Exhibit 4.4.3

TWENTY-FOURTH SUPPLEMENTAL INDENTURE dated as of the first day of March,
1967, made and entered into by and between WESTERN MASSACHUSETTS ELECTRIC
COMPANY, a corporation organized under the laws of the Commonwealth of
Massachusetts having its principal place of business at West Springfield in
the County of Hampden, in said Commonwealth, (hereinafter called the Company)
and OLD COLONY TRUST COMPANY, a corporation organized under the laws of the
Commonwealth of Massachusetts, and having its principal office and usual
place of business at Boston in the County of Suffolk in said Commonwealth,
(hereinafter called the Trustee).

WITNESSETH that:

WHEREAS the Company has heretofore executed and delivered to the Trustee its
First Mortgage Indenture and Deed of Trust dated as of August 1, 1954,
(hereinafter as amended by a First Supplemental Indenture dated as of October
1, 1954, called the Original Indenture) conveying certain property therein
described in trust as security for the Bonds of the Company to be issued
thereunder as therein provided and for other purposes more particularly
specified therein, and the Trustee has accepted said Trust; and

WHEREAS there are now outstanding thereunder $11,000,000 aggregate principal
amount of First Mortgage Bonds, Series A, 2.95% due October 1, 1973; under
said First Supplemental Indenture, $6,000,000 aggregate principal amount of
First Mortgage Bonds, Series B, 3 1/8%, due October 1, 1984; under a Sixth
Supplemental Indenture, $12,000,000 aggregate principal amount of First
Mortgage Bonds, Series C, 4 3/8% due April 1, 1987; and under a Sixteenth
Supplemental Indenture $8,000,000 aggregate principal amount of First
Mortgage Bonds, Series E, 4 3/8%, due May 1, 1992; and

WHEREAS the Company has authorized the issue pursuant to Section 3.08 of the
Original Indenture of an additional series of its fully registered First
Mortgage Bonds without coupons, to be issued under the Original Indenture and
this Twenty-fourth Supplemental Indenture (hereinafter with all prior
Supplemental Indentures called the Indenture) to be designated "First
Mortgage Bonds, Series F, 5 3/4%, due March 1, 1997" (hereinafter called the
Series F Bonds) and to be limited in aggregate principal amount to
$15,000,000, being the entire issue of the Series F Bonds; and

WHEREAS the Company, pursuant to votes or resolutions duly and legally
adopted by its Board of Directors and by its stockholder at meetings duly
called and held for the purpose, has duly authorized the execution and
delivery of this Twenty-fourth Supplemental Indenture and the issue of the
Series F Bonds in the aggregate principal amount of $15,000,000; and

WHEREAS the issue of the Series F Bonds in said aggregate principal amount of
$15,000,000 and the execution and delivery of this Twenty-fourth Supplemental
Indenture have been duly approved to the extent required by law by the
Department of Public Utilities of said Commonwealth, the Public Utilities
Commission of the State of Connecticut, and by the Securities and Exchange
Commission pursuant to the provisions of the Public Utility Holding Company
Act of 1935; and

WHEREAS, pursuant to the provisions of Section 16.01(b) of the Original
Indenture, the Company desires to add to the covenants and agreements of the
Company contained in the Original Indenture other covenants and agreements to
be observed after the execution and delivery of this Twenty-fourth
Supplemental Indenture which its Board of Directors has considered to be for
the protection of the Mortgaged Property and of the holders of the Bonds,
although the freedom of action of the Company may be restricted thereby; and

     WHEREAS the permanent form of the Series F Bonds in fully registered
form without coupons, and of the transfer thereof, and the form of the
certificate of authentication to be affixed thereto shall be substantially as
follows:


FORM of BOND

No. FR                                                      $          

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage Bond, Series F. 5 3/4%, due March 1, 1997

FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation of
the Commonwealth of Massachusetts, (hereinafter called the Company) hereby
promises to pay to                           , or registered assigns, the
principal sum of $                 dollars, on the first day of March, 1997,
and semi-annually on the first days of March and September in each year until
the Company's obligation with respect to said principal sum shall be
discharged, to pay interest on said sum at the rate per annum specified in
the title of this Bond from the interest payment date next preceding the date
hereof to which interest has been paid on the Bonds of this series, or if the
date hereof is prior to August 16, 1967 then from March 1, 1967, or if the
date hereof be an interest payment date to which interest is being paid or a
date between the record date for any interest payment date to which interest
is paid and such interest payment date, then from such interest payment date.

Both principal and interest shall be payable at the principal office in the
City of Boston in the County of Suffolk and said Commonwealth of Old Colony
Trust Company, a corporation organized under the laws of said Commonwealth
(hereinafter with its successors, as defined in the Indenture mentioned on
the reverse hereof, generally called the Trustee), or of such successors, in
such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts.

Each installment of interest hereon (other than overdue interest) shall be
payable to the person (as defined in the Original Indenture mentioned on the
reverse hereof) who shall be the registered owner of this Bond at the close
of business on the record date, which shall be the February 15 or August 15,
as the case may be, next preceding such interest payment date, or, if such
February 15 or August 15 shall be a legal holiday or a day on which banking
institutions in the City of Boston, Massachusetts, are authorized by law to
close, the next preceding day which shall not be a legal holiday or a day on
which such institutions are so authorized to close.

Reference is hereby made to the further provisions of this Bond set forth on
the reverse hereof, including without limitation, provisions in regard to the
call and redemption and the transfer and exchangeability of this Bond, and
such further provisions shall for all purposes, have the same effect as
though
fully set forth in this place.

This Bond shall take effect as a sealed instrument.

This Bond shall not become or be valid or obligatory until the certificate of
authentication hereon shall have been signed by the Trustee.

IN WITNESS WHEREOF, WESTERN MASSACHUSETTS ELECTRIC COMPANY has caused this
Bond to be executed in its name and on its behalf by its President or a Vice
President and its Treasurer or an Assistant Treasurer thereunto duly
authorized, and its corporate seal to be impressed or imprinted hereon.

Dated:

     WESTERN MASSACHUSETTS ELECTRIC COMPANY


     By


     By


CERTIFICATE OF AUTHENTICATION

This Bond is one of the First Mortgage Bonds, Series F, 5 3/4%, due March 1,
1997, described and provided for in the within mentioned Indenture.

     OLD COLONY TRUST COMPANY, Trustee


     By
          Authorized Officer


[FORM OF BOND]

[REVERSE]

This Bond is one of a series of Bonds fully registered form known as the
"First Mortgage Bonds, Series F, 5 3/4%, due March 1, 1997" of the Company,
limited to fifteen million dollars ($15,000,000) in aggregate principal
amount (except as provided by the terms of Section 2.13 of the Indenture
mentioned below), and issued under and secured by a First Mortgage Indenture
and Deed of Trust between the Company and said Old Colony Trust Company, as
Trustee, dated as of August 1, l954, (herein as amended by a First
Supplemental Indenture dated as of October 1, 1954, called the Original
Indenture and together with all indentures stated to be supplemental thereto
to which the Trustee shall be a party, including the Twenty-fourth
Supplemental Indenture mentioned below, generally called the Indenture) and a
Twenty-fourth Supplemental Indenture dated as of March 1, 1967, an executed
counterpart of each of which is on file at the principal office of the
Trustee, to which Indenture reference is hereby made for a description of the
nature and extent of the security, the rights thereunder of the bearers or
registered owners of Bonds issued and to be issued thereunder, the rights,
duties, and immunities thereunder of the Trustee, the rights and obligations
thereunder of the Company, and the terms and conditions upon which said
Bonds, and other and further Bonds of other series, are issued and are to be
issued; but neither the foregoing reference to the Indenture nor any
provision of this Bond or of the Indenture shall affect or impair the
obligation of the Company, which is absolute, unconditional and unalterable,
to pay at the maturities herein provided the principal of and interest on
this Bond as herein provided.

The fully registered Bonds of this series in permanent form are issuable in
denominations of one thousand dollars ($1,000) and any multiple thereof.

This Bond is transferable by the registered owner hereof in person or by his
duly authorized attorney at the principal office of the Trustee or at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York, upon surrender and cancellation hereof, and a new Bond or
Bonds of this series for a like principal amount will be issued in exchange,
all as provided in the Indenture.  Prior to due presentment for registration
of transfer of this Bond the Company and the Trustee may deem and treat the
registered owner hereof as the absolute owner hereof, whether or not this
Bond be overdue, for the purpose of receiving payment and for all other
purposes, and neither the Company nor the Trustee shall be affected by any
notice to the contrary.

This Bond is exchangeable at the option of the registered owner hereof at the
principal office of the Trustee or at the office or agency of the Company in
the Borough of Manhattan, The City of New York, New York, for an equal
principal amount of fully registered Bonds of this series of other
denominations, in the manner and on the terms provided in the Indenture.

The Bonds of this series are subject to redemption prior to maturity upon not
less than thirty (30) days' prior notice, as a whole at any time, or subject
to the provisions of Section 5.06 of the Original Indenture in part from time
to time, either at the option of the Company, or for the purposes of the
Improvement Fund for Bonds of this series or of any other applicable
provision of the Indenture, in the manner and with the effect provided in the
Indenture, (i) if from Improvement Fund moneys pursuant to Article IV of said
Twenty-fourth Supplemental Indenture or from moneys received by the Trustee
pursuant to Sections 4.05, 4.18, 7.03, 7.04, 7.05, or 7.07 to be applied by
the Trustee as provided in Section 8.03(a) or in Section 8.05 of the Original
Indenture, at the applicable percentages of the called principal amount
thereof specified under the column headed Special Redemption Price, below,
and (ii) if at the option of the Company or pursuant to any provisions of the
Indenture other than those in respect of said Improvement Fund or of the
aforesaid moneys applied pursuant to Section 8.03(a) or Section 8.05 of the
Original Indenture, at the applicable percentages of the called principal
amount thereof specified under the column headed Optional Redemption Price,
below, together in each case with accrued and unpaid interest to the date
fixed for redemption:

If Redeemed                             If Redeemed
During the                              During the
12 Months'     Optional       Special   12 Months'Optional       Special
Period         Redemption     Redemption Period   Redemption     Redemption
Starting       Price          Price     Starting  Price          Price
March 1          %              %       March 1     %              %

1967           107.75         102.00    1982      103.45         101.41
1968           107.47         102.00    1983      103.16         101.35
1969           107.18         101.97    1984      102.88         101.28
1970           106.89         101.94    1985      102.59         101.22
1971           106.61         101.91    1986      102.30         101.14
1972           106.32         101.87    1987      102.01         101.07
1973           106.03         101.84    1988      101.73         100.98
1974           105.75         101.80    1989      101.44         100.90
1975           105.46         101.76    1990      101.15         100.81
1976           105.17         101.72    1991      100.87         100.71
1977           104.88         101.68    1992      100.58         100.58
1978           104.60         101.63    1993      100.29         100.29
1979           104.31         101.58    1994      100.00         100.00
1980           104.02         101.53    1995      100.00         100.00
1981           103.74         101.47    1996      100.00         100.00

Notice of redemption as aforesaid shall be mailed by the Trustee not less
than thirty (30) days nor more than sixty (60) days prior to the date set for
redemption, by first class mail, to the registered owners of all Bonds of
this series which have been called for redemption, at their last addresses
upon the books for registration kept by the Registrar.

If this Bond, or a part hereof, shall be called for redemption, or provision
for such call shall have been made, as provided in the Indenture, and payment
of the redemption price shall have been duly provided for by the Company,
interest shall cease to accrue hereon, or on such called part, from and after
the redemption date, the Company shall from the time provided in the
Indenture be under no further liability in respect of the principal of, or
premium, if any, or interest on, this Bond, or such called part, and the
registered owner hereof shall from and after such time look for payment
hereof, or of such called part, solely to the money so provided.

The Indenture contains provisions permitting the Company and the Trustee with
the consent of the bearers or registered owners of not less than seventy
percentum (70%) in principal amount of the Bonds at the time outstanding
(except Bonds held by or for the benefit of the Company), including, if more
than one series of Bonds shall be at the time outstanding, not less than
seventy percentum (70% ) in principal amount of the Bonds (except Bonds held
by or for the benefit of the Company) of each series affected differently
from those of other series, to effect by supplemental indenture modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the bearers and registered owners of the Bonds; but no such
modification or alteration shall be made which, without the written approval
or consent of the registered owner hereof, will extend the maturity hereof or
reduce the rate or extend the time for payment of interest hereon or reduce
the amount of the principal hereof or of any premium payable on the
redemption hereof, or which will reduce the percentage of the principal
amount of Bonds or the percentage of the principal amount of Bonds of any one
series required for the adoption of the modifications or alterations as
aforesaid, or authorize the creation by the Company, except as expressly
authorized by the Indenture, of any mortgage, pledge, or lien upon the
property subjected thereto ranking prior to or on an equality with the lien
thereof.

If a default as defined in the Indenture shall occur, the principal of this
Bond may become or be declared due and payable before maturity, in the manner
and with the effect provided in the Indenture; but any default and the
consequences thereof may be waived by certain percentages of the bearers or
registered owners of Bonds, all as provided in the Indenture.

No recourse shall be had for the payment of the principal of or the interest
on this Bond or for any claim based hereon or otherwise in respect hereof or
of the Indenture against any incorporator, stockholder, director, or officer,
past, present, or future, as such, of the Company or of any predecessor or
successor corporation under any constitution, statute, or rule of law, or by
the enforcement of any assessment, penalty, or otherwise, all such liability
being waived and released by the holder hereof by the acceptance of this
Bond.



FORM FOR TRANSFER

FOR VALUE RECEIVED
hereby sell, assign, and transfer the within Bond to                         

                                      and hereby irrevocably constitute and
appoint                                                                
attorney to transfer said Bond on the books of the Company with full power of
substitution in the premises.

Dated this       day of                           , 19     

In presence of:


AND WHEREAS all requirements of law and of the certificate of incorporation
as amended, and of the by-laws of the Company, including all requisite action
on the part of directors and officers, and all things necessary to make the
Series F Bonds, when duly executed by the Company and delivered, the valid,
binding, and legal obligations of the Company, and the covenants and
stipulations herein contained valid and binding obligations of the Company,
have been done and performed, and the execution and delivery hereof have been
in all respects duly authorized;

NOW, THEREFORE, THIS TWENTY-FOURTH SUPPLEMENTAL WITNESSETH: In consideration
of the premises and of the mutual covenants herein contained and of the
purchase and acceptance by the registered owners thereof of the Series F
Bonds at any time issued hereunder, and of one dollar ($1) duly paid to the
Company by the Trustee and for other good and valuable considerations, the
receipt whereof at or before the ensealing and delivery of these presents is
hereby acknowledged, and in confirmation of and supplementing the Indenture,
and in the performance and observance of the provisions thereof, and in order
to establish the forms and characteristics of the Series F Bonds, and to
secure the payment of the principal of and premium, if any, and interest on
all Bonds from time to time outstanding under the Indenture according to
their tenor and effect, and to secure the performance and observance of all
the covenants and conditions contained therein and in this Twenty-fourth
Supplemental Indenture, the Company has executed and delivered this
Twenty-fourth Supplemental Indenture, and does hereby confirm the conveyance,
transfer, assignment, and mortgage of the franchises and properties as set
forth in the Original Indenture and in all subsequent indentures prior hereto
and has granted, bargained, sold, conveyed, assigned, transferred, mortgaged,
and confirmed, and by these presents does grant, bargain, sell, convey,
assign, transfer, mortgage, and confirm unto Old Colony Trust Company, as
Trustee, as provided in the Indenture, its successors in the trusts thereof
and hereof, and its and their assigns, all and singular the franchises and
properties of the Company of the character described and defined in the
Original Indenture as Mortgaged Property, including all and singular such
franchises and properties which may hereafter be acquired by the Company,
acquired after the execution of the Original Indenture, subject, however, to
Permitted Encumbrances and to any mortgages or other liens or encumbrances
thereon of the character described in Section 4.10 of the Original Indenture
existing at the time of the acquisition of such franchises and properties by
the Company or created contemporaneously to secure or to raise a part of the
purchase price thereof and to any renewals or extensions of such mortgages or
other liens or encumbrances; it being intended that such conveyance,
transfer, and assignment shall include without limitation thereby all
Fundable Property not previously so conveyed, transferred, or assigned to the
Trustee.

There is furthermore expressly excepted and excluded from the lien and
operation of this Twenty-fourth Supplemental Indenture, and from the
definition of Mortgaged Property, all the property of the Company described
in clauses A to J, both inclusive, of the granting clauses of said Original
Indenture, whether owned at the time of the execution of this Twenty-fourth
Supplemental Indenture or hereafter acquired by it.

TO HAVE AND TO HOLD all and singular the above described franchises and
properties unto the said Old Colony Trust Company, as Trustee under the
Indenture, its successors in the trusts thereof and hereof, and its and their
assigns, to its and their own use forever.

BUT IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture for the equal pro rata benefit, security, and protection of the
bearers or registered owners of the Bonds from time to time certified,
issued, and outstanding under the Indenture, without any discrimination,
preference, priority, or distinction of any Bond or coupon over any other
Bond or coupon by reason of series, priority in the time of issue, sale, or
negotiation thereof, or otherwise howsoever, except as otherwise provided in
the Indenture;

PROVIDED, HOWEVER, and these presents are upon the condition that if the
Company, its successors or assigns, shall pay or cause to be paid, the
principal of and the premium, if any, and interest on the Bonds outstanding
under the Indenture at the times and in the manner stipulated therein and in
the Indenture and shall keep, perform, and observe all and singular the
covenants and promises in said Bonds and in the Indenture expressed to be
kept, performed, and observed by or on the part of the Company, then this
Twenty-fourth Supplemental Indenture, and the estate and rights hereby
granted shall, pursuant to the provisions of Article XV of the Original
Indenture, cease, determine and be void, but only if the Original Indenture
shall have ceased, determined and become void, as therein provided, otherwise
to be and remain in full force and effect.


ARTICLE I.

DESCRIPTION AND ISSUE OF SERIES F BONDS.

     Section 1.01.  The permanent Series F Bonds shall be substantially in
the form hereinbefore set forth, with such changes therein as shall be
approved by the Company and the Trustee, shall be designated as the First
Mortgage Bonds, Series F, 5 3/4%, due March 1, 1997, of the Company, shall be
issuable in the aggregate principal amount of fifteen million dollars
($15,000,000) and no more except as provided in Section 2.13 of the Original
Indenture, shall be dated as provided in said Indenture and in Section 1.02
of this Twenty-fourth Supplemental Indenture, shall mature March 1, 1997,
shall bear interest at the rate specified in their title as provided in said
Section 1.02 until the Company's obligation in respect of the principal
thereof shall be discharged, payable semi-annually on the first days of March
and September in each year as provided in said Indenture and in said Section
1.02 (the principal, premium, if any, and interest thereon being payable at
the principal office of the Trustee in the City of Boston, Massachusetts, in
such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts), shall be issued in
fully registered form in denominations of one thousand dollars ($1,000) and
any multiple thereof, shall be transferable as provided in Section 2.08 of
said Indenture at the principal office the Trustee or at the office or agency
of the Company in the Borough of Manhattan, The City of New York, New York,
shall be redeemable at the times and in the manner provided in Article V of
the Original Indenture and as hereinafter provided in Article III of this
Twenty-fourth Supplemental Indenture and shall be entitled to the benefit of
the Improvement Fund described in Article IV of this Twenty-fourth
Supplemental Indenture.  Notwithstanding the provisions of Section 2.11 of
the Original Indenture, no charge, except for taxes or governmental charges,
shall be made by the Company upon any transfer or exchange of Series F Bonds.

Series F Bonds in fully registered form may be exchanged at the principal
office of the Trustee or at the office or agency of the Company in the
Borough of Manhattan, The City of New York, New York, for a like aggregate
principal amount of Series F Bonds in fully registered form of other
denominations and, upon surrender for exchange of one or more of such Series
F Bonds, the Company shall execute and the Trustee shall certify and there
shall be delivered in exchange therefor a like aggregate principal amount of
such Series F Bonds of other denominations.  Bonds so surrendered for
exchange shall be considered as having been surrendered for Cancellation and
shall be forthwith Cancelled by the Trustee.

Neither the Company nor the Trustee shall be required (i) to transfer or
exchange Series F Bonds for a period of fifteen days next preceding any
selection of Series F Bonds to be redeemed, or (ii) to transfer or exchange
any Series F Bond or that portion of any Series F Bond which has been called
for redemption.

Pursuant to the provisions of Section 2.07 of the Original Indenture, the
Company appoints Bankers Trust Company and its successors as the agency of
the Company in the Borough of Manhattan, The City of New York, New York, for
the registration, transfer, and exchange of Series F Bonds.

Section 1.02.  Notwithstanding the provisions of Section 2.12 of the Original
Indenture, the person in whose name any Series F Bond is registered at the
close of business on any record date (as hereinbelow defined) with respect to
any interest payment date shall be entitled to receive the interest payable
on such interest payment date notwithstanding the Cancellation of such Bond
upon any transfer or exchange thereof subsequent to the record date and prior
to such interest payment date, except if and to the extent the Company shall
default in the payment of the interest due on such interest payment date,
then such defaulted interest shall be paid to the person in whose name such
Bond is registered on a subsequent record date for the payment of such
defaulted interest if one shall have been established as hereinafter provided
and otherwise on the date of payment of such defaulted interest.  A
subsequent record date may be established by the Company by notice mailed to
the owners of Series F Bonds not less than ten days preceding such record
date, which record date shall be not more than thirty days prior to the
subsequent interest payment date.  The term "record date" as used in this
Section with respect to any regular interest payment date shall mean the
February 15 or August 15, as the case may be, next preceding such interest
payment date, or, if such February 15 or August 15 shall be a legal holiday
or a day on which banking institutions in The City of Boston, Massachusetts,
are authorized by law to close, the next preceding day which shall not be a
legal holiday or a day on which such institutions are so authorized to close.

Notwithstanding the provisions of Sections 2.01 and 2.12 of the Original
Indenture, each Series F Bond shall be dated the date of the certification
thereof by the Trustee, and shall bear interest on the principal amount
thereof payable semi-annually on the first days of March and September in
each year, until the Company's obligation with respect to the principal shall
be discharged, at the rate per annum specified in the title from the interest
payment date next preceding the date thereof to which interest has been paid
on the Bonds of said series, or if the date thereof is prior to August 16,
1967 then from March 1, 1967, or if the date thereof be an interest payment
date to which interest is being paid or a date between the record date for
any interest payment date to which interest is paid and such interest payment
date, then from such interest payment date.


ARTICLE II.

DIVIDEND COVENANT.

Section 2.01.  The Company hereby covenants and agrees with the Trustee and
with the respective owners of Series F Bonds that so long as any of the
Series F Bonds shall be Outstanding the Company will not on or after January
1, 1967, declare or pay any dividends or make any other distributions (except
(a) dividends payable or distributions made in shares of common stock of the
Company and (b) dividends payable in cash when, concurrently with the payment
of the dividend, an amount of cash equal to the dividend is received by the
Company as a capital contribution or as the proceeds of the issue and sale of
its common stock) on or in respect of its common stock or purchase or
otherwise acquire for a consideration any shares of its common stock if the
aggregate of such dividends, distributions and such consideration for
purchase or other acquisition of shares of its common stock after December
31, 1966 shall exceed:

(i)  the earned surplus of the Company accumulated after December 31, 1966,
(determined in accordance with generally accepted accounting principles and
without giving effect to any subsequent net transfers from earned surplus to
stated capital, or to any subsequent charges to earned surplus on account of
such dividends, distributions, or acquisitions, or to any subsequent charges
to earned surplus on account of the disposition of any amounts which may then
be classified by the Company on its books as amounts in excess of the
original cost of utility plant, or to any subsequent charges or credits to
earned surplus applicable to the period prior to January 1, 1967, including
charges for write-offs or write-downs of book values of assets owned by the
Company on January 1, 1967) plus

(ii) $3,300,000 plus

(iii)     such additional amount as shall be authorized or approved, upon
application by the Company, by the Securities and Exchange Commission, or by
any successor commission thereto, under the Public Utility Holding Company
Act of 1935, less

(iv) dividends accruing subsequent to December 31, 1966, on any preferred
stock of the Company; and also less

(v)  the total amount, if any, by which the charges to income or earned
surplus since December 31, 1966, as provision for the depreciation of
Mortgaged Property shall have been less than the Replacement Fund Requirement
since said date.

The term "consideration", as used in this Section, shall mean Cost or Fair
Value, whichever is less, if the consideration be other than cash, and the
term "provision for depreciation" shall not be deemed to include provision
for the amortization of any amounts classified by the Company on its books as
amounts in excess of original cost of Mortgaged Property.

In the event that the Company shall merge or consolidate with any other
corporation or corporations pursuant to Article XIV of the Original
Indenture, the earned surplus of the Company shall not be increased or
diminished by the surplus or deficit of such corporation or corporations or
by its or their earnings, dividends, distributions, or purchases prior to the
date of such merger or consolidation.


ARTICLE III.

REDEMPTION OF SERIES F BONDS.

Section 3.01.  The Series F Bonds shall be redeemable as a whole at any time,
or, subject to the provisions of Section 5.06 of the Original Indenture, in
part, from time to time, either at the option of the Company or for the
purposes of the Improvement Fund provided for in Article IV hereof or of any
other applicable provisions of the Indenture including this Twenty-fourth
Supplemental Indenture (i) if from Improvement Fund moneys pursuant to said
Article IV or from moneys received by the Trustee pursuant to Sections 4.05,
4.18, 7.03, 7.04, 7.05, or 7.07 to be applied by the Trustee as provided in
Section 8.03(a) or in Section 8.05 of the Original Indenture, at the
applicable percentages of the called principal amount thereof specified under
the column headed Special Redemption Price in the form of Series F Bond
hereinabove contained, and (ii) if at the option of the Company or pursuant
to any provisions of the Indenture including this Twenty-fourth Supplemental
Indenture, other than those in respect of said Improvement Fund or of the
aforesaid moneys applied pursuant to Section 8.03(a) or Section 8.05 of the
Original Indenture, at the applicable percentages of the called principal
amount thereof specified under the column headed Optional Redemption Price in
the form of Series F Bond hereinabove contained, together in each case with
accrued and unpaid interest to the date fixed for redemption.

Section 3.02.  Notice of redemption of the Series F Bonds either as a whole
of in part shall be mailed by the Trustee by first class mail, postage
prepaid, to the registered owner or owners of each Series F Bond called for
redemption either in whole or in part not less than thirty (30) nor more than
sixty (60) days prior to the date set for redemption by the Company at their
last addresses as they shall appear upon the books for registration kept by
the Registrar.  Any notice given in the foregoing manner shall be
conclusively deemed to have been duly given whether or not received by the
owner or owners.  Failure to give such notice by mail to the owner or owners
of any Series F Bond designated for redemption in whole or in part, or any
defect therein, shall not affect the validity of any proceedings for the
redemption of any other Series F Bond.  Except as aforesaid and except that
in the event a Series F Bond shall be called for redemption in its entirety
the notice need not contain the number of the Bond so called, the applicable
provisions of Article V of the Original Indenture shall control and be
followed in all matters connected with the redemption and payment of Series F
Bonds.


ARTICLE IV.

IMPROVEMENT FUND.

Section 4.01.  The Company covenants that so long as any Series F Bonds are
Outstanding hereunder it will on the first day of November, 1968, and on the
first day of November in each calendar year thereafter pay to the Trustee the
sum of one hundred fifty thousand dollars ($150,000), as an Improvement Fund
to be held and applied by the Trustee pursuant to the terms of Section 4.03
of this Article IV; provided however, that the Company may, at its option,
upon filing the application and other documents described in Section 4.02 of
this Article IV

(i)  deposit with the Trustee Outstanding Series F Bonds, toward the
satisfaction of the obligation aforesaid in an amount equal to one hundred
percentum (100%) of the aggregate principal amount of Series F Bonds so
deposited; and/or

(ii) irrevocably allocate Net Property Additions toward the satisfaction of
the obligation aforesaid in an amount equal to sixty percentum (60%) of the
Available Net Property Additions as set forth in Item G of the Certificate of
Available Net Property Additions filed in connection with said application.

Section 4.02.  For the purpose of determining the amount of money, if any, to
be paid to the Trustee pursuant to the provisions of Section 4.01, the
Company shall file with the Trustee on or before each said first day of
November the following:

(a)  an application consisting of an Officers' Certificate conforming to the
requirements of Section 17.02 of the Original Indenture and otherwise
substantially in the following form:

WESTERN MASSACHUSETTS ELECTRIC COMPANY

To Old Colony Trust Company, Trustee
under Indenture dated as of August 1, 1954

Improvement Fund Application
under Twenty-fourth Supplemental Indenture
filed November 1, 19

In conformity with the provisions of Article  IV of the Twenty-fourth
Supplemental Indenture providing for an annual Improvement Fund in the amount
of $150,000 for the benefit of the registered owners of the First Mortgage
Bonds, Series F, 5 3/4%, due March 1, 1997, of the aforesaid Company issued
under the aforesaid Indenture, we hereby certify that the sum of $150,000 is
due at this time from the Company to you as Trustee as aforesaid on account
of said Improvement Fund obligation now due and payable.

(If deposit of Series F Bonds in the aggregate principal sum of $150,000 is
made, the following should be used)

Outstanding Series F Bonds in the aggregate principal sum of $150,000 are
transmitted herewith for Cancellation in full satisfaction of said
obligation.

(If deposit of money in the amount of $150,000 is made, the following should
be used)

The sum of $150,000 is transmitted herewith in cash in full satisfaction of
said obligation.

(If irrevocable allocation of Net Property Additions is in full satisfaction
of the Improvement Fund obligation then current, the following should be
used)

Application is hereby made irrevocably to allocate in the amount of $250,000
the Available Net Property Additions set forth in Item G of the accompanying
Certificate of Available Net Property Additions in full satisfaction of said
obligation.

(If full satisfaction be not achieved by any one of the foregoing, the
following should be used, omitting reference to Series F Bonds and/or to
money if none are transmitted, and to Net Property Additions if none are
irrevocably allocated)

Outstanding Series F Bonds in the aggregate principal amount of $            

        and the sum of $                      is [are] transmitted herewith
and application is hereby made irrevocably to allocate Net Property Additions
shown in the accompanying Certificate of Available Net Property Additions by
application of an amount equal to sixty percentum (60% ) of the Available Net
Property Additions set forth in Item G of said Certificate, in full
satisfaction of said obligation.



                Office held



               Office held

(b)  if Series F Bonds are transmitted

(1)  Outstanding Series F Bonds in the aggregate principal amount set forth
in the application described in (a) above;

(2)  An Officers' Certificate containing the statements described in
subparagraph (d) (1) of Section 3.04 of the Original Indenture, and a further
statement that the Bonds so deposited comply with the definition of
Outstanding contained in the Original Indenture.

(c)  if irrevocable allocation of any Net Property Additions be made

(1)  a Directors Resolution authorizing the execution of a Supplemental
Indenture in form satisfactory to the Trustee conveying, transferring and/or
assigning to the Trustee all Fundable Property not previously so conveyed,
transferred and/or assigned;

(2)  said Supplemental Indenture duly executed by the Company, and if
necessary by the Trustee, in as many counterparts as the Trustee shall
require;

(3)  a Certificate of Available Net Property Additions;

(4)  an Accountant's Certificate similar, except for necessary variations, to
the Accountant's Certificate described in subparagraph (f) of Section 3.08 of
the Original Indenture;

(5)  an Engineer's Certificate similar, except for necessary variations, to
the Engineer's Certificate described in subparagraph (g) of Section 3.08 of
the Original Indenture.

(d)  an Opinion of Counsel to the effect that the amount of the Improvement
Fund obligation then due pursuant to this Section is correctly stated in said
application, and that the documents described in this Section and/or the sum
of money paid to the Trustee and/or the Series F Bonds transmitted to the
Trustee and/or the Net Property Additions irrevocably allocated pursuant to
this Section fully satisfy the liability of the Company upon the Improvement
Fund obligation then due pursuant to this Section and if any Fundable
Property be conveyed, assigned, and/or transferred to the Trustee, that all
corporate action prerequisite or necessary for the execution and delivery of
the Supplemental Indenture has been taken; that the Properly Additions
described in Item B of said Certificate are Fundable Property within the
definition thereof contained in the Original Indenture; and that all
recording and filing in respect of said Supplemental Indenture necessary for
the security of any and all Bonds has been or will be completed.

(e)  The Company shall also pay to the Trustee with the documents aforesaid
the sum of money, if any, set forth in the said application.

All Series F Bonds deposited with the Trustee pursuant to this Article IV
shall be Canceled by it.

Section 4.03.  If at the close of the first day of November, 1968, and of the
first day of November in any calendar year thereafter, there shall be in the
hands of the Trustee any cash paid to the Trustee pursuant to the provisions
of Section 4.02, in the aggregate amount of five thousand dollars ($5,000) or
more, said cash shall be set aside by the Trustee for the call and redemption
of Series F Bonds then Outstanding and the Trustee, on behalf of and in the
name of the Company and at the Company's expense, shall call for redemption
on or prior to the next succeeding thirty-first day of December, at a
redemption price in respect of each Bond so called for redemption consisting
of the applicable percentage of the called principal amount thereof specified
under the column headed Special Redemption Price in the forms of Series F
Bonds hereinabove contained and interest accrued thereon to the date fixed
for redemption, Series F Bonds to a principal amount sufficient (exclusive of
premium and accrued interest) to exhaust as nearly as may be the cash so set
aside.  Notice to owners of the Series F Bonds called for redemption under
this Section shall be given in the manner provided in Section 3.02 of this
Twenty-fourth Supplemental Indenture and such Series F Bonds shall be
presented for payment and paid in the manner provided in Section 5.04 of the
Original Indenture; the particular Series F Bonds to be redeemed shall,
unless they shall include all the Series F Bonds then Outstanding, be chosen
by lot as provided in Section 5.02 of the Original Indenture; and the
provisions of Section 5.05 of the Original Indenture shall be applicable to
the redemption of such Series F Bonds and all matters related thereto.

The Company shall reimburse the Trustee, forthwith upon its request, for all
sums paid or to be paid out as premium and interest upon Series F Bonds
redeemed pursuant to the provisions of this Section.


ARTICLE V.

THE TRUSTEE.

Section 5.01.  The Trustee shall be entitled to, may exercise, and shall be
protected by, where and to the full extent that the same are applicable, all
the rights, powers, privileges, immunities and exemptions provided in the
Indenture, as if the provisions concerning the same were incorporated herein
at length.  The remedies and provisions of the Indenture applicable in case
of any default by the Company thereunder are hereby adopted and made
applicable in case of any default with respect to the properties included
herein and, without limitation of the generality of the foregoing, there are
hereby conferred upon the Trustee the same powers of sale and other powers
over the properties described herein as are expressed to be conferred by the
Indenture.


ARTICLE VI.

DEFASANCE.

Section 6.01.  This Twenty-fourth Supplemental Indenture shall become void
when the Indenture shall be void.


ARTICLE VII.

AMENDMENTS OF ORIGINAL INDENTURE.

Section 7.01.  The Original Indenture is hereby amended pursuant to
subparagraph (b) of Section 16.01 of the Original Indenture, as follows:

(a)  Section 1.02 (1) is amended by adding thereto the following sentence:

"The term 'Original Indenture' shall mean the Indenture dated as of August 1,
1954, as amended by Article VII of the First Supplemental Indenture dated as
of October 1, 1954."

(b)  Section 1.02 (7) is amended by substituting therein for the words
"Western Massachusetts Companies" the words "Northeast Utilities".

(c)  Section 1.02 (33) is amended by adding thereto the following sentence:

"The total of all Property Additions shall be determined on the basis of the
Cost or Fair Value thereof, whichever is less, and the total of all Property
Retirements on the basis of the Cost thereof as and to the extent provided in
Section 1.02(32)."

(d)  Section 1.02 is amended by inserting at the end thereof the following:

(38) Replacement Fund Requirement

The term "Replacement Fund Requirement" (1) for any period of time, other
than a period of twelve (12) consecutive calendar months which is not a
calendar year, shall mean an amount equal to the sum of the minimum
provisions for replacement of Depreciable Property for:

(i) each calendar year, if any, included within the period in question, and 

(ii) the months, if any, included within such period which are subsequent to
the end of the last completed calendar year, and

(2)  for a period of twelve (12) consecutive calendar months which is not a
calendar year shall mean the minimum provision for replacement of Depreciable
Property for such period.

The minimum provision for replacement of Depreciable Property for a calendar
year or any other period of twelve (12) consecutive calendar months shall be
2.25% (or such other percentage as shall be authorized or approved, upon
application by the Company, by the Securities and Exchange Commission, or by
any commission successor thereto, under the Public Utility Holding Company
Act of 1935) of the average of the Company's Depreciable Property as at the
beginning and end of such year or other period.

The minimum provision for replacement of Depreciable Property for the period
of months subsequent to the end of the last completed calendar year shall be
1/12th of 2.25% (or such other percentage as shall be approved by the
Securities and Exchange Commission as aforesaid) of the average of the
Company's Depreciable Property as at the beginning and end of such period for
each month included within such period.

(39) Depreciable Property

The term "Depreciable Property" shall mean, as of any specified time of
computation, an amount, determined in accordance with generally accepted
accounting principles, equal to the sum of (a) the aggregate of the Cost to
the Company or the original cost (whichever is less) of the Mortgaged
Property as defined in the Original Indenture, other than land, flowage
rights, rights of way, water rights and other like undepreciable real estate
and rights in real estate, and unfinished construction, excluding however any
amount included in utility plant acquisition adjustments accounts or in any
accounts for similar purposes, and (b) amounts included in the utility plant
acquisition adjustments accounts or in accounts for similar purposes of the
Company if (1) the Company shall have failed to provide a reserve therefor on
its books and (2) the Company shall have failed to make provision for charges
to income and/or periodic charges to surplus in lieu of charges to income
adequate to permit the write-off thereof at the expiration of the estimated
useful life of the property represented thereby.

(e)  Section 1.02 (35) is amended by substituting in the second full
paragraph thereof for the parenthesis "(but excluding charges to income for
the amortization of plant and equipment (devoted to utility operation)
account or amounts transferred therefrom)" the following parenthesis:

"(including such additional annual charges as shall be necessary to provide
for complete amortization of depreciable plant and equipment (devoted to
utility operation) account of hereafter acquired plant or systems at the
close of their estimated useful life, and the amount, if any, by which the
Replacement Fund Requirement for the period for which net earnings are
calculated exceeds the depreciation charged to income in said period on the
property on which the said Replacement Fund Requirement is based)"

(f)  Section 1.03 is amended by changing Items D and E of the Form of
Certificate of Available Net Property Additions set forth therein to read
respectively as follows in any such Certificate filed with the Trustee after
March 31, 1967:

D.   (1)  That the Cost of all Property Retirements made by the Company after
May 31, 1954, and on or prior to December 31, 1956, is $            

(2)  That the greater of (x), the Cost of all Property Retirements made by
the Company after December 31, 1966, and on or prior to          , 19     
[here insert the date inserted in the second space in Item B] and (y) the
Replacement Fund Requirement for the period between December 31, 1966, to and
including [here insert the date inserted in the second space in Item B] is $ 

E.   That the total of all Net Property Additions heretofore made the basis
for the withdrawal of money from the hands of the Trustee pursuant to the
provisions of Section 3.06 or of Section 8.03(b), or the issue of additional
Bonds pursuant to Section 3.08, or irrevocably allocated for credit against
the Improvement Fund pursuant to the provisions of Section 6.01, or (here
insert the name of any Sinking Fund, Maintenance and Renewal Fund,
Improvement Fund or analogous : fund created by Supplemental Indenture
against the obligations of which Net Property Additions have been heretofore
credited) or allocated to satisfy a Replacement Deficit and not thereafter
reinstated pursuant to Section 4.18 is  $            

(g)  Section 2.03 is amended by inserting between the first and second
sections thereof the following sentence:

"The signature of any such officer or officers may be facsimile."

(h)  Section 4.10 is amended by adding thereto a new sentence reading as
follows:

"The Company will not permit any increase in the aggregate principal amount
of the outstanding indebtedness secured by any such mortgage, encumbrance, or
lien superior to the lien of this Indenture upon the Mortgaged Property,
unless the additional obligations representing such increase are issued in
exchange for or in lieu of outstanding obligations on the exercise by holders
of such outstanding obligations of a right possessed by holders thereof at
the date of acquisition by the Company of the property subject to such
mortgage, encumbrance, or lien."

(i)  Article IV is amended as follows:

by substituting the following Section 4.17 for Section 4.17:

Section 4.17.  That in every Certificate of Available Net Property Additions
filed with the Trustee for any purpose under this Indenture, all Property
Additions and all Property Retirements, the Cost or Fair Value of which is
included in any such Certificate will comply with the definition herein of
Property Additions and Property Retirements, respectively; that the Cost and
Fair Value of all such Property Additions and the Cost of all such Property
Retirements will be compiled in accordance with the definitions herein of
Cost and Fair Value respectively; that no property which is not Fundable
Property will be included in Item A or Item B of any such Certificate; and
that no Property Additions which have once been Made the Basis for Action or
Credit hereunder will thereafter be Made the Basis for Action or Credit
hereunder unless reinstated pursuant to the provisions of Section 4.18,
provided however that property at any time subject to the Lien hereof
consisting solely of materials or supplies usable as components in the
construction of electric utility or steam plant, and which has once been Made
the Basis for Action or Credit hereunder may again be Made the Basis for
subsequent Action or Credit hereunder when restored to service if it shall in
the meantime have been retired from service and the Cost thereof (less any
credit for salvage value actually received) shall then have been charged to
the depreciation reserve, the reserve for contributions to extensions, or to
the surplus account of the Company and such charge shall have been reflected
in Item D of any Certificate of Available Net Property Additions filed with
the Trustee pursuant to the provisions of Sections 3.06, 3.08, 6.02(b),
8.03(b) or 4.18.

and by adding the following Section 4.18 thereto:

Section 4.18.  On or before May 1 of each year, beginning with the year 1968,
the Company will deliver to the Trustee an Officers' Certificate (hereinafter
called the Maintenance Certificate), which shall be dated within thirty (30)
days of the date of delivery to the Trustee and shall state:

(i)  the Replacement Fund Requirement for the period between December 31,
1966, and the January 1 which next precedes the date of the Certificate;

(ii) the amount specified pursuant to Item (i) in the Maintenance
Certificate, if any, filed in the preceding calendar year;

(iii)     the difference between the amount specified in Item (i) and the
amount specified in Item (ii) above;

(iv) the amount expended by the Company for Property Additions made in the
period between December 31, 1966, and that January 1, which next precedes the
date of the Certificate;

(v)  the amount specified pursuant to Item (iv) in the Maintenance
Certificate, if any, filed in the preceding calendar year;

(vi) the difference between the amount specified in Item (iv) above and the
amount specified in Item (v) above;

(vii) any Available Replacement Credit, as hereinafter defined, and the
computation thereof; and

(viii)    the Replacement Credit or Replacement Deficit, as hereinafter
defined.

The amount "expended by the Company for Property Additions", for purposes of
this Section, shall not include (a) any amount on account of Property
Additions acquired by the Company which were used by another Person in a
business or for a purpose similar to the business of, or to their proposed
use by, the Company or acquired by merger or consolidation or (b) any amount
expended for the acquisition of any property disposed of by the Company
within the year immediately preceding such acquisition.

The term "Replacement Credit" shall mean the excess of the sum of the amounts
stated pursuant to Items (vi) and (vii) of the Maintenance Certificate over
the amount stated pursuant to Item (iii).

The term "Available Replacement Credit" shall mean the amount of the
Replacement Credit, if any, stated in Item (viii) of the latest Maintenance
Certificate filed with the Trustee after deducting the principal amount of
Bonds and cash which, pursuant to the terms of this Section, were transmitted
to the Trustee and subsequently withdrawn and/or the Cost or Fair Value of
any Available Net Property Additions allocated to satisfy a Replacement
Deficit to the extent subsequently reinstated as hereafter in this Section
provided.

The term "Replacement Deficit" shall mean the amount by which amounts stated
pursuant to Item (iii) of the Maintenance Certificate exceed the sum of the
amounts stated pursuant to Items (vi) and (vii).

In case any Maintenance Certificate shows any Replacement Deficit, the
Company will, concurrently with the filing of such Certificate, satisfy such
Replacement Deficit by any one or more of the following methods:

1.   depositing cash with the Trustee; or

2.   depositing Outstanding Bonds to the Trustee; or

3.   allocating Available Net Property Additions.

For the purposes of this Section, Bonds so deposited shall be taken at the
aggregate principal amount thereof and credit shall be allowed in an amount
equal to 100% of Available Net Property Additions.

If Outstanding Bonds shall be deposited with the Trustee to satisfy a
Replacement Deficit, the Company shall deliver to the Trustee an Officers'
Certificate containing the statements described in subparagraph (d)(l) of
Section 3.04 of the Original Indenture, and a further statement that the
Bonds so deposited comply with the definition of Outstanding contained in the
Original Indenture.

If Available Net Property Additions shall be allocated to satisfy a
Replacement Deficit, the Company shall deliver to the Trustee a Certificate
of Available Net Property Additions, an Accountant's Certificate similar,
except for necessary variations, to the Accountant's Certificate described in
subparagraph (f) of Section 3.08 of the Original Indenture, an Engineer's
Certificate similar, except for necessary variations, to the Engineer's
Certificate described in subparagraph (g) of Section 3.08 of the Original
Indenture, and an Opinion of Counsel to the effect that the Property
Additions described in Item B of said Certificate of Available Net Property
Additions are Fundable Property within the definition thereof contained in
the Original Indenture.

At any time while the Trustee shall be holding cash or Bonds deposited with
it or while Available Net Property Additions have been allocated in
satisfaction of the Replacement Deficit and not reinstated, in all cases
pursuant to the provisions of this Section, the Company may:

1.   substitute Outstanding Bonds or Available Net Property Additions for
such cash, Outstanding Bonds for Available Net Property Additions so
allocated, or Available Net Property Additions for Bonds so deposited, the
basis of substitution being the same as the basis for deposit hereinbefore
set forth;

Bonds may be substituted for cash or for Available Net Property Additions
upon written application made by the Company accompanied by an Officers'
Certificate substantially similar to the Officers' Certificate required in
connection with the deposit of Bonds with the Trustee; Available Net Property
Additions may be substituted for cash or for Bonds upon written application
made by the Company accompanied by Certificates substantially similar to the
Certificates required in connection with the allocation of Available Net
Property Additions in satisfaction of a Replacement Deficit;

2.   withdraw cash or Bonds upon written application therefor accompanied by
an Officers' Certificate stating

(i)  the amount of cash or the aggregate principal amount of Bonds to be
withdrawn;

(ii) the Available Replacement Credit on the date of the Certificate, which
shall at least equal the amount of the cash or the aggregate principal amount
of the Bonds to be withdrawn, and the computation thereof; and

(iii)     that to the best of the knowledge and belief of such Officers the
Company is not in default in the performance and observance of any terms,
covenants, and conditions of the Indenture;

3.   reinstate the Cost or Fair Value of Available Net Property Additions
allocated in satisfaction of any Replacement Deficit or for the withdrawal of
cash or of Bonds as above provided in an amount equal to any Available
Replacement Credit upon the filing with the Trustee of an Officers'
Certificate stating the Available Replacement Credit and the amount of the
Available Net Property Additions to be reinstated and that the Company is not
in default in the performance and observance of any terms, covenants and
conditions of the Indenture, and thereupon the Available Net Property
Additions so reinstated may be made the Basis for Action or Credit hereunder
in all Certificates of Available Net Property Additions thereafter filed with
the Trustee.

Except as hereinbefore provided for the withdrawal of cash or Bonds, any cash
deposited with the Trustee pursuant to the provisions of this Section shall
be held and disposed of pursuant to the provisions of Section 8.02 of the
Original Indenture, and any Bonds deposited with the Trustee shall be held by
the Trustee and while so held shall not be made the basis for the
certification of Bonds, the withdrawal, use or application of cash, or the
release of property under the provisions of the Indenture or used to satisfy
a Replacement Deficit or to satisfy any other requirements of the Indenture.

No payment by way of principal, interest, or otherwise on any Bonds held by
the Trustee shall be made or demanded by the Trustee while so held.


ARTICLE VIII.

MISCELLANEOUS PROVISIONS.

     Section 8.01.  The recitals in this Twenty-fourth Supplemental Indenture
shall be taken as recitals by the Company alone, and shall not be considered
as made by or as imposing any obligation or liability upon the Trustee, nor
shall the Trustee be held responsible for the legality or validity of this
Twenty-fourth Supplemental Indenture, and the Trustee makes no covenants or
representations, and shall not be responsible, as to or for the effect,
authorization, execution, delivery, or recording of this Twenty-fourth
Supplemental Indenture, except as expressly set forth in the Original
Indenture.  The Trustee shall not be taken impliedly to waive by this
Twenty-fourth Supplemental Indenture any right it would otherwise have.  As
provided in the Original Indenture, this Twenty-fourth Supplemental Indenture
shall hereafter form a part of the Indenture.

Section 8.02.  If and to the extent that any provision of this Twenty-fourth
Supplemental Indenture limits, qualifies, or conflicts with another provision
of the Indenture required by any of Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939 to be included in an indenture to be qualified
under said Act, such required provision shall control.

Section 8.03.  This Twenty-fourth Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which shall be
deemed an original; and all said counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument, which shall
for all purposes be sufficiently evidenced by any such original counterpart.

Section 8.04.  This Twenty-fourth Supplemental Indenture is intended to be
filed under the Uniform Commercial Code of Massachusetts as a financing
statement or as an amendment to a financing statement previously filed,
Western Massachusetts Electric Company, 174 Brush Hill Avenue, West
Springfield, in said County of Hampden, said Commonwealth, being the debtor,
and Old Colony Trust Company, 1 Federal Street, Boston, in the County of
Suffolk, said Commonwealth, being the secured party.

IN WITNESS WHEREOF, said Western Massachusetts Electric Company has caused
this instrument to be executed in its corporate name its President, or one of
its Vice Presidents, "thereunto duly authorized, and its corporate seal to be
hereto affixed, attested by its Clerk or an Assistant Clerk, and said Old
Colony Trust Company teas caused this instrument to be executed in its
corporate name by one of its Vice Presidents, "thereunto duly authorized, and
its corporate seal to be hereto affixed, all as of the day and year first
above written.

     WESTERN MASSACHUSETTS ELECTRIC COMPANY
          By /s/PAUL H. MEHRTENS
                    President

Attest:

/s/N. F. PLANTE
Clerk

Signed, sealed and delivered by Western Massachusetts Electric Company in our
presence:

PAUL J. SULLIVAN

W. L. MITCHELL


     OLD COLONY TRUST COMPANY
          By J. J. WALSH
                    Vice President

Signed, sealed and delivered by Old Colony Trust Company in our presence:

M. R. WALSH

H. G. MAGUIRE


COMMONWEALTH OF MASSACHUSETTS

HAMPDEN, ss.

On this 21th day of March in the year 1967 before me personally came PAUL H.
MEHRTENS and N. F. PLANTE, both to me personally known, who being by me duly
sworn did depose and say that they are respectively President and Clerk of
Western Massachusetts Electric Company, one of the corporations described in
and which executed the foregoing instrument; that they know the seal of said
corporation; that the seal affixed to said instrument opposite the execution
was affixed thereto pursuant to the authority of its Board of Directors; that
they signed their respective names thereto by like authority; and each of
them acknowledged said instrument to be his free act and deed in his said
capacity and the free act and deed of Western Massachusetts Electric Company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
at West Springfield in said Commonwealth, the day and year first above
written.

          MARIE A. NOLIN
          Notary Public for
     the Commonwealth of Massachusetts


My commission expires: Dec. 1, 1972


COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, ss.

On this 21th day of March in the year 1967 before me personally came J. J.
WALSH, to me personally known, who being by me duly sworn did depose and say
that he is a Vice President of Old Colony Trust Company, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument opposite the execution was affixed thereto pursuant to the
authority of its Board of Directors; that he signed his name thereto by like
authority; and he acknowledged said instrument to be his free act and deed in
his said capacity and the free act and deed of Old Colony Trust Company.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
at Boston in said Commonwealth, the day and year first above written.

          MARIETTA R. LYNCH
          Notary Public for
          the Commonwealth of Massachusetts


MY commission expires: Jan. 25, 1974


I, the undersigned, Clerk of WESTERN MASSACHUSETTS ELECTRIC COMPANY, hereby
CERTIFY that at an adjourned session of a special meeting of the stockholders
of said Company, duly convened and held at West Springfield, Massachusetts,
on March 16, 1967, the following vote was duly adopted by the affirmative
vote of all the outstanding stock of said Company; and I, the undersigned,
FURTHER CERTIFY that at a meeting of the Board of Directors of said Company,
duly called and held on March 16, 1967, at which a quorum was present and
voting, the same identical vote was duly adopted by said Board:

Voted:    That the form, as presented to this meeting, of the proposed
Twenty-fourth Supplemental Indenture to be dated as of March 1, 1967, between
the Company and Old Colony Trust Company, as its Trustee, under the First
Mortgage Indenture and Deed of Trust dated as of August 1, 1954, which
Twenty-fourth Supplemental Indenture conveys, transfers, and/or assigns to
said Old Colony Trust Company as Trustee as aforesaid all property of the
character defined as Fundable Property in definition (28) of Section 1.02 of
said First Mortgage Indenture, is hereby approved and the proper officers of
the Company are severally authorized to execute and deliver the same in the
name and on behalf of the Company.

AND I FURTHER CERTIFY that PAUL H. MEHRTENS is the President of said Company,
duly authorized to execute in the name and on behalf of said Company, the
foregoing Twenty-fourth Supplemental Indenture dated as of March 1, 1967;
that I am the Clerk of said Company, duly authorized to attest the ensealing
of said Twenty-fourth Supplemental Indenture; that the Twenty-fourth
Supplemental Indenture to which this certificate is attached is substantially
in the form presented to and approved at each of said meetings held March 16,
1967; that the foregoing is a correct copy of the vote adopted at each of
said meetings; and that the foregoing vote, as adopted at each of said
meetings, remains in full force and effect without alteration.

IN WITNESS WHEREOF, I have hereunto subscribed my name as Clerk and have
caused the corporate seal of the Company to be hereunto affixed on March 21,
1967.

     N. F. PLANTE
               Clerk