Exhibit 10.25.19

                       EIGHTY-NINTH AGREEMENT AMENDING
                      NEW ENGLAND POWER POOL AGREEMENT
                    (TECHNICAL COMMITTEE VOTING CHANGES)


     THIS EIGHTY-NINTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of October 4, 2002 ("Eighty-Ninth Agreement"), amends the New
England Power Pool Agreement (the "NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was amended
and restated by the Thirty-Third Agreement Amending the New England Power Pool
Agreement dated as of December 1, 1996 (the "Thirty-Third Agreement") in the
form of the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A thereto, and
the Thirty-Third Agreement also provided for the NEPOOL Open Access
Transmission Tariff (the "NEPOOL Tariff") which is Attachment B to the Restated
NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff have
subsequently been amended numerous times, the most recent amendment dated as
of June 21, 2002; and

     WHEREAS, the Participants desire to amend the Restated NEPOOL Agreement,
as heretofore amended, to reflect the revisions detailed herein.

     NOW, THEREFORE, upon approval of this Eighty-Ninth Agreement by the NEPOOL
Participants Committee in accordance with the procedures set forth in the
NEPOOL Agreement, the Participants agree as follows:

                                  SECTION 1
                   AMENDMENTS TO RESTATED NEPOOL AGREEMENT

1.1  Section 6.9(d) is amended so that it reads as follows:

     (d)  Member Adjusted Voting Share: for a Committee voting member which
          casts an affirmative or negative vote on a proposed action or
          amendment and which has been appointed by a Participant or group
          of Participants which are members of a Sector satisfying its Sector
          Quorum requirement for the proposed action or amendment, is the
          quotient obtained by dividing (i) the Sector Voting Share of that
          Sector for the Participants Committee or the Adjusted Sector Voting
          Share of that Sector for the Technical Committees by (ii) the number
          of voting members appointed by members of that Sector which cast
          affirmative or negative votes on the matter, adjusted, if necessary,
          for End User Participants and group voting members as provided in the
          definition of "Member Fixed Voting Share".

1.2  Section 6.9(e) is amended so that it reads as follows:

     (e)  NEPOOL Vote:

          (i)  with respect to an amendment or proposed action of the
               Participants Committee is the sum of (x) the Member
               Adjusted Voting Shares of the voting members of the
               Committee which cast  an affirmative vote on the
               proposed action or amendment and which
               have been appointed by a Participant or group of
               Participants which are members of a Sector satisfying
               its Sector Quorum requirements and (y) the Member Fixed
               Voting Shares of the voting members of the Committee
               which cast an affirmative vote on the proposed action or
               amendment and which have been appointed by a
               Participant or group of Participants which are members
               of a Sector which fails to satisfy its Sector Quorum
               requirements; and

          (ii) with respect to a proposed action of a Technical
               Committee is the sum of  the Member Adjusted Voting
               Shares of the voting members of the Committee which cast
               an affirmative vote on the proposed action.

1.3  New Section 6.9(g) is added as follows:

     (g)  Adjusted Sector Voting Share: applies only for votes of Technical
          Committees and shall be determined for each Technical Committee vote
          in accordance with the following formula:

               A = S + (S * [(100%-P)/P])

          Where:

               A    is the Sector's Adjusted Sector Voting Share.

               S    is (i) for each active Sector which has not
                    satisfied its Sector Quorum requirements, the
                    sum of the Member Fixed Voting Shares of the
                    Sector members who vote on the proposed
                    action, or on whose behalf a vote is properly
                    cast, and (ii) for each active Sector which
                    has satisfied its Sector Quorum requirements,
                    that Sector's Sector Voting Share.

               P    is the sum of (A) for each active Sector
                    which has not satisfied its Sector Quorum
                    requirements, the Member Fixed Voting Shares
                    of the members who voted on the proposed
                    action or on whose behalf a vote is properly
                    cast and (B) the Sector Voting Shares of all
                    Sectors which have satisfied their Sector
                    Quorum requirements.

          The aggregate Adjusted Sector Voting Share for each
          vote shall equal one hundred percent (100%).


                                  SECTION 2
                                MISCELLANEOUS

2.1  This Eighty-Ninth Agreement shall become effective on January 1, 2003,
     or on such other date as the Commission shall provide that the
     amendments reflected herein shall become effective.

2.2  Terms used in this Eighty-Ninth Agreement that are not defined herein
     shall have the meanings ascribed to them in the NEPOOL Agreement.