Exhibit 10.10.10

                                      Composite/Conformed Copy

                    2001 Amendatory Agreement


     This 2001 Amendatory Agreement, dated as of  September 21,
2001 between VERMONT YANKEE NUCLEAR POWER CORPORATION ("Vermont
Yankee"), a Vermont corporation, and [each of Cambridge Electric
Light Company, a Massachusetts corporation, Central Maine Power
Company, a Maine corporation, Central Vermont Public Service
Corporation, a Vermont corporation, The Connecticut Light and
Power Company, a Connecticut corporation, Green Mountain Power
Corporation, a Vermont corporation, New England Power Company, a
Massachusetts corporation, Public Service Company of New
Hampshire, a New Hampshire corporation, and Western Massachusetts
Electric Company, a Massachusetts corporation]  (the
"Purchaser"), amending both the Power Contract, dated February 1,
1968, as heretofore amended by eight amendments dated June 1,
1972, April 15, 1983, April 24, 1985, June 1, 1985, May 6, 1988,
June 15, 1989 and December 1, 1989 between Vermont Yankee and the
Purchaser (the "Power Contract") and the Additional Power
Contract, dated as of February 1, 1984, between Vermont Yankee
and the Purchaser (the "Additional Power Contract").

     For good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed as follows:

1.  Basic Understandings.

     Vermont Yankee was organized in 1966 to provide for the
supply of power to its sponsoring utility companies, including
the Purchaser (collectively, the "Purchasers").  It constructed a
nuclear electric generating unit, having a net capability of
approximately 510 megawatts electric (the "Unit") at a site in
Vernon, Vermont.  Vermont Yankee was issued a full-term, Facility
Operating License for the Unit by the Atomic Energy Commission
(now the Nuclear Regulatory Commission, which, together with any
successor agencies, is hereafter called the "NRC"), which license
is now stated to expire on March 21, 2012 (the "End of License
Term").  The Unit has been in commercial operation since December
1, 1972 and continues to operate.

     The names of the Purchasers of Vermont Yankee and their
respective interests ("entitlement percentages") in Vermont
Yankee and the net capacity and output of the Unit are as
follows:
               Purchaser                        Entitlement Percentage

          Central Vermont Public Service Corporation   35.0%
          Green Mountain Power Corporation             20.0%
          New England Power Company                    22.5%
          The Connecticut Light and Power Company       9.5%
          Central Maine Power Company                   4.0%
          Public Service Company of New Hampshire       4.0%
          Western Massachusetts Electric Company        2.5%
          Cambridge Electric Light Company              2.5%

     The Unit was conceived to supply economic power on a cost of
service formula basis to the Purchasers.  Pursuant  to the Power
Contract, Vermont Yankee has agreed to supply to the Purchaser
and, pursuant to separate power contracts substantially identical
to the Power Contract except for the names of the parties
(collectively, as amended through the date hereof, the "Initial
Power Contracts"), to the other Purchasers all of the capacity
and the electric energy available from the Unit for a thirty year
term extending through November 30, 2002.

     Pursuant to the Additional Power Contract, Vermont Yankee
has agreed to supply to the Purchaser, and pursuant to separate
additional power contracts substantially identical to the
Additional Power Contract except for the names of the parties
(collectively, as amended through the date hereof, the
"Additional Power Contracts"), to the other Purchasers all the
capacity and electric energy available from the Unit during an
operative term stated to commence on December 1, 2002 (when the
Initial Power Contracts terminate) and extending until a date
which is 30 days after the later of the date on which the last of
the financial obligations of Vermont Yankee has been extinguished
or the date on which Vermont Yankee is finally relieved of any
obligations under the last of the licenses (operating or
possessory) which it holds, or hereafter receives, from the NRC
with respect to the Unit.  The Additional Power Contracts also
provide, in the event of their earlier cancellation, that the
decommissioning cost obligation and the other applicable
provisions of the Additional Power Contracts shall remain in
effect to permit final billings of costs incurred prior to such
cancellation.

     Pursuant to the Initial Power Contracts and the Additional
Power Contracts, the Purchasers are entitled and obligated to
take their respective entitlement percentages of the capacity and
net electrical output of the Unit during the service life of the
Unit and are obligated to pay therefor monthly their respective
entitlement percentages of Vermont Yankee's cost of service,
including decommissioning costs, whether or not the Unit is
operated.

     On August 14, 2001, the Board of Directors of Vermont
Yankee, which includes representatives of the Purchasers
(including the Purchaser), after conducting a thorough review of
the economics of continued operation of the Unit until End of
License Term in comparison to other alternatives (including the
early shut-down of the Unit) available to Vermont Yankee and
evaluating the competing bids received in a formal auction of the
Unit commenced in April, 2001, voted to approve a Purchase and
Sale Agreement (the "PSA"), dated as of  August 15, 2001, among
Vermont Yankee and Entergy Nuclear Vermont Yankee, LLC ("ENVY")
and Entergy Corporation, as guarantor, pursuant to which the Unit
and related assets of Vermont Yankee, including a pre-funded
decommissioning trust, would be sold to ENVY.  The PSA also
provided that Vermont Yankee would enter into a Power Purchase
Agreement (the "PPA") with ENVY to purchase 100% of the actual
net output of the Unit up to its present operating level of
approximately 510 megawatts electric, together with the related
ancillary products available from the Unit, for a period from the
Effective Date (as hereinafter defined) to the End of License
Term or the earlier shutdown of the Unit, all such energy and
ancillary products to be resold at wholesale by Vermont Yankee to
the Purchasers pursuant to the Initial Power Contracts and the
Additional Power Contracts as amended hereby.

     As a consequence of the PSA and the PPA, Vermont Yankee and
the Purchaser propose to further amend the Power Contract and the
Additional Power Contract in various respects in order (i) to
release Vermont Yankee from any further obligations under said
contracts with respect to the operation and decommissioning of
the Unit, (ii) to clarify and confirm provisions for the recovery
under said contracts of the remaining unamortized costs
previously incurred by Vermont Yankee in providing capacity and
energy from the Unit prior to the Effective Date, (iii) to
provide for the recovery of any costs or liabilities assumed by
Vermont Yankee under the PSA and PPA and of Vermont Yankee's on-
going administrative expenses, and (iv) to provide for the resale
at cost by Vermont Yankee to the Purchaser of the Purchaser's
entitlement percentage of the aforesaid output and ancillary
products of the Unit to be purchased by Vermont Yankee from ENVY
pursuant to the PPA.

     Vermont Yankee and the Purchaser have agreed to enter into
this 2001 Amendatory Agreement. Concurrently herewith each of the
other Purchasers is entering into an amendatory agreement which
is identical hereto except for the necessary changes in the names
of the parties.

2.  Parties' Contractual Commitments.

     Vermont Yankee and the Purchaser each acknowledge that the
other has faithfully performed its obligations under the Power
Contract.  The Purchaser hereby reconfirms its obligations under
the Power Contract and the Additional Power Contract to pay its
entitlement percentage of Vermont Yankee's unamortized costs of
the Unit as deferred payment in connection with the capacity and
net electrical output of the Unit previously delivered by Vermont
Yankee and agrees that the decision to sell the Unit as described
in Section 1 hereof did not give rise to any cancellation right
under Section 9 of the Power Contract or Section 10 of the
Additional Power Contract. Vermont Yankee and the Purchaser
further agree that the Purchaser shall continue to be entitled
and obligated to purchase its entitlement percentage of the
aforesaid output and ancillary products available from the Unit
during the terms of the Power Contract and Additional Power
Contract as hereinafter provided, and to pay a like percentage of
Vermont Yankee's costs therefor, and that Vermont Yankee shall
continue to be obligated to resell such output and ancillary
products to the Purchaser during such terms.  Recognizing that
the PSA, by transferring ownership and operating responsibility
for the Unit, changes the nature of the costs that Vermont Yankee
will incur, including those to obtain such output and ancillary
products from the Unit of which a portion is being resold
hereunder to the Purchaser, Vermont Yankee and the Purchaser
further agree that this Amendatory Agreement sets forth the
necessary and appropriate provisions for the continuation of the
foregoing entitlements and obligations.

     Except as expressly modified by this Amendatory Agreement,
the provisions of the Power Contract and the Additional Power
Contract remain in full force and effect.

3.  Effective Date.

     Subject to receipt of FERC approval, this 2001 Amendatory
Agreement shall become effective concurrently with the Closing
under the PSA (the "Effective Date").

4.  Power Contract Amendments.

     The Power Contract is hereby amended as follows:

     (a)       In recognition of the sale of the Unit being
effected pursuant to the PSA and the intention of the parties to
release Vermont Yankee from any further obligations with respect
to operation of the Unit, the text of each of  Sections 3, 4, 5,
6, 8, 9 and 10 of the Power Contract is hereby deleted and, in
lieu thereof in each instance the words "Intentionally Deleted
and This Section Left Blank" shall be inserted; provided,
however, that the pre-existing text shall remain in effect for
purposes of settling any accounts between the parties for periods
prior to the Effective Date.

     (b)  A new section 10A is hereby inserted immediately
following Section 10 to read as follows:

          "10A.  Definitions.

               Unless the context otherwise specifies
          or requires, capitalized terms not otherwise
          defined herein shall have the meanings
          provided in the PPA and each term defined
          below, when used in this contract, shall have
          the meaning indicated below:

          "Closing" means the Closing as defined in the PSA.

          "Effective Date" has the meaning provided in
          Section 3 hereof.

          "End of License Term" means March 21, 2012.

          "End of Term Date" means the earlier of the
          End of License Term or the date on which the
          Unit is permanently removed from service.

          "ENVY" means Entergy Nuclear Vermont Yankee,
          LLC, a Delaware limited liability company.

          "Entitlement percentage" has the meaning
          provided in Section 1 hereof.

          "Future Power" means the aggregate energy, capacity and
          ancillary products actually produced by, or available
          from, the Unit in accordance with the PPA.

          "Net capacity" means for any period the
          actual level at which the Unit is operated,
          less station service use, transformer losses
          and generator lead losses.

          "PPA" means the Power Purchase Agreement, dated as of
          August 15, 2001,  between Vermont Yankee, as buyer, and
          ENVY, as seller, a complete copy of which is attached
          hereto as Exhibit B.

          "PPA Entitlement Percentage" means the Sub-
          Entitlement or, if applicable, the portion of
          the post-Uprate Company Entitlement (as those
          terms are defined in the PPA) allocated to
          the Purchaser in accordance with the PPA.

          "PPA Obligations" means the obligations of
          Vermont Yankee to ENVY under the PPA other
          than the purchase price payable pursuant to
          Article 5 thereof, a schedule of which is set
          forth on Exhibit A hereto.

          "PSA" means the Purchase and Sale Agreement, dated as
          of  August 15, 2001, among Vermont Yankee, ENVY and
          Entergy Corporation, as guarantor, as amended from time
          to time.

          "PSA Obligations" means the obligations of Vermont
          Yankee to ENVY under the PSA, a schedule of which is
          set forth on Exhibit A hereto.

          "PSA Transactions" means the conduct of the auction
          process commenced in 2001 to sell the Unit, the
          proceedings to obtain regulatory approval of the
          transactions resulting from such auction, and the
          services of consultants, advisors and legal counsel
          with respect thereto.

          "Purchasers" means the sponsoring utilities named in
          Section 1 hereof or their respective successors or
          assigns.

     (c)    In recognition of the Purchaser's continuing
obligation to reimburse Vermont Yankee for its entitlement
percentage of certain of Vermont Yankee's costs as deferred
payment for the capacity and net electrical output of the Unit
previously delivered by Vermont Yankee and to reflect the change
in the manner in which Vermont Yankee will incur costs to supply
the Purchaser with its aliquot share of the Future Power to be
purchased pursuant to the PPA by Vermont Yankee from ENVY, the
provisions of Sections 7 and 7A of the Power Contract are hereby
deleted and new Sections 7, 7A and 7B are inserted in lieu
thereof as follows:

          "7.  Reimbursed Costs

                 With respect to each month during the balance of
          the term of this contract, the Purchaser will pay
          Vermont Yankee an amount equal to the Purchaser's
          entitlement percentage of each of (A) the portion of
          Vermont Yankee's Closing Net Unit Investment allocable
          to such month, if any, together with one-twelfth of the
          composite percentage for such month of the Closing Net
          Unit Investment as most recently determined in
          accordance with this Section 7, (B) Vermont Yankee's
          Total Transaction Costs Obligation, if any, for such
          month, (C) Vermont Yankee's total operating expenses
          for such month, (D) Vermont Yankee's PSA Obligations,
          if any, for such month, (E) Vermont Yankee's PPA
          Obligations, if any, for such month, (F) Vermont
          Yankee's Total Revolver Costs for such month, if any,
          and (G) to the extent not duplicative of any payment
          made under clause (A) above, an amount equal to one-
          twelfth of the equity percentage for such month of the
          Purchaser's entitlement percentage of the equity
          investment, as most recently determined in accordance
          with this Section 7.

          "Composite percentage" shall be computed as of the
          Effective Date and as of the last day of each month
          thereafter (the "computation date") and for any month
          the composite percentage shall be that computed as of
          the most recent computation date.  "Composite
          percentage" as of a computation date shall be the sum
          of (i) the equity percentage as of such date multiplied
          by the percentage which equity investment as of such
          date is of the total capital as of such date, plus (ii)
          the stated interest rate per annum of each principal
          amount of indebtedness bearing a particular rate of
          interest outstanding on such date for money borrowed
          from persons other than Purchasers multiplied by the
          percentage which such principal amount is of total
          capital as of such date.

          "Equity percentage" as of any date shall be whatever
          percentage per annum may be authorized from time to
          time by FERC.

          "Common stock equity investment" as of any date shall
          consist of equity investment as of such date less the
          aggregate par value of all issues of preferred stock
          outstanding on such date.

          "Equity investment" as of any date shall consist of the
          sum of (i) all amounts theretofore paid to Vermont
          Yankee for all capital stock theretofore issued (taken
          at the total par value thereof plus the total of all
          amounts in an excess of such par value paid thereon);
          plus all capital contributions, loans and advances
          theretofore made to Vermont Yankee by the Purchasers,
          less the sum of any amounts distributed by Vermont
          Yankee to the Purchasers or stockholders in the form of
          stock repurchases or redemptions, return of capital or
          repayments of loans and advances; plus (ii) any credit
          balance in the capital surplus account (not included
          under (i)) and in earned surplus account on the books
          of Vermont Yankee as of such date.

          "Total capital" as of any date shall be the equity
          investment plus the total of all indebtedness then
          outstanding for money borrowed from other than the
          Purchasers.

          "Uniform System" shall mean the Uniform System of
          Accounts prescribed by the Federal Power Commission for
          Class A and Class B Public Utilities and Licensees as
          in effect on the date of this contract and as said
          System may be hereafter amended to take account of
          private ownership of special nuclear material.

          Vermont Yankee's "operating expenses" shall include all
          expenses incurred by Vermont Yankee after the Effective
          Date (i) for administrative and general expenses which
          would be properly chargeable by an operating electric
          utility, less any applicable credits thereto, in
          accordance with the Uniform System and (ii) for
          expenses, if any, resulting from the settlement of
          claims of dissenting shareholders.

          The "net Unit investment" shall consist, in each case
          with respect to the Unit, of (i) the aggregate amount
          properly chargeable at the time in accordance with the
          Uniform System of Vermont Yankee's electric plant
          accounts (including construction work in progress),
          less the sum of (x) the aggregate amount included in
          operating expenses from the plant completion date to
          the date in question on account of depreciation
          accruals (and amortization, if any, of property losses)
          reduced by the aggregate of all amounts charged during
          such period against the accumulated provision for
          depreciation plus (y) the amount of net available cash;
          plus (ii) the aggregate amount properly chargeable at
          the time in accordance with the Uniform System to
          accounts representing fuel assemblies and components
          (including nuclear materials) and other materials and
          supplies, less the balance, if any, at the time of the
          accumulated amortization thereof; plus (iii) such
          reasonable allowances for prepaid items and cash
          working capital as may from time to time be determined
          by Vermont Yankee; less (z) the net proceeds received
          from the sale of any assets properly included in said
          electric plant accounts.  However, for purposes of this
          contract, the net amount included at any date after the
          plant completion date in net Unit investment under
          clause (i) of the immediately preceding sentence shall
          in no event be less than the excess of:

               (a)  the amount properly chargeable at the plant
               completion date in accordance with the Uniform
               System to electric plant accounts (including
               construction work in progress) with respect to the
               Unit,
          over
               (b) the sum of (x) the aggregate minimum amount
               required by this Section 7 to be included in
               operating expenses from the plant completion date
               to the date in question on account of depreciation
               accruals (and amortization, if any, or property
               losses) plus (y) the amount of net available cash.

          The net Unit investment shall be determined as of the
          plant completion date and thereafter as of the
          commencement of each calendar year, or, if Vermont
          Yankee elects, at more frequent intervals.

           "Closing Net Unit Investment" means the amount of net
          Unit investment determined as of the Effective Date,
          which amount shall be amortized in equal monthly
          amounts during the period beginning on the Effective
          Date and ending on the End of License Term.

          "Net available cash" means, at any date as of which the
          amount thereof is to be determined, the excess of (a)
          the aggregate amount received by Vermont Yankee after
          the plant completion date and prior to two years before
          the determination date as insurance proceeds on account
          of loss or damage to the Unit or as the proceeds of a
          sale or condemnation of a portion of the Unit, over (b)
          the aggregate amount expended after the plant
          completion date and prior to the determination date on
          account of rebuilding, repairs, replacements and
          additions to the Unit, provided that insurance proceeds
          received with respect to a particular loss shall be
          taken into account for purposes of the foregoing
          computation only if the amount received with respect to
          the loss exceeds $150,000.

          "Closing Expenses" means the funds, if any, required to
          defray any closing adjustments payable by Vermont
          Yankee in accordance with the PSA.

          "Sale Costs" means the funds, if any, required to
          defray the costs incurred in connection with the pre-
          2001 efforts to sell the Unit and the PSA Transactions,
          including the refunding of such costs to the Purchasers
          to the extent previously billed to, and paid by, the
          Purchasers.

          "Transaction Costs" means the sum of (a) the Closing
          Expenses plus (b) the Sales Costs.

          "Total Transaction Costs Obligation" for any month
          shall mean the amount attributable to such month for
          the payment of principal and interest, if any, on the
          Transaction Costs, calculated on the basis of
          amortizing such liability in equal monthly amounts over
          the period from the Effective Date to the End of
          License Term.

          "Short-term Revolver" means one or more borrowings by
          Vermont Yankee during the term of this contract to
          obtain funds to meet short-term operating cash needs.

          "Total Revolver Costs" for any month means the amount
          attributable to such month for the payment of
          principal, interest and other fees, if any, due on the
          Short-term Revolver.

          7A.  Purchase of Future Power, Delivery and Payments.

               (a)  Purchase of Future Power:  With respect to
          each month during the period commencing on the
          Effective Date and ending on the earlier of the End of
          Term Date or the end of the operative term of this
          contract, the Purchaser will be entitled and obligated
          to take its PPA Entitlement Percentage of the Future
          Power.  The Purchaser's PPA Entitlement Percentage of
          the Future Power will be delivered to and accepted by
          it at the Producer's Delivery Point (as defined in the
          PPA).  All deliveries will be made in the form of 3-
          phase, 60 cycle, alternating current at a nominal
          voltage of 345,000 volts.  The Purchaser will make its
          own arrangements for the transmission of its share of
          the Future Power.  In accordance with the PPA, ENVY
          will be responsible for maintaining metering and
          telemetering with respect to the Future Power.

               With respect to each month during the aforesaid
          period, Purchaser will pay Vermont Yankee for the
          Future Power actually delivered to the Purchaser an
          amount equal to its PPA Entitlement Percentage of (a)
          the purchase price calculated pursuant to Article 5 of
          the PPA plus (b) any applicable Governmental Charges
          allocable to Vermont Yankee pursuant to Section 18(b)
          of the PPA.

               (b)  Contingent Option to Terminate Purchase.
          Pursuant to Article 4(c) of the PPA, Vermont Yankee was
          granted an option to negotiate for release from all or
          part of its obligations to purchase power under the PPA
          effective as of February 28, 2005 and a further option
          to negotiate for release of any balance of such
          obligations effective December 31, 2007, each such
          option being exercisable by written notice to the ENVY
          at least 180 days prior to its effective date (each
          such notice date being referred to herein as an
          "exercise date").  Those options affect the Sub-
          Entitlements of each of the Purchasers.  Vermont Yankee
          hereby grants the Purchaser the right to direct Vermont
          Yankee to exercise such option with respect to the
          Purchaser's Sub-Entitlement as follows:

               If the Purchaser desires to direct Vermont Yankee
          to negotiate the release of the Purchaser's Sub-
          Entitlement under the PPA pursuant to such option, the
          Purchaser shall give written notice to that effect to
          Vermont Yankee at least 90 days in advance of the
          relevant exercise date.  Upon receipt of such notice
          from the Purchaser, Vermont Yankee shall confer with
          all other Purchasers giving similar notices to
          ascertain the scope of negotiating discretion granted
          by such Purchasers and shall thereafter give timely
          written notice to the ENVY indicating Vermont Yankee's
          desire to negotiate the release of the Sub-Entitlements
          of those Purchasers that have given Vermont Yankee the
          required notice.  Vermont Yankee shall thereafter
          negotiate in good faith with the ENVY for release of
          said Sub-Entitlements from the PPA and shall maintain
          close coordination with the Purchaser and other
          affected Purchasers to assure that the terms of such
          release are acceptable.  Any final release agreement
          between Vermont Yankee and the ENVY shall be subject to
          ratification by each of the Purchasers affected
          thereby.  If the Purchaser fails to ratify the release
          agreement within the time provided by such agreement,
          its Sub-Entitlement shall be excluded from the release
          agreement.

               Vermont Yankee and the Purchaser hereby further
          agree that:  (a) after such a  release agreement has
          been ratified by the Purchaser, the Purchaser will pay
          to Vermont Yankee the Purchaser's proportionate share
          of the payments, if any, due to the ENVY in connection
          with such release; and (b) from and after the effective
          date of any release affecting the Purchaser's Sub-
          Entitlement Percentage, the Purchaser shall no longer
          be obligated, pursuant to clause (a) above, to take and
          pay for any Future Power delivered after such effective
          date.

               (c)  ISO Filing.  Vermont Yankee agrees to submit
          this contract to the market system maintained by the
          Independent System Operator of New England provided for
          in the NEPOOL Agreement.

               (d)  Adequate Assurance.  In the event that ENVY
          exercises its right under Article 7(h) of the PPA to
          request adequate assurance with respect to Purchaser's
          PPA Entitlement Percentage of the Future Power, then
          Vermont Yankee shall be deemed to have commercially
          reasonably grounds for insecurity concerning
          Purchaser's ability to perform its obligations under
          this Section 7A and may provide Purchaser with written
          notice requesting adequate assurance ("Adequate
          Assurance") of due performance of Purchaser's
          obligations under this Section 7A for the benefit of
          Vermont Yankee and/or ENVY.  Upon receipt of such
          notice by mail postage prepaid, facsimile, telecopy or
          hand delivery, Purchaser shall have twelve (12)
          Business Days to provide such Adequate Assurance to
          Vermont Yankee and ENVY.

               7B.    Billing.

               Vermont Yankee will submit, by telecopy or other
          agreeable same day delivery mechanism, to the
          Purchaser, as soon as practicable after the end of each
          month, an invoice for the aggregate amount payable by
          the Purchaser pursuant to Sections 7 and 7A hereof with
          respect to the particular month.  Such bills will be
          rendered in such detail as the Purchaser may reasonably
          request and may be rendered on an estimated basis
          subject to corrective adjustments in subsequent billing
          periods.  All payments shown to be due on such invoice,
          except amount in dispute, shall be due and payable by
          wire transfer per instructions on the invoice on or
          before the later of the eighteenth (18th) day of each
          month, or the eighth (8th) day after receipt of the
          invoice, or if either such day is not a Business Day,
          then on the next Business Day.

     (d)   Section 14 of the Power Contract is hereby amended by
adding the following at the end thereof:

          "Notwithstanding the foregoing, (a) Purchaser
          (or its assigns) may assign its interest
          under Section 7A of this contract only (i) to
          a third party that has a credit rating equal
          to the higher of that of the assignor or of
          investment grade as determined by a
          nationally rated service, or (ii) to a single
          purpose entity whose obligations hereunder
          are guaranteed by a parent that has such a
          credit rating, or (iii) in connection with a
          merger, consolidation or sale of
          substantially all its assets to another party
          that has a credit rating at least equal to
          that of the Purchaser (or its assigns).
                 The Purchaser hereby consents to
          Vermont Yankee creating a security interest
          in Vermont Yankee's interest in this contract
          for the benefit of ENVY and/or the lenders
          under the Short-term Revolver and agrees that
          Purchaser's obligations hereunder shall not
          be affected thereby."

     (e)  Section 20 of the Power Contract is hereby amended by
deleting the first sentence thereof and deleting the word "other"
from the second sentence thereof.

5.  Additional Power Contract Amendments.

     The Additional Power Contract is hereby amended as follows:

     (a)   In recognition of the sale of the Unit being effected
pursuant to the PSA and, the intention of the parties to release
Vermont Yankee from any further obligations with respect to
operation of the Unit, the text of each of Sections 3, 4, 5, 6,
8, 9, 10  and 11 of the Additional Power Contract is hereby
deleted and, in lieu thereof in each instance the words
"Intentionally Deleted and This Section Left Blank" shall be
inserted.

     (b)   A new section 10A is hereby inserted immediately
following Section 10 to read as follows:

          "10A.  Definitions.

               Unless the context otherwise specifies or
          requires, capitalized terms not otherwise defined
          herein shall have the meanings provided in the PPA and
          each term defined below, when used in this contract,
          shall have the meaning indicated below:

          "Closing" means the Closing as defined in the
          PSA.

          "Effective Date" has the meaning provided in
           Section 3 hereof.

          "End of License Term" means March 21, 2012.

          "End of Term Date" means the earlier of the
          End of License Term or the date on which the
          Unit is permanently removed from service.

          "ENVY" means Entergy Nuclear Vermont Yankee,
          LLC, a Delaware limited liability company.

          "Entitlement percentage" has the meaning
          provided in Section 1 hereof.

          "Future Power" means the aggregate energy,
          capacity and ancillary actually produced by,
          or available from, the Unit in accordance
          with the PPA.

          "Initial Power Contracts" means the several
          Power Contracts, dated as of February 1,
          1968, as amended, between Vermont Yankee and
          each of the Purchasers.

          "Net capacity" means for any period the actual level at
          which the Unit is operated, less station service use,
          transformer losses and generator lead losses.

          "Operative term" has the meaning provided in Section 2
           hereof.

          "PPA" means the Power Purchase Agreement, dated as of
          August 15, 2001, between Vermont Yankee, as buyer, and
          ENVY, as seller, a complete copy of which is attached
          hereto as Exhibit B.

          "PPA Entitlement Percentage" means the Sub-Entitlement
          or, if applicable, the portion of the post-Uprate
          Company Entitlement (as those terms are defined in the
          PPA) allocated to the Purchaser in accordance with the
          PPA.

          "PPA Obligations" means the obligations of Vermont
          Yankee to ENVY under the PPA other than the purchase
          price payable pursuant to Article 5 thereof, a schedule
          of which is set forth on Exhibit A hereto.

          "PSA" means the Purchase and Sale Agreement, dated as
          of August 15, 2001, among Vermont Yankee, ENVY and
          Entergy Corporation, as guarantor, as amended from time
          to time.

          "PSA Obligations" means the obligations of
          Vermont Yankee to ENVY, a schedule of which
          is set forth on Exhibit A hereto.

          "PSA Transactions" means the conduct of the auction
          process commenced in 2001 to sell the Unit, the
          proceedings to obtain regulatory approval of the
          transactions resulting from such auction, and the
          services of consultants, advisors and legal counsel
          with respect thereto.

          "Purchasers" means the sponsoring utilities named
          in Section 1 hereof or their respective successors
          or assigns.

     (c)    Section 2 of the Additional Power Contract is hereby
amended in full to read as follows:

          "The operative term of this contract shall commence on
          December 1, 2002 notwithstanding the fact that the Unit
          has been sold to ENVY and shall terminate 30 days after
          the date on which the last of the respective financial
          obligations of Vermont Yankee and the Purchaser which
          constitute elements of the reimbursed costs calculated
          pursuant to Section 7 hereof and the purchase price for
          Future Power calculated pursuant to Section 7A hereof
          has been extinguished."

     (d)    In recognition of the Purchaser's continuing
obligation to reimburse Vermont Yankee for its aliquot share of
certain of Vermont Yankee's costs as deferred payment for the
capacity and net electrical output of the Unit previously
delivered by Vermont Yankee and to reflect the change in the
manner in which Vermont Yankee will incur costs to supply the
Purchaser with its entitlement percentage of the  Future Power to
be purchased pursuant to the PPA by Vermont Yankee from ENVY, the
provisions of Section 7 of the Additional Power Contract are
hereby deleted and new Sections 7, 7A and 7B are inserted in lieu
thereof as follows:

          "7.  Reimbursed Costs

               With respect to each month during the operative
          term of this contract, the Purchaser will pay Vermont
          Yankee an amount equal to the Purchaser's entitlement
          percentage of each of (A) the portion of Vermont
          Yankee's Closing Net Unit Investment applicable to such
          month, if any, together with one-twelfth of the
          composite percentage for such month of the Closing Net
          Unit Investment as most recently determined in
          accordance with this Section 7, (B) Vermont Yankee's
          Total Transaction Costs Obligation, if any, for such
          month, (C) Vermont Yankee's total operating expenses
          for such month, (D) Vermont Yankee's PSA Obligations,
          if any, for such month, (E) Vermont Yankee's PPA
          Obligations, if any, for such month, (F) Vermont
          Yankee's Total Revolver Costs for such month, if any,
          and (G) to the extent not duplicative of any payment
          made under clause (A) above, an amount equal to one-
          twelfth of the equity percentage for such month of the
          Purchaser's entitlement percentage of the equity
          investment, as most recently determined in accordance
          with this Section 7.

          "Composite percentage" shall be computed as of the
          Effective Date and as of the last day of each month
          thereafter (the "computation date") and for any month
          the composite percentage shall be that computed as of
          the most recent computation date.  "Composite
          percentage" as of a computation date shall be the sum
          of (i) the equity percentage as of such date multiplied
          by the percentage which equity investment as of such
          date is of the total capital as of such date, plus (ii)
          the stated interest rate per annum of each principal
          amount of indebtedness bearing a particular rate of
          interest outstanding on such date for money borrowed
          from persons other than Purchasers multiplied by the
          percentage which such principal amount is of total
          capital as of such date.

          "Equity percentage" as of any date shall be whatever
          percentage per annum may be authorized from time to
          time by FERC.

          "Common stock equity investment" as of any date shall
          consist of equity investment as of such date less the
          aggregate par value of all issues of preferred stock
          outstanding on such date.

          "Equity investment" as of any date shall consist of
          the sum of (i) all amounts theretofore paid to Vermont
          Yankee for all capital stock theretofore issued (taken
          at the total par value thereof plus the total of all
          amounts in an excess of such par value paid thereon);
          plus all capital contributions, loans and advances
          theretofore made to Vermont Yankee by the Purchasers,
          less the sum of any amounts distributed by Vermont
          Yankee to the Purchasers or stockholders in the form of
          stock repurchases or redemptions, return of capital or
          repayments of loans and advances; plus (ii) any credit
          balance in the capital surplus account (not included
          under (i)) and in earned surplus account on the books
          of Vermont Yankee as of such date.

          "Total capital" as of any date shall be the equity
          investment plus the total of all indebtedness then
          outstanding for money borrowed from other than the
          Purchasers.

          "Uniform System" shall mean the Uniform System of
          Accounts prescribed by the Federal Power Commission for
          Class A and Class B Public Utilities and Licensees as
          in effect on the date of this contract and as said
          System may be hereafter amended to take account of
          private ownership of special nuclear material.

          Vermont Yankee's "operating expenses" shall include all
          ordinary and necessary expenses incurred by Vermont
          Yankee during the term of this contract (i) for
          administrative and general expenses which would be
          properly chargeable by an operating electric utility,
          less any applicable credits thereto, in accordance with
          the Uniform System and (ii) for expenses, if any,
          resulting from the settlement of claims of dissenting
          shareholders.

          The "net Unit investment" shall consist, in each case
          with respect to the Unit, of (i) the aggregate amount
          properly chargeable at the time in accordance with the
          Uniform System of Vermont Yankee's electric plant
          accounts (including construction work in progress),
          less the sum of (x) the aggregate amount included in
          operating expenses from the plant completion date to
          the date in question on account of depreciation
          accruals (and amortization, if any, of property losses)
          reduced by the aggregate of all amounts charged during
          such period against the accumulated provision for
          depreciation plus (y) the amount of net available cash;
          plus (ii) the aggregate amount properly chargeable at
          the time in accordance with the Uniform System to
          accounts representing fuel assemblies and components
          (including nuclear materials) and other materials and
          supplies, less the balance, if any, at the time of the
          accumulated amortization thereof; plus (iii) such
          reasonable allowances for prepaid items and cash
          working capital as may from time to time be determined
          by Vermont Yankee; less (z) the net proceeds received
          from the sale of any assets properly included in said
          electric plant accounts.  However, for purposes of this
          contract, the net amount included at any date after the
          plant completion date in net Unit investment under
          clause (i) of the immediately preceding sentence shall
          in no event be less than the excess of:

               (a)  the amount properly chargeable at the plant
               completion date in accordance with the Uniform
               System to electric plant accounts (including
               construction work in progress) with respect to the
               Unit),
          over
               (b) the sum of (x) the aggregate minimum amount
               required by this Section 7 to be included in
               operating expenses from the plant completion date
               to the date in question on account of depreciation
               accruals (and amortization, if any, or property
               losses) plus (y) the amount of net available cash.

          The net Unit investment shall be determined as of the
          plant completion date and thereafter as of the
          commencement of each calendar year, or, if Vermont
          Yankee elects, at more frequent intervals.

           "Closing Net Unit Investment" means the amount of net
          Unit investment determined as of the Effective Date,
          which amount shall be amortized in equal monthly
          amounts during the period commencing on the Effective
          Date and ending on the End of License Date.

          "Net available cash" means, at any date as of which the
          amount thereof is to be determined, the excess of (a)
          the aggregate amount received by Vermont Yankee after
          the plant completion date and prior to two years before
          the determination date as insurance proceeds on account
          of loss or damage to the Unit or as the proceeds of a
          sale or condemnation of a portion of the Unit, over (b)
          the aggregate amount expended after the plant
          completion date and prior to the determination date on
          account of rebuilding, repairs, replacements and
          additions to the Unit, provided that insurance proceeds
          received with respect to a particular loss shall be
          taken into account for purposes of the foregoing
          computation only if the amount received with respect to
          the loss exceeds $150,000.

          "Closing Expenses" means the funds, if any, required to
          defray other closing adjustments under the PSA.

          "Sales Costs" means the funds, if any, to defray the
          costs incurred in connection with pre-2001 efforts to
          sell the Unit and the PSA Transactions, including the
          refunding of such costs to the Purchasers to the extent
          previously billed to, and paid by, the Purchasers.

          "Transaction Costs" means the sum of (a) the Closing
          Expenses plus (b) the Sale Costs.

          "Total Transaction Costs Obligation" for any month
          shall mean the amount attributable to such month for
          the payment of principal and interest, if any, on the
          Transaction Costs, calculated on the basis of
          amortizing such liability in equal monthly amounts over
          the period from the Effective Date to the End of
          License Term.

          "Short-term Revolver" means one or more borrowings by
          Vermont Yankee during the term of this contract to
          obtain funds to meet short-term operating cash needs.

          "Total Revolver Costs" for any month means the amount
          attributable to such month for payment of principal,
          interest and other fees, if any, due on the Short-term
          Revolver.

          7A.  Purchase of Future Power, Delivery and Payments.

               (a)  Purchase of Future Power:  With respect to
          each month during the period commencing on December 1,
          2002 and ending on the End of Term Date, the Purchaser
          will be entitled and obligated to take its PPA
          Entitlement Percentage of the Future Power.  The
          Purchaser's PPA Entitlement Percentage of the Future
          Power will be delivered to and accepted by it at the
          Producer's Delivery Point (as defined in the PPA).  All
          deliveries will be made in the form of 3-phase, 60
          cycle, alternating current at a nominal voltage of
          345,000 volts.  The Purchaser will make its own
          arrangements for the transmission of its shares of the
          Future Power.  In accordance with the PPA, ENVY will be
          responsible for maintaining metering and telemetering
          with respect to the Future Power.

               With respect to each month during the aforesaid
          period, Purchaser will pay Vermont Yankee for the
          Future Power actually delivered to the Purchaser an
          amount equal to its PPA Entitlement Percentage of (a)
          the purchase price calculated pursuant to Article 5 of
          the PPA plus (b) any applicable Governmental Charges
          allocable to Vermont Yankee pursuant to Section 18(b)
          of the PPA.

               (b)  Contingent Option to Terminate Purchase.
          Pursuant to Article 4(c) of the PPA, Vermont Yankee was
          granted an option to negotiate for release from all or
          part of its obligations to purchase power under the PPA
          effective as of February 28, 2005 and a further option
          to negotiate for release of any balance of such
          obligations effective December 31, 2007, each such
          option being exercisable by written notice to the ENVY
          at least 180 days prior to its effective date (each
          such notice date being referred to herein as an
          "exercise date").  Those options affect the Sub-
          Entitlements of each of the Purchasers.  Vermont Yankee
          hereby grants the Purchaser the right to direct Vermont
          Yankee to exercise such option with respect to the
          Purchaser's Sub-Entitlement as follows:

               If the Purchaser desires to direct Vermont Yankee
          to negotiate the release of the Purchaser's Sub-
          Entitlement under the PPA pursuant to such option, the
          Purchaser shall give written notice to that effect to
          Vermont Yankee at least 90 days in advance of the
          relevant exercise date.  Upon receipt of such notice
          from the Purchaser, Vermont Yankee shall confer with
          all other Purchasers giving similar notices to
          ascertain the scope of negotiating discretion granted
          by such Purchasers and shall thereafter give timely
          written notice to the ENVY indicating Vermont Yankee's
          desire to negotiate the release of the Sub-Entitlements
          of those Purchasers that have given Vermont Yankee the
          required notice.  Vermont Yankee shall thereafter
          negotiate in good faith with the ENVY for release of
          said Sub-Entitlements from the PPA and shall maintain
          close coordination with the Purchaser and other
          affected Purchasers to assure that the terms of such
          release are acceptable.  Any final release agreement
          between Vermont Yankee and the ENVY shall be subject to
          ratification by each of the Purchasers affected
          thereby.  If the Purchaser fails to ratify the release
          agreement within the time provided by such agreement,
          its Sub-Entitlement shall be excluded from the release
          agreement.

               Vermont Yankee and the Purchaser hereby further
          agree that:  (a) after such a  release agreement has
          been ratified by the Purchaser, the Purchaser will pay
          to Vermont Yankee the Purchaser's proportionate share
          of the payments, if any, due to the ENVY in connection
          with such release; and (b) from and after the effective
          date of any release affecting the Purchaser's Sub-
          Entitlement Percentage, the Purchaser shall no longer
          be obligated, pursuant to clause (a) above, to take and
          pay for any Future Power delivered after such effective
          date.

               (c)  ISO Filing.  Vermont Yankee agrees to submit
          this contract to the market system maintained by the
          Independent System Operator of New England provided for
          in the NEPOOL Agreement.

               (d)  Adequate Assurance.  In the event that ENVY
          exercises its right under Article 7(h) of the PPA to
          request adequate assurance with respect to Purchaser's
          PPA Entitlement Percentage of the Future Power, then
          Vermont Yankee shall be deemed to have commercially
          reasonably grounds for insecurity concerning
          Purchaser's ability to perform its obligations under
          this Section 7A and may provide Purchaser with written
          notice requesting adequate assurance ("Adequate
          Assurance") of due performance of Purchaser's
          obligations under this Section 7A for the benefit of
          Vermont Yankee and/or ENVY.  Upon receipt of such
          notice by mail postage prepaid, facsimile, telecopy or
          hand delivery, Purchaser shall have twelve (12)
          Business Days to provide such Adequate Assurance to
          Vermont Yankee and ENVY.

          7B.     Billing.

               Vermont Yankee will submit, by telecopy or other
          agreeable same day delivery mechanism, to the
          Purchaser, as soon as practicable after the
          end of each month, an invoice for the aggregate amount
          payable by the Purchaser pursuant to Sections 7 and 7B
          hereof with respect to the particular month.  Such
          bills will be rendered in such detail as the Purchaser
          may reasonably request and may be rendered on an
          estimated basis subject to corrective adjustments in
          subsequent billing periods.  All payments shown to be
          due on such invoice, except amounts in dispute, shall
          be due and payable by wire transfer per instructions on
          the invoice on or before the later of the eighteenth
          (18th) day of each month, or the eighth (8th) day after
          receipt of the invoice, or if either such day is not a
          Business Day, then on the next Business Day.

     (e)   Section 15 of the Additional Power Contract is hereby
amended by adding the following  to the end thereof:

          "Notwithstanding the foregoing, (a) Purchaser (or its
          assigns) may assign its interest under Section 7A of
          this contract only (i) to a third party that has a
          credit rating equal to the higher of that of the
          assignor or of investment grade as determined by a
          nationally rated service, or (ii) to a single purpose
          entity whose obligations hereunder are guaranteed by a
          parent that has such a credit rating, or (iii) in
          connection with a merger, consolidation or sale of
          substantially all its assets, to another party that has
          a credit rating at least equal to that of the Purchaser
          (or its assigns).
                  The Purchaser hereby consents to Vermont Yankee
          creating a security interest in Vermont Yankee's
          interest in this contract for the benefit of ENVY
          and/or the lenders under the Short-term Revolver and
          agrees that Purchaser's obligations hereunder shall not
          be affected by thereby."

     (f)  Section 17 of the Additional Power Contract is hereby
amended by deleting the first sentence thereof and deleting the
word "other" from the second sentence thereof.

6.   Government Regulation.  This Amendatory Agreement and all
rights and obligations of the Parties hereunder are subject to
all applicable federal, state and local laws and all duly
promulgated orders and duly authorized actions of governmental
authorities having proper and valid jurisdiction over the terms
of this Amendatory Agreement.  Purchaser will be obligated to
make all payments to Vermont Yankee for purchases at wholesale of
capacity, energy and ancillary products hereunder regardless of
whether or not the Purchaser is permitted to pass along or
recover those payments from its customers.  Each of Vermont
Yankee and Purchaser shall not propose, advance or support, and
shall vigorously oppose and defend against, any action by any
legislature, agency, commission, (including the Federal Energy
Regulatory Commission), entity or court that would adversely
affect the Parties' rights and benefits hereunder and each of
Vermont Yankee and the Purchaser will vigorously pursue all
actions and remedies to overturn or cure any such action.  In
addition, the rates, terms, and conditions contained in this
Amendatory Agreement are not subject to change under Sections 205
or 206 of the Federal Power Act, as either section may be amended
or superseded, absent the mutual written agreement of the Parties
or a finding by the Federal Energy Regulatory Commission, that
this Amendatory Agreement is not in the public interest.

7.   Confidentiality.  Except as otherwise required by law or for
implementation of this Amendatory Agreement, the Parties must
keep confidential the transactions undertaken pursuant hereto;
provided, however, that the Purchaser may disclose such
information on a confidential basis to third parties in
connection with good faith negotiation for the assignment of
Purchaser's interests hereunder.  Nothing herein shall preclude
the Purchaser from disclosing the substance of this Amendatory
Agreement to third parties on a confidential basis in connection
with the negotiation of the assignment of any of its interests
herein.  Any information provided by either Party to the other
Party pursuant to this Amendatory Agreement and labeled
"CONFIDENTIAL" will be used by the receiving Party solely in
connection with the purposes of this Amendatory Agreement and
will not be disclosed by the receiving Party to any third party,
except with the providing Party's consent.  This Section 7 of
this Amendatory Agreement will not prevent either Party from
providing any confidential information received from the other
Party to any court or in accordance with a proper discovery
request or in response to the reasonable request of any
governmental agency with jurisdiction to regulate or investigate
the disclosing Party's affairs, provided that, if feasible, the
disclosing Party will give prior notice to the other Party of
such disclosure and, if so requested by such other Party, will
have used all reasonable efforts to oppose or resist the
requested disclosure, as appropriate under the circumstances, or
to otherwise make such disclosure pursuant to a protective order
or other similar arrangement for confidentiality.

8.   Miscellaneous.

     (a)     Mitigation of Damages.  In the event of any default
by Purchaser, Vermont Yankee shall have the right to sell the
Purchaser's entitlement percentage of any energy and ancillary
products and apply the proceeds thereof against the amounts owing
from the Purchaser.

     (b)     Counterparts.  This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same
instrument.


     IN WITNESS WHEREOF, the parties have executed this Amendment
by their respective officers hereto duly authorized, as of the
date first above written.

                              VERMONT YANKEE NUCLEAR POWER
                              CORPORATION


                              By /s/ Bruce W. Wiggett
                                     Bruce W. Wiggett
                                     Senior Vice President of Finance
                                     and Administration

                              Address:  Box 169, Ferry Road
                              Brattleboro, VT 05301


                              CAMBRIDGE ELECTRIC LIGHT COMPANY


                              By /s/ Russell D. Wright
                                     Russell D. Wright
                                     President

                              Address:  800 Boylston Street
                                        Boston, MA  02199

                              CENTRAL MAINE POWER COMPANY

                              By /s/ Curtis I. Call
                                     Curtis I. Call
                                     Treasurer

                              Address:  83 Edison Drive
                                        Augusta, ME  04336


                              THE CONNECTICUT LIGHT AND POWER
                              COMPANY

                              By /s/ John B. Keane
                                     John B. Keane
                                     Vice President/Administration

                              Address:  P. O. Box 270
                                        Hartford, CT 06141-0270

                              GREEN MOUNTAIN POWER CORPORATION

                              By /s/ C. L. Dutton
                                     C. L. Dutton
                                     President and Chief Executive
                                     Officer

                              Address:  163 Acorn Lane
                                        Colchester, VT 05446

                              CENTRAL VERMONT PUBLIC SERVICE
                              CORPORATION

                              By /s/ Kent R. Brown
                                   Kent R. Brown
                                Senior Vice President,
                                Engineering  & Operations

                              Address:: 77 Grove Street
                                        Rutland, VT   05701

                              NEW ENGLAND POWER COMPANY

                              By /s/ Terry L. Schwennesen
                                     Terry L. Schwennesen
                                     Vice President

                               Address:








                              PUBLIC SERVICE COMPANY OF
                              NEW HAMPSHIRE

                              By /s/ John B. Keane
                                     John B. Keane
                                     Vice President - Administration


                              Address:: P. O. Box 270
                                        Hartford, CT 06141-0270

                              WESTERN MASSACHUSETTS ELECTRIC
                              COMPANY

                              By /s/ John B. Keane
                                     John B. Keane
                                     Vice President - Administration

                              Address:: P. O. Box 270
                                        Hartford, CT 06141-0270

                            Exhibit A
                               to
                    2001 Amendatory Agreement



I.   PSA Obligations:

     The PSA Obligations comprise those set forth in the following
     sections of the PSA:

Section 2.4      Excluded Liabilities

Section 6.11(b)  One-time fee due to DOE under the DOE Standard Contract

Section 6.12     DOE Decontamination and Decommissioning fees

Section 9.1      Indemnification obligations

II.  PPA Obligations:

     The PPA Obligations comprise those set forth in the
     following sections of the PPA:

Section 3(g)     Transmission charges for Station Use Energy.

Section 7(h)     Adequate assurance

Section 9        Indemnification obligations




                            Exhibit B
                               to
                    2001 Amendatory Agreement

[Attach copy of PPA]