrictions of this Agreement shall remain 
in full force and effect and shall in no way be affected, impaired or 
invalidated.

     Section 31.    Governing Law.  This Agreement and each Right Certificate 
issued hereunder shall be deemed to be a contract made under the laws of the 
Commonwealth of Massachusetts and for all purposes shall be governed by and 
construed in accordance with the laws of such Commonwealth applicable to 
contracts to be made and performed entirely within such Commonwealth.

     Section 32.    Counterparts.  This Agreement may be executed in any 
number of counterparts and each of such counterparts shall for all purposes 
be deemed to be an original, and all such counterparts shall together 
constitute but one and the same instrument.

     Section 33.    Descriptive Headings.  Descriptive headings of the 
several Sections of this Agreement are inserted for convenience only and 
shall not control or affect the meaning or construction of any of the 
provisions hereof.

     Section 34.    Determinations and Actions by the Board of Trustees.  (a) 

For all purposes of this Agreement, any calculation of the number of Common 
Shares outstanding at any particular time, including for purposes of 
determining the particular percentage of such outstanding Common Shares of 
which any Person is the Beneficial Owner, shall be made in accordance with 
the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations 
under the Exchange Act.  The Board of Trustees of the Company shall have the 
exclusive power and authority to administer this Agreement and to exercise 
all rights and powers specifically granted to the Board or to the Company, or 
as may be necessary or advisable in the administration of this Agreement, 
including, without limitation, the right and power to (a) interpret the 
provisions of this Agreement, and (b) make all determinations deemed 
necessary or advisable for the administration of this Agreement (including a 
determination to redeem or not redeem the Rights or to amend the Agreement 
and any determination as to whether actions of any Person shall be such as to 
cause such Person to beneficially own shares held by another Person).  All 
such actions, calculations, interpretations and determinations (including, 
for purposes of clause (ii) below, all omissions with respect to the 
foregoing) which are done or made by the Board of Trustees of the Company in 
good faith, shall (i) be final, conclusive and binding on the Company, the 
Rights Agent, the holders of the Rights and all other parties, and (ii) not 
subject the Board of Trustees of the Company to any liability to the holders 
of the Rights.

     (b)  No Trustee or shareholder of the Company shall be held to any 
liability whatever for any obligation or for damages  or otherwise under this 
Agreement and such Agreement shall not be enforceable against any such 
Trustee in  their or his or her individual capacities or capacity.  This 
Agreement shall be enforceable against the Trustees only as such, and every 
person, firm, association, trust or corporation having any claim or demand 
arising under this Agreement and relating to the Company, its shareholders or 
its Trustees shall look solely to the trust estate of the Company for the 
payment or satisfaction thereof

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed as of the day and year first above written.

NORTHEAST UTILITIES




By/s/
Name:
Title:




NORTHEAST UTILITIES SERVICE COMPANY



By/s/
Name:
Title:



























EXHIBIT A TO EXHIBIT B TO FORM U-1


[Form of Right Certificate]


Certificate No. R-       Rights


NOT EXERCISABLE AFTER FEBRUARY 23, 2009 (SUBJECT TO EXTENSION) OR EARLIER IF 
REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.001 
PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.  
UNDER CERTAIN CIRCUMSTANCES RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON 
(AS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER MAY BECOME 
NULL AND VOID.


Right Certificate

NORTHEAST UTILITIES

     This certifies that                 , or registered assigns, is the 
registered owner of the number of Rights set forth above, each of which 
entitles the owner thereof, subject to the terms, provisions and conditions 
of the Rights Agreement, dated as of February 23, 1999, and as such agreement 
may be amended (the "Rights Agreement"), between Northeast Utilities, a 
Massachusetts voluntary association (the "Company"), and Northeast Utilities 
Service Company, a Connecticut corporation (the "Rights Agent"), to purchase 
from the Company at any time after the Distribution Date (as such term is 
defined in the Rights Agreement) and prior to 5:00 P.M., Hartford, 
Connecticut time, on February 23, 2009, subject to extension, at the 
principal office of the Rights Agent, or at the office of its successor as 
Rights Agent, one fully paid nonassessable (except as otherwise provided by 
any law applicable to the Company) common share, $5 par value (a "Common 
Share," and collectively "Common Shares"), of the Company, at a purchase 
price of $65.00 per Common Share (the "Purchase Price"), upon presentation 
and surrender of this Right Certificate with the Form of Election to Purchase 
duly executed.  The number of Rights evidenced by this Right Certificate (and 
the number of Common Shares which may be purchased upon exercise hereof) set 
forth above, and the Purchase Price set forth above, are the number and 
Purchase Price as of February 23, 1999, based on the Common Shares as 
constituted at such date.  As provided in the Rights Agreement, the Purchase 
Price and the number of Common Shares which may be purchased upon the 
exercise of the Rights evidenced by this Right Certificate are subject to 
modification and adjustment upon the happening of certain events.

     Upon the occurrence of a Section 11(a)(ii) Event (as such term is 
defined in the Rights Agreement), if the Rights evidenced by this Right 
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate 
or Associate of any such Acquiring Person (as such terms are defined in the 
Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate 
or Affiliate, or (iii) under certain circumstances specified in the Rights 
Agreement, a transferee of a person who concurrently with or after such 
transfer became an Acquiring Person, or an Affiliate or Associate of an 
Acquiring Person, such Rights shall become null and void and no holder hereof 
shall have any right with respect to such Rights from and after the 
occurrence of such Section 11(a)(ii) Event.

     This Right Certificate is subject to all of the terms, provisions and 
conditions of the Rights Agreement, which terms, provisions and conditions 
are hereby incorporated herein by reference and made a part hereof and to 
which Rights Agreement reference is hereby made for a full description of the 
rights, limitations of rights, obligations, duties and immunities hereunder 
of the Rights Agent, the Company and the holders of the Right Certificates.  
Copies of the Rights Agreement are on file at the principal executive offices 
of the Company and the above-mentioned offices of the Rights Agent.

     This Right Certificate, with or without other Right Certificates, upon 
surrender at the principal office of the Rights Agent, may be exchanged for 
another Right Certificate or Right Certificates of like tenor and date 
evidencing Rights entitling the holder to purchase a like aggregate number of 
Common Shares as the Rights evidenced by the Right Certificate or Right 
Certificates surrendered shall have entitled such holder to purchase.  If 
this Right Certificate shall be exercised in part, the holder shall be 
entitled to receive upon surrender hereof another Right Certificate or Right 
Certificates for the number of whole Rights not exercised.

     Subject to the provisions of the Rights Agreement, the Rights evidenced 
by this Right Certificate (i) may be redeemed by the Company at a redemption 
price of $.001 per Right or (ii) may be exchanged in whole or in part for 
Common Shares.  The Board of Trustees of the Company may, at its option, at 
any time after any Person becomes an Acquiring Person, but prior to such 
Person's acquisition of 50% or more of the outstanding Common Shares, 
exchange the Rights evidenced by this Right Certificate for Common Shares, at 
an exchange ratio of one Common Share per Right, subject to adjustment, as 
provided in the Rights Agreement.

     No fractional Common Shares will be issued upon the exercise of any 
Right or Rights evidenced hereby, but in lieu thereof a cash payment will be 
made, as provided in the Rights Agreement.

     No holder of this Right Certificate shall be entitled to vote or receive 
dividends or be deemed for any purpose the holder of the Common Shares or of 
any other securities of the Company which may at any time be issuable on the 
exercise hereof, nor shall anything contained in the Rights Agreement or 
herein be construed to confer upon the holder hereof, as such, any of the 
rights of a shareowner of the Company or any right to vote for the election 
of Trustees or upon any matter submitted to shareowners at any meeting 
thereof, or to give or withhold consent to any corporate action, or to 
receive notice of meetings or other actions affecting shareowners (except as 
provided in the Rights Agreement), or to receive dividends or subscription 
rights, or otherwise, until the Right or Rights evidenced by this Right 
Certificate shall have been exercised as provided in the Rights Agreement.

     This Right Certificate shall not be valid or obligatory for any purpose 
until it shall have been countersigned by the Rights Agent.

     WITNESS the facsimile signature of the proper officers of the Company 
and its corporate seal.  Dated as of               ,          .

ATTEST:                       NORTHEAST UTILITIES



                              By:/s/
                              Title:


Countersigned:

NORTHEAST UTILITIES SERVICE COMPANY



By:/s/
Authorized Signature


















[Form of Reverse Side of Right Certificate]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such 
holder desires to transfer the Right Certificate.)


     FOR VALUE RECEIVED                                  hereby sells, 
assigns and transfers unto                                  (Please print 
name and address of transferee) this Right Certificate, together with all 
right, title and interest therein, and does hereby irrevocably constitute and 
appoint                               Attorney, to transfer the within Right 
Certificate on the books of the within-named Company, with full power of 
substitution.

Dated:           , 

     
Signature



Signature Guaranteed:

CERTIFICATION

     The undersigned hereby certifies that the Rights evidenced by this Right 
Certificate are not beneficially owned by an Acquiring Person or an Affiliate 
or Associate thereof (as defined in the Rights Agreement).

     
                                   Signature

[Form of Reverse Side of Right Certificate -- continued]

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires 
to exercise the Right Certificate.)

To NORTHEAST UTILITIES:  

     The undersigned hereby irrevocably elects to exercise                
Rights represented by this Right Certificate to purchase the Common Shares 
issuable upon the exercise of such Rights and requests that certificates for 
such Common Shares be issued in the name of:

Please insert social security
 or other identifying number

     
(Please print name and address)
     

If such number of Rights shall not be all the Rights evidenced by this Right 
Certificate, a new Right Certificate for the balance remaining of such Rights 
shall be registered in the name of and delivered to:

Please insert social security
 or other identifying number

     
(Please print name and address)
     

Dated:             ,     

     
                                   Signature

Signature Guaranteed:

     Signatures must be guaranteed by a member firm of a registered national 
securities exchange, a member of the National Association of Securities 
Dealers, Inc., or a commercial bank or trust company having an office or 
correspondent in the United States.

Certification

     The undersigned hereby certifies that the Rights evidenced by this Right 
Certificate are not beneficially owned by an Acquiring Person or an Affiliate 
or Associate thereof (as defined in the Rights Agreement).
     
                                   Signature

     

NOTICE

     The signature in the foregoing Forms of Assignment and Election to 
Purchase must conform to the name as written upon the face of this Right 
Certificate in every particular, without alteration or enlargement or any 
change whatsoever.

     In the event the certification set forth above in the Form of Assignment 
or the Form of Election to Purchase, as the case may be, is not completed, 
the Company and the Rights Agent will deem the beneficial owner of the Rights 
evidenced by this Right Certificate to be an Acquiring Person or an Affiliate 
or Associate thereof (as defined in the Rights Agreement) and such Assignment 
or Election to Purchase will not be honored.
















EXHIBIT B TO EXHIBIT B TO FORM U-1

NORTHEAST UTILITIES

SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES

     On February 23, 1999, the Board of Trustees of Northeast Utilities (the 
"Company") declared a dividend of one common share purchase right (a "Right") 
for each outstanding common share, $5.00 par value (the "Common Shares"), of 
the Company, subject to receipt of necessary approval from the Securities and 
Exchange Commission under the Public Utility Holding Company Act of 1935.  
The dividend is payable upon the close of business on       , 1999 (the fifth 
business day after the date of such approval) to the shareowners of record on 
that date (the "Record Date").  Each Right entitles the registered holder to 
purchase from the Company one Common Share, at a price of $65.00 per Common 
Share, subject to adjustment (the "Purchase Price").  The description and 
terms of the Rights are set forth in a Rights Agreement (the "Rights 
Agreement") between the Company and Northeast Utilities Service Company, as 
Rights Agent (the "Rights Agent").

     Until the earlier to occur of (i) 10 days following a public 
announcement that a person or group of affiliated or associated persons 
(other than the Company, a subsidiary of the Company or an employee benefit 
plan of the Company or a subsidiary) (an "Acquiring Person") has acquired 
beneficial ownership of 15% or more of the outstanding Common Shares (the 
"Shares Acquisition Date") or (ii) 10 business days (or such later date as 
may be determined by action of the Company's Board of Trustees prior to such 
time as any person becomes an Acquiring Person) following the commencement 
of, or announcement of an intention to make, a tender offer or exchange offer 
the consummation of which would result in the beneficial ownership by a 
person or group (other than the Company, a subsidiary of the Company or an 
employee benefit plan of the Company or a subsidiary) of 15% or more of such 
outstanding Common Shares (the earlier of such dates being called the 
"Distribution Date"), the Rights will be evidenced, with respect to any of 
the Common Share certificates outstanding as of the Record Date, by such 
Common Share certificate.

     The Rights Agreement provides that, until the Distribution Date, the 
Rights will be transferred with and only with the Common Shares.  Until the 
Distribution Date (or earlier redemption or expiration of the Rights), new 
Common Share certificates issued after the Record Date, upon transfer or new 
issuance of Common Shares, will contain a notation incorporating the Rights 
Agreement by reference.  Until the Distribution Date (or earlier redemption 
or expiration of the Rights), the surrender for transfer of any certificates 
for Common Shares outstanding as of the Record Date, even without such 
notation, will also constitute the transfer of the Rights associated with the 
Common Shares represented by such certificate.  As soon as practicable 
following the Distribution Date, separate certificates evidencing the Rights 
("Right Certificates") will be mailed to holders of record of the Common 
Shares as of the close of business on the Distribution Date and such separate 
Right Certificates alone will evidence the Rights.

     The Rights are not exercisable until the Distribution Date.  The Rights 
will expire on February 23, 2009 (the "Final Expiration Date"), unless the 
Rights are earlier redeemed or exchanged by the Company, or the Rights 
Agreement is amended, in each case as described below.

     The Purchase Price payable, and the number of Common Shares or other 
securities or property issuable, upon exercise of the Rights are subject to 
adjustment from time to time to prevent dilution (i) in the event of a stock 
dividend on, or a subdivision, combination or reclassification of, the Common 
Shares, (ii) upon the grant to holders of the Common Shares of certain rights 
or warrants to subscribe for or purchase Common Shares at a price, or 
securities convertible into Common Shares with a conversion price, less than 
the then current market price of the Common Shares or (iii) upon the 
distribution to holders of the Common Shares of evidences of indebtedness or 
assets (excluding regular quarterly cash dividends or dividends payable in 
Common Shares) or of subscription rights or warrants (other than those 
referred to above).

     In the event that any person becomes an Acquiring Person (a "Flip-In 
Event"), holders of Rights (except as otherwise provided in the Rights 
Agreement) will thereafter have the right to receive upon exercise that 
number of Common Shares (or, in certain circumstances cash, property or other 
securities of the Company or a reduction in the Purchase Price) having a 
market value of two times the then current Purchase Price.  Notwithstanding 
any of the foregoing, following the occurrence of a Flip-In Event all Rights 
that are, or (under certain circumstances specified in the Rights Agreement) 
were, or subsequently become beneficially owned by an Acquiring Person, 
related persons and transferees will be null and void.

     In the event that, at any time following the Shares Acquisition Date, 
(i) the Company is acquired in a merger or other business combination 
transaction in which the Common Shares are exchanged for securities or other 
property or (ii) 50% or more of its consolidated assets or earning power are 
sold (the events described in clauses (i) and (ii) are herein referred to as 
"Flip-Over Events"), proper provision will be made so that holders of Rights 
(except Rights which have previously become void) will thereafter have the 
right to receive, upon the exercise thereof at the then current Purchase 
Price, that number of shares of common stock of the acquiring company which 
at the time of such transaction will have a market value of two times the 
then current Purchase Price.

     With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments require an adjustment of at least 1% in 
such Purchase Price.  No fractional Common Shares will be issued.  In lieu of 
fractional Common Shares, an adjustment in cash will be made based on the 
market price of the Common Shares on the last trading day prior to the date 
of exercise.

     The Purchase Price is payable by certified check, cashier's check, bank 
draft or money order or, if so provided by the Company, the Purchase Price 
following the occurrence of a Flip-In Event and until the first occurrence of 
a Flip-Over Event may be paid in Common Shares having an equivalent value.

     At any time after a person becomes an Acquiring Person and prior to the 
acquisition by such Acquiring Person of 50% or more of the outstanding Common 
Shares, the Board of Trustees of the Company may exchange the Rights (other 
than Rights owned by any Acquiring Person which have become void), in whole 
or in part, at an exchange ratio per Right of one Common Share (or other 
securities or asset having equivalent value) (subject to adjustment).

     At any time prior to the earlier of (1) 10 days after the first public 
announcement that any person has become an Acquiring Person and (ii) the date 
of final expiration of the Rights, the Board of Trustees of the Company may 
redeem the Rights in whole, but not in part, at a price of $.001 per Right 
(the "Redemption Price").  The redemption of the Rights may be made effective 
at such time, on such basis and with such conditions as the Board of Trustees 
in its sole discretion may establish.  Immediately upon any redemption of the 
Rights, the right to exercise the Rights will terminate and the only right of 
the holders of Rights will be to receive the Redemption Price.

     Other than provisions relating to certain principal economic terms of 
the Rights, the terms of the Rights may be amended by the Board of Trustees 
of the Company without the consent of the holders of the Rights, including an 
amendment to lower the threshold for exercisability of the Rights from 15% to 
not less than 10%, with appropriate exceptions for any person then 
beneficially owning a percentage of the number of Common Shares then 
outstanding equal to or in excess of the new threshold, except that from and 
after the Distribution Date no such amendment may adversely affect the 
interests of the holders of the Rights.  The Rights may also be amended to 
extend the expiration date thereof.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareowner of the Company, including, without limitation, the 
right to vote or to receive dividends.

     The Company has filed a copy of the Rights Agreement with the Securities 
and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A 
filed with respect to the Rights.  A copy of the Rights Agreement is also 
available free of charge from the Company.  This summary description of the 
Rights does not purport to be complete and is qualified in its entirety by 
reference to the Rights Agreement, which is hereby incorporated herein by 
reference.

EX-5

Exhibit F

March 3, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Northeast Utilities
          SEC File Number 70-

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service Company 
("NUSCO"), a service company affiliate of Northeast Utilities (the "Company", 
and collectively with NUSCO, the "Applicants"). I have acted as counsel for 
the Applicants in connection with their Form U-1 Application/Declaration 
("Declaration"), filed this date with the Securities and Exchange Commission 
("Commission") with respect to the proposed transactions described therein 
("Proposed Transactions"). In the Declaration, authority is requested for the 
Company to implement a shareholder rights plan ("Plan") and to enter into a 
related Rights Agreement ("Agreement") with NUSCO, in its capacity as 
transfer agent and registrar of the Company's shares. 

     As discussed more completely in the Declaration and the Plan filed as an 
exhibit to the Declaration, pursuant to the Plan, the Board of Trustees of 
the Company would declare a dividend distribution of one Right ("Right") for 
each outstanding share of the Company's Common Shares, $5.00 par value per 
share ("Common Shares") to stockholders of record at the close of business on 
the fifth business day after receipt of the authorization requested in the 
Declaration.

In connection with this opinion, I have examined or caused to be 
examined by counsel associated with or engaged by me, including counsel who 
are employed by NUSCO, originals or copies certified to my satisfaction of 
such corporate records of the Company, certificates of public officials and 
of officers of the Company, and agreements, instruments and other documents, 
as I have deemed necessary as a basis for the opinions expressed below.  In 
my examination of such agreements, instruments and documents, I have assumed 
the genuineness of all signatures, the authenticity of all agreements, 
instruments and documents submitted to me as originals, and the conformity to 
original agreements, instruments and documents of all agreements, instruments 
and documents submitted to me as certified, conformed or photostatic copies 
and the authenticity of the originals of such copies.

The opinions set forth herein are limited to the laws of the 
Commonwealth of Massachusetts and the federal laws of the United States.  I 
am a member of the bar of the State of New York.  I am not a member of the 
bar of the Commonwealth of Massachusetts, and do not hold myself out as an 
expert in the laws of such Commonwealth, although I have made a study of 
relevant laws of such Commonwealth.  In expressing opinions about matters 
governed by the laws of the Commonwealth of Massachusetts, I have consulted 
with counsel who are employed by NUSCO and are members of the bar of such 
Commonwealth.

I have assumed that the Proposed Transactions are carried out in 
conformity with the Securities Act of 1933 and the requisite authorizations, 
approvals, consents or exemptions under the securities laws of the various 
States and other jurisdictions of the United States.

Based upon and subject to the foregoing, and assuming that the Proposed 
Transactions are carried out in accordance with the Declaration, I am of the 
opinion that, when the Commission shall have entered an order forthwith 
granting the Declaration:

(a) all State laws applicable to the Proposed Transactions will have 
been complied with;

(b) the Company is validly organized and existing under the laws of the 
Commonwealth of Massachusetts;

(c) when issued pursuant to the Agreement, the Rights will be validly 
issued and the holders thereof will be entitled to the rights and 
privileges appertaining thereto set forth in the Rights Agreement; and

(d)  the consummation of the Proposed Transactions will not violate the 
legal rights of the holders of any securities issued by the Company or 
any associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the 
Declaration and in any proceedings before the Commission that may be held in 
connection therewith.

Very truly yours,
/s/Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company

EX-99

Exhibit H

FORM OF PROPOSED NOTICE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35-      /                     , 1999

Filings Under the Public Utility Holding Company Act of 1935 ("Act")

     Notice is hereby given that the following filing(s) has/have been made 
with the Commission pursuant to provisions of the Act and rules promulgated 
thereunder.  All interested persons are referred to the application(s) and/or 
declaration(s) for complete statements of the proposed transaction(s) 
summarized below.  The application(s) and/or declaration(s) and any 
amendment(s) thereto is/are available for public inspection through the 
Commission's Office of Public Reference.

     Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in writing by  
         
, 1998 to the Secretary, Securities and Exchange Commission, Washington, D.C. 
20549, and serve a copy on the relevant applicant(s) and/or declarant(s) at 
the address(es) specified below.  Proof of service (by affidavit or, in case 
of an attorney at law, by certificate) should be filed with the request.  Any 
request for hearing shall identify specifically the issues of fact or law 
that are disputed.  A person who so requests will be notified of any hearing, 
if ordered, and will receive a copy of any notice or order issued in the 
matter.  After said date, the application(s) and/or declaration(s), as filed, 
or as amended, may be granted and/or permitted to become effective.

Northeast Utilities, et al.
(70-       )

Northeast Utilities ("NU"), a registered holding company, located at 174 
Brush Hill Avenue, West Springfield, MA 01090-0010, and NU's wholly-owned 
subsidiary, Northeast Utilities Service Company ("NUSCO"), located at 107 
Selden Street, Berlin, Connecticut 06037, have filed an 
application/declaration under sections 6(a), 7, 9(a), 10 and 12(c) of the 
Act, and rule 42 thereunder.

     NU seeks authorization to implement a shareholder rights plan ("Plan") 
and to enter into a related Rights Agreement ("Agreement") with NUSCO acting 
in its capacity as transfer agent and register of the NU's shares ("Rights 
Agent"). To implement the Plan, the Board of Trustees of NU (the "Board") 
would declare a dividend distribution consisting of one common share purchase 
right (a "Right") for each of the outstanding common shares, $5.00 par value, 
of NU (the "Common Shares") to shareholders of record at the close of 
business on the fifth business day after the date of the approval by this 
Commission under the Act.  Each Right has an exercise price of $65.00, 
subject to adjustment (the "Exercise Price").  The Exercise Price will 
reflect the possible long-term value of the Common Shares over the life of 
the Rights.  The life of the Rights will be approximately 10 years.  NUSCO 
will perform its services under the Agreement at cost, determined in 
accordance with Rule 91

     A Right is not exercisable until the occurrence of certain "triggering" 
events.  The date upon which such events take place is the Distribution Date. 

The Distribution Date will not occur until the earlier of a certain time 
after (i) a person or affiliated group (the "Acquiring Person") has obtained 
beneficial ownership of 15% or more of the Common Shares or (ii) the 
commencement of a tender or exchange offer which would result in beneficial 
ownership by any person or affiliated group of 15% or more of the Common 
Shares.  Until a Right is exercisable, the Rights, as such, will not grant 
the holders thereof rights as  shareholders of NU.  

     Prior to the Distribution Date, the Rights are evidenced by the 
certificates for the underlying Common Shares.  Under the Agreement, until 
the Distribution Date, the Rights will be transferred with, and only with, 
the Common Shares.  Following the Distribution Date, the Rights Agent will 
mail separate Right Certificates to the holders of record of the Common 
Shares as of the close of business on the Distribution Date and such separate 
Right Certificates alone will evidence the Rights. 

     In the event that a person or group becomes an Acquiring Person, the 
other holders of Rights will have the right to receive upon their exercise 
that number of Common Shares (or, in certain circumstances cash, property or 
other securities of NU or a reduction of the Exercise Price) having a market 
value of two times the Exercise Price.  Rights which are, were or 
subsequently become beneficially owned by the Acquiring Person and certain 
other related persons will become null and void.  

     In the event that, at any time following the Distribution Date, (i) NU 
is acquired in a merger or other business combination transaction in which NU 
is not the surviving entity or in which the Common Shares are changed into 
stock of another person or other property or (ii) NU  sells or transfers 
assets or earning power aggregating more than 50% of its present assets or 
earning power to another person, each right will entitle the holder thereof 
(other than the Acquiring Person) to purchase that number of shares of the 
surviving company's stock which have at that time a market value of two times 
the Exercise Price.

     At any time prior to the close of business on the tenth day after a 
person or group becomes an Acquiring Person, NU may redeem the Rights in 
whole, but not in part, at a price of $.001 per Right.  In addition, any time 
after a person or group becomes an Acquiring Person and before such person 
owns 50% or more of the Common Shares, the Board has the option to exchange 
all or part of any Rights for Common Shares at a one-to-one exchange ratio.  
Rights held by the Acquiring Person may not participate in this exchange.


     For the Commission, by the Division of Investment Management, pursuant
to delegated authority.