Exhibit 10.33





                           Northeast Utilities
                       Deferred Compensation Plan
                                   for
                               Executives









                                      Adopted by Northeast Utilities
                                      Board of Trustees on January 13, 1998
                                      As amended effective January 1, 2004







                                ARTICLE 1
                                 PURPOSE


     The purpose of the Northeast Utilities Deferred Compensation Plan for
Executives (the "Plan") is to provide a means whereby the Company (as
hereinafter defined) may afford increased financial security, on a tax-favored
basis, to a select group of "key management or other highly compensated
employees" of the Company, within the meaning of Sections 201, 301 and 401
of the Employee Retirement Income Security Act of 1974, as amended.  These
individuals have rendered and continue to render valuable services to the
Company which constitute an important contribution towards the Company's
continued growth and success.  This Plan will provide for additional future
compensation so that such employees may be recruited and retained and their
productive efforts encouraged.


                                ARTICLE 2
                               DEFINITIONS

     Account.  "Account" means, with respect to a Participant, the account,
including any subaccounts, established on the books of account of the Company,
pursuant to Section 5.1, to record the Participant's interest in the Plan.

     Administrator.  "Administrator" means the Administrator as defined in the
Retirement Plan, or the person or persons to whom such entity delegates any of
its functions under the Plan.

     Affiliate.  "Affiliate" means each direct and indirect affiliated company
that directly or through one or more intermediaries, controls, is controlled
by, or is under common control with NU.

     Base Salary.  "Base Salary" means with respect to a Participant for any
Plan Year such Participant's annual base salary, before deferral pursuant to
this Plan or any agreement or any other plan of the Company whereby
compensation is deferred, including, without limitation, a plan whereby
compensation is deferred in accordance with Code Section 401(k) or reduced in
accordance with Code Section 125.

     Base Salary Deferral.  "Base Salary Deferral" means that portion of Base
Salary as to which an Eligible Employee has made an annual irrevocable election
to defer receipt.

     Beneficiary.  "Beneficiary" means the person or persons designated as such
in accordance with Section 12.3.

     Board.  "Board" means the Board of Trustees of NU.

     Bonus Compensation.  "Bonus Compensation" means with respect to a
Participant for any Plan Year such Participant's annual bonus compensation
under the Incentive Plan or any other incentive plan of the Company before
deferral pursuant to this Plan or pursuant to any agreement or any other plan
of the Company whereby compensation is deferred, including, without limitation,
a plan whereby compensation is deferred in accordance with Code Section 401(k)
or reduced in accordance with Code Section 125.

     Bonus Compensation Deferral.  "Bonus Compensation Deferral" means that
portion of cash Bonus Compensation as to which an Eligible Employee has made an
annual irrevocable election to defer receipt.

     Change of Control.  "Change of Control" shall mean the happening of any of
the following:

          (i)  When any "person," as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than
the Company, its Affiliates, or any Company or NU employee benefit plan
(including any trustee of such plan acting as trustee), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of NU representing more than 20% of the combined
voting power of either (i) the then outstanding common shares of NU (the
"Outstanding Common Shares") or (ii) the Voting Securities; or

          (ii) Individuals who, as of the beginning of any twenty-four month
period, constitute the Trustees (the "Incumbent Trustees") cease for any reason
to constitute at least a majority of the Trustees or cease to be able to
exercise the powers of the majority of the Trustees, provided that any
individual becoming a trustee subsequent to the beginning of such period whose
election or nomination for election by the Company's shareholders was approved
by a vote of at least a majority of the trustees then comprising the
Incumbent Trustees shall be considered as though such individual were a member
of the Incumbent Trustees, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
hreatened election contest relating to the election of the Trustees of NU (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act); or

          (iii) Consummation by NU of a reorganization, merger or consolidation
(a "Business Combination"), in each case, with respect to which all or
substantially all of the individuals and entities who were the respective
beneficial owners of the Outstanding Common Shares and Voting Securities
immediately prior to such Business Combination do not, following consummation
of all transactions intended to constitute part of such Business Combination,
beneficially own, directly or indirectly, more than 75% of, respectively,
the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation, business trust
or other entity resulting from or being the surviving entity in such
Business Combination in substantially the same proportion as their ownership
immediately prior to such Business Combination of the Outstanding Common Shares
and Voting Securities, as the case may be; or

          (iv) Consummation of a complete liquidation or dissolution of NU or
sale or other disposition of all or substantially all of the assets of NU other
than to a corporation, business trust or other entity with respect to which,
following consummation of all transactions intended to constitute part of such
sale or disposition, more than 75% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as
the case may be, is then owned beneficially, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Shares and Voting Securities
immediately prior to such sale or disposition in substantially the same
proportion as their ownership of the Outstanding Common Shares and Voting
Securities, as the case may be, immediately prior to such sale or disposition.

     Code.  "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

     Committee.  "Committee" means the Board's Compensation Committee, or the
person or persons to which such committee delegates any of its functions under
the Plan.

     Company.  "Company" means NU and any Affiliate which is authorized by the
Board to adopt the Plan and cover its Eligible Employees and whose designation
as such has become effective upon acceptance of such status by the board of
directors of the Affiliate.  An Affiliate may revoke its acceptance of such
designation at any time, but until such acceptance has been revoked, all the
provisions of the Plan, including the authority of the Board and the Committee,
and amendments thereto shall apply to the Eligible Employees of the Affiliate.
In the event the designation is revoked by the board of directors of an
Affiliate, the Plan shall be deemed terminated only with respect to such
Affiliate.

     Disabled.  "Disabled" means a mental or physical condition which qualifies
a Participant for benefits under the Company's long term disability plan.

     Earnings Crediting Options.  "Earnings Crediting Options" means the
options selected by the Participant from time to time pursuant to which
earnings are credited to the Participant's Account.  The option for Matching
Contributions shall be deemed investments in Voting Securities and any
deemed dividends shall be deemed reinvested in additional Voting Securities.

     Effective Date.  "Effective Date" means the effective date of the Plan
which is January 1, 1998.

     Eligible Employee.  "Eligible Employee" means an Employee who is a member
of the group of selected management and/or highly compensated Employees of the
Company designated by the Committee, acting on behalf of the Company, as
eligible to participate in the Plan.

     Employee.  "Employee" means any person employed by the Company on a
regular full-time salaried basis or who is an officer of the Company, or a
member of the Board.

     End Termination Date.  "End Termination Date" means the date of
termination of a Participant's Service with the Company and its Affiliates.

     Enrollment Agreement.  "Enrollment Agreement" means the authorization
form which an Eligible Employee executes and files with the Administrator to
participate in the Plan, as described in Section 4.1.

     Incentive Plan.  "Incentive Plan" means the Northeast Utilities Incentive
Plan, effective January 1, 1998, and as amended from time to time.

     Matching Contributions.  "Matching Contributions" are those contributions
credited to the Participant's Account by the Company pursuant to Section 4.3.

     NU.  "NU" means Northeast Utilities, a Massachusetts business trust and
its successors and assigns.

     Participant.  "Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Administrator and is
participating in the Plan in accordance with the provisions of Article 4.

     Pension Committee.  "Pension Committee" means the Pension Committee as
defined in the Retirement Plan.

     Plan.  "Plan" means this plan, called the Northeast Utilities Deferred
Compensation Plan for Executives, as amended from time to time.  The Plan shall
supersede the Deferred Compensation Plan for Officers of Northeast System
Companies as of the Effective Date and the benefits payable to participants
thereunder shall instead be payable under the Plan.

     Plan Year.  "Plan Year" means the 12 month period beginning on each
January 1 and ending on the following December 31.

     Retires or Retirement.  "Retires" or "Retirement" means the termination
of the Participant's Service with the Employer (for reasons other than death)
on any retirement date of the Participant permitted under the Retirement Plan
or as otherwise agreed upon by the Board.

     Retirement Plan.  "Retirement Plan" means the Northeast Utilities Service
Company Retirement Plan.

     Savings Plan.  "Savings Plan" means the Northeast Utilities Service
Company 401k Plan.

     Service.  "Service" means the period of time during which an employment
relationship exists between an Employee and the Company as credited under the
Retirement Plan or, in the case of a member of the Board who is not a
participant in the Retirement Plan, his or her tenure as such.

     Vesting or Vested.  "Vesting" or "Vested" refers to the permanent
ownership rights to the Matching Contributions and related earnings that a
Participant earns through Years of Service.  A Participant does not vest until
the Participant has been credited with three Years of Service after the end of
the Plan Year for which the Matching Contributions were made.

Matching Contributions and related earnings are forfeited when Service
terminates, to the extent not then Vested.  A Participant is 100% Vested
automatically if a Change of Control occurs or if the Participant becomes
Disabled, Retires, or dies.  A Participant is always 100% Vested in Base
Salary Deferrals, Bonus Compensation Deferrals, and related earnings.

     Voting Securities.  "Voting Securities" means the common shares of NU,
par value $5.00 or any successor security of NU which carries the right to vote
generally in the election of the Board.

     Year of Service.  "Year of Service" for Vesting purposes is each year of
service credited to a the Participant under the Retirement Plan.


                                ARTICLE 3
                       ADMINISTRATION OF THE PLAN

     The Administrator is hereby authorized to administer the Plan and
establish, adopt, or revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan.  The Administrator shall have
discretionary authority to construe and interpret the Plan, to make
determinations, including factual determinations, and to determine the rights,
if any, of Participants and Beneficiaries under the Plan which, subject to the
claims procedure set forth in Section 12.2, shall be final and binding upon any
Participant and Beneficiary affected thereby.

     The Administrator and members of the Committee and the Pension Committee
shall be eligible to participate in the Plan while serving as such, but no such
person shall vote or act upon any matter which relates solely to such person's
interest in the Plan as a Participant.


                                ARTICLE 4
                              PARTICIPATION

     4.1  Annual Election to Participate.  Annually, all Eligible Employees
will be offered the opportunity to make Base Salary and Bonus Compensation
Deferrals.  Any Eligible Employee may enroll in the Plan effective as of the
first day of a Plan Year by filing a completed and fully executed Enrollment
Agreement with the Administrator prior to the end of December of the Plan Year
preceding the Plan Year for which the deferral is to occur (or June 30 of the
Plan Year preceding the Plan Year in which Bonus Compensation subject to
a Bonus Compensation Deferral is to be paid).  Pursuant to said Enrollment
Agreement, the Eligible Employee shall irrevocably elect the percentages (up to
100%) by which Base Salary or cash Bonus Compensation (in each case after non-
deferrable payroll tax deductions) of such Eligible Employee for the Plan Year
will be deferred and shall provide such other information as the Administrator
shall require.  The Enrollment Agreement filed by an Eligible Employee for any
Plan Year must also set forth the Participant's election as to the time and
manner of distribution from the Participant's Account which may be (i) the
second day of any Plan Year that begins at least three Plan Years after the
Plan Year of the deferral (as to all amounts then credited to the Participant's
Account that are Vested) or the Participant's attainment of age 65, if earlier,
(ii) the Participant's End Termination Date, (iii) the earlier of (i) or (ii),
or (iv) the later of (i) or (ii).

     4.2  New Eligible Employees.  The Administrator, acting on behalf of the
Company, may permit Employees who first become Eligible Employees after the
beginning of a Plan Year to enroll in the Plan for that Plan Year by filing a
completed and fully executed Enrollment Agreement, in accordance with
Section 4.1, as soon as practicable following the date the Employee becomes an
Eligible Employee but, in any event, within 30 days after such date.
Notwithstanding the foregoing, however, any election by an Eligible Employee,
pursuant to this section, to defer Base Salary or Bonus Compensation shall
apply only to such amounts as are otherwise to be paid or shares of Voting
Securities to be received by the Eligible Employee after the date on which
such Enrollment Agreement is filed.

     4.3  Matching Contributions.  An Eligible Employee who elects to
participate in the Plan pursuant to Section 4.1 or Section 4.2 shall be
eligible to receive Matching Contributions by the Company.  The amount of such
Matching Contributions for a Plan Year shall be 100% of the Base Salary and
Bonus Compensation Deferrals for the Plan Year, not to exceed the amount by
which 3% of the Participant's Base Salary for the Plan Year exceeds the amount
of matching contributions made for the Participant for the Plan Year under the
Savings Plan.  Matching Contributions will be credited as frequently
as determined by the Administrator, acting on behalf of the Company, but in
any event at least once per year.  Matching Contributions will be credited as
soon as practicable in the Participant's final year of participation in the
Plan.



                                ARTICLE 5
                                ACCOUNTS

     5.1  Accounts.  The Administrator shall establish and maintain a separate
Account with respect to a Participant.  The amount of Base Salary and/or Bonus
Compensation deferred pursuant to Section 4.1 or Section 4.2 shall be credited
by the Company to the Participant's Account no later than the first day of the
month following the month in which such Base Salary and/or Bonus Compensation
would otherwise have been paid.  Any amount once taken into account as Base
Salary and/or Bonus Compensation for purposes of this Plan shall not be taken
into account thereafter.  The Participant's Account shall be reduced by the
amount of payments made by the Company to the Participant or the Participant's
Beneficiary pursuant to this Plan.

     5.2  Earnings on Accounts.  A Participant's Account shall be credited with
earnings in accordance with the Earnings Crediting Options elected by the
Participant from time to time for deferrals credited to the Account.
Participants may allocate their Account among the Earnings Crediting Options
available under the Plan only in whole percentages of not less than five
percent.  The deemed rate of return, positive or negative, credited under each
Earnings Crediting Option is based upon the actual investment performance of
the corresponding investment portfolios under the Savings Plan (except that
Matching Contributions and earnings thereon shall at all times be deemed
invested and reinvested in Voting Securities) and shall equal the total return
of such investment fund net of asset based charges, including, without
limitation, money management fees and fund expenses.  The Company reserves the
right, on a prospective basis, to add or delete Earnings Crediting Options.

     5.3  Earnings Crediting Options.  Except as otherwise provided pursuant
to Section 5.2, the Earnings Crediting Options available under the Plan shall
consist of options which correspond to the investment funds maintained from
time to time under the Savings Plan.  In the event of a stock split, stock
dividend, reclassification, reorganization or other capital adjustment in the
Voting Securities, the number of deemed shares of Voting Securities then
credited to the Participant's Account shall be adjusted in the same manner
as the shares of Voting Securities are adjusted.  Notwithstanding that the
rates of return credited to Participants' Accounts under the Earnings Crediting
Options are based upon the actual performance of the corresponding investment
funds (or the number of Voting Securities), or such other investment funds
as the Company may designate, the Company shall not be obligated to invest
any Base Salary and/or Bonus Compensation deferred by Participants under this
Plan, Matching Contributions, or any other amounts, in such portfolios or in
any other investment funds.

     5.4  Changes in Earnings Crediting Options.  A Participant may change the
Earnings Crediting Options to which the Participant's Account is deemed to be
allocated not more frequently than is permitted under the Savings Plan.  Each
such change may include (a) reallocation of the Participant's existing Account
in whole percentages of not less than five percent, and/or (b) change in
investment allocation of amounts to be credited to the Participant's Account
in the future, as the Participant may elect.  Notwithstanding the foregoing,
however, in the event the Company deletes an Earnings Crediting Option, a
Participant whose Account is allocated to such Earnings Crediting Option, in
whole or in part, shall be entitled to reallocate the Account and/or any
amounts to be credited in the future to such Account among the remaining
Earnings Crediting Options, at the time of such deletion, without regard to
any annual limit on such changes.

     5.5  Valuation of Accounts.  The value of a Participant's Account as of
any date shall equal the amounts theretofore credited to such Account,
including any earnings (positive or negative) deemed to be earned on such
Account in accordance with Section 5.2 through the day preceding such date,
less the amounts theretofore deducted from such Accounts.  The value of
that portion of the Participant's Account attributable to Matching
Contributions shall equal the value of the number of shares of Voting
Securities credited to the Participant's Account plus the number of such shares
deemed purchased by reinvesting the earnings on Voting Securities already
deemed credited to the Participant's Account.

     5.6  Statement of Accounts.  The Administrator shall provide to each
Participant, not less frequently than quarterly, a statement in such form as
the Administrator deems desirable setting forth the balance standing to the
credit of each Participant in the Participant's Account.

     5.7  Distributions from Accounts.  Any distribution made to or on behalf
of a Participant from the Participant's Account in an amount which is less than
the entire balance of such Account shall be made pro rata from each of the
Earnings Crediting Options to which such Account is then allocated.


                                ARTICLE 6
                          DISTRIBUTION OPTIONS

     6.1  Election of Distribution Option.  In each Enrollment Agreement filed
with the Administrator for a Plan Year, an Eligible Employee shall elect the
time and manner of payment pursuant to which all deferrals credited to the
Eligible Employee's Account for that Plan Year (and earnings thereon) will be
distributed, by electing distribution at a date certain in the future, which
may be (i) the second day of any Plan Year that begins at least three Plan
Years after the Plan Year of the deferral (as to all amounts then credited to
the Participant's Account that are Vested) or the Participant's attainment
of age 65, if earlier, (ii) the Participant's End Termination Date, (iii) the
earlier of (i) or (ii), or (iv) the later of (i) or (ii).


     6.2  Distribution following Change of Control.  In the event that a
Participant terminates Service for any reason within two years following a
Change of Control, notwithstanding anything else in this Plan to the contrary,
the Participant's Account shall be distributed, in a single lump sum, in cash,
as provided in Article VII, within 30 days following the date of the
termination of Service.


                                ARTICLE 7
                        BENEFITS TO PARTICIPANTS

     7.1  Benefits Elected to be Paid On or After End Termination Date.
Benefits elected to be paid to a Participant on or after the End Termination
Date shall be paid as follows:

          (a)  Benefits Upon Retirement.  In the case of a Participant whose
Service with the Company terminates on account of Retirement, the Participant's
Account shall be distributed in one of the following methods, as elected by the
Participant in writing either in the Enrollment Agreement or in a separate
election made prior to the last day of the Plan Year in which occurs the date
of the Participant's Retirement:  (i) in a lump sum; or (ii) in the event the
balance to be distributed is at least $250,000, in 5, 10, 15, or 20 annual
installments.  Any lump-sum benefit payable in accordance with this paragraph
shall be paid in cash not later than January 31 of the Plan Year following the
Plan Year in which occurs the Participant's Retirement or, if later, attainment
of age 65 as elected by the Participant in accordance with this Section or
Section 6.1, in an amount equal to the value of such Account as of the last
business day of the Plan Year preceding the date of payment.  Annual
installment payments in cash shall commence not later than January 31 of the
Plan Year following the Plan Year in which occurs the Participant's Retirement
or if later, attainment of age 65, as elected by the Participant in accordance
with this Section or Section 6.1, in an amount equal to (i) the value of such
Account as of the last business day of the Plan Year preceding the date of
payment, divided by (ii) the number of annual installment payments elected by
the Participant in the Enrollment Agreement or in the separate election.  The
remaining annual installments shall be paid not later than January 31 of each
succeeding Plan Year in an amount equal to (i) the value of such Account as of
the last business day of the immediately preceding Plan Year divided by
(ii) the number of installments remaining.

          (b)  Benefits Upon Termination of Employment.  In the case of a
Participant whose Service with the Company terminates prior to the earliest
date on which the Participant is eligible for Retirement, other than on account
of becoming Disabled or by reason of death, the Vested portion of a
Participant's Account shall be distributed in a lump sum, in cash, as soon as
practicable following the Participant's End Termination Date.

     7.2  Benefits Elected to be Paid at a Date Certain.

     (a)  Benefits Prior to Occurrence of End Termination Date.  Benefits
elected to be paid to a Participant at a date certain shall be paid as follows:

     The portion of such Participant's Account for any date certain election
shall be paid to the Participant commencing no later than January 31 of the
Plan Year irrevocably elected by the Participant in the Enrollment Agreement
pursuant to which such date certain was elected, which may be no earlier
than the second day of any Plan Year that begins at least three Plan Years
after the Plan Year of the deferral, in one lump sum or in annual installments
payable over 2, 3 or 4 years.  Any lump-sum benefit payable in accordance with
this paragraph shall be paid in cash not later than January 31 of the Plan Year
elected by the Participant in accordance with Section 6.1, in an amount equal
to the value of the portion of such Account for which a date certain
distribution was elected, as of the last business day of the Plan Year
preceding the date of payment.  Annual installment payments, if any, shall
commence not later than January 31 of the Plan Year as elected by the
Participant in accordance with this Section, in cash, in an amount equal to (i)
the value of the portion of such Account for which a date certain distribution
was elected, as of the last business day of the Plan Year preceding the date of
payment, divided by (ii) the number of annual installment payments elected by
the Participant.  The remaining annual installments shall be paid not later
than January 31 of each succeeding year in an amount equal to (i) the value of
such Account as of the last business day of the immediately preceding Plan Year
divided by (ii) the number of installments remaining.

     (b)  Benefits Upon Occurrence of End Termination Date.  In the case of
a Participant whose Service with the Company terminates prior to the completion
of any distribution for which a date certain election is then in effect, other
than on account of Retirement, Disability or death, the Vested portion of the
Participant's Account (or any remaining installments thereof, in the case of a
distribution in installments not completed as of the End Termination Date)
shall be distributed either in installments or in a lump sum, according to the
Participant's date certain election in the Enrollment Agreement.  If the End
Termination Date occurs prior to the date certain, the Participant's Account
shall be distributed in one of the following methods, as elected by the
Participant in writing either in the Enrollment Agreement or in a separate
election made prior to the last day of the Plan Year in which occurs the
Participant's End Termination Date: (i) in a lump sum; or (ii) in annual
installments payable over 2, 3 or 4 years.  Any lump-sum benefit payable in
accordance with this paragraph shall be paid in cash, not later than
January 31 of the Plan Year following the Plan Year in which occurs the
Participant's End Termination Date, in an amount equal to the value of such
Account as of the last business day of the Plan Year preceding the date of
payment.


                                ARTICLE 8
                               DISABILITY

     In the event a Participant becomes Disabled, the Participant's right to
make any further deferrals under this Plan shall terminate as of the date for
which the Participant first receives benefits under the Company's long term
disability plan, as amended from time to time.  The Participant's Account shall
continue to be credited with earnings in accordance with Section 5.2 until such
Account is fully distributed.  For purposes of this Plan, a Disabled
Participant will not be treated as having terminated Service.  The
Participant's Account shall be distributed to the Participant in accordance
with Section 7.1 or 7.2 as applicable, provided, however, that distribution of
the Participant's Account, to the extent distributable under Section 7.1, shall
commence not later than January 31 of the Plan Year immediately following the
earlier of (a) the Plan Year in which the Participant first becomes eligible
for Retirement, or (b) the Plan Year in which the Participant first received
benefits under the Company's long term disability plan, as amended from time to
time.  The Participant's Account to the extent distributable under section 7.2
will be distributed to the Participant without regard to the fact that the
Participant became Disabled.


                                ARTICLE 9
                            SURVIVOR BENEFITS

     9.1  Death of Participant Prior to the Commencement of Benefits.  In the
event of a Participant's death prior to the commencement of benefits in
accordance with Article 7, benefits shall be paid to the Participant's
Beneficiary, as determined under Section 12.3, pursuant to Section 9.2 or 9.3,
whichever is applicable, in lieu of any benefits otherwise payable under the
Plan to or on behalf of such Participant.

     9.2  Survivor Benefits at Retirement.  To the extent a Participant elected
distribution on or after Retirement and dies prior to the commencement of
benefits pursuant to Section 7.1, distribution of such portion of the
Participant's Account shall be made (a) in a lump sum in cash, as soon as
practicable following the Participant's death, or (b) in the manner and at
such time as such Account would otherwise have been distributed in accordance
with Section 7.1 had the Participant lived, as elected by the Participant in
the Enrollment Agreement pursuant to which such election to distribute on or
after Retirement was made.  The amount of any lump sum benefit payable in
accordance with this Section shall equal the value of such portion of the
Participant's Account as of the last business day of the calendar month
immediately preceding the date on which such benefit is paid.  The amount
of any annual installment benefit payable in accordance with this Section shall
equal (a) the value of such portion of the Participant's Account as of the last
business day of the calendar month immediately preceding the date on which such
installment is paid, divided by (b) the number of annual installments remaining
to be paid pursuant to the election of the Participant.

     9.3  Survivor Benefits Under the Date Certain Election.  In the case of a
Participant who elected a date certain distribution of all or a portion of the
Participant's Account and who dies prior to the date certain on which all or a
portion of the Participant's Account is to be paid pursuant to Section 7.2,
distribution of such portion of the Participant's Account shall be made (a) in
a lump sum in cash, as soon as practicable following the Participant's death,
or (b) at such time and in such form as such distribution would otherwise
have been distributed in accordance with Section 7.2 had the Participant lived,
as irrevocably elected by the Participant in the Enrollment Agreement pursuant
to which such date certain election was made.  The amount of any lump sum
benefit payable in accordance with this  Section shall equal the value
of such portion of the Participant's Account as of the last business day of
the calendar month immediately preceding the date on which such benefit is
paid.

     9.4  Death of Participant After Benefits Have Commenced.  In the event a
Participant dies after annual installment benefits payable under Section 7.1 or
7.2 from the Participant's Account have commenced, but before the entire
balance of such installments have been paid, any remaining installments shall
continue to be paid to the Participant's Beneficiary at such times and in such
amounts as they would have been paid to the Participant had the Participant
survived.

     9.5  Changes in Earnings Crediting Options.  In the event of a deferred
distribution under this Article, the Beneficiary shall be permitted to make
changes in the Earnings Crediting Options to the same extent that the
Participant would have been entitled to make such changes under Section 5.4
during such deferral period.


                                ARTICLE 10
                            EMERGENCY BENEFIT

     In the event that the Pension Committee, upon written request of a
Participant, determines, in its sole discretion, that the Participant has
suffered an unforeseeable financial emergency, the Company shall pay to the
Participant from the Vested portion of the Participant's Account, as soon as
practicable following such determination, an amount necessary to meet the
emergency, after deduction of any and all taxes as may be required pursuant
to Section 12.8 (the "Emergency Benefit").  For purposes of this Plan, an
unforeseeable financial emergency is an unexpected need for cash arising
from an illness, casualty loss, sudden financial reversal, or other such
unforeseeable occurrence.  Cash needs arising from foreseeable events such as
the purchase of a house or education expenses for children shall not be
considered to be the result of an unforeseeable financial emergency.
Emergency Benefits shall be paid in cash.  Notwithstanding anything in
this Plan to the contrary, a Participant who receives an Emergency Benefit in
any Plan Year shall not be entitled to make any further deferrals for the
remainder of such Plan Year.  It is intended that the Pension Committee's
determination as to whether a Participant has suffered an "unforeseeable
financial emergency" shall be made consistent with the requirements under
Section 457(d) of the Code.


                               ARTICLE 11
                        ACCELERATED DISTRIBUTION

     11.1 Availability of Withdrawal Prior to Retirement.  Upon written
election to the Administrator, a Participant may elect to withdraw all or a
portion of the Participant's Account at any time prior to the time such
Distribution Account otherwise becomes payable under the Plan, provided the
conditions specified in Section 11.3, Section 11.4, and Section 11.5 are
satisfied.

     11.2 Acceleration of Periodic Distributions.  Upon written election to
the Administrator, a Participant or Participant's Beneficiary who is receiving
installment payments under the Plan may elect to have the remaining
installments distributed in the form of an immediately payable lump sum,
provided the condition specified in Section 11.3 is satisfied.

     11.3 Forfeiture Penalty.  In the event of a withdrawal pursuant to
Section 11.1, or an accelerated distribution pursuant to Section 11.2, the
Participant shall forfeit from the Participant's Account an amount equal to 10%
of the amount of the withdrawal or accelerated distribution, as the case may
be.  The forfeited amount shall be deducted from the Account prior to giving
effect to the requested withdrawal or acceleration.  The Participant and the
Participant's Beneficiary shall not have any right or claim to the forfeited
amount, and the Company shall have no obligation whatsoever to the Participant,
the Participant's Beneficiary or any other person with regard to the forfeited
amount.

     11.4 Minimum Withdrawal.  In no event shall the amount withdrawn in
accordance with Section 11.1 be less than 25% of the amount credited to the
Participant's Account immediately prior to the withdrawal taking into account
any other distributions from the Participant's Account that were made at
the same time.

     11.5 Suspension from Deferrals.  In the event of a withdrawal pursuant to
Section 11.1, a Participant who is otherwise eligible to make deferrals under
Article 4 shall be prohibited from making any deferrals with respect to the
Plan Year immediately following the Plan Year during which the withdrawal was
made, and any election previously made by the Participant with respect to
deferrals for the Plan Year of the withdrawal shall be void and of no effect
with respect to subsequent deferrals in such Plan Year.


                               ARTICLE 12
                              MISCELLANEOUS

     12.1 Amendment and Termination.  The Plan may be amended, suspended,
discontinued or terminated at any time by NU; provided, however, that no such
amendment, suspension, discontinuance or termination shall reduce or in any
manner adversely affect the rights of any Participant with respect to
benefits that are payable or may become payable under the Plan based upon the
balance of the Participant's Account as of the effective date of such
amendment, suspension, discontinuance or termination.


     12.2 Claims Procedure.

          (a)  Claim.  A person who believes that he is being denied a benefit
to which he is entitled under the Plan (hereinafter referred to as a
"Claimant") may file a written request for such benefit with the Administrator,
setting forth his claim.

          (b)  Claim Decision.  Upon receipt of a claim, the Administrator
shall advise the Claimant that a reply will be forthcoming within ninety (90)
days and shall, in fact, deliver such reply within such period.  The Human
Resources Department of the Company may, however, extend the reply period for
an additional ninety (90) days for reasonable cause.

     If the claim is denied in whole or in part, the Claimant shall be provided
a written opinion, using language calculated to be understood by the Claimant,
setting forth:

          (i)  The specific reason or reasons for such denial;

          (ii)  The specific reference to pertinent provisions of this Plan
on which such denial is based;

          (iii)  A description of any additional material or information
necessary for the Claimant to perfect his claim and an explanation why such
material or such information is necessary;

          (iv)  Appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review; and

          (v)  The time limits for requesting a review under subsection (c)
and for review under subsection (d) hereof.

          (c)  Request for Review.  Within sixty (60) days after the
receipt by the Claimant of the written opinion described above, the Claimant
may request in writing that the Pension Committee review the determination of
the Administrator.  The Claimant or his duly authorized representative may,
but need not, review the pertinent documents and submit issues and comment in
writing for consideration by the Pension Committee.  If the Claimant does
not request a review of the initial determination within such sixty (60) day
period, the Claimant shall be barred and estopped from challenging the
determination.

          (d)  Review of Decision.  Within sixty (60) days after the Pension
Committee's receipt of a request for review, it will review the initial
determination.  After considering all materials presented by the Claimant, the
Pension Committee will render a written opinion, written in a manner calculated
to be understood by the Claimant, setting forth the specific reasons for the
decision and containing specific references to the pertinent provisions of this
Plan on which the decision is based.  If special circumstances require that the
sixty (60) day time period be extended, the Pension Committee will so
notify the Claimant and will render the decision as soon as possible, but no
later than one hundred twenty (120) days after receipt of the request for
review.

     12.3 Designation of Beneficiary.  Each Participant may designate a
Beneficiary or Beneficiaries (which Beneficiary may be an entity other than a
natural person) to receive any payments which may be made following the
Participant's death.  Such designation may be changed or canceled at any time
without the consent of any such Beneficiary.  Any such designation, change or
cancellation must be made in a form approved by the Administrator and shall not
be effective until received by the Administrator.  If no Beneficiary has been
named, or the designated Beneficiary or Beneficiaries shall have predeceased
the Participant, the Beneficiary shall be the Participant's Savings Plan
beneficiary, or, if none, the Participant's estate.  If a Participant
designates more than one Beneficiary, the interests of such Beneficiaries shall
be paid in equal shares, unless the Participant has specifically designated
otherwise.

     12.4 Limitation of Participant's Right.  Nothing in this Plan shall be
construed as conferring upon any Participant any right to continue in the
employment of the Company, nor shall it interfere with the rights of the
Company to terminate the employment of any Participant and/or to take any
personnel action affecting any Participant without regard to the effect
which such action may have upon such Participant as a recipient or prospective
recipient of benefits under the Plan.

     12.5 No Limitation on Company Actions.  Nothing contained in the Plan
shall be construed to prevent the Company from taking any action which is
deemed by it to be appropriate or in its best interest; provided, however, that
no such action may diminish the then balance or value of the Participant's
Account.  No Participant, Beneficiary, or other person shall have any claim
against the Company as a result of such action.  Any decisions, actions or
interpretations to be made under the Plan by the Company or the Board, or the
Committee acting on behalf of the Company, shall be made in its respective sole
discretion, not as a fiduciary, need not be uniformly applied to similarly
situated individuals and shall be final, binding and conclusive on all persons
interested in the Plan.

     12.6 Obligations to Company.  If a Participant becomes entitled to a
distribution of benefits under the Plan, and if at such time the Participant
has outstanding any debt, obligation, or other liability representing an amount
owing to theCompany, then the Company may offset such amount owed to it
against the amount of benefits otherwise distributable.  Such determination
shall be made by the Administrator.

     12.7 Nonalienation of Benefits.  Except as expressly provided herein, no
Participant or Beneficiary shall have the power or right to transfer (otherwise
than by will or the laws of descent and distribution), alienate, or otherwise
encumber the Participant's interest under the Plan.  The Company's obligations
under this Plan are not assignable or transferable except to (a) any
corporation or partnership which acquires all or substantially all of the
Company's assets or (b) any corporation or partnership into which the Company
may be merged or consolidated.  The provisions of the Plan shall inure to the
benefit of each Participant and the Participant's Beneficiaries, heirs,
executors, administrators or successors in interest.

     12.8 Withholding Taxes.  The Company may make such provisions and take
such action as it may deem necessary or appropriate for the withholding of any
taxes which the Company is required by any law or regulation of any
governmental authority, whether Federal, state or local, to withhold in
connection with any benefits under the Plan from any amount otherwise payable
to the Participant (or Beneficiary).  Each Participant, however, shall be
responsible for the payment of all individual tax liabilities relating to any
such benefits.

     12.9 Unfunded Status of Plan.  The Plan is intended to constitute an
"unfunded" plan of deferred compensation for Participants.  Benefits payable
hereunder shall be payable out of the general assets of the Company, and no
segregation of any assets whatsoever for such benefits shall be made.
Notwithstanding any segregation of assets or transfer to a grantor trust, with
respect to any payments not yet made to a Participant, nothing contained herein
shall give any such Participant any rights to assets that are greater than
those of a general creditor of the Company.

     12.10     Severability.  If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full force and
effect without regard to such unenforceable provision and shall be applied as
though the unenforceable provision were not contained in the Plan.

     12.11     Governing Law.  The Plan shall be construed in accordance with
and governed by the laws of the State of Connecticut, without reference to the
principles of conflict of laws.

     12.13     Headings.  Headings are inserted in this Plan for convenience of
reference only and are to be ignored in the construction of the provisions of
the Plan.

     12.14     Gender, Singular and Plural.  All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, or neuter, as the
identity of the person or persons may require.  As the context may require, the
singular may read as the plural and the plural as the singular.

     12.15     Notice.  Any notice or filing required or permitted to be given
to the Committee, the Pension Committee, or the Administrator under the Plan
shall be sufficient if in writing and hand delivered, or sent by registered or
certified mail, to the Human Resources Department, or to such other entity as
the Administrator may designate from time to time.  Such notice shall be deemed
given as to the date of delivery, or, if delivery is made by mail, as of the
date shown on the postmark on the receipt for registration or certification.

     12.16     Disclaimer of Liability.  The Declaration of Trust of NU
provides that no shareholder of NU shall be held to any liability whatever for
the payment of any sum of money, or for damages or otherwise under any
contract, obligation or undertaking made, entered into or issued by the Board
or by any officer, agent or representative elected or appointed by the Board,
and no such contract, obligation or undertaking shall be enforceable against
the Board or any of them in their or his or her individual capacities or
capacity and all such contracts, obligations and undertakings shall be
enforceable only against the Board as such, and every person or entity, having
any claim or demand arising out of any such contract, obligation or undertaking
shall look only to the trust estate for the payment or satisfaction thereof.