Exhibit 4.2(B)


 


SUPPLEMENTAL INDENTURE


 


Dated as of March 1, 2007


 


To


 


Indenture of Mortgage and Deed of Trust


 


Dated as of May 1, 1921


 


 


THE CONNECTICUT LIGHT AND POWER COMPANY


 


TO


 


DEUTSCHE BANK TRUST COMPANY AMERICAS


(f/k/a BANKERS TRUST COMPANY),


Trustee


 






 


% First and Refunding Mortgage Bonds, 2007 Series A,
due March 1, 2017


% First and Refunding Mortgage Bonds, 2007 Series B,
due March 1, 2037


 

















 


THE CONNECTICUT LIGHT AND POWER COMPANY

Supplemental Indenture, Dated as of March 1, 2007


 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
  Parties

  	
   

  	
  1

  
	
  Recitals

  	
   

  	
  1

  
	
  Granting Clauses

  	
   

  	
  3

  
	
  Habendum

  	
   

  	
  3

  
	
  Grant in Trust

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  FORM AND
  PROVISIONS OF BONDS OF 2007 SERIES A

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Designation; Amount

  	
  4

  
	
  SECTION 1.02.

  	
  Form of Bonds of 2007 Series A

  	
  4

  
	
  SECTION 1.03.

  	
  Provisions of Bonds of 2007 Series A; Interest Accrual

  	
  4

  
	
  SECTION 1.04.

  	
  Transfer and Exchange of Bonds of 2007 Series A

  	
  5

  
	
  SECTION 1.05.

  	
  Consent to Amendment and Restatement of Mortgage Indenture

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  FORM AND
  PROVISIONS OF BONDS OF 2007 SERIES B

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.01.

  	
  Designation; Amount

  	
  6

  
	
  SECTION 2.02.

  	
  Form of Bonds of 2007 Series B

  	
  6

  
	
  SECTION 2.03.

  	
  Provisions of Bonds of 2007 Series B; Interest Accrual

  	
  6

  
	
  SECTION 2.04.

  	
  Transfer and Exchange of Bonds of 2007 Series B

  	
  7

  
	
  SECTION 2.05.

  	
  Consent to Amendment and Restatement of Mortgage Indenture

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  REDEMPTION
  OF BONDS OF 2007 SERIES A AND BONDS OF 2007 SERIES B

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.01.

  	
  Redemption of Bonds of 2007 Series A

  	
  8

  
	
  SECTION 3.02.

  	
  Redemption of Bonds of 2007 Series B

  	
  8

  
	
  SECTION 3.03.

  	
  Definitions Applicable to Redemption Provisions

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
  MISCELLANEOUS

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 4.01.

  	
  Benefits of Supplemental Indenture and Bonds of 2007 Series A
  and Bonds of 2007 Series B

  	
  10

  
	
  SECTION 4.02.

  	
  Effect of Table of Contents and Headings

  	
  10

  
	
  SECTION 4.03.

  	
  Counterparts

  	
  10

  
	
   

  	
   

  	
   

  
	
  TESTIMONIUM

  	
  10

  
	
  SIGNATURES

  	
  11

  
	
  ACKNOWLEDGMENTS

  	
  11

  
	
   

  	
   

  	
   

  
	
  SCHEDULE A-1
  - Form of Bond of 2007 Series A, Form of Trustee’s Certificate

  	
   

  
	
  SCHEDULE A-2
  - Form of Bond of 2007 Series B, Form of Trustee’s Certificate

  	
   

  
	
  SCHEDULE B
  - Property Subject to the Lien of the Mortgage

  	
   

  



 


i

















 


SUPPLEMENTAL INDENTURE, dated as
of the first day of March, 2007 between THE CONNECTICUT LIGHT AND
POWER COMPANY, a corporation organized and existing under the laws
of the State of Connecticut (hereinafter called “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a BANKERS TRUST COMPANY),
a corporation organized and existing under the laws of the State of New York
(hereinafter called “Trustee”).


 


WHEREAS, the Company heretofore duly executed,
acknowledged and delivered to the Trustee a certain Indenture of Mortgage and
Deed of Trust dated as of May 1, 1921, and seventy-four Supplemental
Indentures thereto dated respectively as of May 1, 1921, February 1,
1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1,
1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1,
1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1,
1945, October 1, 1945, November 1, 1949, December 1, 1952, December 1,
1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1,
1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1,
1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1,
1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1,
1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1,
1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1,
1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1,
1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1,
1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1,
1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1,
1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1,
1994, October 1, 1994, June 1, 1996, January 1, 1997, May 1,
1997, June 1, 1997, June 1, 1997, May 1, 1998, May 1, 1998,
September 1, 2004, September 1, 2004, April 1, 2005 and June 1,
2006  (said Indenture of Mortgage and
Deed of Trust (i) as heretofore amended, being hereinafter generally
called the “Mortgage Indenture,” and (ii) together with said Supplemental
Indentures thereto, being hereinafter generally called the “Mortgage”), all of
which have been duly recorded as required by law, for the purpose of securing
its First and Refunding Mortgage Bonds (of which $931,845,000 aggregate
principal amount are outstanding at the date of this Supplemental Indenture) in
an unlimited amount, issued and to be issued for the purposes and in the manner
therein provided, of which Mortgage this Supplemental Indenture is intended to
be made a part, as fully as if therein recited at length;


 


WHEREAS, the Company by appropriate and sufficient
corporate action in conformity with the provisions of the Mortgage has duly
determined to create a further series of bonds under the Mortgage to be
designated “  % First and Refunding
Mortgage Bonds, 2007 Series A, due March 1, 2017” (hereinafter
generally referred to as the “bonds of 2007 Series A”), to consist of
fully registered bonds containing terms and provisions duly fixed and
determined by the Board of Directors of the Company and expressed in this
Supplemental Indenture, such fully registered bonds and the Trustee’s
certificate of its authentication thereof to be substantially in the forms
thereof respectively set forth in Schedule A-1
appended hereto and made a part hereof; and


 


WHEREAS, the execution and delivery of this
Supplemental Indenture and the issue of not in excess of One Hundred and Fifty
Million Dollars ($150,000,000) in aggregate principal amount of bonds of 2007 Series A
and other necessary actions have been duly authorized by the Board of Directors
of the Company; and


 


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WHEREAS, the Company by appropriate and sufficient
corporate action in conformity with the provisions of the Mortgage has duly
determined to create a further series of bonds under the Mortgage to be
designated “  % First and Refunding
Mortgage Bonds, 2007 Series B, due March 1, 2037” (hereinafter
generally referred to as the “bonds of 2007 Series B”), to consist of
fully registered bonds containing terms and provisions duly fixed and
determined by the Board of Directors of the Company and expressed in this
Supplemental Indenture, such fully registered bonds and the Trustee’s
certificate of its authentication thereof to be substantially in the forms
thereof respectively set forth in Schedule A-2
appended hereto and made a part hereof; and


 


WHEREAS, the execution and delivery of this
Supplemental Indenture and the issue of not in excess of One Hundred and Fifty Million
Dollars ($150,000,000) in aggregate principal amount of bonds of 2007 Series B
and other necessary actions have been duly authorized by the Board of Directors
of the Company; and


 


WHEREAS, the Company proposes to execute and deliver
this Supplemental Indenture to provide for the issue of the bonds of 2007 Series A
and the bonds of 2007 Series B and to confirm the lien of the Mortgage on
the property referred to below, all as permitted by Sections 401 and 1301 of
the Mortgage Indenture; and


 


WHEREAS, the Company has purchased, constructed or
otherwise acquired certain additional property not specifically described in
the Mortgage but which is and is intended to be subject to the lien thereof,
and proposes specifically to subject such additional property to the lien of
the Indenture at this time; and


 


WHEREAS, the Company proposes to execute and deliver
this Supplemental Indenture to provide for the issue of the bonds of 2007 Series A
and the bonds of 2007 Series B, to subject such additional property to the
lien of the Mortgage and to confirm the lien of the Mortgage on the Property
referred to below, all as permitted by Sections 401 and 1301 of the Mortgage
Indenture; and


 


WHEREAS, all acts and things necessary to constitute
this Supplemental Indenture a valid, binding and legal instrument and to make
the bonds of 2007 Series A and the bonds of 2007 Series B, when
executed by the Company and authenticated by the Trustee, valid, binding and
legal obligations of the Company have been authorized and performed;


 


2

















 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF
MORTGAGE AND DEED OF TRUST WITNESSETH:


 


That in order to secure the payment of the principal
of and interest on all bonds issued and to be issued under the Mortgage,
according to their tenor and effect, and according to the terms of the Mortgage
and this Supplemental Indenture, and to secure the performance of the covenants
and obligations in said bonds and in the Mortgage and this Supplemental
Indenture respectively contained, and for the better assuring and confirming
unto the Trustee, its successor or successors and its or their assigns, upon
the trusts and for the purposes expressed in the Mortgage and this Supplemental
Indenture, all and singular the hereditaments, premises, estates and property
of the Company thereby conveyed or assigned or intended so to be, or which the
Company may thereafter have become bound to convey or assign to the Trustee, as
security for said bonds (except such hereditaments, premises, estates and
property as shall have been disposed of or released or withdrawn from the lien
of the Mortgage and this Supplemental Indenture, in accordance with the
provisions thereof and subject to alterations, modifications and changes in
said hereditaments, premises, estates and property as permitted under the
provisions thereof), the Company, for and in consideration of the premises and
the sum of One Dollar ($1.00) to it in hand paid by the Trustee, the receipt
whereof is hereby acknowledged, and of other valuable considerations, has
granted, bargained, sold, assigned, mortgaged, pledged, transferred, set over,
aliened, enfeoffed, released, conveyed and confirmed, and by these presents
does grant, bargain, sell, assign, mortgage, pledge, transfer, set over, alien,
enfeoff, release, convey and confirm unto said Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company), as Trustee, and its successor or
successors in the trusts created by the Mortgage and this Supplemental
Indenture, and its and their assigns, all of said hereditaments, premises,
estates and property (except and subject as aforesaid), as fully as though
described at length herein, including, without limitation of the foregoing, the
property, rights and privileges of the Company described or referred to in Schedule B hereto.


 


Together with all plants, buildings, structures,
improvements and machinery located upon said real estate or any portion
thereof, and all rights, privileges and easements of every kind and nature
appurtenant thereto, and all and singular the tenements, hereditaments and
appurtenances belonging to the real estate or any part thereof described or
referred to in Schedule B or intended so to
be, or in any wise appertaining thereto, and the reversions, remainders, rents,
issues and profits thereof, and also all the estate, right, title, interest,
property, possession, claim and demand whatsoever, as well in law as in equity,
of the Company, of, in and to the same and any and every part thereof, with the
appurtenances; except and subject as aforesaid.


 


TO HAVE AND TO HOLD all and singular the property,
rights and privileges hereby granted or mentioned or intended so to be,
together with all and singular the reversions, remainders, rents, revenues,
income, issues and profits, privileges and appurtenances, now or hereafter
belonging or in any way appertaining thereto, unto the Trustee and its
successor or successors in the trust created by the Mortgage and this
Supplemental Indenture, and its and their assigns, forever, and with like
effect as if the above described property, rights and privileges had been
specifically described at length in the Mortgage and this Supplemental
Indenture.


 


Subject, however, to permitted liens, as defined in
the Mortgage Indenture.


 


3

















 


IN TRUST, NEVERTHELESS, upon the terms and trusts of
the Mortgage and this Supplemental Indenture for those who shall hold the bonds
and coupons issued and to be issued thereunder, or any of them, without
preference, priority or distinction as to lien of any of said bonds and coupons
over any others thereof by reason of priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject, however, to the
provisions in reference to extended, transferred or pledged coupons and claims
for interest set forth in the Mortgage and this Supplemental Indenture (and
subject to any sinking fund that may heretofore have been or hereafter be
created for the benefit of any particular series).


 


And it is hereby covenanted that all such bonds of 2007
Series A and bonds of 2007 Series B are to be issued, authenticated
and delivered, and that the mortgaged premises are to be held by the Trustee,
upon and subject to the trusts, covenants, provisions and conditions and for
the uses and purposes set forth in the Mortgage and this Supplemental Indenture
and upon and subject to the further covenants, provisions and conditions and
for the uses and purposes hereinafter set forth, as follows, to wit:


 


ARTICLE 1.


 


FORM AND PROVISIONS OF BONDS OF 2007 SERIES A


 


SECTION 1.01.                 Designation; Amount. 
The bonds of 2007 Series A shall be designated “   % First and Refunding Mortgage Bonds, 2007 Series A,
due March 1, 2017” and shall initially be authenticated in the aggregate
principal amount of One Hundred and Fifty Million Dollars ($150,000,000).  The initial issue of the bonds of 2007 Series A
may be effected upon compliance with the applicable provisions of the Mortgage
Indenture. Additional bonds of 2007 Series A, without limitation as to
amount, having the same terms and conditions as the bonds of 2007 Series A
(except for the date of original issuance, the initial interest payment date
and the offering price) may also be issued by the Company without the consent
of the holders of the bonds of 2007 Series A, pursuant to a separate
supplemental indenture related thereto. Such additional bonds of 2007 Series A
shall be part of the same series as the bonds of 2007 Series A.


 


SECTION 1.02.                 Form of Bonds of 2007 Series A.  The bonds of 2007 Series A shall be
issued only in fully registered form without coupons in denominations of One
Thousand Dollars ($1,000) and multiples thereof.


 


The bonds of 2007 Series A and the certificate of
the Trustee upon said bonds shall be substantially in the forms thereof
respectively set forth in Schedule A-1
appended hereto.


 


SECTION 1.03.                 Provisions of Bonds of 2007 Series A; Interest Accrual.  The bonds of 2007 Series A shall mature
on March 1, 2017, and shall bear interest, including on overdue interest, payable
semiannually on the first day of March and September of each year,
commencing September 1, 2007 at the rate specified in their title, until
the Company’s obligation in respect of the principal thereof shall be
discharged; and shall be payable both as to principal and interest at the
office or agency of the Company in the Borough of Manhattan, New York, New
York, in any coin or currency of the United States of America which at the time
of payment is legal tender for the payment of public and private debts.  The interest on the bonds of 2007 Series A,
whether in temporary or definitive form, shall be payable without presentation
of such


 


4

















 


bonds; and only to
or upon the written order of the registered holders thereof of record at the
applicable record date (as hereinafter defined).  The bonds of 2007 Series A shall be
callable for redemption in whole or in part according to the terms and
provisions herein in Article 3.


 


Each bond of 2007 Series A authenticated in
accordance with the terms of this Supplemental Indenture shall be dated as of March   ,
2007 and shall bear interest on the principal amount thereof from the interest
payment date next preceding the date of authentication thereof by the Trustee
to which interest has been paid on the bonds of 2007 Series A, or if the
date of authentication thereof is prior to September 1, 2007, then from March   , 2007, or if the date of authentication
thereof be an interest payment date to which interest is being paid or a date
between the record date for any such interest payment date and such interest
payment date, then from such interest payment date.  Interest on the bonds of 2007 Series A
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months, and with respect to any period less than a full month, on the basis of
the actual number of days elapsed in such period.


 


The person in whose name any bond of 2007 Series A
is registered at the close of business on any record date with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such bond upon any
registration of transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except that if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then such defaulted interest shall be paid to the person in whose
name such bond is registered on a subsequent record date for the payment of
defaulted interest if one shall have been established as hereinafter provided
and otherwise on the date of payment of such defaulted interest.  A subsequent record date may be established
by the Company by notice mailed to the owners of bonds of 2007 Series A
not less than ten (10) days preceding such record date, which record date
shall not be more than thirty (30) days prior to the subsequent interest
payment date. The term “record date” as used in this Section with respect
to any regular interest payment (i.e., March 1 or September 1) shall
mean the February 15 or August 15, as the case may be, next preceding
such interest payment date, or if such February 15 or August 15 shall
be a legal holiday or a day on which banking institutions in the Borough of
Manhattan, New York, New York are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.


 


SECTION 1.04.                 Transfer and Exchange of Bonds of 2007 Series A.  The bonds of 2007 Series A may be
surrendered for registration of transfer as provided in Section 305 of the
Mortgage Indenture at the office or agency of the Company in the Borough of
Manhattan, New York, New York, and may be surrendered at said office for
exchange for a like aggregate principal amount of bonds of 2007 Series A
of other authorized denominations. 
Notwithstanding the provisions of Section 305 of the Mortgage
Indenture, no charge, except for taxes or other governmental charges, shall be
made by the Company for any registration of transfer of bonds of 2007 Series A
or for the exchange of any bonds of 2007 Series A for bonds of other
authorized denominations.


 


5

















 


SECTION 1.05.                 Consent to Amendment and Restatement of Mortgage Indenture.  Each holder of a bond of 2007 Series A,
solely by virtue of its acquisition thereof, including as an owner of a
book-entry interest therein, shall have and be deemed to have consented,
without the need for any further action or consent by such holder, to the
amendment and restatement of the Mortgage Indenture in the form set forth in Schedule C to the Supplemental Indenture dated as of April 1,
2005.


 


ARTICLE 2.


 


FORM AND PROVISIONS OF BONDS OF 2007 SERIES B


 


SECTION 2.01.                 Designation; Amount. 
The bonds of 2007 Series B shall be designated “   % First and Refunding Mortgage Bonds, 2007 Series B,
due March 1, 2037” and, shall initially be authenticated in the aggregate
principal amount of One Hundred and Fifty Million Dollars ($150,000,000).  The initial issue of the bonds of 2007 Series B
may be effected upon compliance with the applicable provisions of the Mortgage
Indenture. Additional bonds of 2007 Series B, without limitation as to
amount, having the same terms and conditions as the bonds of 2007 Series B
(except for the date of original issuance, the initial interest payment date
and the offering price) may also be issued by the Company without the consent
of the holders of the bonds of 2007 Series B, pursuant to a separate
supplemental indenture related thereto. Such additional bonds of 2007 Series B
shall be part of the same series as the bonds of 2007 Series B.


 


SECTION 2.02.                 Form of Bonds of 2007 Series B.  The bonds of 2007 Series B shall be
issued only in fully registered form without coupons in denominations of One
Thousand Dollars ($1,000) and multiples thereof.


 


The bonds of 2007 Series B and the certificate of
the Trustee upon said bonds shall be substantially in the forms thereof
respectively set forth in Schedule A-2
appended hereto.


 


SECTION 2.03.                 Provisions of Bonds of 2007 Series B; Interest Accrual.  The bonds of 2007 Series B shall mature
on March 1, 2037, and shall bear interest, including on overdue interest, payable
semiannually on the first day of March and September of each year,
commencing September 1, 2007 at the rate specified in their title, until
the Company’s obligation in respect of the principal thereof shall be discharged;
and shall be payable both as to principal and interest at the office or agency
of the Company in the Borough of Manhattan, New York, New York, in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts.  The interest on the bonds of 2007 Series B,
whether in temporary or definitive form, shall be payable without presentation
of such bonds; and only to or upon the written order of the registered holders
thereof of record at the applicable record date (as hereinafter defined).  The bonds of 2007 Series B shall be
callable for redemption in whole or in part according to the terms and
provisions herein in Article 3.


 


Each bond of 2007 Series B authenticated in
accordance with the terms of this Supplemental Indenture shall be dated as of March   , 2007 and shall bear interest on the
principal amount thereof from the interest payment date next preceding the date
of authentication thereof by the Trustee to which interest has been paid on the
bonds of 2007 Series B, or if the date of authentication thereof is prior
to September 1, 2007, then from March      ,
2007, or if the


 


6

















 


date of authentication
thereof be an interest payment date to which interest is being paid or a date
between the record date for any such interest payment date and such interest
payment date, then from such interest payment date.  Interest on the bonds of 2007 Series B
shall be computed on the basis of a 360-day year consisting of twelve 30-day
months, and with respect to any period less than a full month, on the basis of
the actual number of days elapsed in such period.


 


The person in whose name any bond of 2007 Series B
is registered at the close of business on any record date with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such bond upon any
registration of transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except that if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then such defaulted interest shall be paid to the person in whose
name such bond is registered on a subsequent record date for the payment of
defaulted interest if one shall have been established as hereinafter provided
and otherwise on the date of payment of such defaulted interest.  A subsequent record date may be established
by the Company by notice mailed to the owners of bonds of 2007 Series B
not less than ten (10) days preceding such record date, which record date
shall not be more than thirty (30) days prior to the subsequent interest
payment date. The term “record date” as used in this Section with respect
to any regular interest payment (i.e., March 1 or September 1) shall
mean the February 15 or August 15, as the case may be, next preceding
such interest payment date, or if such February 15 or August 15 shall
be a legal holiday or a day on which banking institutions in the Borough of
Manhattan, New York, New York are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.


 


SECTION 2.04.                 Transfer and Exchange of Bonds of 2007 Series B.  The bonds of 2007 Series B may be
surrendered for registration of transfer as provided in Section 305 of the
Mortgage Indenture at the office or agency of the Company in the Borough of
Manhattan, New York, New York, and may be surrendered at said office for
exchange for a like aggregate principal amount of bonds of 2007 Series B
of other authorized denominations. 
Notwithstanding the provisions of Section 305 of the Mortgage
Indenture, no charge, except for taxes or other governmental charges, shall be
made by the Company for any registration of transfer of bonds of 2007 Series B
or for the exchange of any bonds of 2007 Series B for bonds of other
authorized denominations.


 


SECTION 2.05.                 Consent to Amendment and Restatement of Mortgage Indenture.  Each holder of a bond of 2007 Series B,
solely by virtue of its acquisition thereof, including as an owner of a
book-entry interest therein, shall have and be deemed to have consented,
without the need for any further action or consent by such holder, to the
amendment and restatement of the Mortgage Indenture in the form set forth in Schedule C to the Supplemental Indenture dated as of April 1,
2005.


 


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ARTICLE 3.


 


REDEMPTION OF BONDS OF 2007 SERIES A AND BONDS OF 2007
SERIES B


 


SECTION 3.01.                 Redemption of Bonds of 2007 Series A.  The bonds of 2007 Series A are subject
to redemption prior to maturity, as a whole at any time or in part from time to
time, in accordance with the provisions of the Mortgage, upon not less than
thirty (30) days and not more than sixty (60) days prior notice (which notice
may be made subject to the deposit of redemption moneys with the Trustee before
the date fixed for redemption) given by mail as provided in the Mortgage, at
the option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the bonds of 2007 Series A being redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (excluding the portion of any such interest accrued to the
redemption date), discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in Section 3.03), plus      basis
points, plus, in each case, accrued and unpaid interest on the principal amount
of the bonds being redeemed to the date of redemption (the “Redemption Date”).


 


So long as the bonds of 2007 Series A are
registered in the name of The Depository Trust Company, as depositary (“DTC”),
its nominee or a successor depositary, if the Company elects to redeem less
than all of the bonds of 2007 Series A, DTC’s practice is to determine by
lot the amount of the interest of each direct participant, in the bonds of 2007
Series A to be redeemed.  At all
other times, the Trustee shall draw by lot, in such manner as it deems
appropriate, the particular bonds of 2007 Series A, or portions of them,
to be redeemed.


 


Notice of redemption shall be given by mail to the
holders of bonds of 2007 Series A, which, as long as the bonds of 2007 Series A
are held in the book-entry only system, will be DTC, its nominee or a successor
depositary.  On and after the Redemption Date
(unless the Company defaults in the payment of the redemption price and
interest accrued thereon to such date), interest on the bonds of 2007 Series A,
or the portions of them so called for redemption, shall cease to accrue.


 


The bonds of 2007 Series A are not otherwise
subject to redemption.


 


SECTION 3.02.                 Redemption of Bonds of 2007 Series B.  The bonds of 2007 Series B are subject
to redemption prior to maturity, as a whole at any time or in part from time to
time, in accordance with the provisions of the Mortgage, upon not less than
thirty (30) days and not more than sixty (60) days prior notice (which notice
may be made subject to the deposit of redemption moneys with the Trustee before
the date fixed for redemption) given by mail as provided in the Mortgage, at
the option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the bonds of 2007 Series B being redeemed or (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon (excluding the portion of any such interest accrued to the
redemption date),  discounted to the date
of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus      basis
points, plus, in each case, accrued and unpaid interest on the principal amount
of the bonds of 2007 Series B being redeemed to the Redemption Date.


 


8

















 


So long as the bonds of 2007 Series B are
registered in the name of DTC, its nominee or a successor depositary, if the
Company elects to redeem less than all of the bonds of 2007 Series B, DTC’s
practice is to determine by lot the amount of the interest of each direct
participant, in the bonds of 2007 Series B to be redeemed.  At all other times, the Trustee shall draw by
lot, in such manner as it deems appropriate, the particular bonds of 2007 Series B,
or portions of them, to be redeemed.


 


Notice of redemption shall be given by mail to the
holders of bonds of 2007 Series B, which, as long as the bonds of 2007 Series B
are held in the book-entry only system, will be DTC, its nominee or a successor
depositary.  On and after the Redemption Date
(unless the Company defaults in the payment of the redemption price and
interest accrued thereon to such date), interest on the bonds of 2007 Series B
, or the portions of them so called for redemption, shall cease to accrue.


 


The bonds of 2007 Series B are not otherwise
subject to redemption.


 


SECTION 3.03.                 Definitions Applicable to Redemption Provisions.  As used in this Article 3:


 


“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having an
actual maturity comparable to the remaining term of the bonds of 2007 Series A
or the bonds of 2007 Series B being redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such bonds.


 


“Comparable Treasury Price” means with respect to any Redemption
Date (i) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (ii) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Independent Investment Banker” means an independent
investment banking institution of national standing appointed by the Company.


 


“Reference
Treasury Dealer” means any four primary U.S. Government securities dealers in
The City of New York selected by the Company..


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.,
New York time, on the third business day preceding such Redemption Date.


 


“Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  The


 


9

















 


Treasury Rate will be
calculated on the third business day preceding the date fixed for redemption.


 


ARTICLE 4.


 


MISCELLANEOUS


 


SECTION 4.01.                 Benefits of Supplemental Indenture and Bonds of 2007 Series A and Bonds
of 2007 Series B. 
Nothing in this Supplemental Indenture, or in the bonds of 2007 Series A
or the bonds of 2007 Series B, expressed or implied, is intended to or
shall be construed to give to any person or corporation other than the Company,
the Trustee and the holders of the bonds and interest obligations secured by
the Mortgage and this Supplemental Indenture, any legal or equitable right,
remedy or claim under or in respect of this Supplemental Indenture or of any
covenant, condition or provision herein contained.  All the covenants, conditions and provisions
hereof are and shall be for the sole and exclusive benefit of the Company, the
Trustee and the holders of the bonds and interest obligations secured by the
Mortgage and this Supplemental Indenture.


 


SECTION 4.02.                 Effect of Table of Contents and Headings.  The table of contents and the description
headings of the several Articles and Sections of this Supplemental Indenture
are inserted for convenience of reference only and are not to be taken to be
any part of this Supplemental Indenture or to control or affect the meaning,
construction or effect of the same.


 


SECTION 4.03.                 Counterparts.  For the
purpose of facilitating the recording hereof, this Supplemental Indenture may
be executed in any number of counterparts, each of which shall be and shall be
taken to be an original and all collectively but one instrument.


 


IN WITNESS WHEREOF, The
Connecticut Light and Power Company has caused these presents to be executed by
its Vice President and Treasurer and its corporate seal to be hereunto affixed,
duly attested by its Assistant Secretary, and Deutsche Bank Trust Company
Americas has caused these presents to be executed and its corporate seal to be
hereunto affixed by Deutsche Bank National Trust Company, its authorized
signatory, by two of its Assistant Vice Presidents, duly attested by a Vice
President, as of the day and year first above written.


 


[Remainder
of page intentionally left blank; signature pages follow]


 


10

















 


	
   

  	
   

  	
  THE CONNECTICUT
  LIGHT AND

  POWER COMPANY

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  Name: O. Kay Comendul

  	
   

  	
   

  	
  Name: Randy A.
  Shoop

  
	
  Title: Assistant
  Secretary

  	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
  (SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signed, sealed
  and delivered in the

  presence of:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


 


	
  STATE OF
  CONNECTICUT

  	
  )

  
	
   

  	
  ) ss.: Berlin

  
	
  COUNTY OF
  HARTFORD

  	
  )

  



 


On this  day of March,
2007 before me, ,           the undersigned officer,  personally appeared Randy A. Shoop and O. Kay
Comendul, who acknowledged themselves to be Vice President and Treasurer and
Assistant Secretary, respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY,
a corporation, and that they, as such Vice President and Treasurer and
Assistant Secretary, being authorized so to do, executed the foregoing
instrument for the purpose therein contained, by signing the name of the
corporation by themselves as Vice President and Treasurer and Assistant Secretary,
and as their free act and deed.


 


IN WITNESS WHEREOF, I hereunto
set my hand and official seal.


 


	
   

  	
   

  
	
   

  	
  Notary Public

  My commission expires

  
	
  (SEAL)

  	
   

  



 


11

















 


	
   

  	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY

  AMERICAS f/k/a
  BANKERS TRUST

  COMPANY, TRUSTEE

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DEUTSCHE BANK
  NATIONAL

  
	
  Name:

  	
   

  	
   

  	
  TRUST COMPANY,
  Authorized Signatory

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
  (SEAL)

  	
   

  	
   

  	
   

  	
  Signed, sealed
  and delivered in the

  presence of:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATE OF NEW
  YORK

  	
  )

  	
   

  	
   

  	
   

  
	
   

  	
  ) ss.:  New
  York

  	
   

  	
   

  	
   

  
	
  COUNTY OF NEW
  YORK

  	
  )

  	
   

  	
   

  	
   

  
										



 


 


On this         
day of March, 2007 before me,                   ,
the undersigned officer, personally appeared                     
and                   acknowledged themselves to be Assistant Vice
President and Assistant Vice President, respectively, of DEUTSCHE BANK NATIONAL
TRUST COMPANY, as authorized signatory for DEUTSCHE BANK TRUST COMPANY AMERICAS
f/k/a BANKERS TRUST COMPANY, a corporation, and that they, as such Assistant
Vice President and such Assistant Vice President, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as Assistant Vice President
and Assistant Vice President, and as their free act and deed.


 


IN WITNESS WHEREOF, I hereunto
set my hand and official seal.  


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  My commission expires

  
	
  (SEAL)

  	
   

  



 


12

















 


SCHEDULE A-1


 


[FORM OF BOND OF 2007 SERIES A]


 


No.                             $


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. 
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE MORTGAGE AND HEREIN, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT
IN LIMITED CIRCUMSTANCES.


 


Unless this Global Security is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to The Connecticut Light and Power Company or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


THE CONNECTICUT LIGHT AND POWER COMPANY


 


Incorporated under the Laws of the State of Connecticut


 


   %  FIRST AND REFUNDING MORTGAGE BOND, 2007 SERIES
A, DUE MARCH 1, 2017


 


PRINCIPAL DUE MARCH 1, 2017


 


FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER
COMPANY, a corporation organized and existing under the laws of the State of
Connecticut (hereinafter called the Company), hereby promises to pay to                                               ,
or registered assigns, the principal sum of                                           
dollars, on the first day of March, 2017 and to pay interest, including overdue
interest, on said sum, semiannually on the first days of March and September in
each year, commencing September 1, 2007 until the Company’s obligation
with respect to said principal sum shall be discharged, at the rate per annum
specified in the title of this bond from the interest payment date next
preceding the date of authentication hereof to which interest has been paid on
the bonds of this series, or if the date of authentication


 


13

















 


hereof is prior to September 1,
2007,  then from March   , 2007, or if the date of authentication
hereof is an interest payment date to which interest is being paid or a date
between the record date for any such interest payment date and such interest
payment date, then from such interest payment date.  Both principal and interest shall be payable
at the office or agency of the Company in the Borough of Manhattan, New York,
New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and private debts.


 


Interest on the bonds of 2007 Series A shall be
computed on the basis of a 360-day year consisting of twelve 30-day months, and
with respect to any period less than a full month, on the basis of the actual
number of days elapsed for such period.


 


Each installment of interest hereon (other than
overdue interest) shall be payable to the person who shall be the registered
owner of this bond at the close of business on the record date, which shall be
the February 15 or August 15, as the case may be, next preceding the
interest payment date, or, if such February 15 or August 15 shall be
a legal holiday or a day on which banking institutions in the Borough of
Manhattan, New York, New York, are authorized by law to close, the next
preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.


 


Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof, including without limitation
provisions in regard to the call and redemption and the registration of
transfer and exchangeability of this bond, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.


 


This bond shall not become or be valid or obligatory
until the certificate of authentication hereon shall have been signed by
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company and
hereinafter with its successors as defined in the Mortgage hereinafter referred
to, generally called the Trustee), or by such a successor.


 


14

















 


IN WITNESS WHEREOF, The Connecticut Light and Power
Company has caused this bond to be executed in its corporate name and on its
behalf by its                     
by his signature or a facsimile thereof, and its corporate seal to be affixed
or imprinted hereon and attested by the manual or facsimile signature of its                     .


 


Dated as of March   , 2007.


	
   

  	
  THE CONNECTICUT
  LIGHT AND

  	
   

  
	
   

  	
  POWER COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


15

















 


[FORM OF TRUSTEE’S CERTIFICATE]


 


Deutsche Bank Trust Company Americas hereby certifies
that this bond is one of the bonds described in the within mentioned Mortgage.


 


	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY

  
	
   

  	
  AMERICAS f/k/a
  BANKERS TRUST

  
	
   

  	
  COMPANY, TRUSTEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL

  
	
   

  	
   

  	
  TRUST COMPANY, Authorized

  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
  Dated
                            ,
  20

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Authorized Officer

  



 


16

















 


[FORM OF BOND]


 


[REVERSE]


 


THE CONNECTICUT LIGHT AND POWER COMPANY


 


  % FIRST AND REFUNDING MORTGAGE
BOND, 2007 SERIES A, DUE MARCH 1, 2017


 


This bond is one of an issue of bonds of the Company,
of an unlimited authorized amount of coupon bonds or registered bonds without
coupons, or both, known as its First and Refunding Mortgage Bonds, all issued
or to be issued in one or more series, and is one of a series of said bonds
limited in principal amount to One Hundred and Fifty Million Dollars ($150,000,000),
consisting only of registered bonds without coupons and designated “   % First and Refunding Mortgage Bonds, 2007 Series A,
due March 1, 2017” all of which bonds are issued or are to be issued
under, and equally and ratably secured by, a certain Indenture of Mortgage and
Deed and Trust dated as of May 1, 1921, and by seventy-five Supplemental
Indentures dated respectively as of May 1, 1921, February 1, 1924, July 1,
1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1,
1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1,
1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1,
1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1,
1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1,
1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1,
1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1,
1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1,
1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1,
1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1,
1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1,
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1,
1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1,
1993, February 1, 1994, February 1, 1994, June 1, 1994, October 1,
1994, June 1, 1996, January 1, 1997, May 1, 1997, June 1,
1997, June 1, 1997, May 1, 1998, May 1, 1998, September 1,
2004, September 1, 2004, April 1, 2005, June 1, 2006 and March 1,
2007 (said Indenture of Mortgage and Deed of Trust and Supplemental Indentures
being collectively referred to herein as the “Mortgage”), all executed by the
Company to Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, as
Trustee, all as provided in the Mortgage to which reference is made for a
statement of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds in respect thereof and the
terms and conditions upon which the bonds may be issued and are secured; but
neither the foregoing reference to the Mortgage nor any provision of this bond
or of the Mortgage shall affect or impair the obligation of the Company, which
is absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this bond as herein provided.  The principal of this bond may be declared or
may become due on the conditions, in the manner and at the time set forth in
the Mortgage, upon the happening of an event of default as in the Mortgage
provided. The Mortgage was amended and restated in its entirety on April 7,
2005 in the form set forth in Schedule C to the Supplemental Indenture
dated as of April 1, 2005.


 


This bond is transferable by the registered holder
hereof in person or by attorney upon surrender hereof at the office or agency
of the Company in the Borough of Manhattan, New York, New York, together with a
written instrument of transfer in approved form, signed by the


 


17

















 


holder, and a new bond or
bonds of this series for a like principal amount in authorized denominations
will be issued in exchange, all as provided in the Mortgage.  Prior to due presentment for registration of
transfer of this bond the Company and the Trustee may deem and treat the
registered owner hereof as the absolute owner hereof, whether or not this bond
be overdue, for the purpose of receiving payment and for all other purposes,
and neither the Company nor the Trustee shall be affected by any notice to the
contrary.


 


This bond is exchangeable at the option of the
registered holder hereof upon surrender hereof, at the office or agency of the
Company in the Borough of Manhattan, New York, New York, for an equal principal
amount of bonds of this series of other authorized denominations, in the manner
and on the terms provided in the Mortgage.


 


Bonds of this series are to be issued initially under
a book-entry only system and, except as hereinafter provided, registered in the
name of The Depository Trust Company, New York, New York (“DTC”) or its
nominee, which shall be considered to be the holder of all bonds of this series
for all purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and receipt
of notices and exercise of rights of holders of such bonds of this series.  There shall be a single bond of this series
which shall be immobilized in the custody of DTC with the owners of book-entry
interests in bonds of this series (“Book-Entry Interests”) having no right to
receive bonds of this series in the form of physical securities or
certificates.  Ownership of Book-Entry
Interests shall be shown by book-entry on the system maintained and operated by
DTC, its participants (the “Participants”) and certain persons acting through
the Participants.  Transfers of ownership
of Book-Entry Interests are to be made only by DTC and the Participants by that
book-entry system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the name of DTC or
its nominee.  DTC is to maintain records
of positions of Participants in bonds of this series, and the Participants and
persons acting through Participants are to maintain records of the purchasers
and owners of Book-Entry Interests.  If
DTC or its nominee determines not to continue to act as a depository for the
bonds of this series in connection with a book-entry only system, another
depository, if available, may act instead and the single bond of this series
will be transferred into the name of such other depository or its nominee, in
which case the above provisions will continue to apply to the new
depository.  If the book-entry only
system for bonds of this series is discontinued for any reason, upon surrender
and cancellation of the single bond of this series registered in the name of
the then depository or its nominee, new registered bonds of this series will be
issued in authorized denominations to the holders of Book-Entry Interests in
principal amounts coinciding with the amounts of Book-Entry Interests shown on
the book-entry system immediately prior to the discontinuance thereof.  Neither the Trustee nor the Company shall be
responsible for the accuracy of the interests shown on that system.


 


The bonds of 2007 Series A are subject to redemption
prior to maturity, as a whole at any time or in part from time to time, in
accordance with the provisions of the Mortgage, upon not less than thirty (30)
days and not more than sixty (60) days prior notice (which notice may be made
subject to the deposit of redemption moneys with the Trustee before the date
fixed for redemption) given by mail as provided in the Mortgage, at the option
of the Company, at a redemption price equal to the greater of (i) 100% of
the principal amount of the bonds being redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal


 


18

















 


and interest thereon (excluding
the portion of any such interest accrued to the redemption date), discounted to
the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day  months) at
the Treasury Rate, plus      basis points, plus, in each
case, accrued and unpaid interest on the principal amount of the bonds being
redeemed to the date of redemption (the “Redemption Date”).


 


“Comparable Treasury Issue” means the United State
Treasury security selected by an Independent Investment Banker as having an
actual maturity comparable to the remaining term of the bonds being redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such bonds.


 


“Comparable Treasury Price” means with respect to any
Redemption Date (i) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations.


 


“Independent Investment Banker” means an independent
investment banking institution of national standing appointed by the Company.


 


“Reference
Treasury Dealer” means any four primary U.S. Government securities dealers in
The City of New York selected by the Company.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.,
New York time, on the third business day preceding such Redemption Date.


 


“Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate will be calculated on the
third business day preceding the date fixed for redemption.


 


So long as the bonds are registered in the name of The
Depository Trust Company, as depositary (“DTC”), its nominee or a successor
depositary, if the Company elects to redeem less than all of the bonds, DTC’s
practice is to determine by lot the amount of the interest of each direct
participant, in the bonds of such series to be redeemed.  At all other times, the Trustee shall draw by
lot, in such manner as it deems appropriate, the particular bonds, or portions
of them, to be redeemed.


 


Notice of redemption shall be given by mail to the
holders of bonds, which, as long as the bonds are held in the book-entry only
system, will be DTC, its nominee or a successor depositary.  On and after the date fixed for redemption
(unless the Company defaults in the payment of the redemption price and
interest accrued thereon to such date), interest on the bonds of such series,
or the portions of them so called for redemption, shall cease to accrue.


 


19

















 


The Mortgage provides that the Company and the
Trustee, with consent of the holders of not less than 66-2/3% in aggregate
principal amount of the bonds at the time outstanding which would be affected
by the action proposed to be taken, may by supplemental indenture add any
provisions to or change or eliminate any of the provisions of the Mortgage or
modify the rights of the holders of the bonds and coupons issued thereunder;
provided, however, that without the consent of the holder hereof no such
supplemental indenture shall affect the terms of payment of the principal of or
interest or premium on this bond, or reduce the aforesaid percentage of the
bonds the holders of which are required to consent to such a supplemental
indenture, or permit the creation by the Company of any mortgage or pledge or
lien in the nature thereof ranking prior to or equal with the lien of the
Mortgage or deprive the holder hereof of the lien of the Mortgage on any of the
property which is subject to the lien thereof.


 


As set forth in the Supplemental Indenture
establishing the terms and series of the bonds of this series, each holder of a
bond of 2007 Series A, solely by virtue of its acquisition thereof,
including as an owner of a book-entry interest therein, has and has been deemed
to have consented, without the need for any further action or consent by such
holder, to the amendment and restatement of the Mortgage in the form set forth
in Schedule C appended to the Supplemental
Indenture dated as of April 1, 2005.


 


No recourse shall be had for the payment of the
principal of or the interest on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, to any incorporator, or
any past, present or future stockholder, officer or director of the Company,
either directly or indirectly, by virtue of any statute or by enforcement of
any assessment or otherwise, and any and all liability of the said
incorporators, stockholders, officers or directors of the Company in respect to
this bond is hereby expressly waived and released by every holder hereof.


 


20

















 


SCHEDULE A-2


 


[FORM OF BOND OF 2007 SERIES B]


 


No.                             $


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE MORTGAGE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE
ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE MORTGAGE AND HEREIN, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.


 


Unless this Global Security is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to The Connecticut Light and Power Company or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


THE CONNECTICUT LIGHT AND POWER COMPANY


 


Incorporated under the Laws of the State of Connecticut


 


  % FIRST AND REFUNDING MORTGAGE
BOND, 2007 SERIES B, DUE MARCH 1, 2037


 


PRINCIPAL DUE MARCH 1, 2037


 


FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER
COMPANY, a corporation organized and existing under the laws of the State of
Connecticut (hereinafter called the Company), hereby promises to pay to                                               ,
or registered assigns, the principal sum of                                           
dollars, on the first day of March, 2037 and to pay interest, including overdue
interest, on said sum, semiannually on the first days of March and September in
each year, commencing September 1, 2007 until the Company’s obligation
with respect to said principal sum shall be discharged, at the rate per annum
specified in the title of this bond from the interest payment date next
preceding the date of authentication hereof to which interest has been paid on
the bonds of this series, or if the date of authentication hereof is prior to September 1,
2007,  then from March   , 2007, or if the date of authentication
hereof is an interest payment date to which interest is being paid or a date
between the record


 


21

















 


date for any such
interest payment date and such interest payment date, then from such interest
payment date.  Both principal and
interest shall be payable at the office or agency of the Company in the Borough
of Manhattan, New York, New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts.


 


Interest on the bonds of 2007 Series B shall be
computed on the basis of a 360-day year consisting of twelve 30-day months, and
with respect to any period less than a full month, on the basis of the actual
number of days elapsed for such period.


 


Each installment of interest hereon (other than
overdue interest) shall be payable to the person who shall be the registered
owner of this bond at the close of business on the record date, which shall be
the February 15 or August 15, as the case may be, next preceding the
interest payment date, or, if such February 15 or August 15 shall be
a legal holiday or a day on which banking institutions in the Borough of
Manhattan, New York, New York, are authorized by law to close, the next preceding
day which shall not be a legal holiday or a day on which such institutions are
so authorized to close.


 


Reference is hereby made to the further provisions of
this bond set forth on the reverse hereof, including without limitation
provisions in regard to the call and redemption and the registration of
transfer and exchangeability of this bond, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.


 


This bond shall not become or be valid or obligatory
until the certificate of authentication hereon shall have been signed by
Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company and
hereinafter with its successors as defined in the Mortgage hereinafter referred
to, generally called the Trustee), or by such a successor.


 


22

















 


IN WITNESS WHEREOF, The Connecticut Light and Power
Company has caused this bond to be executed in its corporate name and on its
behalf by its                     
by his signature or a facsimile thereof, and its corporate seal to be affixed
or imprinted hereon and attested by the manual or facsimile signature of its                     .


 


 


Dated as of March   , 2007.


	
   

  	
  THE CONNECTICUT
  LIGHT AND

  POWER COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


23

















 


[FORM OF TRUSTEE’S CERTIFICATE]


 


Deutsche Bank Trust Company Americas hereby certifies
that this bond is one of the bonds described in the within mentioned Mortgage.


 


	
   

  	
  DEUTSCHE BANK
  TRUST COMPANY

  
	
   

  	
  AMERICAS f/k/a
  BANKERS TRUST

  
	
   

  	
  COMPANY, TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  DEUTSCHE BANK NATIONAL

  
	
   

  	
   

  	
  TRUST COMPANY, Authorized

  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Authorized Officer

  
	
  Dated
                            ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Authorized Officer

  



 


24

















 


[FORM OF BOND]


 


[REVERSE]


 


THE CONNECTICUT LIGHT AND POWER COMPANY


 


  % FIRST AND REFUNDING MORTGAGE
BOND, 2007 SERIES B, DUE MARCH 1, 2037


 


This bond is one of an issue of bonds of the Company,
of an unlimited authorized amount of coupon bonds or registered bonds without
coupons, or both, known as its First and Refunding Mortgage Bonds, all issued
or to be issued in one or more series, and is one of a series of said bonds
limited in principal amount to One Hundred and Fifty Million Dollars ($150,000,000),
consisting only of registered bonds without coupons and designated “  % First and Refunding Mortgage Bonds, 2007 Series B,
due March 1, 2037” all of which bonds are issued or are to be issued
under, and equally and ratably secured by, a certain Indenture of Mortgage and
Deed and Trust dated as of May 1, 1921, and by seventy-five Supplemental
Indentures dated respectively as of May 1, 1921, February 1, 1924, July 1,
1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1,
1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1,
1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1,
1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1,
1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1,
1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1,
1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1,
1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1,
1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1,
1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1,
1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1,
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1,
1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1,
1993, February 1, 1994, February 1, 1994, June 1, 1994, October 1,
1994, June 1, 1996, January 1, 1997, May 1, 1997, June 1,
1997, June 1, 1997, May 1, 1998, May 1, 1998, September 1,
2004, September 1, 2004, April 1, 2005, June 1, 2006 and March 1,
2007 (said Indenture of Mortgage and Deed of Trust and Supplemental Indentures
being collectively referred to herein as the “Mortgage”), all executed by the
Company to Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, as
Trustee, all as provided in the Mortgage to which reference is made for a
statement of the property mortgaged and pledged, the nature and extent of the
security, the rights of the holders of the bonds in respect thereof and the
terms and conditions upon which the bonds may be issued and are secured; but
neither the foregoing reference to the Mortgage nor any provision of this bond
or of the Mortgage shall affect or impair the obligation of the Company, which
is absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this bond as herein provided.  The principal of this bond may be declared or
may become due on the conditions, in the manner and at the time set forth in
the Mortgage, upon the happening of an event of default as in the Mortgage
provided. The Mortgage was amended and restated in its entirety on April 7,
2005 in the form set forth in Schedule C to the Supplemental Indenture
dated as of April 1, 2005.


 


This bond is transferable by the registered holder
hereof in person or by attorney upon surrender hereof at the office or agency
of the Company in the Borough of Manhattan, New York, New York, together with a
written instrument of transfer in approved form, signed by the


 


25

















 


holder, and a new bond or
bonds of this series for a like principal amount in authorized denominations
will be issued in exchange, all as provided in the Mortgage.  Prior to due presentment for registration of
transfer of this bond the Company and the Trustee may deem and treat the registered
owner hereof as the absolute owner hereof, whether or not this bond be overdue,
for the purpose of receiving payment and for all other purposes, and neither
the Company nor the Trustee shall be affected by any notice to the contrary.


 


This bond is exchangeable at the option of the registered
holder hereof upon surrender hereof, at the office or agency of the Company in
the Borough of Manhattan, New York, New York, for an equal principal amount of
bonds of this series of other authorized denominations, in the manner and on
the terms provided in the Mortgage.


 


Bonds of this series are to be issued initially under
a book-entry only system and, except as hereinafter provided, registered in the
name of The Depository Trust Company, New York, New York (“DTC”) or its
nominee, which shall be considered to be the holder of all bonds of this series
for all purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and receipt
of notices and exercise of rights of holders of such bonds of this series.  There shall be a single bond of this series
which shall be immobilized in the custody of DTC with the owners of book-entry
interests in bonds of this series (“Book-Entry Interests”) having no right to
receive bonds of this series in the form of physical securities or
certificates.  Ownership of Book-Entry
Interests shall be shown by book-entry on the system maintained and operated by
DTC, its participants (the “Participants”) and certain persons acting through
the Participants.  Transfers of ownership
of Book-Entry Interests are to be made only by DTC and the Participants by that
book-entry system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the name of DTC or its
nominee.  DTC is to maintain records of
positions of Participants in bonds of this series, and the Participants and
persons acting through Participants are to maintain records of the purchasers
and owners of Book-Entry Interests.  If
DTC or its nominee determines not to continue to act as a depository for the
bonds of this series in connection with a book-entry only system, another
depository, if available, may act instead and the single bond of this series
will be transferred into the name of such other depository or its nominee, in
which case the above provisions will continue to apply to the new
depository.  If the book-entry only
system for bonds of this series is discontinued for any reason, upon surrender
and cancellation of the single bond of this series registered in the name of
the then depository or its nominee, new registered bonds of this series will be
issued in authorized denominations to the holders of Book-Entry Interests in
principal amounts coinciding with the amounts of Book-Entry Interests shown on
the book-entry system immediately prior to the discontinuance thereof.  Neither the Trustee nor the Company shall be
responsible for the accuracy of the interests shown on that system.


 


The bonds of 2007 Series B are subject to
redemption prior to maturity, as a whole at any time or in part from time to
time, in accordance with the provisions of the Mortgage, upon not less than
thirty (30) days and not more than sixty (60) days prior notice (which notice
may be made subject to the deposit of redemption moneys with the Trustee before
the date fixed for redemption) given by mail as provided in the Mortgage, at
the option of the Company, at a redemption price equal to the greater of (i) 100%
of the principal amount of the bonds being redeemed or (ii) the sum of the
present values of the remaining scheduled payments of principal


 


26

















 


and interest thereon (excluding
the portion of any such interest accrued to the redemption date), discounted to
the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day  months) at
the Treasury Rate, plus   basis points,
plus, in each case, accrued and unpaid interest on the principal amount of the
bonds being redeemed to the date of redemption (the “Redemption Date”).


 


“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having an
actual maturity comparable to the remaining term of the bonds being redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such bonds.


 


“Comparable Treasury Price” means with respect to any
Redemption Date (i) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations.


 


“Independent Investment Banker” means an independent
investment banking institution of national standing appointed by the Company.


 


“Reference
Treasury Dealer” means any four primary U.S. Government securities dealers in
The City of New York selected by the Company.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Company, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Company by such Reference Treasury Dealer at 3:30 p.m.,
New York time, on the third business day preceding such Redemption Date.


 


“Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date.  The Treasury Rate will be calculated on the
third business day preceding the date fixed for redemption.


 


So long as the bonds are registered in the name of The
Depository Trust Company, as depositary (“DTC”), its nominee or a successor
depositary, if the Company elects to redeem less than all of the bonds, DTC’s
practice is to determine by lot the amount of the interest of each direct
participant, in the bonds of such series to be redeemed.  At all other times, the Trustee shall draw by
lot, in such manner as it deems appropriate, the particular bonds, or portions
of them, to be redeemed.


 


Notice of redemption shall be given by mail to the
holders of bonds, which, as long as the bonds are held in the book-entry only
system, will be DTC, its nominee or a successor depositary.  On and after the date fixed for redemption
(unless the Company defaults in the payment of the redemption price and
interest accrued thereon to such date), interest on the bonds of such series,
or the portions of them so called for redemption, shall cease to accrue.


 


27

















 


The Mortgage provides that the Company and the
Trustee, with consent of the holders of not less than 66-2/3% in aggregate
principal amount of the bonds at the time outstanding which would be affected
by the action proposed to be taken, may by supplemental indenture add any
provisions to or change or eliminate any of the provisions of the Mortgage or
modify the rights of the holders of the bonds and coupons issued thereunder;
provided, however, that without the consent of the holder hereof no such
supplemental indenture shall affect the terms of payment of the principal of or
interest or premium on this bond, or reduce the aforesaid percentage of the
bonds the holders of which are required to consent to such a supplemental
indenture, or permit the creation by the Company of any mortgage or pledge or
lien in the nature thereof ranking prior to or equal with the lien of the
Mortgage or deprive the holder hereof of the lien of the Mortgage on any of the
property which is subject to the lien thereof.


 


As set forth in the Supplemental Indenture
establishing the terms and series of the bonds of this series, each holder of a
bond of 2007 Series B, solely by virtue of its acquisition thereof,
including as an owner of a book-entry interest therein, has and has been deemed
to have consented, without the need for any further action or consent by such holder,
to the amendment and restatement of the Mortgage in the form set forth in Schedule C appended to the Supplemental Indenture dated
as of April 1, 2005.


 


No recourse shall be had for the payment of the
principal of or the interest on this bond, or any part thereof, or for any
claim based thereon or otherwise in respect thereof, to any incorporator, or
any past, present or future stockholder, officer or director of the Company,
either directly or indirectly, by virtue of any statute or by enforcement of
any assessment or otherwise, and any and all liability of the said
incorporators, stockholders, officers or directors of the Company in respect to
this bond is hereby expressly waived and released by every holder hereof.


 


28

















 


SCHEDULE B


 


[PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE]


 


29