Exhibit 10.41.5

                    CONSULTING AGREEMENT

This Consulting Agreement is entered into as of the 21st day of December, 2002,
between Northeast Utilities Service Company ("the Company") and Bruce D. Kenyon
("Consultant").

1.   Independent Contractor.  Subject to the terms and conditions of this
  Consulting Agreement, the Company hereby engages Consultant as an independent
  contractor, within the scope and meaning of the Internal Revenue Code and
  Connecticut common law, to perform the services set forth herein, and the
  Consultant hereby accepts such engagement under these terms.  This Consulting
  Agreement shall not render Consultant an employee, partner, agent of, or
  joint venturer with the Company for any purpose.  Consultant is and will
  remain an independent contractor in his relationship to the Company.

2.   Scope of Consulting Services.  Pursuant to this Agreement, Consultant will
  serve as the Northeast Utilities ("NU") system's lead in managing NU's
  residual nuclear responsibilities, including, but not limited to, serving as
  Chairman of the Connecticut Yankee Atomic Power Company ("CY") and Yankee
  Atomic Electric Company ("YA") Boards of Directors and their Executive
  Committees, serving as a member of the Maine Yankee Atomic Power Company
  ("MY") Board of Directors and its Executive Committee, and serving as a
  member of the Vermont Yankee Nuclear Power Corporation ("VY") Board of
  Directors.  Consultant will take direction from and provide a monthly written
  report suitable for review by NU's Board of Trustees, as well as providing
  verbal updates regarding significant matters to CEO and President - Utility
  Group, as appropriate.  Finally, Consultant will be responsible for providing
  such services related to the NU system's nuclear responsibilities as may
  be requested from time to time by the NU CEO.

3.   Term of Consulting Agreement.  The Consultant agrees to  provide the
  aforementioned services to the Company for a period of twenty-four months,
  beginning January 1, 2003, and ending December 31, 2004.  The Company may
  extend this agreement for up to one additional year, with mutual agreement
  of Consultant, under the same terms and conditions set forth herein, by
  giving notice to Consultant at least 60 days in advance of December 31, 2004.

4.   Consulting Fees.  Consultant shall receive for his services $20,000 per
  month.  If Consultant provides services for more than eight days per month in
  aggregate for a twelve month period (or shorter period if renewal is for
  fewer than twelve months), then Consultant shall receive for his services
  total payments excluding expenses at a rate of $2,500.00 per day or portion
  of a day.  The Company will pay monthly $20,000 Consultant's fees within
  fifteen days after the end of each month and will pay for days exceeding
  ninety-six days per year within fifteen days of the receipt of the
  corresponding invoices from Consultant.  The Company shall not be responsible
  for withholding taxes with respect to Consultant's fees hereunder and shall
  issue to the Consultant an IRS Form 1099 for any fees paid to Consultant
  hereunder.  Consultant acknowledges and agrees that he shall remain fully
  responsible for the payment of any and all taxes arising out of the payment
  terms of this Consulting Agreement.  Consultant shall have no claim against
  the Company hereunder for vacation pay, sick leave pay, retirement benefits,
  social security, worker's compensation, health or disability benefits,
  unemployment insurance benefits, or employee benefits of any kind.

5.   Expenses.  Within one month of the effective date of this Agreement,
  the Company shall pay to Consultant the sum of Twenty-Five Thousand Dollars
  ($25,000.00), which sum is intended to compensate Consultant for all expenses
  incurred in performance of his duties under this Agreement for the first year
  of its term, with the exception of travel costs to or from a location outside
  the New England region.  A similar payment will be made in the first month of
  the second year of the term of this Agreement.  For costs associated with
  travel outside the New England region, Consultant shall bill the Company for,
  and the Company shall reimburse him for, all reasonable and approved
  out-of-pocket expenses that are incurred in connection with such travel
  necessitated by the performance of Consultant's duties hereunder.

6.   Use of Company Equipment.  The Company will provide to Consultant,
  throughout the term of this Agreement, the use of a computer, telephone,
  facsimile machine, and copy machine, as well as other equipment that is
  reasonably necessary for Consultant to perform his duties under this
  Agreement.  All such equipment will remain the property of the Company.

7.   Confidentiality/Nondisclosure of Information:  Consultant agrees that,
  during the term of this Agreement and at all times thereafter, the Consultant
  will not, either directly or indirectly, divulge, disclose or communicate to
  any person, firm, business, utility, association, partnership or corporation,
  any confidential or proprietary information or studies prepared by, for, or
  on behalf of the NU system, including, without limiting the generality of the
  foregoing, the names of any of the NU system's actual or prospective
  suppliers and/or customers, or the prices at which any company in the NU
  system sells or purchases, has sold or purchased, or potentially may sell or
  purchase power or fuel, marketing or financial studies, marketing or
  financial strategies, energy delivery or energy management studies, or any
  other information of, about, or concerning the business, business plans, or
  strategies of NU system companies that have been identified as confidential
  or proprietary and are not in the public forum, except with NU's prior,
  written consent.  Consultant further agrees not to use any such information
  other than for the direct benefit of NU.

8.   Conflicts of Interest.  During the term of this Consulting Agreement, the
  Consultant shall devote as much of his productive time, energy and abilities
  to the performance of his duties hereunder as is necessary to perform the
  required duties in a timely and productive manner.  The Consultant is
  expressly free to perform services for other parties while performing services
  for the Company.

9.   Indemnification.  The Company shall indemnify, defend, and hold Consultant
  harmless from and against any and all costs (including but not limited to
  reasonable litigation expenses and attorney's fees), settlements, judgments,
  liabilities, fines, penalties or damages whatsoever arising out of claims
  of third parties for which Consultant may become liable by reason of the
  performance of duties required by this Consulting Agreement, except,
  however, that such indemnification, duty to defend, and hold harmless
  obligations shall not extend or pertain to instances of gross negligence or
  intentional or willful misconduct.  Except as covered in the preceding
  sentence, Consultant agrees to indemnify and forever hold the Company, its
  parent, and all other member companies of the Northeast Utilities holding
  company system and their respective trustees, officers, directors and
  employees, harmless for any damage and/or personal injury to Consultant
  resulting from or in any way connected with Consultant's work for the
  Company under this agreement.

10.  Equitable Relief.  The parties hereto acknowledge that the services to be
  rendered by Consultant under this Consulting Agreement and the rights and
  privileges granted to the Company under the Agreement are of a special,
  unique, unusual, and extraordinary character which gives them a peculiar
  value, the loss of which cannot be reasonably or adequately compensated by
  damages in any action at law, and the breach by Consultant of any of the
  provisions of this Agreement will cause the Company irreparable injury and
  damage.

11.  Termination.  The Company may terminate this Agreement and the engagement
  of Consultant hereunder upon written notice to Consultant at any time and for
  any reason.  In the event of such termination other than for "cause" as set
  forth below, the Company will pay Consultant the remaining amounts due under
  this Consulting Agreement for the remainder of its term.  If Consultant is
  convicted of any crime or offense, fails or refuses to comply with the
  written policies or reasonable directive of the Company, is guilty of serious
  misconduct in connection with performance hereunder, or materially breaches
  any provision of this Consulting Agreement, the Company may terminate this
  Consulting Agreement for cause and, after compensating Consultant for his
  services rendered through the termination date, will have no further
  obligations to Consultant under this Consulting Agreement.  Consultant may
  terminate this agreement if, for reasons beyond Consultant's control,
  Consultant is unable to fulfill the obligations of this Agreement.  In the
  event that Consultant terminates this Agreement, the Company, after
  compensating Consultant for his services rendered through the termination
  date, will have no further obligations to Consultant under this Consulting
  Agreement.

12.  Successors and Assigns.  All of the provisions of this Consulting
  Agreement shall be binding upon and inure to the benefit of the parties
  hereto and their respective heirs, if any, successors, and assigns.

13.  Choice of Law.  The laws of the state of Connecticut shall govern the
  validity of this Consulting Agreement, the construction of its terms and the
  interpretation of the rights and duties of the parties hereto.

14.  Arbitration. Any controversies arising out of the terms of this Consulting
  Agreement or its interpretation shall be submitted to binding arbitration
  pursuant to the rules and procedures of the American Arbitration Association
  in the State of Connecticut.  The decision of the arbitrator shall be final
  and binding, and the arbitrator shall be authorized to award the prevailing
  party that party's reasonable attorneys' fees and costs, including that
  party's share of the arbitrator's fees, incurred in connection with the
  arbitration.

15.  Waiver.  Waiver by one party hereto of breach of any provision of this
  Consulting Agreement  by the other shall not operate or be construed as a
  waiver of any other provision of this Consulting Agreement.

16.  Assignment.  Consultant shall not assign any of his rights under this
  Agreement, or delegate the performance of any of his duties hereunder,
  without the prior written consent of the Company.

17.  Notices.  Any and all notices, demands, or other communications required
  or desired to be given hereunder by any party shall be in writing and shall
  be validly given or made: (1) by the Company, if mailed certified mail,
  return receipt requested, to:  Bruce D. Kenyon, 16 Sandpiper Point Road,
  Old Lyme, CT  06371; and (2) by Consultant, if mailed certified mail,
  return receipt requested, to Northeast Utilities Service Company,
  P.O. Box 270, Hartford, CT 06141.

18.  Complete Agreement/Modification or Amendment.  This is the complete
  agreement between the parties.  No amendment, change or modification of
  this Agreement shall be valid unless in writing signed by the parties hereto.

19.  Unenforceability of Provisions.  If any provision of this Consulting
  Agreement, or any portion thereof, is held to be invalid and unenforceable,
  then the remainder of this Consulting Agreement shall nevertheless remain in
  full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
day and year first written above.


NORTHEAST UTILITIES                BRUCE D. KENYON
     SERVICE COMPANY


By: /s/ Michael G. Morris         /s/ Bruce D. Kenyon
Its: Chairman, President
     and CEO