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                                                                EXHIBIT 10.8E



             AGREEMENT FOR EXTENSION OF TRANSMISSION LINE AGREEMENT

         THIS   AGREEMENT  FOR   EXTENSION  OF   TRANSMISSION   LINE   AGREEMENT
(hereinafter  called  "Extension  Agreement")  is made this 9th day of February,
2000,  between NATIONAL RAILROAD PASSENGER  CORPORATION,  a District of Columbia
corporation,  with offices at 60 Massachusetts  Avenue, N.E.,  Washington,  D.C.
20002  (hereinafter  called  "Amtrak") and THE UNITED  ILLUMINATING  COMPANY,  a
Connecticut  corporation,   with  offices  at  157  Church  Street,  New  Haven,
Connecticut 06506-0901 (hereinafter called "Power Company").

                                   BACKGROUND

         A. Amtrak (as a successor  in interest to the Property of The New York,
New Haven and  Hartford  Railroad  Company)  and Power  Company are parties to a
Transmission Line Agreement,  dated January 13, 1966,  between Power Company and
Richard Joyce Smith,  William J. Kirk and Harry W.  Dorigan,  as Trustees of the
Property of The New York, New Haven and Hartford  Railroad  Company,  as amended
by, inter alia, an Arbitration  Award dated May 27, 1980 and a Letter  Agreement
dated  March  28,  1985  (hereinafter  collectively  called  "1966  Agreement"),
incorporated  herein by reference,  pursuant to which Power  Company  operates a
high voltage  transmission  system on,  above,  or under  certain lands owned by
Amtrak  and upon  certain  lands  owned by Amtrak  and upon  certain  structures
erected by Power Company and owned by Amtrak,  located along certain of Amtrak's
railroad rights-of-way.

         B. Power  Company and Amtrak  have agreed to extend the 1966  Agreement
with respect to the land specified in Section 1 of this Extension  Agreement for
the period May 5, 2000 through May 4, 2040,  subject to the terms and conditions
set forth herein.

         THEREFORE, Power Company and Amtrak hereby agree:

         1. The 1966  Agreement  is  extended  for a term of  forty  (40)  years
commencing on May 5, 2000 and  terminating  on May 4, 2040  (hereinafter  called
"Extended Term") with respect to:

         the land described in Paragraph (2) and (5) of Section (a) of Article 1
         of the 1966 Agreement,  located along Amtrak's Springfield Line between
         approximately station 47 + 28 and station 531 + 12, a total distance of

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         approximately  forty-eight thousand, three hundred eighty-four (48,384)
         lineal feel; and

         the lands  owned by Amtrak on,  above,  or under  which  Power  Company
         presently operates  connecting lines, and which are located as follows:
         (i) along Amtrak's  Shoreline,  from approximately  station 129 + 30 of
         the  monumented  center  line  of the  Shoreline,  to  Power  Company's
         Quinnipiac  substation,   approximately  station  176  +  50.5  of  the
         monumented  center line of the Shoreline,  a distance of  approximately
         four thousand  seven hundred  twenty and five tenths  (4,720.5)  lineal
         feel, and (ii) along Amtrak's  Springfield  Line, from station 531 + 12
         of the monumented center line of the Springfield Line, to approximately
         station 564 + 30 of the monumented center line of the Springfield Line,
         a distance of  approximately  three  thousand  three  hundred  eighteen
         (3,318) lineal feet.

The parties  acknowledge that Power Company's  occupancy of Amtrak's property is
depicted in Exhibit A, attached  hereto and  incorporated  herein,  and that the
total length of such occupancy is approximately  fifty six thousand four hundred
twenty-two and five tenths  (56,422.5)  lineal feet or 10.69 miles.  The parties
further  acknowledge  that  Amtrak  holds  title to all  structures  located  on
Amtrak's land that support Power  Company's  transmission  system and connecting
lines.

         2. Neither  party  hereto  shall  have an option  to extend  the 1966
Agreement beyond the Extended Term.

         3. The Extended Time shall be subject to the same terms and  conditions
as the current  extended term  (expiring on May 4, 2000) of the 1966  Agreement,
except as otherwise set forth herein.

         4. On or before the  commencement  date (May 5,  2000) of the  Extended
Term, and on or before each anniversary of such commencement date, Power Company
shall pay Amtrak the annual rental  prescribed  herein.  As of the  commencement
date of the Extended  Term, the annual rental payable by Power Company to Amtrak
shall be one  hundred  eight  thousand  dollars  ($108,000).  The annual  rental
payable by Power Company shall be adjusted  every five (5) years on the basis of
the change in the CPI, as hereinafter  defined,  with the first such  adjustment
effective May 5, 2005. The rental  adjustment  shall be determined in accordance
with the following provisions:

         (a) As used in this Extension Agreement, "CPI" means the Consumer Price
         Index for All Urban Consumers (CPI-U), U.S. City Average,  published by
         the Bureau of Labor Statistics of the U.S. Department of Labor ("BLS"),
         1982-84=100. If the BLS changes the publication frequency of the CPI so
         that the CPI is not available to make an  adjustment as specified,  the
         adjustment shall be based on the percentage


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          difference  between the CPI for the closest  preceding month for which
          the CPI is available. If the BLS changes the base reference period for
          the CPI from 1982-84=100,  the adjustment shall be determined with the
          use of such  conversion  formula or table as may be  published  by the
          BLS. If the BLS otherwise substantially revises, or ceases publication
          of, the CPI,  then a  substitute  index for  determining  adjustments,
          issued by the BLS or by a reliable  governmental or other  nonpartisan
          publication, shall be designated by Power Company and Amtrak.

         (b) As of every fifth (5th) year anniversary of May 5, 2000, commencing
         with May 5, 2005, the annual  rental in effect  immediately  preceding
         such  anniversary  shall be  increased  or decreased by the increase or
         decrease in the CPI, calculated as follows: (i) the CPI for the January
         of the calendar  year in which the  adjustment  is to become  effective
         (January,  2005 in the case of the  adjustment to go into effect May 5,
         2005) shall be designated the current index and the CPI for the January
         of the  fifth  year  prior  thereto  (January,  2000 in the case of the
         adjustment to go into effect May 5, 2005) shall be designated  the base
         index;  (ii) the current index shall be divided by the base index;  and
         (iii) from the quotient  thereof there shall be subtracted  the integer
         one  (1),  and  any  resulting  positive  number  or  negative  number,
         multiplied  by 100,  shall be deemed to be the  percentage  increase or
         decrease, respectively, in the annual rental amount.

Any  delay  by  either  party in  implementing  one or more  rental  adjustments
required by the foregoing  provisions  shall not constitute or be construed as a
retroactive or prospective waiver of the right to such rental adjustment(s).

         5. The terms and conditions of this Extension  Agreement remain subject
to approval of the respective Board of Directors of Power Company and Amtrak.

         6. This Extension  Agreement  constitutes the entire agreement  between
Amtrak and Power Company concerning the subject matter hereof and supersedes all
previous   oral  or  written   understandings,   agreements,   commitments   and
representations  concerning the subject matter of this Extension Agreement. This
Extension Agreement may not be changed, amended or modified in any way except in
a writing executed by Amtrak and Power Company.


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         IN WITNESS  WHEREOF,  Amtrak and Power Company have  hereunto  executed
this Extension Agreement as of the day and year first above written.


WITNESSES:                                   NATIONAL RAILROAD PASSENGER
                                                   CORPORATION

/s/ James A. Miller                          By:      /s/ Sally J. Bellet
-----------------------                             ---------------------------
James A. Miller                                           Sally J. Bellett

                                                    Counsel to the President-NEC
/s/ John C. Kalapos                          Title: V/P Commercial Development
-----------------------                             ---------------------------
John C. Kalapos


WITNESSES:                                         THE UNITED ILLUMINATING
                                                         COMPANY

/s/ Elaine Giamette                          By:     /s/ Albert N. Henricksen
------------------------                            ---------------------------
Elaine Giamette                                          Albert N. Henricksen

                                                         Group Vice President
/s/ Mayra B. Ortiz                           Title:      Support Services
------------------------                            ---------------------------
Mayra B. Ortiz


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