EXHIBIT 10.5 NSTAR - RABBI TRUST.DOC
                              NSTAR

                  MASTER RABBI TRUST AGREEMENT

                              NSTAR
                  MASTER RABBI TRUST AGREEMENT



     This Agreement made as of the 25th day of August 1999, by
and between NSTAR (the "Company") and State Street Bank and Trust
Company (the "Trustee");

     WHEREAS, the Company and certain of its affiliates (each
such entity is hereinafter referred to as "Employer") have
adopted the nonqualified deferred compensation and supplemental
retirement plan(s) and other similar arrangements (the "Plan(s)")
listed from time to time in Appendix A; and

     WHEREAS, each Employer has incurred or expects to incur
liability under the terms of such Plan(s) with respect to its
employees (or trustees) and their beneficiaries participating in
such Plan(s); and

     WHEREAS, the Company wishes to establish this master trust
(hereinafter called the "Trust") under which separate sub-trusts
are to be established to secure the benefits of each Employer's
Plan participants and their beneficiaries under one or more Plans
(the "sub-trust"); and

     WHEREAS, each Employer will contribute to the Trust assets
that shall be held in sub-trusts, subject to the claims of only
that Employer's creditors in the event of an Employer's
insolvency, as herein defined, until paid to Plan participants
and their beneficiaries in such manner and at such times as
specified in the Plan(s); and

     WHEREAS, each Employer listed in Appendix B has adopted this
Trust and its sub-trusts for the benefit of its Plan participants
and their beneficiaries; and

     WHEREAS, it is the intention of the parties that this Trust
and the sub-trusts shall constitute an unfunded arrangement and
shall not affect the status of the Plan(s) as an unfunded plan
maintained for the purpose of providing deferred compensation for
a select group of management of highly compensated employees for
purposes of Title I of the Employee Retirement Income Security
Act of 1974; and

     WHEREAS, it is the intention of each Employer to make
contributions to the Trust and its sub-trusts to provide itself
with a source of funds to assist it in the meeting of its
liabilities under the Plan(s); and

     WHEREAS, it is the intention of the parties that
contributions (and attributable earnings) made by an Employer to
a sub-trust with respect to its obligations under a Plan shall be
available only to satisfy liabilities of such Employer under such
Plan; and
     WHEREAS, the Deferred Compensation Trust previously
established by Boston Edison Company under a trust agreement with
the Trustee dated February 2, 1993, as amended from time to time
(the "Edison Deferred Compensation Trust") is to be amended,
restated and merged with the Trust established under this
Agreement; and

     WHEREAS, it is now desirable to provide further protection
to the Plan participants and beneficiaries and to facilitate the
investment of the trust corpus;

     NOW, THEREFORE, the parties do hereby establish the Trust
and sub-trusts and agree that the Trust and sub-trusts shall be
comprised, held and disposed of as follows:

     Section 1.     Establishment of Trust; Contributions.

     (a)  The Edison Deferred Compensation Trust is hereby amended,
restated and merged with the Trust established under this Trust
Agreement, the assets of which shall become the initial principal
of the trust to be held, administered and disposed of by the
Trustee as provided in this Trust Agreement.  Except as otherwise
specifically provided in this Trust Agreement, reference to the
Trust shall include each sub-trust.  The Trustee shall hold,
manage, invest, and otherwise administer the Trust pursuant to
the terms of this Trust Agreement.  The Trustee shall be
responsible only for contributions actually received by it
hereunder.  Except as otherwise specifically agreed to by the
Trustee, the Trustee shall not be responsible for the
administration of any Plan (including without limitation the
determination of Plan participation rights of employees of an
Employer and the determination of benefits of the participants of
any Plan); provided, however, that upon a Change of Control, the
Trustee shall maintain participant Accounts as provided in
Section 2(b) hereof, and shall make payments to participants as
provided in Section 2(a) hereof.

     (b)  The Trust hereby established is irrevocable.

     (c)  The Trust is intended to be a grantor trust, of which each
Employer is the grantor, within the meaning of subpart E, part I,
subchapter J, chapter 1, subtitle A of the Internal Revenue Code
of 1986, as amended, and shall be construed accordingly.  Assets
of the trust held in a sub-trust with respect to the obligations
of an Employer under a Plan shall be available only to satisfy
liabilities of such Employer under such Plan.

     (d)  The principal of the trust and any earnings thereon shall be
held separate and apart from other funds of each Employer and
shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth.  Plan
participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of
the Trust.  Any rights created under the Plan(s) and this Trust
Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against an Employer.  Any
assets held by the Trust in a sub-trust with respect to the
obligations of an Employer under a Plan will be subject to the
claims of only that Employer's general creditors under federal
and state law in the event of insolvency, as defined in Section
3(a) hereof.

     (e)  Each Employer, in its sole discretion, may at any time, or
from time to time, make additional deposits of cash or other
property in trust with the Trustee to augment the principal to be
held, administered, and disposed of by the trustee as provided in
this Trust Agreement.  Except as otherwise provided following a
Change of Control, neither the Trustee nor any Plan participant
or beneficiary shall have any right to compel such additional
deposits.

     (f)  Notwithstanding any other provision to the contrary:

     Upon a Change of Control, each Employer shall, as soon as
possible, but in no event longer than 10 days following the
Change of Control, and in accordance with the applicable
provisions of the Plans, make an irrevocable contribution to the
Trust in an amount that is sufficient with monies already in the
Trust to pay each Plan participant or beneficiary to whom the
Employer is obligated under the Plan(s) 100% of the benefits to
which such participant or their beneficiary would be entitled as
of the close of business on the date on which the Change of
Control occurred under the then current terms of the Plan(s).

     After a Change of Control, each Employer shall, within 90
days following (i) each December 31 and (ii) the effective date
of any amendment to this Trust Agreement adding one or more
additional Plans or one or more additional Employers, make an
irrevocable contribution to the Trust in an amount that is
sufficient with monies already in the Trust to pay each Plan
participant or beneficiary to whom such Employer is obligated
under the Plan 100% of the benefits to which such participant or
beneficiary would be entitled pursuant to the terms of such Plan
as of said date.

     After a Change of Control, if an Employer has made payment
of benefits directly to Plan participants or their beneficiaries
as they become due, the Employer may request reimbursement from
the Trust for such payment, if said reimbursements would not
reduce the principal of the Trust and any earnings thereon held
by the Trustee immediately following said reimbursement below
100% of the benefits to which the participants or their
beneficiaries would be entitled pursuant to the terms of the
Plans.

     From time to time after a Change of Control, but while the
relevant Employers are not Insolvent, the Company may transfer
assets from a sub-trust which is overfunded to another sub-trust,
provided such transfer shall not render the first sub-trust under
funded.

     From time to time after a Change of Control, but while the
relevant Employers are not Insolvent, the Company may transfer
assets and participant accounts from the sub-trust for an
Employer to that of another Employer in the event that (i) a
participant has transferred between those Employers and (ii) the
new Employer has assumed responsibility for all benefits earned
to date, provided the amount of such transfer shall neither
exceed the related liabilities nor render the first sub-trust
underfunded.

     Section 2.     Payments to Plan Participants and Their
          Beneficiaries.

     (a)  The Company or its designee shall deliver to the Trustee a
schedule (the "Payment Schedule") that indicates the amounts
payable in respect to each Plan participant (and his or her
beneficiaries), that provides a formula or other instructions
acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or
available under the Plan(s)), and the time of commencement for
payment of such amounts.  Except as otherwise provided herein,
the Trustee or its agent shall make payments to the Plan
participants and their beneficiaries in accordance with such
Payment Schedule.  The Trustee shall make provision for the
reporting and withholding of any federal, state, or local taxes
that may be required to be withheld with respect to the payment
of benefits pursuant to the terms of the Plan(s) and shall pay
amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid
by each Employer.  The Trustee may rely on instructions from the
Company or its designee as to any required withholding or
payments made by the Company and shall be fully protected under
Sections 8 and 10 hereof in relying on such instructions.

     (b)  Notwithstanding the foregoing, upon a Change of Control, the
Trustee shall become responsible for the maintenance of a
separate account for each participant under each Plan and for the
periodic adjustments of such accounts.  The Trustee may select
and retain a third party administrator to maintain such accounts.
The full expense incurred by the Trustee in maintaining such
separate accounts shall be paid by the Company, and until so paid
shall constitute a charge upon the fund.

     (c)  The Company shall maintain and furnish the Trustee with such
reports, documents, and information as shall be required by the
Trustee to perform its duties and discharge its responsibilities
under this Trust Agreement, including without limitation a copy
of each of the Plans and any and all amendments thereto, and
written reports setting forth the name, address, date of birth,
and social security or tax identification number of each
participant and beneficiary, a listing of the adjusted value of
each separate account as of each valuation date prior to a Change
of Control, and a listing of each participant's accrued benefit
(determined as of the most recent December 31 or such other date
as may be determined by the Company prior to a Change of Control)
under each of the Plans.  The Trustee shall be entitled to rely
on the most recent reports, documents, and information furnished
to it by the Company.  The Company shall be required to notify
the Trustee as to the termination of employment of any
participant by death, retirement, or otherwise.  Notwithstanding
the foregoing, at any time after a Change of Control, the Trustee
may rely upon information provided to the Trustee by the
participant (or the beneficiary of a deceased participant).

     (d)  The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan(s) shall be determined
by his or her Employer or such party as it shall designate under
the Plan(s), and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan(s).

     (e)  An Employer may make payment of benefits directly to Plan
participants or their beneficiaries as they become due under the
terms of the Plan(s).  An Employer shall notify the Trustee of
its decision to make payment of benefits directly prior to the
time amounts are payable to participants or their beneficiaries.
An Employer which has made such payment of benefits directly to
participants or their beneficiaries may, prior to a Change of
Control and while the Employer is not Insolvent, request
reimbursement of such payments from the Trustee to the extent the
principal of the Trust and any earnings thereon then held by the
Trustee are sufficient to make such reimbursements.  In addition,
if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the
terms of the Plan(s), an Employer shall make the balance of each
such payment as it falls due.  The Trustee shall notify the
Company where principal and earnings are not sufficient to make a
requested reimbursement or to make payments of benefits that the
Trustee is directed to make.

     Section 3.     Payments to Trust Beneficiaries when An Employer
          Is Insolvent.

     (a)  The Trustee shall cease payment of benefits to an Employer's
Plan participants and their beneficiaries if the Employer is
Insolvent.  An Employer shall be considered "Insolvent" for
purposes of this Trust Agreement if (i) Employer is unable to pay
its debts as they become due, or (ii) Employer is subject to a
pending proceeding as a debtor under the United States Bankruptcy
Code.

     (b)  At all times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust in a sub-trust with respect to the obligations of an
Employer under a Plan shall be subject to claims of general
creditors of such Employer under federal and state law as set
forth below.

          (i)  The Board of Trustees and the Chief Executive Officer of an
Employer shall have the duty to inform the Trustee in writing of
the Employer's Insolvency.  If a person claiming to be a creditor
of an Employer alleges in writing to the Trustee that the
Employer has become Insolvent, the Trustee shall determine
whether the Employer is Insolvent and, pending such
determination, the Trustee shall discontinue payment of benefits
to the Employer's Plan participants or their beneficiaries.

          (ii) Unless the Trustee has actual knowledge of an Employer's
Insolvency, or has received notice from an Employer or a person
claiming to be a creditor alleging that the Employer is
Insolvent, the Trustee shall have no duty to inquire whether an
Employer is Insolvent.  The Trustee may in all events rely on
such evidence concerning an Employer's solvency as may be
furnished to the Trustee and which provides the Trustee with a
reasonable basis for making a determination concerning the
Employer's solvency.

          (iii)     If at any time the Trustee has determined that an
Employer is Insolvent, the Trustee shall discontinue payments to
the Employer's Plan participants or their beneficiaries and shall
hold these Plan assets of the Trust for the benefit of the
Employer's general creditors.  Nothing in this Trust Agreement
shall in any way diminish any rights of Plan participants or
their beneficiaries to pursue their rights as general creditors
of an Employer with respect to benefits due under the Employer's
Plan(s) or otherwise.

          (iv) The Trustee shall resume the payment of benefits to an
Employer's Plan participants or their beneficiaries in accordance
with Section 2 hereof only after the Trustee has determined that
Employer is not Insolvent (or is no longer Insolvent).

     (c)  Provided that there are sufficient assets, if the Trustee
discontinues the payment of benefits from the Trust pursuant to
Section 3(b) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the
aggregate amount of all payments due the Plan participants or
their beneficiaries under the terms of the Plan(s) for the period
of such discontinuance, less the aggregate amount of any payment
made to Plan participants or their beneficiaries by the Employer
in lieu of the payments provided for hereunder during any such
period of discontinuance.

     Section 4.     Payments to Employer; Transfers Between Sub-
          trusts.

     (a)  Except as provided in Section 3 hereof, the Employer shall
have no right or power to direct the Trustee to return to the
Employer or to divert to others any of the Trust assets before
all payment(s) of benefits have been made to Plan participants
and their beneficiaries pursuant to the terms of the Plan(s).

     (b)  From time to time, prior to a Change of Control and while
the relevant Employers are not Insolvent, the Company may
transfer assets from a sub-trust which is overfunded to another
sub-trust.

     (c)  From time to time, prior to a Change of Control and while
the relevant Employers are not Insolvent, the Company may
transfer assets and participant accounts from the sub-trust for
an Employer to that of another Employer in the event that (i) a
participant has transferred between Employers and (ii) the new
Employer has assumed responsibility for all benefits earned to
date.

     Section 5.     Investment Authority.

     (a)  The Company shall be responsible for directing the Trustee
regarding the investment of Trust assets.  The Company may from
time to time, however, appoint one or more investment managers to
direct the Trustee regarding the investment of all or a portion
of the Trust assets.  The Company may from time to time direct
the Trustee to purchase shares of the Company for one or more
Plan participants whom the Company may from time to time specify
and may direct that shares of the Company held in Trust be voted
in proportion to the instructions of those Plan participants whom
the Company may from time to time specify.  The Company may also
permit Plan participants to express a preference for investments
for their own accounts under a Plan from among available
investment alternatives selected by the Company for an investment
manager.  Any selection, direction or instruction under this
paragraph shall be on a form acceptable to the Trustee and the
Company and, except for an investment direction made by an
investment manager, shall be considered to be a selection,
direction or instruction made by the Company for all purposes
under this Trust Agreement.  The Company agrees to indemnify the
Trustee against all liabilities (including without limitation
attorneys' fees) resulting from such selections, directions or
instructions other than those resulting from the Trustee's own
negligence.

     (b)  In the absence of selections, directions or instructions
specified in Section 5(a), the Trustee will invest and reinvest
the principal and income of the Trust and keep the Trust
invested, without distinction between principal and income, in
any and all common stocks, preferred stocks, bonds, notes,
debentures, mortgages, equipment, trust, certificates, investment
trust certificates, mutual fund investments, contracts of
insurance, real and personal property wherever situated, and in
such other property, investments, and securities of any kind,
class, or character as the Trustee may deem suitable for the
Trust, and such investment and reinvestment shall not be
restricted to properties and securities authorized for investment
by the Trustees under any present of future law.  Insurance
policies or annuity contracts may be purchased only by the
Trustee at the direction of the Company.  The Trustee, in its
discretion, may keep such portion of the Trust in cash or cash
balances as the Trustee may from time to time deem to be in the
best interests of the Trust and the persons interested therein.

     Section 6.     Disposition of Income.

     During the term of this Trust, all income received by the
Trust, net of expenses and taxes shall be accumulated and
reinvested.

     Section 7.     Accounting by Trustee; Reports.

     (a)  The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records for each
subtrust as shall be agreed upon in writing between the Company
and the Trustee, and such other participant records as are
contemplated by this Trust Agreement, including the maintenance
of the separate Accounts of each participant under this Trust
Agreement after a Change of Control.  Within 60 days following
the close of each calendar year and within 60 days after the
removal or resignation of the Trustee, the Trustee shall deliver
to the Company a written account of its administration of the
Trust during such year or during the period from the close of the
last preceding year to the date of such removal or resignation,
setting forth all investments, receipts, disbursements, and other
transactions effected by it, including a description of all
securities and investments purchased and sold with the cost or
net proceeds of such purchases or sales (accrued interest paid or
receivable being shown separately), and showing all cash,
securities, and other property held in the Trust at the end of
such year or as of the date of such removal or resignation, as
the case may be.  The Trustee shall, from time to time, furnish
such records as are contemplated by this Trust Agreement as the
Company may reasonably request.  After a Change of Control, the
Trustee shall also prepare and distribute participants' annual
statements.

     (b)  The Company shall arrange for each investment manager and
each insurance company issuing contracts held by the Trustee to
furnish the Trustee with such valuations and reports as are
necessary to enable the Trustee to fulfill its obligations under
this Trust Agreement, and the Trustee shall be fully protected in
relying upon such valuations and reports.

     Section 8.     Responsibility of Trustee.

     (a)  The Trustee shall act with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims; provided, however, that the Trustee shall incur
no liability to any person for any action taken pursuant to a
direction, request, or approval given by the Company or an
investment manager which is contemplated by, and in conformity
with, the terms of the Plan(s) or this Trust is given in writing
by the Company or the investment manager or for any failure to
take any action in the absence of such a direction, request or
approval.

     (b)  The Trustee shall have the right to apply at any time to a
court of competent jurisdiction for the judicial settlement of
the Trustee's account, and in any case it shall be necessary to
join as parties thereto only the Trustee and the Company; and any
judgment or decree which may be entered therein shall be
conclusive upon all persons having or claiming to have any
interest in the fund or under a Plan.

     (c)  The Trustee may consult with legal counsel (who may also be
counsel for an Employer generally) with respect to any of its
duties or obligations hereunder and shall be fully protected in
acting or refraining from acting in accordance with the advice of
such counsel.

     (d)  The Trustee may hire agents, accountants, actuaries,
investment, advisors, financial consultants or other
professionals to assist it in performing any of its duties or
obligations hereunder.

     (e)  The Trustee shall have, without exclusion, all powers
conferred on the Trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, the Trustee
shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion
of the policy to a different form) other than to a successor
Trustee, or loan to any person the proceeds of any borrowing
against such policy.

     (f)  However, notwithstanding the provisions of Section 8(e)
hereof, the Trustee may loan to Employer the proceeds of any
borrowing against an insurance policy held as an asset of the
Trust.

     (g)  Notwithstanding any powers granted to the Trustee pursuant
to this Trust Agreement or to applicable law, the Trustee shall
not have any power that could give this Trust the objective of
carrying on a business and dividing the gains therefrom, within
the meaning of Section 301.7701-2 of the Procedure and
Administration Regulations promulgated pursuant to the Internal
Revenue Code.

     Section 9.     Trustee's Powers.

     Subject to the provisions of Section 8 hereof, the Trustee
shall have the following powers, rights, and duties in addition
to those vested in it elsewhere in this Trust Agreement or by
law, which shall be exercised upon direction of the Company or by
the Trustee itself pursuant to a separate written agreement
appointing the Trustee as an investment manager:

     (a)  to purchase or subscribe for any securities or other
property;

     (b)  to sell, exchange, mortgage, or lease any of the assets of
the Trust fund;

     (c)  to make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the
powers herein granted;

     (d)  to vote upon any stocks, bonds, or other securities; to give
general or special proxies or powers of attorney with or without
power of substitution; to exercise any conversion privileges,
subscription rights, or other options and to make any payments
incidental thereto; to consent to or otherwise participate in
corporate reorganizations or other changes affecting corporate
securities and to delegate discretionary powers and to pay any
assessments or charges in connection therewith, and generally to
exercise any of the powers of an owner with respect to stocks,
bonds, securities, or other property held in the Trust fund;

     (e)  to hold securities in the name of any one or more nominees
and to deposit securities with stock clearing corporations or
depositaries;

     (f)  to settle, compromise, adjust, or submit to arbitration any
and all claims, debts or damages due or owing to or from the
Trust, to commence or defend suits or legal proceedings whenever,
in the judgment of the Trustee, any interests of the Trust
require it, and to represent the Trust in all suits or legal
proceedings in any court of law or equity or before any other
body or tribunal;

     (g)  to delegate, if properly directed in writing by the Company,
any of the Trustee's functions under this Trust Agreement;

     (h)  to perform all acts which the Trustee shall deem necessary
or appropriate and exercise any and all powers and authority of
the Trustee under this Trust Agreement;

     (i)  to keep any portion of the Trust fund in cash (cash received
or held by the Trustee shall be deposited by the Trustee in its
own savings deposit accounts, in a liquid money market account
selected by the Trustee, or in the savings deposit accounts of
any of its affiliates, that bear a reasonable rate of interest);
and

     (j)  to maintain the separate subtrusts within the Trust
(separate accounting to be for such purposes, among others, as
recording:  contributions and income thereon by Employers,
allocations between various Plans, and allocations among specific
individuals participating in Plans).

     Section 10.    Liabilities of Trustee; Indemnification.

     (a)  The Trustee hereby agrees to be responsible to each Employer
for any expense, loss, or damage resulting from its negligent or
willful failure to follow the provisions of this Trust Agreement,
from its negligent or willful failure to follow the directions of
the Company or an investment manager, or from its negligent
selection of a suitable agent or agents.

     (b)  The Company for itself and as agent of each Employer hereby
agrees to indemnify the Trustee for any expense, loss, or damage
resulting from claims hereunder (including those of participants
and beneficiaries) that result from following proper written
directions of the Company or an investment manager appointed
pursuant to Section 5 hereof, or for performing acts in
accordance with this Trust Agreement.  The indemnification under
this paragraph will not apply to an expense, loss or damage
resulting from the Trustee's own negligence.

     (c)  The liability of the Trustee and the Company, respectively,
under this Section 10 is limited to direct and foreseeable
damages arising from an act or omission for which the Trustee or
the Company would be responsible in accordance with the terms of
this Trust Agreement.  It is not intended that liability extend
to speculative or consequential damages.

     (d)  The Trustee shall not be liable if the assets held in the
Trust fund at any time are insufficient to pay all liabilities
then outstanding of the Trust or of any Plan.

     Section 11.    Compensation and Expenses of Trustee.

     (a)  The Company shall pay all agreed upon administrative and
Trustee's fees and expenses.  If not so paid, such fees and
expenses shall be paid from the Trust.

     (b)  After a Change of Control, all payments to, or
reimbursements of, the Trustee pursuant to this Section 11 may be
made without approval or direction of the Company.

     Section 12.    Resignation and Removal of Trustee.

     (a)  The Trustee may resign at any time by written notice to the
Company, which shall be effective 30 days after receipt of such
notice unless the Company and the Trustee agree otherwise.

     (b)  The Trustee may be removed by the Company on 30 days' notice
or upon shorter notice accepted by the Trustee.

     (c)  Upon a Change of Control, the Trustee may not be removed by
the Company for two years.

     (d)  If the Trustee resigns within two years after a Change of
Control, the Company shall apply to a court of competent
jurisdiction for the appointment of a successor Trustee or for
instructions.

     (e)  Upon resignation or removal of the Trustee and appointment
of a successor Trustee, all assets shall subsequently be
transferred to the successor Trustee.  The transfer shall be
completed within 60 days after receipt of notice of resignation,
removal or transfer, unless the Company extends the time limit.

     (f)  If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 13 hereof, by the effective
date of resignation or removal under paragraph(s) (a) or (b) of
this Section 12.  If no such appointment has been made, the
Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions.  All reasonable
expenses of the Trustee in connection with the preceding shall be
allowed as administrative expenses of the Trust.

     Section 13.    Appointment of Successor Trustee.

     If the Trustee resigns or is removed in accordance with
Section 12(a) or (b) hereof, the Company may appoint any third
party, such as a bank trust department or other party that may be
granted corporate trustee powers under state law, as a successor
to replace the Trustee upon resignation or removal.  The
appointment shall be effective when accepted in writing by the
new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust assets.
The former Trustee shall execute any instrument necessary or
reasonably requested by the Company or the successor Trustee to
evidence the transfer.

     Section 14.    Amendment or Termination.

     (a)  This Trust Agreement may be amended by a written instrument
executed by the Trustee and the Company.  Notwithstanding the
foregoing, no such amendment shall conflict with the terms of the
Plan(s) or make the Trust revocable; for two years following a
Change of Control, no amendment (otherwise satisfying the
foregoing) may be made unless such amendment is agreed to in
writing by participants in the Plan(s), or unless such amendment
is either required by law or has no adverse effect on payments on
benefits earned to the date thereof or the funding of this Trust
or any sub-trust.

     (b)  The Trust shall not terminate until the date on which
Plan(s) participants and their beneficiaries are no longer
entitled to benefits pursuant to the terms of the Plan(s).

     (c)  The sub-trust for an Employer may be terminated after the
date on which Plan(s) participants and their beneficiaries are no
longer entitled to benefits pursuant to the terms of the Plan(s)
with respect to that Employer.

     (d)  Upon written approval of participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the
Plan(s), the Company may terminate this Trust Agreement prior to
the time all benefit payments under the Plan(s) have been made.

     (e)  Upon termination of the Trust (or sub-trust for an
Employer), any assets remaining therein shall be returned to each
Employer in accordance with the directions of the Company.

     (f)  Sections 12(c) and (d) hereof may not be amended by the
Company for two years following a Change of Control.

     Section 15.    Miscellaneous.

     (a)  After the execution of this Trust Agreement, the Company
shall promptly file with the Trustee a certified list of the
names and specimen signatures of the officers of the Company and
any delegee authorized to act for it.  The Company shall promptly
notify the Trustee of the addition or deletion of any person's
name to or from such list, respectively.  Until receipt by the
Trustee of notice that any person is no longer authorized so to
act, the Trustee may continue to rely on the authority of the
person.  All certifications, notices, and directions by any such
person or persons to the Trustee shall be in writing signed by
such person or person.  The Trustee may rely on any such
certification, notice or direction purporting to have been signed
by or on behalf of such person or persons that the Trustee
believes to have been signed thereby.  The Trustee may rely on
any certification, notice, or direction of the Company that the
Trustee shall have no responsibility for acting or not acting in
reliance upon any notification believed by the Trustee to have
been so signed by a duly authorized officer or agent of the
Company.  If at any time there is no person authorized to act
under this Trust Agreement on behalf of the Company, the Board of
Directors of the Company (or if the Board has ceased to exist,
the individuals who last served as Directors) shall have the
authority to act hereunder.

     (b)  This Trust Agreement shall be binding upon and inure to the
benefit of any successor to the Company and each Employer as the
result of merger, consolidation, reorganization, or otherwise.
In the event of any such merger, consolidation, reorganization,
or otherwise.  In the event of any such merger, consolidation,
reorganization, or other similar transaction, the successor to
the Company shall promptly notify the Trustee in writing of its
successorship and furnish the Trustee with the information
specified in Section 2(c) hereof.

     (c)  Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be anticipated,
assigned (either at law or in equity), alienated, pledged,
encumbered, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process.

     (d)  This Trust Agreement shall be governed by and construed in
accordance with the laws of The Commonwealth of Massachusetts.

     (e)  Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.

     (f)  For purposes of this Trust, a "Change of Control" shall
mean:

          (i)  The acquisition by any Person of ultimate beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either (a) the then outstanding
common shares (or shares of common stock) of the Parent (the
"Outstanding Parent Common Shares") or (b) the combined voting
power of the then outstanding voting securities of the Parent
entitled to vote generally in the election of trustees (or
directors) (the "Outstanding Parent Voting Securities");
provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of Control:
(a) any acquisition directly from the Parent, (b) any acquisition
by the Parent or any affiliate of the Parent, (c) any acquisition
by any employee benefit plan (or related trust) sponsored or
maintained by the Parent, the Company or affiliate of the Parent
or (d) any acquisition by any Person pursuant to a transaction
which complies with clauses (a), (b) and (c) of subsection (iii)
of this paragraph (g); or

          (ii) Individuals who, as of the date hereof, constitute the Board
of Trustees of the Parent (the "Incumbent Board") cease for any
reason to constitute at least a majority of such board; provided,
however, that any individual becoming a trustee (or director)
subsequent to the date hereof whose election, or nomination or
election by the Parent's shareholders, was approved by a vote of
at least a majority of the trustees (or directors) then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of trustees (or
directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than such board; or

          (iii)     Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Parent (a "Business
Combination"), in each case, unless, following such Business
Combination, (a) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Parent Common Shares and Outstanding Parent Voting
Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, immediately following
such Business Combination more than 50% of, respectively, the
then outstanding common shares (or shares of common stock) and
the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of trustees
(or directors), as the case may be, of the entity resulting from
such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Parent or
all or substantially all of the Parent's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Parent Common Shares and
Outstanding Parent Voting Securities, as the case may be, (b) no
Person (excluding any entity resulting from such Business
Combination or any employee benefit plan (or related trust) of
the Parent or the Company or such entity resulting from such
Business Combination) ultimately beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding
common shares or shares of common stock of the entity resulting
from such Business Combination or the combined voting power of
the then outstanding voting securities of such entity except to
the extent that such ownership existed prior to the Business
Combination and (c) at least a majority of the members of the
board of trustees (or board of directors) of the entity resulting
from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or
of the action of the Board of Trustees of the Parent, providing
for such Business Combination; or

          (iv) Approval by the shareholders of the Parent of the complete
liquidation or dissolution of the Parent.

     For purposes of this paragraph (f), the term "Parent" shall
mean NSTAR, or, if any entity shall own directly or indirectly
through one or more subsidiaries, more than 50% of the
outstanding common shares of NSTAR, such entity, and the term
"Person" shall mean any individual, corporation, partnership,
company, limited liability company, trust or other entity, which
term shall include a "group" within the meaning of Section 13(d)
of the Securities Act of 1934, as amended.

     (g)  The Company shall be responsible for the payment of all
taxes and the filing of all tax returns relating to the assets of
the Trust.


     IN WITNESS WHEREOF, the Company and the Trustee have caused
this Trust Agreement to be executed by their respective duly
authorized officers this 20th day of October, 2000.


                              NSTAR


                              By:  /s/ Thomas J. May


                                                           STATE
STREET BANK AND TRUST COMPANY

                              By: /s/ M. L. Alford
                                   Mariann L. Alford
                                   Vice President
                           APPENDIX A

                            The Plans


NSTAR Supplemental Executive Retirement Plan
NSTAR Excess Benefit Plan
NSTAR Deferred Compensation Plan
NSTAR Trustees' Deferred Plan
Key Employee Benefit Plans
                           APPENDIX B

                          The Employers


Advanced Energy Systems, Inc.
Advanced Energy Systems Management Company, Inc.
Boston Edison Company
Cambridge Electric Light Company
Commonwealth Electric Company
Commonwealth Gas Company
COM/Energy Services Company
NSTAR Services Corporation