Exhibit 10.44
EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of February 25, 
1997, by and between Northeast Utilities Service Company, a Connecticut 
corporation (the "Company"), with its principal office in Berlin, 
Connecticut,  and Cheryl W. Grise, a resident of West Hartford, Connecticut 
("Executive").

WHEREAS, Executive is currently employed as the Senior Vice President and 
Chief Administrative Officer of the Company and both parties desire to enter 
into an agreement to reflect Executive's contribution to the Company's 
business in Executive's executive capacities and to provide for Executive's 
continued employment by the Company, upon the terms and conditions set forth 
herein:
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby 
agree as follows:

1.	Employment.  The Company hereby agrees to continue the employment of 
Executive, and Executive hereby accepts such employment and agrees to perform 
Executive's duties and responsibilities, in accordance with the terms, 
conditions and provisions hereinafter set forth. 

1.1.	Employment Term.  The term of Executive's employment under this 
Agreement shall commence as of the date hereof (the "Effective Date") and 
shall continue until December 31, 1998, unless sooner terminated in 
accordance with Section 5 or Section 6 hereof, and shall automatically renew 
for periods of one year unless one party gives written notice to the other, 
at least six months prior to December 31, 1998 or at least six months prior 
to the end of any one-year renewal period, that the Agreement shall not be 
further extended.  The period commencing as of the Effective Date and ending 
on the date on which the term of Executive's employment under the Agreement 
shall terminate is hereinafter referred to as the "Employment Term".

1.2.	Duties and Responsibilities.  Executive shall serve in such senior 
positions as directed by the Company's Board of Directors (the "Board") or 
the Board of Trustees (the "Trustees") of Northeast Utilities ("NU") that 
provide Executive with duties and compensation that are substantially 
equivalent to Executive's current position in terms of duties and 
responsibilities.  During the Employment Term, Executive shall perform all 
duties and accept all responsibilities incident to such positions as may be 
assigned to Executive by the Board.

1.3.	Extent of Service.  During the Employment Term, Executive agrees to use 
Executive's best efforts to carry out Executive's duties and responsibilities 
under Section 1.2 hereof and, consistent with the other provisions of this 
Agreement, to devote substantially all Executive's business time, attention 
and energy thereto.  Except as provided in Section 3 hereof, the foregoing 
shall not be construed as preventing Executive from making minority 
investments in other businesses or enterprises provided that Executive agrees 
not to become engaged in any other business activity which, in the reasonable 
judgment of the Board, is likely to interfere with Executive's ability to 
discharge Executive's duties and responsibilities to the Company. 

1.4.	Base Salary.  For all the services rendered by Executive hereunder, the 
Company shall pay Executive a base salary ("Base Salary"), commencing on the 
Effective Date, at the annual rate then being paid to Executive by the 
Company, payable in installments at such times as the Company customarily 
pays its other senior level executives (but in any event no less often than 
monthly).  Executive's Base Salary shall be reviewed annually for appropriate 
adjustment (but shall not be reduced below that in effect on the Effective 
Date without Executive's written consent) by the Trustees pursuant to its 
normal performance review policies for senior level executives.

1.5.	Retirement and Benefit Coverages.  During the Employment Term, Executive 
shall be entitled to participate in all (a) employee pension and retirement 
plans and programs ("Retirement Plans") and (b) welfare benefit plans and 
programs ("Benefit Coverages"), in each case made available to the Company's 
senior level executives as a group or to its employees generally, as such 
Retirement Plans or Benefit Coverages may be in effect from time to time, 
including, without limitation, the Company's Supplemental Executive 
Retirement Plan for Officers (the "Supplemental Plan"), both as to the Make-
Whole Benefit and the Target Benefit.

1.6.	Reimbursement of Expenses; Vacation.  Executive shall be provided with 
reimbursement of expenses related to Executive's employment by the Company on 
a basis no less favorable than that which may be authorized from time to time 
for senior level executives as a group, and shall be entitled to vacation and 
holidays in accordance with the Company's normal personnel policies for 
senior level executives.

1.7.	Short-Term Incentive Compensation.  If the Employment Term has not 
previously terminated, beginning on January 1, 1999, Executive shall be 
entitled to participate in any short-term incentive compensation programs 
established by the Company for its senior level executives generally 
depending upon achievement of certain annual individual or business 
performance objectives specified and approved by the Trustees (or a Committee 
thereof) in its sole discretion; provided, however, that Executive's "target 
opportunity" and "maximum opportunity" under any such program shall be at 
least at the same level as in effect for Executive on January 1, 1996.  
Executive's short-term incentive compensation, either in shares of NU or 
cash, as applicable from time to time, shall be paid to  Executive, subject 
to the Board's or the Trustee's reasonable discretion, not later than such 
payments are made to the Company's senior level executives generally.

1.8.	Long-Term Incentive Compensation.  On and after the Effective Date and 
until December 31, 1998, Executive shall participate in the NU Stock Price 
Recovery Plan, in accordance with the terms adopted by the Trustees and NU's 
Organization, Compensation and Board Affairs Committee on December 21, 1996.  
If the Employment Term has not previously terminated, beginning on January 1, 
1999, Executive shall also be entitled to participate in any long-term 
incentive compensation programs established by the Company for its senior 
level executives generally depending upon achievement of certain business 
performance objectives specified and approved by the Trustees (or a Committee 
thereof) in its sole discretion; provided, however, that Executive's "target 
opportunity" and "maximum opportunity" under any such program shall be at 
least at the same level as in effect for Executive on January 1, 1996.  
Executive's long-term incentive compensation, either in shares of NU or cash, 
as applicable from time to time, shall be paid to  Executive, subject to the 
Board's or the Trustee's reasonable discretion, not later than such payments 
are made to the Company's senior level executives generally.

2.   Confidential Information.  Executive recognizes and acknowledges that by 
reason of Executive's employment by and service to the Company before, during 
and, if applicable, after the Employment Term Executive has had and will 
continue to have access to certain confidential and proprietary information 
relating to the business of the Company, which may include, but is not 
limited to, trade secrets, trade "know-how", customer information, supplier 
information, cost and pricing information, marketing and sales techniques, 
strategies and programs, computer programs and software and financial 
information (collectively referred to as "Confidential Information").  
Executive acknowledges that such Confidential Information is a valuable and 
unique asset of the Company and Executive covenants that Executive will not, 
unless expressly authorized in writing by the Board, at any time during the 
course of Executive's employment use any Confidential Information or divulge 
or disclose any Confidential Information to any person, firm or corporation 
except in connection with the performance of Executive's duties for the 
Company and in a manner consistent with the Company's policies regarding 
Confidential Information.  Executive also covenants that at any time after 
the termination of such employment, directly or indirectly, Executive will 
not use any Confidential Information or divulge or disclose any Confidential 
Information to any person, firm or corporation, unless such information is in 
the public domain through no fault of Executive or except when required to do 
so by a court of law, by any governmental agency having supervisory authority 
over the business of the Company or by any administrative or legislative body 
(including a committee thereof) with apparent jurisdiction to order  
Executive to divulge, disclose or make accessible such information, in which 
case Executive will inform the Company in writing promptly of such required 
disclosure, but in any event at least two business days prior to disclosure.  
All written Confidential Information (including, without limitation, in any 
computer or other electronic format) which comes into Executive's possession 
during the course of Executive's employment shall remain the property of the 
Company.  Except as required in the performance of Executive's duties for the 
Company, or unless expressly authorized in writing by the Board, Executive 
shall not remove any written Confidential Information from the Company's 
premises, except in connection with the performance of Executive's duties for 
the Company and in a manner consistent with the Company's policies regarding 
Confidential Information.  Upon termination of Executive's employment, 
Executive agrees immediately to return to the Company all written 
Confidential Information in Executive's possession.   For the purposes of  
this Section 2, the term "Company" shall be deemed to include NU and the 
Affiliates, as defined in Section 6.1(a), of NU and the Company.

3.	Non-Competition; Non-Solicitation.

(a)	During Executive's employment by the Company and for a period of  two 
years after Executive's termination of employment for any reason, within the 
Company's "service area," as defined below, Executive will not, except with 
the prior written consent of the Board, directly or indirectly, own, manage, 
operate, join, control, finance or participate in the ownership, management, 
operation, control or financing of, or be connected as an officer, director, 
employee, partner, principal, agent, representative, consultant or otherwise 
with, or use or permit Executive's name to be used in connection with, any 
business or enterprise which is engaged in any business that is competitive 
with any business or enterprise in which the Company is engaged.  For the 
purposes of this Section, "service area" shall mean the geographic area 
within the states of Connecticut, Maine,  Massachusetts, New Hampshire, Rhode 
Island, and Vermont, or any other geographic area in which, at the time of 
Executive's termination of employment from the Company, the Company is doing 
business.  Executive acknowledges that the listed service area is the area in 
which the Company presently does business.

(b)	The foregoing restrictions shall not be construed to prohibit the 
ownership by Executive of less than five percent (5%) of any class of 
securities of any corporation which is engaged in any of the foregoing 
businesses having a class of securities registered pursuant to the Securities 
Exchange Act of 1934 (the "Exchange Act"), provided that such ownership 
represents a passive investment and that neither Executive nor any group of 
persons including Executive in any way, either directly or indirectly, 
manages or exercises control of any such corporation, guarantees any of its 
financial obligations, otherwise takes any part in its business, other than 
exercising Executive's rights as a shareholder, or seeks to do any of the 
foregoing.

(c)	Executive further covenants and agrees that during Executive's 
employment by the Company and for the period of two years thereafter, 
Executive will not, directly or indirectly, (i) solicit, divert, take away, 
or attempt to solicit, divert or take away, any of the Company's "Principal 
Customers," defined for the purposes hereof to include any customer of the 
Company, from which $100,000 or more of annual gross revenues are derived at 
such time, or (ii) encourage any Principal Customer to reduce its patronage 
of the Company.  

(d)	Executive further covenants and agrees that during Executive's 
employment by the Company and for the period of two years thereafter, 
Executive will not, directly or indirectly, solicit or hire, or encourage the 
solicitation or hiring of, any person who was a managerial or higher level 
employee of the Company at any time during the term of Executive's employment 
by the Company by any employer other than the Company for any position as an 
employee, independent contractor, consultant or otherwise.  The foregoing 
covenant of Executive shall not apply to any person after 12 months have 
elapsed subsequent to the date on which such person's employment by the 
Company has terminated.

(e)	Nothing in this Section 3 shall be construed to prohibit Executive, if 
Executive is a lawyer, from being connected as a partner, principal, 
shareholder, associate, counsel or otherwise with another lawyer or a law 
firm which performs services for clients engaged in any business or 
enterprise that is competitive with any business or enterprise in which the 
Company is engaged, provided that Executive is not personally involved, 
directly or indirectly, in performing services for any such clients during 
the period specified in Section 3(a) and provided further that such lawyer or 
law firm takes reasonable precautions to screen Executive from participating 
for the period specified in Section 3(a) in the representation of any such 
clients.  The parties agree that any such personal performance of services by 
Executive for any such clients during such period would create an 
unreasonable risk of violation by Executive of the provisions of Section 2 of 
this Agreement, and Executive agrees (and the Company may elect) to notify in 
writing any lawyer or law firm with which Executive may be connected during 
the period specified in Section 3(a) of Executive's Agreement as set forth 
herein.  The parties further agree that, in addition to the nondisclosure 
obligations of Section 2 of this Agreement, Executive remains subject to all 
ethical obligations relating to confidentiality of information to the extent 
that Executive acted as a lawyer for the Company, but Executive's knowledge 
of such confidential information shall not be imputed to such other lawyer or 
law firm with which Executive subsequently may become connected.  Executive 
agrees to notify the Company in writing in advance of the precautions to be 
taken by such lawyer or law firm to screen Executive from any representation 
of such competing client of such lawyer or law firm.  

(f)	For the purposes of  this Section 3, the term "Company" shall be deemed 
to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the 
Company.

4.	Equitable Relief.

(a)	Executive acknowledges and agrees that the restrictions contained in 
Sections 2 and 3 are reasonable and necessary to protect and preserve the 
legitimate interests, properties, goodwill and business of the Company, that 
the Company would not have entered into this Agreement in the absence of such 
restrictions and that irreparable injury will be suffered by the Company 
should Executive breach any of the provisions of those Sections.  Executive 
represents and acknowledges that (i) Executive has been advised by the 
Company to consult Executive's own legal counsel in respect of this 
Agreement, and (ii) that Executive has had full opportunity, prior to 
execution of this Agreement, to review thoroughly this Agreement with 
Executive's counsel.

(b)	Executive further acknowledges and agrees that a breach of any of the 
restrictions in Sections 2 and 3 cannot be adequately compensated by monetary 
damages.  Executive agrees that the Company shall be entitled to preliminary 
and permanent injunctive relief, without the necessity of proving actual 
damages, as well as an equitable accounting of all earnings, profits and 
other benefits arising from any violation of Sections 2 or 3 hereof, which 
rights shall be cumulative and in addition to any other rights or remedies to 
which the Company may be entitled.  In the event that any of the provisions 
of Sections 2 or 3 hereof should ever be adjudicated to exceed the time, 
geographic, service, or other limitations permitted by applicable law in any 
jurisdiction, it is the intention of the parties that the provision shall be 
amended to the extent of the maximum time, geographic, service, or other 
limitations permitted by applicable law, that such amendment shall apply only 
within the jurisdiction of the court that made such adjudication and that the 
provision otherwise be enforced to the maximum extent permitted by law.

(c)	If Executive breaches any of Executive's obligations under Sections 2 or 
3 hereof, and such breach constitutes "Cause," as defined in Section 5.3 
hereof, or would constitute Cause if it had occurred during the Employment 
Term, the Company shall thereafter have no Target Benefit obligation pursuant 
to the Supplemental Plan, but shall remain obligated for the Make-Whole 
Benefit under the Supplemental Plan, but only to the extent not modified by 
the terms of this Agreement, and compensation and other benefits provided in 
any plans, policies or practices then applicable to Executive in accordance 
with the terms thereof.

(d)	Executive irrevocably and unconditionally (i) agrees that any suit, 
action or other legal proceeding arising out of Sections 2 or 3 hereof, 
including without limitation, any action commenced by the Company for 
preliminary and permanent injunctive relief and other equitable relief, may 
be brought in the United States District Court for the District of 
Connecticut, or if such court does not have jurisdiction or will not accept 
jurisdiction, in any court of general jurisdiction in Hartford, Connecticut, 
(ii) consents to the non-exclusive jurisdiction of any such court in any such 
suit, action or proceeding, and (iii) waives any objection which Executive 
may have to the laying of venue of any such suit, action or proceeding in any 
such court.  Executive also irrevocably and unconditionally consents to the 
service of any process, pleadings, notices or other papers in a manner 
permitted by the notice provisions of Section 10 hereof.

(e)	Executive agrees that for a period of five years following the 
termination of Executive's employment by the Company Executive will provide, 
and that at all times after the date hereof the Company may similarly 
provide, a copy of Sections 2 and 3 hereof to any business or enterprise (i) 
which Executive may directly or indirectly own, manage, operate, finance, 
join, control or participate in the ownership, management, operation, 
financing, or control of, or (ii) with which Executive may be connected as an 
officer, director, employee, partner, principal, agent, representative, 
consultant or otherwise, or in connection with which Executive may use or 
permit Executive's name to be used; provided, however, that this provision 
shall not apply in respect of Section 3 hereof after expiration of the time 
periods set forth therein.

(f)	For the purposes of  this Section 4, the term "Company" shall be deemed 
to include NU and the Affiliates, as defined in Section 6.1(a), of NU and the 
Company.

5.	Termination.  The Employment Term shall terminate upon the occurrence of 
any one of the following events:

5.1.	Disability.  The Company may terminate the Employment Term if Executive 
is unable substantially to perform Executive's duties and responsibilities 
hereunder to the full extent required by the Board by reason of illness, 
injury or incapacity for six consecutive months, or for more than six months 
in the aggregate during any period of twelve calendar months; provided, 
however, that the Company shall continue to pay Executive's Base Salary until 
the Company acts to terminate the Employment Term.  In addition, Executive 
shall be entitled to receive (i) any amounts earned, accrued or owing but not 
yet paid under Section 1 above and (ii) any other benefits in accordance with 
the terms of any applicable plans and programs of the Company.  Otherwise, 
the Company shall have no further liability or obligation to Executive for 
compensation under this Agreement.  Executive agrees, in the event of a 
dispute under this Section 5.1, to submit to a physical examination by a 
licensed physician selected by the Board.

5.2.	Death.  The Employment Term shall terminate in the event of Executive's 
death.  In such event, the Company shall pay to Executive's executors, legal 
representatives or administrators, as applicable, an amount equal to the 
installment of Executive's Base Salary set forth in Section 1.4 hereof for 
the month in which Executive dies.  In addition, Executive's estate shall be 
entitled to receive (i) any other amounts earned, accrued or owing but not 
yet paid under Section 1 above  and (ii) any other benefits in accordance 
with the terms of any applicable plans and programs of the Company.  
Otherwise, the Company shall have no further liability or obligation under 
this Agreement to Executive's executors, legal representatives, 
administrators, heirs or assigns or any other person claiming under or 
through  Executive.

5.3.	Cause.  The Company may terminate the Employment Term, at any time, for 
"cause" upon written notice, in which event all payments under this Agreement 
shall cease, except for Base Salary to the extent already accrued, and no 
Target Benefit shall be due under the Supplemental Plan, but Executive shall 
remain entitled to the Make-Whole Benefit under the Supplemental Plan,  but 
only to the extent not modified by the terms of this Agreement, and any other 
benefits in accordance with the terms of any applicable plans and programs of 
the Company.  For purposes of this Agreement, Executive's employment may be 
terminated for "cause" if (i) Executive is convicted of a felony, (ii) in the 
reasonable determination of the Board, Executive has (x) committed an act of 
fraud, embezzlement, or theft in connection with Executive's duties in the 
course of Executive's employment with the Company, (y) caused intentional, 
wrongful damage to the property of the Company or intentionally and 
wrongfully disclosed Confidential Information, or (z) engaged in gross 
misconduct or gross negligence in the course of Executive's employment with 
the Company or (iii) Executive materially breached Executive's obligations 
under this Agreement and shall not have remedied such breach within 30 days 
after receiving written notice from the Board specifying the details thereof.  
For purposes of this Agreement, an act or omission on the part of Executive 
shall be deemed "intentional" only if it was not due primarily to an error in 
judgment or negligence and was done by Executive not in good faith and 
without reasonable belief that the act or omission was in the best interest 
of the Company.

5.4.	Termination Without Cause and Non-Renewal.

(a)	The Company may remove Executive, at any time, without cause from the 
position in which Executive is employed hereunder (in which case the 
Employment Term shall be deemed to have ended) upon not less than 60 days' 
prior written notice to Executive; provided, however, that, in the event that 
such notice is given, Executive shall be under no obligation to render any 
additional services to the Company and, subject to the provisions of Section 
3 hereof, shall be allowed to seek other employment.  Upon any such removal 
or if the Company informs Executive that the Agreement will not be renewed 
after December 31, 1998 or at the end of any subsequent renewal period, 
Executive shall be entitled to receive, as liquidated damages for the failure 
of the Company to continue to employ Executive, only the amount due to 
Executive under the Company's then current severance pay plan for employees.  
No other payments or benefits shall be due under this Agreement to Executive, 
but Executive shall be entitled to any other benefits in accordance with the 
terms of any applicable plans and programs of the Company.  Notwithstanding 
anything in this Agreement to the contrary, on or after Executive attains age 
65, no action by the Company shall be treated as a removal from employment or 
non-renewal if on the effective date of such action Executive satisfies all 
of the requirements for the executive or high policy-making exception to 
applicable provisions of state and federal age discrimination legislation.

(b)	Notwithstanding the foregoing, in the event that Executive executes a 
written release upon such removal or non-renewal, substantially in the form 
attached hereto as Annex 1, (the "Release"), of any and all claims against 
the Company and all related parties with respect to all matters arising out 
of Executive's employment by the Company (other than any entitlements under 
the terms of this Agreement or under any other plans or programs of the 
Company in which Executive participated and under which Executive has accrued 
a benefit), or the termination thereof, Executive shall be entitled to 
receive, in lieu of the payment described in subsection (a) hereof, which 
Executive agrees to waive, 

(i)	as liquidated damages for the failure of the Company to continue to 
employ Executive, a single cash payment, within 30 days after the effective 
date of the removal or non-renewal, equal to Executive's Base Compensation, 
as defined in Section 6.1(a) below, which shall not constitute a "severance 
benefit" to Executive for purposes of the Target Benefit under the 
Supplemental Plan; 

(ii)	for a period of two years following the end of the Employment Term, 
Executive and Executive's spouse and dependents shall be eligible for a 
continuation of those Benefit Coverages, as in effect at the time of such 
termination or removal, and as the same may be changed from time to time, as 
if Executive had been continued in employment during said period or to 
receive cash in lieu of such benefits or premiums, as applicable, where such 
Benefit Coverages may not be continued (or where such continuation would 
adversely affect the tax status of the plan pursuant to which the Benefit 
Coverage is provided) under applicable law or regulations;

(iii)	any other amounts earned, accrued or owing but not yet paid under 
Section 1 above;  

(iv)	 any other benefits in accordance with the terms of any applicable plans 
and programs of the Company and a payment equal to any unused vacation;

(v)	as additional consideration for the non-competition and non-solicitation 
covenant contained in Section 3,  a single cash payment, within 30 days after 
the effective date of the removal or non-renewal, equal to Executive's Base 
Compensation, as defined in Section 6.1(a) below, which shall not constitute 
a "severance benefit" to Executive for purposes of the Target Benefit under 
the Supplemental Plan;

(vi)	Executive's years of service with the Company through the 24th month 
following the Termination Date shall be taken into account in determining the 
amount of, and eligibility for, the Target Benefit and Make-Whole Benefit 
under the Supplemental Plan and 24 months shall be added to Executive's age 
for purposes of determining Executive's eligibility for both such Benefits 
and the actuarial reduction under the Plan; and

(vii)	All stock appreciation rights and restricted stock units granted to 
Executive under NU's Stock Price Recovery Plan or stock options or restricted 
shares previously granted to Executive, to the extent not already vested 
prior to the removal or non-renewal, shall be fully vested and exercisable or 
paid as if Executive had remained actively employed by the Company, including 
the right of exercise, where appropriate, within 36 months after the removal 
or non-renewal; provided, however, that the stock appreciation rights and 
restricted stock units shall be paid on a pro rata basis for the number of 
completed months in the applicable period for any such stock appreciation 
rights or restricted stock units during which Executive was employed by the 
Company.

5.5.	Voluntary Termination.  Executive may voluntarily terminate the 
Employment Term upon 30 days' prior written notice for any reason.  In such 
event, after the effective date of such termination, no further payments 
shall be due under this Agreement except that Executive shall be entitled to 
any benefits due in accordance with the terms of any applicable plan and 
programs of the Company.

6.	Payments Upon a Change in Control.

6.1.	Definitions.  For all purposes of this Section 6, the following terms 
shall have the meanings specified in this Section 6.1 unless the context 
otherwise clearly requires:

(a)	"Affiliate" shall mean an "affiliate" as defined in Rule 12b-2 of the 
General Rules and Regulations under the Exchange Act.

(b)	"Base Compensation" shall mean Executive's annualized Base Salary and 
all short-term incentive compensation at the target level for Executive (but 
in no event less than the target level for Executive in effect on January 1, 
1996), specified under programs established by the Company for its senior 
level executives generally, received by Executive in all capacities with the 
Company, as would be reported for federal income tax purposes on Form W-2, 
together with any and all salary reduction authorized amounts under any of 
the Company's benefit plans or programs, for the most recent full calendar 
year immediately preceding the calendar year in which occurs Executive's 
Termination Date or preceding the Change of Control, if higher.  "Base 
Compensation" shall not include the value of any stock appreciation rights or 
restricted stock units granted to Executive under NU's Stock Price Recovery 
Plan.

(c)	"Change of Control" shall mean the happening of any of the following:

(i)	When any "person," as such term is used in Sections 13(d) and 14(d) of 
the Securities Exchange Act of 1934 (the "Exchange Act"), other than the 
Company, its Affiliates, or any Company or NU employee benefit plan 
(including any trustee of such plan acting as trustee), is or becomes the 
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), 
directly or indirectly, of securities of NU representing more than 20% of the 
combined voting power of either (i) the then outstanding shares of common 
stock of NU (the "Outstanding Common Stock") or (ii) the then outstanding 
voting securities of NU entitled to vote generally in the election of 
directors (the "Voting Securities"); or

(ii)	Individuals who, as of the beginning of any twenty-four month period, 
constitute the Trustees (the "Incumbent Board") cease for any reason to 
constitute at least a majority of the Trustees or cease to be able to 
exercise the powers of the majority of the Board, provided that any 
individual becoming a trustee subsequent to the beginning of such period 
whose election or nomination for election by the Company's stockholders was 
approved by a vote of at least a majority of the trustees then comprising the 
Incumbent Board shall be considered as though such individual were a member 
of the Incumbent Board, but excluding, for this purpose, any such individual 
whose initial assumption of office is in connection with an actual or 
threatened election contest relating to the election of the Trustees of NU 
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under 
the Exchange Act); or

(iii)	 Consummation by NU of a reorganization, merger or consolidation (a 
"Business Combination"), in each case, with respect to which all or 
substantially all of the individuals and entities who were the respective 
beneficial owners of the Outstanding Common Stock and Voting Securities 
immediately prior to such Business Combination do not, following such 
Business Combination, beneficially own, directly or indirectly, more than 75% 
of, respectively, the then outstanding shares of common stock and the 
combined voting power of the then outstanding voting securities entitled to 
vote generally in the election of directors, as the case may be, of the 
corporation, business trust or other entity resulting from or being the 
surviving entity in such Business Combination in substantially the same 
proportion as their ownership immediately prior to such Business Combination 
of the Outstanding Common Stock and Voting Securities, as the case may be; or

(iv)	Consummation of a complete liquidation or dissolution of NU or sale or 
other disposition of all or substantially all of the assets of NU other than 
to a corporation, business trust or other entity with respect to which, 
following such sale or disposition, more than 75% of, respectively, the then 
outstanding shares of common stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally in the election of 
directors, as the case may be, is then owned beneficially, directly or 
indirectly, by all or substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the Outstanding Common Stock and 
Voting Securities immediately prior to such sale or disposition in 
substantially the same proportion as their ownership of the Outstanding 
Common Stock and Voting Securities, as the case may be, immediately prior to 
such sale or disposition. 

(d)	"Termination Date" shall mean the date of receipt of a Notice of 
Termination of this Agreement or any later date specified therein.

(e)	"Termination of Employment" shall mean the termination of Executive's 
actual employment relationship with the Company, including a failure to renew 
the Agreement after December 31, 1998 or at the end of any subsequent renewal 
period, in either case occasioned by the Company's action.

(f)	"Termination upon a Change of Control" shall mean a Termination of 
Employment upon or within two years after a Change of Control either:

(i)	initiated by the Company for any reason other than  Executive's (w) 
disability, as described in Section 5.1 hereof, (x) death, (y) retirement on 
or after attaining age 65, or (z) "cause," as defined in Section 5.3 hereof, 
or (ii) initiated by Executive (A) upon any failure of the Company materially 
to comply with and satisfy any of the terms of this Agreement, including any 
significant reduction by the Company of the authority, duties or 
responsibilities of Executive, any reduction of Executive's compensation or 
benefits due hereunder, or the assignment to Executive of duties which are 
materially inconsistent with the duties of Executive's position as defined in 
Section 1.2 above, or (B) if Executive is transferred, without Executive's 
written consent, to a location that is more than 50 miles from Executive's 
principal place of business immediately preceding the Change of Control.

6.2.	Notice of Termination.  Any Termination upon a Change of Control shall 
be communicated by a Notice of Termination to the other party hereto given in 
accordance with Section 10 hereof.  For purposes of this Agreement, a "Notice 
of Termination" means a written notice which (i) indicates the specific 
termination provision in this Agreement relied upon, (ii) briefly summarizes 
the facts and circumstances deemed to provide a basis for a Termination of 
Employment and the applicable provision hereof, and (iii) if the Termination 
Date is other than the date of receipt of such notice, specifies the 
Termination Date (which date shall not be more than 15 days after the giving 
of such notice).

6.3.	Payments upon Termination.  Subject to the provisions of Sections 6.6 
and 6.7 hereof, in the event of Executive's Termination upon a Change of 
Control, the Company agrees (a) in the event  Executive executes the Release 
required by Section 5.4(b), to pay to Executive, in a single cash payment, 
within thirty days after the Termination Date, two multiplied by Executive's 
Base Compensation and, in addition, all amounts, benefits and Benefit 
Coverages described in Section 5.4(b)(ii), (iii), (iv) and (v), provided that 
in (ii) Benefit Coverages shall continue for three years instead of two, or 
(b) in the event  Executive fails or refuses to execute the Release required 
by Section 5.4(b), to pay to Executive, in a single cash payment, within 
thirty days after the Termination Date, the amount due under Section 5.4(a) 
above and, in addition, all other amounts and benefits described in Section 
5.4(a).

6.4.	Other Payments, Supplemental Plan, Stock Option and Stock Grants, etc.  
Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of 
Executive's Termination upon a Change of Control, and the execution of the 
Release required by Section 5.4(b): 

(a)	Under the Supplemental Plan, Executive shall be entitled to a Target 
Benefit and a Make-Whole Benefit commencing as provided below with an 
actuarial reduction in the event the Target Benefit and Make-Whole Benefit 
commence prior to age 65 (age 60 if Executive has attained age 60 and 
completed at least 30 years of service at the Termination Date), whether or 
not Executive is then age 60 and notwithstanding the Plan's requirement that 
a participant retire on or after age 60 and be entitled to a vested benefit 
under the Company's Retirement Plan.  The actuarial reduction shall be 2% for 
each year younger than age 65 to age 60, if applicable, 3% for each year 
younger than age 60 to age 55 and a full actuarial reduction, as determined 
by the enrolled actuary for the Retirement Plan, for each year younger than 
55.  Executive's years of service with the Company through the 36th month 
following the Termination Date shall be taken into account in determining the 
amount of the Target Benefit and Make-Whole Benefit and 36 months shall be 
added to Executive's age for purposes of determining Executive's eligibility 
for both such Benefits and the actuarial reduction under the Plan as modified 
herein.  Executive shall determine the form of payment in which the Target 
Benefit and Make-Whole Benefit shall be paid, in accordance with the terms of 
the Supplemental Plan or may elect to receive a single sum payment equal to 
the then actuarial present value (computed using the 1983 GAM (50%/Male/50%/ 
Female) Mortality Table and at an interest rate equal to the discount rate 
used in the Retirement Plan's previous year's FASB 87 accounting) of the 
amount of the Target Benefit and Make-Whole Benefit as determined in 
accordance with the first three sentences of this subsection (a).  Payment 
shall commence or be made within 30 days after the Termination Date or on any 
date thereafter, as specified by Executive in a written election.  Such 
election may be made at any time and amended at any time but any election or 
amendment, other than one made within 30 days of the Effective Date, shall be 
ineffective if made within six months prior to the Termination Date.  In the 
absence of any election or determination provided for herein, the terms of 
the Supplemental Plan shall govern the form and time of payment.

(b)	Executive's years of service with the Company through the 36th month 
following the Termination Date shall be taken into account in determining 
Executive's eligibility for, but not amount of cost sharing under, the 
Company's retiree health plan and, in addition, 36 months shall be added to 
Executive's age for this purpose.

(c)	On Executive's Termination Date, all stock appreciation rights and 
restricted stock units granted to Executive under NU's Stock Price Recovery 
Plan or stock options or restricted shares previously granted to Executive, 
to the extent not already vested prior to the Termination Date, shall be 
fully vested and exercisable or paid as if Executive had remained actively 
employed by the Company, including the right of exercise, where appropriate, 
within 36 months after the Termination Date and, if the Change of Control 
results in the Voting Securities of NU ceasing to be traded on a national 
securities exchange or though the national market system of the National 
Association of Securities Dealers Inc., the price at which the rights or 
units may be exercised shall be the average of the closing prices for the 
five trading days preceding the day such Voting Securities cease trading.

6.5.	Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or 
limit Executive's continuing or future participation in or rights under any 
benefit, bonus, incentive or other plan or program provided by the Company 
and for which Executive may qualify; provided, however, that if Executive 
becomes entitled to and receives all of the payments provided for in this 
Agreement, Executive hereby waives Executive's right to receive payments 
under any severance plan or similar program applicable to all employees of 
the Company.

6.6.	Certain Increase in Payments.

(a)	Anything in this Agreement to the contrary notwithstanding, in the event 
that it shall be determined that any payment or distribution by the Company 
to or for the benefit of Executive, whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement or otherwise (the 
"Payment"), would constitute an "excess parachute payment" within the meaning 
of Section 280G of the Internal Revenue Code of 1986, as amended (the 
"Code"),  Executive shall be paid an additional amount (the "Gross-Up 
Payment") such that the net amount retained by Executive after deduction of 
any excise tax imposed under Section 4999 of the Code, and any federal, state 
and local income and employment tax and excise tax imposed upon the Gross-Up 
Payment shall be equal to the Payment.  For purposes of determining the 
amount of the Gross-Up Payment, Executive shall be deemed to pay federal 
income tax and employment taxes at the highest marginal rate of federal 
income and employment taxation in the calendar year in which the Gross-Up 
Payment is to be made and state and local income taxes at the highest 
marginal rate of taxation in the state and locality of Executive's residence 
on the Termination Date, net of the maximum reduction in federal income taxes 
that may be obtained from the deduction of such state and local taxes.

(b)	All determinations to be made under this Section 6 shall be made by the 
Company's independent public accountant immediately prior to the Change of 
Control (the "Accounting Firm"), which firm shall provide its determinations 
and any supporting calculations both to the Company and Executive within 10 
days of the Termination Date.  Any such determination by the Accounting Firm 
shall be binding upon the Company and Executive.  Within five days after the 
Accounting Firm's determination, the Company shall pay (or cause to be paid) 
or distribute (or cause to be distributed) to or for the benefit of Executive 
such amounts as are then due to Executive under this Agreement.  

(c)	In the event that upon any audit by the Internal Revenue Service, or by 
a state or local taxing authority, of the Payment or Gross-Up Payment, a 
change is finally determined to be required in the amount of taxes paid by 
Executive, appropriate adjustments shall be made under this Agreement such 
that the net amount which is payable to Executive after taking into account 
the provisions of Section 4999 of the Code shall reflect the intent of the 
parties as expressed in subsection (a) above, in the manner determined by the 
Accounting Firm.

(d)	All of the fees and expenses of the Accounting Firm in performing the 
determinations referred to in subsections (b) and (c) above shall be borne 
solely by the Company.  The Company agrees to indemnify and hold harmless the 
Accounting Firm of and from any and all claims, damages and expenses 
resulting from or relating to its determinations pursuant to subsections (b) 
and (c) above, except for claims, damages or expenses resulting from the 
gross negligence or wilful misconduct of the Accounting Firm.

6.7	Changes to Sections 6.3 and 6.4.  The payments, benefits and other 
compensation provided under Sections 6.3 and 6.4 may be revised, in the sole 
discretion of the Board, after the expiration of two years following written 
notice to Executive of the Board's intention to do so and the changes to be 
made; provided, however, that no revision may be made that would reduce the 
payments, benefits and other compensation below those provided under Section 
5.4 in the event Executive's employment is terminated without cause or this 
Agreement is not renewed; and provided, further, that no such notice may be 
given and no such revision may become effective following a Change of 
Control.  Notice under this Section 6.7 shall not constitute a non-renewal or 
removal of Executive, nor shall any such actual revision be grounds for a 
determination that this Agreement is not being renewed or that Executive has 
been removed, for purposes of Section 5.4.

7.	Survivorship.  The respective rights and obligations of the parties 
under this Agreement shall survive any termination of Executive's employment 
to the extent necessary to the intended preservation of such rights and 
obligations.

8.	Mitigation.  Executive shall not be required to mitigate the amount of 
any payment or benefit provided for in this Agreement by seeking other 
employment or otherwise and there shall be no offset against amounts due 
Executive under this Agreement on account of any remuneration attributable to 
any subsequent employment that  Executive may obtain.

9.	Arbitration; Expenses.  In the event of any dispute under the provisions 
of this Agreement other than a dispute in which the primary relief sought is 
an equitable remedy such as an injunction, the parties shall be required to 
have the dispute, controversy or claim settled by arbitration in the City of 
Hartford, Connecticut in accordance with National Rules for the Resolution of 
Employment Disputes then in effect of the American Arbitration Association, 
before a panel of three arbitrators, two of whom shall be selected by the 
Company and Executive, respectively, and the third of whom shall be selected 
by the other two arbitrators.  Any award entered by the arbitrators shall be 
final, binding and nonappealable (except as provided in Section 52-418 of the 
Connecticut General Statutes) and judgment may be entered thereon by either 
party in accordance with applicable law in any court of competent 
jurisdiction.  This arbitration provision shall be specifically enforceable.  
The arbitrators shall have no authority to modify any provision of this 
Agreement or to award a remedy for a dispute involving this Agreement other 
than a benefit specifically provided under or by virtue of the Agreement.  If 
Executive prevails on any material issue which is the subject of such 
arbitration or lawsuit, the Company shall be responsible for all of the fees 
of the American Arbitration Association and the arbitrators and any expenses 
relating to the conduct of the arbitration (including the Company's and 
Executive's reasonable attorneys' fees and expenses).  Otherwise, each party 
shall be responsible for its own expenses relating to the conduct of the 
arbitration (including reasonable attorneys' fees and expenses) and shall 
share the fees of the American Arbitration Association.

10.	Notices.  All notices and other communications required or permitted 
under this Agreement or necessary or convenient in connection herewith shall 
be in writing and shall be deemed to have been given when hand delivered or 
mailed by registered or certified mail, as follows (provided that notice of 
change of address shall be deemed given only when received):

If to the Company, to:

Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
Attention: Vice President, Secretary and General Counsel

With a required copy to:

Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, PA  19103-6993
Attention:  Robert J. Lichtenstein, Esquire

If to Executive, to:

With a required copy to:

Shipman & Goodwin
One American Row
Hartford, CT 06103-2819
Attention:  Brian Clemow, Esquire

or to such other names or addresses as the Company or Executive, as the case 
may be, shall designate by notice to each other person entitled to receive 
notices in the manner specified in this Section.

11.	Contents of Agreement; Amendment and Assignment.

(a)	This Agreement sets forth the entire understanding between the parties 
hereto with respect to the subject matter hereof and cannot be changed, 
modified, extended or terminated except upon written amendment approved by 
the Board and executed on its behalf by a duly authorized officer and by 
Executive.  

(b)	All of the terms and provisions of this Agreement shall be binding upon 
and inure to the benefit of and be enforceable by the respective heirs, 
executors, administrators, legal representatives, successors and assigns of 
the parties hereto, except that the duties and responsibilities of Executive 
under this Agreement are of a personal nature and shall not be assignable or 
delegatable in whole or in part by Executive.  The Company shall require any 
successor (whether direct or indirect, by purchase, merger, consolidation, 
reorganization or otherwise) to all or substantially all of the business or 
assets of the Company, by agreement in form and substance satisfactory to 
Executive, expressly to assume and agree to perform this Agreement in the 
same manner and to the extent the Company would be required to perform if no 
such succession had taken place.

12.	Severability.  If any provision of this Agreement or application thereof 
to anyone or under any circumstances is adjudicated to be invalid or 
unenforceable in any jurisdiction, such invalidity or unenforceability shall 
not affect any other provision or application of this Agreement which can be 
given effect without the invalid or unenforceable provision or application 
and shall not invalidate or render unenforceable such provision or 
application in any other jurisdiction.  If any provision is held void, 
invalid or unenforceable with respect to particular circumstances, it shall 
nevertheless remain in full force and effect in all other circumstances.

13.	Remedies Cumulative; No Waiver.  No remedy conferred upon a party by 
this Agreement is intended to be exclusive of any other remedy, and each and 
every such remedy shall be cumulative and shall be in addition to any other 
remedy given under this Agreement or now or hereafter existing at law or in 
equity.  No delay or omission by a party in exercising any right, remedy or 
power under this Agreement or existing at law or in equity shall be construed 
as a waiver thereof, and any such right, remedy or power may be exercised by 
such party from time to time and as often as may be deemed expedient or 
necessary by such party in its sole discretion.

14.	Beneficiaries/References.  Executive shall be entitled, to the extent 
permitted under any applicable law, to select and change a beneficiary or 
beneficiaries to receive any compensation or benefit payable under this 
Agreement following Executive's death by giving the Company written notice 
thereof.  In the event of Executive's death or a judicial determination of 
Executive's incompetence, reference in this Agreement to Executive shall be 
deemed, where appropriate, to refer to Executive's beneficiary, estate or 
other legal representative.

15.	Miscellaneous.  All section headings used in this Agreement are for 
convenience only.  This Agreement may be executed in counterparts, each of 
which is an original.  It shall not be necessary in making proof of this 
Agreement or any counterpart hereof to produce or account for any of the 
other counterparts.

16.	Withholding.  The Company may withhold from any payments under this 
Agreement all federal, state and local taxes as the Company is required to 
withhold pursuant to any law or governmental rule or regulation.  Executive 
shall bear all expense of, and be solely responsible for, all federal, state 
and local taxes due with respect to any payment received under this 
Agreement.

17.	Governing Law.  This Agreement shall be governed by and interpreted 
under the laws of the State of Connecticut without giving effect to any 
conflict of laws provisions.

18.	Adoption by Affiliates; Obligations.  The obligations under this 
Agreement shall, in the first instance, be paid and satisfied by the Company; 
provided, however, that the Company will use its best efforts to cause NU and 
each entity in which  NU (or its successors or assigns) now or hereafter 
holds, directly or indirectly, more than a 50 percent voting interest and 
that has at least fifty (50) employees on its direct payroll (an "Employer") 
to approve and adopt this Agreement and, by such approval and adoption, to be 
bound by the terms hereof as though a signatory hereto.  If the Company shall 
be dissolved or for any other reason shall fail to pay and satisfy the 
obligations, each individual Employer shall thereafter shall be jointly and 
severally liable to pay and satisfy the obligations to Executive.

19.	Establishment of Trust.  The Company may establish an irrevocable trust 
fund pursuant to a trust agreement to hold assets to satisfy any of its 
obligations under this Agreement.  Funding of such trust fund shall be 
subject to the Board's discretion, as set forth in the agreement pursuant to 
which the fund will be established.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have 
executed this Agreement as of the date first above written.

						NORTHEAST UTILITIES
						SERVICE COMPANY
/s/Cheryl Grise			/s/Bernard Fox
Executive					2/25/97
2/23/97