Exhibit 4.2.24.1
              CONNECTICUT DEVELOPMENT AUTHORITY





                             to





                     FLEET NATIONAL BANK
                         As Trustee






           AMENDED AND RESTATED INDENTURE OF TRUST




                   Dated as of May 1, 1996
                             and
                    Amended and Restated
                    as of January 1, 1997


              Connecticut Development Authority
         $62,000,000 Pollution Control Revenue Bonds
  (The Connecticut Light and Power Company Project - 1996A
Series)



                      TABLE OF CONTENTS

                                                       Page

     Parties, Preambles and Form of Bonds              1

                          ARTICLE I
               DEFINITIONS AND INTERPRETATION
Section 1.1.   Definitions                             73
Section 1.2.   Interpretation                          81

                         ARTICLE II
         AUTHORIZATION, TERMS AND ISSUANCE OF BONDS
Section 2.1.   Authorization for Indenture             83
Section 2.2.   Authorization and Obligation of Bonds; the
Mortgage Bonds                                         83
Section 2.3.   Issuance and Terms of the Bonds         84
Section 2.4.   Redemption of Bonds                     97
Section 2.5.   Execution and Authentication of Bonds   100
Section 2.6.   Delivery of Bonds                       101

                         ARTICLE III
            GENERAL TERMS AND PROVISIONS OF BONDS
Section 3.1.   Date of Bonds                           101
Section 3.2.   Form and Denominations                  101
Section 3.3.   Legends                                 101
Section 3.4.   Medium of Payment                       102
Section 3.5.   Bond Details                            102
Section 3.6.   Interchangeability, Transfer and 
Registry                                               102
Section 3.7.   Bonds Mutilated, Destroyed, Stolen or 
Lost                                                   103
Section 3.8.   Cancellation and Destruction of Bonds   103
Section 3.9.   Requirements With Respect To Transfers  103

                         ARTICLE IV
                APPLICATION OF BOND PROCEEDS
Section 4.1.   Accrued Interest                        104
Section 4.2.   Bond Proceeds and Premium               104

                          ARTICLE V
               CUSTODY AND INVESTMENT OF FUNDS
Section 5.1.   Creation of Funds                       104
Section 5.2.   Project Fund                            104
Section 5.3.   Debt Service Fund                       106
Section 5.4.   Rebate Fund                             106
Section 5.5.   Investment of Funds                     107
Section 5.6.   Non-presentment of Bonds                107
Section 5.7.   Application of Moneys                   108
Section 5.8.   Payment of Debt Service; Application;
Borrower Bonds                                         108

                         ARTICLE VI
                     REDEMPTION OF BONDS
Section 6.1.   Privilege of Redemption and Redemption
Price                                                  110
Section 6.2.   Selection of Bonds to be Redeemed       110
Section 6.3.   Notice of Redemption                    110
Section 6.4.   Payment of Redeemed Bonds               111
Section 6.5.   Cancellation of Redeemed Bonds          111

                         ARTICLE VII
                    PARTICULAR COVENANTS
Section 7.1.   No Pecuniary Liability on Authority or
Officers.                                              111
Section 7.2.   Payment of Principal, Redemption Price, if
any, and Interest                                      112
Section 7.3.   Performance of Covenants                112
Section 7.4.   Further Assurances                      112
Section 7.5.   Inspection of Project Books             112
Section 7.6.   Rights under Financing Documents        113
Section 7.7.   Creation of Liens, Indebtedness         113
Section 7.8.   Recording and Filing                    113

                        ARTICLE VIII
                   REMEDIES OF BONDHOLDERS
Section 8.1.   Events of Default; Acceleration of Due
Dates                                                  113
Section 8.2.   Enforcement of Remedies                 114
Section 8.3.   Application of Revenues and Other Monies
After Default                                          115
Section 8.4.   Actions by Trustee                      116
Section 8.5.   [Reserved]                              116
Section 8.6.   Majority Bondholders Control 
Proceedings                                            116
Section 8.7.   Individual Bondholder Action 
Restricted                                             117
Section 8.8.   Effect of Discontinuance of 
Proceedings                                            117
Section 8.9.   Remedies Not Exclusive                  117
Section 8.10.  Delay or Omission Upon Default          118
Section 8.11.  Notice of Default                       118
Section 8.12.  Waivers of Default                      118

                         ARTICLE IX
                  TRUSTEE AND PAYING AGENTS
Section 9.1.   Appointment and Acceptance of Duties    119
Section 9.2.   Indemnity                               119
Section 9.3.   Responsibilities of Trustee             119
Section 9.4.   Compensation                            121
Section 9.5.   Evidence on Which Trustee May Act       121
Section 9.6.   Evidence of Signatures of Owners of the Bonds
and Ownership of Bonds                                 122
Section 9.7.   Trustee, any Paying Agent, the Bank, and the
               Remarketing Agent May Deal in Bonds and With
               Borrower                                123
Section 9.8.   Resignation or Removal of Trustee       123
Section 9.9.   Successor Trustee                       123
Section 9.10.  Appointment and Responsibilities of Paying
Agent                                                  125
Section 9.11.  Resignation or Removal of Paying Agent;
Successors                                             127
Section 9.12.  Monies Held for Particular Bonds        128
Section 9.13.  Continuation Statements                 128
Section 9.14.  Obligation to Report Defaults           128
Section 9.15.  Payments Due on non-Business Day        128
Section 9.16.  Appointment of Co-Trustee               128
Section 9.17.  Remarketing Agent                       129
Section 9.18.  Purchase of Bonds Tendered              131
Section 9.19.  Remarketing of Bonds Tendered           133
Section 9.20.  [Reserved]                              134
Section 9.21.  Reduction of Standby Bond Purchase Agreement
               on Change in Mode; Release of Standby Bond
               Purchase Agreement upon Conversion to
               Multiannual or Fixed Rate Mode          134
Section 9.22.  Project Description                     134

                          ARTICLE X
                   AMENDMENTS OF INDENTURE
Section 10.1.  Limitation on Modifications             135
Section 10.2.  Supplemental Indentures Without Consent of
Owners of the Bonds                                    135
Section 10.3.  Supplemental Indentures With Consent of
Owners of the Bonds                                    136
Section 10.4.  Supplemental Indenture Part of the 
Indenture                                              138
Section 10.5.  Supplemental Indentures Affecting Rights of
               the Bank, the Paying Agent or the Remarketing
               Agent                                   138

                         ARTICLE XI
              AMENDMENTS OF FINANCING DOCUMENTS
Section 11.1.  Rights of Borrower                      138
Section 11.2.  Amendments of Financing Documents Not
Requiring Consent of Owners of the Bonds               138
Section 11.3.  Amendments of Financing Documents Requiring
Consent of Owners of the Bonds                         138
Section 11.4.  Consent of Bond Insurer in Addition to
Bondholder Consent                                     139

                         ARTICLE XII
                   DISCHARGE OF INDENTURE
Section 12.1.  Defeasance                              139

                        ARTICLE XIII
            PROVISIONS RELATING TO BOND INSURANCE
Section 13.1.  Notice of Certain Redemptions           141
Section 13.2.  Notice of Default; Notices of Claims Under
Insurance Policy                                       141
Section 13.3.  Deemed Holder for Default and Remedies  142
Section 13.4.  Supplemental Indentures and Amendments to
Agreement                                              142
Section 13.5.  Successor Trustee                       142
Section 13.6.  Bond Insurer as Party in Interest       143
Section 13.7.  Access to the Register                  143
Section 13.8.  Notices to Bond Insurer                 143
Section 13.9.  Termination of Special Insurance
Requirements                                           143
Section 13.10.Confirmation of Application of Term
"Outstanding" to Bonds Paid by Bond Insurer;
          Recordation of Rights of Subrogation in
Registration Books                                     143
Section 13.11.Bond Insurer as Third Party Beneficiary  144
Section 13.12.Definitions for Purposes of Article XIII 144

                         ARTICLE XIV
                     GENERAL PROVISIONS
Section 14.1.  Notices                                 144
Section 14.2.  Covenant Against Discrimination         145
Section 14.3.  Parties Interested Herein               145
Section 14.4.  Effective Date; Counterparts            145
Section 14.5.  Date for Identification Purposes Only   146
Section 14.6.  Time                                    146

APPENDIX A - REQUISITION

APPENDIX B - DTC LETTER OF REPRESENTATIONS


     THIS AMENDED AND RESTATED INDENTURE OF TRUST, made and
dated as of January 1, 1997, amending and restating that
certain Indenture of Trust made and dated as of May 1, 1996
as heretofore supplemented and amended by a Supplemental
Indenture dated as of May 1, 1996 (the "Original Indenture")
(the Original Indenture as amended and restated hereby is
hereinafter referred to as the "Indenture"), each by and
between the Connecticut Development Authority, a body
corporate and politic constituting a public instrumentality
and political subdivision of the State of Connecticut, and
Fleet National Bank, a national banking association
organized, existing and authorized to accept and execute
trusts of the character herein set out under and by virtue
of the laws of the United States, with its principal office
located in Hartford, Connecticut, as Trustee,


                      WITNESSETH THAT:

     WHEREAS, the State Commerce Act, constituting
Connecticut General Statutes, Sections 32-1a through
32-23xx, as amended (the "Act"), declares that there is a
continuing need in the State (1) for economic development
and activity to provide and maintain employment and tax
revenues and to control, abate and prevent pollution to
protect the public health and safety and (2) for assistance
to public service businesses providing transportation and
utility services in the State, and that the availability of
financial assistance and suitable facilities are important
inducements to industrial and commercial enterprises to
remain or locate in the State and to provide industrial,
recreation, urban and public service projects; and

     WHEREAS, the Act provides that (1) the term "project"
as used therein means any facility, plant, works, system,
building, structure, utility, fixture or other real property
improvement located in the State, and the land on which it
is located or which is reasonably necessary in connection
therewith, which is of a nature or which is to be used or
occupied by any person for purposes which would constitute
it as an economic development project, recreation project,
urban project, public service project or health care
project, and any real property improvement reasonably
related thereto, and (2) a project may also include or
consist exclusively of machinery, equipment or fixtures; and

     WHEREAS, the Act defines economic development project
to include "any project which is to be used or occupied by
any person for . . . (2) controlling, abating, preventing or
disposing land, water, air or other environmental
pollution . . . or (3) the conservation of energy or the
utilization of cogeneration technology or solar, wind,
hydro, biomass or other renewable sources to produce energy
for any industrial or commercial application"; and

     WHEREAS, the Act provides that the Authority shall have
power to determine the location and character of, and extend
credit or make loans to any person for the planning,
designing, acquiring, improving and equipping of, a project
which may be secured by loan, lease or sale agreements,
contracts and other instruments, upon such terms and
conditions as the Authority shall determine to be
reasonable, to require the inclusion in any contract, loan
agreement or other instrument of such provisions for the
construction, use, operation, maintenance and financing of
the project as the Authority may deem necessary or
desirable, to issue its bonds for such purposes, subject to
the approval of the Treasurer of the State, and, as security
for the payment of the principal or redemption price, if
any, of and interest on any such bonds, to pledge or assign
such a loan, lease or sale agreement and the revenues and
receipts derived by the Authority from such a project; and

     WHEREAS, The Connecticut Light and Power Company (the
"Borrower") currently owns certain undivided interests in
existing facilities within certain municipalities in the
State and, by resolution adopted in furtherance of the
purposes of the Act, the Authority has accepted the
application of the Borrower for assistance in the financing
of facilities for the control, abatement or prevention of
environmental pollution deriving from the operation of
certain nuclear electric generating facilities (the
"Project"); and

     WHEREAS, the Authority has by a resolution adopted
April 17, 1996 authorized the issuance of $62,000,000
principal amount of its Pollution Control Revenue Bonds (The
Connecticut Light and Power Company Project - 1996A Series)
(the "Bonds") for the purpose of providing funds for the
financing of construction of and additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower; and

     WHEREAS, the Authority determined that the issuance,
sale and delivery of the Bonds, as hereinafter provided, was
needed to finance the cost of the Project, including
necessary expenses incidental thereto, and concurrently with
the execution of the Original Indenture the Authority and
the Borrower entered into a Loan Agreement dated as of May
1, 1996, providing for a loan by the Authority to the
Borrower for such purpose in an amount equal to the
principal amount of the Bonds; and

     WHEREAS, in order to further support the payment of the
Bonds, the Borrower, concurrently with the execution of the
Original Indenture, arranged for the delivery to the Paying
Agent (as hereinafter defined) of an irrevocable Letter of
Credit, dated the date of the delivery of the Bonds, issued
by Canadian Imperial Bank of Commerce, New York Agency, for
the account of the Borrower in favor of the Paying Agent as
beneficiary on behalf of the owners of the Bonds; and

     WHEREAS, the Borrower and Canadian Imperial Bank of
Commerce, New York Agency, entered into a Letter of Credit
and Reimbursement Agreement dated as of May 1, 1996,
obligating the Borrower, inter alia, to repay all amounts
drawn under the Letter of Credit; and

     WHEREAS, the Connecticut Department of Public Utility
Control approved the issuance of the Note (as such term is
defined in the Original Indenture); and

     WHEREAS, on May 21, 1996, the Authority issued the
Bonds under and in accordance with the provisions of the
Original Indenture; and 

     WHEREAS, the Bonds are special obligations of the
Authority, payable solely out of the revenues and other
receipts, funds or monies derived by the Authority under the
Agreement or the Indenture and from any amounts otherwise
available under this Indenture for the payment of the Bonds;
and

     WHEREAS, all federal and State agencies having
jurisdiction in the premises have certified that the portion
of the Project that constitutes pollution control
facilities, as designed, is in furtherance of the purpose of
controlling, abating or preventing pollution at the Plant;
and 

     WHEREAS, the Borrower has determined to replace the
Letter of Credit (as such term is defined in the Original
Indenture) with a substitute Credit Facility (as such term
is defined in the Original Indenture) consisting of credit
support in the form of a bond insurance policy to be issued
by AMBAC Indemnity Corporation (the "Bond Insurer") and
liquidity support in the form of a standby bond purchase
agreement, by and between the Borrower and Societe Generale,
New York Branch, and to make certain other modifications to
the Original Indenture in connection therewith; and

     WHEREAS, in order to further secure the Bonds, the
Borrower has determined to issue its 1996 Series B First
Mortgage Bonds due May 1, 2031 (the "Mortgage Bonds")
pursuant to that certain Indenture of Mortgage and Deed of
Trust dated as of May 1, 1921, between the Borrower and
Bankers Trust Company, as Trustee, as heretofore amended and
supplemented and as hereafter amended or supplemented in
accordance with the provisions thereof (the "Mortgage"); and

     WHEREAS, the Connecticut Department of Public Utility
Control has approved the issuance of the Mortgage Bonds; and

     WHEREAS, the Authority, at the request of the Borrower,
has determined to amend and restate the Original Indenture
in order to provide for the amendments, modifications and
other changes necessary to effectuate the replacement of the
Letter of Credit and the issuance by the Borrower of the
Mortgage Bonds and such other actions to be taken in
connection therewith; and

     WHEREAS, the Bonds are to be issued as fully registered
bonds and such Bonds and the Trustee's certificate of
authentication to be endorsed thereon shall be in
substantially the following form, with appropriate
variations, omissions and insertions as permitted or
required by this Indenture, to wit:

     The Bonds shall be issued in substantially the
following forms for the respective various Modes:


                    (FORM OF DAILY BOND)

$                                                     No. R-

     ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE
     AT THE TIMES AND AT THE PLACE REQUIRED HEREIN SHALL
     HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE RIGHT TO
     RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND
     SURRENDER OF THIS BOND TO THE PAYING AGENT AS DESCRIBED
     HEREIN, AND SHALL HOLD THIS BOND AS AGENT FOR THE
     PAYING AGENT.

     NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
     THEREOF IS OBLIGATED TO PAY, AND NEITHER THE FAITH AND
     CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR
     ANY MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF,
     THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON THIS
     BOND.  

     Municipal Bond Insurance Policy No. _____________ (the
     "Policy") with respect to payments due for principal of
     and interest on this Bond has been issued by AMBAC
     Indemnity Corporation ("AMBAC Indemnity").  The Policy
     has been delivered to the United States Trust Company
     of New York, New York, New York, as the Insurance
     Trustee under said Policy and will be held by such
     Insurance Trustee or any successor insurance trustee. 
     The Policy is on file and available for inspection at
     the principal office of the Insurance Trustee and a
     copy thereof may be secured from AMBAC Indemnity or the
     Insurance Trustee.  All payments required to be made
     under the Policy shall be made in accordance with the
     provisions thereof.  The owner of this Bond
     acknowledges and consents to the subrogation rights of
     AMBAC Indemnity as more fully set forth in the Policy.


              Connecticut Development Authority
               Pollution Control Revenue Bond
     (The Connecticut Light and Power Company Project -
                        1996A Series)

DATE OF THIS BOND:
(Date as of which Bonds of this series were initially
issued)

MATURITY DATE:  May 1, 2031

INTEREST PAYMENT DATES:
(i)  the first Business Day of each calendar month, and (ii)
the Maturity Date

REGISTERED OWNER:

PRINCIPAL AMOUNT:

CUSIP NUMBER:

MODE:  Daily

     CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a
body corporate and politic constituting a public
instrumentality and political subdivision of the State of
Connecticut (the "State"), for value received, hereby
promises to pay to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from the sources and
in the manner hereinafter provided, upon presentation and
surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT and in like manner to pay
interest on the unpaid principal balance thereof, until the
Authority's obligation with respect to the payment of such
sum shall be discharged.  Interest shall be payable from the
most recent INTEREST PAYMENT DATE, as defined below, to
which interest has been paid or duly provided for or, if no
interest has been paid, from the DATE OF THIS BOND until
paid in full, at the rates set forth below, payable on each
INTEREST PAYMENT DATE.  Until conversion to the Weekly,
Flexible, Multiannual or Fixed Rate Mode as provided below,
this bond shall bear interest at the Daily Rate.  The Daily
Rate for this bond shall be the rate of interest determined
by the Remarketing Agent designated as provided in the
Indenture (herein, with its successors, the "Remarketing
Agent"), for each Rate Period, as defined below, to be the
lowest rate which in its judgment, on the basis of
prevailing financial market conditions, would permit the
sale of the Bonds (as defined below) in the Daily Mode at
par plus accrued interest on and as of the Effective Date,
as defined below, but not in excess of the Maximum Interest
Rate.  If this bond is converted to the Weekly, Flexible,
Multiannual or Fixed Rate Mode it shall bear interest at the
Weekly, Flexible, Multiannual or Fixed Rate, as the case may
be, as defined in the Indenture.  The Remarketing Agent
shall determine the initial Daily Rate on or before the date
of issue in or of conversion to the Daily Mode, which rate
shall remain in effect as provided in the Indenture. 
Thereafter, the Remarketing Agent shall redetermine the
Daily Rate for each Rate Period as provided below.  The
amount of interest due on any INTEREST PAYMENT DATE shall be
the amount of unpaid interest accrued on this bond through
the day preceding such INTEREST PAYMENT DATE.

     Payment of Principal and Interest.  While this bond is
in the Daily Mode, the principal of this bond is payable
when due by wire or bank transfer of immediately available
funds within the continental United States to the REGISTERED
OWNER hereof but only upon presentation and surrender of
this bond at the office of Fleet National Bank, 777 Main
Street, Hartford, Connecticut  06115, as Paying Agent (with
its successors in such capacity, the "Paying Agent"). 
Interest on this bond while in the Daily Mode is payable in
immediately available funds by wire or bank transfer within
the continental United States from the Paying Agent to the
REGISTERED OWNER, determined as of the close of business on
the applicable record date at its address shown on the
registration books maintained by the Paying Agent.  The
Purchase Price (as defined below) of Bonds tendered for
purchase shall be paid as provided below.

     The record date for payment of interest while this bond
is in the Daily Mode is the Business Day preceding the date
on which interest is to be paid.  With respect to overdue
interest or interest payable on redemption of this bond
other than on an INTEREST PAYMENT DATE or interest on any
overdue amount, the Trustee may establish a special record
date.  The special record date may be not more than thirty
(30) days before the date set for payment.  The Paying Agent
will mail notice of a special record date to the Bondowners
at least ten (10) days before the special record date.  The
Paying Agent will promptly certify to the Authority, the
Trustee and the Remarketing Agent that it has mailed such
notice to all Bondowners, and such certificate will be
conclusive evidence that notice was given in the manner
required hereby.

     Authorization and Purpose.  This bond is one of an
authorized issue of Bonds of the Authority in the aggregate
principal amount of $62,000,000 designated:  Pollution
Control Revenue Bonds (The Connecticut Light and Power
Company Project - 1996A Series) (the "Bonds") which are
issued for the purpose of financing certain capital projects
for the benefit of The Connecticut Light and Power Company
(the "Borrower"), a corporation organized and existing under
the laws of the State of Connecticut and paying necessary
expenses incidental thereto. The project consists of certain
capital projects, including additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower (the "Project").  The Bonds are issued pursuant
to the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23xx, as amended, a
resolution adopted by the Authority on April 17, 1996 and an
Indenture of Trust dated as of May 1, 1996 (which Indenture
as from time to time amended and supplemented is herein
referred to as the "Indenture"), duly executed and delivered
by the Authority to the Trustee, and are equally and ratably
secured by and entitled to the protection of the Indenture,
which is on file in the office of the Trustee.

     Pledge and Security.  Pursuant to the Indenture, the
Authority has assigned to the Trustee all of its right,
title and interest in and to a Loan Agreement (which Loan
Agreement as from time to time amended and supplemented is
herein referred to as the "Agreement") dated as of May 1,
1996 between the Authority and the Borrower, and the
Mortgage Bonds (as hereinafter defined) (except for certain
enforcement and indemnification rights which are reserved in
the Indenture), including all rights to receive loan
payments sufficient to pay the principal of, premium, if
any, and interest and all other amounts due on the Bonds as
the same become due, to be made by the Borrower pursuant to
the Agreement.  The Agreement sets forth the terms and
conditions under which the Authority will provide for
financing of the Project and under which the Borrower will
use and occupy the Project and make loan payments to the
Authority in such amounts as are necessary to pay the
principal of, premium, if any, and interest on the Bonds. 
To secure such loan payments and the Borrower's obligation
to make payments in respect of the Purchase Price (as
defined below) of this bond, the Borrower has issued and
delivered to the Trustee its 1996 Series B First Mortgage
Bonds (the "Mortgage Bonds") issued under the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, as
amended and supplemented, between the Borrower and Bankers
Trust Company, as Mortgage Trustee (as amended and
supplemented from time to time, the "Mortgage") bearing
interest at a rate of interest equal to the interest rate
applicable to the Bonds and in an aggregate principal amount
equal to the principal amount of, and with the same maturity
date as, the Bonds.  As provided in the Indenture, payments
of principal of the Mortgage Bonds shall, upon receipt by
the Trustee, be deemed to constitute payments in
corresponding amounts by the Borrower in respect of the
Bonds.  Reference is hereby made to the Indenture for the
definition of any capitalized word or term used but not
defined herein and for a description of the property
pledged, assigned and otherwise available for the payment of
the Bonds, the provisions, among others, with respect to the
nature and extent of the security, the rights, duties and
obligations of the Authority, the Trustee and the owners of
the Bonds, and the terms upon which the Bonds are issued and
secured, and the holders of the Bonds are deemed to assent
to the provisions of the Indenture by the acceptance of this
bond.

     Standby Bond Purchase Agreement.  The Purchase Price
(as defined below) of this bond is payable from moneys
demanded by the Paying Agent under a standby bond purchase
agreement (together with any extensions, amendments and
renewals thereof, the "Standby Bond Purchase Agreement")
provided by the Bank (as defined in the Indenture) with an
initial available commitment of $__________ for the payment
of the Purchase Price.  The Standby Bond Purchase Agreement
initially expires on January 21, 1998 but may be terminated
earlier upon the occurrence of certain events set forth in
the Agreement, the Indenture and the Standby Bond Purchase
Agreement or extended as provided in the Standby Bond
Purchase Agreement.  The Borrower may substitute for the
Standby Bond Purchase Agreement in whole or in part, one or
more new liquidity facilities (each an "Alternate Liquidity
Facility") as provided in the Indenture, the Agreement and
the Standby Bond Purchase Agreement.  Unless the Standby
Bond Purchase Agreement is extended or renewed or an
Alternate Liquidity Facility is provided in accordance with
the Agreement, the Bonds will become subject to mandatory
purchase as described below.

     Event of Default.  In case any Event of Default occurs
and is continuing, the principal amount of this bond
together with accrued interest may become or be declared
immediately due and payable in the manner and with the
effect as provided in the Indenture.

     Definitions.  The following terms are defined as
follows:

     "Business Day" means any day (i) that is not a Saturday
or Sunday, (ii) that is a day on which banks are not
required or authorized to close in New York, New York and
Hartford, Connecticut, (iii) that is a day on which banking
institutions in all of the cities in which the principal
offices of the Trustee, the Mortgage Trustee and the Paying
Agent and, if applicable, the Remarketing Agent and the Bank
are located and are not required or authorized to remain
closed, and (iv) that is a day on which the New York Stock
Exchange, Inc. is not closed.

     "Effective Date" means, with respect to a Bond in the
Daily, Flexible, Weekly and Multiannual Modes, the date on
which a new Rate Period for that Bond takes effect.

     "Mode" means the period for and the manner in which the
interest rates on the Bonds are set and includes the Daily
Mode, Flexible Mode, the Weekly Mode, the Multiannual Mode
and the Fixed Rate Mode.

     "Purchase Date" means, while this bond is in the Daily
Mode, the date on which this bond shall be required to be
purchased pursuant to a mandatory or optional tender in
accordance with the provisions hereof.

     "Rate Period" or "Period" means, when used with respect
to any particular rate of interest for a Bond in the Daily,
Flexible, Weekly or Multiannual Mode, the period during
which such rate of interest determined for such Bond will
remain in effect as described herein.  While this bond is in
the Daily Mode, a new interest rate shall take effect on the
date such Mode takes effect and on each Business Day
thereafter.

     Conversion.  At the option of the Borrower, and upon
certain conditions provided for in the Indenture described
below, all or a portion of the Bonds (a) may be converted or
reconverted from time to time to or from the Daily Mode,
during which interest on the Bonds will be determined on
each Business Day; (b) may be converted or reconverted from
time to time to or from the Weekly Mode or Multiannual Mode,
which means that the Rate Period is, respectively, one week
or one year or any multiple of one year, (c) may be
converted or reconverted from time to time to or from the
Flexible Mode, and will have Rate Periods of from one to 270
days as provided herein, or (d) may be converted to the
Fixed Rate Mode; provided, however, that in the Multiannual
Mode the first rate period occurring after conversion to
such Mode may be shorter than the applicable multiple of one
year as provided in the Indenture.  

     While this bond is in the Daily Mode, conversions to
any other Mode may take place only on the first Business Day
of any calendar month upon thirty (30) days' prior written
notice from the Paying Agent to the REGISTERED OWNER of this
bond.  Conversion of this bond to another Mode shall be
subject to certain conditions set forth in the Indenture. 
In the event that the conditions for a proposed conversion
to a new Mode are not met (i) such new Mode shall not take
effect on the proposed conversion date, notwithstanding any
prior notice to the Bondowners of such conversion, (ii) this
bond shall automatically convert to the Flexible Mode with a
Rate Period of one day, and (iii) this bond shall be subject
to mandatory tender for purchase as provided below.  In no
event shall the failure of this bond to be converted to
another Mode be deemed to be a Default or an Event of
Default under the Indenture as long as the Purchase Price
(as defined below) is made available on the failed
conversion date to owners of all Bonds that were to have
been converted.

     Interest While in Daily Mode.  When this Bond is in the
Daily Mode, the Daily Rate in effect for each Rate Period,
(the "Effective Rate" for such Period) shall be determined
by the Remarketing Agent, not later than 10:15 A.M. on the
first Business Day of each Rate Period and provided to the
Paying Agent by the Remarketing Agent, by telephone promptly
confirmed in writing, by 1:00 P.M. on that same day;
provided that no notice need be given if the Daily Rate in
effect for the previous Rate Period is to be the Daily Rate
for such Rate Period.  In the event that the Remarketing
Agent fails to make such determination or fails to announce
the Effective Rate as required with respect to any Bonds in
the Daily Mode, or if for any reason such manner of
determination shall be determined to be invalid or
unenforceable, the interest rate then in effect for the
Bonds that accrue interest at Daily Rates will remain in
effect from day to day until the Paying Agent is notified of
a new Daily Rate determined by the Remarketing Agent. 
Notwithstanding anything in this bond or in the Indenture to
the contrary, during the time that this bond is a Bank Bond,
it shall bear interest at the Bank Rate.  While this bond is
in the Daily Mode, Bondowners may ascertain the Effective
Rate at any time by contacting the Paying Agent or the
Remarketing Agent.

     Each determination and redetermination of the Daily
Rate shall be conclusive and binding on the Authority, the
Trustee, the Paying Agent, the Bank, the Borrower and the
Bondowners.

     While this bond is in the Daily Mode, interest shall be
computed on the basis of a 365 or 366-day year, as
appropriate and actual days elapsed.  From and after the
date on which this bond becomes due, any unpaid principal
will bear interest at the then effective interest rate until
paid or duly provided for.

     Purchase of Bonds.  While this bond is in the Daily
Mode, the REGISTERED OWNER shall have the right to tender
this bond for purchase in multiples of $100,000 at a price
(the "Purchase Price") equal to 100% of the principal amount
thereof, plus accrued interest, if any, to the Purchase
Date, upon compliance with the conditions described below,
provided that if the Purchase Date is an INTEREST PAYMENT
DATE, accrued interest shall be paid separately, and not as
part of the Purchase Price on such date.  In order to
exercise the right to tender, the REGISTERED OWNER must
deliver to the Paying Agent an irrevocable written or
telephone notice (promptly confirmed by telecopier) of
tender substantially in the form of the Bondowner's Election
Notice set forth hereon or in such other form as is
satisfactory to the Paying Agent.  While this bond is in the
Daily Mode, it may be tendered for purchase at a Purchase
Price payable on any Business Day upon delivery of such
Bondowner's Election Notice to the Paying Agent not later
than 10:45 A.M. on the Purchase Date.  If the REGISTERED
OWNER of this bond has elected to require purchase as
provided above, the REGISTERED OWNER shall be deemed, by
such election, to have agreed irrevocably to sell this bond
to any purchaser determined in accordance with the
provisions of the Indenture on the date fixed for purchase
at the Purchase Price.

     Tender of this bond will not be effective and this bond
will not be purchased if at the time fixed for purchase an
acceleration of the maturity of the Bonds shall have
occurred and not have been annulled in accordance with the
Indenture.  Notice of tender of this bond is irrevocable. 
All notices of tender of Bonds shall be made to the Paying
Agent at Fleet National Bank, 777 Main Street, Hartford,
Connecticut 06115, Attention:  Corporate Trust Operations
CT/MO/0224, or such other address specified in writing by
the Paying Agent to the Bondowners.  All deliveries of
tendered Bonds, including deliveries of Bonds subject to
mandatory tender, shall be made to the Paying Agent at Fleet
National Bank, 777 Main Street, Hartford, Connecticut 06115,
Attention:  Corporate Trust Operations CT/MO/0224 or such
other address specified in writing by the Paying Agent to
the Bondowners.

     This bond is subject to mandatory tender for purchase
at the Purchase Price (i) on the date of conversion or
proposed conversion from one Mode to another Mode, (ii) on
the effective date of an Alternate Liquidity Facility unless
the Trustee receives verbal notice from Moody's (to be
followed by written confirmation at the time of
substitution) (if this bond is rated by Moody's) and written
notice from S&P (if this bond is rated by S&P) that such
substitution will not result in a withdrawal or reduction
(excluding a withdrawal or reduction resulting from a change
in Modes) of the rating of this bond and (iii) on a date
that is not more than fifteen (15) or less than ten (10)
days prior to the expiration or termination of the Standby
Bond Purchase Agreement or Alternate Liquidity Facility then
in effect other than upon conversion to a new Mode.  Notice
of mandatory tender shall be given or caused to be given by
the Trustee in writing to the REGISTERED OWNER at least
thirty (30) days prior to the mandatory Purchase Date.  THE
OWNER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL AND
SURRENDER THIS BOND AT SUCH PRICE TO ANY PURCHASER
DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THE
INDENTURE IN THE EVENT OF SUCH MANDATORY TENDER AND, ON SUCH
PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING AGENT
FOR PAYMENT OF THE PURCHASE PRICE.  From and after the
Purchase Date, no further interest on this bond shall be
payable to the REGISTERED OWNER, provided that there are
sufficient funds available on the Effective Date to pay the
Purchase Price.

     The Purchase Price of this bond shall be paid to the
REGISTERED OWNER by the Paying Agent on the Delivery Date,
which shall be the Purchase Date or any subsequent Business
Day on which this bond is delivered to the Paying Agent. 
The Purchase Price of this bond shall be paid only upon
surrender of this bond to the Paying Agent as provided
herein.  From and after the Purchase Date, no further
interest on this bond shall be payable to the REGISTERED
OWNER who gave notice of tender for purchase, provided that
there are sufficient funds available on the Purchase Date to
pay the Purchase Price.  The Purchase Price of Bonds
tendered for purchase is payable for Bonds in the Daily Mode
by wire or bank transfer within the continental United
States in immediately available funds from the Paying Agent
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent.  If on
any date this bond is subject to mandatory tender for
purchase or is required to be purchased at the election of
the REGISTERED OWNER, payment of the Purchase Price of this
bond to such owner shall be made on the Purchase Date if
presentation and surrender of this bond is made prior to
1:00 P.M., New York City time, on the Purchase Date or on
such later Business Day upon which presentation and
surrender of this bond is made prior to 1:00 P.M., New York
City time.

     Mandatory Taxability Redemption.  In the event of a
Determination of Taxability, the Bonds shall be redeemed on
a day selected by the Borrower that is not more than 90 days
after the occurrence of such Determination of Taxability as
provided in the Indenture, at the Redemption Price equal to
100% of the principal amount thereof plus accrued interest
to the date of redemption.  Redemption under this paragraph
shall be in whole unless not less than forty-five (45) days
prior to the redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel reasonably satisfactory
to the Trustee to the effect that a redemption of less than
all of the Bonds will preserve the tax-exempt status of
interest on the remaining Bonds outstanding subsequent to
such redemption.

     General Optional Redemption.  Bonds in the Daily Mode
are subject to redemption in whole or in part at the option
of the Authority, which option shall be exercised at the
direction of the Borrower, on any INTEREST PAYMENT DATE at a
redemption price of par plus accrued interest.

     Redemption at the Option of the Authority Upon
Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with the Agreement, the Bonds are
subject to redemption, at the option of the Authority, (i)
on a date selected by the Borrower, which date shall occur
not later than three years from the date of the Authority's
exercise of its option to so redeem, or (ii) on a date
selected by the Authority which date shall occur not less
than 210 days from the date of the Authority's exercise of
its option to so redeem, should the Borrower fail to give
notice of such events as required in the Agreement, at a
redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date.

     Mandatory Redemption of Bank Bonds.  Bank Bonds are
subject to mandatory redemption on such dates and in such
amounts as provided in the Standby Bond Purchase Agreement.

     If less than all of the Outstanding Bonds are to be
called for redemption, the Bonds (or portions thereof) to be
redeemed shall be selected as provided in the Indenture with
Bonds in the Daily Mode being redeemed in units of $100,000.

     In the event this bond is selected for redemption,
notice (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before
the date fixed for redemption and which notice shall be of
no effect unless such moneys are so received on or before
such date) will be mailed no more than forty-five (45) days
nor less than thirty (30) days prior to the redemption date
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent.  Failure
to mail notice to the owner of any other Bond or any defect
in the notice to such an owner shall not affect the
redemption of this bond.

     If this bond is of a denomination in excess of one
hundred thousand dollars ($100,000), portions of the
principal amount in the amount of one hundred thousand
dollars ($100,000) or any multiple thereof may be redeemed. 
If less than all of the principal amount is to be redeemed,
upon surrender of this bond to the Paying Agent, there will
be issued to the REGISTERED OWNER, without charge, a new
Bond or Bonds, at the option of the REGISTERED OWNER, for
the unredeemed principal amount.

     Notice of redemption having been duly mailed, this
bond, or the portion called for redemption, will become due
and payable on the redemption date at the applicable
redemption price and, monies for the redemption having been
deposited with the Paying Agent, from and after the date
fixed for redemption, interest on this bond (or such
portion) will no longer accrue.

     IN CERTAIN CIRCUMSTANCES SET OUT HEREIN, THIS BOND (OR
PORTION HEREOF) IS SUBJECT TO PURCHASE OR REDEMPTION, IN
EACH CASE UPON NOTICE TO OR FROM THE OWNER HEREOF AS OF A
DATE PRIOR TO SUCH PURCHASE OR REDEMPTION.  IN EACH SUCH
EVENT AND UPON DEPOSIT OF THE PURCHASE OR REDEMPTION PRICE
WITH THE PAYING AGENT ON THE PURCHASE OR REDEMPTION DATE, AS
THE CASE MAY BE, THIS BOND (OR PORTION HEREOF) SHALL CEASE
TO BE OUTSTANDING UNDER THE INDENTURE, INTEREST HEREON SHALL
CEASE TO ACCRUE AS OF THE PURCHASE OR REDEMPTION DATE, AND
THE REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO
RECEIVE THE PURCHASE OR REDEMPTION PRICE SO DEPOSITED WITH
THE PAYING AGENT UPON SURRENDER OF THIS CERTIFICATE TO THE
PAYING AGENT.

     Transfer of Bonds.  This bond is transferable by the
REGISTERED OWNER, in person or by its attorney duly
authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for
cancellation.  Upon the transfer, a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount will be issued to the transferee at the same office. 
No transfer will be effective unless represented by such
surrender and reissue.  This bond may also be exchanged at
the office of the Paying Agent for a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount without transfer to a new registered owner. 
Exchanges and transfers will be without expense to the owner
except for applicable taxes or other governmental charges,
if any.  The Paying Agent will not be required to make an
exchange or transfer of this bond (except in connection with
any optional or mandatory tender of this bond) (i) if this
bond (or any portion thereof) has been selected for
redemption or (ii) during the fifteen (15) days preceding
any date fixed for selection for redemption if this bond (or
any portion thereof) is eligible to be selected for
redemption.

     Amendment of Indenture.  The Indenture permits, with
certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations
of the Authority and the rights of the owners of the Bonds
at any time by the Authority with the consent of the Bank,
AMBAC Indemnity and of the owners of not less than 66 2/3%
in aggregate principal amount of each series of the Bonds at
the time outstanding thereunder.  Any such consent shall be
conclusive and binding upon each such owner and upon all
future owners of each Bond and of any such Bond issued upon
the transfer thereof, whether or not notation of such
consent is made thereon.  The Indenture also permits the
amendment thereof by the Authority with the consent of the
Bank and AMBAC Indemnity, but without the consent of the
owners of the Bonds for certain specified purposes.

     Limitation on Bondholder Enforcement Rights.  The owner
of this bond shall have no right to enforce the provisions
of the Indenture, to institute action to enforce the
provisions and covenants thereof or to institute, appear in
or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.

     Special Obligations of the Authority.  This bond and
the issue of which it forms a part are special obligations
of the Authority, payable solely out of the revenues or
other receipts, funds or monies of the Authority pledged
under the Indenture and from any amounts otherwise available
under the Indenture for the payment of the Bonds.  Neither
the State nor any municipality thereof shall be obligated to
pay the principal or redemption price, if any, of or
interest on this bond and neither the faith and credit nor
taxing power of the State or any municipality thereof is
pledged to such payment.  The Bonds do not now and shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by either
of them within the meaning of any constitutional or
statutory limitation.

     Estoppel Clause.  This bond is issued pursuant to and
in full compliance with the Constitution and laws of the
State.  It is hereby certified, recited and declared that
all acts, conditions and things required to exist, happen
and be performed precedent to and in the issuance of this
bond do exist, have happened and have been performed in due
time, form and manner as required by law and that the
issuance of this bond and of the issue of which it forms a
part, together with all other obligations of the Authority,
do not exceed or violate any constitutional or statutory
limitation.

     No Personal Liability.  Neither the officers, directors
or employees of the Authority or the Trustee nor any person
executing this bond shall be liable personally or be subject
to any personal liability or accountability by reason of the
issuance hereof.

     Authentication.  This bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee
[or the Paying Agent].

     Authorized Denomination.  The Bonds are issuable only
in fully registered form and while in the Daily Mode shall
be in denominations of $100,000 or any multiple thereof.

     Persons Deemed Owners.  The Authority, the Trustee, the
Paying Agent and the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.

     IN WITNESS WHEREOF, the CONNECTICUT DEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name by
the manual or facsimile signature of its Authorized
Representative.

Connecticut Development Authority


By /s/
Authorized Representative


           (FORM OF CERTIFICATE OF AUTHENTICATION)

                CERTIFICATE OF AUTHENTICATION

     This bond is one of the Bonds of the issue described in
the within mentioned Indenture.

Date of Registration:

Fleet National Bank,
Trustee


By /s/                                [, or
Authorized Signature


Fleet National Bank,
Paying Agent


By /s/
Authorized Signature]

                    (FORM OF ASSIGNMENT)

                         ASSIGNMENT

     FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto                                               
  the within Bond and does hereby irrevocably constitute and
appoint                                     
Attorney-in-Fact to transfer such Bond on the books kept for
the registration thereof, with full power of substitution in
the premises.

Dated:                  


                                   /s/
                                   NOTICE: The signature to
                                   this assignment must
                                   correspond with the name
                                   as it appears on the face
                                   of the within Bond in
                                   every particular.


In the presence of:


/s/
Name of State or National 
Bank or member of National 
Association of Securities 
Dealers


/s/
Authorized Officer


NOTE:     Assignment form should
          state both the name and
          address of the assignee
          in the space provided.


     The following abbreviations, when used in the
inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable
law.

TEN COM - as tenants in common
UNIF GIFT MIN ACT 
TEN ENT - as tenants by the entirety           Custodian     
  
JT TEN  - as joint tenants with rights  (Cust)          
(Minor)
     of survivorship and not as
     tenants in common
          Act                     
             (State)

Additional abbreviations may also be used though not set
forth in the list above.



     The following is the Bondowner's Election Notice
described herein:

                 BONDOWNERS ELECTION NOTICE

              Connecticut Development Authority
               Pollution Control Revenue Bonds
          (The Connecticut Light and Power Company
                   Project - 1996A Series)


Principal           Principal Amount         Bond Purchase
 Amount   CUSIP     Tendered for Purchase    Numbers   Date


     The undersigned hereby certifies that it is the
registered owner of the Bonds described above (the "Tendered
Bonds"), all of which are in the Daily Mode, and hereby
agrees that the delivery of this instrument of transfer to
the Paying Agent constitutes an irrevocable offer to sell
the Tendered Bonds to the Borrower or its designee on the
Purchase Date, at a purchase price equal to the unpaid
principal balance thereof plus accrued and unpaid interest
thereon to the Purchase Date (the "Purchase Price").  The
undersigned acknowledges and agrees that this election
notice is irrevocable and that the undersigned will have no
further rights with respect to the Tendered Bonds except
payment, upon presentation and surrender of the Tendered
Bonds, of the Purchase Price by payment by wire or bank
transfer within the continental United States from the
Paying Agent to the undersigned at its address as shown on
the registration books of the Paying Agent (i) on the
Purchase Date if the Tendered Bonds shall have been
surrendered to the Paying Agent prior to 1:00 P.M., New York
City time, on the Purchase Date or (ii) on any Delivery Date
subsequent to the Purchase Date on which Tendered Bonds are
delivered to the Paying Agent by 1:00 P.M., New York City
time, provided that for so long as the Bonds are in the
Book-Entry Only System, physical surrender of the Bonds to
the Paying Agent shall not be required and the Bonds shall
be tendered pursuant to the procedures described in the
Indenture referred to below.

     Except as otherwise indicated herein and unless the
context otherwise requires, the terms used herein shall have
the meanings set forth in the Indenture dated as of May 1,
1996, as amended and restated as of January 1, 1997,
relating to the Bonds.

Date:

Signature(s)

/s/


/s/


                                        
Street    City     State    Zip


     IMPORTANT: The above signature(s) must correspond with
the name(s) as set forth on the face of the Tendered Bond(s)
with respect to which this Bondowner's Election Notice is
being delivered without any change whatsoever.  If this
notice is signed by a person other than the registered owner
of any Tendered Bond(s), the Tendered Bond(s) must be either
endorsed on the Assignment appearing on each Bond or
accompanied by appropriate bond powers, in each case signed
exactly as the name or names of the registered owner or
owners appear on the bond register.  The method of
presenting this notice to the Paying Agent is the choice of
the person making such presentation.  If it is made by mail,
it should be by registered mail with return receipt
requested.


                 (END OF FORM OF DAILY BOND)


                   (FORM OF FLEXIBLE BOND)
$                                                     No. R-

     ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE
     AT THE TIMES AND AT THE PLACE REQUIRED HEREIN SHALL
     HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE RIGHT TO
     RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND
     SURRENDER OF THIS BOND TO THE PAYING AGENT AS DESCRIBED
     HEREIN, AND SHALL HOLD THIS BOND AS AGENT FOR THE
     PAYING AGENT.

     NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
     THEREOF IS OBLIGATED TO PAY, AND NEITHER THE FAITH AND
     CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR
     ANY MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF,
     THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON THIS
     BOND.  

     Municipal Bond Insurance Policy No. ______________ (the
     "Policy") with respect to payments due for principal of
     and interest on this Bond has been issued by AMBAC
     Indemnity Corporation ("AMBAC Indemnity").  The Policy
     has been delivered to the United States Trust Company
     of New York, New York, New York, as the Insurance
     Trustee under said Policy and will be held by such
     Insurance Trustee or any successor insurance trustee. 
     The Policy is on file and available for inspection at
     the principal office of the Insurance Trustee and a
     copy thereof may be secured from AMBAC Indemnity or the
     Insurance Trustee.  All payments required to be made
     under the Policy shall be made in accordance with the
     provisions thereof.  The owner of this Bond
     acknowledges and consents to the subrogation rights of
     AMBAC Indemnity as more fully set forth in the Policy.


              Connecticut Development Authority
               Pollution Control Revenue Bond
     (The Connecticut Light and Power Company Project -
                        1996A Series)

DATE OF THIS BOND:
(Date as of which Bonds of this series were initially
issued)

MATURITY DATE:  May 1, 2031

INTEREST DUE:
(on the Next Purchase Date)

INTEREST RATE:       %
(to the Next Purchase Date)

NEXT PURCHASE DATE:

COMMENCEMENT DATE OF RATE PERIOD:

REGISTERED OWNER:

PRINCIPAL AMOUNT:

CUSIP NUMBER:

MODE:  Flexible

     CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a
body corporate and politic constituting a public
instrumentality and political subdivision of the State of
Connecticut (the "State"), for value received, hereby
promises to pay to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from the sources and
in the manner hereinafter provided, upon presentation and
surrender hereof, in lawful money of the United States of
America the PRINCIPAL AMOUNT and in like manner to pay
interest on the unpaid principal balance thereof, until the
Authority's obligation with respect to the payment of such
sum shall be discharged.  Interest shall be payable from the
most recent Interest Payment Date, as defined below, to
which interest has been paid or duly provided for or, if no
interest has been paid, from the DATE OF THIS BOND, until
paid in full, at the rates set forth below, payable on each
Interest Payment Date.  So long as this bond is in the
Flexible Mode, interest shall be due on this bond on each
Purchase Date (as defined below) and on the MATURITY DATE,
and when this bond is in any other Mode interest shall be
due on the dates (the "Interest Payment Dates") provided in
the Indenture (as defined below).  Until conversion to the
Daily, Weekly, Multiannual or Fixed Rate Mode as provided
below, this bond shall bear interest at the Flexible Rate. 
The Flexible Rate for this bond shall be the rate of
interest determined by the Remarketing Agent designated as
provided in the Indenture (herein, with its successors, the
"Remarketing Agent"), for each Rate Period, as defined
below, to be the lowest rate which in its judgment, on the
basis of prevailing financial market conditions, is
necessary on and as of the Effective Date, as defined below,
to remarket each Bond having such Rate Period in a secondary
market transaction at a price equal to the principal amount
thereof, but not in excess of the Maximum Interest Rate.  If
this bond is converted to the Daily, Weekly, Multiannual or
Fixed Rate Mode it shall bear interest at the Daily, Weekly,
Multiannual or Fixed Rate, as the case may be, as defined in
the Indenture.  The Remarketing Agent shall determine the
initial Flexible Rate on or before the date of issue in or
of conversion to the Flexible Mode, which rate shall remain
in effect as provided in the Indenture.  Thereafter, the
Remarketing Agent shall redetermine the Flexible Rate for
each Rate Period as provided below.  The amount of interest
due on any Interest Payment Date shall be the amount of
unpaid interest accrued on this bond through the day
preceding such Interest Payment Date or, if such Interest
Payment Date is not a Business Day, through the day
preceding the first Business Day succeeding such Interest
Payment Date.

     Payment of Principal and Interest.  While this bond is
in the Flexible Mode, the principal of and interest on this
bond due on the MATURITY DATE are payable when due by wire
or bank transfer of immediately available funds within the
continental United States to the REGISTERED OWNER hereof but
only upon presentation and surrender of this bond at the
offices of Fleet National Bank, 777 Main Street, Hartford,
Connecticut 06115,  as Paying Agent (with its successors in
such capacity, the "Paying Agent").  While this bond is in
the Flexible Mode, the Purchase Price of this bond (which
includes accrued interest to the Purchase Date) tendered for
purchase is payable by wire or bank transfer within the
continental United States from the Paying Agent to the
REGISTERED OWNER determined as of the close of business on
the applicable record date at its address shown on the
registration books maintained by the Paying Agent.  The
record date for the payment of interest while this bond is
in the Flexible Mode is the Business Day preceding the
Purchase Date.  Payment of the Purchase Price of this bond
to such owner shall be made on the Purchase Date if
presentation and surrender of this bond is made prior to
11:00 A.M., New York City time, on the Purchase Date or on
such later Business Day upon which presentation and
surrender of this bond is made prior to 11:00 A.M., New York
City time.  The Purchase Price of this bond shall be paid in
immediately available funds.  Overdue interest on this bond,
or interest on overdue principal while in the Flexible Mode
is payable in immediately available funds by wire or bank
transfer within the continental United States from the
Paying Agent to the REGISTERED OWNER, determined as of the
close of business on the applicable special record date as
determined by the Trustee, at its address as shown on the
registration books maintained by the Paying Agent.  The
special record date may be not more than thirty (30) days
before the date set for payment.  The Paying Agent will mail
notice of a special record date to the Bondowners at least
ten (10) days before the special record date.  The Paying
Agent will promptly certify to the Authority, the Trustee
and the Remarketing Agent that it has mailed such notice to
all Bondowners, and such certificate will be conclusive
evidence that notice was given in the manner required
hereby.

     Authorization and Purpose.  This bond is one of an
authorized issue of Bonds of the Authority in the aggregate
principal amount of $62,000,000 designated:  Pollution
Control Revenue Bonds (The Connecticut Light and Power
Company Project - 1996A Series) (the "Bonds") which are
issued for the purpose of financing certain capital projects
for the benefit of The Connecticut Light and Power Company
(the "Borrower"), a corporation organized and existing under
the laws of the State of Connecticut and paying necessary
expenses incidental thereto. The project consists of certain
capital projects, including additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower (the "Project").  The Bonds are issued pursuant
to the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23xx, as amended, a
resolution adopted by the Authority on April 17, 1996 and an
Indenture of Trust dated as of May 1, 1996 (which Indenture
as from time to time amended and supplemented is herein
referred to as the "Indenture"), duly executed and delivered
by the Authority to the Trustee, and are equally and ratably
secured by and entitled to the protection of the Indenture,
which is on file in the office of the Trustee.

     Pledge and Security.  Pursuant to the Indenture, the
Authority has assigned to the Trustee all of its right,
title and interest in and to a Loan Agreement (which Loan
Agreement as from time to time amended and supplemented is
herein referred to as the "Agreement") dated as of May 1,
1996 between the Authority and the Borrower, and the
Mortgage Bonds (as hereinafter defined) (except for certain
enforcement and indemnification rights which are reserved in
the Indenture), including all rights to receive loan
payments sufficient to pay the principal of, premium, if
any, and interest and all other amounts due on the Bonds as
the same become due, to be made by the Borrower pursuant to
the Agreement.  The Agreement sets forth the terms and
conditions under which the Authority will provide for
financing of the Project and under which the Borrower will
use and occupy the Project and make loan payments to the
Authority in such amounts as are necessary to pay the
principal of, premium, if any, and interest on the Bonds. 
To secure loan payments and the Borrower's obligation to
make payments in respect of the Purchase Price (as defined
below) of this bond, the Borrower has issued and delivered
to the Trustee its 1996 Series B First Mortgage Bonds (the
"Mortgage Bonds") issued under the Indenture of Mortgage and
Deed of Trust dated as of May 1, 1921, as amended and
supplemented, between the Borrower and Bankers Trust
Company, as Mortgage Trustee (as amended and supplemented
from time to time, the "Mortgage") bearing interest at a
rate of interest equal to the interest rate applicable to
the Bonds and in an aggregate principal amount equal to the
principal amount of, and with the same maturity date as, the
Bonds.  As provided in the Indenture, payments of principal
of the Mortgage Bonds shall, upon receipt by the Trustee, be
deemed to constitute payments in corresponding amounts by
the Borrower in respect of the Bonds.  Reference is hereby
made to the Indenture for the definition of any capitalized
word or term used but not defined herein and for a
description of the property pledged, assigned and otherwise
available for the payment of the Bonds, the provisions,
among others, with respect to the nature and extent of the
security, the rights, duties and obligations of the
Authority, the Trustee and the owners of the Bonds, and the
terms upon which the Bonds are issued and secured, and the
holders of the Bonds are deemed to assent to the provisions
of the Indenture by the acceptance of this bond.

     Standby Bond Purchase Agreement.  The Purchase Price
(as defined below) of this bond is payable from moneys
demanded by the Paying Agent under a standby bond purchase
agreement (together with any extensions, amendments and
renewals thereof, the "Standby Bond Purchase Agreement")
provided by the Bank (as defined in the Indenture) with an
initial available commitment of $__________ for the payment
of the Purchase Price.  The Standby Bond Purchase Agreement
initially expires on January 21, 1998 but may be terminated
earlier upon the occurrence of certain events set forth in
the Agreement, the Indenture and the Standby Bond Purchase
Agreement or extended as provided in the Standby Bond
Purchase Agreement.  The Borrower may substitute for the
Standby Bond Purchase Agreement in whole or in part, one or
more new liquidity facilities (each an "Alternate Liquidity
Facility") as provided in the Indenture, the Agreement and
the Standby Bond Purchase Agreement.  Unless the Standby
Bond Purchase Agreement is extended or renewed or an
Alternate Liquidity Facility is provided in accordance with
the Agreement, the Bonds will become subject to mandatory
purchase as described below.

     Definitions:  The following terms are defined as
follows: 

     "Business Day" means any day (i) that is not a Saturday
or Sunday, (ii) that is a day on which banks are not
required or authorized to close in New York, New York and
Hartford, Connecticut, (iii) that is a day on which banking
institutions in all of the cities in which the principal
offices of the Trustee, the Mortgage Trustee and the Paying
Agent and, if applicable, the Remarketing Agent and the Bank
are located and are not required or authorized to remain
closed and (iv) that is a day on which the New York Stock
Exchange, Inc. is not closed.

     "Effective Date" means, with respect to a Bond in the
Daily, Flexible, Weekly and Multiannual Modes, the date on
which a new Rate Period for that Bond takes effect.

     "Mode" means the period for and the manner in which the
interest rates on the Bonds are set and includes the Daily
Mode, Flexible Mode, the Weekly Mode, the Multiannual Mode
and the Fixed Rate Mode.

     "Purchase Date" means, while this bond is in the
Flexible Mode, the date on which this bond shall be required
to be purchased pursuant to a mandatory tender in accordance
with the provisions hereof.

     "Rate Period" or "Period" means, when used with respect
to any particular rate of interest for a Bond in the Daily,
Flexible, Weekly or Multiannual Mode, the period during
which such rate of interest determined for such Bond will
remain in effect as described herein.

     Conversion.  At the option of the Borrower, and upon
certain conditions provided for in the Indenture described
below, all or a portion of the Bonds (a) may be converted or
reconverted from time to time to or from the Daily Mode,
during which interest on the Bonds will be determined on
each Business Day; (b) may be converted or reconverted from
time to time to or from the Weekly Mode or Multiannual Mode,
which means that the Rate Period is, respectively, one week
or one year or any multiple of one year; (c) may be
converted or reconverted from time to time to or from the
Flexible Mode, and will have Rate Periods of from one to 270
days as provided herein, or (d) may be converted to the
Fixed Rate Mode; provided, however, that in the Multiannual
Mode the first rate period occurring after conversion to
such Mode may be shorter than the applicable multiple of one
year as provided in the Indenture.  While this bond is in
the Flexible Mode, a new interest rate shall take effect on
the date such Mode takes effect, and on the Effective Date
of the next Flexible Rate Period, as defined herein,
applicable to this bond.

     While this bond is in the Flexible Mode, conversions to
any other Mode may take place only on an Effective Date. 
Conversion of this bond to another Mode shall be subject to
certain conditions set forth in the Indenture.  In the event
that the conditions for a proposed conversion to a new Mode
are not met (i) such new Mode shall not take effect on the
proposed conversion date, notwithstanding any prior notice
to the Bondowners of such conversion and (ii) this bond
shall remain in the Flexible Mode with a Rate Period of one
day.  In no event shall the failure of this bond to be
converted to another Mode be deemed to be a Default or an
Event of Default under the Indenture as long as the Purchase
Price (as defined below) is made available on the failed
conversion date to owners of all Bonds that were to have
been converted.

     Interest While in Flexible Mode.  While Bonds bear
interest at Flexible Rates, the interest rate for each
particular Bond in the Flexible Mode will be determined by
the Remarketing Agent and will remain in effect from and
including the Effective Date of the Rate Period selected for
that Bond by the Remarketing Agent through the last date
thereof.  While the Bonds are in the Flexible Mode, Bonds
may have successive Rate Periods of any duration up to 270
days each and ending on a Business Day and any Bond may bear
interest at a rate and for a period different from any other
Bond.  Notwithstanding anything in this bond or in the
Indenture to the contrary, during the time that this bond is
a Bank Bond, it shall bear interest at the Bank Rate.

     In the event that the Remarketing Agent no longer
determines, or fails to determine when required, any Rate
Period or any Flexible Rate for any Bonds, or if for any
reason such manner of determination shall be determined to
be invalid or unenforceable, the Rate Period for any such
Bond shall be deemed to be a Flexible Rate Period with a
duration of one day and the Flexible Rate shall be
determined as provided in the Indenture.

     While this bond is in the Flexible Mode it is subject
to mandatory tender for purchase on each applicable
Effective Date at a price (the "Purchase Price") of par plus
accrued interest to the Effective Date.  THE OWNER OF THIS
BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL AND SURRENDER
THIS BOND IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE
AND, ON THE PURCHASE DATE, TO SURRENDER THIS BOND TO THE
PAYING AGENT FOR PAYMENT OF THE PURCHASE PRICE.  UPON
DEPOSIT OF THE PURCHASE PRICE WITH THE PAYING AGENT ON THE
PURCHASE DATE, THIS BOND SHALL BE DEEMED TENDERED FOR
PURCHASE AND SHALL CEASE TO BE OUTSTANDING UNDER THE
INDENTURE, INTEREST HEREON SHALL CEASE TO ACCRUE AS OF THE
PURCHASE DATE, AND THE REGISTERED OWNER HEREOF SHALL BE
ENTITLED ONLY TO RECEIVE THE PURCHASE PRICE SO DEPOSITED
WITH THE PAYING AGENT UPON SURRENDER OF THIS CERTIFICATE TO
THE PAYING AGENT.  The Purchase Price shall be paid on the
Delivery Date, which shall be the Effective Date or any
subsequent Business Day on which this bond is delivered to
the Paying Agent.  The Purchase Price of this bond shall be
paid only upon surrender of this bond to the Paying Agent as
provided herein.  From and after the Effective Date, no
further interest shall be payable to the REGISTERED OWNER
during the preceding Rate Period, provided that there are
sufficient funds available on the Effective Date to pay the
Purchase Price.

     Each determination and redetermination of the Flexible
Rate shall be conclusive and binding on the Authority, the
Trustee, the Paying Agent, the Bank, the Borrower and the
Bondowners.

     While this bond is in the Flexible Mode, interest shall
be computed on the basis of actual days elapsed divided by
365 or 366, as appropriate.  From and after the date on
which this bond becomes due, any unpaid principal will bear
interest at the then effective interest rate until paid or
duly provided for.

     Mandatory Taxability Redemption.  In the event of a
Determination of Taxability, the Bonds shall be redeemed on
a day selected by the Borrower that is not more than 90 days
after the occurrence of such Determination of Taxability as
provided in the Indenture, at the Redemption Price equal to
100% of the principal amount thereof plus accrued interest
to the date of redemption.  Redemption under this paragraph
shall be in whole unless not less than forty-five (45) days
prior to the redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel reasonably satisfactory
to the Trustee to the effect that a redemption of less than
all of the Bonds will preserve the tax-exempt status of
interest on the remaining Bonds outstanding subsequent to
such redemption.  Any Bond in the Flexible Mode that has a
Purchase Date prior to the redemption date shall be redeemed
on that Purchase Date.

     Redemption at the Option of the Authority Upon
Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with the Agreement, the Bonds are
subject to redemption, at the option of the Authority, (i)
on a date selected by the Borrower, which date shall occur
not later than three years from the date of the Authority's
exercise of its option to so redeem, or (ii) on a date
selected by the Authority which date shall occur not less
than 210 days from the date of the Authority's exercise of
its option to so redeem, should the Borrower fail to give
notice of such events as required in the Agreement, at a
redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date.

     Mandatory Redemption of Bank Bonds.  Bank Bonds are
subject to mandatory redemption on such dates and in such
amounts as provided in the Standby Bond Purchase Agreement.

     Notice of Redemption.  Notice of redemption of this
bond (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before
the date fixed for redemption and which notice shall be of
no effect unless such moneys are so received on or before
such date) will be given by first class mail, postage
prepaid, not more than forty-five (45) nor less than thirty
(30) days prior to the redemption date to the REGISTERED
OWNER at its registered address; provided, however, in the
event of a Determination of Taxability, no notice shall be
given to the owner of any Bond in the Flexible Mode that has
a Purchase Date prior to the Redemption Date.  Failure to
mail notice to the owner of any other Bond or any defect in
the notice to such other owner shall not affect the
redemption of this bond.

     Transfer of Bonds.  This bond is transferable by the
REGISTERED OWNER, in person or by its attorney duly
authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for
cancellation.  Upon the transfer, a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount will be issued to the transferee at the same office. 
No transfer will be effective unless represented by such
surrender and reissue.  This bond may also be exchanged at
the office of the Paying Agent for a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount without transfer to a new registered owner. 
Exchanges and transfers will be without expense to the owner
except for applicable taxes or other governmental charges,
if any.

     Amendment of Indenture.  The Indenture permits, with
certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations
of the Authority and the rights of the owners of the Bonds
at any time by the Authority with the consent of the Bank,
AMBAC Indemnity and of the owners of not less than 66 2/3%
in aggregate principal amount of the Bonds at the time
outstanding thereunder.  Any such consent shall be
conclusive and binding upon each such owner and upon all
future owners of each Bond and of any such Bond issued upon
the transfer thereof, whether or not notation of such
consent is made thereon.  The Indenture also permits the
amendment thereof by the Authority with the consent of the
Bank and AMBAC Indemnity, but without the consent of the
owners of the Bonds for certain specified purposes.

     Limitation on Bondholder Enforcement Rights.  The owner
of this bond shall have no right to enforce the provisions
of the Indenture, to institute action to enforce the
provisions and covenants thereof or to institute, appear in
or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.

     Special Obligations of the Authority.  This bond and
the issue of which it forms a part are special obligations
of the Authority, payable solely out of the revenues or
other receipts, funds or monies of the Authority pledged
under the Indenture and from any amounts otherwise available
under the Indenture for the payment of the Bonds.  Neither
the State nor any municipality thereof shall be obligated to
pay the principal or redemption price, if any, of or
interest on this bond and neither the faith and credit nor
taxing power of the State or any municipality thereof is
pledged to such payment.  The Bonds do not now and shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by either
of them within the meaning of any constitutional or
statutory limitation.

     Estoppel Clause.  This bond is issued pursuant to and
in full compliance with the Constitution and laws of the
State.  It is hereby certified, recited and declared that
all acts, conditions and things required to exist, happen
and be performed precedent to and in the issuance of this
bond do exist, have happened and have been performed in due
time, form and manner as required by law and that the
issuance of this bond and of the issue of which it forms a
part, together with all other obligations of the Authority,
do not exceed or violate any constitutional or statutory
limitation.

     No Personal Liability.  Neither the officers, directors
or employees of the Authority or the Trustee nor any person
executing this bond shall be liable personally or be subject
to any personal liability or accountability by reason of the
issuance hereof.

     Authentication.  This bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee
[or the Paying Agent].

     Authorized Denomination.  The Bonds are issuable only
in fully registered form and while in the Flexible Mode
shall be in denominations of $100,000 or any multiple of
$1,000 in excess of $100,000.

     Persons Deemed Owners.  The Authority, the Trustee, the
Paying Agent and the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.

     IN WITNESS WHEREOF, the CONNECTICUT DEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name by
the manual or facsimile signature of its Authorized
Representative.

                                   Connecticut Development
Authority


                                   By /s/
                                   Authorized Representative


           (FORM OF CERTIFICATE OF AUTHENTICATION)

                CERTIFICATE OF AUTHENTICATION

     This bond is one of the Bonds of the issue described in
the within mentioned Indenture.

Fleet National Bank,
Trustee

Date of Registration:


By /s/                         [, or
Authorized Signature


Fleet National Bank,
Paying Agent


By /s/
Authorized Signature]



                    (FORM OF ASSIGNMENT)

                         ASSIGNMENT

     FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto                                               
  the within Bond and does hereby irrevocably constitute and
appoint                                     
Attorney-in-Fact to transfer such Bond on the books kept for
the registration thereof, with full power of substitution in
the premises.

Dated:                  


                                   /s/
                                   NOTICE: The signature to
                                   this      assignment must
                                   correspond with the name
                                   as it appears on the face
                                   of the within Bond in
                                   every particular.


In the presence of:


/s/
Name of State or National 
Bank or member of National 
Association of Securities 
Dealers


/s/
Authorized Officer


NOTE:     Assignment form should
          state both the name and
          address of the assignee
          in the space provided.


     The following abbreviations, when used in the
inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable
law.

TEN COM - as tenants in common
UNIF GIFT MIN ACT 
TEN ENT - as tenants by the entirety           Custodian     
  
JT TEN  - as joint tenants with rights  (Cust)          
(Minor)
     of survivorship and not as
     tenants in common
          Act                     
             (State)

Additional abbreviations may also be used though not set
forth in the list above.

               (END OF FORM OF FLEXIBLE BOND)
                    (FORM OF WEEKLY BOND)

$                                                     No. R-

     ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE
     AT THE TIMES AND AT THE PLACE REQUIRED HEREIN SHALL
     HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE RIGHT TO
     RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND
     SURRENDER OF THIS BOND TO THE PAYING AGENT AS DESCRIBED
     HEREIN, AND SHALL HOLD THIS BOND AS AGENT FOR THE
     PAYING AGENT.

     NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
     THEREOF IS OBLIGATED TO PAY, AND NEITHER THE FAITH AND
     CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR
     ANY MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF,
     THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON THIS
     BOND.  

     Municipal Bond Insurance Policy No. ______________ (the
     "Policy") with respect to payments due for principal of
     and interest on this Bond has been issued by AMBAC
     Indemnity Corporation ("AMBAC Indemnity").  The Policy
     has been delivered to the United States Trust Company
     of New York, New York, New York, as the Insurance
     Trustee under said Policy and will be held by such
     Insurance Trustee or any successor insurance trustee. 
     The Policy is on file and available for inspection at
     the principal office of the Insurance Trustee and a
     copy thereof may be secured from AMBAC Indemnity or the
     Insurance Trustee.  All payments required to be made
     under the Policy shall be made in accordance with the
     provisions thereof.  The owner of this Bond
     acknowledges and consents to the subrogation rights of
     AMBAC Indemnity as more fully set forth in the Policy.


              Connecticut Development Authority
               Pollution Control Revenue Bond
     (The Connecticut Light and Power Company Project -
                        1996A Series)

DATE OF THIS BOND:
(Date as of which Bonds of this series were initially
issued)

MATURITY DATE:  May 1, 2031

INTEREST PAYMENT DATES:
(i)  the first Business Day of each calendar month, and (ii)
the Maturity Date

REGISTERED OWNER:

PRINCIPAL AMOUNT:

CUSIP NUMBER:

MODE:  Weekly

     CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a
body corporate and politic constituting a public
instrumentality and political subdivision of the State of
Connecticut (the "State"), for value received, hereby
promises to pay to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from the sources and
in the manner hereinafter provided, upon presentation and
surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT and in like manner to pay
interest on the unpaid principal balance thereof, until the
Authority's obligation with respect to the payment of such
sum shall be discharged.  Interest shall be payable from the
most recent INTEREST PAYMENT DATE, as defined below, to
which interest has been paid or duly provided for or, if no
interest has been paid, from the DATE OF THIS BOND until
paid in full, at the rates set forth below, payable on each
INTEREST PAYMENT DATE.  Until conversion to the Daily,
Flexible, Multiannual or Fixed Rate Mode as provided below,
this bond shall bear interest at the Weekly Rate.  The
Weekly Rate for this bond shall be the rate of interest
determined by the Remarketing Agent designated as provided
in the Indenture (herein, with its successors, the
"Remarketing Agent"), for each Rate Period, as defined
below, to be the lowest rate which in its judgment, on the
basis of prevailing financial market conditions, would
permit the sale of the Bonds (as defined below) in the
Weekly Mode at par plus accrued interest on and as of the
Effective Date, as defined below, but not in excess of the
Maximum Interest Rate.  If this bond is converted to the
Daily, Flexible, Multiannual or Fixed Rate Mode it shall
bear interest at the Daily, Flexible, Multiannual or Fixed
Rate, as the case may be, as defined in the Indenture.  The
Remarketing Agent shall determine the initial Weekly Rate on
or before the date of issue in or of conversion to the
Weekly Mode, which rate shall remain in effect as provided
in the Indenture.  Thereafter, the Remarketing Agent shall
redetermine the Weekly Rate for each Rate Period as provided
below.  The amount of interest due on any INTEREST PAYMENT
DATE shall be the amount of unpaid interest accrued on this
bond through the day preceding such INTEREST PAYMENT DATE.

     Payment of Principal and Interest.  While this bond is
in the Weekly Mode, the principal of this bond is payable
when due by wire or bank transfer of immediately available
funds within the continental United States to the REGISTERED
OWNER hereof but only upon presentation and surrender of
this bond at the office of Fleet National Bank, 777 Main
Street, Hartford, Connecticut 06115, as Paying Agent (with
its successors in such capacity, the "Paying Agent"). 
Interest on this bond while in the Weekly Mode is payable in
immediately available funds by wire or bank transfer within
the continental United States from the Paying Agent to the
REGISTERED OWNER, determined as of the close of business on
the applicable record date at its address shown on the
registration books maintained by the Paying Agent.  The
Purchase Price (as defined below) of Bonds tendered for
purchase shall be paid as provided below.

     The record date for payment of interest while this bond
is in the Weekly Mode is the Business Day preceding the date
on which interest is to be paid.  With respect to overdue
interest or interest payable on redemption of this bond
other than on an INTEREST PAYMENT DATE or interest on any
overdue amount, the Trustee may establish a special record
date.  The special record date may be not more than thirty
(30) days before the date set for payment.  The Paying Agent
will mail notice of a special record date to the Bondowners
at least ten (10) days before the special record date.  The
Paying Agent will promptly certify to the Authority, the
Trustee and the Remarketing Agent that it has mailed such
notice to all Bondowners, and such certificate will be
conclusive evidence that notice was given in the manner
required hereby.

     Authorization and Purpose.  This bond is one of an
authorized issue of Bonds of the Authority in the aggregate
principal amount of $62,000,000 designated:  Pollution
Control Revenue Bonds (The Connecticut Light and Power
Company Project - 1996A Series) (the "Bonds") which are
issued for the purpose of financing certain capital projects
for the benefit of The Connecticut Light and Power Company
(the "Borrower"), a corporation organized and existing under
the laws of the State of Connecticut and paying necessary
expenses incidental thereto. The project consists of certain
capital projects, including additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower (the "Project").  The Bonds are issued pursuant
to the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23xx, as amended, a
resolution adopted by the Authority on April 17, 1996 and an
Indenture of Trust dated as of May 1, 1996 (which Indenture
as from time to time amended and supplemented is herein
referred to as the "Indenture"), duly executed and delivered
by the Authority to the Trustee, and are equally and ratably
secured by and entitled to the protection of the Indenture,
which is on file in the office of the Trustee.

     Pledge and Security.  Pursuant to the Indenture, the
Authority has assigned to the Trustee all of its right,
title and interest in and to a Loan Agreement (which Loan
Agreement as from time to time amended and supplemented is
herein referred to as the "Agreement") dated as of May 1,
1996 between the Authority and the Borrower, and the
Mortgage Bonds (as hereinafter defined) (except for certain
enforcement and indemnification rights which are reserved in
the Indenture), including all rights to receive loan
payments sufficient to pay the principal of, premium, if
any, and interest and all other amounts due on the Bonds as
the same become due, to be made by the Borrower pursuant to
the Agreement.  The Agreement sets forth the terms and
conditions under which the Authority will provide for
financing of the Project and under which the Borrower will
use and occupy the Project and make loan payments to the
Authority in such amounts as are necessary to pay the
principal of, premium, if any, and interest on the Bonds. 
To secure such loan payments and the Borrower's obligation
to make payments in respect of the Purchase Price (as
defined below) of this bond, the Borrower has issued and
delivered to the Trustee its 1996 Series B First Mortgage
Bonds (the "Mortgage Bonds") issued under the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, as
amended and supplemented, between the Borrower and Bankers
Trust Company, as Mortgage Trustee (as amended and
supplemented from time to time, the "Mortgage") bearing
interest at a rate of interest equal to the interest rate
applicable to the Bonds and in an aggregate principal amount
equal to the principal amount of, and with the same maturity
date as, the Bonds.  As provided in the Indenture, payments
of principal of the Mortgage Bonds shall, upon receipt by
the Trustee, be deemed to constitute payments in
corresponding amounts by the Borrower in respect of the
Bonds.  Reference is hereby made to the Indenture for the
definition of any capitalized word or term used but not
defined herein and for a description of the property
pledged, assigned and otherwise available for the payment of
the Bonds, the provisions, among others, with respect to the
nature and extent of the security, the rights, duties and
obligations of the Authority, the Trustee and the owners of
the Bonds, and the terms upon which the Bonds are issued and
secured, and the holders of the Bonds are deemed to assent
to the provisions of the Indenture by the acceptance of this
bond.

     Standby Bond Purchase Agreement.  The Purchase Price
(as defined below) of this bond is payable from moneys
demanded by the Paying Agent under a standby bond purchase
agreement (together with any extensions, amendments and
renewals thereof, the "Standby Bond Purchase Agreement")
provided by the Bank (as defined in the Indenture) with an
initial available commitment of $__________ for the payment
of the Purchase Price.  The Standby Bond Purchase Agreement
initially expires on January 21, 1998 but may be terminated
earlier upon the occurrence of certain events set forth in
the Agreement, the Indenture and the Standby Bond Purchase
Agreement or extended as provided in the Standby Bond
Purchase Agreement.  The Borrower may substitute for the
Standby Bond Purchase Agreement in whole or in part, one or
more new liquidity facilities (each an "Alternate Liquidity
Facility") as provided in the Indenture, the Agreement and
the Standby Bond Purchase Agreement.  Unless the Standby
Bond Purchase Agreement is extended or renewed or an
Alternate Liquidity Facility is provided in accordance with
the Agreement, the Bonds will become subject to mandatory
purchase as described below.

     Event of Default.  In case any Event of Default occurs
and is continuing, the principal amount of this bond
together with accrued interest may become or be declared
immediately due and payable in the manner and with the
effect as provided in the Indenture.

     Definitions.  The following terms are defined as
follows:

     "Business Day" means any day (i) that is not a Saturday
or Sunday, (ii) that is a day on which banks are not
required or authorized to close in New York, New York and
Hartford, Connecticut, (iii) that is a day on which banking
institutions in all of the cities in which the principal
offices of the Trustee, the Mortgage Trustee and the Paying
Agent and, if applicable, the Remarketing Agent and the Bank
are located and are not required or authorized to remain
closed and (iv) that is a day on which the New York Stock
Exchange, Inc. is not closed.

     "Effective Date" means, with respect to a Bond in the
Daily, Flexible, Weekly and Multiannual Modes, the date on
which a new Rate Period for that Bond takes effect.

     "Mode" means the period for and the manner in which the
interest rates on the Bonds are set and includes the Daily
Mode, Flexible Mode, the Weekly Mode, the Multiannual Mode
and the Fixed Rate Mode.

     "Purchase Date" means, while this bond is in the Weekly
Mode, the date on which this bond shall be required to be
purchased pursuant to a mandatory or optional tender in
accordance with the provisions hereof.

     "Rate Period" or "Period" means, when used with respect
to any particular rate of interest for a Bond in the Daily,
Flexible, Weekly or Multiannual Mode, the period during
which such rate of interest determined for such Bond will
remain in effect as described herein.  While this bond is in
the Weekly Mode, a new interest rate shall take effect on
the date such Mode takes effect and thereafter on each
Thursday.

     Conversion.  At the option of the Borrower, and upon
certain conditions provided for in the Indenture described
below, all or a portion of the Bonds (a) may be converted or
reconverted from time to time to or from the Daily Mode,
during which interest on the Bonds will be determined on
each Business Day; (b) may be converted or reconverted from
time to time to or from the Weekly Mode or Multiannual Mode,
which means that the Rate Period is, respectively, one week
or one year or any multiple of one year, (c) may be
converted or reconverted from time to time to or from the
Flexible Mode, and will have Rate Periods of from one to 270
days as provided herein, or (d) may be converted to the
Fixed Rate Mode; provided, however, that in the Multiannual
Mode the first rate period occurring after conversion to
such Mode may be shorter than the applicable multiple of one
year as provided in the Indenture.  

     While this bond is in the Weekly Mode, conversions to
any other Mode may take place only on the first Business Day
of any calendar month upon thirty (30) days' prior written
notice from the Paying Agent to the REGISTERED OWNER of this
bond.  Conversion of this bond to another Mode shall be
subject to certain conditions set forth in the Indenture. 
In the event that the conditions for a proposed conversion
to a new Mode are not met (i) such new Mode shall not take
effect on the proposed conversion date, notwithstanding any
prior notice to the Bondowners of such conversion, (ii) this
bond shall automatically convert to the Flexible Mode with a
Rate Period of one day, and (iii) this bond shall be subject
to mandatory tender for purchase as provided below.  In no
event shall the failure of this bond to be converted to
another Mode be deemed to be a Default or an Event of
Default under the Indenture as long as the Purchase Price
(as defined below) is made available on the failed
conversion date to owners of all Bonds that were to have
been converted.

     Interest While in Weekly Mode.  When this Bond is in
the Weekly Mode, the Weekly Rate in effect for each Rate
Period, (the "Effective Rate" for such Period) shall be
determined by the Remarketing Agent, not later than 10:15
A.M., New York City time, on the Effective Date.  In the
event that the Remarketing Agent fails to make such
determination or fails to announce the Effective Rate as
required with respect to any Bonds in the Weekly Mode, or if
for any reason such manner of determination shall be
determined to be invalid or unenforceable, the Rate Period
for any such Bond shall be deemed to be the Weekly Rate in
effect on the date preceding such date.  Notwithstanding
anything in this bond or in the Indenture to the contrary,
during the time that this bond is a Bank Bond, it shall bear
interest at the Bank Rate.  The Remarketing Agent shall
announce the Effective Rate by telephone to the Paying Agent
on the date of determination thereof, and shall promptly
confirm such notice in writing.  While this bond is in the
Weekly Mode, Bondowners may ascertain the Effective Rate at
any time by contacting the Paying Agent or the Remarketing
Agent.

     Each determination and redetermination of the Weekly
Rate shall be conclusive and binding on the Authority, the
Trustee, the Paying Agent, the Bank, the Borrower and the
Bondowners.

     While this bond is in the Weekly Mode, interest shall
be computed on the basis of a 365 or 366-day year, as
appropriate and actual days elapsed.  From and after the
date on which this bond becomes due, any unpaid principal
will bear interest at the then effective interest rate until
paid or duly provided for.

     Purchase of Bonds.  While this bond is in the Weekly
Mode, the REGISTERED OWNER shall have the right to tender
this bond for purchase in multiples of $100,000 at a price
(the "Purchase Price") equal to 100% of the principal amount
thereof, plus accrued interest, if any, to the Purchase
Date, upon compliance with the conditions described below,
provided that if the Purchase Date is an INTEREST PAYMENT
DATE, accrued interest shall be paid separately, and not as
part of the Purchase Price on such date.  In order to
exercise the right to tender, the REGISTERED OWNER must
deliver to the Paying Agent a written irrevocable notice of
tender substantially in the form of the Bondowner's Election
Notice set forth hereon or in such other form as is
satisfactory to the Paying Agent.  While this bond is in the
Weekly Mode, it will be purchased on the Business Day
specified in such Bondowner's Election Notice, provided such
date is at least seven calendar days after receipt by the
Paying Agent of such notice.  If the REGISTERED OWNER of
this bond has elected to require purchase as provided above,
the REGISTERED OWNER shall be deemed, by such election, to
have agreed irrevocably to sell this bond to any purchaser
determined in accordance with the provisions of the
Indenture on the date fixed for purchase at the Purchase
Price.

     Tender of this bond will not be effective and this bond
will not be purchased if at the time fixed for purchase an
acceleration of the maturity of the Bonds shall have
occurred and not have been annulled in accordance with the
Indenture.  Notice of tender of this bond is irrevocable. 
All notices of tender of Bonds shall be made to the Paying
Agent at Fleet National Bank, 777 Main Street, Hartford,
Connecticut 06115, Attention:  Corporate Trust Operations
CT/MO/0224, or such other address specified in writing by
the Paying Agent to the Bondowners.  All deliveries of
tendered Bonds, including deliveries of Bonds subject to
mandatory tender, shall be made to the Paying Agent at Fleet
National Bank, 777 Main Street, Hartford, Connecticut 06115,
Attention:  Corporate Trust Department, or such other
address specified in writing by the Paying Agent to the
Bondowners.

     This bond is subject to mandatory tender for purchase
at the Purchase Price (i) on the date of conversion or
proposed conversion from one Mode to another Mode, (ii) on
the effective date of an Alternate Liquidity Facility unless
the Trustee receives verbal notice from Moody's (to be
followed by written confirmation at the time of
substitution) (if this bond is rated by Moody's) and written
notice from S&P (if this bond is rated by S&P) that such
substitution will not result in a withdrawal or reduction
(excluding a withdrawal or reduction resulting from a change
in Modes) of the rating of this bond and (iii) on a date
that is not more than fifteen (15) or less than ten (10)
days prior to the expiration or termination of the Standby
Bond Purchase Agreement or Alternate Liquidity Facility then
in effect other than upon conversion to a new Mode.  Notice
of mandatory tender shall be given or caused to be given by
the Trustee in writing to the REGISTERED OWNER at least
thirty (30) days prior to the mandatory Purchase Date.  THE
OWNER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL AND
SURRENDER THIS BOND AT SUCH PRICE TO ANY PURCHASER
DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF THE
INDENTURE IN THE EVENT OF SUCH MANDATORY TENDER AND, ON SUCH
PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING AGENT
FOR PAYMENT OF THE PURCHASE PRICE.  From and after the
Purchase Date, no further interest on this bond shall be
payable to the REGISTERED OWNER, provided that there are
sufficient funds available on the Effective Date to pay the
Purchase Price.

     The Purchase Price of this bond shall be paid to the
REGISTERED OWNER by the Paying Agent on the Delivery Date,
which shall be the Purchase Date or any subsequent Business
Day on which this bond is delivered to the Paying Agent. 
The Purchase Price of this bond shall be paid only upon
surrender of this bond to the Paying Agent as provided
herein.  From and after the Purchase Date, no further
interest on this bond shall be payable to the REGISTERED
OWNER who gave notice of tender for purchase, provided that
there are sufficient funds available on the Purchase Date to
pay the Purchase Price.  The Purchase Price of Bonds
tendered for purchase is payable for Bonds in the Weekly
Mode by wire or bank transfer within the continental United
States in immediately available funds from the Paying Agent
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent.  If on
any date this bond is subject to mandatory tender for
purchase or is required to be purchased at the election of
the REGISTERED OWNER, payment of the Purchase Price of this
bond to such owner shall be made on the Purchase Date if
presentation and surrender of this bond is made prior to
11:00 A.M., New York City time, on the Purchase Date or on
such later Business Day upon which presentation and
surrender of this bond is made prior to 11:00 A.M., New York
City time.

     Mandatory Taxability Redemption.  In the event of a
Determination of Taxability, the Bonds shall be redeemed on
a day selected by the Borrower that is not more than 90 days
after the occurrence of such Determination of Taxability as
provided in the Indenture, at the Redemption Price equal to
100% of the principal amount thereof plus accrued interest
to the date of redemption.  Redemption under this paragraph
shall be in whole unless not less than forty-five (45) days
prior to the redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel reasonably satisfactory
to the Trustee to the effect that a redemption of less than
all of the Bonds will preserve the tax-exempt status of
interest on the remaining Bonds outstanding subsequent to
such redemption.

     General Optional Redemption.  Bonds in the Weekly Mode
are subject to redemption in whole or in part at the option
of the Authority, which option shall be exercised at the
direction of the Borrower, on any INTEREST PAYMENT DATE at a
redemption price of par plus accrued interest.

     Redemption at the Option of the Authority Upon
Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with the Agreement, the Bonds are
subject to redemption, at the option of the Authority, (i)
on a date selected by the Borrower, which date shall occur
not later than three years from the date of the Authority's
exercise of its option to so redeem, or (ii) on a date
selected by the Authority which date shall occur not less
than 210 days from the date of the Authority's exercise of
its option to so redeem, should the Borrower fail to give
notice of such events as required in the Agreement, at a
redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date.

     Mandatory Redemption of Bank Bonds.  Bank Bonds are
subject to mandatory redemption on such dates and in such
amounts as provided in the Standby Bond Purchase Agreement.

     If less than all of the Outstanding Bonds are to be
called for redemption, the Bonds (or portions thereof) to be
redeemed shall be selected as provided in the Indenture with
Bonds in the Weekly Mode being redeemed in units of
$100,000.

     In the event this bond is selected for redemption,
notice (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before
the date fixed for redemption and which notice shall be of
no effect unless such moneys are so received on or before
such date) will be mailed no more than forty-five (45) days
nor less than thirty (30) days prior to the redemption date
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent.  Failure
to mail notice to the owner of any other Bond or any defect
in the notice to such an owner shall not affect the
redemption of this bond.

     If this bond is of a denomination in excess of one
hundred thousand dollars ($100,000), portions of the
principal amount in the amount of one hundred thousand
dollars ($100,000) or any multiple thereof may be redeemed. 
If less than all of the principal amount is to be redeemed,
upon surrender of this bond to the Paying Agent, there will
be issued to the REGISTERED OWNER, without charge, a new
Bond or Bonds, at the option of the REGISTERED OWNER, for
the unredeemed principal amount.

     Notice of redemption having been duly mailed, this
bond, or the portion called for redemption, will become due
and payable on the redemption date at the applicable
redemption price and, monies for the redemption having been
deposited with the Paying Agent, from and after the date
fixed for redemption, interest on this bond (or such
portion) will no longer accrue.

     IN CERTAIN CIRCUMSTANCES SET OUT HEREIN, THIS BOND (OR
PORTION HEREOF) IS SUBJECT TO PURCHASE OR REDEMPTION, IN
EACH CASE UPON NOTICE TO OR FROM THE OWNER HEREOF AS OF A
DATE PRIOR TO SUCH PURCHASE OR REDEMPTION.  IN EACH SUCH
EVENT AND UPON DEPOSIT OF THE PURCHASE OR REDEMPTION PRICE
WITH THE PAYING AGENT ON THE PURCHASE OR REDEMPTION DATE, AS
THE CASE MAY BE, THIS BOND (OR PORTION HEREOF) SHALL CEASE
TO BE OUTSTANDING UNDER THE INDENTURE, INTEREST HEREON SHALL
CEASE TO ACCRUE AS OF THE PURCHASE OR REDEMPTION DATE, AND
THE REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO
RECEIVE THE PURCHASE OR REDEMPTION PRICE SO DEPOSITED WITH
THE PAYING AGENT UPON SURRENDER OF THIS CERTIFICATE TO THE
PAYING AGENT.

     Transfer of Bonds.  This bond is transferable by the
REGISTERED OWNER, in person or by its attorney duly
authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for
cancellation.  Upon the transfer, a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount will be issued to the transferee at the same office. 
No transfer will be effective unless represented by such
surrender and reissue.  This bond may also be exchanged at
the office of the Paying Agent for a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount without transfer to a new registered owner. 
Exchanges and transfers will be without expense to the owner
except for applicable taxes or other governmental charges,
if any.  The Paying Agent will not be required to make an
exchange or transfer of this bond (except in connection with
any optional or mandatory tender of this bond) (i) if this
bond (or any portion thereof) has been selected for
redemption or (ii) during the fifteen (15) days preceding
any date fixed for selection for redemption if this bond (or
any portion thereof) is eligible to be selected for
redemption.

     Amendment of Indenture.  The Indenture permits, with
certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations
of the Authority and the rights of the owners of the Bonds
at any time by the Authority with the consent of the Bank,
AMBAC Indemnity and of the owners of not less than 66 2/3%
in aggregate principal amount of each series of the Bonds at
the time outstanding thereunder.  Any such consent shall be
conclusive and binding upon each such owner and upon all
future owners of each Bond and of any such Bond issued upon
the transfer thereof, whether or not notation of such
consent is made thereon.  The Indenture also permits the
amendment thereof by the Authority with the consent of the
Bank and AMBAC Indemnity, but without the consent of the
owners of the Bonds for certain specified purposes.

     Limitation on Bondholder Enforcement Rights.  The owner
of this bond shall have no right to enforce the provisions
of the Indenture, to institute action to enforce the
provisions and covenants thereof or to institute, appear in
or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.

     Special Obligations of the Authority.  This bond and
the issue of which it forms a part are special obligations
of the Authority, payable solely out of the revenues or
other receipts, funds or monies of the Authority pledged
under the Indenture and from any amounts otherwise available
under the Indenture for the payment of the Bonds.  Neither
the State nor any municipality thereof shall be obligated to
pay the principal or redemption price, if any, of or
interest on this bond and neither the faith and credit nor
taxing power of the State or any municipality thereof is
pledged to such payment.  The Bonds do not now and shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by either
of them within the meaning of any constitutional or
statutory limitation.

     Estoppel Clause.  This bond is issued pursuant to and
in full compliance with the Constitution and laws of the
State.  It is hereby certified, recited and declared that
all acts, conditions and things required to exist, happen
and be performed precedent to and in the issuance of this
bond do exist, have happened and have been performed in due
time, form and manner as required by law and that the
issuance of this bond and of the issue of which it forms a
part, together with all other obligations of the Authority,
do not exceed or violate any constitutional or statutory
limitation.

     No Personal Liability.  Neither the officers, directors
or employees of the Authority or the Trustee nor any person
executing this bond shall be liable personally or be subject
to any personal liability or accountability by reason of the
issuance hereof.

     Authentication.  This bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee
[or the Paying Agent].

     Authorized Denomination.  The Bonds are issuable only
in fully registered form and while in the Weekly Mode shall
be in denominations of $100,000 or any multiple thereof.

     Persons Deemed Owners.  The Authority, the Trustee, the
Paying Agent and the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.

     IN WITNESS WHEREOF, the CONNECTICUT DEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name by
the manual or facsimile signature of its Authorized
Representative.

                                   Connecticut Development
Authority


                                   By /s/
                                   Authorized Representative

           (FORM OF CERTIFICATE OF AUTHENTICATION)

                CERTIFICATE OF AUTHENTICATION

     This bond is one of the Bonds of the issue described in
the within mentioned Indenture.

Date of Registration:

Fleet National Bank,
Trustee


By /s/                [, or
Authorized Signature


Fleet National Bank,
Paying Agent


By /s/
Authorized Signature]


                    (FORM OF ASSIGNMENT)

                         ASSIGNMENT

     FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto                                               
  the within Bond and does hereby irrevocably constitute and
appoint                                     
Attorney-in-Fact to transfer such Bond on the books kept for
the registration thereof, with full power of substitution in
the premises.

Dated:                  


                                   /s/
                                   NOTICE: The signature to
                                   this assignment must
                                   correspond with the name
                                   as it appears on the face
                                   of the within Bond in
                                   every particular.


In the presence of:


/s/
Name of State or National 
Bank or member of National 
Association of Securities 
Dealers


/s/
Authorized Officer


NOTE:     Assignment form should
          state both the name and
          address of the assignee
          in the space provided.


     The following abbreviations, when used in the
inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable
law.

TEN COM - as tenants in common
UNIF GIFT MIN ACT 
TEN ENT - as tenants by the entirety           Custodian     
  
JT TEN  - as joint tenants with rights  (Cust)          
(Minor)
     of survivorship and not as
     tenants in common
          Act                     
             (State)

Additional abbreviations may also be used though not set
forth in the list above.



     The following is the Bondowner's Election Notice
described herein:

                 BONDOWNERS ELECTION NOTICE

              Connecticut Development Authority
               Pollution Control Revenue Bonds
          (The Connecticut Light and Power Company
                   Project - 1996A Series)


Principal           Principal Amount         Bond Purchase
 Amount   CUSIP     Tendered for Purchase    Numbers   Date


     The undersigned hereby certifies that it is the
registered owner of the Bonds described above (the "Tendered
Bonds"), all of which are in the Weekly Mode, and hereby
agrees that the delivery of this instrument of transfer to
the Paying Agent constitutes an irrevocable offer to sell
the Tendered Bonds to the Borrower or its designee on the
Purchase Date, which shall be a Business Day at least seven
(7) calendar days following delivery of this instrument, at
a purchase price equal to the unpaid principal balance
thereof plus accrued and unpaid interest thereon to the
Purchase Date (the "Purchase Price").  The undersigned
acknowledges and agrees that this election notice is
irrevocable and that the undersigned will have no further
rights with respect to the Tendered Bonds except payment,
upon presentation and surrender of the Tendered Bonds, of
the Purchase Price by payment by wire or bank transfer
within the continental United States from the Paying Agent
to the undersigned at its address as shown on the
registration books of the Paying Agent (i) on the Purchase
Date if the Tendered Bonds shall have been surrendered to
the Paying Agent prior to 11:00 A.M., New York City time, on
the Purchase Date or (ii) on any Delivery Date subsequent to
the Purchase Date on which Tendered Bonds are delivered to
the Paying Agent by 11:00 A.M., New York City time, provided
that for so long as the Bonds are in the Book-Entry Only
System, physical surrender of the Bonds to the Paying Agent
shall not be required and the Bonds shall be tendered
pursuant to the procedures described in the Indenture
referred to below.

     Except as otherwise indicated herein and unless the
context otherwise requires, the terms used herein shall have
the meanings set forth in the Indenture dated as of May 1,
1996, as amended and restated as of January 1, 1997,
relating to the Bonds.

Date:

Signature(s)

/s/


/s/


/s/
Street    City     State    Zip


     IMPORTANT: The above signature(s) must correspond with
the name(s) as set forth on the face of the Tendered Bond(s)
with respect to which this Bondowner's Election Notice is
being delivered without any change whatsoever.  If this
notice is signed by a person other than the registered owner
of any Tendered Bond(s), the Tendered Bond(s) must be either
endorsed on the Assignment appearing on each Bond or
accompanied by appropriate bond powers, in each case signed
exactly as the name or names of the registered owner or
owners appear on the bond register.  The method of
presenting this notice to the Paying Agent is the choice of
the person making such presentation.  If it is made by mail,
it should be by registered mail with return receipt
requested.


                (END OF FORM OF WEEKLY BOND)
                 (FORM OF MULTIANNUAL BOND)
$                                                     No. R-
     ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE
     AT THE TIMES AND AT THE PLACE REQUIRED HEREIN SHALL
     HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE RIGHT TO
     RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND
     SURRENDER OF THIS BOND TO THE PAYING AGENT AS DESCRIBED
     HEREIN, AND SHALL HOLD THIS BOND AS AGENT FOR THE
     PAYING AGENT.

     NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
     THEREOF IS OBLIGATED TO PAY, AND NEITHER THE FAITH AND
     CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR
     ANY MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF,
     THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON THIS
     BOND.  

     Municipal Bond Insurance Policy No. _____________ (the
     "Policy") with respect to payments due for principal of
     and interest on this Bond has been issued by AMBAC
     Indemnity Corporation ("AMBAC Indemnity").  The Policy
     has been delivered to the United States Trust Company
     of New York, New York, New York, as the Insurance
     Trustee under said Policy and will be held by such
     Insurance Trustee or any successor insurance trustee. 
     The Policy is on file and available for inspection at
     the principal office of the Insurance Trustee and a
     copy thereof may be secured from AMBAC Indemnity or the
     Insurance Trustee.  All payments required to be made
     under the Policy shall be made in accordance with the
     provisions thereof.  The owner of this Bond
     acknowledges and consents to the subrogation rights of
     AMBAC Indemnity as more fully set forth in the Policy.

              Connecticut Development Authority
               Pollution Control Revenue Bond
     (The Connecticut Light and Power Company Project -
                        1996A Series)

DATE OF THIS BOND:
(Date as of which Bonds of this series were initially
issued)

MATURITY DATE:  May 1, 2031

INTEREST RATE:
(To Next Purchase Date)

NEXT PURCHASE DATE:

INTEREST PAYMENT DATES:
(i)  the first day of the sixth full calendar month after
the Mode takes effect and the first day of
     each sixth calendar month thereafter, and (ii) the
Maturity Date

COMMENCEMENT DATE OF RATE PERIOD:

CURRENT EFFECTIVE DATE:

REGISTERED OWNER:

PRINCIPAL AMOUNT:

CUSIP NUMBER:

MODE:  Multiannual

     CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a
body corporate and politic constituting a public
instrumentality and political subdivision of the State of
Connecticut (the "State"), for value received, hereby
promises to pay to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from the sources and
in the manner hereinafter provided, upon presentation and
surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT and in like manner to pay
interest on the unpaid principal balance thereof, until the
Authority's obligation with respect to the payment of such
sum shall be discharged.  Interest shall be payable from the
most recent INTEREST PAYMENT DATE, as defined below, to
which interest has been paid or duly provided for or, if no
interest has been paid, from the DATE OF THIS BOND until
paid in full, at the rates set forth below, payable on each
INTEREST PAYMENT DATE.  Until conversion to the Daily,
Flexible, Weekly or Fixed Rate Mode as provided below, this
bond shall bear interest at the Multiannual Rate.  The
Multiannual Rate shall be the rate of interest determined by
the Remarketing Agent designated as provided in the
Indenture (herein, with its successors, the "Remarketing
Agent"), for each Rate Period, as defined below, to be the
lowest rate which in its judgment, on the basis of
prevailing financial market conditions, would permit the
sale of the Bonds (as defined below) with the same Rate
Period at par plus accrued interest on and as of the
Effective Date, as defined below.  If this bond is converted
to the Daily, Flexible, Weekly or Fixed Rate Mode it shall
bear interest at the Daily, Flexible, Weekly or Fixed Rate,
as the case may be, as defined in the Indenture.  The
Remarketing Agent shall determine the initial Multiannual
Rate on or before the date of issue in or of conversion to
the Multiannual Mode, which rate shall remain in effect as
provided in the Indenture.  Thereafter, the Remarketing
Agent shall redetermine the Multiannual Rate for each Rate
Period as provided below.  If any payment, redemption or
maturity date for principal, premium or interest shall not
be a Business Day, then the payment thereof may be made on
the next succeeding Business Day with the same force and
effect as if made on the specified payment date and no
interest shall accrue for the period after the specified
payment date.

     Payment of Principal and Interest.  While this bond is
in the Multiannual Mode, the principal of and premium, if
any, on this bond are payable when due by wire or bank
transfer in immediately available funds to the REGISTERED
OWNER hereof but only upon presentation and surrender of
this bond at the office of Fleet National Bank, 777 Main
Street, Hartford, Connecticut 06115, as Paying Agent (with
its successors in such capacity, the "Paying Agent"). 
Interest on this bond while in the Multiannual Mode, is
payable by check or draft in immediately available funds,
mailed on the applicable payment date by the Paying Agent to
the REGISTERED OWNER determined as of the close of business
on the applicable record date, at its address as shown on
the registration books.  The Purchase Price (as defined
below) of Bonds tendered for purchase shall be paid as
provided below.

     The record date for payment of interest while this bond
is in the Multiannual Mode is the fifteenth day of the month
immediately preceding the date on which interest is to be
paid, provided that with respect to overdue interest or
interest payable on redemption of this bond other than on an
INTEREST PAYMENT DATE or interest on any overdue amount, the
Trustee may establish a special record date.  The special
record date may be not more than thirty (30) days before the
date set for payment.  The Paying Agent will mail notice of
a special record date to the Bondowners at least ten (10)
days before the special record date.  The Paying Agent will
promptly certify to the Authority, the Trustee and the
Remarketing Agent that it has mailed such notice to all
Bondowners, and such certificate will be conclusive evidence
that notice was given in the manner required hereby.

     Authorization and Purpose.  This bond is one of an
authorized issue of Bonds of the Authority in the aggregate
principal amount of $62,000,000 designated:  Pollution
Control Revenue Bonds (The Connecticut Light and Power
Company Project - 1996A Series) (the "Bonds") which are
issued for the purpose of financing certain capital projects
for the benefit of The Connecticut Light and Power Company
(the "Borrower"), a corporation organized and existing under
the laws of the State of Connecticut and paying necessary
expenses incidental thereto. The project consists of certain
capital projects, including additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower (the "Project").  The Bonds are issued pursuant
to the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23xx, as amended, a
resolution adopted by the Authority on April 17, 1996 and an
Indenture of Trust dated as of May 1, 1996 (which Indenture
as from time to time amended and supplemented is herein
referred to as the "Indenture"), duly executed and delivered
by the Authority to the Trustee, and are equally and ratably
secured by and entitled to the protection of the Indenture,
which is on file in the office of the Trustee.

     Pledge and Security.  Pursuant to the Indenture, the
Authority has assigned to the Trustee all of its right,
title and interest in and to a Loan Agreement (which Loan
Agreement as from time to time amended and supplemented is
herein referred to as the "Agreement") dated as of May 1,
1996 between the Authority and the Borrower, and the
Mortgage Bonds (as hereinafter defined) (except for certain
enforcement and indemnification rights which are reserved in
the Indenture), including all rights to receive loan
payments sufficient to pay the principal of, premium, if
any, of and interest and all other amounts due on the Bonds
as the same become due, to be made by the Borrower pursuant
to the Agreement.  The Agreement sets forth the terms and
conditions under which the Authority will provide for
financing of the Project and under which the Borrower will
use and occupy the Project and make loan payments to the
Authority in such amounts as are necessary to pay the
principal of, premium, if any, and interest on the Bonds. 
To secure such loan payments and the Borrower's obligation
to make payments in respect of the Purchase Price (as
defined below) of this bond, the Borrower has issued and
delivered to the Trustee its 1996 Series B First Mortgage
Bonds (the "Mortgage Bonds") issued under the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, as
amended and supplemented, between the Borrower and Bankers
Trust Company, as Mortgage Trustee (as amended and
supplemented from time to time, the "Mortgage") bearing
interest at a rate of interest equal to the interest rate
applicable to the Bonds and in an aggregate principal amount
equal to the principal amount of, and with the same maturity
date as, the Bonds.  As provided in the Indenture, payments
of principal of the Mortgage Bonds shall, upon receipt by
the Trustee, be deemed to constitute payments in
corresponding amounts by the Borrower in respect of the
Bonds.  Reference is hereby made to the Indenture for the
definition of any capitalized word or term used but not
defined herein and for a description of the property
pledged, assigned and otherwise available for the payment of
the Bonds, the provisions, among others, with respect to the
nature and extent of the security, the rights, duties and
obligations of the Authority, the Trustee and the owners of
the Bonds, and the terms upon which the Bonds are issued and
secured, and the holders of the Bonds are deemed to assent
to the provisions of the Indenture by the acceptance of this
bond.

     Event of Default:  In case any Event of Default occurs
and is continuing, the principal amount of this bond
together with accrued interest may become or be declared
immediately due and payable in the manner and with the
effect as provided in the Indenture.

     Definitions.  The following terms are defined as
follows:

     "Business Day" means any day (i) that is not a Saturday
or Sunday, (ii) that is a day on which banks are not
required or authorized to close in New York, New York and
Hartford, Connecticut, (iii) that is a day on which banking
institutions in all of the cities in which the principal
offices of the Trustee, the Mortgage Trustee and the Paying
Agent and, if applicable, the Remarketing Agent are located
and are not required or authorized to remain closed and (iv)
that is a day on which the New York Stock Exchange, Inc. is
not closed.

     "Effective Date" means, with respect to a Bond in the
Daily, Flexible, Weekly and Multiannual Modes, the date on
which a new Rate Period for that Bond takes effect.

     "Mode" means the period for and the manner in which the
interest rates on the Bonds are set and includes the Daily
Mode, the Flexible Mode, the Weekly Mode, the Multiannual
Mode and the Fixed Rate Mode.

     "Purchase Date" means, while this bond is in the
Multiannual Mode, the date on which this bond shall be
required to be purchased pursuant to a mandatory tender in
accordance with the provisions hereof.

     "Rate Period" or "Period" means, when used with respect
to any particular rate of interest for a Bond in the Daily,
Flexible, Weekly or Multiannual Mode, the period during
which such rate of interest determined for such Bond will
remain in effect as described herein.

     Conversion.  At the option of the Borrower, and upon
certain conditions provided for in the Indenture described
below, all or a portion of the Bonds (a) may be converted or
reconverted from time to time to or from the Daily Mode,
during which interest on the Bonds will be determined on
each Business Day; (b) may be converted or reconverted from
time to time to or from the Weekly Mode or Multiannual Mode,
which means that the Rate Period is, respectively, one week
or one year or any multiple of one year, (c) may be
converted or reconverted from time to time to or from the
Flexible Mode, and will have Rate Periods of from one to 270
days as provided herein, or (d) may be converted to the
Fixed Rate Mode; provided, however, that in the Multiannual
Mode the first rate period occurring after conversion to
such Mode may be shorter or longer than the applicable
multiple of one year as provided in the Indenture.  While
this bond is in the Multiannual Mode, a new interest rate
shall take effect on the date such Mode takes effect and
thereafter on the INTEREST PAYMENT DATE ending the Rate
Period designated by the Borrower.

     While this bond is in the Multiannual Mode, conversions
to any other Mode, or conversions to new Rate Periods of the
same or different lengths while in the Multiannual Mode, may
take place only on a date which would have been an Effective
Date for this bond (or if conversion is to the Daily,
Flexible or Weekly Mode and such day is not a Business Day,
the first Business Day thereafter), or on any applicable
general optional redemption date provided that the then
holder of this bond is paid the appropriate redemption
price.  Conversion of this bond to another Mode or to a new
Rate Period in the Multiannual Mode of the same or different
length, shall be subject to certain conditions set forth in
the Indenture.  In the event that the conditions for a
proposed conversion to a new Mode, or to a new Rate Period
in the Multiannual Mode of the same or different length are
not met (i) such new Mode or Rate Period shall not take
effect on the proposed conversion date, notwithstanding any
prior notice to the Bondowners of such conversion and (ii)
this bond shall automatically convert to the Flexible Mode
with a Rate Period of one day.  In no event shall the
failure of this bond to be converted to another Mode or Rate
Period be deemed to be a Default or an Event of Default
under the Indenture as long as the Purchase Price (as
defined below) is made available on the failed conversion
date to owners of all Bonds that were to have been
converted.

     Interest While in Multiannual Mode.  When this bond is
in any Multiannual Mode, the Multiannual Rate in effect for
each Rate Period (the "Effective Rate" for such Period)
shall be determined not later than two (2) Business Days
prior to the Effective Date.  If the Remarketing Agent fails
to make such determination or fails to announce the
Effective Rate as required with respect to any Bonds in the
Multiannual Mode, or if for any reason such manner of
determination shall be determined to be invalid or
unenforceable, the rate to take effect on any Effective Date
shall be automatically converted to the Flexible Mode with a
Rate Period of one day.  The Remarketing Agent shall
announce the Effective Rate by telephone to the Paying Agent
on the date of determination thereof, and shall promptly
confirm such notice in writing.  
     Each determination and redetermination of the
Multiannual Rate shall be conclusive and binding on the
Authority, the Trustee, the Paying Agent, the Borrower and
the Bondowners.

     While this bond is in the Multiannual Mode, interest
shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.  From and after the date on which
this bond becomes due, any unpaid principal will bear
interest at the then effective interest rate until paid or
duly provided for.

     Purchase of Bonds.  While this bond is in the
Multiannual Mode, this bond is subject to mandatory tender
for purchase at a price (the "Purchase Price") equal to 100%
of the principal amount thereof, plus accrued interest, if
any, on each Effective Date.  THE OWNER OF THIS BOND, BY
ACCEPTANCE HEREOF, AGREES TO SELL AND SURRENDER THIS BOND IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT AND, ON THE
PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING AGENT
FOR PAYMENT OF THE PURCHASE PRICE.  UPON DEPOSIT OF THE
PURCHASE PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE,
THIS BOND SHALL BE DEEMED TENDERED FOR PURCHASE AND SHALL
CEASE TO BE OUTSTANDING UNDER THE AGREEMENT, INTEREST HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE
REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO RECEIVE
THE PURCHASE PRICE SO DEPOSITED WITH THE PAYING AGENT UPON
SURRENDER OF THIS CERTIFICATE TO THE PAYING AGENT.  All
deliveries of tendered Bonds shall be made to the Paying
Agent at Fleet National Bank, 777 Main Street, Hartford,
Connecticut 06115, Attention Corporate Trust Operations
CT/MO/0224, or such other address specified in writing by
the Paying Agent to the Bondowners.  

     Notwithstanding the foregoing, in the event that the
Rate Period to take effect on the Effective Date for Bonds
in the Multiannual Mode is to be of the same duration as the
Rate Period ending on the day prior to said Effective Date
for such Bonds, such Bonds need not be tendered by the owner
thereof if such owner shall have given irrevocable written
or telephone notice (promptly confirmed in writing by
telecopier), not less than 10 Business Days' prior to said
Effective Date to the Paying Agent of its election not to
tender ("Notice of Election to Retain Bonds") the Bonds for
purchase.  Notices of Election to Retain Bonds received
after 2:00 P.M. on any Business Day shall be deemed to be
received on the next succeeding Business Day.  A Notice of
Election to Retain Bonds shall be in the form attached
hereto and must specify the amount of Bonds to be retained,
which amount may represent the principal amount of such
Owner's Bonds in whole or in part, which amount shall be in
an authorized denomination.  Prior to the close of business
on the 10th Business Day preceding the Effective Date, the
Paying Agent shall notify the Remarketing Agent of the
Notices of Election to Retain Bonds received by the Paying
Agent in proper form and timely fashion and the aggregate
amount of Bonds that are to be retained upon the Effective
Date pursuant to such Notices of Election to Retain Bonds. 
The Paying Agent's determination of whether or not a Notice
of Election to Retain Bonds has been properly completed and
delivered in compliance with the requirements set forth
herein shall be binding on the Bondowner submitting the
notice.

     The Purchase Price of this bond shall be paid to the
REGISTERED OWNER by the Paying Agent on the Delivery Date,
which shall be the Purchase Date or any subsequent Business
Day on which this bond is delivered to the Paying Agent. 
The Purchase Price of this bond shall be paid only upon
surrender of this bond to the Paying Agent as provided
herein.  From and after the Purchase Date, no further
interest on this bond shall be payable to the REGISTERED
OWNER provided that there are sufficient funds available on
the Purchase Date to pay the Purchase Price.  The Purchase
Price of Bonds is payable for Bonds in the Multiannual Mode
by wire of bank transfer in immediately available funds from
the Paying Agent to the REGISTERED OWNER at its address
shown on the registration books maintained by the Paying
Agent.  If on any date this bond is subject to mandatory
tender for purchase, payment of the Purchase Price of this
bond to such owner shall be made on the Purchase Date if
presentation and surrender of this bond is made prior to
11:00 A.M., New York City time, on the Purchase Date or on
such later Business Day upon which presentation and
surrender of this bond is made prior to 11:00 A.M., New York
City time.

     Mandatory Taxability Redemption.  In the event of a
Determination of Taxability, the Bonds shall be redeemed on
a day selected by the Borrower that is more than 90 days
after the occurrence of such Determination of Taxability as
provided in the Indenture, at the Redemption Price equal to
100% of the principal amount thereof plus accrued interest
to the date of redemption.  Redemption under this paragraph
shall be in whole unless not less than forty-five (45) days
prior to the redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel reasonably satisfactory
to the Trustee to the effect that a redemption of less than
all of the Bonds will preserve the tax-exempt status of
interest on the remaining Bonds outstanding subsequent to
such redemption.  Any Bond in the Multiannual Mode that has
a Purchase Date prior to the redemption date established for
that Bond pursuant to the preceding sentence shall be
redeemed on that Purchase Date.

     General Optional Redemption.  In the Multiannual Mode
and after the expiration of the applicable No Call Period
(measured from the COMMENCEMENT DATE OF RATE PERIOD) set
forth in the following schedule, the Bonds shall be subject
to redemption at the option of the Authority which shall be
exercised at the direction of the Borrower in whole or in
part at any time at the following redemption prices
expressed as a percentage of the principal amount redeemed,
plus interest accrued to the redemption date:

Length of
Multiannual              Redemption
Rate Period              No Call Period      Price

Greater than 15 years       10 years    102%, declining by
                                        1/2% on each
                                        succeeding
                                        anniversary
                                        of the end of the 
                                        no call period until
                                        reaching 100% and
                                        thereafter at 100%

Greater than 10, but         8 years    101 1/2%, declining
not greater than                        by 1/2% on each
15 years                                succeeding anniversary
                                        of the end of the no 
                                        call period until
                                        reaching 100% and
                                        thereafter at 100%

Greater than 5, but          5 years    101%, declining by
not greater than 10                     1/2% on the next
years                                   anniversary of the end
                                        of the no call period
                                        and thereafter at 100%
5 years or less     Bonds not subject 
                    to optional 
                    redemption until
                    commencement of
                    next Rate Period.

     Extraordinary Optional Redemption.  In addition, at the
option of the Authority, which option shall be exercised
upon the direction of and the giving of notice by the
Borrower of its intention to prepay amounts due under the
Agreement, the Bonds are subject to redemption prior to
maturity as a whole at any time at a Redemption Price equal
to 100% of the principal amount thereof plus accrued
interest to the date of redemption, if any one or more of
the events of casualty to or condemnation of the Project or
the Plant, change in law, or other events described in the
Agreement shall have occurred, as evidenced in each case by
the filing of a certificate of an Authorized Representative
of the Borrower.  The Borrower's right to direct the
redemption of the Bonds in the Multiannual Mode upon the
occurrence of any event as set forth in the Agreement shall
expire six (6) months, and any such redemption shall occur
within nine (9) months, after such event occurs.

     Redemption at the Option of the Authority Upon
Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with the Agreement, the Bonds are
subject to redemption, at the option of the Authority, (i)
on a date selected by the Borrower, which date shall occur
not later than three years from the date of the Authority's
exercise of its option to so redeem, or (ii) on a date
selected by the Authority which date shall occur not less
than 210 days from the date of the Authority's exercise of
its option to so redeem, should the Borrower fail to give
notice of such events as required in the Agreement, at a
redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date.

     If less than all of the Outstanding Bonds are to be
called for redemption, the Bonds (or portions thereof) to be
redeemed shall be selected as provided in the Indenture with
Bonds in the Multiannual Mode being redeemed in units of
$5,000.

     In the event this bond is selected for redemption,
notice (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before
the date fixed for redemption and which notice shall be of
no effect unless such moneys are so received on or before
such date) will be mailed no more than forty-five (45) days
nor less than thirty (30) days prior to the redemption date
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent; provided,
however, in the event of a Determination of Taxability, no
notice shall be given to the owner of any Bond in the
Multiannual Mode that has a Purchase Date prior to the
Redemption Date.  Failure to mail notice to the owner of any
other Bond or any defect in the notice to such an owner
shall not affect the redemption of this bond.

     If this bond is of a denomination in excess of five
thousand dollars ($5,000), portions of the principal amount
in the amount of five thousand dollars ($5,000) or any
multiple thereof may be redeemed.  If less than all of the
principal amount is to be redeemed, upon surrender of this
bond to the Paying Agent, there will be issued to the
REGISTERED OWNER, without charge, a new Bond or Bonds, at
the option of the REGISTERED OWNER, for the unredeemed
principal amount.

     Notice of redemption having been duly mailed, this
bond, or the portion called for redemption, will become due
and payable on the redemption date at the applicable
redemption price and, moneys for the redemption having been
deposited with the Paying Agent, from and after the date
fixed for redemption, interest on this bond (or such
portion) will no longer accrue.

     IN CERTAIN CIRCUMSTANCES SET OUT HEREIN, THIS BOND (OR
PORTION HEREOF) IS SUBJECT TO PURCHASE OR REDEMPTION.  IN
EACH SUCH EVENT AND UPON DEPOSIT OF THE PURCHASE OR
REDEMPTION PRICE WITH THE PAYING AGENT ON THE PURCHASE OR
REDEMPTION DATE, AS THE CASE MAY BE, THIS BOND (OR PORTION
HEREOF) SHALL CEASE TO BE DEEMED TO BE OUTSTANDING UNDER THE
INDENTURE, INTEREST HEREON SHALL CEASE TO ACCRUE AS OF THE
PURCHASE OR REDEMPTION DATE, AND THE REGISTERED OWNER HEREOF
SHALL BE ENTITLED ONLY TO RECEIVE THE PURCHASE OR REDEMPTION
PRICE SO DEPOSITED WITH THE PAYING AGENT ONLY UPON SURRENDER
OF THIS CERTIFICATE TO THE PAYING AGENT.

     Transfer of Bonds.  This bond is transferable by the
REGISTERED OWNER, in person or by its attorney duly
authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for
cancellation.  Upon the transfer, a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount will be issued to the transferee at the same office. 
No transfer will be effective unless represented by such
surrender and reissue.  This bond may also be exchanged at
the office of the Paying Agent for a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount without transfer to a new registered owner. 
Exchanges and transfers will be without expense to the owner
except for applicable taxes or other governmental charges,
if any.  The Paying Agent will not be required to make an
exchange or transfer of this bond (except in connection with
any optional or mandatory tender of this bond) (i) if this
bond (or any portion thereof) has been selected for
redemption or (ii) during the fifteen (15) days preceding
any date fixed for selection for redemption if this bond (or
any portion thereof) is eligible to be selected for
redemption.

     Amendment of Indenture.  The Indenture permits, with
certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations
of the Authority and the rights of the owners of the Bonds
at any time by the Authority with the consent of AMBAC
Indemnity and of the owners of not less than 66 2/3% in
aggregate principal amount of each series of the Bonds at
the time outstanding thereunder.  Any such consent shall be
conclusive and binding upon each such owner and upon all
future owners of each Bond and of any such Bond issued upon
the transfer thereof, whether or not notation of such
consent is made thereon.  The Indenture also permits the
amendment thereof by the Authority with the consent of AMBAC
Indemnity, but without the consent of the owners of the
Bonds for certain specified purposes.

     Limitation on Bondholder Enforcement Rights.  The owner
of this bond shall have no right to enforce the provisions
of the Indenture, to institute action to enforce the
provisions and covenants thereof or to institute, appear in
or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.

     Special Obligations of the Authority.  This bond and
the issue of which it forms a part are special obligations
of the Authority, payable solely out of the revenues or
other receipts, funds or moneys of the Authority pledged
under the Indenture and from any amounts otherwise available
under the Indenture for the payment of the Bonds.  Neither
the State nor any municipality thereof shall be obligated to
pay the principal or redemption price, if any, of or
interest on this bond and neither the faith and credit nor
taxing power of the State or any municipality thereof is
pledged to such payment.  The Bonds do not now and shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by either
of them within the meaning of any constitutional or
statutory limitation.

     Estoppel Clause.  This bond is issued pursuant to and
in full compliance with the Constitution and laws of the
State.  It is hereby certified, recited and declared that
all acts, conditions and things required to exist, happen
and be performed precedent to and in the issuance of this
bond do exist, have happened and have been performed in due
time, form and manner as required by law and that the
issuance of this bond and of the issue of which it forms a
part, together with all other obligations of the Authority,
do not exceed or violate any constitutional or statutory
limitation.

     No Personal Liability.  Neither the officers, directors
or employees of the Authority or the Trustee nor any person
executing this bond shall be liable personally or be subject
to any personal liability or accountability by reason of the
issuance hereof.

     Authentication.  This bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee
[or the Paying Agent].

     Authorized Denomination.  The Bonds are issuable only
in fully registered form and while in the Multiannual Mode
shall be in denominations of $5,000 or any multiple thereof.

     Persons Deemed Owners.  The Authority, the Trustee, the
Paying Agent and the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.

     IN WITNESS WHEREOF, the CONNECTICUT DEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name by
the manual or facsimile signature of its Authorized
Representative.

                                   Connecticut Development
Authority


                                   By/s/
                                   Authorized Representative

           (FORM OF CERTIFICATE OF AUTHENTICATION)

                CERTIFICATE OF AUTHENTICATION

     This bond is one of the Bonds of the issue described in
the within mentioned Indenture.

Date of Registration:

Fleet National Bank,
Trustee


By /s/                             [,or
Authorized Signature


Fleet National Bank,
Paying Agent


By /s/
Authorized Signature]


                    (FORM OF ASSIGNMENT)

                         ASSIGNMENT

     FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto                                               
  the within Bond and does hereby irrevocably constitute and
appoint                                     
Attorney-in-Fact to transfer such Bond on the books kept for
the registration thereof, with full power of substitution in
the premises.

Dated:                  


                                   /s/
                                   NOTICE: The signature to
                                   this assignment must
                                   correspond with the name
                                   as it appears on the face
                                   of the within Bond in
                                   every particular.


In the presence of:


/s/
Name of State or National 
Bank or member of National 
Association of Securities 
Dealers


/s/
Authorized Officer


NOTE:     Assignment form should
          state both the name and
          address of the assignee
          in the space provided.


     The following abbreviations, when used in the
inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable
law.

TEN COM - as tenants in common
UNIF GIFT MIN ACT 
TEN ENT - as tenants by the entirety           Custodian     
  
JT TEN  - as joint tenants with rights  (Cust)          
(Minor)
     of survivorship and not as
     tenants in common
          Act                     
             (State)

Additional abbreviations may also be used though not set
forth in the list above.


NOTICE OF ELECTION TO RETAIN BONDS

Connecticut Development Authority
Pollution Control Revenue Bonds
(The Connecticut Light and Power Company Project - 1996A
Series)



     In the event that the Rate Period following the Effective
Date for the Bonds described below is to be of the same
duration as the Rate Period ending on the day prior to said
Effective Date, the undersigned registered owner of the bonds
described below (the "Retained Bonds") does hereby irrevocably
elect to retain the Retained Bonds which have become the
subject of mandatory tender for purchase on the Effective Date
to Fleet National Bank, Hartford, Connecticut, or its
successor as Paying Agent (the "Paying Agent") with respect to
the $62,000,000 Connecticut Development Authority Pollution
Control Revenue Bonds (The Connecticut Light and Power Company
Project - 1996A Series ) (the "Bonds").


                       Retained Bonds


Retained            Face Amount
Principal Amount    of Bonds Owned Bond Numbers   CUSIP
Numbers


$                   $         


Dated:

Signature(s) of Registered
Owner(s) of Retained Bonds

/s/

/s/


Street                   City           State               
     Zip


                         Area Code                Telephone
Number

Signature Guaranteed                    Federal Taxpayer
                                   Identification Number

/s/

     IMPORTANT:  (A) This Notice, duly and properly
executed, must be received by the Paying Agent no later than
2 P.M., New York City time, on the fifth (5th) day preceding
the Effective Date in order to be effective.  If this Notice
is received after 2 P.M., New York City time, on a Business
Day, it shall be deemed to be received on the next
succeeding Business Day.

     (B) The above signature(s) must correspond with the
name(s) as set forth on the face of the tendered bond(s)
with respect to which this Bondholder's Election Notice is
being delivered without any change whatsoever; and must bear
a signature guarantee by a bank or broker member of a
principal securities exchange.  The method of presenting
this notice and bond(s) to the Paying Agent is at the risk
of the person making such presentation.  If made by mail,
registered mail is recommended.

              (END OF FORM OF MULTIANNUAL BOND)
                              

                  (FORM OF FIXED RATE BOND)

$                                                     No. R-

     NEITHER THE STATE OF CONNECTICUT NOR ANY MUNICIPALITY
     THEREOF IS OBLIGATED TO PAY, AND NEITHER THE FAITH AND
     CREDIT NOR TAXING POWER OF THE STATE OF CONNECTICUT NOR
     ANY MUNICIPALITY THEREOF IS PLEDGED TO THE PAYMENT OF,
     THE PRINCIPAL, PREMIUM, IF ANY, OF OR INTEREST ON THIS
     BOND.  

     Municipal Bond Insurance Policy No. ______________ (the
     "Policy") with respect to payments due for principal of
     and interest on this Bond has been issued by AMBAC
     Indemnity Corporation ("AMBAC Indemnity").  The Policy
     has been delivered to the United States Trust Company
     of New York, New York, New York, as the Insurance
     Trustee under said Policy and will be held by such
     Insurance Trustee or any successor insurance trustee. 
     The Policy is on file and available for inspection at
     the principal office of the Insurance Trustee and a
     copy thereof may be secured from AMBAC Indemnity or the
     Insurance Trustee.  All payments required to be made
     under the Policy shall be made in accordance with the
     provisions thereof.  The owner of this Bond
     acknowledges and consents to the subrogation rights of
     AMBAC Indemnity as more fully set forth in the Policy.


              Connecticut Development Authority
               Pollution Control Revenue Bond
     (The Connecticut Light and Power Company Project -
                        1996A Series)

DATE OF THIS BOND:
(Date as of which Bonds of this Series were initially
issued)

MATURITY DATE:  May 1, 2031

INTEREST PAYMENT DATES:  May 1, and November 1, (but not
                          before          ,         )

INTEREST RATE:

REGISTERED OWNER:

PRINCIPAL AMOUNT:

CUSIP NUMBER:

MODE:  Fixed

     CONNECTICUT DEVELOPMENT AUTHORITY (the "Authority"), a
body corporate and politic constituting a public
instrumentality and political subdivision of the State of
Connecticut (the "State"), for value received, hereby
promises to pay to the REGISTERED OWNER or registered
assigns, on the MATURITY DATE, solely from the sources and
in the manner hereinafter provided, upon presentation and
surrender hereof, in lawful money of the United States of
America, the PRINCIPAL AMOUNT and in like manner to pay
interest on the unpaid principal balance thereof until the
Authority's obligation with respect to the payment of such
sum shall be discharged.  Interest shall be payable
(computed on the basis of a 360-day year consisting of
twelve 30-day months) from the most recent INTEREST PAYMENT
DATE, as defined below, to which interest has been paid or
duly provided for or, if no interest has been paid, from the
DATE OF THIS BOND at the INTEREST RATE per annum, payable
semi-annually on the INTEREST PAYMENT DATES until the date
on which this bond becomes due, whether at maturity or by
acceleration or redemption.  From and after that date, any
unpaid principal will bear interest at the same rate until
paid or duly provided for.  

     Payment of Principal and Interest.  The principal and
premium if any, of this Bond is payable in immediately
available funds to the REGISTERED OWNER hereof but only upon
presentation and surrender of this bond at the office of
Fleet National Bank, 777 Main Street, Hartford, Connecticut
06115, as Paying Agent (with its successors, the "Paying
Agent").  Interest is payable by wire or bank transfer in
immediately available funds mailed by the Paying Agent to
the REGISTERED OWNER of this bond (or of one or more
predecessor or successor Bonds (as defined below)),
determined as of the close of business on the applicable
record date, at its address as shown on the registration
books maintained by the Paying Agent.  If any payment,
redemption or maturity date for principal, premium or
interest shall not be a Business Day, then the payment
thereof may be made on the next succeeding Business Day with
the same force and effect as if made on the specified
payment date and no interest shall accrue for the period
after the specified payment date.

     The record date for payment of interest is the
fifteenth day of the month preceding the date on which the
interest is to be paid, provided that, with respect to
overdue interest or interest payable on redemption of this
bond other than on an INTEREST PAYMENT DATE or interest on
any overdue amount, the Trustee (as defined below) may
establish a special record date.  The special record date
may be not more than thirty (30) days before the date set
for payment.  The Paying Agent will mail notice of a special
record date to the registered owners of the Bonds (the
"Bondowners") at least ten (10) days before the special
record date.  The Paying Agent will promptly certify to the
Authority and the Trustee that it has mailed such notice to
all Bondowners, and such certificate will be conclusive
evidence that such notice was given in the manner required
hereby.

     Authorization and Purpose.  This bond is one of an
authorized issue of Bonds of the Authority in the aggregate
principal amount of $62,000,000 designated:  Pollution
Control Revenue Bonds (The Connecticut Light and Power
Company Project - 1996A Series) (the "Bonds") which are
issued for the purpose of financing certain capital projects
for the benefit of The Connecticut Light and Power Company
(the "Borrower"), a corporation organized and existing under
the laws of the State of Connecticut and paying necessary
expenses incidental thereto. The project consists of certain
capital projects, including additions to the pollution
control and sewage and solid waste disposal facilities of
the Borrower (the "Project").  The Bonds are issued pursuant
to the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-1a through 32-23xx, as amended, a
resolution adopted by the Authority on April 17, 1996 and an
Indenture of Trust dated as of May 1, 1996 (which Indenture
as from time to time amended and supplemented is herein
referred to as the "Indenture"), duly executed and delivered
by the Authority to the Trustee, and are equally and ratably
secured by and entitled to the protection of the Indenture,
which is on file in the office of the Trustee.

     Pledge and Security.  Pursuant to the Indenture, the
Authority has assigned to the Trustee all of its right,
title and interest in and to a Loan Agreement (which Loan
Agreement as from time to time amended and supplemented is
herein referred to as the "Agreement") dated as of May 1,
1996 between the Authority and the Borrower, and the
Mortgage Bonds (as hereinafter defined) (except for certain
enforcement and indemnification rights which are reserved in
the Indenture), including all rights to receive loan
payments sufficient to pay the principal of, premium, if
any, of and interest and all other amounts due on the Bonds
as the same become due, to be made by the Borrower pursuant
to the Agreement.  The Agreement sets forth the terms and
conditions under which the Authority will provide for
financing of the Project and under which the Borrower will
use and occupy the Project and make loan payments to the
Authority in such amounts as are necessary to pay the
principal of, premium, if any, and interest on the Bonds. 
To secure such loan payments, the Borrower has issued and
delivered to the Trustee its 1996 Series B First Mortgage
Bonds (the "Mortgage Bonds") issued under the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, as
amended and supplemented, between the Borrower and Bankers
Trust Company, as Mortgage Trustee (as amended and
supplemented from time to time, the "Mortgage") bearing
interest at a rate of interest equal to the interest rate
applicable to the Bonds and in an aggregate principal amount
equal to the principal amount of, and with the same maturity
date as, the Bonds.  As provided in the Indenture, payments
of principal of the Mortgage Bonds shall, upon receipt by
the Trustee, be deemed to constitute payments in
corresponding amounts by the Borrower in respect of the
Bonds.  Reference is hereby made to the Indenture for the
definition of any capitalized word or term used but not
defined herein and for a description of the property
pledged, assigned and otherwise available for the payment of
the Bonds, the provisions, among others, with respect to the
nature and extent of the security, the rights, duties and
obligations of the Authority, the Trustee and the owners of
the Bonds, and the terms upon which the Bonds are issued and
secured, and the holders of the Bonds are deemed to assent
to the provisions of the Indenture by the acceptance of this
bond.

     Event of Default.  In case any Event of Default occurs
and is continuing, the principal amount of this bond
together with accrued interest may be declared due and
payable in the manner and with the effect provided in the
Indenture.

     General Optional Redemption.  The Bonds are subject to
redemption pursuant to the Indenture at the option of the
Authority, which option shall be exercised at the direction
of the Borrower, as a whole or in part at any time, at the
following prices expressed in percentage of their principal
amount, plus accrued interest to the redemption date:

     Period During Which Redeemed  Redemption Price

                                                    %

     [This table shall be completed based on redemption
schedule established for this bond in the Multiannual Mode
assuming it had a Rate Period ending on the Maturity Date.]

     Extraordinary Optional Redemption.  In addition, at the
option of the Authority, which option shall be exercised
upon the direction of and the giving of notice by the
Borrower of its intention to prepay amounts due under the
Agreement, the Bonds are subject to redemption prior to
maturity as a whole at any time at a Redemption Price equal
to 100% of the principal amount thereof plus accrued
interest to the date of redemption, if any one or more of
the events of casualty to or condemnation of the Project or
the Plant, change in law, or other events described in the
Agreement shall have occurred, as evidenced in each case by
the filing of a certificate of an Authorized Representative
of the Borrower.  The Borrower's right to direct the
redemption of the Bonds in the Fixed Rate Mode upon the
occurrence of any event as set forth in the Agreement shall
expire six (6) months, and any such redemption shall occur
within nine (9) months, after such event occurs.

     Mandatory Taxability Redemption.  In the event of a
Determination of Taxability, the Bonds shall be redeemed on
a day selected by the Borrower that is not more than 90 days
after the occurrence of such Determination of Taxability as
provided in the Indenture, at the Redemption Price equal to
100% of the principal amount thereof plus accrued interest
to the date of redemption.  Redemption under this paragraph
shall be in whole unless not less than forty-five (45) days
prior to the redemption date the Borrower delivers to the
Trustee an opinion of Bond Counsel reasonably satisfactory
to the Trustee to the effect that a redemption of less than
all of the Bonds will preserve the tax-exempt status of
interest on the remaining Bonds outstanding subsequent to
such redemption.

     Redemption at the Option of the Authority Upon
Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with the Agreement, the Bonds are
subject to redemption, at the option of the Authority, (i)
on a date selected by the Borrower, which date shall occur
not later than three years from the date of the Authority's
exercise of its option to so redeem, or (ii) on a date
selected by the Authority which date shall occur not less
than 210 days from the date of the Authority's exercise of
its option to so redeem, should the Borrower fail to give
notice of such events as required in the Agreement, at a
redemption price equal to 100% of the principal amount
thereof plus accrued interest to the redemption date.

     If less than all of the Outstanding Bonds are to be
called for redemption, the Bonds (or portions thereof) to be
redeemed shall be selected as provided in the Indenture.

     In the event this bond is selected for redemption,
notice (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before
the date fixed for redemption and which notice shall be of
no effect unless such moneys are so received on or before
such date) will be mailed no more than forty-five (45) days
nor less than thirty (30) days prior to the redemption date
to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent.  Failure
to mail notice to the owner of any other Bond or any defect
in the notice to such an owner shall not affect the
redemption of this bond.

     If this bond is of a denomination in excess of five
thousand dollars ($5,000), portions of the principal amount
in the amount of five thousand dollars ($5,000) or any
multiple thereof may be redeemed.  If less than all of the
principal amount is to be redeemed, upon surrender of this
bond to the Paying Agent, there will be issued to the
REGISTERED OWNER, without charge, a new Bond or Bonds, at
the option of the REGISTERED OWNER, for the unredeemed
principal amount.

     Notice of redemption having been duly mailed, this
bond, or the portion called for redemption, will become due
and payable on the redemption date at the applicable
redemption price and, moneys for the redemption having been
deposited with the Paying Agent, from and after the date
fixed for redemption, interest on this bond (or such
portion) will no longer accrue.

     Transfer of Bonds.  This bond is transferable by the
REGISTERED OWNER, in person or by its attorney duly
authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for
cancellation.  Upon the transfer, a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount will be issued to the transferee at the same office. 
No transfer will be effective unless represented by such
surrender and reissue.  This bond may also be exchanged at
the office of the Paying Agent for a new Bond or Bonds in
authorized denominations of the same aggregate principal
amount without transfer to a new registered owner. 
Exchanges and transfers will be without expense to the owner
except for applicable taxes or other governmental charges,
if any.  The Paying Agent will not be required to make an
exchange or transfer of this bond during the fifteen (15)
days preceding any date fixed for selection for redemption
if this bond (or any portion thereof) is eligible to be
selected for redemption.

     Amendment of Indenture.  The Indenture permits, with
certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations
of the Authority and the rights of the owners of the Bonds
at any time by the Authority with the consent of AMBAC
Indemnity and of the owners of not less than 66 2/3% in
aggregate principal amount of each series of the Bonds at
the time outstanding thereunder.  Any such consent shall be
conclusive and binding upon each such owner and upon all
future owners of each Bond and of any such Bond issued upon
the transfer thereof, whether or not notation of such
consent is made thereon.  The Indenture also permits the
amendment thereof by the Authority with the consent of AMBAC
Indemnity, but without the consent of the owners of the
Bonds for certain specified purposes.

     Limitation on Bondholder Enforcement Rights.  The owner
of this bond shall have no right to enforce the provisions
of the Indenture, to institute action to enforce the
provisions and covenants thereof or to institute, appear in
or defend any suit or other proceedings with respect
thereto, except as provided in the Indenture.

     Special Obligations of the Authority.  This bond and
the issue of which it forms a part are special obligations
of the Authority, payable solely out of the revenues or
other receipts, funds or moneys of the Authority pledged
under the Indenture and from any amounts otherwise available
under the Indenture for the payment of the Bonds.  Neither
the State nor any municipality thereof shall be obligated to
pay the principal or redemption price, if any, of or
interest on this bond and neither the faith and credit nor
taxing power of the State or any municipality thereof is
pledged to such payment.  The Bonds do not now and shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by either
of them within the meaning of any constitutional or
statutory limitation.

     Estoppel Clause.  This bond is issued pursuant to and
in full compliance with the Constitution and laws of the
State.  It is hereby certified, recited and declared that
all acts, conditions and things required to exist, happen
and be performed precedent to and in the issuance of this
bond do exist, have happened and have been performed in due
time, form and manner as required by law and that the
issuance of this bond and of the issue of which it forms a
part, together with all other obligations of the Authority,
do not exceed or violate any constitutional or statutory
limitation.

     No Personal Liability.  Neither the officers, directors
or employees of the Authority or the Trustee nor any person
executing this bond shall be liable personally or be subject
to any personal liability or accountability by reason of the
issuance hereof.

     Authentication.  This bond shall not be valid or become
obligatory for any purpose or be entitled to any security or
benefit under the Indenture until the certificate of
authentication hereon shall have been signed by the Trustee
[or the Paying Agent].

     Authorized Denomination.  The Bonds are issuable only
in fully registered form in denominations of $5,000 or any
multiple thereof.

     Persons Deemed Owners.  The Authority, the Trustee, the
Paying Agent and the Borrower may treat the REGISTERED OWNER
as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.

     IN WITNESS WHEREOF, the CONNECTICUT DEVELOPMENT
AUTHORITY has caused this Bond to be executed in its name by
the manual or facsimile signature of its Authorized
Representative.

Connecticut Development Authority

By /s/
Authorized Representative

           (FORM OF CERTIFICATE OF AUTHENTICATION)

                CERTIFICATE OF AUTHENTICATION

     This bond is one of the Bonds of the issue described in
the within mentioned Indenture.


Date of Registration:

Fleet National Bank,
Trustee


By /s/                           [,or
Authorized Signature


Fleet National Bank,
Paying Agent


By /s/
Authorized Signature]

                    (FORM OF ASSIGNMENT)

                         ASSIGNMENT

     FOR VALUE RECEIVED the undersigned sells, assigns and
transfers unto                                               
  the within Bond and does hereby irrevocably constitute and
appoint                                     
Attorney-in-Fact to transfer such Bond on the books kept for
the registration thereof, with full power of substitution in
the premises.

Dated:                  


                                   /s/
                                   NOTICE: The signature to
                                   this assignment must
                                   correspond with the name
                                   as it appears on the face
                                   of the within Bond in
                                   every particular.


In the presence of:


/s/
Name of State or National 
Bank or member of National 
Association of Securities 
Dealers


/s/
Authorized Officer


NOTE:     Assignment form should
          state both the name and
          address of the assignee
          in the space provided.


     The following abbreviations, when used in the
inscription on the face of this bond, shall be construed as
though they were written out in full according to applicable
law.
TEN COM - as tenants in common     UNIF GIFT MIN ACT 
TEN ENT - as tenants by the entirety           Custodian     
  
JT TEN  - as joint tenants with rights  (Cust)          
(Minor)
     of survivorship and not as
     tenants in common
          Act                     
             (State)

Additional abbreviations may also be used though not set
forth in the list above.

              (END OF FORM OF FIXED RATE BOND)    NOW,
THEREFORE, KNOW ALL PERSONS BY THESE PRESENTS:


                      GRANTING CLAUSES

     That the Authority in consideration of the premises and
the acceptance by the Trustee of the trusts hereby created
and of the purchase and acceptance of the Bonds by the
holders and owners thereof, and of the sum of One Dollar,
lawful money of the United States of America, to it duly
paid by the Trustee at or before the execution and delivery
of these presents, and for other good and valuable
consideration, the receipt of which is hereby acknowledged,
and in order to secure the payment of the principal of,
premium, if any, and interest on the Bonds according to
their tenor and effect and all other amounts due in
connection therewith and the performance and observance by
the Authority of all the covenants expressed or implied
herein and in the Bonds, does hereby grant, bargain, sell,
convey, pledge and assign unto, and grant a security
interest in and to the Trustee, and unto its respective
successors in trust, and to their respective assigns,
forever, for the securing of the performance of the
obligations of the Authority hereinafter set forth, the
following:


                             I.

     The Financing Documents (except to the extent to which
any such document provides for the indemnification or the
payment of expenses of the Authority, rights of the
Authority to inspect the Project, receive notices and grant
approvals) including all extensions and renewals of the term
thereof, if any, together with all right, title and interest
of the Authority therein, including, but without limiting
the generality of the foregoing, the present and continuing
right to claim, collect and receive any of the moneys,
income, revenues, issues, profits and other amounts payable
or receivable thereunder, to bring actions and proceedings
thereunder or for the enforcement thereof, and to do any and
all things which the Authority is or may become entitled to
do under the Agreement and the Mortgage Bonds but reserving,
however, to the Authority rights of the Authority under
Section 6.2, 6.4 and 7.4 of the Agreement upon the
conditions therein set forth;


                             II.

     All Funds (except the Rebate Fund) and moneys therein;
and


                            III.

     All moneys and securities from time to time held by the
Trustee or the Paying Agent under the terms of this
Indenture (except moneys and securities in the Rebate Fund)
and any and all other real or personal property of every
name and nature concurrently herewith or from time to time
hereafter by delivery or by writing of any nature conveyed,
mortgaged, pledged, assigned or transferred as and for
additional security hereunder by the Authority or by anyone
in its behalf, or with its written consent, to the Trustee
or the Paying Agent, which is hereby authorized to receive
any and all such property at any and all times and to hold
and apply the same subject to the terms hereof;

     TO HAVE AND TO HOLD all and singular the trust estate,
whether now owned or hereafter acquired, unto the Trustee
and its respective successors and assigns in trust forever
to its and their own proper use and behoof but:

     IN TRUST NEVERTHELESS, upon the terms and trusts herein
set forth for the equal and proportionate benefit, security
and protection of all present and future holders and owners
of the Bonds from time to time issued and to be issued under
and secured by this Indenture without privilege, priority or
distinction as to the lien or otherwise of any of the Bonds
over any of the other Bonds;

     PROVIDED, HOWEVER, that if the Authority, its
successors or assigns, shall well and truly pay, or cause to
be paid, the principal of, premium, if any, and interest on,
the Bonds due or to become due thereon, and all other
amounts due thereunder, at the times and in the manner
mentioned in the Bonds according to their tenor, and shall
cause the payments to be made on the Bonds as required under
Article VII hereof, or shall provide, as permitted hereby,
for the payment thereof by depositing with the Trustee the
entire amount due or to become due thereon, and shall well
and truly keep, perform and observe all the covenants and
conditions pursuant to the terms of this Indenture to be
kept, performed and observed by it, and shall pay or cause
to be paid to the Trustee all sums of money due or to become
due to it in accordance with the terms and provisions of the
Agreement, the Mortgage Bonds and this Indenture, then upon
the final payment thereof this Indenture and the rights
hereby granted shall cease, determine and be void; otherwise
this Indenture to be and remain in full force and effect.

     THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is
expressly declared, that all Bonds issued and secured
hereunder are to be issued, authenticated and delivered and
all of the property, rights and interests, including,
without limitation the loan payments and other amounts
hereby assigned and pledged are to be dealt with and
disposed of under, upon and subject to the terms,
conditions, stipulations, covenants, agreements, trusts,
uses and purposes as hereinafter expressed, and the
Authority has agreed and covenanted, and does hereby agree
and covenant with the Trustee and with the respective
holders and owners of the Bonds as follows:


                          ARTICLE I

               DEFINITIONS AND INTERPRETATION

     Section 1.1.  Definitions.  As used in this Indenture:

     "Act" means the State Commerce Act, constituting
Connecticut General Statutes, Sections 32-la through
32-23xx, as amended.

     "Agreement" means the Amended and Restated Loan
Agreement of even date herewith between the Authority and
the Borrower, and any amendments and supplements thereto.

     "Alternate Liquidity Facility" means a standby bond
purchase agreement or other liquidity device issued in
accordance with Section 3.12 of the Agreement.

     "Authority" means the Connecticut Development
Authority, a body corporate and politic constituting a
public instrumentality and political subdivision of the
State of Connecticut duly organized and existing under the
laws of the State, and any body, board, authority, agency or
other political subdivision or instrumentality of the State
which shall hereafter succeed to the powers, duties and
functions thereof.

     "Authorized Investments" means United States government
obligations; obligations of the following federal agencies: 
Export-Import Bank, Farm Credit System Financial Assistance
Corporation, Rural Economic Community Development
Administration (formerly the Farmers Home Administration),
General Services Administration, U.S. Maritime
Administration, Small Business Administration, Government
National Mortgage Association, U.S. Department of Housing &
Urban Development and Federal Housing Administration, which
obligations represent the full faith and credit of the U.S.
government; commercial paper maturing in not more than 270
days after the date of purchase and having ratings of "P-1"
by Moody's and "A-1+" by S&P; savings accounts with banks or
savings and loan associations the accounts of which are
fully insured by the Federal Deposit Insurance Corp.
("FDIC"); bankers acceptances with domestic commercial banks
which have a rating on their short-term certificates of
deposit on the date of purchase of "A-1" or "A-1+" by S&P
and "P-1" by Moody's and maturing no more than 360 days
after the date of purchase; certificates of deposit of the
Trustee fully insured by the FDIC (but only to the extent
such certificates of deposit do not exceed 10% of the
amounts held in all funds and accounts hereunder); bonds or
other obligations of any state of the United States of
America or of any agency, instrumentality or local
governmental unit of any such state which are not callable
at the option of the obligor prior to maturity or as to
which irrevocable instructions have been given by the
obligor to call on the date specified in the notice and
which are rated, based on an irrevocable escrow account or
fund, in the highest rating category of S&P and Moody's; and
money market funds rated "AAAm" or "AAAm-G" or better by S&P
and registered under the Investment Company Act of 1940
(U.S.C. 809.1 et. seq.) as it may be amended from time to
time, the portfolio of which is limited to Federal
Securities.

     "Authorized Representative" means, in the case of the
Authority, the Chairman or Vice Chairman, the President, the
Executive Vice President or any Senior Vice President or any
Vice President thereof and, in the case of the Borrower, the
Chairman, Vice Chairman, President, any Vice President,
Chief Financial Officer, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary thereof and, when used with
reference to the performance of any act, the discharge of
any duty or the execution of any certificate or other
document, any officer, employee or other person authorized
to perform such act, discharge such duty or execute such
certificate or other document.

     "Bank" means any bank or banks designated from time to
time as a "Bank" under the Standby Bond Purchase Agreement,
except that if one or more Alternate Liquidity Facilities
are in effect, such term means any entity or entities
obligated to make payments under each Alternate Liquidity
Facility.

     "Bank Bonds" shall have the meaning set forth in
Section 2.3(G)(9) hereof.

     "Bank Rate" shall, at any date of determination, have
the meaning ascribed thereto in the Standby Bond Purchase
Agreement in effect on such date; provided, however, that
such rate shall in no event exceed the Maximum Interest
Rate. 

     "Beneficial Owner" shall have the meaning specified in
Section 2.3(F) hereof.  If any person claims to the Trustee
to be a Beneficial Owner, for purposes of Sections 2.4(C),
such person shall prove such claim to the satisfaction of
the Trustee with such documentation and signature guaranties
as the Trustee may request.

     "Bonds" means the $62,000,000 Pollution Control Revenue
Bonds (The Connecticut Light and Power Company Project -
1996A Series) authorized and issued pursuant to Section 2.3
hereof.

     "Bond Counsel" means Whitman Breed Abbott & Morgan or
such other nationally recognized bond counsel selected by
the Authority and reasonably satisfactory to the Borrower
and Trustee.

     "Bond Insurer" shall mean AMBAC Indemnity Corporation,
a Wisconsin-domiciled stock insurance company and any
successor entity thereto or hereunder.

     "Bondholder," "holder" or "owner" or words of similar
import when used with reference to Bonds, shall unless
otherwise specified, mean any person who shall be the
registered owner of any Outstanding Bond.

     "Borrower" means (i) The Connecticut Light and Power
Company, a corporation organized and existing under the laws
of the State of Connecticut, and its successors and assigns
and (ii) any surviving, resulting or transferee corporation
as provided in Section 6.1 of the Agreement.

     "Borrower Bonds" means any Bond registered to the
Borrower pursuant to Section 9.19(A) hereof.

     "Business Day" means any day (i) that is not a Saturday
or Sunday, (ii) that is a day on which banks located in
Hartford, Connecticut and New York, New York are not
required or authorized to remain closed, (iii) that is a day
on which banking institutions in all of the cities in which
the principal offices of the Trustee, the Mortgage Trustee
and the Paying Agent and, if applicable, the Remarketing
Agent and the Bank are located and are not required or
authorized to remain closed and (iv) that is a day on which
the New York Stock Exchange, Inc. is not closed.

     "Cede & Co." means the nominee for The Depository Trust
Company (DTC), who shall act as securities depository for
the Bonds.

     "Code" means the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder.

     "Conversion Date" means the date on which a new Mode
becomes effective with respect to a Bond, and with respect
to a Bond in the Multiannual Mode, the date on which a new
Rate Period becomes effective.

     "Daily Mode" has the meaning set forth in the form of
Daily Bonds.

     "Daily Rate" means the rate of interest that is set on
Bonds while they are in the Daily Mode.

     "Delivery Date" means, with respect to a Bond tendered
for purchase, the Purchase Date or any subsequent Business
Day on which such Bond is delivered to the Paying Agent as
provided in the forms of Daily, Flexible, Weekly and
Multiannual Bonds.

     "Debt Service Fund" means the special trust fund so
designated, established pursuant to Section 5.1 hereof.

     "Default" means any event or condition which will, with
the lapse of time, or the giving of notice, or both, becomes
an Event of Default.

     "DTC" or "The Depository Trust Company" shall mean the
limited-purpose trust company organized under the laws of
the State of New York which shall act as securities
depository for the Bonds, and any successor thereto.

     "Determination of Taxability" means (1) a published
revenue ruling by the Internal Revenue Service and an
opinion of Bond Counsel, unless the Borrower timely requests
the Authority to proceed in accordance with Section 6.3(H)
of the Agreement and proceedings pursuant to such section
are continuing, (2)(a)(i) a private ruling specifically
applicable to the Bonds or (ii) the receipt by any Bondowner
of a notice of assessment and demand for payment from the
Internal Revenue Service and (b)(i) the expiration of the
appeal period provided therein if no appeal is taken or (ii)
if an appeal is taken, a final unappealable decision by a
court of competent jurisdiction; provided that in the case
of an event described in clause (2) that the Authority or
the Bondowner, as the case may be, has given the Borrower
and the Trustee prompt written notice of any application for
such a private ruling or, as the case may be, any proposed
assertion of taxability by the Internal Revenue Service and,
if the Borrower agrees to pay all expenses in connection
therewith, permits the Borrower to contest such action,
either directly or in the name of the registered owner,
through any level of appeal determined by the Borrower, or
(3) the admission in writing by the Borrower, in the case of
clauses (1), (2) and (3), to the effect that the interest on
the Bonds is includable in the gross income for federal
income tax purposes (other than for purposes of alternative
minimum tax, environmental tax or foreign branch profits
tax) of an owner or former owner thereof, other than for a
period during which such owner or former owner is or was a
"substantial user" of the Project or a "related person" as
such terms are defined in the Code.  For purposes of this
definition only, the term owner or Bondowner means the
Beneficial Owner of the Bonds so long as the Book-Entry Only
System (as defined in Section 2.3(F) hereof) is in effect.

     "Effective Date" means, with respect to a Bond in the
Daily, Flexible, Weekly and Multiannual Modes, the date on
which a new Rate Period for that Bond takes effect.

     "Eligible Funds" means (1) monies on deposit in trust
with the Trustee for a period of at least 123 days prior to
and during which no petition in bankruptcy or similar
insolvency proceeding has been filed by or against the
Borrower or the Authority or is pending (unless such
petition shall have been dismissed and such dismissal shall
be final and not subject to appeal), which monies may be
invested solely in Authorized Investments, (2) proceeds of
the issuance of refunding bonds (including proceeds from the
investment thereof) accompanied, at the time of application,
by an opinion of nationally recognized counsel experienced
in bankruptcy matters selected by the Borrower and
satisfactory to the Authority, the Trustee, Moody's (if the
Bonds are then rated by Moody's) and S&P (if the Bonds are
then rated by S&P) to the effect that the application of
such amounts to the payment of the Bonds would not
constitute a voidable preference under Section 547 of the
United States Bankruptcy Code in the event the Authority or
the Borrower were to become debtors under the United States
Bankruptcy Code, and (3) any other amounts which if applied
to the payment of the Bonds would not, in the opinion of
nationally recognized counsel experienced in bankruptcy
matters selected by the Borrower and satisfactory to the
Authority, the Trustee, Moody's (if the Bonds are then rated
by Moody's) and S&P (if the Bonds are then rated by S&P),
constitute a voidable preference under Section 547 of the
United States Bankruptcy Code in the event the Authority or
the Borrower were to become debtors under the United States
Bankruptcy Code.

     "Event of Bankruptcy" means the filing of a petition in
bankruptcy or the commencement of a proceeding under the
United States Bankruptcy Code or any other applicable law
concerning insolvency, reorganization or bankruptcy by or
against the Authority, the Borrower, any affiliates thereof,
or any guarantor of the Bonds (other than the Bank), as
debtor.

     "Event of Default" has the meaning given such term in
Section 8.1 hereof.

     "Federal Securities" means any direct obligations of
(including obligations issued or held in book-entry form on
the books of) the Department of the Treasury of the United
States of America whose full and timely payment is
unconditionally guaranteed by the United States government.

     "Financing Documents" means the Agreement, the Tax
Regulatory Agreement and the Mortgage Bonds.

     "Fixed Rate" means a rate of interest on a Bond that is
fixed for the remaining term of the Bond.

     "Fixed Rate Conversion Date" means with respect to a
Bond, the date upon which the Fixed Rate first becomes
effective for the Bond.

     "Fixed Rate Mode" has the meaning set forth in the form
of Fixed Rate Bonds.

     "Flexible Mode" has the meaning set forth in the form
of Flexible Bonds.

     "Flexible Rate" means a rate of interest set by the
Remarketing Agent for periods of from one to 270 days.

     "Indenture" means this Indenture as from time to time
amended or supplemented by Supplemental Indentures in
accordance with Article X hereof.

     "Insurance Policy" shall mean the municipal bond
insurance policy issued by the Bond Insurer insuring the
payment, when due, of the principal of and interest on the
Bonds as provided therein.

     "Interest Payment Date" shall mean each date on which
interest is payable on the Bonds as provided in the forms of
the Bonds.

     "Maximum Interest Rate" means the maximum interest rate
on Bonds in the Daily, Flexible and Weekly Modes, which rate
is initially 12% per annum for the Bonds.  The Maximum
Interest Rate for any Bond may be increased at any time and
decreased on any Effective Date for Bonds in the Flexible
Mode or on any Conversion Date for Bonds in the Daily Mode
or Weekly Mode by the Borrower, with the prior written
approval of the Bank, the Bond Insurer and each rating
agency then rating the Bonds, upon filing with the Authority
and the Trustee a certificate stating the new Maximum
Interest Rate.  There may be more than one Maximum Interest
Rate in effect from time to time, but there shall not be
more than one Maximum Interest Rate for each Mode.  In no
event shall any increase in or change in, or addition of, an
additional Maximum Interest Rate be permitted to cause the
amount entitled to be demanded under the Standby Bond
Purchase Agreement to be less than the minimum required
amount specified in Section 3.12(B)(i) of the Agreement.  In
no event shall the Maximum Interest Rate be increased or
decreased or an additional Maximum Interest Rate be added
unless the Trustee has received an opinion of Bond Counsel
reasonably satisfactory to it to the effect that such change
in the Maximum Interest Rate will not cause interest on the
Bonds to be included in gross income of the owners thereof
for federal income tax purposes.  Notwithstanding the
foregoing, the Maximum Interest Rate with respect to Bank
Bonds shall, subject to the approval of the Bond Insurer,
have the meaning set forth in the Standby Bond Purchase
Agreement then in effect with respect to the Bonds.

     "Mode" means the period for and the manner in which the
interest rates on the Bonds are set and includes the Daily
Mode, Flexible Mode, the Weekly Mode, the Multiannual Mode
and the Fixed Rate Mode.

     "Moody's" means Moody's Investors Service, Inc., a
corporation organized and existing under the laws of the
State of Delaware, its successors and their assigns, and if
such corporation shall be dissolved or liquidated or shall
no longer perform the functions of a securities rating
agency, "Moody's" shall be deemed to refer to any other
nationally recognized securities rating agency designated by
the Authority, at the direction of the Borrower, by notice
to the Trustee and the Borrower.

     "Mortgage" means the Indenture of Mortgage and Deed of
Trust dated as of May 1, 1921, between the Borrower and the
Mortgage Trustee, as heretofore amended and supplemented and
as hereafter amended or supplemented in accordance with the
provisions thereof.

     "Mortgage Bonds" means the 1996 Series B First Mortgage
Bonds issued by the Borrower and delivered to the Trustee
pursuant to Section 3.7 of the Agreement and the Mortgage to
secure the Borrower's obligation to make the loan payments
and to make payments in respect of the Purchase Price, if
applicable, of the Bonds.

     "Mortgage Trustee" means Bankers Trust Company or any
successor as the trustee under the Mortgage.

     "Multiannual Mode" means the Mode in which the interest
rate on the Bonds is fixed for periods of one year or
multiples thereof designated by the Borrower as described in
the form of Multiannual Bonds.

     "Multiannual Rate" means the rate of interest that is
set on Bonds while they are in the Multiannual Mode.

     "Outstanding", when used with reference to a Bond or
Bonds, as of any particular date, means all Bonds which have
been authenticated and delivered hereunder, except:

     (1)  Any Bonds cancelled by the Trustee because of
          payment or redemption prior to maturity or
          surrendered to the Trustee for cancellation;

     (2)  any Bond (or portion of a Bond) paid or redeemed
          or for the payment or redemption of which there
          has been separately set aside and held in the Debt
          Service Fund either:

          (a)  moneys in an amount sufficient to effect
               payment of the principal or applicable
               Redemption Price thereof, together with
               accrued interest on such Bond to the payment
               or redemption date, which payment or
               redemption date shall be, specified in
               irrevocable instructions given to the Trustee
               to apply such moneys to such payment on the
               date so specified; or

          (b)  obligations of the kind described in
               subsection 12.1(A) hereof in such principal
               amounts, of such maturities, bearing such
               interest and otherwise having such terms and
               qualifications as shall be necessary to
               provide moneys in an amount sufficient to
               effect payment of the principal or applicable
               Redemption Price of such Bond, together with
               accrued interest on such Bond to the payment
               or redemption date, which payment or
               redemption date shall be specified in
               irrevocable instructions given to the Trustee
               to apply such obligations to such payment on
               the date so specified; or

          (c)  any combination of (a) and (b) above;

     (3)  Bonds deemed tendered for purchase and not
          delivered to the Paying Agent on the Purchase
          Date, provided sufficient funds for payment of the
          Purchase Price are on deposit with the Paying
          Agent;

     (4)  Bonds in exchange for or in lieu of which other
          Bonds shall have been authenticated and delivered
          under Article III hereof; and

     (5)  any Bond deemed to have been paid as provided in
          Section 12.1 hereof.

     "Participant" shall have the meaning set forth in
Section 2.3(F) hereof.

     "Paying Agent" means any paying agent for the Bonds
appointed pursuant to Section 9.10 hereof (and may include
the Trustee), and its successor or successors and any other
corporation which may at any time be substituted in its
place in accordance herewith.

     "Plant" means the Millstone 3 nuclear electric
generating plant in Waterford, Connecticut, at which plant
the Project is located.

     "Project" means the Borrower's interest in the realty
and other interests in the real property, and in all
personal property, goods, leasehold improvements, machinery,
equipment, furnishings, furniture, fixtures, tools and
attachments wherever located and whether now owned or
hereafter acquired, acquired or financed in whole or in part
with the proceeds of the Bonds, and any additions and
accessions thereto, substitutions therefor and replacements,
improvements, extensions and restorations thereof, described
in Appendix A to the Agreement, as amended from time to time
in accordance with the Agreement.

     "Project Costs" means all costs and expenses of the
Project for which the Trustee is permitted to make payment
as provided in Section 5.2 hereof.

     "Project Fund" means the special trust fund so
designated, established pursuant to Section 5.1 hereof.

     "Purchase Date" means, while the Bonds are in a Daily,
Flexible, Weekly or Multiannual Mode, the date on which
Bonds shall be required to be purchased pursuant to a
mandatory or optional tender in accordance with the
provisions in the forms of Daily, Flexible, Weekly and
Multiannual Rate Bonds.

     "Purchase Price" shall have the meaning set forth in
the forms of Daily, Flexible, Weekly and Multiannual Rate
Bonds.

     "Rate Period" or "Period" means, when used with respect
to any particular rate of interest for a Bond in the Daily,
Flexible, Weekly or Multiannual Mode, the period during
which such rate of interest determined for such Bond will
remain in effect as described herein.

     "Rebate Fund" means the special trust fund so
designated, established pursuant to Section 5.1 hereof.

     "Redemption Price" means, when used with respect to a
Bond or a portion thereof, the principal amount of such Bond
or portion thereof plus the applicable premium, if any,
payable upon redemption thereof pursuant to this Indenture.

     "Remarketing Agent" means Goldman, Sachs & Co. and any
successor remarketing agent appointed from time to time
pursuant to Section 9.17 hereof.

     "Representation Letter" has the meaning given such term
in Section 2.3(F) hereof.

     "S&P" means Standard & Poor's Ratings Group, a
corporation organized and existing under the laws of the
State of New York, its successors and their assigns, and, if
such corporation shall be dissolved or liquidated or shall
no longer perform the functions of a securities rating
agency, "S&P" shall be deemed to refer to any other
nationally recognized securities rating agency designated by
the Authority, at the direction of the Borrower, by notice
to the Trustee and the Borrower.

     "Standby Bond Purchase Agreement" means, initially, the
Standby Bond Purchase Agreement dated January 23, 1997, and
any extensions thereof, among the Borrower, the Trustee and
Societe Generale, New York Branch, as amended and
supplemented, and thereafter upon the issuance of an
Alternate Liquidity Facility, such term shall mean such
Alternate Liquidity Facility.

     "State" means the State of Connecticut.

     "Supplemental Indenture" means any indenture
supplemental hereto or amendatory hereof, adopted by the
Authority in accordance with Article X hereof.

     "Tax Incidence Date" means the date as of which
interest on the Bonds becomes or became includable in the
gross income of the recipient thereof (other than the
Borrower or another substantial user or related person) for
federal income tax purposes for any cause, as determined by
a Determination of Taxability.

     "Tax Regulatory Agreement" means the Tax Regulatory
Agreement, dated as of the date of initial issuance and
delivery of the Bonds, among the Authority, the Borrower and
the Trustee, and any amendments and supplements thereto.

     "Tendered Bond" means any Bond tendered or deemed
tendered for purchase pursuant to Section 2.3(G)(1)(c) or
(d), 2(c), 3(c) or (d) or 4(c) hereof.

     "Term", when used with reference to the Agreement,
means the term of the Agreement determined as provided in
Article III thereof.

     "Trustee" means Fleet National Bank, Hartford,
Connecticut, and its successor or successors hereafter
appointed in the manner provided in this Indenture.

     "Weekly Mode" has the meaning set forth in the form of
Weekly Bonds.

     "Weekly Rate" means the rate of interest that is set on
Bonds while they are in the Weekly Mode.

     Section 1.2.  Interpretation.  (A) In this Indenture:

               (1)  Any capitalized word or term used but
          not defined herein shall have the meaning ascribed
          to such word or term in the Agreement or the Tax
          Regulatory Agreement, as the case may be.

               (2)  The terms "hereby", "hereof", "hereto",
          "herein", "hereunder" and any similar terms, as
          used in this Indenture, refer to this Indenture,
          and the term "hereafter" means after, and the term
          "heretofore" means before, the date of execution
          of this Indenture.

               (3)  Words of the masculine gender mean and
          include correlative words of the feminine and
          neuter genders and words importing the singular
          number mean and include the plural number and vice
          versa.

               (4)   Words importing persons include firms,
          associations, partnerships (including limited
          partnerships), trusts, corporations and other
          legal entities, including public bodies, as well
          as natural persons.

               (5)  Any headings preceding the texts of the
          several Articles and Sections of this Indenture,
          and any table of contents appended to copies
          hereof, shall be solely for convenience of
          reference and shall not constitute a part of this
          Indenture, nor shall they affect its meaning,
          construction or effect.

               (6)  All approvals, consents and acceptances
          required to be given or made by any person or
          party hereunder shall be at the sole discretion of
          the party whose approval, consent or acceptance is
          required.

               (7)  This Indenture shall be governed by and
          construed in accordance with the applicable laws
          of the State.

          (B)  Whenever the Authority is named or referred
to, it shall be deemed to include its successors and assigns
whether so expressed or not.  All of the covenants,
stipulations, obligations, and agreements by or on behalf
of, and other provisions for the benefit of, the Authority
contained in this Indenture shall bind and inure to the
benefit of such successors and assigns and shall bind and
inure to the benefit of any officer, board, commission,
authority, agency or instrumentality to whom or to which
there shall be transferred by or in accordance with law any
right, power or duty of the Authority, or of its successors
or assigns, the possession of which is necessary or
appropriate in order to comply with any such covenants,
stipulations, obligations, agreements or other provisions
hereof.

          (C)  If any one or more of the covenants or
agreements provided herein on the part of the Authority, the
Trustee or any Paying Agent to be performed should be
contrary to law, then such covenant or covenants or
agreement or agreements, shall be deemed separable from the
remaining covenants and agreements hereof, and shall in no
way affect the validity of the other provisions of this
Indenture or of the Bonds.

          (D)  From and after the date upon which there is
no Standby Bond Purchase Agreement or Alternate Liquidity
Facility in effect, upon receipt by the Trustee of a
certificate from the Bank stating that all amounts payable
to the Bank under the Standby Bond Purchase Agreement or
Alternate Liquidity Facility, as the case may be, have been
paid in full, all references to the Bank, the Standby Bond
Purchase Agreement or Alternate Liquidity Facility, as the
case may be, in the Agreement, the Mortgage Bonds, this
Indenture, and the Bonds shall be ineffective.

          (E)  All approvals, consents and actions of the
Trustee under the Indenture, the Bonds and the Financing
Documents may be given or withheld or taken or not taken in
accordance with the direction of the owners of not less than
51% of the principal amount of the Outstanding Bonds (other
than Borrower Bonds).

          (F)  If the Paying Agent shall be removed and the
duties and obligations of such Paying Agent discharged
pursuant to Section 9.10 hereof, then each and every such
duty and obligation to be performed by such Paying Agent set
forth herein and in the Financing Documents shall be
performed to the same extent and in the same manner by the
Trustee, and each and every reference herein and in the
Financing Documents to the Paying Agent shall refer to and
shall be deemed to refer to the Trustee unless a successor
Paying Agent shall have been appointed.

          (G)  For purposes hereof the Trustee shall not be
deemed to have knowledge or actual knowledge of any fact or
the occurrence of any event unless and until an officer of
the Trustee's corporate trust department has written notice
thereof.

          (H)  All references herein to the consent or
approval of the Bank shall only be of effect hereunder to
the extent that the Standby Bond Purchase Agreement or
Alternate Liquidity Facility is in full force and effect and
the Bank is not in default thereunder.

          (I)  All references herein to the consent or
approval of the Bond Insurer shall only be of effect
hereunder to the extent that the Insurance Policy is in full
force and effect and the Bond Insurer is not in default
thereunder.


                         ARTICLE II

         AUTHORIZATION, TERMS AND ISSUANCE OF BONDS

     Section 2.1.  Authorization for Indenture.  This
Indenture is made and entered into by virtue of and pursuant
to the provisions of the Act.  The Authority has ascertained
and hereby determines and declares that the execution and
delivery of this Indenture is necessary to carry out the
powers and duties expressly provided by the Act, that each
and every act, matter, thing or course of conduct as to
which provision is made herein is necessary or convenient in
order to carry out and effectuate the purposes of the
Authority in accordance with the Act and to carry out powers
expressly given thereby, and that each and every covenant or
agreement herein contained and made is necessary, useful or
convenient in order to better secure the Bonds and
necessary, useful or convenient to carry out and effectuate
its corporate purposes under the Act.

     Section 2.2.  Authorization and Obligation of Bonds;
the Mortgage Bonds.  (A) Bonds of the Authority issued
hereunder, each to be entitled Pollution Control Revenue
Bonds (The Connecticut Light and Power Company Project -
1996A Series), shall be subject to the terms, conditions and
limitations established herein.  No Bonds may be
authenticated and delivered except in accordance with this
Article.  The Authority may, by adoption of a Supplemental
Indenture pursuant to the provisions of Section 10.2 hereof,
confer upon the Bonds issued hereunder such additional
designations as may be necessary or desirable for purposes
of identification consistent with this Indenture; provided,
however, that all Bonds so additionally designated shall
continue to be and remain Bonds for all purposes of this
Indenture, equally entitled to the benefit of the pledge and
lien created hereby.  The Borrower has agreed pursuant to
the Agreement that concurrently with the issuance and
delivery of the Bonds by the Authority it will issue the
Mortgage Bonds to the Trustee to secure its obligations
under the Agreement to provide loan payments and to make
payments in respect of the Purchase Price of the Bonds.  In
accordance with the terms thereof, the Mortgage Bonds shall
be issued to and registered in the name of the Trustee and
shall not be sold, assigned, pledged or transferred, except
to effect transfer to any successor Trustee hereunder. 
Payments of principal of, premium, if any, and interest on
the Mortgage Bonds shall upon receipt by the Trustee be
deemed to constitute payments of corresponding amounts by
the Borrower in respect of the Bonds pursuant to Section
3.1(C) of the Agreement.  The Trustee shall hold the
Mortgage Bonds for the benefit of the holders of the Bonds.

          (B)  All Bonds shall be entitled to the benefit of
the continuing pledge and lien created by this Indenture to
secure the full and final payment of the principal or
Redemption Price, if any, thereof and the interest thereon
and all other amounts due under the Financing Documents. 
The Bonds shall be special obligations of the Authority,
payable solely out of the revenues or other receipts, funds
or moneys pledged therefor pursuant to this Indenture and
from any amounts otherwise available under this Indenture
for the payment of the Bonds.  Neither the State nor any
municipality thereof shall be obligated to pay the principal
or Redemption Price, if any, of or the interest on the Bonds
and neither the faith and credit nor the taxing power of the
State or any municipality thereof is pledged to pay such
principal, Redemption Price or interest.  The Bonds shall
never constitute a debt or liability of the State or any
municipality thereof or bonds issued or guaranteed by the
State or any municipality thereof within the meaning of any
constitutional or statutory limitation.

     Section 2.3.  Issuance and Terms of the Bonds. (A)
There shall be issued under and secured by this Indenture a
series of Bonds to be designated Pollution Control Revenue
Bonds (The Connecticut Light and Power Company Project -
1996A Series) in the principal amount of $62,000,000.  The
Bonds shall be issuable in fully registered form without
coupons and shall be dated as provided in Section 3.1
hereof.

          (B)  The Bonds shall mature on May 1, 2031 and
bear interest at the rate or rates determined as provided in
this Section 2.3.  The interest on Bonds until they come due
shall be payable on the interest payment dates applicable to
the Mode the Bonds are in from time to time.  Interest on
overdue principal of any Bond shall bear interest at the
rate last established for that Bond before the principal
became overdue until duly paid or provided for.  All of the
Bonds shall be initially in the Weekly Mode.

          (C)  While in the Daily Mode, Flexible Mode and
Weekly Mode, interest on the Bonds shall be computed on the
basis of actual days elapsed, divided by 365 or 366, as
appropriate.  While in the Multiannual Mode and Fixed Rate
Mode, interest on the Bonds shall be computed on the basis
of a 360-day year consisting of twelve (12) 30-day months.

          (D)  The Bonds shall be numbered from one upward
in consecutive numerical order.  Bonds issued in exchange
shall be numbered in such manner as the Trustee and the
Paying Agent in their discretion shall determine.

          (E)  The principal or Redemption Price, if any, of
the Bonds in the Daily Mode, Flexible Mode and Weekly Mode
as they respectively become due shall be payable by wire or
bank transfer of immediately available funds, and the
principal or Redemption Price, if any, of Bonds in the
Multiannual Mode and Fixed Rate Mode are payable in
immediately available funds, within the continental United
States to the registered owners thereof upon presentation
and surrender of the Bonds as set forth in the forms of
Bonds.  Interest and the Purchase Price of the Bonds shall
be payable as set forth in the forms of Bonds.

          (F)  Book-Entry Only System for the Bonds:

          (1)  Notwithstanding any provision herein to the
contrary, the provisions of this Section 2.3(F) and the
Representation Letter (as defined below) shall apply with
respect to any Bond registered to Cede & Co. or any other
nominee of The Depository Trust Company ("DTC"), New York,
New York, while the Book-Entry Only System (meaning the
system of registration described in paragraph (2) of this
Section 2.3(F)) is in effect.  The Rules applicable to DTC
and its Participants are on file with the Securities and
Exchange Commission.  The Book-Entry Only System shall be in
effect for any Mode or Rate Period within the Multiannual
Mode if so specified by the Borrower prior to conversion to
that Mode or Rate Period, subject to the provisions below
concerning termination of the Book-Entry Only System.  Until
it revokes such specification in its discretion, the
Borrower hereby specifies that the Book-Entry Only System
shall be in effect while the Bonds are in Daily, Weekly,
Multiannual and Fixed Rate Modes.

          (2)  The Bonds in or to be in the Book-Entry Only
System shall be issued in the form of one or more
authenticated fully registered Bonds for each separate Mode
or Rate Period in substantially the forms provided for in
this Indenture.  Any legend required to be on the Bonds by
DTC may be added by the Trustee or Paying Agent.  On the
date of original delivery thereof or date of conversion of
the Bonds to a Mode or Rate Period in which the Book-Entry
Only System is in effect, as applicable, the Bonds shall be
registered in the registry books of the Paying Agent in the
name of Cede & Co., as nominee of The Depository Trust
Company as agent for the Authority in maintaining the
Book-Entry Only System.

          WITH RESPECT TO BONDS REGISTERED IN THE REGISTRY
BOOKS KEPT BY THE PAYING AGENT IN THE NAME OF CEDE & CO., AS
NOMINEE OF DTC, THE AUTHORITY, THE PAYING AGENT, THE
BORROWER, THE REMARKETING AGENT AND THE TRUSTEE SHALL HAVE
NO RESPONSIBILITY OR OBLIGATION TO ANY PARTICIPANT (WHICH
MEANS SECURITIES BROKERS AND DEALERS, BANKS, TRUST
COMPANIES, CLEARING CORPORATIONS AND VARIOUS OTHER ENTITIES,
SOME OF WHOM OR THEIR REPRESENTATIVES OWN DTC) OR TO ANY
BENEFICIAL OWNER (WHICH MEANS, WHEN USED WITH REFERENCE TO
THE BOOK-ENTRY ONLY SYSTEM, THE PERSON WHO IS CONSIDERED THE
BENEFICIAL OWNER OF THE BONDS PURSUANT TO THE ARRANGEMENTS
FOR BOOK ENTRY DETERMINATION OF OWNERSHIP APPLICABLE TO DTC)
WITH RESPECT TO THE FOLLOWING:  (A) THE ACCURACY OF THE
RECORDS OF DTC, CEDE & CO. OR ANY PARTICIPANT WITH RESPECT
TO ANY OWNERSHIP INTEREST IN THE BONDS, (B) THE DELIVERY TO
OR FROM ANY PARTICIPANT, ANY BENEFICIAL OWNER OR ANY OTHER
PERSON, OTHER THAN DTC, OF ANY NOTICE WITH RESPECT TO THE
OTHER PERSON, OTHER THAN DTC, OF ANY NOTICE WITH RESPECT TO
THE BONDS, INCLUDING ANY NOTICE OF REDEMPTION OR TENDER
(WHETHER MANDATORY OR OPTIONAL), OR (C) THE PAYMENT TO ANY
PARTICIPANT, ANY BENEFICIAL OWNER OR ANY OTHER PERSON, OTHER
THAN DTC, OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR
PREMIUM, IF ANY, OR INTEREST ON THE BONDS.

          The Paying Agent shall pay all principal of and
premium, if any, and interest on the Bonds only to or upon
the order of DTC, and all such payments shall be valid and
effective fully to satisfy and discharge the Authority's
obligations with respect to the principal of and premium, if
any, and interest on Bonds to the extent of the sum or sums
so paid.  No person other than DTC shall be entitled to
receive an authenticated Bond evidencing the obligation of
the Authority to make payments of principal and premium, if
any, and interest pursuant to this Indenture.  Upon delivery
by DTC to the Paying Agent of written notice to the effect
that DTC has determined to substitute a new nominee in place
of Cede & Co., the words "Cede & Co." in this Indenture
shall refer to such new nominee of DTC.

          The Authority, the Borrower, the Trustee and the
Paying Agent shall be entitled to treat the registered owner
of a Bond (initially, DTC or its nominee) as the absolute
owner thereof for all purposes of the Indenture and any
applicable laws, notwithstanding any notice to the contrary
received by any of them.  So long as all Bonds are
registered in the name of DTC or its nominee or any
qualified successor, the Borrower and the Paying Agent shall
cooperate with DTC or its nominee or any qualified successor
in effecting payment of the principal of, redemption
premium, if any, and interest on the Bonds by arranging for
payment in such manner that funds for such payments are
properly identified and are made to DTC when due.

          (3)  Upon receipt by the Trustee or the Paying
Agent of written notice from DTC to the effect that DTC is
unable or unwilling to discharge its responsibilities, the
Authority shall issue and the Paying Agent shall transfer
and exchange Bonds as requested by DTC in appropriate
amounts and in authorized denominations, and whenever DTC
requests the Authority, the Paying Agent and the Trustee to
do so, the Trustee, the Paying Agent and the Authority will,
at the expense of the Borrower, cooperate with DTC in taking
appropriate action after reasonable notice (A) to arrange
for a substitute bond depository willing and able upon
reasonable and customary terms to maintain custody of the
Bonds or (B) to make available for transfer and exchange
Bonds registered in whatever name or names and in whatever
authorized denominations as DTC shall designate.

          (4)  In the event the Borrower determines that the
Beneficial Owners should be able to obtain Bond
certificates, the Borrower may so notify DTC, the Paying
Agent and the Trustee, whereupon DTC will notify the
Participants of the availability through DTC of Bond
certificates.  In such event, the Authority shall issue and
the Paying Agent shall transfer and exchange Bond
certificates as requested by DTC in appropriate amounts and
in authorized denominations.  Whenever DTC requests the
Paying Agent to do so, the Paying Agent will cooperate with
DTC in taking appropriate action after reasonable notice to
make available for transfer and exchange Bonds registered in
whatever name or names and in whatever authorized
denominations as DTC shall designate.

          (5)  Notwithstanding any other provisions of this
Indenture to the contrary, so long as any Bond is registered
in the name of Cede & Co., as nominee of DTC, all payments
with respect to the principal of, Purchase Price, premium,
if any, and interest on such Bond and all notices with
respect to such Bond shall be made and given, respectively,
to DTC as provided in the Letter of Representation (the
"Representation Letter"), the form of which is included as
Appendix B attached to this Indenture.  The form of such
Representation Letter may be modified in a manner consistent
with the provisions of this Indenture upon conversion or
reconversion of the Bonds to a Mode or Rate Period in which
the Book-Entry Only System is in effect.

          (6)  Notwithstanding any provision in Section
2.3(G)(6) or Section 2.4 to the contrary, so long as any of
the Bonds outstanding are held in the Book-Entry Only
System, if less than all of such Bonds are to be converted
or redeemed upon any conversion or redemption of Bonds
hereunder, the particular Bonds or portions of Bonds to be
converted or redeemed shall be selected by DTC in such
manner as DTC may determine.

          (7)  So long as the Book-Entry Only System is in
effect, a Beneficial Owner who elects to have its Bonds
purchased or tendered pursuant to the Indenture shall effect
delivery by causing a Participant to transfer the Beneficial
Owner's interest in the Bonds pursuant to the Book-Entry
Only System.  The requirement for physical delivery of Bonds
in connection with a demand for purchase or a mandatory
purchase will be deemed satisfied when the ownership rights
in the Bonds are transferred in accordance with the
Book-Entry Only System.

          (8)  So long as the Book-Entry Only System is in
effect, the Remarketing Agent shall communicate to DTC
information concerning the purchasers of Tendered Bonds as
may be necessary or appropriate, and, notwithstanding any
provision in the Representation Letter to the contrary, the
Remarketing Agent shall continue to remit to the Paying
Agent interest rate determination information pursuant to
the terms of this Indenture.

     Notwithstanding any provision herein to the contrary,
the Trustee and the Paying Agent may comply with the
provisions of the Letter of Representation or similar
document required by DTC or any successor securities
depository in order to maintain the Book-Entry Only System
for the Bonds.

          (G)  The Bonds shall bear interest as follows:

          (1)  Daily Mode.

               (a)  Determination of Daily Rates.  The
Remarketing Agent shall determine the Daily Rate as provided
in the form of Daily Bonds and shall notify the Paying Agent
thereof electronically or by telephone not later than 1:00
P.M. on the date so determined, and if by telephone,
promptly confirmed in writing; provided that no notice need
be given if the Daily Rate in effect for the previous Rate
Period is to be the Daily Rate for such Rate Period.  The
Paying Agent shall give written notice of the Daily Rate to
the Trustee, the Bank, and the Borrower.  Each determination
and redetermination of the Daily Rate shall be conclusive
and binding on the Authority, the Trustee, the Paying Agent,
the Bank, the Borrower and the Bondowners.

               (b)  Conversions from Daily Mode. The Bonds
in the Daily Mode or any portion of such Bonds may be
converted on the first Business Day of any calendar month at
the election of the Borrower from the Daily Mode to a
Weekly, Multiannual, Flexible, or Fixed Rate Mode, as
provided in the form of Daily Bonds, so long as no Default
hereunder exists as certified to the Trustee by an
Authorized Representative of the Borrower; provided,
however, that the prior written consent of the Authority
shall be required in connection with any conversion of the
Bonds, in whole or in part, from the Daily Mode to either
the Multiannual Mode or the Fixed Rate Mode.  Any Bonds to
be converted to the Weekly or Flexible Mode shall be
supported by a Standby Bond Purchase Agreement, except in
the case of a failed optional conversion which causes the
Bonds to automatically convert to the Flexible Mode with a
one day Rate Period.  Any Bonds to be converted to the
Multiannual or Fixed Rate Modes shall not be supported by a
Standby Bond Purchase Agreement.  If Bonds are to be
converted to the Flexible or Weekly Mode, no such conversion
shall be effective unless the Borrower shall have delivered
to the Paying Agent by 11:00 A.M. on the Conversion Date a
Standby Bond Purchase Agreement in the minimum required face
amount for the applicable Mode as provided in Section 3.12
of the Agreement and with an expiration date not earlier
than one year from the Conversion Date.  Written notice of a
conversion of Bonds from the Daily Mode shall be given by
the Borrower to the Authority, the Trustee, the Bank, the
Paying Agent, the Remarketing Agent, Moody's and S&P not
fewer than forty-five (45) nor more than sixty (60) days
prior to the proposed Conversion Date, which date shall be
specified by the Borrower in such notice.  Notice of a
conversion of Bonds from the Daily Mode and the mandatory
tender of Bonds for purchase on such Conversion Date shall
be given to the owners of such Bonds as provided in Section
2.3(G)(1)(d)(ii) hereof and the form of Daily Bonds. 
Conversions to the Fixed Rate Mode shall also be governed by
subsection 2.3(G)(5) hereof.

               Notwithstanding the foregoing, if the
preconditions to conversion to another Mode established by
the preceding paragraph are not met by 11:00 A.M. on the
Conversion Date, the Paying Agent shall deem the proposed
conversion to have failed and shall immediately notify the
Trustee and the Remarketing Agent, and the Bonds shall be
subject to mandatory tender as provided in Section
2.3(G)(1)(d)(ii) hereof.  In such event, the Paying Agent
shall by 1:00 P.M. on the proposed Conversion Date take such
action as is specified by the Standby Bond Purchase
Agreement to provide immediately available funds by 3:00
P.M. on the proposed Conversion Date in an amount which is
sufficient to pay the Purchase Price on such date on all
Bonds that were to have been converted.  In no event shall
the failure of Bonds to be converted to another Mode for any
reason be, in and of itself, deemed to be a Default or Event
of Default under this Indenture, so long as the Purchase
Price of all Bonds required to be purchased is made
available as provided above.

               (c)  Bondowners' Option to Tender Bonds in
Daily Mode.  Bonds in the Daily Mode are subject to tender,
at the election of the owner thereof, in the manner and
subject to the limitations described in the form of Daily
Bonds.  The owners of Tendered Bonds shall receive on the
Delivery Date 100% of the principal amount of the Tendered
Bonds plus accrued interest to the Purchase Date, provided
that if the Purchase Date is an Interest Payment Date,
accrued interest shall be paid separately, and not as part
of the Purchase Price on such date.  The purchase of
Tendered Bonds shall not extinguish the debt represented by
such Bonds which shall remain Outstanding and unpaid under
this Indenture.

               The Paying Agent shall accept all Tendered
Bonds properly tendered to it for purchase as provided in
the form of Daily Bonds and in this Section 2.3(G)(1)(c), or
for so long as the Bonds are in the Book-Entry Only System,
as provided in Section 2.3(F); provided, however, that the
Paying Agent shall not accept any Tendered Bonds and the
Purchase Price therefor shall not be paid if at the time of
tender or on the Purchase Date the principal of the Bonds
shall have been accelerated pursuant to Section 8.1 hereof
and such acceleration shall not have been annulled.

               The Bondowner's Election Notice delivered to
the Paying Agent as provided in the form of Daily Bonds on
the Purchase Date of Tendered Bonds shall be in
substantially the form provided in the form of Daily Bond or
such other form as the Paying Agent may accept.

               Immediately upon receipt of notice of a
tender of Bonds under this section, the Paying Agent shall
notify the Remarketing Agent, the Borrower, the Bank and the
Trustee by telephone promptly confirmed in writing of the
amount of Tendered Bonds and the specified Purchase Date.

               (d)  Events Requiring Mandatory Tender of
Daily Bonds.

               (i)  Expiration of Standby Bond Purchase
Agreement Without Substitution or Replacement; Substitution
of Standby Bond Purchase Agreement.  The Bonds in the Daily
Mode are subject to mandatory tender for purchase as
provided in the form of Daily Bonds in connection with the
expiration or termination of the Standby Bond Purchase
Agreement (other than in connection with the conversion to a
new Mode) or in connection with the substitution of a
Standby Bond Purchase Agreement, unless the Trustee receives
verbal notice from Moody's (to be followed by written
confirmation at the time of substitution), if the Bonds are
then rated by Moody's, and written notice from S&P, if the
Bonds are then rated by S&P, that such substitution will not
result in a reduction or withdrawal (excluding a withdrawal
or reduction resulting from a change in Modes) of the
ratings on the Bonds.  At least forty (40) days prior to the
mandatory tender date, the Trustee shall give notice to the
Paying Agent as to whether or not it has received the
notices described in the immediately preceding sentence from
Moody's and S&P, and if the Trustee has not received such
notices or if the Standby Bond Purchase Agreement is
expiring or terminating without substitution or replacement,
the Paying Agent shall give notice to the Bondowners of
mandatory tender of the Bonds pursuant to this Section
2.3(G)(1)(d)(i) at least thirty (30) days prior the
mandatory tender date.

               (ii) Change in Mode.  In the event that Bonds
in the Daily Mode are converted to another Mode, such Bonds
are subject to mandatory tender for purchase upon not less
than thirty (30) days' prior written notice from the Paying
Agent to the Bondowners as provided in the form of Daily
Bonds, which notice shall state that the Bonds are subject
to mandatory tender for purchase.

          (2)  Flexible Mode.

               (a)  Determination of Flexible Rates.  The
Remarketing Agent shall determine the Flexible Rate as
provided in the form of Flexible Bonds and shall notify the
Paying Agent thereof electronically or by telephone not
later than 1:00 P.M. on the Effective Date, and if by
telephone, promptly confirmed in writing.  The Paying Agent
shall give written notice of the Flexible Rate to the
Trustee, the Bank and the Borrower.  Each determination and
redetermination of the Flexible Rate shall be conclusive and
binding on the Authority, the Trustee, the Paying Agent, the
Bank, the Borrower and the Bondowners.  If the Remarketing
Agent fails for any reason to determine the Flexible Rate or
Rate Period for any Bond while in the Flexible Mode
(including any failure to determine the Flexible Rate upon a
failed conversion), or if for any reason such manner of
determination shall be determined to be invalid or
unenforceable, that Bond shall be deemed to be in a Rate
Period of one day and the Flexible Rate shall be equal to
100% of the Prime Commercial Paper A-1/P-1 (30 days) rate
shown in the table captioned "Short-Term Tax-Exempt Yields"
in the edition of The Bond Buyer published on the day on
which such rate is determined or, if such rate is not
published on that day, the most recent publication of such
rate.

               In determining the Flexible Rate and
remarketing Bonds in the Flexible Mode, there shall not be
offered (1) Rate Periods greater than the maximum number of
days of interest coverage under the Standby Bond Purchase
Agreement at the Maximum Interest Rate less eight (8) days
or extending beyond the expiration or termination date of
the Standby Bond Purchase Agreement, if any, less eight (8)
days, or (2) Rate Periods applicable to Bonds to be
converted extending beyond the day preceding any scheduled
conversion of the Bonds to another Mode or the final
maturity of the Bonds.  In connection with the determination
of the Flexible Rate and the remarketing of Bonds in the
Flexible Mode, the Paying Agent shall follow any written
directions of an Authorized Representative of the Borrower,
provided such instructions are not inconsistent with the
preceding clauses (1) and (2), as to the Rate Periods to be
made available.  The Borrower, the Trustee, the Paying Agent
and the Remarketing Agent shall cooperate to ensure
compliance with this requirement.

               (b)  Conversions from the Flexible Mode.  The
Bonds in the Flexible Mode, or any portion of such Bonds,
may be converted at the election of the Borrower from the
Flexible Mode to the Daily, Weekly, Multiannual or Fixed
Rate Mode as provided in the form of the Flexible Bonds, so
long as no Default hereunder exists as certified to the
Trustee by an Authorized Representative of the Borrower;
provided, however, that the prior written consent of the
Authority shall be required in connection with any
conversion of the Bonds, in whole or in part, from the
Flexible Mode to either the Multiannual Mode or the Fixed
Rate Mode.  Any Bonds to be converted to the Daily or Weekly
Mode shall be supported by a Standby Bond Purchase
Agreement.  Any Bonds to be converted to the Multiannual or
Fixed Rate Modes shall not be supported by a Standby Bond
Purchase Agreement.  If Bonds are to be converted to the
Daily or Weekly Mode, no such conversion shall be effective
unless the Borrower shall have delivered to the Paying Agent
by 11:00 A.M. on the Conversion Date a Standby Bond Purchase
Agreement in the minimum required face amount for the
applicable Mode as provided in Section 3.12 of the
Agreement, and with an expiration date not earlier than one
year from the Conversion Date.  Written notice of a
conversion from the Flexible Mode shall be given by the
Borrower to the Authority, the Trustee, the Paying Agent,
the Bank, the Remarketing Agent, Moody's and S&P not fewer
than thirty (30) nor more than sixty (60) days before the
Conversion Date, which date shall be specified by the
Borrower in such notice and shall not be earlier than the
day following the expiration of the Rate Period with the
longest remaining term then in effect for the Bonds to be
converted.  Prior to the proposed Conversion Date, the
Remarketing Agent shall not offer Rate Periods for the Bonds
to be converted extending beyond the proposed Conversion
Date.  Conversions to the Fixed Rate Mode shall also be
governed by subsection 2.3(G)(5). 

               Notwithstanding the foregoing, if the
preconditions to conversion to a new Mode established by the
preceding paragraph are not met by 11:00 A.M. on the
Conversion Date, the Paying Agent shall deem the proposed
conversion to have failed and shall immediately notify the
Trustee and the Remarketing Agent.  In such event, the
Paying Agent shall by 1:00 P.M. on the proposed Conversion
Date take such action as is specified by the Standby Bond
Purchase Agreement to provide immediately available funds by
3:00 P.M. on the proposed Conversion Date in an amount which
is sufficient to pay the Purchase Price on such date of all
Bonds that were to have been converted.  In no event shall
the failure of Bonds to be converted to another Mode for any
reason be deemed to be, in and of itself, a Default or Event
of Default under this Indenture, so long as the Purchase
Price of all Bonds required to be purchased is made
available as provided above.

               (c)  Mandatory Tender for Purchase.  On each
Effective Date, Bonds in the Flexible Mode are subject to
mandatory tender for purchase as provided in the form of
Flexible Bonds.

          (3)  Weekly Mode.

               (a)  Determination of Weekly Rates.  The
Remarketing Agent shall determine the Weekly Rate as
provided in the form of Weekly Bonds and shall notify the
Paying Agent thereof electronically or by telephone not
later than 4:00 P.M. on the Business Day preceding the
Effective Date, and if by telephone, promptly confirmed in
writing.  The Paying Agent shall give written notice of the
Weekly Rate to the Trustee, the Bank, and the Borrower. 
Each determination and redetermination of the Weekly Rate
shall be conclusive and binding on the Authority, the
Trustee, the Paying Agent, the Bank, the Borrower and the
Bondowners.

               (b)  Conversions from Weekly Mode. The Bonds
in the Weekly Mode or any portion of such Bonds may be
converted on the first Business Day of any calendar month at
the election of the Borrower from the Weekly Mode to a
Daily, Multiannual, Flexible, or Fixed Rate Mode, as
provided in the form of Weekly Bonds, so long as no Default
hereunder exists as certified to the Trustee by an
Authorized Representative of the Borrower; provided,
however, that the prior written consent of the Authority
shall be required in connection with any conversion of the
Bonds, in whole or in part, from the Weekly Mode to either
the Multiannual Mode or the Fixed Rate Mode.  Any Bonds to
be converted to the Daily or Flexible Mode shall be
supported by a Standby Bond Purchase Agreement, except in
the case of a failed optional conversion which causes the
Bonds to automatically convert to the Flexible Mode with a
one day Rate Period.  Any Bonds to be converted to the
Multiannual or Fixed Rate Modes shall not be supported by a
Standby Bond Purchase Agreement.  If Bonds are to be
converted to the Daily or Flexible Mode, no such conversion
shall be effective unless the Borrower shall have delivered
to the Paying Agent by 11:00 A.M. on the Conversion Date a
Standby Bond Purchase Agreement in the minimum required face
amount for the applicable Mode as provided in Section 3.12
of the Agreement and with an expiration date not earlier
than one year from the Conversion Date.  Written notice of a
conversion of Bonds from the Weekly Mode shall be given by
the Borrower to the Authority, the Trustee, the Bank, the
Paying Agent, the Remarketing Agent, Moody's and S&P not
fewer than forty-five (45) nor more than sixty (60) days
prior to the proposed Conversion Date, which date shall be
specified by the Borrower in such notice.  Notice of a
conversion of Bonds from the Weekly Mode and the mandatory
tender of Bonds for purchase on such Conversion Date shall
be given to the owners of such Bonds as provided in Section
2.3(G)(3)(d)(ii) hereof and the form of Weekly Bonds. 
Conversions to the Fixed Rate Mode shall also be governed by
subsection 2.3(G)(5) hereof.

               Notwithstanding the foregoing, if the
preconditions to conversion to another Mode established by
the preceding paragraph are not met by 11:00 A.M. on the
Conversion Date, the Paying Agent shall deem the proposed
conversion to have failed and shall immediately notify the
Trustee and the Remarketing Agent, and the Bonds shall be
subject to mandatory tender as provided in Section
2.3(G)(3)(d)(ii) hereof.  In such event, the Paying Agent
shall by 12:30 P.M. on the proposed Conversion Date take
such action as is specified by the Standby Bond Purchase
Agreement to provide immediately available funds by 3:00
P.M. on the proposed Conversion Date in an amount which is
sufficient to pay the Purchase Price on such date on all
Bonds that were to have been converted.  In no event shall
the failure of Bonds to be converted to another Mode for any
reason be, in and of itself, deemed to be a Default or Event
of Default under this Indenture, so long as the Purchase
Price of all Bonds required to be purchased is made
available as provided above.

               (c)  Bondowners' Option to Tender Bonds in
Weekly Mode.  Bonds in the Weekly Mode are subject to
tender, at the election of the owner thereof, in the manner
and subject to the limitations described in the form of
Weekly Bonds.  The owners of Tendered Bonds shall receive on
the Delivery Date 100% of the principal amount of the
Tendered Bonds plus accrued interest to the Purchase Date,
provided that if the Purchase Date is an Interest Payment
Date, accrued interest shall be paid separately, and not as
part of the Purchase Price on such date.  The purchase of
Tendered Bonds shall not extinguish the debt represented by
such Bonds which shall remain Outstanding and unpaid under
this Indenture.

               The Paying Agent shall accept all Tendered
Bonds properly tendered to it for purchase as provided in
the form of Weekly Bonds and in this Section 2.3(G)(3)(c),
or for so long as the Bonds are in the Book-Entry Only
System, as provided in Section 2.3(F); provided, however,
that the Paying Agent shall not accept any Tendered Bonds
and the Purchase Price therefor shall not be paid if at the
time of tender or on the Purchase Date the principal of the
Bonds shall have been accelerated pursuant to Section 8.1
hereof and such acceleration shall not have been annulled.

               The Bondowner's Election Notice delivered to
the Paying Agent as provided in the form of Weekly Bonds
prior to the Purchase Date of Tendered Bonds shall be in
substantially the form provided in the form of Weekly Bond
or such other form as the Paying Agent may accept.

               As soon as practicable after receiving notice
of a tender of Bonds under this section, the Paying Agent
shall notify the Remarketing Agent, the Borrower, the Bank
and the Trustee by telephone promptly confirmed in writing
of the amount of Tendered Bonds and the specified Purchase
Date.

               (d)  Events Requiring Mandatory Tender of
Weekly Bonds.

               (i)  Expiration of Standby Bond Purchase
Agreement Without Substitution or Replacement; Substitution
of Standby Bond Purchase Agreement.  The Bonds in the Weekly
Mode are subject to mandatory tender for purchase as
provided in the form of Weekly Bonds in connection with the
expiration or termination of the Standby Bond Purchase
Agreement (other than in connection with the conversion to a
new Mode) or in connection with the substitution of a
Standby Bond Purchase Agreement, unless the Trustee receives
verbal notice from Moody's (to be followed by written
confirmation at the time of substitution), if the Bonds are
then rated by Moody's, and written notice from S&P, if the
Bonds are then rated by S&P, that such substitution will not
result in a reduction or withdrawal (excluding a withdrawal
or reduction resulting from a change in Modes) of the
ratings on the Bonds.  At least forty (40) days prior to the
mandatory tender date, the Trustee shall give notice to the
Paying Agent as to whether or not it has received the
notices described in the immediately preceding sentence from
Moody's and S&P, and if the Trustee has not received such
notices or if the Standby Bond Purchase Agreement is
expiring or terminating without substitution or replacement,
the Paying Agent shall give notice to the Bondowners of
mandatory tender of the Bonds pursuant to this Section
2.3(G)(3)(d)(i) at least thirty (30) days prior the
mandatory tender date.

               (ii) Change in Mode.  In the event that Bonds
in the Weekly Mode are converted to another Mode, such Bonds
are subject to mandatory tender for purchase upon not less
than thirty (30) days' prior written notice from the Paying
Agent to the Bondowners as provided in the form of Weekly
Bonds, which notice shall state that the Bonds are subject
to mandatory tender for purchase.

          (4)  Multiannual Mode.

          (a)  Determination of Multiannual Rate.  The
Remarketing Agent shall determine the Multiannual Rate as
provided in the form of Multiannual Bonds and shall notify
the Paying Agent thereof electronically or by telephone not
later than 2:00 P.M. two (2) Business Days preceding the
Effective Date, and if by telephone, promptly confirmed in
writing.  The Paying Agent shall give written notice of the
Multiannual Rate to the Trustee, the Bank, and the Borrower. 
Each determination and redetermination of the Multiannual
Rate shall be conclusive and binding on the Authority, the
Trustee, the Paying Agent, the Bank, the Borrower and the
Bondowners.

          (b)  Conversions from Multiannual Mode and Changes
of Rate Period.  The Bonds in the Multiannual Mode or any
portion of such Bonds may be converted on any Effective
Date, or on any applicable general optional redemption date
provided that the then holder of such Bonds is paid the
appropriate redemption price, at the election of the
Borrower, from the Multiannual Mode to the Daily, Weekly,
Flexible or Fixed Rate Mode and may be converted within the
Multiannual Mode to a new Rate Period with the same or a
different length as provided in the form of Multiannual
Bonds so long as no Default hereunder exists as certified to
the Trustee by an Authorized Representative of the Borrower. 
Any Bonds in or to be converted to the Daily, Weekly or
Flexible Mode shall be supported by a Standby Bond Purchase
Agreement, except in the case of a failed optional
conversion which causes the Bonds to automatically convert
to the Flexible Mode with a one day Rate Period.  Any Bonds
to be converted to the Fixed Rate Mode shall not be
supported by a Standby Bond Purchase Agreement.  If Bonds
are to be converted to the Daily, Flexible or Weekly Mode,
no such conversion shall be effective unless the Borrower
shall have delivered to the Paying Agent by 11:00 A.M. on
the Conversion Date a Standby Bond Purchase Agreement in the
minimum required face amount for the applicable Mode as
provided in Section 3.12 of the Agreement and with an
expiration date not earlier than one year from the
Conversion Date.  Written notice of a change in Mode or Rate
Period within the Multiannual Mode shall be given by the
Borrower to the Authority, the Trustee, the Paying Agent,
the Remarketing Agent, Moody's and S&P (and if Bonds
affected thereby are in the Book-Entry Only System, to DTC)
not fewer than thirty (30) nor more than sixty (60) days
prior to the proposed Conversion Date.  Conversion to the
Fixed Rate Mode shall also be governed by Section 2.3(G)(5).

               Notwithstanding the foregoing, if the
preconditions to conversion to another Mode or a new Rate
Period within the Multiannual Mode established by the
preceding paragraph are not met by 11:00 A.M. on the
Conversion Date, the Paying Agent shall deem the proposed
conversion to have failed and shall immediately notify the
Trustee and the Remarketing Agent.  The Borrower shall by
1:00 P.M. on the proposed Conversion Date deliver to the
Paying Agent sufficient funds to pay the Purchase Price.  In
no event shall the failure of Bonds to be converted to
another Mode for any reason be deemed to be, in and of
itself, a Default or Event of Default under this Indenture,
so long as the Purchase Price of all Bonds required to be
purchased is made available as provided above.

               (c)  Mandatory Tender for Purchase.  On each
Effective Date, Bonds in the Multiannual Mode are subject to
mandatory tender for purchase as provided in the form of
Multiannual Bonds.  Notwithstanding the foregoing, in the
event that the Rate Period to take effect on the Effective
Date for Bonds in the Multiannual Mode is to be of the same
duration as the Rate Period ending on the day prior to said
Effective Date for such Bonds, such Bonds need not be
tendered by the owner thereof if such owner shall have given
irrevocable written or telephone notice (promptly confirmed
by telecopier), not less than 10 Business Days' prior to
said Effective Date to the Paying Agent of its election not
to tender ("Notice of Election to Retain Bonds") the Bonds
for purchase.  Notices of Election to Retain Bonds received
after 2:00 P.M. on any Business Day shall be deemed to be
received on the next succeeding Business Day.  A Notice of
Election to Retain Bonds shall be in the form provided in
the form of Multiannual Bonds and must specify the amount of
Bonds to be retained, which amount may represent the
principal amount of such Owner's Bonds in whole or in part,
which amount shall be in an authorized denomination.  Prior
to the close of business on the 10th Business Day preceding
the Effective Date, the Paying Agent shall notify the
Remarketing Agent of the Notices of Election to Retain Bonds
received by the Paying Agent in proper form and timely
fashion and the aggregate amount of Bonds that are to be
retained upon the Effective Date pursuant to such Notices of
Election to Retain Bonds.  The Paying Agent's determination
of whether or not a Notice of Election to Retain Bonds has
been properly completed and delivered in compliance with the
requirements set forth herein shall be binding on the
Bondowner submitting the notice.

          (5)  Conversion to Fixed Rate Mode.  The interest
rate on any portion of the Bonds may be converted by the
Borrower to the Fixed Rate as provided in the form of the
Daily, Flexible, Weekly and Multiannual Bonds, Sections
2.3(G)(1), (2), (3) and (4) and this Section 2.3(G)(5);
provided, however, that the prior written consent of the
Authority shall be required in connection with any
conversion of the Bonds, in whole or in part, from either
the Daily, Weekly or Flexible Modes to the Fixed Rate Mode. 
Upon receipt of the notice of conversion to the Fixed Rate
Mode from the Borrower, the Remarketing Agent shall
determine the Fixed Rate not later than 2:00 P.M. two (2)
Business Days before the Conversion Date.  The Fixed Rate
shall be the lowest rate which in the judgment of the
Remarketing Agent, on the basis of prevailing financial
market conditions, would permit the sale of the Bonds being
so converted at par plus accrued interest as of the
Effective Date on the basis of their terms as converted.

          On the date of determination thereof, the
Remarketing Agent shall notify the Paying Agent, the
Borrower and the Trustee by telephone, confirmed in writing,
of the Fixed Rate.  The Trustee shall promptly notify the
Authority in writing of the Fixed Rate.  The determination
of the Fixed Rate shall be conclusive and binding on the
Authority, the Trustee, the Paying Agent, the Borrower and
the Bondowners.  The Fixed Rate shall become effective on
the Fixed Rate Conversion Date and shall remain in effect
for the remaining term of the Bonds.

          Notwithstanding the foregoing, if the
preconditions to conversion to the Fixed Rate Mode
established by this Section 2.3(G)(5) are not met by 11:00
A.M. on the Conversion Date, the Paying Agent shall
immediately notify the Trustee by telephone, promptly
confirmed in writing.  Upon such notice, the Trustee shall
deem the proposed conversion to have failed and shall
proceed as such under Section 2.3(G)(1)(b), (2)(b), (3)(b)
or (4)(b), whichever is applicable.

          (6)  Partial Conversion

          (a)  General.  The Bonds may be converted in whole
or in part to the Daily Mode, the Flexible Mode, the Weekly
Mode, any Rate Period in the Multiannual Mode or the Fixed
Rate Mode upon compliance with the conditions set forth in
this Indenture.  In the event the Bonds are in (or are to be
converted to) more than one Mode, the provisions of this
Indenture relating to Bonds in a particular Mode (or to be
converted to a particular Mode) shall apply only to the
Bonds in (or to be converted to) such Mode and, where
necessary or appropriate, any reference in this Indenture to
the Bonds shall be construed to mean the Bonds in (or to be
converted to) such Mode and any reference to Standby Bond
Purchase Agreement or Bank shall be construed to mean the
Standby Bond Purchase Agreement supporting the Bonds in (or
to be converted to) such Mode and the Bank providing that
Standby Bond Purchase Agreement.

          (b)  Selection.  In the event of any partial
conversion of the Bonds to a new Mode, the Bonds to be
converted shall be selected by the Paying Agent from Bonds
in the Mode selected by the Borrower.  The particular Bonds
(or portions thereof) to be converted shall be selected by
the Paying Agent from all the Bonds in the Mode (or in the
case of Bonds in the Multiannual Mode, the Rate Period) from
which Bonds are to be converted.  The principal amount of
Bonds to be converted shall be determined so that all of the
Bonds shall be in the denominations required under Section
3.2 hereof for the particular Modes.  Bonds (or portions
thereof) in the Daily or Weekly Mode shall be selected by
lot and the selection of the Bonds to be converted shall
occur prior to the date notice of mandatory tender is sent
by the Paying Agent pursuant to Section 2.3(G)(1)(d) or
Section 2.3(G)(3)(d), as applicable.

          (c)  Amendment.  Provisions of this Indenture may
be amended to permit or facilitate partial conversions of
the Bonds without Bondowner consent in accordance with
Section 10.2 hereof.

          (7)  Interest on Overdue Principal.  Any overdue
principal of any Bond shall bear interest after its maturity
or acceleration at the last interest rate in effect on that
Bond.  Whenever a Bond is deemed to be in the Flexible Mode
with a Rate Period of one day under the terms of this
Indenture (as a result of a failure by the Remarketing Agent
to determine a Flexible Rate or Rate Period, or if such
determination is determined to be invalid or unenforceable)
it shall not be necessary for the Trustee or the Paying
Agent to authenticate and deliver a new Bond certificate to
evidence such Flexible Mode Bond with a one day Rate Period,
but such Mode and Rate Period shall be reflected in the
records of the Paying Agent.

          (8)  Conditions Precedent to Alternate Interest
Rate Period.  Subject to the provisions set forth in this
Section 2.3, a change to a new Mode for any Bonds shall not
take place unless the Borrower shall deliver, or cause to be
delivered, to the Trustee, the Paying Agent, the Bank, the
Authority and the Remarketing Agent on the Effective Date of
the alternate Mode an opinion of Bond Counsel.  If such
opinion of Bond Counsel is not received on the proposed
Effective Date of such alternate Mode, then all such Bonds
shall be purchased on such date as provided in this
Indenture and all such Bonds shall continue to be subject to
the current Mode.  The opinion of Bond Counsel shall state
that the action proposed to be taken is authorized or
permitted by the Indenture and the Act and will not
adversely affect the exclusion of interest on the Bonds from
gross income for purposes of federal income taxation under
Section 103 of the Code.  Delivery of such an opinion of
Bond Counsel will also be required as a condition precedent
to an adjustment from one Rate Period in the Flexible Mode
to a Rate Period of a different duration from the prior Rate
Period within the Flexible Mode, or from one Rate Period in
the Multiannual Mode to a Rate Period of a different
duration than the prior Rate Period within the Multiannual
Mode, on the Effective Date of such new Flexible Rate or
Multiannual Rate Period.  Notwithstanding the foregoing, the
requirement of delivery of such Bond Counsel opinion shall
be waived upon delivery of an opinion of Bond Counsel to the
effect that changes in Modes (other than a change to a Fixed
Rate Mode), adjustments from one Rate Period in the Flexible
Mode to a Rate Period of a different duration within the
Flexible Mode or adjustments from one Rate Period in the
Multiannual Mode to a Rate Period of a different duration
within the Multiannual Mode, as appropriate, no longer
require delivery of such aforesaid opinion of Bond Counsel.

          (9)  Bank Bonds.  Bonds purchased with moneys
provided under the Standby Bond Purchase Agreement shall be
acquired for the benefit of the Bank, and the Bank shall be
the beneficial owner of such Bonds.  Such Bonds shall
constitute "Bank Bonds" and shall be held by the Paying
Agent as agent for the Bank unless and until (A) the Paying
Agent has received a certificate from the Bank authorizing
the release of such Bank Bonds and stating that the
commitment of the Bank to purchase Bonds has been increased
to cover the principal of and interest to the extent
required hereunder and under the Agreement on the Bank Bonds
to be released or (B) such Bank Bonds are transferred to the
Borrower and subsequently cancelled.  Pending transfer to a
purchaser (including, but not limited to, the Borrower),
Bank Bonds are not transferable or deliverable to any party
except the Bank.  The Remarketing Agent shall continue to
use its best efforts to arrange for the sale of any Bank
Bonds at a price equal to the principal amount thereof plus
accrued interest.  The Bank shall be entitled to receive all
payments of principal of and interest on Bank Bonds,
including interest accrued at the Bank Rate for the period
during which such Bank Bonds are held by the Bank.  The Bank
shall release Bank Bonds upon payment to the Bank of all
amounts due and owing to the Bank.

          Notwithstanding anything to the contrary in this
paragraph, if and for so long as the Bonds are to be held
under the book entry only system in accordance with Section
2.3(F), the registration requirements under this Section
2.3(G)(9) shall be deemed satisfied if Bank Bonds are (1)
registered in the name of DTC or its nominee in accordance
with Section 2.3(F) hereof; (2) credited on the books of DTC
to the account of the Paying Agent (or its nominee); and (3)
further credited on the books of the Trustee (or such
nominee) to the account of the Bank (or its designee).

          (10) Bank Rate.  Notwithstanding anything in the
Bonds or in this Indenture to the contrary, Bank Bonds shall
accrue interest at the Bank Rate from and including the date
such Bonds are purchased with moneys provided by the Standby
Bond Purchase Agreement until (but not including) the day
such Bank Bonds are remarketed pursuant to Section 9.19 and
delivered to the purchasers thereof or purchased by the
Borrower or the day the principal of such Bank Bonds is paid
at maturity or upon acceleration or upon redemption.

     Section 2.4.  Redemption of Bonds.  (A) General
Optional Redemption.  The Bonds are redeemable as provided
in each form of Bond prior to maturity at the option of the
Authority in accordance with the written direction of the
Borrower to the Authority and the Trustee of its intention
to prepay amounts due under the Agreement pursuant to
Section 8.1(A) thereof.  Such redemption of Bonds, other
than Bonds in the Flexible Mode, shall be in accordance with
the terms of the Bonds (provided that, if less than all the
Bonds Outstanding shall be called for redemption, the
Borrower shall designate (to the extent not otherwise
prohibited) the amount of Bonds and Mode to be redeemed, and
if less than all of the Bonds Outstanding in any Mode shall
be called for redemption, Bonds to be so redeemed in any
Mode shall be selected by the Paying Agent by lot or in any
customary manner of selection as determined by the Paying
Agent) at the redemption prices plus accrued interest to the
redemption date as described in the forms of Bonds.  For
purposes of this Section, references to the term Mode shall
be deemed to include different Rate Periods within the
Multiannual Mode.  Redemption of Bonds in the Flexible Mode
pursuant to this Section shall be only on an Effective Date
for the Bonds to be redeemed at the then applicable Purchase
Price for such Bonds.  

          (B)  Extraordinary Optional Redemption.  In
addition, at the option of the Authority, which option shall
be exercised upon the giving of notice by the Borrower of
its intention to prepay amounts due under the Agreement
pursuant to Section 8.1(B) thereof, the Outstanding Bonds in
the Multiannual or Fixed Rate Modes shall be subject to
redemption prior to maturity as a whole at any time at the
redemption price of 100% of the principal amount thereof
plus accrued interest to the date of redemption, if (i) any
one or more of the events of casualty to or condemnation of
the Project or the Plant, change in law, or other events
specified in Section 8.1(B) of the Agreement shall have
occurred, as evidenced in each case by the filing with the
Trustee of a certificate of an Authorized Representative of
the Borrower, (ii) all Bonds in the Daily Mode or Weekly
Mode are to be redeemed pursuant to Section 2.4(A) on or
before such extraordinary optional redemption date and (iii)
all Bonds in the Flexible Mode are to be redeemed pursuant
to Section 2.4(A) on or before the later of (A) the first
Effective Date for such Bonds after notice of the
extraordinary optional prepayment pursuant to Section 8.1(B)
of the Agreement is given by the Borrower or (B) such
extraordinary optional redemption date.  The Borrower's
right to direct the redemption of the Bonds in the
Multiannual or Fixed Rate Mode upon the occurrence of any
event as set forth in the Agreement shall expire six (6)
months, and any such redemption shall occur within nine (9)
months, after such event occurs.

          (C)  Mandatory Taxability Redemption.  In the
event of a Determination of Taxability, the Bonds shall be
redeemed in the manner and as provided in this Indenture, at
the redemption price equal to 100% of the principal amount
thereof plus accrued interest to the date of redemption
following the Determination of Taxability with respect to
such Bond on the redemption date(s) specified in the form of
Bond of the mode then in effect.  In the case of any
redemption pursuant to this subsection, the Authority or the
Borrower shall deliver to the Trustee a certificate of an
Authorized Representative specifying the event giving rise
to such inclusion in the gross income of the recipient
thereof and the dates which are the Tax Incidence Date and
the date of the Determination of Taxability.  Such
certificate shall be delivered at least ten days before
notice of redemption is required to be given.

          (D)  Redemption at the Option of the Authority
Upon Occurrence of Certain Events.  In the event that a
substantial portion of the Project is abandoned at any one
time or in the aggregate, or in the event of any disposition
of all or any part of the Borrower's ownership interest in
the Project (other than as permitted by the Agreement) or in
the event that the Plant is not repaired, reconstructed,
relocated, or replaced following damage or destruction of
all or substantially all of such Plant, in each case, as
determined in accordance with Section 6.4(A) of the
Agreement, the Bonds are subject to redemption, at the
option of the Authority pursuant to Section 6.4 or 7.3 of
the Agreement, which option shall be exercised upon the
giving of notice by the Authority to the Borrower and the
Trustee of the Authority's election to accelerate the loan
obligation of the Borrower pursuant to the Agreement, (1) on
a date selected by the Borrower, which date shall occur not
later than three years from the date of mailing to the
Borrower of the Authority's notice of election to so redeem,
or (2) on a date selected by the Authority which date shall
occur not less than 210 days from the date of mailing to the
Borrower of the Authority's notice of election to so redeem
should the Borrower fail to give notice under Section 6.4 of
the Agreement, at a Redemption Price equal to 100% of the
principal amount thereof, plus accrued interest to the
redemption date.

          (E)  Upon any redemption of Bonds there shall also
be due and payable, concurrently with the payment of the
Redemption Price, interest accrued on the Bonds and all
other amounts then due under the Financing Documents.

          (F)  Redemption of Bonds permitted or required by
this Article II shall be made as follows, and the Trustee
shall give the notice of redemption referred to in Section
6.3 hereof in respect of each such redemption:

          (1)  Redemption shall be made pursuant to the
     general optional redemption provisions of Section
     2.4(A) in such principal amounts as the Borrower shall
     request in a written notice to the Trustee in
     accordance with Section 8.2 of the Agreement.  Any
     redemption of Bonds pursuant to Section 2.4(A) hereof,
     while the Bonds are in the Daily, Weekly or Flexible
     Modes, shall be made solely with Eligible Funds and any
     notice of such redemption shall indicate that it is
     conditioned upon there being on deposit with the
     Trustee on the redemption date Eligible Funds
     sufficient to pay the redemption price of Bonds to be
     so redeemed together with accrued interest thereon.

          (2)   Redemption shall be made pursuant to the
     extraordinary optional redemption provisions of Section
     2.4(B) at such date or dates as the Borrower shall
     request in a written notice to the Authority and
     Trustee in accordance with Section 8.2 of the
     Agreement, to which shall be attached the certificate
     referred to in Section 8.1(B) thereof.  Any redemption
     of Bonds pursuant to Section 2.4(B) hereof, while the
     Bonds are in the Daily, Weekly or Flexible Modes, shall
     be made solely with Eligible Funds and any notice of
     such redemption shall indicate that it is conditioned
     upon there being on deposit with the Trustee on the
     redemption date Eligible Funds sufficient to pay the
     redemption price of Bonds to be so redeemed together
     with accrued interest thereon.

          (3)  Redemption shall be made pursuant to the
     Mandatory Taxability redemption provisions of Section
     2.4(C) at the earliest possible date following receipt
     of the certificate prescribed in Section 2.4(C) hereof
     and of the payments made by the Borrower prescribed in
     Section 6.3 of the Agreement, without the necessity of
     any instructions or further act of the Authority or the
     Borrower.

          (4)  Redemption shall be made pursuant to the
     occurrence of certain events in accordance with the
     redemption provisions of Section 2.4(D) on such date as
     the Borrower shall request in a written notice to the
     Trustee in accordance with Section 6.4 of the Agreement
     or shall be made as provided in Section 7.3 of the
     Agreement.  Any redemption of Bonds pursuant to
     Section 2.4(D) hereof, while the Bonds are in the
     Daily, Weekly or Flexible Modes, shall be made solely
     with Eligible Funds and any notice of such redemption
     shall indicate that it is conditioned upon there being
     on deposit with the Trustee on the redemption date
     Eligible Funds sufficient to pay the redemption price
     of Bonds to be so redeemed together with accrued
     interest thereon. 

          (G)  Mandatory Redemption of Bank Bonds.

          (i)  Bank Bonds shall be subject to mandatory
     redemption or, at the option of the Borrower, purchase
     by the Borrower, at the times and in the amounts
     provided therefor in the Standby Bond Purchase
     Agreement.  This mandatory redemption provision does
     not relieve the Remarketing Agent of its obligation to
     continue its efforts to remarket Bank Bonds that have
     not been redeemed.  For purposes of determining which
     Bank Bonds have been remarketed on any date, it is
     assumed that they have been remarketed on a pro rata
     basis.  If at any time, Bank Bonds are subject to
     mandatory redemption under both this Section 2.4(G)(i)
     and Section 2.4(G)(ii), Section 2.4(G)(ii) shall govern
     the redemption of the Bank Bonds.

          (ii) If the Trustee receives notice from the Bank
     that an "event of termination" (as defined or used in
     the Standby Bond Purchase Agreement) has occurred under
     the Standby Bond Purchase Agreement, all Bank Bonds
     shall be redeemed or, at the option of the Borrower,
     purchased immediately upon receipt of such notice at a
     price equal to the principal amount thereof plus
     accrued and unpaid interest thereon, including interest
     accrued at the Bank Rate, to the redemption date;
     except that the Bank Bonds are not required to be
     redeemed or purchased if the Trustee has received
     notice prior to such proposed redemption or purchase
     date, as the case may be, from the Bank that (i) the
     event of termination has been waived by the Bank; (ii)
     the event of termination has been cured; or (iii) an
     insurance policy provided by an additional or
     replacement bond insurer would result in a long-term
     rating on the Bonds by S&P and Moody's of AAA and Aaa,
     respectively (or their equivalent rating).

          (iii)     No further authorization from the
     Authority or the Borrower shall be required to effect
     any redemption or purchase of Bank Bonds pursuant to
     Sections 2.4(G)(i) or 2.4(G)(ii).  The Trustee shall
     promptly provide a copy of any notice received under
     Section 2.4(G)(ii), and shall provide notice of
     redemption or purchase under Sections 2.4(G)(i) or
     2.4(G)(ii) on the date thereof, to the Bank, the
     Authority, the Paying Agent, the Remarketing Agent, the
     Bond Insurer and the Borrower.  No further notice of
     redemption is required in connection with the
     redemption of Bank Bonds under this Section 2.4(G).

     Section 2.5.  Execution and Authentication of Bonds. 
(A) After their authorization as provided in this Article,
Bonds may be executed by or on behalf of the Authority and
delivered to the Trustee or the Paying Agent for
authentication.  Each Bond shall be executed in the name of
the Authority by the manual or facsimile signature of any
one or more Authorized Representatives of the Authority.

          (B)  In case any officer who shall have signed any
of the Bonds shall cease to be such officer before the Bonds
so signed shall have been authenticated and delivered by the
Trustee or the Paying Agent, such Bonds may nevertheless be
authenticated and delivered as herein provided as if the
person who so signed such Bonds had not ceased to be such
officer.  Any Bond may be signed on behalf of the Authority
by any person who, on the date of such act, shall hold the
proper office, notwithstanding that at the date of such Bond
such person may not have held such office.

          (C)  The Bonds shall each bear thereon a
certificate of authentication, in the form set forth in the
recitals to this Indenture, executed manually by the Trustee
or the Paying Agent.  Only such Bonds as shall bear thereon
such certificate of authentication shall be entitled to any
right or benefit under this Indenture and no Bond shall be
valid or obligatory for any purpose until such certificate
of authentication shall have been duly executed by the
Trustee or the Paying Agent.  Such certificate of the
Trustee or the Paying Agent upon any Bond executed on behalf
of the Authority shall be conclusive evidence that the Bond
so authenticated has been duly authenticated and delivered
under this Indenture and that the holder thereof is entitled
to the benefits hereof.

     Section 2.6.  Delivery of Bonds.  The Bonds shall be
executed in the form and manner set forth herein and shall
be deposited with the Trustee and thereupon shall be
authenticated by the Trustee or the Paying Agent.  Upon
payment to the Trustee of the proceeds of sale thereof, such
Bonds shall be delivered by the Trustee or the Paying Agent
to or upon the order of the purchasers thereof, but only
upon receipt by the Trustee of:

          (1)  A certified copy of the Authority's
     resolution authorizing the issuance of the Bonds and,
     the execution and delivery of this Indenture and the
     Financing Documents;

          (2)  Original executed counterparts of the
     Financing Documents other than the Mortgage Bonds, and
     the originally executed Mortgage Bonds;

          (3)  The originally executed Standby Bond Purchase
     Agreement and Insurance Policy;

          (4)  A request and authorization to the Trustee or
     the Paying Agent on behalf of the Authority to
     authenticate and deliver the Bonds to the purchasers
     therein identified upon payment to the Trustee, for the
     account of the Authority, of a sum specified in such
     request and authorization, plus any accrued interest on
     the Bonds to the date of such delivery.  The proceeds
     of such payment shall be paid over to the Trustee and
     deposited in the Debt Service Fund and the Project Fund
     pursuant to Article IV hereof; and

          (5)  A written opinion by Bond Counsel to the
     effect that the issuance of such Bonds has been duly
     authorized and that all conditions precedent to the
     delivery thereof set forth in this Indenture have been
     fulfilled.


                         ARTICLE III

            GENERAL TERMS AND PROVISIONS OF BONDS

     Section 3.1.  Date of Bonds.  The Bonds shall be dated
and bear interest from the date of original delivery
thereof.

     Section 3.2.  Form and Denominations.  Bonds shall be
issued in fully registered form, without coupons, in
denominations of $100,000 or any multiple of $1,000 in
excess of $100,000 in the Flexible Mode, $5,000 or any
multiple thereof in the Fixed Rate Mode and Multiannual Mode
and $100,000 or any multiple thereof in the Daily Mode and
Weekly Mode.  Subject to the provisions of Section 3.3
hereof, the Bonds shall be in substantially the form set
forth in the recitals to this Indenture, with such
variations, omissions and insertions as are permitted or
required by this Indenture.

     Section 3.3.  Legends.  Each Bond shall contain on the
face thereof a statement to the effect that neither the
State nor any municipality thereof shall be obligated to pay
the principal of the Bond or interest thereon and neither
the faith and credit nor taxing power of the State or any
municipality thereof is pledged to such payment.  The Bonds
may, in addition, contain or have endorsed thereon such
provisions, specifications and descriptive words not
inconsistent with the provisions of this Indenture as may be
necessary or desirable to comply with custom or otherwise as
may be determined by the Authority prior to the delivery
thereof.

     Section 3.4.  Medium of Payment.  The principal or
Redemption Price, if any, of and interest on the Bonds shall
be payable in any coin or currency of the United States of
America which, on the respective dates of payment thereof,
is legal tender for the payment of public and private debts. 
Such payment may be made as provided in Section 2.3 hereof.

     Section 3.5.  Bond Details.  Subject to the provisions
hereof, the Bonds shall be dated, shall mature in such years
and such amounts, shall bear interest at such rate or rates
per annum, shall be subject to redemption on such terms and
conditions and shall be payable as to principal or
Redemption Price, if any, and interest at such place or
places as shall be specified in this Indenture.

     Section 3.6.  Interchangeability, Transfer and
Registry. (A) Each Bond shall be transferable only upon
compliance with the restrictions on transfer set forth on
such Bond and only upon the books of the Authority, which
shall be kept for the purpose at the principal office of the
Paying Agent, by the registered owner thereof in person or
by his attorney duly authorized in writing, upon
presentation thereof together with a written instrument of
transfer satisfactory to the Paying Agent duly executed by
the registered owner or his duly authorized attorney.  Upon
the transfer of any Bond, the Paying Agent shall prepare and
issue in the name of the transferee one or more new Bonds in
authorized denominations of the same aggregate principal
amount as the surrendered Bond.  Exchanges and transfers
will be without expense to the owner except for applicable
taxes or other governmental charges, if any.

          (B)  Any Bond, upon surrender thereof at the
office of the Paying Agent with a written instrument of
transfer satisfactory to the Paying Agent, duly executed by
the registered owner or his attorney duly authorized in
writing, may be exchanged at the office of the Paying Agent
for a new Bond or Bonds in authorized denominations of the
same aggregate principal amount without transfer to a new
registered owner.  No transfer will be effective unless
represented by such surrender and reissue.

          (C)  Except as otherwise specifically provided
herein, the Authority, the Borrower, the Trustee, and any
Paying Agent may deem and treat the person in whose name any
Bond shall be registered as the absolute owner of such Bond,
whether such Bond shall be overdue or not, for the purpose
of receiving payment of, or on account of, the principal and
Redemption Price, if any, of and interest on such Bond and
for all other purposes, and all payments made to any such
registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid, and neither
the Authority, the Trustee nor any Paying Agent, nor any
agent of the foregoing, shall be affected by any notice to
the contrary.

          (D)  The Paying Agent shall not be required to
exchange or transfer (a) any Bond during the fifteen (15)
day period preceding the date fixed for selection of Bonds
for redemption, or (b) any Bonds selected, called or being
called for redemption in whole or in part except, in the
case of any Bond to be redeemed in part, the portion thereof
not so to be redeemed.

     Section 3.7.  Bonds Mutilated, Destroyed, Stolen or
Lost.  In case any Bond shall become mutilated or be
destroyed, stolen or lost, the Authority shall execute and
thereupon the Trustee or the Paying Agent shall authenticate
and deliver, a new Bond of like series, maturity and
principal amount as the Bond so mutilated, destroyed, stolen
or lost, in exchange and substitution for such mutilated
Bond, upon surrender and cancellation of such mutilated Bond
or in lieu of and substitution for the Bond destroyed,
stolen or lost, upon filing with the Trustee of evidence
satisfactory to the Authority, the Trustee and the Paying
Agent that such Bond has been destroyed, stolen or lost and
proof of ownership thereof, and upon furnishing the
Authority, the Trustee and the Paying Agent with indemnity
satisfactory to them and complying with such other
reasonable requirements as the Authority and the Trustee and
the Paying Agent may prescribe and paying such expenses as
the Authority, the Trustee and the Paying Agent may incur. 
All Bonds so surrendered to the Trustee shall be cancelled
by it.  Any such new Bonds issued pursuant to this Section
in substitution for Bonds alleged to be destroyed, stolen or
lost shall constitute original additional contractual
obligations on the part of the Authority, whether or not the
Bonds so alleged to be destroyed, stolen or lost be at any
time enforceable by anyone, and shall be equally secured by
and entitled to equal and proportionate benefits with all
other Bonds issued hereunder in any moneys or securities
held by the Authority, the Trustee or the Paying Agent for
the benefit of the owners of the Bonds.

     Section 3.8.  Cancellation and Destruction of Bonds. 
All Bonds paid or redeemed in full, either at or before
maturity, shall be delivered to the Paying Agent when such
payment or redemption is made, and such Bonds together with
all Bonds purchased by the Paying Agent, together with all
Bonds surrendered in any exchange or transfers, shall
thereupon be promptly cancelled.  All Bonds acquired and
owned by the Borrower and delivered to the Paying Agent for
cancellation shall be deemed paid and shall be promptly
cancelled.  Bonds so cancelled shall be cremated or
otherwise destroyed by the Paying Agent, who shall execute a
certificate of cremation or destruction in duplicate under
signature of one of its authorized officers describing the
Bonds so cremated or otherwise destroyed, and one executed
certificate shall be filed with the Authority and the other
executed certificate shall be retained by the Paying Agent. 
The Paying Agent shall provide written notice to Moody's, if
the Bonds are then rated by Moody's and to S&P, if the Bonds
are then rated by S&P, of the final payment or redemption of
any of the Bonds, either at or before maturity, upon
cancellation of any such Bonds.

     Section 3.9.  Requirements With Respect To Transfers. 
In all cases in which the privilege of transferring Bonds is
exercised, the Authority shall execute and the Trustee or
the Paying Agent shall authenticate and deliver Bonds in
accordance with the provisions of this Indenture.  All Bonds
surrendered in any such transfer shall forthwith be
cancelled by the Trustee or the Paying Agent.  For every
such transfer of Bonds, the Authority, the Trustee or the
Paying Agent may, as a condition precedent to the privilege
of making such transfer, make a charge sufficient to
reimburse it for any tax, fee or other governmental charge
required to be paid with respect to such transfer and may
charge a sum sufficient to pay the cost of preparing and
delivering each new Bond issued upon such transfer, which
sum or sums shall be paid by the person requesting such
transfer.  


                         ARTICLE IV

                APPLICATION OF BOND PROCEEDS

     Section 4.1.  Accrued Interest.  Simultaneously with
the delivery of any Bonds by the Trustee, the amount
received as accrued interest thereon, if any, shall be
deposited in the Debt Service Fund.

     Section 4.2.  Bond Proceeds and Premium.  The proceeds
of sale and delivery of any Bonds, together with any premium
received on account of the sale thereof (but excluding any
accrued interest), shall simultaneously with the delivery
thereof by the Trustee be deposited in the Project Fund.


                          ARTICLE V

               CUSTODY AND INVESTMENT OF FUNDS

     Section 5.1.  Creation of Funds. (A) The Authority
hereby establishes and creates the following special trust
Funds:

          (1)  Project Fund

          (2)  Debt Service Fund

          (3)  Rebate Fund

          (B)  The Rebate Fund shall be held by the Trustee
free and clear of any lien, charge or pledge created by this
Indenture.  All of the Funds created hereunder shall be held
by the Trustee, including one or more depositories in trust
for the Trustee.  All moneys and investments deposited with
the Trustee or any Paying Agent shall be held in trust and
applied only in accordance with this Indenture and shall be
trust funds for the purposes of this Indenture.  All monies
received by the Remarketing Agent in accordance with the
provisions of this Indenture and any remarketing agreement
entered into by the Remarketing Agent, the Borrower and the
Authority shall be immediately transferred on the date of
receipt by the Remarketing Agent to the Paying Agent.

     Section 5.2.  Project Fund. (A) There shall be
deposited in the Project Fund any and all amounts required
to be deposited therein pursuant to Section 4.2 hereof or
otherwise required to be deposited therein pursuant to the
Agreement or this Indenture.

          (B)  Provided no event of default has occurred,
the Trustee shall apply the amounts in the Project Fund, at
the direction of the Borrower, to pay the costs of the
Project and the issuance of the Bonds including, but not
limited to:

          (1)  The costs of title insurance, surveys, legal
     fees and recording and other closing expenses;

          (2)  Obligations incurred for labor and materials;

          (3)  All costs of contract bonds and of insurance
     of all kinds that may be required or necessary during
     the course of construction of the Project;

          (4)  All costs of engineering services, including
     the costs of test borings, surveys, estimates, plans
     and specifications and preliminary investigation
     therefor and for supervising construction, as well as
     for the performance of all other duties required by or
     consequent upon the proper construction of, and
     alterations, additions and improvements to, the
     Project;

          (5)  All expenses incurred in connection with the
     issuance, execution and sale of the Bonds, including
     compensation and expenses of the Trustee, legal,
     accounting and consulting expenses and fees, costs of
     printing and engraving, and recording and filing fees;

          (6)  All costs which the Borrower shall be
     required to pay, under the terms of any contract or
     contracts, for the acquisition, construction,
     installation or equipping of the Project, including any
     amounts required to reimburse the Borrower for advances
     made for any of the above items or for any other costs
     incurred and for work done which are properly
     chargeable to the Project; and

          (7)  Any other costs and expenses relating to the
     Project.

     (C)  The Trustee is hereby authorized and directed to
issue its checks or to effect wire transfers for each
disbursement from the Project Fund (excepting any fees and
expenses payable to the Trustee as to which no further
authority is required) upon a requisition submitted to the
Trustee and signed by an Authorized Representative of the
Borrower in substantially the form attached hereto as
Appendix A.  Such requisition shall state with respect to
each payment to be made:  (1) the requisition number, (2)
the name and address of the person, firm or corporation to
whom payment is due, or to whom a reimbursable advance, if
any, has been made, (3) the amount to be paid, (4) that each
obligation mentioned therein has been properly incurred
within the provisions of the Agreement, is a proper charge
against the Project Fund, is unpaid or unreimbursed, and has
not been the basis of any previous withdrawal, (5) that the
requisition and the use of proceeds set forth therein are
consistent in all material respects with the Tax Regulatory
Agreement, and (6) that 95% or more of the amount
requisitioned is to be applied to costs (a) paid or incurred
prior to August 15, 1993, (b) for the acquisition,
construction or reconstruction of land or property of a
character subject to the allowance for depreciation provided
in Section 167 of the Internal Revenue Code of 1986, as
amended, and (c) which are chargeable to the capital account
of the Project or would be so chargeable either with an
election by the Borrower or but for the election of the
Borrower to deduct the amount of the item.

     (D)  In making any such payment from the Project Fund
the Trustee may rely on such requisitions and proof
delivered to it and the Trustee shall be relieved of all
liability with respect to making such payments in accordance
with the foregoing.

     (E)  The Trustee shall hold in the Project Fund an
amount equal to 5% of the net proceeds of the Bonds until
the Trustee has received, with respect to the Bonds, a
certified statement of Project Costs together with the
Borrower's certificate to the effect that Project Costs in
an amount equal to 95% or more of the Proceeds of the Bonds
(as defined in the Tax Regulatory Agreement) have been paid
or incurred for the acquisition, construction or
reconstruction of land or depreciable property under the
Code and have been or could be capitalized by the Borrower
for federal income tax purposes.  Such documents may be
delivered upon issuance of the Bonds and may anticipate the
use of the final amounts to be requisitioned permitted by
this subsection 5.2(E).  Upon the receipt of such documents,
the Trustee shall apply the balance in the Project Fund to
or at the direction of the Borrower in accordance with such
documents.  

     Section 5.3.  Debt Service Fund.  (A) Purpose.  The
moneys in the Debt Service Fund and any investments held as
part of such Fund shall be held in trust and, except as
otherwise provided in this Indenture, shall be applied by
the Trustee solely to pay the Purchase Price or the
principal of, premium, if any, and interest on, the Bonds. 
When moneys in the Debt Service Fund are to be applied to
the payment of the Bonds, the Trustee shall transfer such
moneys to the Paying Agent on the payment date therefor. 
Proceeds of demands under a Standby Bond Purchase Agreement
shall not be deposited in the Debt Service Fund, but shall
be held by the Paying Agent in trust pursuant to Section
5.8(D) and applied as provided in this Indenture.

     (B)  Excess in Debt Service Fund.  If at any time the
amount of funds in the Debt Service Fund exceeds the amount
necessary to pay the principal of, premium, if any, and
interest on the Bonds in full and all amounts owing or to be
owing under the Agreement to the Authority, the Trustee and
the Paying Agent, then the Trustee shall apply such excess
first to the Bank, in fulfillment of any obligations owed to
it under the Standby Bond Purchase Agreement, as certified
by the Bank, and second, if any balance remains, to the
Borrower.

     Section 5.4.  Rebate Fund. (A) There shall be credited
to the Rebate Fund all amounts required to be credited
thereto from interest earnings or net gain on disposition of
investments pursuant to this Article V.

          (B)   On the first Business Day following each
Computation Period (as defined in the Tax Regulatory
Agreement), upon direction in writing from the Borrower,
pursuant to the Tax Regulatory Agreement, the Trustee shall
withdraw from the Funds and deposit to the Rebate Fund an
amount such that the amount held in the Rebate Fund after
such deposit is equal to the Rebate Amount (as defined in
the Tax Regulatory Agreement) calculated as of the last day
of the Computation Period; provided, however, that the
Trustee may transfer monies from any Fund only to the extent
such transfer does not result in an Event of Default
hereunder.  In the event of any deficiency, the balance
required shall be provided by the Borrower pursuant to
Section 8.3 of the Tax Regulatory Agreement.  Computations
of the amounts on deposit in each Fund and of the Rebate
Amount shall be furnished to the Trustee by the Borrower in
accordance with Section 8.3 of the Tax Regulatory Agreement. 
Any amounts on deposit in the Rebate Fund in excess of the
Rebate Amount shall be deposited to the Debt Service Fund.

          (C)  The Trustee, upon receipt of written
instructions from an Authorized Representative of the
Borrower in accordance with Section 8.3 of the Tax
Regulatory Agreement, shall pay to the United States out of
amounts in the Rebate Fund (1) not later than 30 days after
the end of each five-year period following the date of
issuance of the Bonds of each series, an amount such that,
together with amounts previously paid, the total amount paid
to the United States is equal to 90% of the Rebate Amount
calculated as of the end of the most recent Computation
Period, and (2) not later than 30 days after the date on
which all of the Bonds of any series have been paid or
redeemed, 100% of the Rebate Amount as of the end of the
final Computation Period.

     (D)  In transferring any funds to the Rebate Fund and
making any payments to the United States from the Rebate
Fund, the Trustee may rely on the written directions and
computations provided it by the Borrower and the Trustee
shall be relieved of all liability with respect to the
making of such transfers and payments in accordance with the
foregoing.

     Section 5.5.  Investment of Funds. (A) Except as
otherwise provided in this Indenture, amounts in the Funds
held hereunder shall, if and to the extent then permitted by
law, be invested in Authorized Investments.  Investments
authorized under this Section shall be made by the Trustee
at the written request of an Authorized Representative of
the Borrower, and may be made by the Trustee through its own
bond department.  Any investment hereunder shall be made in
accordance with the Tax Regulatory Agreement, including
particularly the terms and conditions of Article VII thereof
relating to arbitrage.  Such investments shall mature in
such amounts and at such times as may be necessary to
provide funds when needed to make payments from such Funds,
and any such investments shall, subject to the provisions
hereof, at all times be deemed to be a part of the Fund,
from which the investment was made.

          (B)  The income or interest earned and gains
realized in excess of losses suffered by any Fund held
hereunder from the date of delivery of the Bonds shall be
credited to the Debt Service Fund (except income or interest
earned and gains realized in excess of losses suffered by
the Rebate Fund, which shall be credited to the Rebate
Fund).

          (C)  Prior to each Interest Payment Date on the
Bonds, the Trustee shall notify the Borrower of the amount
of any net investment income or gain received and collected
subsequent to the preceding interest payment date and the
amount then available in the Debt Service Fund.

     Section 5.6.  Non-presentment of Bonds.  In the event
any Bond shall not be presented for payment when the
remaining principal thereof becomes due, either at final
maturity, or at the date fixed for redemption thereof, or
otherwise, and funds sufficient to pay any such Bond shall
have been made available to the Trustee for the benefit of
the holder or holders thereof, all liability of the
Authority to the holder thereof for the payment of such Bond
shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the
Trustee to hold such funds, without liability for interest
thereon, for the benefit of the holder of such Bond, who
shall thereafter be restricted exclusively to such funds,
for any claim of whatever nature on his part under this
Indenture or on, or with respect to, such Bond.  Such funds
shall be invested in overnight Federal Securities at the
direction of the Borrower for the account of the Borrower or
shall otherwise remain uninvested.  Funds remaining with the
Trustee as above and unclaimed for six years shall be paid
to the Borrower.

     Section 5.7.  Application of Moneys.  If, in addition
to moneys derived under the Standby Bond Purchase Agreement,
available moneys in the Debt Service Fund are not sufficient
on any day to pay all principal, premium, if any, and
interest on the Outstanding Bonds then due or overdue, such
moneys shall, after payment (from funds other than moneys in
the Debt Service Fund derived from the Mortgage Bonds or
from the proceeds of the Insurance Policy received in
accordance with Article XIII hereof), of all amounts owing
to the Trustee and the Authority under the Agreement be
applied first to the payment of interest, including interest
on overdue principal, in the order in which the same became
due (pro rata with respect to interest which became due at
the same time) and second to the payment of principal and
redemption premiums, if any, without regard to the order in
which the same became due in each case pro rata among
Bondowners; provided, however, that amounts derived under
the Standby Bond Purchase Agreement shall be applied
exclusively to the purchase of Bonds supported by the
Standby Bond Purchase Agreement.  In the event there exist
Borrower Bonds on the date of any application of moneys
under this section, moneys otherwise to be paid to the
Borrower pursuant to this Section shall be applied (subject
to Section 5.8(C)) as follows:  first, pro rata to all
Bondowners other than the Borrower, second, if any balance
remains, to the Bank in fulfillment of any obligations owed
to it under the Standby Bond Purchase Agreement, and third,
if any further balance remains, to the Borrower in respect
of any Borrower Bonds.  Whenever moneys are to be applied
pursuant to this Section, such moneys shall be applied at
such times, and from time to time, as the Trustee in its
discretion shall determine, having due regard to the amount
of such moneys becoming available for such application and
the likelihood of additional moneys becoming available for
such application in the future.  Whenever the Trustee shall
exercise such discretion it shall fix the date (which shall
be the first day of a month unless the Trustee shall deem
another date more suitable) upon which such application is
to be made, and upon such date interest on the amounts of
principal paid on such date shall cease to accrue.  Whenever
overdue interest is to be paid on the Bonds, the Trustee may
establish a special record date as provided in the forms of
Bonds.  The Trustee shall promptly notify the Paying Agent
of any special record date and give such other notice as it
may deem appropriate of the fixing of any such date and
special record date.  When interest or a portion of the
principal is to be paid on an overdue Bond, the Trustee or
the Paying Agent may require presentation of the Bond for
endorsement of the payment.  Prior to any payment to be made
to the Bank pursuant to clause second of the sixth preceding
sentence, the Trustee may require a certificate from the
Bank as to amounts due under the Standby Bond Purchase
Agreement, and the Trustee may rely conclusively thereon.

     Section 5.8.  Payment of Debt Service; Application;
Borrower Bonds.  (A) Debt Service.  The Trustee shall
immediately deposit any funds received from the Borrower
pursuant to Section 3.1(c) of the Agreement or the Mortgage
Bonds in the Debt Service Fund.  Upon telephonic request by
the Paying Agent, promptly confirmed in writing and made on
or before 11:00 A.M. on a date when payment of principal,
premium, if any, or interest is due on the Bonds, the
Trustee shall disburse funds from the Debt Service Fund to
the Paying Agent for the payment of principal, premium, if
any, and interest payable on the Bonds as provided in
Section 5.3(A) hereof.  For purposes of the immediately
preceding sentence, interest on the Bonds shall include the
component of any Purchase Price of Bonds in the Daily Mode
and the Flexible Mode representing interest on the Bonds.

          (B)  Tenders for Purchase.  Demand for payment
under the Standby Bond Purchase Agreement for the purchase
of Bonds tendered for mandatory purchase pursuant to Section
2.3(G)(1)(d), 2.3(G)(2)(c), or 2.3(G)(3)(d) or for Bonds
tendered for purchase at the Bondowner's election pursuant
to Section 2.3(G)(1)(c) or 2.3(G)(3)(c) shall be made
pursuant to Section 9.18(A) hereof.

          (C)  Failed Conversion.  Whenever there is a
failed conversion from the Daily, Flexible or Weekly Mode,
the Paying Agent shall demand payment under the Standby Bond
Purchase Agreement as provided in Section 2.3(G)(1)(b), 2.3
(G)(2)(b) or 2.3(G)(3)(b), as appropriate.

          (D)  Use of Standby Bond Purchase Agreement.  All
amounts received by the Paying Agent under any Standby Bond
Purchase Agreement shall be held in a fund separate and
apart from all other amounts held by the Paying Agent, shall
remain uninvested and shall be used solely to pay the
Purchase Price on the Bonds for which the Standby Bond
Purchase Agreement is available.  Purchase Price of Borrower
Bonds, Bank Bonds and Bonds not supported by a Standby Bond
Purchase Agreement shall not be paid from amounts made
available under a Standby Bond Purchase Agreement.

          (E)  [Reserved].

          (F)  Borrower's Purchase of Bonds.  If the amount
received by the Paying Agent from demands made under the
Standby Bond Purchase Agreement, together with all other
amounts (including remarketing proceeds) received by the
Paying Agent for the purchase of Bonds supported by the
Standby Bond Purchase Agreement and tendered pursuant to
Section 2.3(G)(1)(c) or (d), 2.3(G)(2)(c) or 2.3(G)(3)(c) or
(d), is not sufficient to pay the Purchase Price of such
Bonds on the Purchase Date, the Paying Agent shall before
3:30 P.M. on such Purchase Date, notify the Borrower, the
Remarketing Agent and the Trustee of such deficiency by
telephone promptly confirmed in writing.  Pursuant to
Section 3.10 of the Agreement, and only after a failure by
the Bank to honor a demand for payment under the Standby
Bond Purchase Agreement made in strict compliance with the
requirements of the Standby Bond Purchase Agreement, the
Borrower shall pay to the Paying Agent in immediately
available funds by 4:00 P.M. on the Purchase Date an amount
equal to the Purchase Price of such Bonds less the amount,
if any, available to pay the Purchase Price in accordance
with Section 9.18 from the proceeds of the remarketing of
such Bonds or from demands made under a Standby Bond
Purchase Agreement, as reported by the Paying Agent.  Bonds
so purchased with moneys furnished by the Borrower shall be
Borrower Bonds.


                         ARTICLE VI

                     REDEMPTION OF BONDS

     Section 6.1.  Privilege of Redemption and Redemption
Price.  Bonds or portions thereof subject to redemption
prior to maturity shall be redeemable, upon mailed notice as
provided in this Article, at the times, at the Redemption
Prices and upon such terms, in addition to and consistent
with the terms contained in this Article, as shall be
specified in Section 2.4 hereof and in such Bonds.

     Section 6.2.  Selection of Bonds to be Redeemed.  In
the event of redemption of less than all the Outstanding
Bonds in each Mode, the Trustee shall assign to each such
Outstanding Bond a distinctive number for each $5,000 in
principal amount thereof, and shall select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to such Bonds as many
numbers as, at $5,000 for each number, shall equal the
principal amount of such Bonds to be redeemed.  The Bonds to
be redeemed shall be Bonds to which are assigned numbers so
selected, but only so much of the principal amount of such
Bond of a denomination of more than $5,000 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
selected.  Notwithstanding anything herein to the contrary,
Bank Bonds shall be redeemed prior to the redemption of any
other Bonds.  For purposes of this Section, Bonds or
portions of Bonds which have theretofore been selected by
lot for redemption shall not be deemed Outstanding. 
Notwithstanding the foregoing provisions of this Section
6.2, so long as the Bonds are in the Book-Entry Only System,
when Bonds are called, allocation shall be made by DTC or
any successor securities depository and not by the Authority
or the Trustee.

     Section 6.3.  Notice of Redemption.  When Bonds are to
be redeemed, the Paying Agent shall give notice (which
notice may state that it is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed
for redemption and which notice shall be of no effect unless
such moneys are so received on or before such date) to the
Bondowners in the name of the Authority, which notice shall
identify the Bonds to be redeemed, state the date fixed for
redemption and specify the office of the Paying Agent at
which such Bonds will be redeemed.  The notice shall further
state that on such date there shall become due and payable
upon each Bond to be redeemed the redemption price thereof,
together with interest accrued to the redemption date, and
that moneys therefor having been deposited with the Paying
Agent, from and after such date, interest thereon shall
cease to accrue and that the Bonds or portions thereof
called for redemption shall cease to be entitled to any
benefit under this Indenture except the right to receive
payment of the redemption price.  The Paying Agent shall
mail the redemption notice the number of days prior to the
date fixed for redemption provided in the forms of Bond for
the Mode the Bonds are in, to the registered owners of any
Bonds which are to be redeemed, at their addresses shown on
the registration books maintained by the Paying Agent. 
Failure to mail notice to a particular Bondowner, or any
defect in the notice to such Bondowner, shall not affect the
redemption of any other Bond.  No notice shall be given of
redemption of Bonds in the Flexible Mode, except for such
redemption pursuant to Section 2.4(C) or (D) as and when
provided in the form of Flexible Bond.

     Section 6.4.  Payment of Redeemed Bonds. (A) Notice
having been given in the manner provided in Section 6.3
hereof, the Bonds or portions thereof so called for
redemption shall become due and payable on the redemption
dates so designated at the Redemption Price, plus interest
accrued to the redemption date and all other amounts then
due under the Financing Documents.  If, on the redemption
date, monies for the redemption of all the Bonds or portions
thereof to be redeemed, together with interest to the
redemption date, and all other amounts then due under the
Financing Documents, shall be held by the Paying Agent so as
to be available therefor on such date and if notice of
redemption shall have been given as aforesaid, then, from
and after the redemption date, interest on the Bonds or
portions thereof so called for redemption shall cease to
accrue and become payable.  If such monies shall not be so
available on the redemption date, such Bonds or portions
thereof shall continue to bear interest until paid at the
same rate as they would have borne had they not been called
for redemption.

          (B)  Payment of the Redemption Price together with
interest and all other amounts then due to the Bondholders
under the Financing Documents shall be made to or upon the
order of the registered owner, only upon presentation of the
Bond for cancellation or notation as provided in Section 6.5
hereof.

     Section 6.5.  Cancellation of Redeemed Bonds. (A) All
Bonds redeemed in full under the provisions of this Article
shall forthwith be cancelled and destroyed by the Trustee
and a certificate of destruction furnished to the Authority,
and no Bonds shall be executed, authenticated, issued or
delivered in exchange or substitution therefor or for or in
respect of any paid portion of a fully registered Bond.  In
the event that a portion only of a Bond shall be so called
for redemption, then, at the option of the registered owner
thereof if such owner is a securities depository, such Bond
may be either submitted to the Trustee for notation thereon
of the payment of the portion of the principal thereof
called for redemption or surrendered for redemption.  If so
surrendered, one or more new Bonds shall be issued for the
unredeemed portion hereof.

          (B)  If there shall be drawn for redemption less
than all of a Bond, the Authority shall execute and the
Trustee shall authenticate and deliver, upon the surrender
of such Bond, without charge to the owner thereof, for the
unredeemed balance of the principal amount of the Bond so
surrendered, Bonds of like series and maturity in any of the
authorized denominations.


                         ARTICLE VII

                    PARTICULAR COVENANTS

     Section 7.1.  No Pecuniary Liability on Authority or
Officers.  (A) No covenant or agreement contained in this
Indenture or in the Bonds or any obligations herein or
therein imposed upon the Authority or the breach thereof,
shall constitute or give rise to a charge upon its general
credit, or impose upon the Authority a pecuniary liability
except as set forth herein.  In making the agreements,
provisions and covenants set forth in this Indenture, the
Authority has not obligated itself except with respect to
the Project and the application of the revenues derived in
connection therewith as hereinabove provided.

          (B)  All covenants, stipulations, promises,
agreements and obligations of the Authority contained herein
shall be deemed to be covenants, stipulations, promises,
agreements and obligations of the Authority and not of any
member, officer, agent or employee thereof in his individual
capacity.  No recourse shall be had for the payment of the
principal or Redemption Price, if any, of or interest on the
Bonds, for the performance of any obligation hereunder, or
for any claim based thereon or hereunder against any such
member, officer, agent or employee or against any natural
person executing the Bonds.  No such member, officer, agent,
employee or natural person is or shall become personally
liable for any such payment, performance or other claim, and
in no event shall any monetary or deficiency judgment be
sought or secured against any such member, officer, agent,
employee or other natural person.

     Section 7.2.  Payment of Principal, Redemption Price,
if any, and Interest.  The Authority covenants that it will
promptly pay, solely from the revenues or other monies
derived in connection with the Project or otherwise
available hereunder, the principal or Redemption Price, if
any, of and interest on every Bond issued under this
Indenture, together with all other amounts due under the
Financing Documents, at the place, on the dates and in the
manner provided herein and in the Bonds according to the
true intent and meaning thereof.

     Section 7.3.  Performance of Covenants.  The Authority
covenants that it will faithfully perform at all times any
and all covenants, undertakings, stipulations and provisions
contained in this Indenture, in any and every Bond executed,
authenticated and delivered hereunder and in all of its
proceedings pertaining thereto.  The Authority covenants
that it is duly authorized under the Constitution and laws
of the State, including particularly and without limitation
the Act, to issue the Bonds authorized hereby and to execute
this Indenture, to create, accept and assign the liens in
the property described herein and created hereby, to grant
the security interest herein provided, to assign the
Financing Documents and to pledge the revenues and other
amounts hereby pledged in the manner and to the extent
herein set forth; that all action on its part for the
issuance of the Bonds and the execution and delivery of this
Indenture has been duly and effectively taken, and that the
Bonds in the hands of the holders and owners thereof are and
will be valid and enforceable obligations according to their
terms and the terms of this Indenture, except to the extent
that such enforceability may be limited by bankruptcy or
insolvency or other laws affecting creditors' rights
generally or by general principles of equity.

     Section 7.4.  Further Assurances.  The Authority and
the Trustee each covenants that it will do, execute,
acknowledge and deliver or cause to be done, executed,
acknowledged and delivered, such indentures supplemental
hereto and such further acts, instruments and transfers as
the other may reasonably require for the better assuring,
transferring, conveying, pledging, assigning and confirming
unto the Trustee all and singular the property and rights
assigned hereby and the amounts pledged hereby to the
payment of the principal or Redemption Price, if any, of and
interest on the Bonds and all other amounts due under the
Financing Documents.

     Section 7.5.  Inspection of Project Books.  The
Authority covenants and agrees that all books and documents
in its possession relating to the Project and the revenues
derived from the Project shall at all times be open to
inspection by such accountants or other agencies as the
Trustee may from time to time designate.

     Section 7.6.  Rights under Financing Documents.  The
Financing Documents, originals or duly executed counterparts
of which have been filed with the Trustee, set forth the
covenants and obligations of the Authority and the Borrower,
including provisions that subsequent to the issuance of
Bonds and prior to their payment in full or provision for
payment thereof in accordance with the provisions hereof the
Financing Documents may not be effectively amended, changed,
modified, altered or terminated without the written consents
provided for therein, and reference is hereby made to the
same for a detailed statement of the covenants and
obligations of the Borrower thereunder.  Subject to the
provisions of Article IX hereof, the Trustee agrees to
enforce all covenants and obligations of the Borrower under
the Financing Documents and it is agreed that the Trustee
may and is hereby granted the right to enforce all rights of
the Authority and all obligations of the Borrower under and
pursuant to the Financing Documents.  Nothing in this
Section shall permit any reduction in the payments required
to be made by the Borrower under or pursuant to the
Financing Documents or any alteration in the terms of
payment thereof.  All covenants and agreements on the part
of the Authority shall, except as otherwise specifically
provided herein, be for the benefit of the holders from time
to time of the Bonds and may be enforced in the manner
provided by Article VIII hereof on behalf of such holders by
the Trustee.

     Section 7.7.  Creation of Liens, Indebtedness.  The
Authority shall not create or suffer to be created any lien
or charge upon or pledge of the revenues and other income
from or in connection with the Project, except the lien,
charge and pledge created by this Indenture and the Bonds. 
The Authority shall not incur any indebtedness or issue any
evidence of indebtedness, other than the Bonds herein
authorized, secured by a lien on or pledge of such revenues
and income.

     Section 7.8.  Recording and Filing.  The Authority
covenants that it will cause the Financing Documents, this
Indenture and all supplements thereto and hereto, as well as
such other security agreements, financing statements, and
other instruments as may be required from time to time to be
kept, to be recorded and filed in such manner and in such
places as may be required by law in order to fully preserve
and protect the security of the holders and owners of the
Bonds and the rights of the Trustee hereunder.


                        ARTICLE VIII

                   REMEDIES OF BONDHOLDERS

     Section 8.1.  Events of Default; Acceleration of Due
Dates.  (A) Each of the following events is hereby defined
as and shall constitute an "Event of Default":

          (1)   Failure to duly and punctually pay when due
     (a) the interest on any Bond, (b) any installment of
     the principal or Redemption Price of any Bond, whether
     at the stated maturity thereof by acceleration, or upon
     proceedings for redemption thereof, or (c) the Purchase
     Price of any Bond (including any Bank Bonds required to
     be purchased pursuant to a Standby Bond Purchase
     Agreement), provided, that it shall not be an Event of
     Default if interest (other than interest due at
     maturity, by acceleration, or upon redemption, or
     interest included in the Purchase Price) on any Bond in
     the Fixed Rate Mode or in the Multiannual Mode with an
     original Rate Period of not less than five years is
     paid within five days after it becomes due.

          (2)  (a) Failure to perform or observe any other
     of the covenants, agreements or conditions on the part
     of the Authority in this Indenture or in the Bonds
     contained and not otherwise a default hereunder and the
     continuance thereof for a period of thirty days after
     written notice given by the Trustee or by the owners of
     not less than twenty-five percent (25%) of the
     principal amount of Bonds then Outstanding (other than
     Borrower Bonds), or (b) the occurrence of an "event of
     default" under any of the Financing Documents other
     than under Section 7.1(6) of the Agreement.

          (3)   The occurrence of an "event of default"
     under Section 7.1(6) of the Agreement.

          (4)   The occurrence of any Event of Default as
     defined in the Mortgage.

          (B)  Acceleration.  If (1) an Event of Default
described in Sections 8.1(A)(1), (2) or (3) occurs and is
continuing, or (2) an Event of Default described in Section
8.1(A)(4) occurs and is continuing, and provided that the
Mortgage Bonds have become immediately due and payable in
accordance with the terms of the Mortgage, then, in either
event, the Trustee may, with the written consent of the Bond
Insurer and the Bank, and shall, at the written direction of
the Bond Insurer, the Bank or the Bondowners of at least 25%
in principal amount of the Bonds Outstanding (other than
Borrower Bonds), by written notice to the Bond Insurer, the
Borrower, the Authority, the Paying Agent, and the
Remarketing Agent, declare immediately due and payable the
principal of the Outstanding Bonds (including Borrower
Bonds) and the accrued interest thereon, whereupon the same
shall become immediately due and payable without any further
action or notice.  If at any time after such acceleration
and before any judgment or decree for the payment of moneys
with respect thereto has been entered all amounts payable to
the Authority and the Trustee hereunder and on Bonds subject
to acceleration under this Section 8.1(B) (except principal
of and interest on the Bonds which are due solely by reason
of such acceleration) shall have been paid or provided for
by deposit with the Trustee and all existing Defaults shall
have been cured or waived, then the Bondowners representing
a majority in principal amount of the Bonds subject to
acceleration under this Section 8.1(B) (other than Borrower
Bonds) may annul such acceleration and its consequences by
written notice to the Authority, the Trustee and the
Borrower.  Such annulment shall be binding upon the
Authority, the Trustee and all of the Bondowners, but no
such annulment shall extend to or affect any subsequent
Default or impair any right or remedy consequent thereto.

     Section 8.2.  Enforcement of Remedies. (A) Upon the
happening and continuance of any Event of Default, then and
in every case, but subject to the provisions of Section 9.2
hereof, the Trustee, may proceed, and upon the written
request of the owners of not less than 51% in principal
amount of the Bonds Outstanding (other than Borrower Bonds),
shall proceed, to protect and enforce its rights and the
rights of the Bondholders under the Act, the Bonds, the
Financing Documents, the Insurance Policy, the Standby Bond
Purchase Agreement and this Indenture, and under any
agreement executed in connection with the foregoing,
forthwith by such suits, actions or special proceedings in
equity or at law, or by proceedings in the office of any
board or officer having jurisdiction, whether for the
specific performance of any covenant or agreement contained
in this Indenture or the Financing Documents or in aid of
the execution of any power granted therein or in the Act or
for the enforcement of any legal or equitable rights or
remedies as the Trustee, being advised by counsel, shall
deem most effectual to protect and enforce such rights or to
perform any of its duties under this Indenture.

          (B)  In the enforcement of any right or remedy
under this Indenture, the Financing Documents, the Insurance
Policy, the Standby Bond Purchase Agreement or under the
Act, the Trustee shall be entitled to sue for, enforce
payment on and receive any or all amounts then or during any
Default becoming, and any time remaining, due from the
Authority for principal, Redemption Price, interest or
otherwise under any of the provisions of the Financing
Documents, this Indenture or of the Bonds, and unpaid, with
interest on overdue payments at the applicable rate or rates
of interest specified in the Bonds, together with any and
all costs and expenses of collection and of all proceedings
under the Financing Documents, this Indenture and under the
Bonds, without prejudice to any other right or remedy of the
Trustee or of the Bondholders, and to recover and enforce
judgment or decree against the Authority, but solely as
provided in the Financing Documents, this Indenture, the
Insurance Policy, the Standby Bond Purchase Agreement and in
the Bonds, for any portion of such amounts remaining unpaid,
with interest, costs, and expenses, and to collect in any
manner provided by law, the monies adjudged or decreed to be
payable.

          (C)  Regardless of the happening of an Event of
Default, the Trustee, if requested in writing by the owners
of not less than 51% in principal amount of the Bonds then
Outstanding (other than Borrower Bonds) and furnished with
reasonable security and indemnity, shall institute and
maintain such suits and proceedings as it may be advised
shall be necessary or expedient to prevent any impairment of
the security under this Indenture by any acts which may be
unlawful or in violation of the Indenture or of any
resolution authorizing Bonds, and such suits and proceedings
as the Trustee may be advised shall be necessary or
expedient to preserve or protect its interests and the
interests of the Bondholders; but no such request shall be
otherwise than in accordance with the provisions of law and
of the Indenture or be unduly prejudicial to the interests
of the holders of Bonds not making such request.

          (D)  Anything in this Indenture to the contrary
notwithstanding, upon the occurrence and continuance of an
Event of Default as defined herein, the Bond Insurer shall
be entitled to control and direct the enforcement of all
rights and remedies granted to the Bondholders or the
Trustee for the benefit of the Bondholders under this
Indenture, including, without limitation:  (i) the right to
accelerate the principal of the Bonds as described in this
Indenture; and (ii) the right to annul any declaration of
acceleration, and the Bond Insurer shall also be entitled to
approve in writing all waivers of Events of Default.

     Section 8.3.  Application of Revenues and Other Monies
After Default.  (A) After the occurrence of an Event of
Default, any funds pledged as security hereunder and any
other moneys received by the Trustee (other than amounts
irrevocably set aside to pay particular Bonds) shall be
applied to amounts due under Section 3.1 of the Agreement
(without regard to any grace periods), which amounts shall
be applied in the order specified in Section 5.7 hereof.

     (B)  Whenever monies are to be applied pursuant to the
provisions of this Section, such monies shall be applied at
such times, and from time to time, as the Trustee shall
determine, having due regard to the amount of such monies
available for application and the likelihood of additional
monies becoming available for such application in the
future.  Whenever the Trustee shall apply such funds, it
shall fix the date upon which such application shall be
made.  The Trustee shall give such notice as it may deem
appropriate of the deposit with it of any such monies and of
the fixing of any such date, and shall not be required to
make payment to the owner of any Bonds until such Bonds
shall be presented to the Trustee for appropriate
endorsement or for cancellation if fully paid.

     Section 8.4.  Actions by Trustee.  The Trustee may
enforce the provisions of this Indenture by appropriate
legal proceedings for the specific performance of any
covenant, obligation or agreement contained herein whether
or not a Default or an Event of Default exists, or for the
enforcement of any other appropriate legal or equitable
remedy, and may recover damages caused by any breach by the
Borrower of the provisions of the Agreement, including, but
not limited to, (to the extent the Agreement may lawfully
provide) court costs, reasonable attorney's fees and other
costs and expenses incurred in enforcing the obligations of
the Borrower to it under the Agreement which it has not
assigned to the Trustee.  All rights under this Indenture
and the Bonds may be enforced by the Trustee without the
possession of any Bonds or the production thereof at the
trial or other proceedings relative thereto, and any
proceeding instituted by the Trustee shall be brought in its
name for the ratable benefit of the Bondowners.

     Section 8.5.  [Reserved].

     Section 8.6.  Majority Bondholders Control Proceedings. 
(A) Subject to Sections 8.1(B) and 8.12, the holders of at
least 51% in aggregate principal amount of Bonds then
Outstanding (other than Borrower Bonds) shall have the
right, at any time, by an instrument or instruments in
writing executed and delivered to the Trustee, to direct the
method and place of conducting all proceedings to be taken
in connection with the enforcement of the terms and
conditions of the Indenture, or for any other proceedings
hereunder; but such direction shall not be otherwise than in
accordance with the provisions of law and of the Indenture.

          (B)  Bondholders representing a majority in
principal amount of the Outstanding Bonds shall have the
right, at any time, by written notice to the Trustee and the
offering of indemnity as provided in Section 9.2, to direct
the Trustee, as holder of all of the Mortgage Bonds, to
exercise the rights available to it as holder of such bonds
under the Mortgage, including, without limitation, as to
rendering notice to the Mortgage Trustee of the occurrence
of a default thereunder, the institution of any suit, action
or proceeding to enforce payments on the Mortgage Bonds
which were not paid when due or other proceeding in respect
of the Mortgage which the Trustee, as holder of the Mortgage
Bonds, is entitled to institute, and as to the time, place
and method of any such proceeding for any remedy available
to the Trustee, as holder of the Mortgage Bonds, subject,
however, to compliance with the applicable provisions of the
Mortgage.

     Section 8.7.  Individual Bondholder Action Restricted.
(A) No owner of the Bonds shall have any right to institute
any suit, action or proceeding at law or in equity for the
enforcement of any provision of this Indenture or the
execution of any trust under this Indenture or for any
remedy under this Indenture, unless such owners shall have
previously given to the Trustee written notice of the
happening of an Event of Default, as provided in this
Article, and the owners of at least 51% in principal amount
of the Bonds then Outstanding (other than Borrower Bonds)
shall have filed a written request with the Trustee, and
shall have offered it reasonable opportunity, either to
exercise the powers granted in this Indenture or by the Act
or by the laws of the State or to institute such action,
suit or proceeding in its own name, and unless such owners
shall have offered to the Trustee adequate security and
indemnity against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee shall have
refused to comply with such request for a period of sixty
days after receipt by it of such notice, request and offer
of indemnity, it being understood and intended that no owner
of any Bond shall have any right in any manner whatever by
his or their action to affect, disturb or prejudice the
pledge created by the Indenture, or to enforce any right
under the Indenture, except in the manner herein provided;
and that all proceedings at law or in equity to enforce any
provision of the Indenture shall be instituted, had and
maintained in the manner provided in the Indenture and for
the equal benefit of all owners of the Outstanding Bonds.

          No owner of any of the Bonds shall have any direct
right to demand payment under the Standby Bond Purchase
Agreement.  No owner of any of the Bonds shall have any
right to institute any suit, action or proceeding at equity
or at law to enforce a demand for payment under the Standby
Bond Purchase Agreement.

          (B)  Nothing herein or in the Bonds contained
shall affect or impair the right of any owner of the Bonds
to payment of the principal or Redemption Price, if any, of
and interest on any Bond or other amounts due under the
Financing Documents at and after the maturity thereof, or
the obligation of the Authority to pay the principal or
Redemption Price, if applicable, of and interest on each of
the Bonds or other amounts due under the Financing Documents
to the respective owners thereof at the time, place, from
the source and in the manner herein and in such Bonds
expressed.

     Section 8.8.  Effect of Discontinuance of Proceedings. 
In case any proceeding taken by the Trustee on account of
any Event of Default shall have been dismissed, discontinued
or abandoned for any reason, or shall have been determined
adversely, then and in every such case the Authority, the
Trustee, and the owners of the Bonds shall be restored,
respectively, to their former positions and rights
hereunder, and all rights, remedies, powers and duties of
the Trustee shall continue as though no such proceedings had
been taken.

     Section 8.9.  Remedies Not Exclusive.  No remedy by the
terms of this Indenture conferred upon or reserved to the
Trustee or to the owners of the Bonds 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 hereunder or now or hereafter existing at
law or in equity or by statute.

     Section 8.10.  Delay or Omission Upon Default.  No
delay or omission of the Trustee or of the owners of any
Bond to exercise any right or power arising upon any Event
of Default shall impair any right or power or shall be
construed to be a waiver of any such default or any
acquiescence therein; and every power and remedy given by
this Article to the Trustee and the owner of any Bond and
the Bank, respectively, may be exercised from time to time
and as often as may be deemed expedient by the Trustee or by
the owner of the Bonds.

     Section 8.11.  Notice of Default.  The Trustee shall
promptly mail, to each owner of the Bonds, written notice of
the occurrence of any Event of Default of which it has
actual knowledge.  Actual knowledge means the actual
knowledge of an officer in the Trustee's corporate trust
department.  The Trustee shall not, however, be subject to
any liability to any owner of the Bonds by reason of its
failure to mail any notice required by this Section.

     Section 8.12.  Waivers of Default.  At any time before
an acceleration pursuant to Section 8.1(B), the Trustee may
waive a Default (other than a Default in the payment of the
Purchase Price, principal of, premium, if any, or interest
on the Bonds) and its consequences with respect to Bonds
subject to acceleration pursuant to Section 8.1(B), by
written notice to the Borrower, and in the absence of
inconsistent instructions from Bondowners pursuant to
Section 8.6 shall do so upon written instruction of the
owners of at least twenty-five per cent (25%) in principal
amount of such Bonds Outstanding (other than Borrower
Bonds).  No waiver under this section shall affect the right
of the Trustee or the Authority to enforce the payment of
any amounts owing to it.  The Trustee shall not waive any
Event of Default under Section 8.1(A)(1).

     Any cure or waiver of any "Default" under the Mortgage
and a rescission and annulment of its consequences shall
constitute a cure or waiver of the corresponding Event of
Default under Section 8.1(A)(4) and a rescission and
annulment of the consequences thereof, and the Trustee, upon
receiving notice thereof, shall give written notice of such
cure or waiver, rescission or annulment to the Authority and
the Borrower, and shall give notice thereof by mail to all
Bondholders; but no such cure or waiver, rescission and
annulment shall extend to or affect any subsequent Event of
Default or impair any right or remedy consequent thereon.


                         ARTICLE IX

                  TRUSTEE AND PAYING AGENTS

     Section 9.1.  Appointment and  Acceptance  of Duties. 
Fleet National Bank, Hartford, Connecticut, is hereby
appointed as Trustee.  The Trustee shall signify its
acceptances of the duties and obligations of the Trustee by
executing this Indenture.  All provisions of this Article
shall be construed as extending to and including all the
rights, duties and obligations imposed upon the Trustee
under the Agreement and the other Financing Documents as
fully for all intents and purposes as if this Article were
contained in the Agreement and the other Financing
Documents.

     Section 9.2.  Indemnity.  Except with respect to the
Trustee's mandatory duties with respect to acceleration of
the Bonds pursuant to Section 8.1 hereof, demanding payment
under the Standby Bond Purchase Agreement or the Insurance
Policy, and paying or causing to be paid in accordance with
this Indenture, the principal, Redemption Price, if any, and
interest, on the Bonds, the Trustee shall be under no
obligation to institute any suit, or to take any remedial
proceeding under this Indenture, or to enter any appearance
in or in any way defend any suit in which it may be made
defendant, or to take any steps in the execution of the
trusts hereby created or in the enforcement of any rights
and powers hereunder, until it shall be indemnified and
provided with adequate security to its satisfaction against
any and all reasonable costs and expenses, outlays, and
counsel fees and other disbursements, and against all
liability not due to its wilful misconduct, gross negligence
or bad faith.

     The Trustee shall be indemnified for and held harmless
against any loss, liability or expense incurred without
gross negligence or bad faith on its part arising out of or
in connection with the acceptance or administration of this
trust, including the costs and expenses of defending itself
against any claim or liability in connection with the
exercise or performance of any of its powers or duties
hereunder.  No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing
that payment of such funds or adequate indemnity against
such risk or liability is not assured to it.

     Section 9.3.  Responsibilities of Trustee. (A) The
Trustee shall have no responsibility in respect of the
validity or sufficiency of this Indenture or the security
provided hereunder or the due execution hereof by the
Authority, or in respect of the title or the value of the
Project, or in respect of the validity of any Bonds
authenticated and delivered by the Trustee in accordance
with this Indenture or to see to the recording or filing of
the Indenture or any financing statement (except the filing
of continuation statements as provided in Section 9.13
hereof) or any other document or instrument whatsoever.  The
recitals, statements and representations contained herein
and in the Bonds shall be taken and construed as made by and
on the part of the Authority and not by the Trustee, and it
does not assume any responsibility for the correctness of
the same; except that the Trustee shall be responsible for
its representation contained in its certificate on the
Bonds.  The obligation hereunder to pay or reimburse the
Trustee for expenses, advances, reimbursements and to
indemnify and hold harmless the Trustee pursuant to Section
9.2 shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of all
obligations under this Indenture.

          (B)  The Trustee shall not be liable or
responsible because of the failure of the Authority to
perform any act required of it by the Indenture or the
Financing Documents or because of the loss of any monies
arising through the insolvency or the act or default or
omission of any depositary other than itself in which such
monies shall have been deposited.  The Trustee shall not be
responsible for the application of any of the proceeds of
the Bonds or any other monies deposited with it and paid
out, invested, withdrawn or transferred in accordance
herewith or for any loss resulting from any such investment. 
The Trustee shall not be liable in connection with the
performance of its duties hereunder except for its own
wilful misconduct, gross negligence or bad faith.  The
immunities and exemptions from liability of the Trustee
shall extend to its directors, officers, employees and
agents.

          (C)  The Trustee, prior to the occurrence of an
Event of Default and subsequent to an Event of Default that
has been cured, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture. 
In case an Event of Default has occurred of which the
Trustee has actual knowledge (as defined in Section 8.11
hereinabove) and which has not been cured the Trustee,
subject to Section 9.2 hereof, shall exercise such of the
rights and powers vested in it hereby and use the same
degree of care and skill in their exercise, as a prudent
person would exercise under the circumstances in the conduct
of his own affairs.

          (D)  The Trustee shall in all instances act in
good faith in incurring costs, expenses and legal fees in
connection with the transactions contemplated by this
Indenture and the Agreement.

          (E)  The Trustee shall not be liable or
responsible for the failure of the Borrower to effect or
maintain insurance on the Project as provided in the
Financing Documents nor shall it be responsible for any loss
by reason of want or insufficiency in insurance or by reason
of the failure of any insurer in which the insurance is
carried to pay the full amount of any loss against which it
may have insured the Authority, the Borrower, the Trustee or
any other person.

          (F)  Except as required (i) to effect an
assignment to a successor Trustee or (ii) to effect an
exchange, in compliance with applicable law in connection
with a bankruptcy reorganization, insolvency, or similar
proceeding involving the Borrower or (iii) to effect the
exchange of any Mortgage Bonds upon payment of a portion of
any Mortgage Bonds, the Trustee shall not sell, assign, or
transfer Mortgage Bonds held by it, and the Trustee shall at
all times maintain physical possession of each of the
Mortgage Bonds until the same is paid or deemed to have been
paid as provided in this Indenture and the Mortgage Bonds
and the Trustee is authorized to enter into an agreement
with the Borrower to such effect, including a consent to the
issuance of stop transfer instructions to the Mortgage
Trustee.  No liability shall attach to the Trustee for any
action taken by it in good faith in reliance upon such
instructions.

          (G)  Voting of Mortgage Bonds.  The Trustee shall,
as the holder of the Mortgage Bonds, attend such meeting or
meetings of bondholders under the Mortgage or, at its
option, deliver its proxy in connection therewith, as relate
to matters with respect to which it is entitled to vote or
consent.  So long as no Event of Default hereunder shall
have occurred and be continuing, either at any such meeting
or meetings, or otherwise when the consent of the holders of
the Borrower's mortgage bonds issued under the Mortgage is
sought without a meeting, the Trustee shall vote as the
holder of the Mortgage Bonds, or shall consent with respect
thereto with respect to any amendment to or modification of
the Mortgage, all Mortgage Bonds then held by it,
proportionately with what the Trustee reasonably believes
will be the vote or consent of the holders of all other
mortgage bonds of the Borrower then outstanding under the
Mortgage, the holders of which shall vote or consent;
provided, however, that the Trustee shall not vote as such
holder in favor of, or give its consent to, any amendment or
modification of the Mortgage which (i) is correlative to any
amendment or modification of this Indenture which would
require the consent of Bondholders, without the prior
consent and approval, obtained in the manner prescribed in
Section 10.3 of this Indenture, of Bondholders which would
be required under said Section 10.3 for such correlative
amendment or modification of this Indenture or (ii) which
would adversely affect the interest of the Bank, without the
prior written consent and approval of the Bank.

          Any action taken by the Trustee in accordance with
the provisions of this Section 9.3(G) shall be binding upon
the Authority and the Bondholders.

          (H)  Surrender of Mortgage Bonds.  The Trustee
shall surrender Mortgage Bonds to the Mortgage Trustee in
accordance with provisions of Section 3.7 of the Agreement.

          (I)  Payment on Mortgage Bonds.  In the event that
a payment on the Mortgage Bonds shall have become due and
payable and shall not have been fully paid, the Trustee
shall forthwith give notice thereof to the Mortgage Trustee
specifying the amount of funds required to make such
payment.  The Trustee shall incur no liability for failure
to give any such notice and such failure shall have no
effect on the obligation of the Borrower on the Mortgage
Bonds or on the rights of the Trustee, the Bondholders or of
the Bank.

          (J)  Notification to Bank of Modification of
Insurance Policy.  The Trustee shall not consent to the
surrender, cancellation, termination, amendment or
modification of the Insurance Policy unless permitted by
this Indenture and unless the written consent thereto of
each Bank is received by the Trustee prior thereto.  The
Trustee shall promptly provide written notice to each Bank
of any proposed surrender, cancellation, termination,
amendment or modification of the Insurance Policy of which
it has knowledge.

     Section 9.4.  Compensation.  The Trustee and Paying
Agents shall be entitled to receive and collect from the
Borrower as provided in the Financing Documents payment for
reasonable fees for services rendered hereunder and all
advances, counsel fees and expenses and other expenses
reasonably and necessarily made or incurred by the Trustee
or Paying Agents in connection therewith.  The Trustee and
the Paying Agent shall have no lien upon any funds or other
property held hereunder by the Trustee.

     Section 9.5.  Evidence on Which Trustee May Act. (A) In
case at any time it shall be necessary or desirable for the
Trustee to make any investigation concerning any fact
preparatory to taking or not taking any action, or doing or
not doing anything, as such Trustee, and in any case in
which this Indenture or the Financing Documents provides for
permitting or taking any action, it may rely upon any
certificate required or permitted to be filed with it under
the provisions hereof or of the Financing Documents, and any
such certificate shall be evidence of such fact or protect
it in any action that it may or may not take, or in respect
of anything it may or may not do, in good faith, by reason
of the supposed existence of such fact.

          (B)  The Trustee shall be protected and shall
incur no liability in acting or proceeding, or in not acting
or not proceeding, in good faith, reasonably and in
accordance with the terms of this Indenture, the Standby
Bond Purchase Agreement or the Financing Documents, upon any
resolution, order, notice, request, consent, waiver,
certificate, statement, affidavit, requisition, bond or
other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or
signed by the proper board or person, or to have been
prepared and furnished pursuant to any of the provisions of
this Indenture or the Financing Documents, or upon the
written opinion of any attorney (who may be an attorney for
the Authority or the Borrower), engineer, appraiser, or
accountant reasonably believed by the Trustee to be
qualified in relation to the subject matter.  The Trustee is
not required to investigate the qualifications of any such
expert.

     Section 9.6.  Evidence of Signatures of Owners of the
Bonds and Ownership of Bonds.  (A) Any request, consent,
revocation of consent or other instrument which this
Indenture may require or permit to be signed and executed by
the owners of the Bonds may be in one or more instruments of
similar tenor, and shall be signed or executed by such
owners of the Bonds in person or by their attorneys
appointed in writing.  Proof of (i) the execution of any
such instrument, or of any instrument appointing any such
attorney, or (ii) the holding by any person of the Bonds
shall be sufficient for any purpose of this Indenture
(except as otherwise herein expressly provided) if made in
the following manner, or in any other manner satisfactory to
the Trustee, which may nevertheless in its discretion
require further or other proof in cases where it deems the
same desirable:

          (1)  The fact and date of the execution by any
     owner of the Bonds or his attorney of such instruments
     may be proved by a guarantee of the signature thereon
     by an officer of a bank or trust company or by the
     certificate of any notary public or other officer
     authorized to take acknowledgments of deeds, that the
     person signing such request or other instrument
     acknowledged to him the execution thereof, or by an
     affidavit of a witness of such execution, duly sworn to
     before such notary public or other officer.  Where such
     execution is by an officer of a corporation or a member
     of a partnership, on behalf of such corporation,
     association or partnership, such signature guarantee,
     certificate or affidavit shall be accompanied by
     sufficient proof of his authority.

          (2)  The ownership of registered Bonds and the
     amount, numbers and other identification, and date of
     owning the same shall be proved by the registry books.

          (B)  Except as otherwise provided in Section 10.3
hereof with respect to revocation of a consent, any request
or consent by the owner of any Bond shall bind all future
owners of such Bond in respect of anything done or suffered
to be done by the Authority or the Trustee or any Paying
Agent in accordance therewith.

     Section 9.7.  Trustee, any Paying Agent, the Bank, and
the Remarketing Agent May Deal in Bonds and With Borrower. 
Any national banking association, bank or trust company
acting as a Trustee, or Paying Agent, and its directors,
officers, employees or agents, the Remarketing Agent and the
Bank may in good faith buy, sell, own, hold and deal in any
of the Bonds and may join in any action which any owner of
the Bonds may be entitled to take and may otherwise deal
with the Borrower with like effect as if such association,
bank or trust company were not such Trustee, Paying Agent,
Bank, or Remarketing Agent.  The Trustee, any Paying Agent,
or the Remarketing Agent, in its individual capacity, either
as principal or agent, may also engage in or be interested
in any financial or other transaction with the Authority or
the Borrower, and may act as depository, trustee or agent
for any committee or body of Bondowners secured hereby or
other obligations of the Authority as freely as if it did
not act in any capacity hereunder.

     Section 9.8.  Resignation or Removal of Trustee.  (A)
The Trustee may resign and thereby become discharged from
the trusts created under this Indenture by notice in writing
to be given to the Authority and by notice mailed, postage
prepaid to the owners of the Bonds not less than sixty days
before such resignation is to take effect, but such
resignation shall not take effect until the appointment of a
successor Trustee pursuant to Section 9.9 hereof and such
successor Trustee shall accept such trust.

          (B)  The Trustee may be removed at any time thirty
(30) days after an instrument or concurrent instruments in
writing, is filed with the Trustee and signed by the owners
of not less than a majority in principal amount of the Bonds
then Outstanding or their attorneys-in-fact duly authorized,
but such removal shall not take effect until the appointment
of a successor Trustee pursuant to Section 9.9 hereof and
such successor Trustee shall accept such trust.  The Trustee
shall promptly give notice of such filing or request to the
Authority.

     Section 9.9.  Successor Trustee.  (A) If at any time
the Trustee shall resign, or shall be removed, be dissolved
or otherwise become incapable of acting or shall be adjudged
a bankrupt or insolvent, or if a receiver, liquidator or
conservator thereof, or of its property, shall be appointed,
or if any public officer shall take charge or control of the
Trustee or of its property or affairs, the position of
Trustee shall thereupon become vacant.  If the position of
Trustee shall become vacant for any of the foregoing reasons
or for any other reason, the Authority shall appoint a
successor Trustee to fill such vacancy.  If the Authority
fails to act prior to the date of resignation of any Trustee
or within fifteen days after the position of Trustee becomes
vacant, the Trustee may appoint a temporary successor
Trustee.  The Authority may thereafter appoint a successor
Trustee to succeed such temporary Trustee.  Within
forty-five (45) days after such appointment, the Authority
or the successor Trustee shall cause notice of such
appointment to be mailed, postage prepaid, to all owners of
the Bonds.

          (B)  At any time within one year after such
vacancy shall have occurred, the owners of a majority in
principal amount of the Bonds then Outstanding, by an
instrument or concurrent instruments in writing, signed by
such owners of the Bonds or their attorneys-in-fact
thereunto duly authorized and filed with the Authority, may
appoint a successor Trustee, which shall, immediately and
without further act, supersede any Trustee theretofore
appointed.  If no appointment of a successor Trustee shall
be made pursuant to the foregoing provisions of this
Section, the owner of any Bond then Outstanding or any
retiring Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee.  Such court may
thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Trustee.

          (C)  Any Trustee appointed under this Section
shall be a national banking association or a bank or trust
company duly organized under the laws of the State or under
the laws of any state of the United States authorized to
exercise corporate trust powers.  At the time of its
appointment, any successor Trustee shall have a capital
stock and surplus aggregating not less than $75,000,000,
shall be acceptable to the Bond Insurer and (if the Bonds
are then rated by Moody's) be rated not less than Baa3 or
P-3 (or a substantially equivalent rating) by Moody's or
otherwise be acceptable to Moody's.

          (D)  Every successor Trustee shall execute,
acknowledge and deliver to its predecessor, and also to the
Authority, an instrument in writing accepting such
appointment, and thereupon such successor Trustee, without
any further act, deed, or conveyance, shall become fully
vested with all monies, estates, properties, rights,
immunities, powers and trusts, and subject to all the duties
and obligations of its predecessor, with like effect as if
originally named as such Trustee; but such predecessor
shall, nevertheless, on the written request of its successor
or of the Authority, and upon payment of the compensation,
expenses, charges and other disbursements of such
predecessor which are due and payable pursuant to Section
9.4 hereof, execute and deliver an instrument transferring
to such successor Trustee all the estate, properties,
rights, immunities, powers and trusts of such predecessor,
except any indemnification rights.  Every predecessor
Trustee shall also deliver all property and monies held by
it under the Indenture to its successor.  Should any
instrument in writing from the Authority be required by any
successor Trustee for more fully and certainly vesting in
such Trustee, the estate, properties, rights, immunities,
powers and trusts vested or intended to be vested in the
predecessor Trustee any such instrument in writing shall, on
request, be executed, acknowledged and delivered by the
Authority.  Any successor Trustee shall promptly notify the
Paying Agents of its appointment as Trustee.

          (E)  Any company into which the Trustee may be
merged or converted or with which it may be consolidated or
any company resulting from any merger, conversion or
consolidation to which it shall be a party or any company to
which the Trustee may sell or transfer all or substantially
all of its corporate trust business, provided such company
shall be a national banking association or a bank or trust
company duly organized under the laws of any state of the
United States, shall have a capital stock and surplus
aggregating not less than $50,000,000, shall (if the Bonds
are then rated by Moody's) be rated not less than Baa3 or
P-3 (or a substantially equivalent rating) by Moody's or
otherwise be acceptable to Moody's and shall be authorized
by law to perform all the duties imposed upon it by the
Indenture, shall be the successor to such Trustee, both in
its capacity as Trustee and in its capacity as Paying Agent
if the Trustee is serving as Paying Agent, without the
execution or filing of any paper or the performance of any
further act.

          (F)  Any Trustee which becomes incapable of acting
as Trustee shall pay over, assign and deliver to its
successor any monies, funds or investments held by it in the
manner provided in Section 9.9(D) and shall render an
accounting to the Authority.

          (G)  Notwithstanding any other provision of this
Indenture to the contrary, no removal, resignation or
termination of the Trustee shall take effect until a
successor, acceptable to the Bond Insurer, shall be
appointed.

     Section 9.10.  Appointment and Responsibilities of
Paying Agent.  The initial Paying Agent shall be Fleet
National Bank, Hartford, Connecticut.  The Paying Agent
shall be entitled to the advice of counsel (who may be
counsel for any party) and shall not be liable for any
action taken in good faith in reliance on such advice.  The
Paying Agent may rely conclusively on any telephone or
written notice, certificate or other document furnished to
it under this Indenture and reasonably believed by it to be
genuine.  The Paying Agent shall not be liable for any
action taken or omitted to be taken by it in good faith and
reasonably believed by it to be within the discretion or
power conferred upon it, or taken by it pursuant to any
direction or instruction by which it is governed under this
Indenture or omitted to be taken by it by reason of the lack
of direction or instruction required for such action, or be
responsible for the consequences of any error of judgment
reasonably made by it.  When any payment or other action by
the Paying Agent is called for by this Indenture, it may
defer such action pending receipt of such evidence, if any,
as it may reasonably require in support thereof.  A
permissive right or power to act shall not be construed as a
requirement to act.  The Paying Agent shall not in any event
be liable for the application or misapplication of funds, or
for other acts or defaults, by any person, firm or
corporation except by their respective directors, officers,
agents and employees.  No recourse shall be had by the
Borrower, the Authority, the Trustee or any Bondowner for
any claim based upon the bad faith, fraud or deceit of such
person.  For the purposes of this Indenture matters shall
not be considered to be known to the Paying Agent unless
they are known to an officer in its corporate trust
division.  The Paying Agent shall not require
indemnification either (i) prior to making a demand under
the Standby Bond Purchase Agreement pursuant to Section
5.8(B), (ii) prior to notifying the Bond Insurer of the
occurrence of an Event of Default pursuant to Section 13.2,
or (iii) prior to making any payment when due of principal,
premium or interest on any Bond to be made by the Paying
Agent to any Bondowner, except and unless such drawing or
payment is prohibited by or violates applicable law or any
outstanding or pending court or governmental order or
decree.

     The Paying Agent shall act as such and as Bond
registrar and transfer agent.  The Paying Agent, which may
act by means of agents, shall signify its acceptance of the
duties and obligations imposed upon it hereunder by its
written instrument of acceptance under which the Paying
Agent will agree to:

          (1)  hold all sums delivered to it by the Trustee
     for the payment of principal of, premium, if any, and
     interest on the Bonds uninvested in trust for the
     benefit of the Bondowners until such sums shall be paid
     to the Bondowners or otherwise disposed of as herein
     provided;

          (2)  subject to Section 2.3(F), hold all Bonds
     tendered to it hereunder in trust for the benefit of
     the respective Bondowners until moneys representing the
     Purchase Price of such Bonds shall have been delivered
     to or for the account of or to the order of such
     Bondowners;

          (3)  hold all moneys delivered to it hereunder for
     the purchase of Bonds (including amounts made available
     under the Standby Bond Purchase Agreement and amounts
     received from the Borrower) in trust uninvested for the
     benefit of the Person that shall have so delivered such
     moneys until the Bonds purchased with such moneys shall
     have been delivered to or for the account of such
     Person;

          (4)  subject to Section 2.3(F), hold all Bank
     Bonds in trust for the benefit of the Bank until such
     Bank Bonds have been remarketed by the Remarketing
     Agent and the commitment of the Bank to purchase Bonds
     under the Standby Bond Purchase Agreement has been
     increased as required by Section 2.3(G)(9) hereof,
     purchased by the Borrower, or redeemed and pay to the
     Bank, in accordance with the Standby Bond Purchase
     Agreement, moneys tendered to it upon a remarketing of
     Bonds secured by a Standby Bond Purchase Agreement, to
     the extent that the Purchase Price of such Bonds was
     paid from moneys drawn under the Standby Bond Purchase
     Agreement;

          (5)  subject to Section 2.3(F), hold all Borrower
     Bonds in trust for the benefit of the Borrower until
     such Borrower Bonds have been remarketed by the
     Remarketing Agent, redeemed, or cancelled;

          (6)  keep such books and records as shall be
     consistent with industry practice and make such books
     and records, including the books of registration for
     the Bonds, available for inspection by the parties
     hereto and the Remarketing Agent at all reasonable
     times;

          (7)  promptly report to the Trustee all
     authentications of Bonds transferred, exchanged or
     remarketed and any information received by it
     concerning the names and addresses of Bondowners;

          (8)  give all notices required of it in this
     Indenture at the times and in the manner required by
     this Indenture and send to the Remarketing Agent copies
     of all such notices;

          (9)  execute and deliver the Representation Letter
     and cooperate with The Depository Trust Company (or any
     successor depository), the Bank, the Borrower, and the
     Remarketing Agent in connection with the transfer,
     remarketing and payment of Tendered Bonds; and

          (10) take all other actions and perform all other
     duties and obligations as may be required of it as
     Paying Agent under this Indenture.

     In addition, in its instrument of acceptance the Paying
Agent shall assign to the Trustee all of its rights to
enforce payment under the Standby Bond Purchase Agreement
after the occurrence of an Event of Default.

     Section 9.11.  Resignation or Removal of Paying Agent;
Successors.  (A) Any Paying Agent may at any time resign and
be discharged of the duties and obligations created by the
Indenture by giving at least sixty days' written notice to
the Authority, the Trustee, the Borrower, the Remarketing
Agent and the Bank.  Any successor Paying Agent shall be
appointed by the Authority, at the direction of the
Borrower, with the approval of the Trustee, the Bank and the
Remarketing Agent and shall be a bank or trust company duly
organized under the laws of any state of the United States
or a national banking association, having a capital stock
and surplus aggregating at least $50,000,000 and be at the
time of appointment rated at least Baa3 or P-3 (or a
substantially equivalent rating) by Moody's or otherwise be
acceptable to Moody's, shall be registered as a transfer
agent with the Securities and Exchange Commission, shall
have the power to authenticate bonds pursuant to the Act,
and unless the Bonds are in Book-Entry Only System, shall be
capable of performing, in its own name, or through an agent,
the duties prescribed for it herein in New York, New York,
and willing and able to accept the office on reasonable and
customary terms and authorized by law to perform all the
duties imposed upon it by this Indenture.  The Paying Agent
may be removed at any time by the Authority at the direction
of the Borrower by a written instrument filed with the
Trustee, the Remarketing Agent, the Bank and the Paying
Agent.  The Paying Agent may, but need not be, the same
person as the Trustee.

          (B)   If the position of Paying Agent shall become
vacant for any reason, or if any bankruptcy, insolvency or
similar proceeding shall be commenced by or against the
Paying Agent, the Authority shall appoint a successor Paying
Agent designated by the Borrower and approved in writing by
the Bond Insurer to fill the vacancy.  A written acceptance
of office shall be filed by the successor Paying Agent.  The
Trustee shall give notice of the appointment of a successor
Paying Agent in writing to each Bondowner.  The Trustee will
promptly certify to the Borrower that it has mailed such
notice to all Bondowners, and such certificate will be
conclusive evidence that such notice was given in the manner
required hereby.

          (C)  In the event of the resignation or removal of
the Paying Agent, the Paying Agent shall pay over, assign,
transfer and deliver the Standby Bond Purchase Agreement and
any moneys and Bonds, including Bank Bonds and
unauthenticated Bonds, held by it and the books of registry
maintained by it in such capacity to its successor.  No
resignation or removal of the Paying Agent shall be
effective until a successor has been appointed and has
accepted its appointment, has accepted its duties hereunder
and has met any requirements under the Standby Bond Purchase
Agreement to become entitled to exercise the rights
thereunder of the Paying Agent for the Bonds supported by
the Standby Bond Purchase Agreement.

          (D)  Successors.  Any corporation, association,
partnership or firm which succeeds to the business of the
Paying Agent as a whole or substantially as a whole, whether
by sale, merger, consolidation or otherwise, shall thereby
become vested with all the property, rights and powers of
the Paying Agent under this Indenture and shall be subject
to all the duties and obligations of the Paying Agent under
this Indenture.

     The Paying Agent shall send or cause to be sent notice
to Bondowners of a change of address for the delivery of
Bonds or notice or the payment of principal or purchase
price of Bonds.

     Section 9.12.  Monies Held for Particular Bonds.  The
amounts held by the Trustee or Paying Agents for the payment
of the interest, principal or Redemption Price due on any
date with respect to particular Bonds, on and after such
date and pending such payment, shall be set aside on its
books and held in trust by it for the owners of the Bonds
entitled thereto.  Such funds shall be invested in Federal
Securities at the direction of the Borrower for the account
of the Borrower or shall otherwise remain uninvested.

     Section 9.13.  Continuation Statements.  The Trustee
shall cause all continuation statements necessary to
preserve and protect the security interest of the Trustee in
the collateral pledged by the Authority in the granting
clauses hereof to be filed in the applicable State offices
so as to continue the perfected status thereof pursuant to
the Uniform Commercial Code of the State.

     Section 9.14.  Obligation to Report Defaults.  Upon an
officer in the Trustee's corporate trust department becoming
aware of any condition or event which constitutes, or with
the giving of notice or the passage of time would
constitute, an event of default under the Financing
Documents or this Indenture, the Trustee shall deliver to
the Authority a written notice stating the existence thereof
and the action it proposes to take with respect thereto. 
Becoming aware means the actual knowledge of an officer in
the Trustee's corporate trust department.

     Section 9.15.  Payments Due on non-Business Day.  In
any case where the date of maturity of interest on or
principal of the Bonds or the date fixed for redemption of
any Bonds shall, in the city of payment, be a day other than
a Business Day, then payment of such amount shall be made as
provided in the forms of the Bonds.

     Section 9.16.  Appointment of Co-Trustee.  (A) It is
the purpose of this Indenture that there shall be no
violation of any law of any jurisdiction denying or
restricting the right of banking corporations or
associations to transact business as trustee in such
jurisdiction.  It is recognized that in case of litigation
under this Indenture or the Agreement, and in particular in
case of the enforcement of either on default, or in case the
Trustee deems that by reason of any present or future law of
any jurisdiction it may not exercise any of the powers,
rights or remedies herein granted to the Trustee or hold
title to the properties, in trust, as herein granted, or
take any other action which may be desirable or necessary in
connection therewith, it may be necessary that the Trustee
appoint an additional individual or institution as a
separate trustee or Co-Trustee.  The following provisions of
this Section are adapted to these ends.

          (B)  In the event that the Trustee appoints an
additional individual or institution as a separate trustee
or Co-Trustee, each and every remedy, power, right, claim,
demand, cause of action, immunity, estate, title, interest
and lien expressed or intended by this Indenture to be
exercised by or vested in or conveyed to the Trustee with
respect thereto shall be exercisable by and vest in such
separate trustee or Co-Trustee but only to the extent
necessary to enable such separate trustee or Co-Trustee to
exercise such powers, rights and remedies, and every
covenant and obligation necessary to the exercise thereof by
such separate trustee or Co-Trustee shall run to and be
enforceable by either of them.

          (C)  Should any instrument in writing from the
Authority be required by the separate trustee or Co-Trustee
so appointed by the Trustee for more fully and certainly
vesting in and confirming to him or it such properties,
rights, powers, trusts, duties and obligations, any and all
such instruments in writing shall, on request, be executed,
acknowledged and delivered by the Authority.  In case any
separate trustee or Co-Trustee, or a successor to either,
shall die, become incapable of acting, resign or be removed,
all the estates, properties, rights, powers, trusts, duties
and obligations of such separate trustee or Co-Trustee, so
far as permitted by law, shall vest in and be exercised by
the Trustee until the appointment of a new trustee or
successor to such separate trustee or Co-Trustee.

          (D)  Any Co-Trustee appointed under this Section
shall have outstanding securities rated at least Baa3 or P-3
(or a substantially equivalent rating) by Moody's or shall
otherwise be acceptable to Moody's.

     Section 9.17.  Remarketing Agent.  (A) Qualifications. 
The Authority shall, with the approval of the Borrower,
appoint one or more Remarketing Agents for the Bonds, when
the Bonds are in the Daily, Flexible, Weekly or Multiannual
Mode, subject to the conditions set forth herein.  If more
than one Remarketing Agent is appointed by the Authority,
the Authority may, with the approval of the Borrower,
designate which Bonds each Remarketing Agent will be
responsible for remarketing and performing the other duties
and obligations imposed upon it hereunder.  The Remarketing
Agent shall designate to the Trustee its principal office
and signify its acceptance of the duties and obligations
imposed upon it hereunder by a written instrument of
acceptance delivered to the Authority, the Trustee and the
Borrower.  The Remarketing Agent shall be authorized by law
to perform all the duties imposed upon it by this Indenture
and shall have a capitalization of at least $10,000,000 or
have a line of credit with a commercial bank in the amount
of at least $15,000,000 and (x) outstanding securities rated
at least Baa3 or P-3 (or a substantially equivalent rating)
by Moody's unless the Borrower received written confirmation
from Moody's that such a requirement is not then necessary
to the maintenance of any then existing Moody's rating on
the Bonds or (y) otherwise be acceptable to Moody's.

          (B) Responsibilities.  The Remarketing Agent,
which may act by means of agents, shall signify its
acceptance of the duties and obligations imposed upon it
hereunder by a written agreement with the Borrower under
which the Remarketing Agent will agree, among other things,
to:

          (1)  determine the Daily, Flexible, Weekly,
     Multiannual or Fixed Rate pursuant to and in accordance
     with Section 2.3(G)(1)(a), (2)(a), (3)(a), 4(a) or (5)
     and the forms of Daily, Flexible, Weekly, Multiannual
     and Fixed Rate Bonds;

          (2)  give all notices to the Trustee and Paying
     Agent regarding the determination of interest rates on
     the Bonds and regarding Tendered Bonds as are required
     of the Remarketing Agent in this Indenture;

          (3)  hold all moneys received hereunder from the
     remarketing of Tendered Bonds for the benefit of the
     person or entity which shall have delivered such moneys
     until the Remarketing Agent shall have transferred such
     moneys to the Paying Agent as provided in this
     Indenture;

          (4)  keep such books and records with respect to
     its duties as Remarketing Agent as shall be consistent
     with prudent industry practice and make such books and
     records available for inspection by the parties hereto
     and the Paying Agent at all reasonable times;

          (5)  use its best efforts to remarket Bonds in
     accordance with this Indenture and any remarketing
     agreement entered into by the Remarketing Agent, the
     Borrower and the Authority; and

          (6)  execute and deliver the Representation
     Letter.

     The Remarketing Agent may enter into custodial
agreements with one or more banking or similar institutions
for the deposit and holding of the Bonds in order to
facilitate the tendering and remarketing of Bonds as
provided in this Indenture, provided, however, that in no
event shall the Authority, the Trustee or the Paying Agent
be responsible or held liable for any action taken or not
taken under any such custodial agreement and in no way shall
any such custodial agreement relieve or otherwise alter the
obligations and responsibilities of the Remarketing Agent
set forth in this Indenture.

     (C)  Removal or Resignation of Remarketing Agent;
Successors.  The Remarketing Agent may at any time resign
and be discharged of the duties and obligations created by
this Indenture by giving at least 30 days' notice to the
Authority, the Borrower, the Bank, the Paying Agent and the
Trustee, or at any time, effective immediately, if the
Remarketing Agent gives notice to the Borrower and the
Trustee that the Borrower has failed to supply the
Remarketing Agent with such documents and other information
as the Remarketing Agent deems necessary to be delivered to
purchasers in connection with the sale of Bonds in the
secondary market.  The Remarketing Agent may be removed at
any time and a successor Remarketing Agent may be appointed,
whether to fill a vacancy caused by resignation or removal,
by the Authority at the written direction of the Borrower,
by a written instrument filed with the Remarketing Agent,
the Bank, the Paying Agent and the Trustee.  Within 20 days
of receipt of such filing, the Authority shall confirm in
writing to the Borrower, the successor Remarketing Agent,
the Bank, the Paying Agent and the Trustee that appointment
of the successor Remarketing Agent has been approved.  If
the Authority does not approve the appointment of the
successor Remarketing Agent designated by the Borrower, it
shall so notify the Borrower and the Borrower shall request
the appointment of an alternative successor Remarketing
Agent in accordance with the provisions hereof, which
appointment shall either be approved by the Authority or
shall automatically take effect on the last day of the
20-day period referred to above; provided that all actions
taken by the successor Remarketing Agent during such 20-day
period shall be fully effective as if the appointment of the
Remarketing Agent had been approved by the Authority.

           In the event that the Remarketing Agent shall
resign or be removed, or be dissolved, or if the property or
affairs of the Remarketing Agent shall be taken under the
control of any state or federal court or administrative body
because of bankruptcy or insolvency, or for any other
reason, a successor Remarketing Agent shall be appointed in
accordance with the procedure set forth in Section (A) with
regard to appointment of a successor Remarketing Agent upon
removal of the Remarketing Agent.

          Any corporation, association, partnership or firm
which succeeds to the business of the Remarketing Agent as a
whole or substantially as a whole, whether by sale, merger,
consolidation or otherwise, shall thereby become vested with
all the property, rights and powers of the Remarketing Agent
under this Indenture and shall be subject to all the duties
and obligations of the Remarketing Agent under this
Indenture.  In the event that the Remarketing Agent shall
resign or be removed, or be dissolved, or if the property or
affairs of the Remarketing Agent shall be taken under the
control of any state or federal court or administrative body
because of bankruptcy or insolvency, or for any other
reason, and a successor shall not have been appointed within
thirty (30) days, the Trustee shall apply to a court of
competent jurisdiction for such appointment.  The Trustee
shall give written notice to the Bondowners of any removal
or resignation of the Remarketing Agent.  No resignation or
removal of the Remarketing Agent shall be effective until a
successor has been appointed and accepted its appointment.

     Section 9.18.  Purchase of Bonds Tendered. (A) Notice. 
The Remarketing Agent shall give notice to the Paying Agent
electronically or by telephone, and if by telephone,
promptly confirmed in writing, specifying the principal
amount of Tendered Bonds as to which the Remarketing Agent
has found purchasers, the amounts the Remarketing Agent has
received for the purchase of Tendered Bonds, and any
deficiency in amounts available to pay the Purchase Price of
Tendered Bonds at or before (A) 12:30 P.M. on each Purchase
Date for Tendered Bonds that are in the Daily or Flexible
Mode, (B) 12:00 noon on each Purchase Date for Tendered
Bonds that are in the Weekly Mode, or (C) 2:00 P.M. two (2)
Business Days before the Purchase Date for Tendered Bonds
that are in the Multiannual or Fixed Rate Mode. 
Notwithstanding the instructions to the Paying Agent set
forth in Section 9.18(B) concerning the amount to be
demanded under the Standby Bond Purchase Agreement, if the
Paying Agent has not received a notice from the Remarketing
Agent by the appropriate time specified in the immediately
preceding sentence, the Paying Agent shall take the actions
specified by the Standby Bond Purchase Agreement to obtain
immediately available funds in an amount sufficient to
purchase all the Bonds supported by a Standby Bond Purchase
Agreement to be tendered on the Purchase Date.  The
Remarketing Agent shall give written notice to the Paying
Agent of the names, addresses and taxpayer identification
numbers of the purchasers and the number and denominations
of Bonds to be delivered to each purchaser, and in the case
of Bonds that are to be in the Flexible or Multiannual Mode,
the current rate and the next scheduled Purchase Date of
each such Bond successfully remarketed at or before (A)
12:30 P.M. on each Purchase Date for Tendered Bonds that are
in the Daily, Flexible or Weekly Mode, or (B) 2:00 P.M. two
(2) Business Days before the Purchase Date for Tendered
Bonds that are in the Multiannual or Fixed Rate Mode.  As
soon as practicable after the remarketing of any Bank Bond,
the Remarketing Agent shall give electronic notice to the
Trustee, the Paying Agent, the Bank and the Borrower,
specifying the principal amount of Bank Bonds which were
remarketed.

          (B)  Sources of Payments.  If the Tendered Bonds
are supported by a Standby Bond Purchase Agreement, the
Paying Agent shall take the action specified by the Standby
Bond Purchase Agreement to obtain an amount necessary to
purchase the Tendered Bonds for which the Remarketing Agent
has not received the Purchase Price not later than (A) 1:00
P.M. on the Purchase Date for Tendered Bonds that are in the
Daily or Flexible Mode, (B) 12:30 P.M. on the Purchase Date
for Tendered Bonds that are in the Weekly Mode, or (C) 4:00
P.M. one (1) Business Day before the Purchase Date for
Tendered Bonds that are in any other Mode.  In determining
the amount necessary to purchase such Tendered Bonds, the
Paying Agent shall take into account any amounts on deposit
in the Debt Service Fund pursuant to Section 5.8(A) to pay
interest on such Bonds on the Tender Date.  If the Tendered
Bonds are not supported by a Standby Bond Purchase
Agreement, the Paying Agent shall not later than (A) 1:30
P.M. on the Purchase Date for Tendered Bonds that are in the
Daily, Flexible or Weekly Mode, or (B) 4:00 P.M. one (1)
Business Day before the Purchase Date for Tendered Bonds
that are in any other Mode, notify the Borrower of the
amount necessary to purchase the Tendered Bonds for which
the Remarketing Agent has not received the Purchase Price,
and the Borrower shall pay the Paying Agent such amount not
later than (A) 3:30 P.M. on the Purchase Date in the case of
Tendered Bonds that are in the Daily, Flexible or Weekly
Mode, or (B) 10:00 A.M. on the Purchase Date in the case of
Tendered Bonds that are in any other Mode.  The Remarketing
Agent shall deliver to the Paying Agent all amounts received
by the Remarketing Agent as proceeds of the remarketing of
Bonds at or before (A) the close of business on the Purchase
Date for Tendered Bonds that are in the Daily, Flexible or
Weekly Mode, or (B) 2:00 P.M. on the Purchase Date for
Tendered Bonds that are in the Multiannual or Fixed Rate
Mode.  If the Bonds are supported by a Standby Bond Purchase
Agreement and the Remarketing Agent does not deliver to the
Paying Agent proceeds of remarketing sufficient, together
with amounts previously received under the Standby Bond
Purchase Agreement, to pay in full the Purchase Price of all
Bonds due on the Purchase Date, the Bonds for which such
proceeds shall not have been delivered shall not be
considered to have been remarketed for purposes of this
Indenture and after purchase under the Standby Bond Purchase
Agreement shall be deemed Bank Bonds and the proposed
purchaser of such Bonds shall not be deemed to be the owner
of such Bonds, and the Paying Agent shall make an additional
demand under the Standby Bond Purchase Agreement in
accordance with the terms thereof and thereafter the
Borrower shall be liable for the shortfall.  Any proceeds of
remarketing being held pending receipt of sufficient funds
to pay in full the Purchase Price of all Bonds due on the
Purchase Date shall be invested in Federal Securities at the
direction of the Borrower or shall otherwise remain
uninvested.  Any amounts disbursed by the Bank on any
Purchase Date to pay the Purchase Price of unremarketed
Bonds which are not used for such purpose shall be
immediately repaid to the Bank in immediately available
funds.

          (C)  Payments by the Paying Agent.  At or before
the close of business on the Delivery Date and upon receipt
by the Paying Agent of the Purchase Price of the Tendered
Bonds that are delivered to it, the Paying Agent shall pay
the Purchase Price of the Bonds to the registered owners
thereof as provided in the applicable form of Bonds.  The
Paying Agent shall apply in order, first, moneys paid to it
by the Remarketing Agent or by new purchasers of the Bonds
tendered as proceeds of the remarketing of such Bonds by the
Remarketing Agent, second, but only with respect to Bonds
supported by the Standby Bond Purchase Agreement, moneys
derived from demands on the Standby Bond Purchase Agreement
for the purpose of purchasing Tendered Bonds (including
amounts derived from demands on the Standby Bond Purchase
Agreement to pay accrued interest on the Tendered Bonds),
and third, moneys paid to it by the Borrower.  If sufficient
funds are not available for the purchase of all Bonds
tendered on any Delivery Date, no purchase shall be
consummated.

          (D)  Commencement of New Mode or Rate Period. 
Whenever Bonds in the Flexible or Multiannual Mode are
subject to mandatory tender for purchase on an Effective
Date, the new Rate Period for the Bonds (including a new
Rate Period in a new Mode) shall commence immediately upon
the Bonds becoming subject to mandatory tender for purchase.

     Section 9.19.  Remarketing of Bonds Tendered.  (A)
General.  While the Bonds are in the Daily, Flexible, Weekly
or Multiannual Mode, the Remarketing Agent shall solicit
offers to purchase and use its best efforts to find a
purchaser for Tendered Bonds, Bank Bonds and Borrower Bonds,
provided that Bonds supported by a Standby Bond Purchase
Agreement shall not be remarketed to the Authority, the
Borrower or "insiders" of either of them as that term is
defined in the United States Bankruptcy Code.  Any such
purchase shall be made by payment of the Purchase Price in
immediately available funds to the Paying Agent at the time
specified in Section 9.18(B).  The Purchase Price shall be
equal to the principal amount to be purchased together with
the interest accrued on such principal amount to the
Purchase Date.  By (i) 2:15 P.M., in the case of Bonds that
are in the Daily or Flexible Mode, or (ii) 2:00 P.M., in the
case of Bonds that are in any other Mode, on the Purchase
Date, Bonds remarketed under this section shall be made
available by the Paying Agent to the purchasers thereof (in
the case of Bonds in the Flexible Mode, delivered by the
Paying Agent to the Remarketing Agent) and shall be
registered in the manner directed by the recipient thereof,
provided that such Bonds shall not be delivered unless and
until the Paying Agent has received the Purchase Price
therefor, except that Bonds in the Flexible Mode may be
delivered against a window receipt guaranteeing same day
payment in immediately available funds.  Bonds not
remarketed shall be held by the Paying Agent.  Bank Bonds
shall not be released unless and until the Bank has been
paid principal of and interest accrued on such Bonds at the
Bank Rate.

     Bonds the Purchase Price of which is paid for with
funds provided by the Borrower pursuant to Section 5.8(F) or
9.18(B) shall be registered in the name of the Borrower by
the Paying Agent and shall be "Borrower Bonds".  Borrower
Bonds shall be held by the Paying Agent for the account of
the Borrower until transferred pursuant to this Section or
canceled pursuant to instructions of the Borrower.  Borrower
Bonds shall be registered as such on the books and records
maintained by the Paying Agent for registration of Bonds,
but the Paying Agent shall not be required to authenticate
or deliver Borrower Bonds.  Any Borrower Bonds that remain
unsold for a period of ninety (90) days (or such longer
period as may be approved in an opinion of Bond Counsel
reasonably acceptable to the Trustee) shall be automatically
deemed canceled.  Upon receipt by the Paying Agent of notice
from the Remarketing Agent that a purchaser has been found
for Bank Bonds or Borrower Bonds held by the Paying Agent,
the Paying Agent shall register and deliver such Bonds to
such purchaser (at which time such Bonds shall cease to be
Bank Bonds or Borrower Bonds) upon receipt by the Paying
Agent of the Purchase Price of such Bonds.  The Paying Agent
shall give notice to the Bank if and to the extent that the
Paying Agent has received the proceeds of remarketing of any
Bank Bonds promptly upon the receipt thereof.  The Paying
Agent shall immediately notify (subsequently confirmed in
writing) the Remarketing Agent whenever (i) it is prohibited
from registering and delivering Bonds pursuant to this
Indenture and (ii) if the Paying Agent has been so
prohibited, upon the restoration of its power hereunder to
register and deliver Bonds.  Bank Bonds shall be delivered
to and held by the Paying Agent as custodian for the Bank
and shall not be subsequently transferred or assigned by the
Bank except as provided in this Section and clause (4) of
Section 9.10(A) hereof.  No Bonds that are automatically
converted to a Flexible Mode with a one day Rate Period
after failure of an optional conversion from one Mode to
another (or from one Rate Period to another in the
Multiannual Mode) shall be remarketed until the Paying Agent
notifies the Remarketing Agent (promptly confirmed in
writing) that such Bonds are supported by a Standby Bond
Purchase Agreement meeting the requirements of Section
3.12(B) of the Agreement.  If the Bonds are then rated by
Moody's, any Bonds that have been defeased pursuant to
Section 12.1 shall not be remarketed unless the Remarketing
Agent receives written confirmation from Moody's that such
remarketing will not adversely affect the rating on the
Bonds.

          (B)  Remarketing of Bonds in the Daily or Weekly
Mode Between Notice and Redemption or Conversion Date.  No
Bonds in the Daily or Weekly Mode scheduled to be redeemed
or converted to a different Mode may be remarketed under
Section 9.19(A) after receipt by the Remarketing Agent of
notice of redemption or conversion of such Bonds to a
specified Mode from the Borrower unless the Remarketing
Agent, on or before the redemption date or Purchase Date,
gives notice to the purchaser that the Bonds will be
redeemed or converted, and such purchaser will be required
to surrender its Bonds for payment on the applicable
redemption date or to tender its Bonds for mandatory
purchase on the applicable Conversion Date, as the case may
be.

     Section 9.20.  [Reserved].

     Section 9.21.  Reduction of Standby Bond Purchase
Agreement on Change in Mode; Release of Standby Bond
Purchase Agreement upon Conversion to Multiannual or Fixed
Rate Mode.  If Bonds are converted from one Mode to another
Mode for which the Paying Agent is required to be entitled
to demand funds under the Standby Bond Purchase Agreement
for a reduced number of days' interest, as described in
Section 3.12(B)(i) of the Agreement, the Paying Agent, upon
the prior written approval of each rating agency then rating
the Bonds, may reduce the amount available under the Standby
Bond Purchase Agreement upon such conversion in accordance
with the Standby Bond Purchase Agreement.

     If Bonds are converted to the Multiannual or Fixed Rate
Mode, the Paying Agent shall reduce (or if all the Bonds are
so converted, release) the Standby Bond Purchase Agreement
upon such conversion so that the Standby Bond Purchase
Agreement, if any, in effect satisfies the requirements
described in Section 3.12(B)(i) of the Agreement.

     In no event shall any reduction in or release of the
Standby Bond Purchase Agreement pursuant to this Section
9.21 take effect until five (5) Business Days after the
conversion.

     Section 9.22.  Project Description.  The Trustee shall
maintain in current form as an Appendix to the Agreement a
list of the property constituting the Project and, on the
basis of the descriptions furnished by the Borrower pursuant
to the Agreement, shall amend the list in writing to reflect
changes in the Project.


                          ARTICLE X

                   AMENDMENTS OF INDENTURE

     Section 10.1.  Limitation on Modifications.  This
Indenture shall not be modified or amended in any respect
except as provided in and in accordance with and subject to
the provisions of this Article.

     Section 10.2.  Supplemental Indentures Without Consent
of Owners of the Bonds.  (A) The Authority may, from time to
time and at any time, adopt Supplemental Indentures without
notice to or consent of the owners of the Bonds for any of
the following purposes:

          (1)  To cure any formal defect, omission or
     ambiguity in this Indenture or in any description of
     property subject to the lien hereof, if such action is
     not adverse to the interests of the owners of the
     Bonds.

          (2)  To grant to or confer upon the Trustee for
     the benefit of the owners of the Bonds any additional
     rights, remedies, powers, authority or security which
     may lawfully be granted or conferred and which are not
     contrary to or inconsistent with this Indenture as
     theretofore in effect.

          (3)  To add to the covenants and agreements of the
     Authority in this Indenture other covenants and
     agreements to be observed by the Authority which are
     not contrary to or inconsistent with this Indenture as
     theretofore in effect.

          (4)  To add to the limitations and restrictions in
     this Indenture other limitations and restrictions to be
     observed by the Authority which are not contrary to or
     inconsistent with this Indenture as theretofore in
     effect.

          (5)  To confirm, as further assurance, any pledge
     under, and the subjection to any lien or pledge created
     or to be created by, this Indenture, of the properties
     of the Project, or revenues or other income from or in
     connection with the Project or of any other monies,
     securities or funds, or to subject to the lien or
     pledge of this Indenture additional revenues,
     properties or collateral.

          (6)  To qualify this Indenture under the Trust
     Indenture Act of 1939, as amended, or corresponding
     provisions of federal laws from time to time in effect.

          (7)  Effective upon any Conversion Date to a new
     Mode, to make any amendment affecting only such Bonds
     as converted.

          (8)  To add provisions relating to the partial
     conversion of Bonds to a new Mode which do not impair
     the security for the outstanding Bonds.

          (9)  To enable the Authority and the Borrower to
     receive or maintain a rating on the Bonds from S&P or
     Moody's provided such changes qualify under (10)
     hereof.

          (10) To make any other changes which do not
     materially adversely affect the interest of owners of
     the Bonds, as evidenced to the Trustee by an opinion of
     Bond Counsel.

          (11) Effective upon any Conversion Date to a
     Multiannual Mode or a Fixed Rate Mode, to amend the
     redemption price of such Bonds as converted.

          (12) Effective upon any Conversion Date, to
     provide for a Standby Bond Purchase Agreement, or to
     amend or omit the requirements of a Standby Bond
     Purchase Agreement, affecting only such Bonds as
     converted.

          (13) To provide that the Book-Entry Only System
     shall be in effect while the Bonds are in the Flexible
     Mode.

          Notwithstanding any other provision of this
Indenture, in determining whether the rights of the owners
of the Bonds will be adversely affected by any action taken
pursuant to the terms and provisions of this Indenture, the
Trustee shall consider the effect on the owners as if there
was no Insurance Policy.

          (B)  Before the Authority shall adopt any
Supplemental Indenture pursuant to this Section, there shall
have been filed with the Trustee an opinion of Bond Counsel
satisfactory to the Trustee stating that such Supplemental
Indenture is authorized or permitted by this Indenture and
the Act, complies with the terms of the Indenture, and that
upon enactment it will be valid and binding upon the
Authority in accordance with its terms.  In addition, with
respect to clauses 7, 11 and 12 above, such Bond Counsel
opinion shall also state that such Supplemental Indenture
will not adversely affect the exclusion of interest on the
Bonds from gross income for purposes of federal income
taxation under Section 103 of the Code.

     Section 10.3.  Supplemental Indentures With Consent of
Owners of the Bonds.  (A) Subject to the terms and
provisions contained in this Article, the owners of not less
than 66-2/3% in aggregate principal amount of the Bonds
(other than Borrower Bonds) then Outstanding (or in the
event that the proposed change does not affect all owners of
Bonds, the owners of not less than 66-2/3% of the Bonds
(other than Borrower Bonds) so affected) shall have the
right from time to time, to consent to and approve the
adoption by the Authority of any Supplemental Indenture as
shall be deemed necessary or desirable by the Authority for
the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or
provisions contained herein.  Nothing herein contained shall
permit, or be construed as permitting, without the consent
of all of the owners of the Bonds affected thereby (i) a
change in the terms of redemption or maturity of the
principal of or the interest on any Outstanding Bond, or a
reduction in the principal amount or redemption price of any
Outstanding Bond or the rate of interest thereon, without
the consent of the owner of such Bond and the Bank, (ii) the
creation of a lien upon or pledge of revenues or other
income from or in connection with the Project other than the
lien or pledge created by this Indenture, (iii) a preference
or priority of any Bond or Bonds over any other Bond or
Bonds, or (iv) a reduction in the aggregate principal amount
of the Bonds required for consent to such Supplemental
Indenture.

          (B)  If at any time the Authority shall determine
to adopt any Supplemental Indenture for any of the purposes
of this Section, it shall cause notice of the proposed
Supplemental Indenture to be mailed, postage prepaid, to all
owners of the Bonds and the Bank.  Such notice shall briefly
set forth the nature of the proposed Supplemental Indenture,
and shall state that a copy thereof is on file at the
offices of the Trustee for inspection by all owners of the
Bonds and the Bank.

          (C)  Within one year after the date of such
notice, the Authority may adopt such Supplemental Indenture
in substantially the form described in such notice only if
there shall have first been filed with the Authority (i) the
written consents of the Bank and the owners of not less than
66-2/3% in aggregate principal amount of the Bonds then
Outstanding so affected (other than Borrower Bonds) and (ii)
an opinion of counsel satisfactory to the Trustee stating
that such Supplemental Indenture is authorized or permitted
by this Indenture and complies with its terms, and that upon
adoption it will be valid and binding upon the Authority in
accordance with its terms.  Each valid consent shall be
effective only if accompanied by proof of the owning, at the
date of such consent, of the Bonds with respect to which
such consent is given.  A certificate or certificates by the
Trustee that it has examined such proof and that such proof
is sufficient in accordance with this Indenture shall be
conclusive that the consents have been given by the owners
of the Bonds described in such certificate or certificates. 
Any such consent shall be binding upon the owner of the
Bonds giving such consent and upon any subsequent owner of
such Bonds and of any Bonds issued in exchange therefor
(whether or not such subsequent owner thereof has notice
thereof), unless such consent is revoked in writing by the
owner of such Bonds giving such consent or a subsequent
owner thereof by filing such revocation with the Trustee
prior to the adoption of such Supplemental Indenture.

          (D)  If the owners of not less than the percentage
of Bonds required by this Section and the Bank shall have
consented to and approved the execution thereof as herein
provided, no owner of any Bond shall have any right to
object to the enactment of such Supplemental Indenture, or
to object to any of the terms and provisions contained
therein or the operation thereof, or in any manner to
question the propriety of the adoption thereof, or to enjoin
or restrain the Authority from adopting the same or from
taking any action pursuant to the provisions thereof.

          (E)  Upon the adoption of any Supplemental
Indenture pursuant to the provisions of this Section, this
Indenture shall be deemed to be modified and amended in
accordance therewith, and the respective rights, duties and
obligations under this Indenture of the Authority, the
Trustee, the Paying Agent and all owners of Bonds then
Outstanding shall thereafter be determined, exercised and
enforced under this Indenture, subject in all respects to
such modifications and amendments.

     Section 10.4.  Supplemental Indenture Part of the
Indenture.  Any Supplemental Indenture adopted in accordance
with the provisions of this Article shall thereafter form a
part of this Indenture and all the terms and conditions
contained in any such Supplemental Indenture as to any
provisions authorized to be contained therein shall be
deemed to be part of the terms and conditions of this
Indenture for any and all purposes.  The Trustee shall
execute any Supplemental Indenture adopted in accordance
with the provisions of Sections 10.2 or 10.3 hereof;
provided, however, that the Trustee may, but shall not be
obligated to, enter into any such instrument which adversely
affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

     Section 10.5.  Supplemental Indentures Affecting Rights
of the Bank, the Paying Agent or the Remarketing Agent.  No
Supplemental Indenture may be adopted without the prior
written consent of the Bank, so long as there is a Standby
Bond Purchase Agreement, and, in the event that the
Supplemental Indenture affects any rights, powers, liability
or obligation of the Paying Agent or the Remarketing Agent
the prior written consent of the Paying Agent or the
Remarketing Agent, respectively, shall be obtained.


                         ARTICLE XI

              AMENDMENTS OF FINANCING DOCUMENTS

     Section 11.1.  Rights of Borrower.  Anything herein to
the contrary notwithstanding, any Supplemental Indenture
under Article X hereof which affects in any manner any
rights, powers, authority, duties or obligations of the
Borrower under the Financing Documents or of any subsequent
user of the Project or requires a revision of the Financing
Documents, the Standby Bond Purchase Agreement or subsequent
agreement with respect to the Project shall not become
effective unless and until the Borrower or such subsequent
user, as the case may be, shall have given its written
consent signed by its duly Authorized Representative to such
Supplemental Indenture.

     Section 11.2.  Amendments of Financing Documents Not
Requiring Consent of Owners of the Bonds.  The Authority and
the Trustee may, with the consent of the Bank so long as the
Standby Bond Purchase Agreement is in effect, without the
consent of or notice to the owners of the Bonds, consent to
any amendment, change or modification of the Financing
Documents for the purpose of (i) curing any ambiguity or
formal defect therein or which, in the judgment of the
Trustee is not materially to the prejudice of the Trustee or
the owners of the Bonds or (ii) to make any other changes
which do not materially adversely affect the interests of
the owners of the Bonds, as evidenced to the Trustee by an
opinion of counsel.  The Trustee shall have no liability to
any owner of the Bonds or any other person for any action
taken by it in good faith pursuant to this Section.

     Section 11.3.  Amendments of Financing Documents
Requiring Consent of Owners of the Bonds.  Except as
provided in Section 11.2 hereof, the Authority and the
Trustee shall not consent to any amendment, change or
modification of the Financing Documents, including the
substitution of an assignee for the Borrower and the release
of the Borrower from the obligations of the Financing
Documents, without mailing of notice and the written
approval or consent of the Bank so long as the Standby Bond
Purchase Agreement is in effect and the owners of not less
than 66-2/3% in aggregate principal amount of the Bonds at
the time Outstanding (other than Borrower Bonds) and so
affected given and procured as in Section 10.3 hereof
provided.  If at any time the Borrower or a subsequent user
of the Project shall request the consent of the Trustee to
any such proposed amendment, change or modification, the
Trustee shall cause notice of such proposed amendment,
change or modification to be mailed in the same manner as is
provided in Article X hereof with respect to Supplemental
Indentures.  Such notice shall briefly set forth the nature
of such proposed amendment, change or modification and shall
state that copies of the instrument embodying the same are
on file at the principal office of the Trustee for
inspection by all owners of the Bonds.

     Section 11.4.  Consent of Bond Insurer in Addition to
Bondholder Consent.  Unless otherwise provided herein, the
Bond Insurer's consent shall be required in addition to
Bondholder consent, when required for the following
purposes:  (i) execution and delivery of any Supplemental
Indenture or any amendment, supplement or change to or
modification of the Agreement; (ii) removal of the Trustee
or Paying Agent and selection and appointment of any
successor trustee or paying agent; and (iii) initiation or
approval of any action not described in (i) or (ii) above
which requires Bondholder consent.


                         ARTICLE XII

                   DISCHARGE OF INDENTURE

     Section 12.1.  Defeasance.  (A) When there are in the
Debt Service Fund sufficient funds, or non-callable and
non-prepayable Federal Securities in such principal amounts,
bearing interest at such rates and with such maturities
(including, with respect to any Bonds in the Weekly Mode,
maturities no greater than seven (7) days to fund the
payment of Purchase Price) as will provide, without
reinvestment, sufficient funds to pay the Purchase Price,
principal of, premium, if any, and interest on the Bonds in
full as and when such amounts become due, and when all the
rights hereunder of the Authority and the Trustee have been
provided for (1) the Bondowners will cease to be entitled to
any right, benefit or security under this Indenture except
the right to receive payment of the funds deposited and held
for payment and other rights set forth below or which by
their nature cannot be satisfied prior to or simultaneously
with termination of the lien hereof, (2) the security
interests created by this Indenture (except in such funds
and investments) shall terminate, and (3) the Authority and
the Trustee shall execute and deliver such instruments as
may be necessary to discharge the lien and security
interests created hereunder; provided, however, that (a) if
any such Bonds are to be redeemed prior to the maturity
thereof, such Bonds shall have been duly called for
redemption or irrevocable instructions for such a call shall
have been given to the Trustee and (b) either the Trustee
shall have received written confirmation from Moody's, if
the Bonds are then rated by Moody's, and from S&P, if the
Bonds are then rated by S&P, that the defeasance will not
result in the withdrawal or reduction of its rating on the
Bonds, or, if none of the Bonds to be defeased are in the
Daily or Weekly Mode, the Bonds are to be redeemed on or
before the next Purchase Date.  Upon such defeasance, the
funds and investments required to pay or redeem the Bonds in
full shall be irrevocably set aside for that purpose.  If at
the time established for defeasance the Bonds are then rated
by Moody's, a mathematical verification that the
requirements set forth in this Section have been satisfied
prepared by a firm of independent public accountants who are
recognized on a nationwide basis for skill in the
preparation of such verifications and selected by the
Borrower shall be provided to the Trustee and to Moody's;
provided, however, that Moody's may waive such verification
after notification by the Borrower of the terms of any such
defeasance.  The Trustee shall cause to be mailed to all
Bondowners within fifteen (15) days of the conditions of
this section being met in the manner herein specified for
redemption of Bonds a notice stating that such conditions
have been met and that the lien of this Indenture has been
discharged, and, if the Bonds are to be redeemed prior to
maturity, specifying the date of redemption and the
redemption price.  Any funds or property held by the Trustee
for payment of the Bonds under this section and not required
for such payment shall (unless there is an Event of Default
hereunder, in which case they shall be applied as provided
in Section 8.4 hereof, after satisfaction of all the rights
of the Authority and the Trustee, and payment of the rebate,
if any, due to the United States under Section IRC 148(f) of
the Code, and upon such indemnification, if any, as the
Authority or the Trustee may reasonably require, be
distributed to the Borrower.  If Bonds are not presented for
final payment when due and moneys are available in the hands
of the Trustee therefor, the Trustee shall, without
liability for interest thereon, continue to hold the moneys
held for that purpose subject to Section 5.6, and interest
shall cease to accrue on the principal amount represented
thereby.

     When there are in the Debt Service Fund funds or
securities as described in the preceding paragraph as are
sufficient to pay the Purchase Price, principal of, premium,
if any, and interest on, some but not all of the Bonds in
full as and when such amounts become due and the other
conditions in the preceding paragraph have been met with
respect to such Bonds, the particular Bonds (or portions
thereof) for which such provision for payment shall have
been considered made shall be selected by lot by the Trustee
and thereupon the Trustee and the Authority shall take
similar action to release the security interests created by
this Indenture in respect of such Bonds (except in such
funds or securities and investments thereon), subject
however to compliance with the applicable conditions set
forth in the provisos above.

     Notwithstanding the foregoing, those provisions
relating to the maturity of Bonds, interest payments and
dates thereof, the tender of Bonds for purchase and the
Trustee's remedies with respect thereto, and provisions
relating to exchange, transfer and registration of Bonds,
replacement and cancellation of Bonds, the holding of moneys
in trust and the duties of the Trustee in connection with
all of the foregoing and the fees, expenses and indemnities
of the Trustee and the Authority, shall remain in full force
and effect and shall be binding upon the Trustee, the
Authority, the Borrower and the Bondowners notwithstanding
the release and discharge of this Indenture until the Bonds
have been actually paid in full.

     Notwithstanding anything herein to the contrary, if
moneys or Federal Securities have been deposited or set
aside with the Trustee pursuant to the provisions of this
Section and the principal of, premium, if any, and interest
on the Bonds shall not, in fact, been actually paid in full,
no amendment to the provisions of this Section will be made
without the consent of the owner of each of the Bonds
affected thereby.

          (B)  The Authority hereby covenants that no
deposit will knowingly be made or accepted under this
Article and no use knowingly made of any such deposit
referred to in Section 12.1(A) which would cause the Bonds
to be treated as "arbitrage bonds" within the meaning of
Section 148 of the Code.


                        ARTICLE XIII

            PROVISIONS RELATING TO BOND INSURANCE

     Section 13.1.  Notice of Certain Redemptions.  The
Paying Agent shall notify the Bond Insurer in the manner
required by Section 13.8 of any redemption of Bonds pursuant
to the provisions of this Indenture.

     Section 13.2.  Notice of Default; Notices of Claims
Under Insurance Policy.

     (a)  The Paying Agent shall give the Bond Insurer
Immediate Notice of any Event of Default with respect to the
Bonds set forth in Section 8.1(A)(1) of which the Trustee
has knowledge.  The Paying Agent shall also give the Bond
Insurer Immediate Notice if the Paying Agent has been
notified by the Borrower by the Business Day prior to any
payment date referenced in Section 8.1(A)(1) that the
Borrower does not intend to make a payment due on any such
payment date.  Such notice shall specify the amount of the
anticipated deficiency, the Bonds to which such deficiency
is applicable and whether such Bonds will be deficient as to
principal or interest or both.  The Paying Agent shall give
the Bond Insurer notice of an Event of Default under
Sections 8.1(A)(2), 8.1(A)(3) and 8.1(A)(4) within 30 days
after any Responsible Officer has knowledge of an Event of
Default under Sections 8.1(A)(2), 8.1(A)(3) and 8.1(A)(4).

     (b)  The Paying Agent shall, at the time it provides
notice to the Bond Insurer under either of the first two
sentences of Section 13.2(a), notify registered owners of
Bonds, and in the case of Bank Bonds the Bank, entitled to
receive the payment of principal or interest thereon from
the Bond Insurer (i) as to the fact of such entitlement;
(ii) that the Bond Insurer will remit to them all or a part
of the interest payments next coming due upon proof of
entitlement of holders of Bonds to interest payments and
delivery to the Insurance Trustee, in form satisfactory to
the Insurance Trustee, of an appropriate assignment of the
registered owner's right to payment; (iii) that should they
be entitled to receive full payment of principal from the
Bond Insurer, they must surrender their Bonds (along with an
appropriate instrument of assignment in form satisfactory to
the Insurance Trustee to permit ownership of such Bonds to
be registered in the name of the Bond Insurer) for payment
to the Insurance Trustee, and not the Trustee; and (iv) that
should they be entitled to receive partial payment of
principal from the Bond Insurer, they must surrender their
Bonds for payment thereon first to the Paying Agent, who
shall note on such Bonds the portion of the principal paid
by the Trustee and then, along with the appropriate
instrument of assignment in form satisfactory to the
Insurance Trustee, to the Insurance Trustee, which will then
pay the unpaid portion of principal.

     (c)  In the event that a Responsible Officer of the
Paying Agent has notice that any payment of principal of or
interest on a Bond which has become due for payment and
which is made to a holder of a Bond by or on behalf of the
Authority has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to
the United States Bankruptcy Code by a trustee in bankruptcy
in accordance with a final, nonappealable order of a court
having competent jurisdiction, the Paying Agent shall, at
the time the Bond Insurer is notified that the Paying Agent
does not have sufficient funds to pay principal of or
interest on the Bonds when such payments become due, notify
all registered owners that in the event that any registered
owner's payment is so recovered, such registered owner will
be entitled to payment from the Bond Insurer to the extent
of such recovery if sufficient funds are not otherwise
available, and the Paying Agent shall furnish to the Bond
Insurer its records evidencing the payments of principal of
and interest on the Bonds which have been made by the Paying
Agent and subsequently recovered from registered owners and
the dates on which such payments were made.  Notwithstanding
anything to the contrary contained in this Indenture, the
obligation of the Paying Agent to make claims under the
Policy relating to any Bonds with respect to which the
payment of principal of and/or interest has been deemed a
preferential transfer and consequently recovered from its
registered holder as described above shall survive the
discharge of this Indenture.

     Section 13.3.  Deemed Holder for Default and Remedies. 
For all purposes of Article VIII of this Indenture other
than Section 8.1(B), the Bond Insurer shall be deemed to be
the sole holder of the Bonds.  Notwithstanding Section
8.1(B), without the written consent of the Bond Insurer, (a)
upon the occurrence of an Event of Default, the principal of
the Bonds then outstanding and interest thereon shall not
become immediately due and payable and (b) the Trustee may
not waive a Default or annul a declaration that the
principal of the Bonds and interest thereon are immediately
due and payable.

     Section 13.4.  Supplemental Indentures and Amendments
to Agreement.  Anything in this Indenture to the contrary
notwithstanding, no consent or approval of any holder of
Bonds to any Supplemental Indenture pursuant to Section 10.3
of the Indenture or to any amendment of the Agreement
pursuant to Section 9.4 thereof shall become effective
without the written consent of the Bond Insurer.  In the
case of any Supplemental Indenture or any amendment to the
Agreement requiring the consent of holders of Bonds, at
least 15 Business Days prior to executing such proposed
Supplemental Indenture or any amendment to the Agreement,
the Trustee shall give notice of such execution together
with a copy of such Supplemental Indenture or any amendment
to the Agreement to the Bond Insurer and to Moody's, if the
Bonds are rated by such at the time, S&P, if the Bonds are
rated by such at the time.  The Trustee shall give notice to
the Bond Insurer of any Supplemental Indenture or amendment
to the Agreement not requiring the consent of Bondholders. 
Any provision of this Indenture expressly recognizing or
granting rights in or to the Bond Insurer may not be amended
in any manner which affects the rights of the Bond Insurer
hereunder without the prior written consent of the Bond
Insurer.

     Section 13.5.  Successor Trustee.  The Trustee shall
give written notice of its resignation, in accordance with
Section 9.8, to the Bond Insurer at the same time such
notice is given to the Authority.  The Authority shall give
notice to the Bond Insurer of its removal of the Trustee and
of its appointment of a successor Trustee in the event of a
resignation or removal of the Trustee, all in accordance
with Section 13.8.  The Bond Insurer shall be treated as the
sole holder of Bonds for purposes of approving any successor
Trustee.

     Section 13.6.  Bond Insurer as Party in Interest.  The
Bond Insurer shall be included as a party in interest with
respect to the Bonds and as a party entitled to (a) notify
the Trustee of the occurrence of an Event of Default, and
(b) request the Trustee to intervene in judicial proceedings
that affect the Bonds or the security therefor.  The Trustee
shall be required to accept notice of an Event of Default
from the Bond Insurer as the sole holder of the Bonds.

     Section 13.7.  Access to the Register.  Upon the
occurrence of an Event of Default which would require the
Bond Insurer to make payments of principal of or interest on
the Bonds in accordance with the Insurance Policy, the
Trustee shall provide access to the books kept for the
registration of transfer of Bonds and all records relating
to the funds and accounts maintained under this Indenture to
the Bond Insurer, the Insurance Trustee or other designee of
the Bond Insurer, and shall make arrangements with the
Insurance Trustee (i) to mail checks or drafts to the
registered owners of Bonds entitled to receive full or
partial interest payments from the Bond Insurer and (ii) to
pay principal upon Bonds surrendered to the Insurance
Trustee by the registered owners of Bonds entitled to
receive full or partial principal payments from the Bond
Insurer.

     Section 13.8.  Notices to Bond Insurer.  For so long as
the Insurance Policy is in effect, the Trustee shall furnish 
to the Bond Insurer a copy of any notice to be given to the
registered owners of the Bonds, including without
limitation, notice of any redemption or defeasance of Bonds
and any certificates rendered pursuant hereto relating to
the security for the Bonds.  All notices, consents or other
communications required or permitted to be given to the Bond
Insurer under the Indenture shall be deemed sufficiently
given if given in writing, mailed by registered or certified
mail, postage prepaid and addressed as follows:  AMBAC
Indemnity Corporation, One State Street Plaza, 17th Floor,
New York, New York 10004, Attention:  Surveillance
Department.  The Bond Insurer may from time to time give
notice in writing to all parties to this Indenture
designating a different address or addresses for notice
hereunder.

     Section 13.9.  Termination of Special Insurance
Requirements.  The provisions of this Article shall apply
only so long as the Bond Insurer is not in default under the
Insurance Policy.

     Section 13.10.  Confirmation of Application of Term
"Outstanding" to Bonds Paid by Bond Insurer; Recordation of
Rights of Subrogation in Registration Books.

     (a)  Notwithstanding anything herein to the contrary,
in the event that the principal and/or interest due on the
Bonds shall be paid by the Bond Insurer pursuant to the
Insurance Policy, the Bonds (i) shall continue to be
outstanding within the meaning of the Indenture for all
purposes; (ii) shall not be considered defeased, otherwise
satisfied or paid by the Authority; and (iii) the assignment
and pledge of the Indenture and all covenants, agreements
and other obligations of the Authority and the Borrower to
the registered owners shall continue to exist and shall run
to the benefit of the Bond Insurer, and the Bond Insurer
shall be subrogated to the rights of such registered owners
to the extent of each such payment.

     (b)  To assist the Trustee in allocating available
moneys held under the Indenture, (i) in the case of
subrogation as to claims for past due interest, the Trustee
shall note the Bond Insurer's rights as subrogee on the
registration books of the Authority maintained by the
Trustee upon receipt from the Bond Insurer of proof of the
payment of interest thereon to the registered owners of the
Bonds, and (ii) in the case of subrogation as to claims for
past due principal, the Trustee shall note the Bond
Insurer's rights as subrogee on the registration books of
the Authority maintained by the Trustee upon surrender of
the Bonds by the registered owners thereof together with
proof of the payment of principal thereof.

     Section 13.11.  Bond Insurer as Third Party
Beneficiary.  To the extent that this Indenture confers upon
or gives or grants to the Bond Insurer any right, remedy or
claim under or by reason of this Indenture, the Bond Insurer
is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right, remedy
or claim conferred, given or granted hereunder.

     Section 13.12.  Definitions for Purposes of Article
XIII.  For purposes of this Article the following terms
shall have the following meanings:

     (a)  "Immediate Notice" shall mean telephonic or
facsimile notice, promptly followed by written notice by
registered or certified mail to such address as the
addressee shall have directed in writing; provided, however,
that telephonic or facsimile notice shall be effective
notwithstanding any failure to receive such written notice.

     (b)  "Insurance Trustee" shall mean United States Trust
Company of New York, or its successor, as Insurance Trustee
under the Insurance Policy.

     (c)  "Responsible Officer" shall mean an officer of the
Trustee assigned to the Trustee's corporate trust
department, including, without limitation, any Vice
President, any Assistant Vice President, any Trust Officer,
or any other officer performing functions similar to those
performed by the persons who at the time shall be such
officers and also means any other officer of the Trustee to
whom any corporate trust matter is referred because of his
knowledge of and familiarity with the particular subject.


                         ARTICLE XIV

                     GENERAL PROVISIONS

     Section 14.1.  Notices.  Any notice, request, demand,
communication or other paper shall be sufficiently given and
shall be deemed given when delivered or mailed by registered
or certified mail, return receipt requested, postage
prepaid, or sent by telegram, addressed as follows: if to
the Authority, at 845 Brook Street, Rocky Hill, Connecticut
06067, Attention: Program Manager - Loan Administration; if
to the Borrower, c/o Northeast Utilities Service Company at
107 Selden Street, Berlin, Connecticut  06037, Attention:
Assistant Treasurer; if to the Trustee, at Fleet National
Bank, 777 Main Street, Hartford, Connecticut 06115,
Attention: Corporate Trust Department; if to the Bank, at
Societe Generale, New York Branch, 1221 Avenue of the
Americas, New York, New York  10020, Attention:  Gordon R.
Eadon; if to the Paying Agent, at Fleet National Bank, 777
Main Street, Hartford, Connecticut 06115, Attention: 
Corporate Trust Department; and if to the Remarketing Agent,
at 85 Broad Street, New York, New York  10004, Attention: 
Municipal Finance Department.  A duplicate copy of each
notice required to be given hereunder by the Trustee to
either the Authority, the Borrower, the Bank, the
Remarketing Agent, the Paying Agent, and each Bondowner,
shall also be given to the other.  Any notice party may
designate any further or different addresses to which
subsequent notices, certificates or other communications
shall be sent.

     All notices sent to Bondowners by the Borrower, Trustee
or Paying Agent shall simultaneously be sent by registered
or certified mail, postage prepaid, to Moody's, S&P, at
least two (2) national information services that publish or
disseminate notices of redemption of obligations such as the
Bonds, such as S&P's Called Bond Service and Kenney
Information Systems Notification Service, and all registered
securities depositories that are registered owners of the
Bonds, provided that the failure to give such notice shall
not affect the validity of any notice given to the
Bondowners.  The selection of the national information
services to receive any notice or any change in the Trustee,
Paying Agent or Remarketing Agent shall be at the sole
discretion of the Trustee or the Paying Agent, as the case
may be.

     Notice of any proposed amendment of this Indenture, any
Financing Document, the Insurance Policy or the Standby Bond
Purchase Agreement, or any material change to any
remarketing agreement entered into by the Remarketing Agent,
the Borrower and the Authority, or any change in the
Trustee, Paying Agent or Remarketing Agent, or of any
conversion from either the Daily, Flexible or Weekly Modes
to a Multiannual or Fixed Rate Mode shall be sent by the
Borrower to Moody's and S&P.

     Notice hereunder may be waived prospectively or
retrospectively by the person entitled to the notice, but no
waiver shall affect any notice requirement as to other
persons.

     Section 14.2.  Covenant Against Discrimination.  The
Trustee agrees and warrants that in the performance of this
Indenture it will not discriminate against any person or
group of persons on the grounds of race, color, religion,
national origin, age, sex, sexual orientation, marital
status, physical or mental disability, political beliefs,
mental retardation, or history of mental disorder in any
manner prohibited by the laws of the United States or of the
State.

     Section 14.3.  Parties Interested Herein.  Except as
otherwise specifically provided herein, nothing in this
Indenture expressed or implied is intended or shall be
construed to confer upon, or to give to, any person or
entity, other than the Authority, the Trustee, the Borrower,
the Paying Agent, the Remarketing Agent, the Bond Insurer,
the Bank and the registered owners of the Bonds, any right,
remedy or claim under or by reason of this Indenture or any
covenant, condition or stipulation hereof, and all
covenants, stipulations, promises and agreements in this
Indenture contained by and on behalf of the Authority shall
be for the sole and exclusive benefit of the Authority, the
Trustee, the Borrower, the Paying Agent, the Remarketing
Agent, the Bond Insurer, the Bank and the registered owners
of the Bonds.

     Section 14.4.  Effective Date; Counterparts.  This
Indenture shall become effective on delivery.  It may be
simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute
but one and the same instrument.

     Section 14.5.  Date for Identification Purposes Only. 
The date of this Indenture shall be for identification
purposes only and shall not be construed to imply that this
Indenture was executed on such date.

     Section 14.6.  Time.  All references to times of day in
this Indenture are references to New York City time.

     IN WITNESS WHEREOF, the Connecticut Development
Authority has caused these presents to be signed in its name
and behalf by an Authorized Representative, and to evidence
its acceptance of the trusts hereby created, Fleet National
Bank, has caused these presents to be signed in its name and
behalf by its duly authorized officer, as of the date first
above written.

Connecticut Development Authority

By 
Name:/s/ Antone C. Botelho, III
Authorized Representative


Fleet National Bank


By /s/Kathy A. Larimore
Assistant Vice President


                   APPENDIX A TO INDENTURE




                                   [DATE]


Fleet National Bank
777 Main Street
Hartford, Connecticut  06115

Dear               :


                         REQUISITION


The Connecticut Light and Power Company (the "Borrower")
hereby requests Fleet National Bank, as trustee under the
Indenture of Trust, dated as of May 1, 1996, as amended and
restated as of January 1, 1997, between Fleet National Bank
and the Connecticut Development Authority (the "Indenture")
to withdraw $             from the Project Fund established
under the Indenture for purposes permitted by Section 5.2
thereof.  In connection with this withdrawal, the Borrower
states as follows:

1.   The number of this requisition is No.   .

2.   Payments aggregating $              are due to the
     following persons in the following amounts for
     expenditures incurred in connection with the Project:

           Person          Amount             Item




Attached hereto are invoices evidencing each such amount due
and the person to whom such amount is payable.

3.   Payment is due to the Borrower in the total amount of $ 
              in reimbursement for amounts paid by the
     Borrower in connection with the Project:

            Amount              Item


4.   Each amount set forth in paragraphs 2 and 3 hereof has
     been properly paid or incurred within the provisions of
     the Agreement and the Indenture, is a proper charge
     against the Project Fund, is unpaid or unreimbursed,
     and has not been the basis for any previous withdrawal.

5.   This requisition and the use of proceeds set forth
     herein are consistent in all material respects with the
     Tax Regulatory Agreement with respect to the Bonds.

6.   Ninety-five percent or more of the amount requisitioned
     is to be applied to costs (a) paid or incurred for the
     Project after the date which is 60 days prior to the
     adoption of the Authority's inducement resolution, (b)
     for the acquisition, construction or reconstruction of
     land or property of a character subject to the
     allowance for depreciation provided in Section 167 of
     the Internal Revenue Code of 1986, as amended, and (c)
     which are chargeable to the capital account of the
     Project or would be so chargeable either with an
     election by the Borrower or but for the election of the
     Borrower to deduct the amount of the item.

Capitalized terms used in this requisition are used as
defined in the Indenture.

I am an Authorized Representative of the Borrower under the
Agreement.


The Connecticut Light and Power
Company




By: /s/
Name:
Title:



                   APPENDIX B TO INDENTURE



                DTC LETTER OF REPRESENTATIONS