<PAGE>
                     THIRTY-FOURTH AGREEMENT
            AMENDING NEW ENGLAND POWER POOL AGREEMENT


     THIS THIRTY-FOURTH AGREEMENT, dated as of September 1, 1997, is entered
into by the signatory Participants for the amendment by them of the New
England Power Pool Agreement dated as of September 1, 1971 (the "NEPOOL
Agreement"), as previously amended or proposed to be amended by thirty-one
amendments, the most recent of which was dated as of December 31, 1996 (the
"Thirty-Third Agreement"), and as further amended by one or more supplements.

     WHEREAS, on December 31, 1996, the New England Power Pool ("NEPOOL")
Executive Committee, on behalf of the NEPOOL Participants, filed with the
Federal Energy Regulatory Commission (the "Commission") a comprehensive
proposal to restructure NEPOOL and the New England wholesale electric power
market and to form an independent system operator that would have
responsibility for the operation of the NEPOOL Control Area and Control
Center, as well as the administration of the NEPOOL Agreement and the NEPOOL
open access transmission tariff ("Tariff"), which is an exhibit thereto.

     WHEREAS, on June 25, 1997, the Commission issued an order conditionally
approving the creation of an independent system operator for NEPOOL (the
"ISO"), New England Power Pool, Docket No. EC97-35-000, Order Conditionally
Authorizing Establishment of an Independent System Operator and Disposition of
Control over Jurisdictional Facilities (June 25, 1997) (the "Order");

     WHEREAS, certain of the conditions contained in the Order require
amendments to the  NEPOOL Agreement, as restated by the Thirty-Third
Agreement, and as amended by supplements dated, respectively, as of February
7, 1997 and June 1, 1997 (the "Restated NEPOOL Agreement"); and

     WHEREAS, the signatory Participants desire to amend the Restated NEPOOL
Agreement and the Tariff to comply with the requirements of the Order.

     NOW THEREFORE, the signatory Participants hereby agree as follows:

                            SECTION I
             AMENDMENTS TO RESTATED NEPOOL AGREEMENT

1.   Clause (b) of Section 1.12 of the Restated NEPOOL Agreement is amended
     to delete the words "on its system" so that the clause, as amended,
     reads as follows:

          (bc) kilowatthours of use by such Participant, plus


2.   Section 1.16 of the Restated NEPOOL Agreement is amended in its entirety
     to read as follows:

          "Entity" is any person or organization whether the
          United States of America or Canada or a state or
          province or a political subdivision thereof or a duly
          established agency of any of them, a private
          corporation, a partnership, an individual, an electric
          cooperative or any other person or organization
          recognized in law as capable of owning property and
          contracting with respect thereto that is either:

          (a)  engaged in the electric power business (the generation
               and/or transmission and/or distribution of electricity
               for consumption by the public or the purchase, as a
               principal or broker, of Installed Capability, Operable
               Capability, Energy, Operating Reserve, and/or AGC for
               resale); or

          (b)  an end user of electricity that is taking or eligible
               to take unbundled transmission service pursuant to a
               state requirement that the Participant that is the
               Transmission Provider with which that end user is
               directly interconnected offer the transmission
               service, or pursuant to a voluntary offer of unbundled
               transmission service to that end user by the
               Participant that is the Transmission Provider with
               which that end user is directly interconnected.


3.   Section 1.18 of the Restated NEPOOL Agreement is amended to delete the
     words "wholesale" and "for resale," so that the Section, as amended,
     reads as follows:

          "Firm Contract" is any contract, other than a Unit
          Contract, for the purchase of Installed Capability,
          Operable Capability, Energy, Operating Reserves,
          and/or AGC, pursuant to which the purchaser's right to
          receive such Installed Capability, Operable
          Capability, Energy, Operating Reserves, and/or AGC is
          subject only to the supplier's inability to make
          deliveries thereunder as the result of events beyond
          the supplier's reasonable control.


4.   Clause (c) of Section 1.44 of the Restated NEPOOL Agreement is amended
     in its entirety to read as follows:

          (c)  kilowatthours of use by such Participant,
               exclusive of use by such Participant for the
               operation and maintenance of its generating unit
               or units, plus

5.   Section 1.74 of the Restated NEPOOL Agreement is amended by changing
     "more than 50%" to "10% or more," so that the Section, as amended, reads
     as follows:

          "Related Person" of a Participant is either (i) a
          corporation, partnership, business trust or other
          business organization 10% or more of the stock or
          equity interest in which is owned directly or
          indirectly by, or is under common control with, the
          Participant, or (ii) a corporation, partnership,
          business trust or other business organization which
          owns directly or indirectly 10% or more of the stock
          or other equity interest in the Participant, or (iii)
          a corporation, partnership, business trust or other
          business organization 10% or more of the stock or
          other equity interest in which is owned directly or
          indirectly by a corporation, partnership, business
          trust or other business organization which also owns
          10% or more of the stock or other equity interest in
          the Participant.

6.   Section 1.79 of the Restated NEPOOL Agreement is amended to delete the
     words "wholesale" and "for resale," so that the Section, as amended,
     reads as follows:

          "System Contract" is any contract for the purchase of
          Installed Capability, Operable Capability, Energy,
          Operating Reserves and/or AGC, other than a Unit
          Contract or Firm Contract, pursuant to which the
          purchaser is entitled to a specifically determined or
          determinable amount of such Installed Capability,
          Operable Capability, Energy, Operating Reserves,
          and/or AGC.

7.   Section 1.84 of the Restated NEPOOL Agreement is amended to delete the
     word "wholesale," so that the Section, as amended, reads as follows:

          "Unit Contract" is a purchase contract pursuant to
          which the purchaser is in effect currently entitled
          either (i) to a specifically determined or
          determinable portion of the Installed Capability of a
          specific electric generating unit or units, or (ii) to
          a specifically determined or determinable amount of
          Operable Capability, Energy, Operating Reserves,
          and/or AGC if, or to the extent that, a specific
          electric generating unit or units is or can be
          operated.


8.   The introductory clause of Section 1.92 of the Restated NEPOOL Agreement
     is amended to delete the words "for resale," so that the introductory
     clause, as amended, reads in its entirety as follows:

          Definitions marked by an asterisk (*) are modified as
          follows when a Participant purchases a portion of its
          requirements of electricity from another Participant
          pursuant to a Firm Contract:

     and the introductory clause of subsection 1.92(b) is amended to replace
     "the electric needs of its customers" with "its electric needs," so that
     the introductory clause of that subsection, as amended, reads in its
     entirety as follows:

          If the Firm Contract does not limit deliveries to a
          specifically stated number of Kilowatts, but entitles the
          Participant to receive such amounts of electricity as it may
          require to supply its electric needs (thus placing the
          responsibility for meeting additional demands on the
          supplying Participant):

9.   The second paragraph of Section 3.1 of the Restated NEPOOL Agreement is
     amended to delete the requirement that an Entity engage or propose to
     engage in business in New England, so that the paragraph, as amended,
     reads in its entirety as follows:

          Any other Entity may, upon compliance with such reasonable
          conditions as the Management Committee may prescribe, become
          a Participant by depositing a counterpart of this Agreement
          as theretofore amended, duly executed by it, with the
          Secretary of the Management Committee, accompanied by a
          certified copy of a vote of its board of directors, or such
          other body or bodies as may be appropriate, duly authorizing
          its execution and performance of this Agreement, and a check
          in payment of the application fee described below.


                           SECTION II
                      AMENDMENTS TO TARIFF
                      --------------------

     Section 1.13 of the Tariff, as amended by the Second Supplement to the
Thirty-Third Agreement, dated as of June 1, 1997, is amended in its entirety
to read as follows:

     "Eligible Customer":  (i) Any Participant that is engaged, or proposes
     to engage, in the wholesale or retail electric power business is an
     Eligible Customer under the Tariff.  (ii) Any electric utility
     (including any power marketer), Federal power marketing agency, or any
     other entity generating electric energy for sale or for resale is an
     Eligible Customer under the Tariff; provided that electric energy sold
     or produced by such entity is electric energy produced in the United
     States, Canada or Mexico; and provided further, however, with respect to

<PAGE>
     transmission service that the Commission is prohibited from ordering by
     Section 212(h) of the Federal Power Act, such entity is eligible only if
     the service is provided pursuant to a state requirement that the
     Transmission Provider with which that entity is directly interconnected
     offer the transmission service, or pursuant to a voluntary offer of such
     service by the Transmission Provider with which that entity is directly
     interconnected.  (iii) Any end user of electricity which is taking or
     eligible to take unbundled transmission service pursuant to a state
     requirement that the Transmission Provider with which that end user is
     directly interconnected offer the transmission service, or pursuant to a
     voluntary offer of unbundled transmission service by the Transmission
     Provider with which that end user is directly interconnected, is an
     Eligible Customer under the Tariff.


                           SECTION III
                                   INTERIM END USER PROVISIONS
                  ---------------------------

     Portions of the Prior Agreement with respect to Capability
Responsibilities, central dispatch and interchange transactions continue in
effect and will not be fully superseded by the Restated NEPOOL Agreement until
the Second Effective Date.  In view of the difficulty of making these Prior
Agreement provisions applicable to end users prior to the Second Effective
Date, the provisions of the Prior Agreement that continue in effect shall not
be applicable to Participants that qualify as Entities solely under Section
1.16(b) of the Restated NEPOOL Agreement.  Until the Second Effective Date, or
such date established by the Management Committee or pursuant to an order of
the Commission: (i) the Load, Capability Responsibility, and obligations for
and rights to energy and operating reserve of the Participants shall be
calculated by the System Operator as if the Participants that qualify as
Entities solely under Section 1.16(b) were not Participants; (ii) the Voting
Shares of Participants that qualify as Entities solely under Section 1.16(b)
shall be determined as if such Participants did not have any Load, Generation
Ownership Shares, Transmission Ownership Shares, Annual Transmission Revenue
Requirements, or Energy Entitlements; and (iii) Participants that qualify as
Entities solely under Section 1.16(b) shall limit their electric power
arrangements within the NEPOOL Control Area to suppliers that:  (A) qualify as
Entities under Section 1.16(a) and (B) are either Participants or have entered
into contractual arrangements with a Participant to assure that such suppliers
have adequate power supply resources to meet their electric power requirements
and their share of the NEPOOL required operating reserves.

     If the Second Effective Date has not occurred on or before October 1,
1998, the provisions of this Section shall be of no further effect; provided,
however, that such provisions shall continue in effect after October 1, 1998
if (i) the Commission so orders pursuant to a request by the ISO, or (ii) the
Management Committee so establishes pursuant to a request by the ISO;
provided, further, that the Management Committee may not extend the
effectiveness of this Section beyond December 31, 1998.

                            SECTION IV

                    EFFECTIVENESS OF AGREEMENT
                    --------------------------

     Following its execution by the requisite number of Participants, this
Thirty-Fourth Agreement, and the amendments provided for above, shall become
effective on November 1, 1997, or on such later date as the Commission shall
provide that such amendments shall become effective; provided that such
amendments shall not become effective if the requisite number of Participants
give notice in accordance with Section 21.11 of the Restated NEPOOL Agreement
that they object to the amendments.

                            SECTION V

                      USAGE OF DEFINED TERMS
                      ----------------------

     The usage in this Thirty-Fourth Agreement of terms which are defined in
the NEPOOL Agreement shall be deemed to be in accordance with the definitions
thereof.

                            SECTION VI

                           COUNTERPARTS
                           ------------

     This Thirty-Fourth Agreement may be executed in any number of
counterparts and each executed counterpart shall have the same force and
effect as an original instrument as if all the parties to all the counterparts
had signed the same instrument.  Any signature page of this Thirty-Fourth
Agreement may be detached from any counterpart of this Thirty-Fourth Agreement
without impairing the legal effect of any signatures thereof, and may be
attached to another counterpart of this Thirty-Fourth Agreement identical in
form thereto but having attached to it one or more signature pages.

     IN WITNESS WHEREOF, each of the signatories has caused a counterpart
signature page to be executed by its duly authorized representative, as of
September 1, 1997.

THIRTY-FIFTH AGREEMENT      AMENDING
                NEW ENGLAND POWER POOL AGREEMENT


     THIS THIRTY-FIFTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of November 15, 1997, ("Thirty-Fifth Agreement") is entered into by
the signatory Participants to amend the New England Power Pool Agreement (the
"NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 ("Prior
NEPOOL Agreement") was amended and restated by the Thirty-Third Agreement
Amending New England Power Pool Agreement dated as of December 1, 1996 (the
"Thirty-Third Agreement") in the form of the Restated New England Power Pool
Agreement ("Restated NEPOOL Agreement") attached to the Thirty-Third Agreement
as Exhibit A thereto, but certain portions of the Prior NEPOOL Agreement,
including Section 9 thereof, have been continued in effect pending the
occurrence of the Second Effective Date; and

     WHEREAS, the first supplement to the Thirty-Third Agreement ("First
Supplement") dated as of February 7, 1997, among other things, corrected
various provisions of the Restated NEPOOL Agreement and the NEPOOL Open Access
Transmission Tariff ("Tariff") which is Attachment B to the Restated NEPOOL
Agreement; and

     WHEREAS, the second supplement to the Thirty-Third Agreement ("Second
Supplement") dated as of June 1, 1997, effected various changes in the
Restated NEPOOL Agreement and the Tariff, and proposed that the Installed
Capability provisions of Section 12 of the Restated NEPOOL Agreement supersede
Section 9 of the Prior NEPOOL Agreement on November 1, 1997, in advance of the
Second Effective Date; and

     WHEREAS, the third supplement to the Thirty-Third Agreement ("Third
Supplement") dated as of September 1, 1997, provided for an extension of a
standstill agreement with respect to the use of the transmission
interconnections between the NEPOOL Control Area and New York or New Brunswick
("Ties");

     WHEREAS, the Thirty-Fourth Agreement Amending New England Power Pool
Agreement dated as of September 1, 1997 (the "Thirty-Fourth Agreement")
further amended the Restated NEPOOL Agreement and the Tariff to comply with
requirements imposed by the Federal Energy Regulatory Commission
("Commission") in its Order issued June 25, 1997 in Docket No. EC97-35-000;
and

     WHEREAS, the fourth supplement to the Thirty-Third Agreement ("Fourth
Supplement") dated as of November 1, 1997, will amend the Restated NEPOOL
Agreement and the Tariff (i) to provide an interim treatment of congestion
costs, (ii) to add a new Part IIIA to the Tariff to specify additional rules
governing use of the Ties, and (iii) to make the other changes and corrections
specified therein; and

     WHEREAS, the Commission's Order issued October 29, 1997 (the "Order")
with respect to the Second and Third Supplements has suspended until April 1,
1998 the effectiveness of the Installed Capability provisions of Section 12 of
the Restated NEPOOL Agreement, but permitted effectiveness in the interim of a
change, from 16 months to one month, in the time period over which changes in
load are recognized in pool billings for installed capability obligations; and

     WHEREAS, the signatories hereto desire to implement the Order through a
compliance filing that amends the continuing Capability Responsibility
provisions of the Prior NEPOOL Agreement, which are to continue in effect
until April 1, 1998 and then be superseded by the Installed Capability
provisions of  Section 12 of the Restated NEPOOL Agreement, by modifying the
time period over which changes in load are recognized, and to make related
changes.

     NOW, THEREFORE, the signatory Participants agree as follows:

                           SECTION 1
               AMENDMENT TO PRIOR NEPOOL AGREEMENT

     1.1  Amendment to Section 9.2(a).  Section 9.2(a) of the Prior NEPOOL
Agreement is amended to read as follows:

          (a)  At the conclusion of each month commencing with November,
               1997, the Operations Committee shall determine for each
               Participant a fraction P in accordance with the following
               formula:

                    P =  B
                         -
    C

                        P    is the Participant's fraction for such month for
                             use under Section 9.2(b).

                        B    is the Participant's Adjusted Monthly Peak for
                             such month.

                        C    is the aggregate for the month of the Adjusted
                             Monthly Peaks for all Participants.

         1.2  Amendment of Section 9.2(b)(1).  The definitions of "Q" and "S" in
Section 9.2(b)(1) are amended to read as follows:

                        Q    for each month commencing with November, 1997,
                             is the value of the Participant's fraction for
                             the month as determined in accordance with
                             Section 9.2(a).

                        S    for each month commencing with November, 1997,
                             is equal to 1.00.

         1.3  Amendment of Section 9.4(a).  Section 9.4(a) is amended by
inserting the following additional paragraph at the end:

              Upon application by a Participant to the Management Committee, the
              Management Committee shall, if it finds that such Participant's
              deficiency for the month of November, 1997 was due in whole or in
              part to causes beyond the Participant's reasonable control, excuse
              the Participant from all or a specified portion of the Capability
              Responsibility adjustment charge for the month of November, 1997.

         1.4  Amendment of Section 15.7.  The definition of "Capability Period"
in Section 15.7 is amended to read as follows:

              15.7 "Capability Period" is a period of six months commencing
                   either on November 1 or May 1; provided that if any
                   computation to be made for purposes of Section 9 is to be
                   made with respect to a period which is shorter than six
                   months, "Capability Period" shall mean such shorter period
                   for purposes of such computation.

                           SECTION 2
                         MISCELLANEOUS

         2.1  Following execution by the requisite number of Participants in
              accordance with the Restated NEPOOL Agreement, this Thirty-Fifth
              Agreement shall become effective as of November 1, 1997 with
              respect to the computation of Capability Responsibilities for
              November, 1997 and subsequent months to and including March, 1998,
              or on such other date as the Commission shall provide that the
              amendments provided for in this Thirty-Fifth Agreement shall
              become effective; provided that such amendments shall not become
              effective if Participants having the requisite number of Voting
              Shares give notice in accordance with Section 21.11 of the
              Restated NEPOOL Agreement that they object to the amendments.

         2.2. Terms used in this Thirty-Fifth Agreement that are not defined
              herein shall have the meanings ascribed to them in the Thirty-
              Third Agreement.

         2.3. This Thirty-Fifth Agreement may be executed in any number of
              counterparts and each executed counterpart shall have the same
              force and effect as an original instrument and as if all the
              parties to all the counterparts had signed the same instrument.
              Any signature page of this Thirty-Fifth Agreement may be detached
              from any counterpart of this Thirty-Fifth Agreement without
              impairing the legal effect of any signatures thereof, and may be
              attached to another counterpart of this Thirty-Fifth Agreement
              identical in form thereto but having attached to it one or more
              signature pages.

         IN WITNESS WHEREOF, each of the signatories has caused a counterpart
signature page for this Thirty-Fifth Agreement to be executed by its duly
authorized representative as of November 15, 1997.