EXHIBIT 10.40
DEFERRED COMPENSATION PLAN FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM
COMPANIES ADOPTED SEPTEMBER 23, 1986 

Each Officer of Northeast Utilities and/or its subsidiary companies
(hereinafter "the Company") may elect to defer payment to him or her of up to
75 percent of compensation for his or her services as an employee of a
Northeast Utilities system company on the following basis:

1.   "Compensation" shall mean an officer's base salary, less any pre-tax
deductions (e.g., pre-tax deductions under the 401(k) Plan or the Flexible
Benefits Program). An election by an Officer to defer payment of compensation
shall apply to a selected percentage, but not more than 75 percent, of
compensation earned during a calendar year. An election to defer compensation
shall be made in writing to the Vice President and Controller of Northeast
Utilities Service Company (NUSCO) prior to the beginning of each calendar
year, provided, an election to defer payment of compensation for services to
be rendered during the calendar year 1986 shall be made no later than
September 30, 1986 and shall be applicable only to compensation earned after
that date. In addition, each newly elected Officer may make an election to
defer payment of compensation for services to be rendered during the year of
his or her election as an Officer, provided that such election to defer
payment of compensation shall be made within 30 days after his or her
election as an Officer and shall be made prior to the date of the rendering
of the first services for which compensation is to be deferred. Such
election, once made, shall be irrevocable for the period for which it is
made.

2.   NUSCO shall establish for each Officer who elects to defer compensation
a "Deferred Compensation Account" (which shall be solely a book account) to
which NUSCO shall credit on the last day of each month (a) an amount equal to
the selected percentage of compensation which would otherwise have been paid
to such Officer during that calendar month and (b) interest at the rate set
forth in Section 37-1 of the Connecticut General Statutes (as amended from
time to time) on the amount standing in such Officer's Deferred Compensation
Account as of the beginning of such month reduced by the amount of any
payments made during the first two weeks of that month under paragraphs 3 and
4 of this Plan. Within sixty days following the end of each calendar year,
NUSCO shall provide each Officer for whom a Deferred Compensation Account has
been established with a statement of the amount standing to his or her credit
as of the end of that year.

3.   At the time of each election to defer payment of compensation, an
Officer shall also elect when such deferred compensation, together with the
interest accrued thereon, shall be distributed to him or her. Such
distribution must occur upon or commence with (i) termination of employment
with a Northeast Utilities system company for any reason or (ii) a specified
date which is after the period for which the election is made. Such election,
once made, shall be irrevocable as to amounts credited with respect to the
period for which the election is made.

4.   At the time of each election to defer payment of compensation, an
Officer shall designate whether, upon or commencing with the occurrence of
one of the events set forth in paragraph 3, the amounts credited to his or
her Deferred Compensation Account during the period for which such election
is made, together with the interest thereon, shall be paid to him or her in a
lump sum or in not more than five approximately equal annual installments
which shall be paid during the first thirty days of each year. Such election,
once made, shall be irrevocable as to amounts credited with respect to the
period for which the election is made.

5.   In the event that an Officer shall die prior to the payment to him or
her of all amounts credited to his or her Deferred Compensation Account, the
balance credited to such account at the time of his or her death shall be
paid to such beneficiaries as he or she shall have designated in writing to
the Vice President and Controller of NUSCO; (which designation may be changed
from time to time) or, in the absence of such a designation, to the estate of
such Officer.

6.   The amounts standing in Deferred Compensation Accounts shall be unfunded
obligations of the Northeast Utilities system company employing each officer
and shall be payable only under the terms stated herein. Officers shall have
no right or claim against any specified assets of the Company and shall have
only a contractual right against the Northeast Utilities system company
employing him or her.

7.   No Deferred Compensation Account shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance
by an Officer or any person claiming under or through him or her, nor shall
it be subject to the debts, contracts, liabilities, engagements or torts of
an Officer or any one else prior to actual payment thereof.

8.   This Plan may be amended or terminated by the Board of Trustees of
Northeast Utilities at any time, provided, no such amendment or termination
shall serve to diminish the rights of an Officer with respect to amounts
credited to his or her Deferred Compensation Account or accelerate payment of
such amounts.

9.   Nothing contained in this Plan shall be construed as an assurance by the
Company of reelection of any person as an Officer of the Company, as an
obligation of any person to stand for reelection as an Officer of the
Company, or as a prohibition against the resignation of any person as an
Officer of the Company.