EXHIBIT 10.39
NORTHEAST UTILITIES
DEFERRED COMPENSATION PLAN FOR TRUSTEES
AMENDED AND RESTATED DECEMBER 13, 1994


Each Trustee of Northeast Utilities (NU) who is not an employee of NU or any
of its affiliated companies may elect to defer payment to him or her of
compensation for his or her services as a member of the NU Board of Trustees
and committees thereof during any calendar year (excluding from the term
"compensation" reimbursement of travel and other incidental expenses incurred
for the benefit of, and in the course of rendering services to, NU) on the
following basis:  

l.   An election by a Trustee to defer payment of compensation shall apply to
all or any portion of cash and/or NU common share compensation earned during
a calendar year and shall be made in writing to the Secretary of NU prior to
the beginning of each calendar year, provided, that each newly elected
Trustee may make an election to defer payment of compensation for services to
be rendered during the year of his or her election as a Trustee at the time
of, or following his or her election but 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.   NU shall establish for each Trustee who elects to defer cash
compensation a "Deferred Cash Compensation Account" (which shall be solely a
book account) to which NU shall credit on the last day of each calendar
quarter (a) an amount equal to the cash compensation which would otherwise
have been paid to such Trustee during that calendar quarter and (b) interest
at the rate set forth in Section 37-l of the Connecticut General Statutes (as
amended from time to time) on the amount standing in such Trustee's Deferred
Cash Compensation Account as of the beginning of such quarter reduced by the
amount of any payments made during the first six weeks of that quarter under
paragraphs 3 and 4 of this plan.  NU shall establish for each Trustee who
elects to defer NU common share compensation a "Deferred Stock Compensation
Account" (which shall be solely a book account) to which NU shall credit (a)
on each date such shares would otherwise have been paid to such Trustee, an
amount equal to the number of shares which would otherwise have been paid to
such Trustee on such date and (b) on each date on which a dividend, stock
split, split up, stock dividend, or dividend in kind or similar payment is
made or corporate change resulting in a payment to NU common shareholders
becomes effective ("accretions"), an amount equal to the number of NU common
shares that could have been purchased with such accretions with respect to
the shares in such Deferred Stock Compensation Account, assuming that each
such accretion was reinvested in additional NU common shares on the date
paid, at a rate equal to the closing price of an NU common share on the New
York Stock Exchange on such date.  Within thirty days following the end of
each calendar year NU shall provide each Trustee for whom a Deferred Cash
and/or Deferred Stock 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, a Trustee
shall also elect to receive distribution of the amounts credited to his or
her Deferred Cash and/or Deferred Stock Compensation Account, as the case may
be, during the period for which such election is made, together with the
interest and/or accretions thereon, as the case may be, upon, or commencing
with, the occurrence of one of the following events:  termination of service
on the Board for any reason or 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, a Trustee
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
Cash and/or Deferred Stock Compensation Account, as the case may be, during
the period for which such election is made, together with the interest and/or
accretions thereon, as the case may be, shall be paid to him or her in a lump
sum or in not more than five approximately equal annual installments.  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 a Trustee shall die prior to the payment to him or her
of all amounts credited to his or her Deferred Cash and Deferred Stock
Compensation Accounts, the balance credited to such accounts 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 Secretary of NU (which designation may be
changed from time to time) or, in the absence of such a designation, to the
estate of such  Trustee.  

6.   The amounts standing in Deferred Cash or Deferred Stock Compensation
Accounts shall be unfunded obligations of NU payable only under the terms
stated herein, and Trustees shall have no right or claim against any
specified assets of NU and shall have only a contractual right against NU
hereunder.  Any payment to a Trustee from a Deferred Stock Compensation
Account shall be made in NU common shares purchased in the open market,
except as otherwise may be provided from time to time by the Board of
Trustees.  
 
7.   No Deferred Cash or Deferred Stock Compensation Account shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge
or encumbrance by a Trustee or any person claiming under or through him or
her, nor shall it be subject to the debts, contracts, liabilities,
engagements or torts of a Trustee or anyone else prior to actual payment
thereof.  

8.This Plan may be amended or terminated by the Board of Trustees at any
time; provided, no such amendment or termination shall serve to diminish the
rights of a Trustee with respect to amounts credited to his or her Deferred
Cash and/or Deferred Stock Compensation Accounts or accelerate payment of
such amounts.  

9.Nothing contained in this Plan shall be construed as an obligation of NU to
secure the re-election of any person as a Trustee of NU, or as an obligation
of any person to stand for re-election as a Trustee of NU or as a prohibition
against the resignation of any person as a Trustee.