-16-
                                                     Exhibit 10.3
                              NSTAR

                   Change in Control Agreement



     AGREEMENT, made this 21st day of September, 2000, by and
between Deborah A. McLaughlin ("Executive") and NSTAR (the
"Company").

                           WITNESSETH

     WHEREAS, the Board of Trustees of the Company (the "Board")
has determined that it is in the best interests of the Company
and its shareholders for the Company to agree to provide benefits
under the circumstances described below to Executive and other
executives who are responsible for the policy-making functions of
the Company and/or one or more of its subsidiaries and the
overall viability of the business of the Company and its
subsidiaries; and

     WHEREAS, the Board recognizes that the possibility of a
Change in Control of the Company is unsettling to such executives
and desires to make arrangements at this time to help assure
their continuing dedication to their duties to the Company and
its shareholders, notwithstanding any attempts by outside parties
to gain control of the Company; and

     WHEREAS, the Board believes it important, should the Company
receive proposals from outside parties, to enable such
executives, without being distracted by the uncertainties of
their own employment situation, to perform their regular duties,
and where appropriate to assess such proposals and advise the
Board as to the best interests of the Company and its
shareholders and to take such other action regarding such
proposals as the Board determines to be appropriate; and

     WHEREAS, the Board also desires to demonstrate to the
executives that the Company is concerned with their welfare and
intends to provide that loyal executives are treated fairly; and

     WHEREAS, the Board wishes to assure the executives of fair
severance should any of their employment with the Company or its
subsidiaries terminate in specified circumstances following a
Change in Control of the Company and to assure the executives of
other benefits upon a Change in Control.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto agree as
follows:

     1.  In the event that any individual, corporation,
partnership, company, or other entity ("Person"), which term
shall include a "group" (within the meaning of section 13(d) of
the Securities Exchange Act of 1934 (the "Act")), begins a tender
or exchange offer, circulates a proxy to the Company's
shareholders, or takes other steps to effect a "Change in
Control" (as defined in Exhibit A attached hereto and made a part
hereof), Executive agrees that he will not voluntarily leave the
employ of the Company and will render the services contemplated
in the recitals to this Agreement until such Person has
terminated the efforts to effect a Change in Control or until a
Change in Control has occurred.

     2.  If, within 24 months following a Change in Control (the
"Post Change in Control Period") Executive's employment with the
Company or one of the Company's subsidiaries is terminated by the
Company for any reason other than for "Cause" or "Disability" (as
defined in paragraph 4 below), or as a result of Executive's
death, or Executive terminates such employment for Good Reason
(as defined in paragraph 5 below):


          (a)  the Company will pay to Executive within 30 days
               of such termination of employment a lump sum cash
               payment equal to the sum of (i) the Executive's
               annual base salary ("Annual Base Salary") through
               the date of such termination of employment to the
               extent not theretofore paid, (ii) a prorated
               portion of the target award payable under the
               Company's Executive Annual Incentive Compensation
               Plan, or any comparable or successor plan (the
               "Annual Plan") determined by calculating the
               product of (A) the target bonus award payable for
               the fiscal year in which the date of termination
               occurs under the Annual Plan, times (B) a
               fraction, the numerator of which is the number of
               days in the current fiscal year through the date
               of termination of employment, and the denominator
               of which is 365, (iii) a prorated portion of the
               target award payable under any long-term
               performance or incentive plan (the "Long-Term
               Plan") for the performance period ending on the
               last day of the fiscal year during which the date
               of termination of employment occurs determined by
               calculating the product of (A) the target award
               payable for such performance period and (B) a
               fraction, the numerator of which is the number of
               days in the current performance period through the
               date of termination, and the denominator of which
               is the actual number of days in the performance
               period (provided that if any awards are expressed
               in shares of common stock rather than cash, the
               Company will pay the cash equivalent of such
               awards based on the closing price per share as
               reported in the Wall Street Journal (Eastern
               Edition) New York Stock Exchange Composite
               Transactions determined on the date prior to the
               date of the Change in Control or the average per
               share price for the 10 trading days preceding the
               date of the Change in Control (whichever is
               higher)) and (iv) any compensation for the fiscal
               year in which the date of termination occurs
               previously deferred by the Executive (together
               with any accrued interest or earnings thereon) and
               any accrued vacation pay, in each case to the
               extent not theretofore paid; and

          (b)  any stock, stock option or cash awards granted to
               the Executive by the Company that would have
               become vested upon continued employment by the
               Executive shall immediately vest in full
               notwithstanding any provision to the contrary of
               such grant and shall remain exercisable until the
               earlier of the fifth anniversary of such
               termination and the latest date on which such
               grant could have been exercised; and

          (c)  the Company will pay to Executive within 30 days
               of such termination of employment a lump sum cash
               payment equal to two times:  (A) the amount of the
               Executive's Annual Base Salary at the rate in
               effect immediately prior to the date of
               termination or at the rate in effect immediately
               prior to the Change in Control, whichever is
               higher, and (B) the amount of the actual bonus
               paid to the Executive under the Annual Plan and
               the Long-Term Plan for the most recently completed
               fiscal year ended before the Change in Control, or
               the target bonus payable under the Annual Plan and
               Long-Term Plan for the fiscal year during which
               the termination of employment occurs, whichever is
               higher (provided that if any awards are expressed
               in shares of common stock rather than cash, the
               Company will pay the cash equivalent of such
               awards based on the closing price per share as
               reported in the Wall Street Journal (Eastern
               Edition) New York Stock Exchange Composite
               Transactions determined on the date prior to the
               date of the Change in Control or the average per
               share price for the 10 trading days preceding the
               date of the Change in Control (whichever is
               higher)); and

          (d)  the Company will pay to the Executive within 30
               days of such termination of employment a lump-sum
               cash payment equal to the full balance standing to
               his credit with the Company under any and all
               deferred compensation plans or arrangements and
               the lump-sum actuarial equivalent of the
               Executive's accrued benefit under any supplemental
               retirement plan or arrangement (a "SERP") in which
               the Executive participates (the sum of the amounts
               described in subsections (a) and (d) shall be
               hereinafter referred to as the "Accrued
               Obligations"), which payments shall be in lieu of
               any amounts otherwise payable to Executive under
               any such plans; and

          (e)  an amount equal to the excess of (i) the lump sum
               actuarial equivalent of the accrued benefit under
               (a) the Company's qualified defined benefit
               pension plan (the "Pension Plan") (utilizing
               actuarial assumptions no less favorable to the
               Executive than those in effect under the Pension
               Plan immediately prior to the date of the Change
               in Control), and (b) any SERP which the Executive
               would receive if the Executive's employment
               continued for two years after the date of
               termination assuming for these purposes that all
               accrued benefits are fully vested, and further
               assuming that the Executive's annual compensation
               for purposes of determining benefits under the
               Pension Plan and SERP ("Covered Compensation") in
               each of the two years is at least equal to the
               higher of Executive's annual rate of Covered
               Compensation for the most recently completed
               fiscal year ending prior to the date of the Change
               in Control or the year in which the Change in
               Control occurs, over (ii) the lump sum actuarial
               equivalent of the Executive's actual accrued
               benefit (paid or payable), if any, under the
               Pension Plan and the SERP (including SERP payments
               made under subparagraph (d) above) as of the date
               of termination; and

          (f)  Executive, together with his dependents, will
               continue following such termination of employment
               to participate fully at the Company's expense in
               all welfare benefit plans, programs, practices and
               policies, including without limitation, life,
               medical, disability, dental, accidental death and
               travel insurance plans, maintained or sponsored by
               the Company immediately prior to the Change in
               Control, or receive substantially the equivalent
               coverage (or the full value of the cost of such
               coverage in cash) from the Company, until the
               longer of the second anniversary of such
               termination or any longer period as may be
               provided by the terms of the appropriate plan,
               program, practice or policy, provided, however,
               that if the Executive becomes reemployed with
               another employer and is eligible to receive
               medical or other welfare benefits under another
               employer-provided plan, the medical and other
               welfare benefits described herein shall be
               secondary to those provided under such other plan
               during such applicable period of eligibility.  For
               purposes of determining eligibility (but not the
               time of commencement of benefits) of the Executive
               for any retiree benefits pursuant to such plans,
               practices, programs and policies, the Executive
               shall be considered to have remained employed
               until two years after the date of termination and
               to have retired on the last day of such period;
               and

          (g)  to the extent not theretofore paid or provided
               for, the Company shall timely pay or provide to
               the Executive any other amounts or benefits
               required to be paid or provided or which the
               Executive is eligible to receive under any plan,
               program, policy, practice, contract or agreement
               of the Company ("Other Benefits"); and

          (h)  the Company will promptly reimburse Executive for
               any and all legal fees and expenses (including,
               without limitation, stenographer fees, printing
               costs, etc.) incurred by him as a result of such
               termination of employment, including without
               limitation all fees and expenses incurred to
               enforce the provisions of this Agreement or
               contesting or disputing that the termination of
               his employment is for Cause or other than for Good
               Reason (regardless of the outcome thereof).

     Notwithstanding anything herein to the contrary, to the
extent that any payment or benefit provided for herein is
required to be paid or vested at any earlier date under the terms
of any plan, agreement or arrangement, such plan, agreement or
arrangement shall control.

     3.   Death, Disability, Cause, Other Than For Good Reason.

          (a)  Death.  If the Executive's employment shall
               terminate during the Post Change in Control Period
               by reason of the Executive's death, this Agreement
               shall terminate without further obligations to the
               Executive's legal representatives under this
               Agreement, other than for payment of Accrued
               Obligations and the timely payment or provision of
               Other Benefits.  Accrued Obligations shall be paid
               to the Executive's estate or beneficiary, as
               applicable, in a lump sum in cash within 30 days
               of death.

          (b)  Disability.  If the Executive's employment is
               terminated during the Post Change in Control
               Period by reason of the Executive's Disability,
               this Agreement shall terminate without further
               obligations to the Executive other than for
               payment of Accrued Obligations and the timely
               payment or provision of Other Benefits.  Accrued
               Obligations shall be paid to the Executive in a
               lump sum in cash within 30 days of the date of
               termination of employment.  For purposes of this
               Agreement, "Disability" shall mean the absence of
               the Executive from the Executive's duties with the
               Company on a full-time basis for 180 consecutive
               business days as a result of incapacity due to
               mental or physical illness which is determined to
               be total and permanent by a physician selected by
               the Company or its insurers and acceptable to the
               Executive or the Executive's legal representative.
               If the Company determines in good faith that the
               Disability of the Executive has occurred during
               the Post Change in Control Period, it may give the
               Executive written notice of its intention to
               terminate the Executive's employment.  In such
               event, the Executive's employment with the Company
               shall terminate effective on the 30th day after
               receipt of such notice by the Executive, provided
               that, within the 30 days of such receipt, the
               Executive shall not have returned to full-time
               performance of the Executive's duties.

          (c)  Cause.  If the Executive's employment shall be
               terminated for Cause (as defined in Section 4
               below) during the Post Change in Control Period,
               this Agreement shall terminate without further
               obligations to the Executive other than the
               obligation to pay the Executive (A) his Annual
               Base Salary through the date of termination, (B)
               the amount of any compensation previously deferred
               by the Executive, and (C) Other Benefits, in each
               case to the extent theretofore unpaid.  If the
               Executive voluntarily terminates employment during
               the Post Change in Control Period, excluding a
               termination for Good Reason, this Agreement shall
               terminate without further obligations to the
               Executive other than for Accrued Obligations and
               the timely payment or provisions of Other
               Benefits.

     In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the date of the
termination of employment.

     4.  "Cause" means only:  (a) commission of a felony or gross
neglect of duty by the Executive which is intended to result in
substantial personal enrichment of the Executive at the expense
of the Company, (b) conviction of a crime involving moral
turpitude, or (c) willful failure by the Executive of his duties
to the Company which failure is deliberate on the Executive's
part, results in material injury to the Company, and continues
for more than 30 days after written notice given to the Executive
pursuant to a two-thirds vote of all of the members of the Board
at a meeting called and held for such purpose (after reasonable
notice to Executive) and at which meeting the Executive and his
counsel were given an opportunity to be heard, such vote to set
forth in reasonable detail the nature of the failure.  For
purposes of this definition of Cause, no act or omission shall be
considered to have been "willful" unless it was not in good faith
and the Executive had knowledge at the time that the act or
omission was not in the best interest of the Company.  Any act,
or failure to act, based on authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of
the Chief Executive Officer or another senior officer of the
Company or based on the advice of counsel of the Company shall be
conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interest of the Company.

     5.  Executive shall be deemed to have voluntarily terminated
his employment for Good Reason if the Executive leaves the employ
of the Company for any reason following:

          (a)  The assignment to the Executive of any duties
               inconsistent in any respect with the Executive's
               position (including status, offices, titles and
               reporting requirements), authority, duties or
               responsibilities immediately prior to the Change
               in Control; or any other action by the Company
               which results in a diminution in such position,
               authority, duties or responsibilities, excluding
               for this purpose an isolated, insubstantial and
               inadvertent action not taken in bad faith and
               which is remedied by the Company promptly after
               receipt of notice thereof given by the Executive;
               or

          (b)  Any reduction in the Executive's rate of Annual
               Base Salary for any fiscal year to less than 100%
               of the rate of Annual Base Salary paid to him in
               the completed fiscal year immediately preceding
               the Change in Control, or reduction in Executive's
               total cash and stock compensation opportunities,
               including salary and incentives, for any fiscal
               year to less than 100% of the total cash and stock
               compensation opportunities made available to him
               in the completed fiscal year immediately preceding
               the Change in Control (for this purpose, such
               opportunities shall be deemed reduced if the
               objective standards by which the Executive's
               incentive compensation measured become more
               stringent or the amount of such compensation is
               materially reduced on a discretionary basis from
               the amount that would be payable solely by
               reference to the objective standards); or

          (c)  Failure of the Company to continue in effect any
               retirement, life, medical, dental, disability,
               accidental death or travel insurance plan, in
               which Executive was participating immediately
               prior to the Change in Control unless the Company
               provides Executive with a plan or plans that
               provide substantially similar benefits, or the
               taking of any action by the Company that would
               adversely effect Executive's participation in or
               materially reduce Executive's benefits under any
               of such plans or deprive Executive of any material
               fringe benefit enjoyed by Executive immediately
               prior to the Change in Control other than an
               isolated, insubstantial and inadvertent failure
               not occurring in bad faith and which is remedied
               by the Company promptly after receipt of notice
               thereof given by the Executive; or

          (d)  The Company requires Executive to be based at any
               office or location outside the Greater Boston
               Metropolitan Area or the Company requires the
               Executive to travel on Company business to a
               substantially greater extent than required
               immediately prior to the date of Change in
               Control; or

          (e)  Any purported termination by the Company of the
               Executive's employment otherwise than as expressly
               permitted by this Agreement; or

          (f)  Any failure by the Company to comply with and
               satisfy Section 8 of this Agreement.

     For purposes of this Section 5, any good faith determination
of Good Reason made by the Executive shall be conclusive.

     6.  If any payment or benefit received by Executive (whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 6)
would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties are incurred by the Executive with respect
to such excise tax), the Company will pay to Executive an
additional amount in cash (the "Additional Amount") equal to the
amount necessary to cause the aggregate payments and benefits
received by Executive, including such Additional Amount (net of
all federal, state, and local income taxes and all taxes payable
as a result of the application of Sections 280G and 4999 of the
Code and including any interest and penalties with respect to
such taxes) to be equal to the aggregate payments and benefits
Executive would have received, excluding such Additional Amount
(net of all federal, state and local income taxes) as if Sections
280G and 4999 of the Code (and any successor provisions thereto)
had not been enacted into law.

     Following the termination of Executive's employment,
Executive may submit to the Company a written opinion (the
"Opinion") of a nationally recognized accounting firm, employment
consulting firm, or law firm selected by Executive setting forth
a statement and a calculation of the Additional Amount.  The
determination of such firm concerning the extent of the
Additional Amount (which determination need not be free from
doubt), shall be final and binding on both Executive and the
Company.  The Company will pay to Executive the Additional Amount
not later than 10 days after such firm has rendered the Opinion.
The Company agrees to pay the fees and expenses of such firm in
preparing and rendering the Opinion.

     If, following the payment to Executive of the Additional
Amount, Executive's liability for the excise tax imposed by
Section 4999 of the Code on the payments and benefits received by
Executive is finally determined (at such time as the Internal
Revenue Service is unable to make any further adjustment to the
amount of such liability) to be less than the amount thereof set
forth in the Opinion, Executive shall reimburse the Company,
without interest, in an amount equal to the amount by which the
Additional Amount should be reduced to reflect such decrease in
the actual excise tax liability.  The calculation of such
reimbursement shall be made by a nationally recognized accounting
firm, an employment consulting firm, or a law firm selected by
Executive, whose determination shall be binding on Executive and
the Company and whose fees and expenses therefor shall be paid by
the Company.

     7.  In the case of any dispute under this Agreement,
Executive may initiate binding arbitration in Boston,
Massachusetts, before the American Arbitration Association by
serving a notice to arbitrate upon the Company or, at Executive's
election, institute judicial proceedings, in either case within
90 days of the effective date of his termination or, if later,
his receipt of notice of termination, or such longer period as
may be reasonably necessary for Executive to take such action if
illness or incapacity should impair his taking such action within
the 90-day period.  The Company shall not have the right to
initiate binding arbitration, and agrees that upon the initiation
of binding arbitration by Executive pursuant to this paragraph 7
the Company shall cause to be dismissed any judicial proceedings
it has brought against Executive relating to this Agreement.  The
Company authorizes Executive from time to time to retain counsel
of his choice to represent Executive in connection with any and
all actions, proceedings, and/or arbitration, whether by or
against the Company or any trustee, officer, shareholder, or
other person affiliated with the Company, which may affect
Executive's rights under this Agreement.  The Company agrees (i)
to pay the fees and expenses of such counsel, (ii) to pay the
cost of such arbitration and/or judicial proceeding, and (iii) to
pay interest to Executive on all amounts owed to Executive under
this Agreement during any period of time that such amounts are
withheld pending arbitration and/or judicial proceedings.  Such
interest will be at the prime rate for corporate loans by the
nation's largest banks as published from time to time under
"Money Rates" in the Wall Street Journal, Eastern Edition.

     In addition, notwithstanding any existing prior attorney-
client relationship between the Company and counsel retained by
Executive, the Company irrevocably consents to Executive entering
into an attorney-client relationship with such counsel and agrees
that a confidential relationship shall exist between Executive
and such counsel.

     8.  If the Company is at any time before or after a Change
in Control merged or consolidated into or with any other
corporation or other entity (whether or not the Company is the
surviving entity), or if substantially all of the assets thereof
are transferred to another corporation or other entity, the
provisions of this Agreement will be binding upon and inure to
the benefit of the corporation or other entity resulting from
such merger or consolidation or the acquirer of such assets (the
"Successor Entity"), and this paragraph 8 will apply in the event
of any subsequent merger or consolidation or transfer of assets.
The Company will require any such Successor Entity to assume
expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to
perform if no such transaction had taken place.  As used in this
Agreement, Company shall mean the Company as hereinbefore defined
and any Successor Entity which assumes and agrees to perform this
Agreement by operation of law or otherwise.

     In the event of any merger, consolidation, or sale of assets
described above, nothing contained in this Agreement will detract
from or otherwise limit Executive's right to or privilege of
participation in any stock option or purchase plan or any bonus,
profit sharing, pension, group insurance, hospitalization, or
other incentive or benefit plan or arrangement which may be or
become applicable to executives of the corporation resulting from
such merger or consolidation or the corporation acquiring such
assets of the Company.

     In the event of any merger, consolidation, or sale of assets
described above, references to the Company in this Agreement
shall unless the context suggests otherwise be deemed to include
the entity resulting from such merger or consolidation or the
acquirer of such assets of the Company.

     9.  Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with
the last paragraph of Section 14 of this Agreement.  For purposes
of this Agreement, a "Notice of Termination" means a written
notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment
under the provision so indicated and (iii) if the Date of
Termination (as defined below) is other than the date of receipt
of such notice, specifies the termination date (which date shall
be not more than thirty days after the giving of such notice).
The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude
the Executive or the Company, respectively, from asserting such
fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

     "Date of Termination" means (i) if the Executive's
employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by the
Company other than for Cause or Disability, the date on which the
Company notifies the Executive of such termination and (iii) if
the Executive's employment is terminated by reason of death or
Disability, the date of death of the Executive or the effective
date of the Disability, as the case may be.

     10.  All payments required to be made by the Company
hereunder to Executive or his dependents, beneficiaries, or
estate will be subject to the withholding of such amounts
relating to tax and/or other payroll deductions as may be
required by law.

     11.  There shall be no requirement on the part of the
Executive to seek other employment or otherwise mitigate damages
in order to be entitled to the full amount of any payments and
benefits to which Executive is entitled under this Agreement, and
the amount of such payments and benefits shall not be reduced by
any compensation or benefits received by Executive from other
employment.

     12.  Nothing contained in this Agreement shall be construed
as a contract of employment between the Company and the
Executive, or as a right of the Executive to continue in the
employ of the Company, or as a limitation of the right of the
Company to discharge the Executive with or without Cause;
provided that the Executive shall have the right to receive upon
termination of his employment the payments and benefits provided
in this Agreement and shall not be deemed to have waived any
rights he may have either at law or in equity in respect of such
discharge.

     13.  No amendment, change, or modification of this Agreement
may be made except in writing, signed by both parties.

     14.  This Agreement shall terminate on the third anniversary
of the date hereof, provided, however, that commencing on the
date one year after the date hereof, and on each annual
anniversary of such date (each such date hereinafter referred to
as a "Renewal Date"), unless previously terminated, the term of
this Agreement shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least sixty days
prior to the Renewal Date the Company shall give notice to the
Executive that the term of this Agreement shall not be so
extended.  This Agreement shall not apply to a Change in Control
which takes place after the termination of this Agreement.

     15.  This Agreement supersedes and replaces the Executive's
Severance Agreement  with Commonwealth Energy System dated
December 5, 1998 (the "former agreement").  Furthermore, the
Executive for himself/herself, his/her heirs, executors,
administrators, personal representatives and assigns, hereby
agrees to the termination of the former agreement and irrevocably
waives and forfeits any and all benefits or coverage (whether
vested or unvested, payable or contingent) under the former
agreement, all effective as of the date of this Agreement.
Executive also agrees never to make any claim for benefits or
coverage under the former agreement, and in the event any such
claim is made by any person, to defend and indemnify NSTAR and
each of its subsidiaries therefrom.

     Payments made by the Company pursuant to this Agreement
shall be in lieu of severance payments, if any, which might
otherwise be available to Executive under any severance plan,
policy, program or arrangement generally applicable to the
employees of the Company.  If for any reason Executive receives
severance payments (other than under this Agreement) upon the
termination of his employment with the Company, the amount of
such payments shall be deducted from the amount paid under this
Agreement.  The purpose of this provision is solely to avert a
duplication of benefits; neither this provision nor the
provisions of any other agreement shall be interpreted to reduce
the amount payable to Executive below the amount that would
otherwise have been payable under this Agreement.

     The provisions of this Agreement shall be binding upon and
shall inure to the benefit of Executive, his executors,
administrators, legal representatives, and assigns, and the
Company and its successors.

     The validity, interpretation and effect of this Agreement
shall be governed by the laws of The Commonwealth of
Massachusetts.  Any ambiguities in this Agreement shall be
construed in favor of the Executive.

     The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full
force and effect.

     The Company shall have no right of set-off or counterclaims,
in respect of any claim, debt, or obligation, against any
payments to Executive, his dependents, beneficiaries, or estate
provided for in this Agreement.

     No right or interest to or in any payments shall be
assignable by the Executive; provided, however, that this
provision shall not preclude him from designating one or more
beneficiaries to receive any amount that may be payable after his
death and shall not preclude the legal representative of his
estate from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of
intestacy, to the person or persons entitled thereto under the
laws of intestacy applicable to his estate.  The term
"beneficiaries" as used in this Agreement shall mean a
beneficiary or beneficiaries so designated to receive any such
amount, or if no beneficiary has been so designated, the legal
representative of the Executive's estate.

     No right, benefit, or interest hereunder shall be subject to
anticipation, alienation, sale, assignment, encumbrance, charge,
pledge, hypothecation, or set-off in respect of any claim, debt,
or obligation, or to execution, attachment, levy, or similar
process, or assignment by operation of law.  Any attempt,
voluntary or involuntary, to effect any action specified in the
immediately preceding sentence shall, to the full extent
permitted by law, be null, void, and of no effect.

     All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

     If to the Executive:


     If to the Company:  NSTAR
                    800 Boylston Street
                    Boston, MA  02199
                    Attention:  General Counsel

or to such other address as either party shall have furnished to
the other in writing in accordance herewith.  Notice and
communications shall be effective when actually received by the
addressee.

     The name "NSTAR" means the trustee or trustees for the time
being (as trustee or trustees but not personally) under a
Declaration of Trust dated April 20, 1999, as amended from time
to time, which is hereby referred to, and a copy of which, as
amended, has been filed with the Secretary of State of The
Commonwealth of Massachusetts.  Any obligation, agreement, or
liability made, entered into, or incurred by or on behalf of
NSTAR binds only
its trust estate, and no shareholder, director, trustee, officer
or agent thereof assumes or shall be held to any liability
therefor.

     IN WITNESS WHEREOF, NSTAR and Executive have each caused
this Agreement to be duly executed and delivered as of the date
set forth above.


                         NSTAR


                         By:  /s/ Alison Alden
                              Alison Alden
                              Senior Vice President, Human
Resources





                              /s/ Deborah A. McLaughlin
                              Name: Deborah A. McLaughlin


                            EXHIBIT A

     Change in Control.  For the purposes of this Agreement, a
"Change in Control" shall mean:

          (a)  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 (i) the then outstanding common
               shares (or shares of common stock) of Parent (the
               "Outstanding Parent Common Shares") or (ii) 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 (a), the following acquisitions
               shall not constitute a Change in Control:  (i) any
               acquisition directly from the Parent, (ii) any
               acquisition by the Parent or any affiliate of
               Parent, (iii) any acquisition by any employee
               benefit plan (or related trust) sponsored or
               maintained by the Parent, the Company or any
               affiliate of Parent or (iv) any acquisition by any
               Person pursuant to a transaction which complies
               with clauses (i), (ii) and (iii) of subsection (c)
               of this Exhibit A; or

          (b)  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 for 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

          (c)  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, (i) 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, (ii) 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% of 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 (iii) 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

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

For purposes of this Appendix A, 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.