Exhibit 10.23.6

                                  THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT



        THIS THIRTY-THIRD AGREEMENT, dated as of the 1st day of December, 1996,
is entered into by the signatory Participants for the amendment and restatement
by them of the New England Power Pool Agreement dated as of September, 1, 1971
(the "NEPOOL Agreement"), as previously amended by thirty (30) amendments, the
most recent of which was dated as of September 1, 1995.

        WHEREAS, the signatory Participants propose to restate the NEPOOL
Agreement to provide for a restructured New England Power Pool and to include
as part of such restated pool agreement a NEPOOL Open Access Transmission
Tariff (the "Tariff");

        NOW THEREFORE, the signatory Participants hereby agree as follows:

                                             SECTION I
                           AMENDMENT AND RESTATEMENT OF NEPOOL AGREEMENT

               The NEPOOL Agreement as in effect on December 1, 1996 (the
"Prior NEPOOL Agreement") is amended and restated, as of the effective dates
provided in Section II, to read as provided in Exhibit A hereto (the "Restated
NEPOOL Agreement").

                                            SECTION II
                            EFFECTIVENESS OF THE THIRTY-THIRD AGREEMENT

        This Thirty-Third Agreement, and the amendment and restatement provided
for above, shall become effective as follows:

        (1)    Parts One, Two, Four and Five, of the Restated NEPOOL Agreement
               and all of the provisions of the Tariff shall become effective,
               and Sections 1 to 8, inclusive, 10, 11, 13, 14.2, 14.3, 14.4 and
               16 of the Prior NEPOOL Agreement shall cease to be in effect, on
               March 1, 1997 or on such other date as the Federal Energy
               Regulatory Commission ("Commission") shall provide that such
               portion of the Restated NEPOOL Agreement shall become effective
               (the "First Effective Date"); and

        (2)    the remaining portions of the Restated NEPOOL Agreement shall
               become effective, and Sections 9, 12, 14.1, 14.5, 14.6, 14.7,
               14.8 and 15 of the Prior NEPOOL Agreement together with the
               related exhibits and supplements to the Prior NEPOOL Agreement
               shall cease to be in effect, on July 1, 1997 or such other date
               on or before January 1, 1998 as the NEPOOL Management Committee
               may fix, after it has determined that the necessary detailed
               criteria, rules and standards and computer programs to implement
               such remaining portions of the Restated NEPOOL Agreement are in
               place, or on such other date or dates as the Federal Energy
               Regulatory Commission may fix, on its own or pursuant to the
               request of the Management Committee, (the "Second Effective
               Date").

                                            SECTION III
                                        INTENT OF AGREEMENT

        This Thirty-Third Agreement is intended by the signatories hereto to
effect a comprehensive amendment and restatement of the NEPOOL Agreement and to
provide a regional open access transmission arrangement in accordance with the
Restated NEPOOL Agreement and the Tariff, which is Attachment B to the Restated
NEPOOL Agreement.  Subject to the understandings expressed in the balance of
this Section and in Section IV, the signatories agree to support the acceptance
of the Thirty-Third Agreement by the Commission.

        Subject to the understandings expressed in Section IV of this
Agreement, in entering into this Thirty-Third Agreement the signatories
expressly condition their commitment on acceptance of this Thirty-Third
Agreement, including the Restated NEPOOL Agreement and the Tariff, by
the Commission and any other regulatory body having jurisdiction without
significant conditions or modifications.  If significant conditions are imposed
or significant modifications are required, the signatories reserve the right to
renegotiate the Thirty-Third Agreement as a whole or to terminate it.

                                            SECTION IV
                                      ALTERNATIVE AMENDMENTS

        The signatories have been unable to reach final agreement on two
aspects of the transmission arrangements for a restructured NEPOOL which would
be in effect after the five-year Transition Period provided for in the Tariff,
as follows:

        (a)    the continued treatment of "grandfathered contracts" as Excepted
               Transactions; and

        (b)    the continuance and treatment of Participant Regional Network
               Service rates which differ from an average Regional Network
               Service rate.

It is agreed that any Participant which signs this Agreement shall be entitled
to take any position before the Commission that it deems best with respect to
either of these two aspects of the transmission arrangements.

        However, Participants signing this Agreement are requested to consider
the proposed treatment of these aspects of the transmission arrangements in the
following Alternate A and Alternate B and to indicate, if they are willing, in
the optional supplemental agreement on the signature page to this Agreement
their position on these alternates.  The alternates are as follows:

        Alternate A is as follows:

        1.     The introductory portion of paragraph (3) of Section 25 of the
Tariff shall be amended to read as follows:

               (3)     for the period from the effective date of the Tariff
                       until the termination of the transmission agreement or
                       the end of the Transition Period, whichever occurs
                       first:

        2.     The description of the "Participant RNS Rate" in Schedule 9 to
the Tariff shall be amended by modifying the proviso at the end of the second
sentence of paragraph (4) of the Schedule to read as follows:

               provided that in no event shall its pre-1997 Participant RNS
               Rate be less than 70% of the pre-1997 Pool PTF Rate until the
               end of Year Five, and thereafter shall be equal to the pre-1997
               Pool PTF Rate for Year Six and thereafter.

and by amending the proviso at the end of the third sentence of paragraph (4)
of the Schedule to read as follows:

               provided that in no event shall its pre-1997 Participant RNS
               Rate be greater than 130% of the pre-1997 Pool PTF Rate until
               the end of Year Five, and thereafter shall be equal to the pre-
               1997 Pool PTF Rate for Year Six and thereafter.

        Alternate B is as follows:
        1.     The introductory portion of paragraph (3) of Section 25 of the
Tariff shall be amended to read as follows:

               (3)     for the period from the effective date of this Tariff
                       until the termination of the transmission agreement:

        2.     The description of the "Participant RNS Rate"in Schedule 9 to
the Tariff shall be amended by modifying the proviso at the end of the second
sentence of paragraph (4) of the Schedule to read as follows:

               provided that in no event shall its pre-1997 Participant RNS
               Rate be less than 70% of the pre-1997 Pool PTF Rate until the
               end of Year Five, and thereafter shall be no less than 50% of
               the pre-1997 Pool PTF Rate for Year Six through Year Ten, and
               shall be equal to the pre-1997 Pool PTF Rate for Year Eleven and
               thereafter.

and by amending the proviso at the end of the third sentence of paragraph (4)
of the Schedule to read as follows:

               provided that in no event shall its pre-1997 Participant RNS
               Rate be greater than 130% of the pre-1997 Pool PTF Rate until
               the end of Year Five and thereafter shall be no greater than
               127% of the pre-1997 Pool PTF Rate for Year Six, 123% of the
               pre-1997 Pool PTF Rate for Year Seven, 118% of the pre-1997 Pool
               PTF Rate for Year Eight, 112% of the pre-1997 Pool PTF Rate for
               Year Nine, 105% of the pre-1997 Pool PTF Rate for Year Ten, and
               shall be equal to the pre-1997 Pool PTF Rate for Year Eleven and
               thereafter.


                                             SECTION V
                                      USAGE OF DEFINED TERMS

        The usage in this Thirty-Third Agreement of terms which are defined in
the Prior NEPOOL Agreement shall be deemed to be in accordance with the
definitions thereof in the Prior NEPOOL Agreement.

SECTION VI
                                           COUNTERPARTS

        This Thirty-Third Agreement may be executed in any number of
counterparts and each executed counterpart shall have the same force and effect
as an original instrument and as if all the parties to all the counterparts had
signed the same instrument.  Any signature page of this Thirty-Third Agreement
may be detached from any counterpart of this Thirty-Third Agreement without
impairing the legal effect of any signatures thereof, and may be attached to
another counterpart of this Thirty-Third Agreement identical in form thereto
but having attached to it one or more signature pages.

        IN WITNESS WHEREOF, each of the signatories has caused a counterpart
signature page to be executed by its duly authorized representative, as of the
1st day of December, 1996.

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Bangor Hydro-Electric Company
                                   (Participant)

                                   By: /s/ Carroll R. Lee
                                       Name: Carroll R. Lee
                                      Title: Senior Vice President &
                                             Chief Operating Officer
                                    Address: 33 State Street
                                             Bangor, ME 04402-0932

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Bangor Hydro-Electric Company
                                   (Participant)

                                   By: /s/ Carroll R. Lee
                                       Name: Carroll R. Lee
                                      Title: Senior Vice President &
                                             Chief Operating Officer
                                    Address: 33 State Street
                                             Bangor, ME 04402-0932
<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Boston Edison Company
                                   (Participant)

                                   By: /s/ Douglas S. Horan
                                       Name: Douglas S. Horan
                                      Title: Senior Vice President
                                    Address: 800 Boylston Street
                                             Boston, MA 02199-8001

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Boston Edison Company
                                   (Participant)

                                    By: /s/ Douglas S. Horan
                                       Name: Douglas S. Horan
                                      Title: Senior Vice President
                                    Address: 800 Boylston Street
                                             Boston, MA 02199-8001
<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Central Maine Power Company
                                   (Participant)

                                   By: /s/ Arthur Adelberg
                                       Name: Arthur Adelberg
                                      Title: VP
                                    Address: 83 Edison Drive
                                             Augusta, ME 04336-0001
                                                         

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Central Maine Power Company
                                   (Participant)

                                   By: /s/ Arthur Adelberg
                                       Name: Arthur Adelberg
                                      Title: VP
                                    Address: 83 Edison Drive
                                             Augusta, ME 04336-0001

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   COMMONWEALTH ENERGY SYSTEM COMPANIES
                                    Cambridge Electric Light Company
                                    Canal Electric Company
                                    Commonwealth Electric Company
                                   (Participants)

                                   By: /s/ James J. Keane
                                       Name:
                                      Title:
                                    Address: 2421 Cranberry Highway
                                             Wareham, MA 02571-1002
                                                         

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   COMMONWEALTH ENERGY SYSTEM COMPANIES
                                    Cambridge Electric Light Company
                                    Canal Electric Company
                                    Commonwealth Electric Company
                                   (Participants)

                                   By: /s/ James J. Keane
                                       Name:
                                      Title:
                                    Address: 2421 Cranberry Highway
                                             Wareham, MA 02571-1002
                                                           

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Connecticut Municipal Electric Energy Company
                                   (Participant)

                                   By: /s/ Maurice R. Scully
                                       Name: Maurice R. Scully
                                      Title: Executive Director
                                    Address: 30 Stott Avenue
                                             Norwich, CT 06360-1535
                                                         

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Connecticut Municipal Electric Energy Company
                                   (Participant)

                                   By: /s/ Maurice R. Scully
                                       Name: Maurice R. Scully
                                      Title: Executive Director
                                    Address: 30 Stott Avenue
                                             Norwich, CT 06360-1535
                                                         
                                                         

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   EASTERN UTILITIES ASSOCIATES COMPANIES
                                    Blackstone Valley Electric Company
                                    Easter Edison Company
                                    Montaup Electric Company
                                    Newport Electric Company
                                   (Participants)

                                   By: /s/ Kevin A. Kirby
                                       Name: Kevin A. Kirby
                                      Title: Vice President
                                    Address: 750 West Center Street
                                             West Bridgewater, MA 02379-0543 
                                                         

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   EASTERN UTILITIES ASSOCIATES COMPANIES
                                    Blackstone Valley Electric Company
                                    Easter Edison Company
                                    Montaup Electric Company
                                    Newport Electric Company
                                   (Participants)

                                   By: /s/ Kevin A. Kirby
                                       Name: Kevin A. Kirby
                                      Title: Vice President
                                    Address: 750 West Center Street
                                             West Bridgewater, MA 02379-0543 
                                                                      

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Houlton Water Company
                                   (Participant)

                                   By: /s/ John L. Clark
                                       Name: John L. Clark
                                      Title: General Manager
                                    Address: 21 Bangor Street
                                             Houlton, ME 04730
                                                         

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Houlton Water Company
                                   (Participant)

                                   By: /s/ John L. Clark
                                       Name: John L. Clark
                                      Title: General Manager
                                    Address: 21 Bangor Street
                                             Houlton, ME 04730
                                                         
                                                         

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   Fitchburg Gas and Electric Light Company
                                   (Participant)

                                   By: /s/ David K. Foote
                                       Name: David K. Foote
                                      Title: Senior Vice President
                                    Address: 6 Liberty Lane West
                                             Hampton, NH 03842-1720            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   Fitchburg Gas and Electric Light Company
                                   (Participant)

                                   By: /s/ David K. Foote
                                       Name: David K. Foote
                                      Title: Senior Vice President
                                    Address: 6 Liberty Lane West
                                             Hampton, NH 03842-1720          

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   KCS Power Marketing, Inc.
                                   (Participant)

                                   By: /s/ Thomas F. Withka
                                       Name: Thomas F. Withka
                                      Title: President
                                    Address: 379 Thornall Street
                                             Edison, NJ 08837            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   KCS Power Marketing, Inc.
                                   (Participant)

                                   By: /s/ Thomas F. Withka
                                       Name: Thomas F. Withka
                                      Title: President
                                    Address: 379 Thornall Street
                                             Edison, NJ 08837            

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   GRANITE STATE ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Richard P. Seigel
                                       Name:
                                      Title: Chairman
                                    Address: 407 Miracle Mile, Suite 1
                                             Lebanon, NH           

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   GRANITE STATE ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Richard P. Seigel
                                       Name:
                                      Title: Chairman
                                    Address: 407 Miracle Mile, Suite 1
                                             Lebanon, NH           
                                                         

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   MASSACHUSETTS ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Lawrence J. Reilly
                                       Name: Lawrence J. Reilly
                                      Title: President
                                    Address: 25 Research Dr.
                                             Westborough, MA 01582            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   MASSACHUSETTS ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Lawrence J. Reilly
                                       Name: Lawrence J. Reilly
                                      Title: President
                                    Address: 25 Research Dr.
                                             Westborough, MA 01582    

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   THE NARRAGANSETT ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Richard P. Seigel
                                       Name:
                                      Title: Chairman
                                    Address: 28 Melrose Street
                                             Providence, RI            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   THE NARRAGANSETT ELECTRIC COMPANY
                                   (Participant)

                                   By: /s/ Richard P. Seigel
                                       Name:
                                      Title: Chairman
                                    Address: 28 Melrose Street
                                             Providence, RI      

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   NEW ENGLAND POWER COMPANY
                                   (Participant)

                                   By: /s/ Jeffrey D. Tranen
                                       Name:
                                      Title: President
                                    Address: 25 Research Drive
                                             Westborough, MA            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                    NEW ENGLAND POWER COMPANY
                                   (Participant)

                                   By: /s/ Jeffrey D. Tranen
                                       Name:
                                      Title: President
                                    Address: 25 Research Drive
                                             Westborough, MA            


<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   NORTHEAST UTILITIES SYSTEM COMPANIES
                                    The Connecticut Light and Power Company
                                    Holyoke Power and Electric Company
                                    Holyoke Water Power Company
                                    Public Service Company of New Hampshire
                                    Western Massachusetts Electric Company
                                   (Participants)

                                   By: /s/ Frank P. Sabatino
                                       Name: Frank P. Sabatino
                                      Title: Vice President - 
                                             Wholesale Marketing
                                    Address: 107 Selden Street
                                             Berlin, CT 06037-1616
                                                       

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   NORTHEAST UTILITIES SYSTEM COMPANIES
                                    The Connecticut Light and Power Company
                                    Holyoke Power and Electric Company
                                    Holyoke Water Power Company
                                    Public Service Company of New Hampshire
                                    Western Massachusetts Electric Company
                                   (Participants)

                                   By: /s/ Frank P. Sabatino
                                       Name: Frank P. Sabatino
                                      Title: Vice President - 
                                             Wholesale Marketing
                                    Address: 107 Selden Street
                                             Berlin, CT 06037-1616
                                                       

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   UNITIL CORPORATION PARTICIPANT COMPANIES
                                    Concord Electric Company
                                    Exeter & Hampton Electric Company
                                    UNITIL Power Corp.
                                   (Participants)

                                   By: /s/ James G. Daly
                                       Name: James G. Daly
                                      Title: President, Unitil Power Corp.
                                    Address: 6 Liberty Lane West
                                             Hampton, NH 03842-1720            

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   UNITIL CORPORATION PARTICIPANT COMPANIES
                                    Concord Electric Company
                                    Exeter & Hampton Electric Company
                                    UNITIL Power Corp.
                                   (Participants)

                                   By: /s/ James G. Daly
                                       Name: James G. Daly
                                      Title: President, Unitil Power Corp.
                                    Address: 6 Liberty Lane West
                                             Hampton, NH 03842-1720            


<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   The United Illuminating Company
                                   (Participant)

                                   By: /s/ James F. Crowe
                                       Name: James F. Crowe
                                      Title: Group V.P.
                                    Address: 157 Church Street
                                             New Haven, CT 06506-0901         
                                           

SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   The United Illuminating Company
                                   (Participant)

                                   By: /s/ James F. Crowe
                                       Name: James F. Crowe
                                      Title: Group V.P.
                                    Address: 157 Church Street
                                             New Haven, CT 06506-0901         
                                           

<PAGE>
                                    COUNTERPART SIGNATURE PAGE
                                TO THIRTY-THIRD AGREEMENT AMENDING
                                 NEW ENGLAND POWER POOL AGREEMENT

                                   DATED AS OF DECEMBER 1, 1996

        The NEPOOL Agreement, being dated as of September 1, 1971, and being
previously amended by thirty (30) amendments the most recent of which was dated
as of September 1,1995.
                                   VERMONT UTILITIES
                                   City of Burlington Electric Department
                                   Central Vermont Public Service Corporation
                                   Citizens Utilities Company
                                   Green Mountain Power Corporation
                                   Rochester Electric Light & Power Company
                                   Vermont Electric Power Company, Inc.
                                   Vermont Marble Company
                                   (Participants)

                                   By: Vermont Electric Power Company, Inc.
                                   By: /s/ Richard M. Chapman
                                       Name: Richard M. Chapman
                                      Title: President and 
                                             Chief Executive Officer
                                    Address: Pinnacle Ridge Avenue
                                             Rutland, VT 05701            
<PAGE>
SUPPLEMENTAL AGREEMENT WITH RESPECT TO ALTERNATES A & B

        The undersigned agrees that either Alternate A or Alternate B as
described in Section IV of the foregoing Agreement will be acceptable to it if
chosen and accepted by the Commission without significant modifications.
Accordingly, the undersigned further agrees that in the event either Alternate
A or Alternate B, as described in Section IV of the foregoing Agreement, is
chosen and accepted without significant modifications by the Commission, the
Tariff shall be deemed to be automatically amended, effective 30 days after the
issuance of the Commission's order, to incorporate the accepted Alternate.

                                   VERMONT UTILITIES
                                   Central Vermont Public Service Corporation
                                   Citizens Utilities Company
                                   Green Mountain Power Corporation
                                   Rochester Electric Light & Power Company
                                   Vermont Electric Power Company, Inc.
                                   Vermont Marble Company
                                   (Participants)

                                   By: Vermont Electric Power Company, Inc.
                                   By: /s/ Richard M. Chapman
                                       Name: Richard M. Chapman
                                      Title: President and 
                                             Chief Executive Officer
                                    Address: Pinnacle Ridge Avenue
                                             Rutland, VT 05701            

<PAGE>



 EXHIBIT A
















                                             RESTATED

                                            NEW ENGLAND

                                       POWER POOL AGREEMENT
<PAGE>






                              TABLE OF CONTENTS



PART ONE - INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . ...1

SECTION 1- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . ...1
        1.1     Adjusted Annual Peak . . . . . . . . . . . . . . . . . . . .1
        1.2     Adjusted Load. . . . . . . . . . . . . . . . . . . . . . . .2
        1.3     Adjusted Monthly Peak. . . . . . . . . . . . . . . . . . ...2
        1.4     Adjusted Net Interchange . . . . . . . . . . . . . . . . ...3
        1.5     AGC Capability . . . . . . . . . . . . . . . . . . . . . ...3
        1.6     AGC Entitlement. . . . . . . . . . . . . . . . . . . . . ...4
        1.7     Agreement. . . . . . . . . . . . . . . . . . . . . . . . ...4
        1.8     Annual Peak. . . . . . . . . . . . . . . . . . . . . . . ...4
        1.9     Automatic Generation Control or AGC. . . . . . . . . . . ...4
        1.10    Bid Price. . . . . . . . . . . . . . . . . . . . . . . . ...5
        1.11    Commission . . . . . . . . . . . . . . . . . . . . . . . ...6
        1.12    Dispatch Price . . . . . . . . . . . . . . . . . . . . . ...6
        1.13    EHV PTF. . . . . . . . . . . . . . . . . . . . . . . . . ...6
        1.14    Electrical Load. . . . . . . . . . . . . . . . . . . . . ...6
        1.15    Energy . . . . . . . . . . . . . . . . . . . . . . . . . ...8
        1.16    Energy Entitlement . . . . . . . . . . . . . . . . . . . ...8
        1.17    Entitlement. . . . . . . . . . . . . . . . . . . . . . . ...8
        1.18    Entity . . . . . . . . . . . . . . . . . . . . . . . . . ...9
        1.19    Executive Committee. . . . . . . . . . . . . . . . . . . ...9
        1.20    Firm Contract. . . . . . . . . . . . . . . . . . . . . . ...9
        1.21    First Effective Date . . . . . . . . . . . . . . . . . . ..10
        1.22    Good Utility Practice. . . . . . . . . . . . . . . . . . ..10
        1.23    HQ Contracts . . . . . . . . . . . . . . . . . . . . . . ..10
        1.24    HQ Energy Banking Agreement. . . . . . . . . . . . . . . ..11
        1.25    HQ Interconnection . . . . . . . . . . . . . . . . . . . ..11
        1.26    HQ Interconnection Agreement . . . . . . . . . . . . . . ..12
        1.27    HQ Interconnection Capability Credit . . . . . . . . . . ..12
        1.28    HQ Interconnection Transfer Capability . . . . . . . . . ..12
        1.29    HQ Net Interconnection Capability Credit . . . . . . . . ..13
        1.30    HQ Phase I Energy Contract . . . . . . . . . . . . . . . ..13
        1.31    HQ Phase I Percentage. . . . . . . . . . . . . . . . . . ..14
        1.32    HQ Phase I Transfer Credit . . . . . . . . . . . . . . . ..14
        1.33    HQ Phase II Firm Energy Contrac. . . . . . . . . . . . ....14
        1.34    HQ Phase II Gross Transfer Responsibility. . . . . . . . ..14
        1.35    HQ Phase II Net Transfer Responsibility. . . . . . . . . ..15
        1.36    HQ Phase II Percentage . . . . . . . . . . . . . . . . . ..15
        1.37    HQ Phase II Transfer Credit. . . . . . . . . . . . . . . ..15
        1.38    HQ Use Agreement . . . . . . . . . . . . . . . . . . . . ..16
        1.39    Installed Capability . . . . . . . . . . . . . . . . . . ..16
        1.40    Installed Capability Entitlement . . . . . . . . . . . . ..16
        1.41    Installed Capability Responsibility. . . . . . . . . . . ..17
        1.42    Installed System Capability. . . . . . . . . . . . . . . ..17
        1.43    Interchange Transactions . . . . . . . . . . . . . . . . ..17
        1.44    ISO. . . . . . . . . . . . . . . . . . . . . . . . . . . ..17
        1.45    Kilowatt . . . . . . . . . . . . . . . . . . . . . . . . ..17
        1.46    Load . . . . . . . . . . . . . . . . . . . . . . . . . . ..18
        1.47    Lower Voltage PTF. . . . . . . . . . . . . . . . . . . . ..19
        1.48    Management Committee . . . . . . . . . . . . . . . . . . ..19
        1.49    Market Reliability Planning Committee. . . . . . . . . . ..19
        1.50    Monthly Peak . . . . . . . . . . . . . . . . . . . . . . ..20
        1.51    NEPOOL . . . . . . . . . . . . . . . . . . . . . . . . . ..20
        1.52    NEPOOL Installed Capability Responsibility . . . . . . . ..20
        1.53    NEPOOL Control Area. . . . . . . . . . . . . . . . . . . ..20
        1.54    NEPOOL Installed Capability. . . . . . . . . . . . . . . ..21
        1.55    NEPOOL Objective Capability. . . . . . . . . . . . . . . ..21
        1.56    New Unit . . . . . . . . . . . . . . . . . . . . . . . . ..22
        1.57    Non-Participant. . . . . . . . . . . . . . . . . . . . . ..22
        1.58    Operable Capability. . . . . . . . . . . . . . . . . . . ..22
        1.59    Operable Capability Entitlement. . . . . . . . . . . . . ..23
        1.60    Operable Capability Requirement. . . . . . . . . . . . . ..23
        1.61    Operable System Capability . . . . . . . . . . . . . . . ..24
        1.62    Operating Reserve. . . . . . . . . . . . . . . . . . . . ..24
        1.63    Operating Reserve Entitlement. . . . . . . . . . . . . . ..24
        1.64    Other HQ Energy. . . . . . . . . . . . . . . . . . . . . ..25
        1.65    Outside Transaction Adjustme . . . . . . ..................25
        1.66    Participant. . . . . . . . . . . . . . . . . . . . . . . ..25
        1.67    Pool-Planned Facility. . . . . . . . . . . . . . . . . . ..25
        1.68    Pool-Planned Unit. . . . . . . . . . . . . . . . . . . . ..25
        1.69    Power Year . . . . . . . . . . . . . . . . . . . . . . . ..26
        1.70    Prior NEPOOL Agreement . . . . . . . . . . . . . . . . . ..26
        1.71    Proxy Unit . . . . . . . . . . . . . . . . . . . . . . . ..26
        1.72    PTF. . . . . . . . . . . . . . . . . . . . . . . . . . . ..26
        1.73    Regional Market Operations Committee . . . . . . . . . . ..27
        1.74    Regional Transmission Operations Committee . . . . . . . ..27
        1.75    Regional Transmission Planning Committee . . . . . . . . ..27
        1.76    Related Person . . . . . . . . . . . . . . . . . . . . . ..27
        1.77    Scheduled Dispatch Period. . . . . . . . . . . . . . . . ..28
        1.78    Second Effective Date. . . . . . . . . . . . . . . . . . ..28
        1.79    Summer Capability. . . . . . . . . . . . . . . . . . . . ..28
        1.80    Summer Period. . . . . . . . . . . . . . . . . . . . . . ..28
        1.81    System Contract. . . . . . . . . . . . . . . . . . . . . ..29
        1.82    System Operator. . . . . . . . . . . . . . . . . . . . . ..29
        1.83    Target Availability Rate . . . . . . . . . . . . . . . . ..29
        1.84    Tariff . . . . . . . . . . . . . . . . . . . . . . . . . ..29
        1.85    Third Effective Date . . . . . . . . . . . . . . . . . . ..30
        1.86    Unit Contract. . . . . . . . . . . . . . . . . . . . . . ..30
        1.87    Voting Share . . . . . . . . . . . . . . . . . . . . . . ..30
        1.88    Winter Capability. . . . . . . . . . . . . . . . . . . . ..30
        1.89    Winter Period. . . . . . . . . . . . . . . . . . . . . . ..31
        1.90    10-Minute Spinning Reserve . . . . . . . . . . . . . . . ..31
        1.91    10-Minute Non-Spinning Reserve . . . . . . . . . . . . . ..32
        1.92    30-Minute Operating Reserve. . . . . . . . . . . . . . . ..33
        1.93    33rd Amendment . . . . . . . . . . . . . . . . . . . . . ..34
        1.94    Modification of Certain Definitions When a Participant 
                Purchases a Portion of Its Requirements from Another 
                Participant Pursuant to Firm Contract. . . . . . . . . . ..34

SECTION 2 - PURPOSE; EFFECTIVE DATES . . . . . . . . . . . . . . . . . . ..37
        2.1     Purpose. . . . . . . . . . . . . . . . . . . . . . . . . ..37
        2.2     Effective Dates; Transitional Provisions . . . . . . . . ..37

SECTION 3 - MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . ..39
        3.1     Membership . . . . . . . . . . . . . . . . . . . . . . . ..39
        3.2     Operations Outside the Control Area. . . . . . . . . . . ..40
        3.3     Lack of Place of Business in New England . . . . . . . . ..41
        3.4     Obligation for Deferred Expenses . . . . . . . . . . . . ..41
        3.5     Financial Security . . . . . . . . . . . . . . . . . . . ..42

SECTION 4 - STATUS OF PARTICIPANTS . . . . . . . . . . . . . . . . . . . ..43
        4.1     Treatment of Certain Entities as Single Participant. . . ..43
        4.2     Participants to Retain Separate Identities . . . . . . . ..43

SECTION 5 - NEPOOL OBJECTIVES AND COOPERATION BY PARTICIPANTS. . . . . . ..44
        5.1     NEPOOL Objectives. . . . . . . . . . . . . . . . . . . . ..44
        5.2     Cooperation by Participants. . . . . . . . . . . . . . . ..45

PART TWO - GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . ..47

SECTION 6 - MANAGEMENT COMMITTEE . . . . . . . . . . . . . . . . . . . . ..47
        6.1     Membership . . . . . . . . . . . . . . . . . . . . . . . ..47
        6.2     Term of Members. . . . . . . . . . . . . . . . . . . . . ..48
        6.3     Votes. . . . . . . . . . . . . . . . . . . . . . . . . . ..48
        6.4     Number of Votes Necessary for Action . . . . . . . . . . ..57
        6.5     Proxies. . . . . . . . . . . . . . . . . . . . . . . . . ..57
        6.6     Alternates . . . . . . . . . . . . . . . . . . . . . . . ..57
        6.7     Officers . . . . . . . . . . . . . . . . . . . . . . . . ..58
        6.8     Meetings . . . . . . . . . . . . . . . . . . . . . . . . ..58
        6.9     Notice of Meetings . . . . . . . . . . . . . . . . . . . ..58
        6.10    Adoption of Budgets. . . . . . . . . . . . . . . . . . . ..59
        6.11    Adoption of Bylaws . . . . . . . . . . . . . . . . . . . ..59
        6.12    Establishing Reliability Standards . . . . . . . . . . . ..59
        6.13    Appointment and Compensation of NEPOOL Personnel . . . . ..60
        6.14    Duties and Authority . . . . . . . . . . . . . . . . . . ..60
        6.15    Attendance of Members of Management Committee at Other
                Committee Meetings . . . . . . . . . . . . . . . . . . . ..65

SECTION 7- EXECUTIVE COMMITTEE . . . . . . . . . . . . . . . . . . . . . ..66
        7.1     Organization . . . . . . . . . . . . . . . . . . . . . . ..66
        7.2     Membership . . . . . . . . . . . . . . . . . . . . . . . ..67
        7.3     Term of Members. . . . . . . . . . . . . . . . . . . . . ..69
        7.4     Alternates . . . . . . . . . . . . . . . . . . . . . . . ..69
        7.5     Votes. . . . . . . . . . . . . . . . . . . . . . . . . . ..70
        7.6     Number of Votes Necessary for Action . . . . . . . . . . ..71
        7.7     Officers . . . . . . . . . . . . . . . . . . . . . . . . ..71
        7.8     Meetings . . . . . . . . . . . . . . . . . . . . . . . . ..71
        7.9     Notice of Meetings . . . . . . . . . . . . . . . . . . . ..72
        7.10    Notice to Members of Management Committee of Actions by
                Executive Committee. . . . . . . . . . . . . . . . . . . ..72
        7.11    Appeal of Actions to Management Committee. . . . . . . . ..73

SECTION 8 - MARKET RELIABILITY PLANNING COMMITTEE. . . . . . . . . . . . ..73
        8.1     Organization . . . . . . . . . . . . . . . . . . . . . . ..73
        8.2     Membership . . . . . . . . . . . . . . . . . . . . . . . ..74
        8.3     Term of Members. . . . . . . . . . . . . . . . . . . . . ..76
        8.4     Voting . . . . . . . . . . . . . . . . . . . . . . . . . ..76
        8.5     Alternates . . . . . . . . . . . . . . . . . . . . . . . ..77
        8.6     Officers . . . . . . . . . . . . . . . . . . . . . . . . ..78
        8.7     Meetings . . . . . . . . . . . . . . . . . . . . . . . . ..78
        8.8     Notice of Meetings . . . . . . . . . . . . . . . . . . . ..78
        8.9     Notice to Members of Management Committee. . . . . . . . ..79
        8.10    Appeal of Actions to Management Committee. . . . . . . . ..79
        8.11    Responsibilities . . . . . . . . . . . . . . . . . . . . ..80
        8.12    Functional Planning Committees . . . . . . . . . . . . . ..82
        8.13    Appointment of Task Forces . . . . . . . . . . . . . . . ..83
        8.14    Consultants, Computer Time and Expenses. . . . . . . . . ..84
        8.15    Further Powers and Duties. . . . . . . . . . . . . . . . ..84
        8.16    Reports to Management Committee. . . . . . . . . . . . . ..84
        8.17    Joint Meetings With Regional Transmission Planning 
                Committee. . . . . . . . . . . . . . . . . . . . . . . . ..85

SECTION 9 - REGIONAL TRANSMISSION PLANNING COMMITTEE . . . . . . . . . . ..85
        9.1     Organization . . . . . . . . . . . . . . . . . . . . . . ..85
        9.2     Membership . . . . . . . . . . . . . . . . . . . . . . . ..85
        9.3     Term of Members. . . . . . . . . . . . . . . . . . . . . ..88
        9.4     Voting . . . . . . . . . . . . . . . . . . . . . . . . . ..88
        9.5     Alternates . . . . . . . . . . . . . . . . . . . . . . . ..89
        9.6     Officers . . . . . . . . . . . . . . . . . . . . . . . . ..90
        9.7     Meetings . . . . . . . . . . . . . . . . . . . . . . . . ..90
        9.8     Notice of Meetings . . . . . . . . . . . . . . . . . . . ..91
        9.9     Notice to Members of Management Committee. . . . . . . . ..91
        9.10    Appeal of Actions to Management Committee. . . . . . . . ..91
        9.11    Responsibilities . . . . . . . . . . . . . . . . . . . . ..92
        9.12    Functional Planning Committees . . . . . . . . . . . . . ..93
        9.13    Appointment of Task Forces . . . . . . . . . . . . . . . ..95
        9.14    Consultants, Computer Time and Expenses. . . . . . . . . ..95
        9.15    Further Powers and Duties. . . . . . . . . . . . . . . . ..96
        9.16    Reports to Management Committee. . . . . . . . . . . . . ..96
        9.17    Joint Meetings With Market Reliability Planning Committee..96

SECTION 10 - REGIONAL MARKET OPERATIONS COMMITTEE. . . . . . . . . . . . ..97
        10.1    Organization . . . . . . . . . . . . . . . . . . . . . . ..97
        10.2    Membership . . . . . . . . . . . . . . . . . . . . . . . ..97
        10.3    Terms of Members . . . . . . . . . . . . . . . . . . . . ..99
        10.4    Voting . . . . . . . . . . . . . . . . . . . . . . . . . .100
        10.5    Alternates . . . . . . . . . . . . . . . . . . . . . . . .101
        10.6    Officers . . . . . . . . . . . . . . . . . . . . . . . . .101
        10.7    Meetings . . . . . . . . . . . . . . . . . . . . . . . . .102
        10.8    Notice of Meetings . . . . . . . . . . . . . . . . . . . .102
        10.9    Notice to Members of Management Committee. . . . . . . . .103
        10.10   Appeal of Actions to Management Committee. . . . . . . . .103
        10.11   Appointment of Task Forces . . . . . . . . . . . . . . . .104
        10.12   Consultants, Computer Time and Expenses. . . . . . . . . .104
        10.13   Responsibilities . . . . . . . . . . . . . . . . . . . . .104
        10.14   Further Powers and Duties. . . . . . . . . . . . . . . . .108
        10.15   Development of Rules Relating to Non-Participant Supply
                and Demand-side Resources. . . . . . . . . . . . . . . . .108
        10.16   Joint Meetings with Regional Transmission Operations 
                Committee. . . . . . . . . . . . . . . . . . . . . . . . .108

SECTION 11 - REGIONAL TRANSMISSION OPERATIONS COMMITTEE. . . . . . . . . .109
        11.1    Organization . . . . . . . . . . . . . . . . . . . . . . .109
        11.2    Membership . . . . . . . . . . . . . . . . . . . . . . . .109
        11.3    Terms of Members . . . . . . . . . . . . . . . . . . . . .111
        11.4    Voting . . . . . . . . . . . . . . . . . . . . . . . . . .112
        11.5    Alternates . . . . . . . . . . . . . . . . . . . . . . . .113
        11.6    Officers . . . . . . . . . . . . . . . . . . . . . . . . .113
        11.7    Meetings . . . . . . . . . . . . . . . . . . . . . . . . .114
        11.8    Notice of Meetings . . . . . . . . . . . . . . . . . . . .114
        11.9    Notice to Members of Management Committee. . . . . . . . .115
        11.10   Appeal of Actions to Management Committee. . . . . . . . .115
        11.11   Appointment of Task Forces . . . . . . . . . . . . . . . .116
        11.12   Consultants, Computer Time and Expenses. . . . . . . . . .116
        11.13   Responsibilities . . . . . . . . . . . . . . . . . . . . .116
        11.14   Further Powers and Duties. . . . . . . . . . . . . . . . .118
        11.15   Joint Meetings with Regional Market Operations Committee .118

PART THREE - MARKET PROVISIONS . . . . . . . . . . . . . . . . . . . . . .119

SECTION 12 - INSTALLED CAPABILITY AND OPERABLE CAPABILITY OBLIGATIONS 
             AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . .119
        12.1    Obligations to Provide Installed Capability and 
                Operable Capability. . . . . . . . . . . . . . . . . . . .119
        12.2    Computation of Installed Capability Responsibilities . . .120
        12.3    Computation of Operable Capability Requirements. . . . . .140
        12.4    Bids to Furnish Installed Capability or Operable 
                Capability . . . . . . . . . . . . . . . . . . . . . . . .141
        12.5    Consequences of Deficiencies in Installed Capability
                Responsibility . . . . . . . . . . . . . . . . . . . . . .142
        12.6    Consequences of Deficiencies in Operable Capability 
                Requirements . . . . . . . . . . . . . . . . . . . . . . .144
        12.7    Payments to Participants Furnishing Installed Capability 
                and  Operable Capability . . . . . . . . . . . . . . . . .146

SECTION 13 - OPERATION, GENERATION, OTHER RESOURCES,AND INTERRUPTIBLE 
             CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . .148
        13.1    Maintenance and Operation in Accordance with Good 
                Utility Practice . . . . . . . . . . . . . . . . . . . . .148
        13.2    Central Dispatch . . . . . . . . . . . . . . . . . . . . .148
        13.3    Maintenance and Repair . . . . . . . . . . . . . . . . . .149
        13.4    Objectives of Day-to-Day System Operation. . . . . . . . .149
        13.5    Satellite Membership . . . . . . . . . . . . . . . . . . .150

SECTION 14 - INTERCHANGE TRANSACTIONS. . . . . . . . . . . . . . . . . . .151
        14.1    Obligation for Energy, Operating Reserve and Automatic 
                Generation Control . . . . . . . . . . . . . . . . . . . .151
        14.2    Obligation to Bid or Schedule, and Right to Receive 
                Energy, Operating Reserve and Automatic Generation 
                Control. . . . . . . . . . . . . . . . . . . . . . . . . .154
        14.3    Amount of Energy, Operating Reserve and Automatic 
                Generation Control Received or Furnished . . . . . . . . .161
        14.4    Payments by Participants Receiving Energy Service, 
                Operating Reserve and Automatic Generation Control . . . .163
        14.5    Payments to Participants Furnishing Energy Service, 
                Operating Reserve, and Automatic Generation Control. . . .165
        14.6    Energy Transactions with Non-Participants. . . . . . . . .167
        14.7    Participant Purchases Pursuant to Firm Contracts and 
                System Contracts . . . . . . . . . . . . . . . . . . . . .169
        14.8    Determination of Energy Clearing Price . . . . . . . . . .170
        14.9    Determination of Operating Reserve Selling Price and 
                Clearing Price . . . . . . . . . . . . . . . . . . . . . .171
        14.10   Determination of AGC Clearing Price. . . . . . . . . . . .175
        14.11   Funds to or from which Payments are to be Made . . . . . .176
        14.12   Development of Rules Relating to Nuclear and 
                Hydroelectric Generating Facilities, Limited-Fuel 
                Generating Facilities, and Interruptible Loads . . . . . .183
        14.13   Dispatch and Billing Rules During Energy Shortages . . . .184
        14.14   Congestion Uplift. . . . . . . . . . . . . . . . . . . . .185
        14.15   Additional Uplift Charges. . . . . . . . . . . . . . . . .187

PART FOUR - TRANSMISSION PROVISIONS. . . . . . . . . . . . . . . . . . . .187

SECTION 15 - OPERATION OF TRANSMISSION FACILITIES. . . . . . . . . . . . .187
        15.1    Definition of PTF. . . . . . . . . . . . . . . . . . . . .187
        15.2    Maintenance and Operation in Accordance with Good 
                Utility Practice . . . . . . . . . . . . . . . . . . . . .190
        15.3    Central Dispatch . . . . . . . . . . . . . . . . . . . . .191
        15.4    Maintenance and Repair . . . . . . . . . . . . . . . . . .191
        15.5    Additions to or Upgrades of PTF. . . . . . . . . . . . . .192

SECTION 16 - SERVICE UNDER TARIFF. . . . . . . . . . . . . . . . . . . . .195
        16.1    Effect of Tariff . . . . . . . . . . . . . . . . . . . . .195
        16.2    Obligation to Provide Regional Service . . . . . . . . . .196
        16.3    Obligation to Provide Local Network Service. . . . . . . .196
        16.4    Transmission Service Availability. . . . . . . . . . . . .199
        16.5    Transmission Information . . . . . . . . . . . . . . . . .199
        16.6    Distribution of Transmission Revenues. . . . . . . . . . .200
        16.7    Changes to Tariff. . . . . . . . . . . . . . . . . . . . .203

SECTION 17 - POOL-PLANNED UNIT SERVICE . . . . . . . . . . . . . . . . . .204
        17.1    Effective Period . . . . . . . . . . . . . . . . . . . . .204
        17.2    Obligation to Provide Service. . . . . . . . . . . . . . .205
        17.3    Rules for Determination of Facilities Covered by 
                Particular Transactions. . . . . . . . . . . . . . . . . .206
        17.4    Payments for Uses of EHV PTF During the Transition Period.207
        17.5    Payments for Uses of Lower Voltage PTF . . . . . . . . . .211
        17.6    Use of Other Transmission Facilities by Participants . . .212
        17.7    Limits on Individual Transmission Charges. . . . . . . . .212

PART FIVE - GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . .213

SECTION 18 - GENERATION AND TRANSMISSION FACILITIES. . . . . . . . . . . .213
        18.1    Designation of Pool-Planned Facilities . . . . . . . . . .213
        18.2    Construction of Facilities . . . . . . . . . . . . . . . .214
        18.3    Protective Devices for Transmission Facilities and 
                Automatic Generation Control Equipment . . . . . . . . . .214
        18.4    Review of Participant's Proposed Plans . . . . . . . . . .215
        18.5    Participant to Avoid Adverse Effect. . . . . . . . . . . .216

SECTION 19 - EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . .217
        19.1    Annual Fee . . . . . . . . . . . . . . . . . . . . . . . .217
        19.2    NEPOOL Expenses. . . . . . . . . . . . . . . . . . . . . .218

SECTION 20 - INDEPENDENT SYSTEM OPERATOR . . . . . . . . . . . . . . . . .219

SECTION 21 - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . .224
        21.1    Alternative Dispute Resolution . . . . . . . . . . . . . .224
        21.2    Payment of Pool Charges; Termination of Status as 
                Participant. . . . . . . . . . . . . . . . . . . . . . . .237
        21.3    Assignment . . . . . . . . . . . . . . . . . . . . . . . .240
        21.4    Force Majeure. . . . . . . . . . . . . . . . . . . . . . .241
        21.5    Waiver of Defaults . . . . . . . . . . . . . . . . . . . .241
        21.6    Other Contracts. . . . . . . . . . . . . . . . . . . . . .242
        21.7    Liability and Insurance. . . . . . . . . . . . . . . . . .242
        21.8    Records and Information. . . . . . . . . . . . . . . . . .244
        21.9    Consistency with NPCC and NERC Standards . . . . . . . . .244
        21.10   Construction . . . . . . . . . . . . . . . . . . . . . . .244
        21.11   Amendment. . . . . . . . . . . . . . . . . . . . . . . . .245
        21.12   Termination. . . . . . . . . . . . . . . . . . . . . . . .247
        21.13   Notices to Participants. . . . . . . . . . . . . . . . . .247
        21.14   Severability and Renegotiation . . . . . . . . . . . . . .249
        21.15   No Third-Party Beneficiaries . . . . . . . . . . . . . . .249
        21.16   Counterparts . . . . . . . . . . . . . . . . . . . . . . .250

<PAGE>


                       RESTATED NEPOOL POWER POOL AGREEMENT

THIS AGREEMENT dated as of the first day of September, 1971, as amended, was
entered into by the signatories thereto for the establishment by them of a bulk
power pool to be known as NEPOOL and is restated by an amendment dated as of
December 1, 1996.

In consideration of the mutual agreements and undertakings herein, the
signatories hereby agree as follows:

                                    PART ONE
                                  INTRODUCTION
                                        
                                   SECTION 1
                                  DEFINITIONS

Whenever used in this Agreement, in either the singular or plural number, the
following terms shall have the following respective meanings (an asterisk (*)
indicates that the definition may be modified in certain cases pursuant to
Section 1.94):

1.1     Adjusted Annual Peak of a Participant for any twelve-month period is
        the maximum Adjusted Load of the Participant during any hour during the
        period.  If, during such period, there has been a transfer, in whole or
        part, of the responsibility (whether as a direct retail supplier or as
        an indirect wholesale supplier pursuant to a Firm Contract) for
        supplying the electric requirements of any retail customers from (or
        to) such Participant to (or from) another Participant, the Adjusted
        Annual Peak of each such Participant shall be reconstituted to reflect
        the effect of such transfer, but a Participant's Adjusted Annual Peak
        shall not be reconstituted to reflect the effect of any other
        transaction.

1.2     Adjusted Load * (not less than zero) of a Participant during any
        particular hour is the Participant's Load during such hour less any
        Kilowatts received (or Kilowatts which would have been received except
        for the application of Section 14.7(b)) by such Participant pursuant to
        a Firm Contract.

1.3     Adjusted Monthly Peak of a Participant for a month is its Monthly Peak,
        provided that, if there has been a transfer, in whole or part, of the
        wholesale responsibilities under this Agreement during such month
        pursuant to a Firm Contract, the Adjusted Monthly Peak of each such
        Participant shall be reconstituted to reflect the effect of such
        transaction, but the Adjusted Monthly Peak of a Participant shall not
        be reconstituted to reflect the effect of any other transaction.

1.4     Adjusted Net Interchange of a Participant for an hour is (a) the
        Kilowatts produced by or delivered to the Participant from its Energy
        Entitlements or pursuant to arrangements entered into under Section
        14.6, as adjusted in accordance with uniform market operation rules
        approved by the Regional Market Operations Committee to take account
        of losses, as appropriate, minus (b) the sum of (i) the Electrical Load
        of the Participant for the hour, and (ii) the kilowatthours delivered
        by such Participant to other Participants pursuant to Firm Contracts or
        System Contracts, in accordance with the treatment agreed to pursuant
        to Section 14.7(a), together with any associated electrical losses.

1.5     AGC Capability of an electric generating unit or combination of units
        is the maximum dependable ability of the unit or units to increase or
        decrease the level of output within a time frame specified by market
        operation rules approved by the Regional Market Operations Committee,
        in response to a remote direction from the System Operator in
        order to maintain currently proper power flows into and out of the
        NEPOOL Control Area and to control frequency.

1.6     AGC Entitlement is (a) the right to all or a portion of the AGC
        Capability of a generating unit or combination of units to which an
        Entity is entitled as an owner (either sole or in common) or as a
        purchaser, reduced by (b) any portion thereof which such Entity is
        selling pursuant to a Unit Contract, and (c) further reduced or
        increased, as appropriate, to recognize rights to receive or
        obligations to supply AGC pursuant to Firm Contracts or System
        Contracts in accordance with Section 14.7(a).  An AGC Entitlement in a
        generating unit or units may, but need not, be combined with any other
        Entitlements relating to such generating unit or units and may be
        transferred separately from the related Installed Capability
        Entitlement, Operable Capability Entitlement, Energy Entitlement, or
        Operating Reserve Entitlements.

1.7     Agreement is this restated contract and attachments, including the
        Tariff, as amended and restated from time to time.

1.8     Annual Peak of a Participant for any twelve-month period is the maximum
        Load of the Participant during any hour during the period.

1.9     Automatic Generation Control or AGC is a measure of the ability of a
        generating unit or portion thereof to respond automatically within a
        specified time to a remote direction from the System Operator to
        increase or decrease the level of output in order to control
        frequency and to maintain currently proper power flows into and out of
        the NEPOOL Control Area.

1.10    Bid Price is the amount which a Participant offers to accept, in a
        notice furnished to the System Operator by it or on its behalf in
        accordance with the market operation rules approved by the Regional
        Market Operations Committee, as compensation for (i) furnishing
        Installed Capability or Operable Capability to other Participants
        pursuant to this Agreement, or (ii) preparing the start up or starting
        up or increasing the level of operation of, and thereafter operating, a
        generating unit or units to provide Energy to other Participants
        pursuant to this Agreement, or (iii) having a unit or units available
        to provide Operating Reserve to other Participants pursuant to this
        Agreement, or (iv) having a unit or units available to provide AGC to
        other Participants pursuant to this Agreement, or (v) providing to
        other Participants Installed Capability, Operable Capability, Energy,
        Operating Reserve and/or AGC pursuant to a Firm Contract or System
        Contract in accordance with Section 14.7(a).

1.11    Commission is the Federal Energy Regulatory Commission or any
        regulatory agency succeeding to substantially all of the authority of
        the Federal Energy Regulatory Commission with respect to electric
        service.

1.12    Dispatch Price of a generating unit or group of units, or a Firm
        Contract or System Contract permitted to be bid to supply Energy in
        accordance with Section 14.7(b), is the price to provide Energy from
        the unit or units or Contracts, as determined pursuant to market
        operation rules approved by the Regional Market Operations Committee to
        incorporate the Bid Price for such Energy and any loss adjustments, if
        and as appropriate under such market operation rules.

1.13    EHV PTF are PTF transmission lines which are operated at 230 kV or
        above and related PTF facilities, including transformers which link
        other EHV PTF facilities, but do not include transformers which step
        down from 230 kV or a higher voltage to a voltage below 230 kV.

1.14    Electrical Load (in Kilowatts) of a Participant during any particular
        hour is the total during such hour (eliminating any distortion arising
        out of (i) Interchange Transactions, or (ii) transactions across the
        system of such Participant, or (iii) other electrical losses,
        if and as appropriate), of

               (a)     kilowatthours delivered by such Participant to its
                       retail customers for consumption, plus

               (b)     kilowatthours of use by such Participant on its system,
                       plus

               (c)     kilowatthours of electrical losses and unaccounted for
                       use by the Participant on its system, plus

               (d)     kilowatthours used by such Participant for pumping
                       Energy for its Entitlements in pumped storage
                       hydroelectric generating facilities, plus

               (e)     kilowatthours delivered by such Participant to Non-
                       Participants.

        The Electrical Load of a Participant may be calculated in any
        reasonable manner which substantially complies with this definition.

1.15    Energy is power produced in the form of electricity, measured in
        kilowatthours or megawatthours.

1.16    Energy Entitlement is (i) a right to receive Energy under a System
        Contract or a Firm Contract in accordance with Section 14.7(a), or (ii)
        a right to receive all or a portion of the electric output of a
        generating unit or units to which an Entity is entitled as an
        owner (either sole or in common) or as a purchaser pursuant to a Unit
        Contract, reduced by (iii) any portion thereof which such Entity is
        selling pursuant to a Unit Contract.  An Energy Entitlement in a
        generating unit or units may, but need not, be combined with any other
        Entitlements relating to such generating unit or units and may
        be transferred separately from the related Installed Capability
        Entitlement, Operable Capability Entitlement, Operating Reserve
        Entitlements, or AGC Entitlement.

1.17    Entitlement is an Installed Capability Entitlement, Operable Capability
        Entitlement, Energy Entitlement, Operating Reserve Entitlement, or AGC
        Entitlement.  When used in the plural form, it may be any or all such
        Entitlements or combinations thereof, as the context requires.

1.18    Entity is any person or organization engaged in the electric power
        business (the generation and/or transmission and/or distribution of
        electricity for consumption by the public or the purchase, as principal
        or broker, of Installed Capability, Operable Capability, Energy,
        Operating Reserve, and/or AGC for resale at wholesale or retail),
        whether the United States of America or Canada or a state or province
        or a political subdivision thereof or a duly established agency of any
        of them, a private corporation, a partnership, an individual, an
        electric cooperative or any other person or organization recognized in
        law as capable of owning property and contracting with respect thereto.
        No person or organization shall be deemed to be an Entity if the
        generation, transmission, or distribution of electricity by such person
        or organization is primarily conducted to provide electricity for
        consumption by such person or organization or a Related Person.

1.19    Executive Committee is the committee established pursuant to Section 7.

1.20    Firm Contract is any wholesale contract, other than a Unit Contract,
        for the purchase of Installed Capability, Operable Capability, Energy,
        Operating Reserves, and/or AGC for resale, pursuant to which the
        purchaser's right to receive such Installed Capability, Operable
        Capability, Energy, Operating Reserves, and/or AGC is subject only to
        the supplier's inability to make deliveries thereunder as the result of
        events beyond the supplier's reasonable control.

1.21    First Effective Date is March 1, 1997 or such other date as the
        Commission may fix as the date on which the provisions of Parts One,
        Two, Four and Five of this Agreement and the Tariff will become
        effective.

1.22    Good Utility Practice shall mean any of the practices, methods, and
        acts engaged in or approved by a significant portion of the electric
        utility industry during the relevant time period, or any of the
        practices, methods, and acts which, in the exercise of reasonable
        judgement in light of the facts known at the time the decision was
        made, could have been expected to accomplish the desired result at a
        reasonable cost consistent with good business practices, reliability,
        safety and expedition.  Good Utility Practice is not limited to a
        single, optimum practice, method or act to the exclusion of others, but
        rather is intended to include acceptable practices, methods, or acts
        generally accepted in the region.

1.23    HQ Contracts are the HQ Interconnection Agreement, the HQ Phase I
        Energy Contract, and the HQ Phase II Firm Energy Contract.

1.24    HQ Energy Banking Agreement is the Energy Banking Agreement entered
        into on March 21, 1983 by Hydro-Quebec, the Participants, New England
        Electric Transmission Corporation and Vermont Electric Transmission
        Company, Inc., as it may be amended from time to time.

1.25    HQ Interconnection is the United States segment of the transmission
        interconnection which connects the systems of Hydro-Quebec and the
        Participants.  "Phase I" is the United States portion of the 450 kV
        HVDC transmission line from a terminal at the Des Cantons Substation on
        the Hydro-Quebec system near Sherbrooke, Quebec to a terminal having an
        approximate rating of 690 MW at a substation at the Comerford
        Generating Station on the Connecticut River.  "Phase II" is the United
        States portion of the facilities required to increase to approximately
        2000 MW the transfer capacity of the HQ Interconnection including an
        extension of the HVDC transmission line from the terminus of Phase I at
        the Comerford Station through New Hampshire to a terminal at
        the Sandy Pond Substation in Massachusetts.  The HQ Interconnection
        does not include any PTF facilities installed or modified to effect
        reinforcements of the New England AC transmission system required in
        connection with the HVDC transmission line and terminals.

1.26    HQ Interconnection Agreement is the Interconnection Agreement entered
        into on March 21, 1983 by Hydro-Quebec and the Participants, as it may
        be amended from time to time.

1.27    HQ Interconnection Capability Credit of a Participant for a month
        during the Base Term (as defined in Section 1.33) of the HQ Phase II
        Firm Energy Contract is the sum in Kilowatts of (1)(a) the
        Participant's percentage share, if any, of the HQ Phase I Transfer
        Capability times (b) the HQ Phase I Transfer Credit, plus (2)(a) the
        Participant's percentage share, if any, of the Phase II Transfer
        Capability, times (b) the HQ Phase II Transfer Credit. The Management
        Committee shall establish appropriate HQ Interconnection Capability
        Credits to apply for a Participant which has such a percentage share
        (i) during an extension of the HQ Phase II Firm Energy Contract, and
        (ii) following the expiration of the HQ Phase II Firm Energy Contract.

1.28    HQ Interconnection Transfer Capability is the transfer capacity of the
        HQ Interconnection under normal operating conditions, as determined in
        accordance with Good Utility Practice.  The "HQ Phase I Transfer
        Capability" is the transfer capacity under normal operating conditions,
        as determined in accordance with Good Utility Practice, of the Phase I
        terminal facilities as determined initially as of the time immediately
        prior to Phase II of the Interconnection was first being placed in
        service, and as adjusted thereafter only to take into account changes
        in the transfer capacity which are independent of any effect of Phase
        II on the operation of Phase I.  The "HQ Phase II Transfer Capability"
        is the difference between the HQ Interconnection Transfer Capability
        and the HQ Phase I Transfer Capability.  Determinations of, and
        any adjustment in, transfer capacity shall be made by the Regional
        Market Operations Committee in accordance with a schedule consistent
        with that followed by it in its determination of the Winter Capability
        and Summer Capability of generating units.

1.29    HQ Net Interconnection Capability Credit of a Participant at a
        particular time is its HQ Interconnection Capability Credit at the time
        in Kilowatts, minus a number of Kilowatts equal to (1) the percentage
        of its share of the HQ Interconnection Transfer Capability committed or
        used by it for an "Entitlement Transaction" at the time under the HQ
        Use Agreement, times (2) its HQ Interconnection Capability Credit for
        the current month.

1.30    HQ Phase I Energy Contract is the Energy Contract entered into on March
        21, 1983 by Hydro-Quebec and the Participants, as it may be amended
        from time to time.

1.31    HQ Phase I Percentage is the percentage of the total HQ Interconnection
        Transfer Capability represented by the HQ Phase I Transfer Capability.

1.32    HQ Phase I Transfer Credit is 60/69 of the HQ Phase I Transfer
        Capability, or such other fraction of the HQ Phase I Transfer
        Capability as the Management Committee may establish.

1.33    HQ Phase II Firm Energy Contract is the Firm Energy Contract dated as
        of October 14, 1985 between Hydro-Quebec and certain of the
        Participants, as it may be amended from time to time.  The "Base Term"
        of the HQ Phase II Firm Energy Contract is the period commencing on the
        date deliveries were first made under the Contract and ending on August
        31, 2000.

1.34    HQ Phase II Gross Transfer Responsibility of a Participant for any
        month during the Base Term of the HQ Phase II Firm Energy Contract (as
        defined in Section 1.33) is the number in Kilowatts of (a) the
        Participant's percentage share, if any, of the HQ Phase II Transfer
        Capability for the month times (b) the HQ Phase II Transfer Credit.
        Following the Base Term of the HQ Phase II Firm Energy Contract, and
        again following the expiration of the HQ Phase II Firm Energy Contract,
        the Management Committee shall establish an appropriate HQ Phase II
        Gross Transfer Responsibility that shall remain in effect concurrently
        with the HQ Interconnection Capability Credit.

1.35    HQ Phase II Net Transfer Responsibility of a Participant for any month
        is its HQ Phase II Gross Transfer Responsibility for the month minus a
        number of Kilowatts equal to (1) the highest percentage of its share of
        the HQ Interconnection Transfer Capability committed or used by it on
        any day of the month for an "Entitlement Transaction" under the HQ Use
        Agreement, times (2) its HQ Phase II Gross Transfer Responsibility
        for the month.

1.36    HQ Phase II Percentage is the percentage of the total HQ
        Interconnection Transfer Capability represented by the HQ Phase II
        Transfer Capability.

1.37    HQ Phase II Transfer Credit is 90/131 of the HQ PhaseII Transfer
        Capability, or such other fraction of the HQ Phase II Transfer
        Capability as the Management Committee may establish.

1.38    HQ Use Agreement is the Agreement with Respect to Use of Quebec
        Interconnection dated as of December 1, 1981 among certain of the
        Participants, as amended and restated as of September 1, 1985 and as it
        may be further amended from time to time.

1.39    Installed Capability of an electric generating unit or combination of
        units during the Winter Period is the Winter Capability of such unit or
        units and during the Summer Period is the Summer Capability of such
        unit or units.

1.40    Installed Capability Entitlement is (a) the right to all or a portion
        of the Installed Capability of a generating unit or units to which an
        Entity is entitled as an owner (either sole or in common) or as a
        purchaser pursuant to a Unit Contract, (b) reduced by any portion
        thereof which such Entity is selling pursuant to a Unit Contract, and
        (c) further reduced or increased, as appropriate, to recognize rights
        to receive or obligations to supply Installed Capability pursuant to
        System Contracts in accordance with Section 14.7(a).  An Installed
        Capability Entitlement relating to a unit or units may, but need not,
        be combined with any other Entitlements relating to such generating
        unit or units and may be transferred separately from the related
        Operable Capability Entitlement, Energy Entitlement, Operating Reserve
        Entitlements, or AGC Entitlement.

1.41    Installed Capability Responsibility * of a Participant for any month is
        the number of Kilowatts determined in accordance with Section 12.2.

1.42    Installed System Capability of a Participant at a particular time is
        (1) the sum of such Participant's Installed Capability Entitlements
        plus (2) its HQ Net Interconnection Capability Credit at the time.

1.43    Interchange Transactions are transactions deemed to be effected under
        Section 12 of the Prior NEPOOL Agreement prior to the Second Effective
        Date, and transactions deemed to be effected under Section 14 of this
        Agreement on and after the Second Effective Date.

1.44    ISO is the Independent System Operator which is expected to assume
        responsibility for the continued operation of the NEPOOL Control Area
        from the NEPOOL control center and the administration of the Tariff,
        subject to regulation by the Commission.

1.45    Kilowatt is a kilowatthour per hour.

1.46    Load * (in Kilowatts) of a Participant during any particular hour is
        the total during such hour (eliminating any distortion arising out of
        (i) Interchange Transactions, or (ii) transactions across the system of
        such Participant, or (iii) deliveries between Entities constituting a
        single Participant, or (iv) other electrical losses, if and as
        appropriate) of

               (a)     kilowatthours delivered by such Participant to its
                       retail customers for consumption (excluding any
                       kilowatthours which may be classified as interruptible
                       under market operation rules approved by the Regional
                       Market Operations Committee), plus

               (b)     kilowatthours delivered by such Participant pursuant to
                       Firm Contracts to its wholesale customers for resale,
                       plus

               (c)     kilowatthours of use by such Participant on its system,
                       exclusive of station use, plus

               (d)     kilowatthours of electrical losses and unaccounted for
                       use by the Participant on its system.

        The Load of a Participant may be calculated in any reasonable manner
        which substantially complies with this definition.

        For the purposes of calculating a Participant's Annual Peak, Adjusted
        Monthly Peak, Adjusted Annual Peak and Monthly Peak, the Load of a
        Participant shall be adjusted to eliminate any distortions resulting
        from voltage reductions.  In addition, upon the request of any
        Participant, the Regional Market Operations Committee shall make, or
        supervise the making of, appropriate adjustments in the computation of
        Load for the purposes of calculating any Participant's Annual Peak,
        Adjusted Monthly Peak, Adjusted Annual Peak and Monthly Peak to
        eliminate any distortions resulting from emergency load curtailments
        which would significantly affect the Load of any Participant.

1.47    Lower Voltage PTF are all PTF facilities other than EHV PTF.

1.48    Management Committee is the committee established pursuant to Section
        6.

1.49    Market Reliability Planning Committee is the committee established
        pursuant to Section8.

1.50    Monthly Peak of a Participant for a month is the maximum Adjusted Load
        of the Participant during any hour in the month.

1.51    NEPOOL is the New England Power Pool, the power pool created under and
        governed by this Agreement, and the Entities collectively participating
        in the New England Power Pool as Participants.

1.52    NEPOOL Installed Capability Responsibility for any month is the sum of
        the Installed Capability Responsibilities of all Participants during
        that month.

1.53    NEPOOL Control Area is the integrated electric power system to which a
        common Automatic Generation Control scheme and various operating
        procedures are applied by or under the supervision of the System
        Operator in order to:

               (i)     match, at all times, the power output of the generators
                       within the electric power system and capacity and Energy
                       purchased from entities outside the electric power
                       system, with the load within the electric power
                       system;

               (ii)    maintain scheduled interchange with other interconnected
                       systems, within the limits of Good Utility Practice;

               (iii)   maintain the frequency of the electric power system
                       within reasonable limits in accordance with Good Utility
                       Practice and the criteria of the Northeast Power
                       Coordinating Council and the North American Electric
                       Reliability Council; and

               (iv)    provide sufficient generating capacity to maintain
                       operating reserves in accordance with Good Utility
                       Practice.

1.54    NEPOOL Installed Capability at any particular time is the sum of the
        Installed System Capabilities of all Participants at such time.

1.55    NEPOOL Objective Capability for any year or period during a year is the
        minimum NEPOOL Installed Capability, treating the reliability benefits
        of the HQ Interconnection as Installed Capability, as established by
        the Management Committee, required to be provided by the Participants
        in aggregate for the period to meet the reliability standards
        established by the Management Committee pursuant to Section 6.12.

1.56    New Unit is an electric generating unit (including a unit or units
        owned by a Non-Participant in which a Participant has an Entitlement
        under a Unit Contract) first placed into commercial operation after May
        1, 1987 (or, in the case of a unit or units owned by a Non-Participant,
        in which a Participant's Unit Contract Entitlement became effective
        after May 1, 1987) and not listed on Exhibit B to the Prior NEPOOL
        Agreement.

1.57    Non-Participant is any entity which is not a Participant.

1.58    Operable Capability of an electric generating unit or units in any hour
        is the portion of the Installed Capability of the unit or units which
        is operating or available to respond within an appropriate period (as
        identified in market operation rules approved by the Regional Market
        Operations Committee) to the System Operator's call to meet the
        Energy and/or Operating Reserve and/or AGC requirements of the NEPOOL
        Control Area during a Scheduled Dispatch Period or which may be
        scheduled directly by individual Participants for the hour in
        accordance with market operation rules approved by the Regional Market
        Operations Committee.

1.59    Operable Capability Entitlement is (a) the right to all or a portion of
        the Operable Capability of a generating unit or units to which an
        Entity is entitled as an owner (either sole or in common) or as a
        purchaser pursuant to a Unit Contract, (b) reduced by any portion
        thereof which such Entity is selling pursuant to a Unit Contract, and
        (c) further reduced or increased, as appropriate, to recognize rights
        to receive or obligations to supply Operable Capability pursuant to
        Firm Contracts or System Contracts in accordance with Section 14.7(a).
        An Operable Capability Entitlement relating to a unit or units may, but
        need not, be combined with any other Entitlements relating to such
        generating unit or units, and may be transferred separately from the
        related Installed Capability Entitlement, Energy Entitlement, Operating
        Reserve Entitlements, or AGC Entitlement.

1.60    Operable Capability Requirement of a Participant for any hour is the
        number of Kilowatts determined in accordance with Section 12.3.

1.61    Operable System Capability of a Participant in any hour is the sum of
        such Participant's Operable Capability Entitlements.

1.62    Operating Reserve is any or a combination of 10-Minute Spinning
        Reserve, 10-Minute Non-Spinning Reserve, and 30-Minute Operating
        Reserve, as the context requires.

1.63    Operating Reserve Entitlement is (a) the right to all or a portion of
        the Operating Reserve of any category which can be provided by a
        generating unit or units to which an Entity is entitled as an owner
        (either sole or in common) or as a purchaser pursuant to a Unit
        Contract, (b) reduced by any portion thereof which such Entity is
        selling pursuant to a Unit Contract, and (c) further reduced or
        increased, as appropriate, to recognize rights to receive or
        obligations to supply Operating Reserve of that category pursuant to
        Firm Contracts or System Contracts in accordance with Section 14.7(a).
        An Operating Reserve Entitlement in any category relating to a
        generating unit or units may, but need not, be combined with any other
        Entitlements relating to such generating unit or units and may be
        transferred separately from the other categories of Operating
        Reserve Entitlements related to such unit or units and from the related
        Installed Capability Entitlement, Operable Capability Entitlement,
        Energy Entitlement, or AGC Entitlement.

1.64    Other HQ Energy is Energy purchased under the HQ Phase I Energy
        Contract which is classified as "Other Energy" under that contract.

1.65    Outside Transaction Adjustment of a Participant for any month is the
        number of Kilowatts determined in accordance with Section 12.2(a)(3).

1.66    Participant is an eligible Entity (or group of Entities which has
        elected to be treated as a single Participant pursuant to Section 4.1)
        which is a signatory to this Agreement and has become a Participant in
        accordance with Section 3.1 until such time as such Entity's status as
        a Participant terminates pursuant to Section 21.2.

1.67    Pool-Planned Facility is a generation or transmission facility
        designated as "pool-planned" pursuant to Section 18.1.

1.68    Pool-Planned Unit is one of the following units: New Haven Harbor Unit
        1 (Coke Works), Mystic Unit 7, Canal Unit 2, Potter Unit 2, Wyman Unit
        4, Stony Brook Units 1, 1A, 1B, 1C, 2A and 2B, Millstone Unit 3,
        Seabrook Unit 1 and Waters River Unit 2 (to the extent of 7 megawatts
        of its Summer Capability and 12 megawatts of its Winter Capability).

1.69    Power Year is the period of twelve months commencing on November 1.

1.70    Prior NEPOOL Agreement is the NEPOOL Agreement as in effect on December
        1, 1996.

1.71    Proxy Unit is a hypothetical electric generating unit which possesses a
        Winter Capability, equivalent forced outage rate, annual maintenance
        outage requirement, and seasonal derating determined in accordance with
        Section 12.2.

1.72    PTF are the pool transmission facilities defined in Section 15.1, and
        any other new transmission facilities which the Regional Transmission
        Planning Committee determines, in accordance with criteria approved by
        the Management Committee and subject to review by the System Operator,
        should be included in PTF.

1.73    Regional Market Operations Committee is the committee established
        pursuant to Section 10.

1.74    Regional Transmission Operations Committee is the committee established
        pursuant to Section 11.

1.75    Regional Transmission Planning Committee is the committee established
        pursuant to Section 9.

1.76    Related Person of a Participant is either (i) a corporation,
        partnership, business trust or other business organization more than
        50% of the stock or equity interest in which is owned directly or
        indirectly by, or is under common control with, the Participant, or
        (ii) a corporation, partnership, business trust or other business
        organization which owns directly or indirectly more than 50% of the
        stock or other equity interest in the Participant, or (iii) a
        corporation, partnership, business trust or other business organization
        more than 50% of the stock or other equity interest in which is owned,
        directly or indirectly by a corporation, partnership, business trust or
        other business organization which also owns more than 50% of the stock
        or other equity interest in the Participant.

1.77    Scheduled Dispatch Period is the shortest period for which the System
        Operator performs and publishes a projected dispatch schedule based on
        projected Electrical Loads and actual Bid Prices and Participant-
        directed schedules for resources submitted in accordance with Section
        14.2(d).

1.78    Second Effective Date is the date on which Part Three of the Agreement
        shall become effective and shall be July 1, 1997 or such later date on
        or before January 1, 1998 as the Management Committee may fix, or such
        other date as the Commission may fix on its own or pursuant to a
        request of the Management Committee.

1.79    Summer Capability of an electric generating unit or combination of
        units is the maximum dependable load carrying ability in Kilowatts of
        such unit or units (exclusive of capacity required for station use)
        during the Summer Period, as determined by the Regional Market
        Operations Committee in accordance with Section 10.13(f).

1.80    Summer Period in each Power Year is the four-month period from June
        through September.

1.81    System Contract is any wholesale contract for the purchase for resale
        of Installed Capability, Operable Capability, Energy, Operating
        Reserves and/or AGC, other than a Unit Contract or Firm Contract,
        pursuant to which the purchaser is entitled to a specifically
        determined or determinable amount of such Installed Capability,
        Operable Capability, Energy, Operating Reserve and/or AGC.

1.82    System Operator is the central dispatching agency provided for in this
        Agreement which has responsibility for the operation of the NEPOOL
        Control Area from the control center and the administration of the
        Tariff.  The System Operator shall be the ISO after it has been
        activated and is prepared to assume responsibility for the operation of
        the NEPOOL Control Area and control center.

1.83    Target Availability Rate is the assumed availability of a type of
        generating unit utilized by the Management Committee in its
        determination pursuant to Section 6.14(e) of NEPOOL Objective
        Capability.

1.84    Tariff is the NEPOOL Open Access Transmission Tariff set out in
        Attachment B to the Agreement, as modified and amended from time to
        time.

1.85    Third Effective Date is the date on which all Interchange Transactions
        shall begin to be effected on the basis of separate Bid Prices for each
        type of Entitlement.  The Third Effective Date shall be fixed at the
        discretion of the Management Committee to occur within six months to
        one year after the Second Effective Date, or at such later date as the
        Commission may fix on its own or pursuant to a request by the
        Management Committee.

1.86    Unit Contract is a wholesale purchase contract pursuant to which the
        purchaser is in effect currently entitled either (i) to a specifically
        determined or determinable portion of the Installed Capability of a
        specific electric generating unit or units, or (ii) to a specifically
        determined or determinable amount of Operable Capability, Energy,
        Operating Reserve and/or AGC if, or to the extent that, a specific
        electric generating unit or units is or can be operated.

1.87    Voting Share has the meaning specified in Section 6.3.

1.88    Winter Capability of an electric generating unit or combination of
        units is the maximum dependable load carrying ability in Kilowatts of
        such unit or units (exclusive of capacity required for station use)
        during the Winter Period, as determined by the Regional Market
        Operations Committee in accordance with Section 10.13(f).

1.89    Winter Period in each Power Year is the seven-month period from
        November through May and the month of October.

1.90    10-Minute Spinning Reserve in an hour are the following resources that
        are designated by the System Operator in accordance with market
        operation rules, as approved by the Regional Market Operations
        Committee, to be available to provide contingency protection for the
        system: (1) the Kilowatts of Operable Capability of an electric
        generating unit or units that are synchronized to the system, unloaded
        during all or part of the hour, and capable of providing contingency
        protection by loading to supply Energy immediately on demand,
        increasing the Energy output over no more than ten minutes to the full
        amount of generating capacity so designated, and sustaining such
        Energy output for so long as the System Operator determines in
        accordance with market operation rules is necessary to satisfy the
        immediate contingency; and (2) any  portion of the Electrical Load of a
        Participant, including Energy supplied to pumped storage hydroelectric
        generating facilities operating in the pumping mode, that the
        System Operator is able to verify as capable of providing contingency
        protection by immediately on demand reducing Energy requirements within
        ten minutes and maintaining such reduced Energy requirements for so
        long as the System Operator determines in accordance with market
        operation rules is necessary to satisfy the immediate contingency.

1.91    10-Minute Non-Spinning Reserve in an hour are the following resources
        that are designated by the System Operator in accordance with market
        operation rules, as approved by the Regional Market Operations
        Committee, to be available to provide contingency protection for the
        system: (1) the Kilowatts of Operable Capability of an electric
        generating unit or units that are not synchronized to the system,
        during all or part of the hour, and capable of providing contingency
        protection by loading to supply Energy within ten minutes to the full
        amount of generating capacity so designated, and sustaining such Energy
        output for so long as the System Operator determines in accordance with
        market operation rules is necessary to satisfy the immediate
        contingency; (2) any portion of a Participant's Electrical Load that
        the System Operator is able to verify as capable of providing
        contingency protection by reducing Energy requirements within ten
        minutes and maintaining such reduced Energy requirements for
        so long as the System Operator determines in accordance with market
        operations rules is necessary to satisfy the immediate contingency; and
        (3) any other resources and requirements that were able to be
        designated for the hour as 10-Minute Spinning Reserve but were not
        designated by the System Operator for such purpose in the hour.

1.92    30-Minute Operating Reserve in an hour are the following resources that
        are designated by the System Operator in accordance with market
        operation rules, as approved by the Regional Market Operations
        Committee, to be available to provide contingency protection for the
        system:  (1) the Kilowatts of Operable Capability of an electric
        generating unit or units that are capable of providing contingency
        protection by loading to supply Energy within thirty minutes of demand
        at an output equal to its full amount of generating capacity so
        designated; (2) any portion of the Electrical Load of a Participant,
        including Energy supplied to pumped storage hydroelectric generating
        facilities operating in the pumping mode, that the System Operator is
        able to verify as capable of providing contingency protection by
        reducing Energy requirements within thirty minutes and maintaining such
        reduced Energy requirements for so long as the System Operator
        determines in accordance with market operation rules is necessary to
        satisfy the immediate contingency; (3) any other resources and
        requirements that were able to be designated for the hour as 10-Minute
        Spinning Reserve or 10-Minute Non-Spinning Reserve but were not
        designated by the System Operator for such purposes.

1.93    33rd Amendment is the Thirty-Third Agreement Amending New England Power
        Pool Agreement dated as of December 1, 1996.

1.94    Modification of Certain Definitions When a Participant Purchases a
        Portion of Its Requirements from Another Participant Pursuant to Firm
        Contract


               Definitions marked by an asterisk (*) are modified as follows
               when a Participant purchases a portion of its requirements of
               electricity for resale from another Participant pursuant to a
               Firm Contract:

               (a)     If the Firm Contract limits deliveries to a specifically
                       stated number of Kilowatts and requires payment of a
                       demand charge thereon (thus placing the responsibility
                       for meeting additional demands on the purchasing
                       Participant):

                       (1)    in computing the Adjusted Load of the purchasing
                              Participant, the Kilowatts received pursuant to
                              such Firm Contract shall be deemed to be the
                              number of Kilowatts specified in the Firm
                              Contract; and

                       (2)    in computing the Load of the supplying
                              Participant, the Kilowatts delivered pursuant to
                              such Firm Contract shall be deemed to be
                              the number of Kilowatts specified in the Firm
                              Contract.

               (b)     If the Firm Contract does not limit deliveries to a
                       specifically stated number of Kilowatts, but entitles
                       the purchasing Participant to receive such amounts of
                       electricity as it may require to supply the electric
                       needs of its customers (thus placing the responsibility
                       for meeting additional demands on the supplying
                       Participant):

                       (1)    the Installed Capability Responsibility of the
                              purchasing Participant shall be equal to the
                              amount of its Installed Capability Entitlements;

                       (2)    in computing the Adjusted Load of the purchasing
                              Participant, the Kilowatts received pursuant to
                              such Firm Contract shall be deemed to be a
                              quantity R{l}; and

                       (3)    in computing the Load of the supplying
                              Participant, the Kilowatts delivered pursuant to
                              such Firm Contract shall be deemed to be a
                              quantity R{l}.

                       The quantity R{l} equals (i) the Load of the purchasing
                       Participant less (ii) the amount of the purchasing
                       Participant's Installed Capability Entitlements
                       multiplied by a fraction      wherein:

                              X       is the maximum Load of the purchasing
                                      Participant in the month, and

                              Y       is the NEPOOL Installed Capability
                                      Responsibility multiplied by the
                                      purchasing Participant's fraction P
                                      determined pursuant to Section 12.2(a),
                                      computed as if the Firm Contract did not
                                      exist.

        Terms used in this Agreement which are not defined above but which are
        defined in the Tariff shall have the meanings specified in the Tariff.
        Terms used in this Agreement that are not defined above, or in the
        Tariff, or in the sections in which such terms are used, shall have the
        meanings customarily attributed to such terms in the electric power
        industry in New England.

                                             SECTION 2
                                     PURPOSE; EFFECTIVE DATES

2.1     Purpose.  This Restated NEPOOL Agreement is intended to provide for a
        restructuring of the New England Power Pool by modifying the pool's
        governance and market provisions to take account of a changed
        competitive environment, by modifying the transmission responsibilities
        of the Participants so that the pool will perform the functions of a
        regional transmission group and provide service to Participants and
        Non-Participants under a regional open access transmission tariff, and
        by providing for the activation of the ISO and the execution of a
        contract between the ISO and NEPOOL to define the ISO's
        responsibilities.

2.2     Effective Dates; Transitional Provisions.  The provisions of Parts One,
        Two, Four and Five of this Agreement and the Tariff shall become
        effective on the First Effective Date, and shall replace on the First
        Effective Date the provisions of Sections 1-8, inclusive, 10, 11, 13,
        14.2, 14.3, 14.4 and 16 of the Prior NEPOOL Agreement.

        The effectiveness of the remaining Sections of this Restated NEPOOL
        Agreement shall be delayed pending the preparation of implementing
        criteria, rules and standards and computer programs.  These Sections
        shall become effective on the Second Effective Date and shall replace
        on the Second Effective Date the remaining provisions of the
        Prior NEPOOL Agreement, which shall continue in effect until the Second
        Effective Date.

        As provided in Section 14, certain portions of Section 14 which will
        become effective on the Second Effective Date will be superseded on the
        Third Effective Date by other portions of Section 14.

        The activation of the ISO is expected to occur after the First
        Effective Date.  Until that time, the NEPOOL committees shall continue
        to be responsible for the supervision of the NEPOOL staff.

                                             SECTION 3
                                            MEMBERSHIP

3.1     Membership.  Those Entities which are Participants in NEPOOL on the
        First Effective Date shall continue to be Participants.

        Any other Entity which is engaged, or proposes to engage, in the
        wholesale or retail electric power business in New England may, upon
        compliance with such reasonable conditions as the Management Committee
        may prescribe, become a Participant by depositing a counterpart of this
        Agreement as theretofore amended, duly executed by it, with the
        Secretary of the Management Committee, accompanied by a certified copy
        of a vote of its board of directors, or such other body or bodies as
        may be appropriate, duly authorizing its execution and performance of
        this Agreement, and a check in payment of the application fee described
        below.

        Any such Entity which satisfies the requirements of this Section 3.1
        shall become a Participant, and this Agreement shall become fully
        binding and effective in accordance with its terms as to such Entity,
        as of the first day of the second calendar month following its
        satisfaction of such requirements; provided that an earlier or later
        effective time may be fixed by the Management Committee with the
        concurrence of such Entity or by the Commission.

        The application fee to be paid by each Entity seeking to become a
        Participant shall be in addition to the annual fee provided by Section
        19.1 and shall be $500 or such other amount as may be fixed by the
        Management Committee.

3.2     Operations Outside the Control Area.  Subject to the reciprocity
        requirements of the Tariff, if a Participant serves a Load, or has
        Entitlements in supply or demand-side resource facilities or owns
        transmission and/or distribution facilities, located outside of
        the NEPOOL Control Area, such Load and facilities shall not be included
        for purposes of determining the Participant's rights, responsibilities
        and obligations under this Agreement, except that the Participant's
        Entitlements in supply or demand-side resource facilities outside the
        NEPOOL Control Area shall be included in such determinations if, to the
        extent, and while such Entitlements are used for retail or wholesale
        sales within the NEPOOL Control Area or are designated by a Participant
        for purposes of meeting its obligations under Section 12 of this
        Agreement.

3.3     Lack of Place of Business in New England.  If and for so long as a
        Participant does not have a place of business located in one of the New
        England states, the Participant shall be deemed to irrevocably (1)
        submit to the jurisdiction of any Connecticut state court or
        United States Federal Court sitting in Connecticut (the state whose
        laws govern this Agreement) over any action or proceeding arising out
        of or relating to this Agreement that is not subject to the exclusive
        jurisdiction of the Commission, (2) agree that all claims with respect
        to such action or proceeding may be heard and determined in such
        Connecticut state court or Federal court, (3) waive any objection to
        venue or any action or proceeding in Connecticut on the basis of forum
        non conveniens, and (4) agree that service of process may be made on
        the Participant outside Connecticut by certified mail, postage prepaid,
        mailed to the Participant at the address of its member on the
        Management Committee as set out in the NEPOOL roster or at the address
        of its principal place of business.

3.4     Obligation for Deferred Expenses.  NEPOOL may provide for the deferral
        on the books of the Participants from time to time of capital or other
        expenditures, and the recovery of the deferred expenses in subsequent
        periods.  Any Entity which becomes a Participant during the recovery
        period for any such deferred expenses shall be obligated, together with
        the continuing Participants, for its share of the current and
        deferred expenses pursuant to Section 19.2.

3.5     Financial Security. For an Entity applying to become a Participant or
        any continuing Participant that the Management Committee reasonably
        determines may fail to meet its financial obligations under the
        Agreement, the Management Committee may require reasonable credit
        review procedures which shall be made in accordance with standard
        commercial practices.  In addition, the Management Committee may
        prescribe for such Entity or Participant a requirement that the Entity
        or Participant provide and maintain in effect an unconditional and
        irrevocable letter of credit as security to meet its responsibilities
        and obligations under the Agreement, or an alternative form of security
        proposed by the Entity or Participant and acceptable to the Management
        Committee and consistent with commercial practices established by the
        Uniform Commercial Code that protects the Participants against the risk
        of non-payment.

                                             SECTION 4
                                      STATUS OF PARTICIPANTS

4.1     Treatment of Certain Entities as Single Participant.  All Entities
        which are controlled by a single person (such as a corporation or a
        business trust) which owns at least seventy-five percent of the voting
        shares of each of them shall be collectively treated as a single
        Participant for purposes of this Agreement, if they each elect such
        treatment.  They are encouraged to do so.  Such an election shall be
        made in writing and shall continue in effect until revoked in writing.

        In view of the long-standing arrangements in Vermont, Vermont Electric
        Power Company, Inc. and any other Vermont electric utilities which
        elect in writing to be grouped with it shall be collectively treated as
        a single Participant for purposes of this Agreement.

4.2     Participants to Retain Separate Identities.  The signatories to this
        Agreement shall not become partners by reason of this Agreement or
        their activities hereunder, but as to each other and to third persons,
        they shall be and remain independent contractors in all matters
        relating to this Agreement.  This Agreement shall not be construed to
        create any liability on the part of any signatory to anyone not a party
        to this Agreement.  Each signatory shall retain its separate identity
        and, to the extent not limited hereby, its individual freedom in
        rendering service to its customers.

                                             SECTION 5
                         NEPOOL OBJECTIVES AND COOPERATION BY PARTICIPANTS

5.1     NEPOOL Objectives.  The objectives of NEPOOL are, through joint
        planning, central dispatching, cooperation in environmental matters and
        coordinated construction, central dispatch by the System Operator of
        the operation and coordinated maintenance of electric supply and
        demand-side resources and transmission facilities, the provision of
        an open access regional transmission tariff and the provision of a
        means for effective coordination with other power pools and utilities
        situated in the United States and Canada,

               (a)     to assure that the bulk power supply of the NEPOOL
                       Control Area conforms to proper standards of
                       reliability;

               (b)     to create and maintain open, non-discriminatory,
                       competitive, unbundled markets for Energy, capacity, and
                       ancillary services that function efficiently in a
                       changing electric power industry and have access to
                       regional transmission at rates that do not vary with
                       distance;

               (c)     to attain maximum practicable economy, consistent with
                       proper standards of reliability and the maintenance of
                       competitive markets, in such bulk power supply; and

               (d)     to provide access to competitive markets within the
                       NEPOOL Control Area and to neighboring regions;

        and to provide for equitable sharing of the resulting responsibilities,
        benefits and costs.

5.2     Cooperation by Participants.  In order to attain the objectives of
        NEPOOL set forth in Section 5.1, each Participant shall observe the
        provisions of this Agreement in good faith, shall cooperate with all
        other Participants and shall not either alone or in conjunction with
        one or more other Entities take advantage of the provisions of this
        Agreement so as to harm another Participant or to prejudice the
        position of any Participant in the electric power business.

        Until the Second Effective Date, in order to assure the equitable
        sharing among the Participants of the benefits contemplated by this
        Agreement, no Participant shall participate, except pursuant to this
        Agreement, in any transaction with one or more other Participants or
        other Entities if such transaction involves an economy interchange
        arrangement.  The foregoing restriction shall not, however, apply to an
        economy interchange or other similar arrangement between or among a
        Participant and one or more Entities which are not Participants if, and
        to the extent that, such arrangement is consistent with attainment of
        the objectives stated in Section 5.1 and with the Participant's
        obligations under this Agreement.

        Until the effective date of the Tariff, in order further to assure the
        equitable sharing among the Participants of the benefits and costs
        contemplated by this Agreement, no transfer by a Participant to its
        Related Person of an Entitlement in any generating unit shall be
        recognized for purposes of this Agreement, including but not limited to
        the calculation and allocation of benefits and costs under this
        Agreement, if either (i) the transferee has a zero Adjusted Load or
        (ii) the amount of the transferee's Installed System Capability,
        including such Entitlement, bears no reasonable relation to its
        Adjusted Load.  Furthermore, no other arrangement substantially similar
        to that described in the preceding sentence shall be recognized for
        purposes of this Agreement, including but not limited to the
        calculation and allocation of benefits and costs under this Agreement.

        For the purposes of the preceding paragraph, the Adjusted Load and
        Installed System Capability of any transferee that is not a Participant
        shall be determined as if it were a Participant.  The term
        "transferee," as used herein, shall include, without limitation,
        any Participant or Entity, or any other organization or person.

                                             PART TWO
                                            GOVERNANCE

                                            SECTION 6
                                       MANAGEMENT COMMITTEE

6.1     Membership.  There shall be a Management Committee which shall be
        constituted as follows:  each Participant shall appoint and be
        represented by one member of the Management Committee.

6.2     Term of Members.  Each member of the Management Committee shall hold
        office until such member is replaced by the Participant which appointed
        the member or until such Participant ceases to be a Participant.
        Replacement of a member shall be effected by delivery by a Participant
        of written notice of such replacement to the Secretary of the
        Management Committee.

6.3     Votes.  Each member of the Management Committee shall have a Voting
        Share in any month entitling the member to cast, on behalf of the
        Participant which the member represents, votes representing the
        percentage to which the member's Participant is entitled of the
        aggregate Voting Shares of all Participants for the month. The
        percentage of the aggregate Voting Shares of all Participants to which
        a Participant is entitled in any month shall be determined in
        accordance with the following formula:

   .15833 P   .15833 E    .15833 C    .15833 X    .15833 M    .15833 R    .05 Y
V =    (----)+    (----)+     (----)+     (----)+     (----)+     (----)+  (---)
        P{1}       E{1}        C{1}        X{1}        M{1}        R{1}     Y{1}

in which

    V =      the Participant's Voting Share as a percentage of the aggregate
             Voting Shares of all Participants;

    P =      the average for each of the most recently completed twelve months
             of the Participant's maximum Load during any clock hour in a month;

    P{1} =   the average of the sums for each of the most recently completed
             twelve months of the noncoincidental maximum Load during any clock
             hour in a month of all Participants;

    E =      the average for the most recently completed twelve months of the
             following: the Participant's monthly Loads plus any kilowatthours
             delivered during the month to loads classified as interruptible
             under market operation rules approved by the Regional Market
             Operations Committee;

    E{1} =   the average of the sums for each of the most recently completed
             twelve months of the following: the monthly Loads of all
             Participants plus any kilowatthours delivered during the month to
             loads classified as interruptible under market operation rules
             approved by the Regional Market Operations Committee.

    C =      the average in megawatts for the most recently completed twelve
             months of the sum for each month of the Generation Ownership
             Shares, as defined in this Section, of the Participant;

    C{1} =   the average in megawatts for the most recently completed twelve
             months of the sum for each month of the Generation Ownership Shares
             of all Participants;

    X =      the average for the most recently completed twelve months of the
             sum for each month of (i) a number of kilowatthours equal to the
             Kilowatts of the Participant's Generation Ownership Shares, times
             the number of hours in the month, plus (ii) the number of
             kilowatthours that the Participant was entitled to receive in each
             hour with respect to its Energy Entitlements under Unit Contracts
             or System Contracts times, in the case of each contract, the number
             of hours the contract was in effect in the month, as computed
             without giving effect to any resale in whole or part of any such
             Energy Entitlement;

    X{1} =   the average for the most recently completed twelve months of the
             sum for each month of (i) a number of kilowatthours equal to the
             Kilowatts of the Generation Ownership Shares of all Participants,
             times the number of hours in the month, plus (ii) the number of
             kilowatthours that all Participants were entitled to receive in
             each hour with respect to their Energy Entitlements under Unit
             Contracts or System Contracts times, in the case of each contract,
             the number of hours the contract was in effect in the month, as
             computed without giving effect to any resale in whole or part of
             any such Energy Entitlement;

    M =      the circuit miles of the Participant's Transmission Ownership
             Shares, as defined in this Section, of PTF transmission lines
             times, in the case of each line, the nominal operating voltage of
             the line;

    M{1} =   the aggregate of the circuit miles of the Transmission Ownership
             Shares of PTF transmission lines of all Participants times, in the
             case of each line, the nominal operating voltage of the line;

    R =      the Annual Transmission Revenue Requirements of the Participant's
             PTF as of the beginning of the current calendar year as determined
             in accordance with Attachment F to the Tariff except that 1) such
             Revenue Requirements shall not be reduced by the transmission
             support revenue received as described in Section I of that
             Attachment and 2) such Revenue Requirements shall not include
             transmission support payments as described in Section J of that
             Attachment for support arrangements which were entered into after
             December 31, 1996;

    R{1} =   the aggregate Annual Transmission Revenue Requirements of the PTF
             of all Participants as of the beginning of the current calendar
             year as determined in accordance with Attachment F to the Tariff,
             except that 1) such Revenue Requirements shall not be reduced by
             the transmission support revenue received as described in Section I
             of that Attachment and 2) such Revenue Requirements shall not
             include transmission support payments as described in Section J of
             that Attachment for support arrangements which were entered into
             after December 31, 1996;

    Y =      1;and

    Y{1} =   the number of NEPOOL Participants at the beginning of the month;

provided, however, that a Participant and its Related Persons may not have
aggregate Voting Shares exceeding 25% of the aggregate Voting Shares to which
all Participants are entitled.  If the aggregate Voting Shares of a Participant
and its Related Persons would be in excess of 25% if it were not for this
limitation, the remaining Voting Shares to which such Participant and its
Related Persons would otherwise be entitled shall be allocated to the other
Participants on a pro rata basis.

For purposes of the preceding formula (i) if an Entity has been a Participant
for less than twelve months, the amounts to be taken into account for purposes
of "P", "E", "C" and "X" in the formula shall be for the period during which
the Entity has been a Participant; (ii) for purposes of "X" and "X{1}" in the
formula, the number of kilowatthours to be taken into account with respect to
the HQ Phase II Firm Energy Contract for each Participant which has a share
in the HQ Phase II Firm Energy Contract shall be computed on the basis of the
number of Kilowatts of its HQ Interconnection Capability Credit, if any, for
the month; and (iii) for purposes of "X" and "X{1}" in the formula, the number
of kilowatthours to be taken into account with respect to an Energy Entitlement
under a Unit Contract or System Contract, other than the HQ Phase II Firm
Energy Contract, under which a Participant is entitled to receive Energy
from outside the NEPOOL Control Area shall be computed on the basis of the
number of Kilowatts of Installed Capability credit, or Monthly Peak reduction,
for which the Participant is given credit in determining whether it has
satisfied its Installed Capability Responsibility pursuant to Section12.

In the event a Participant both participates in the wholesale bulk power market
and owns PTF, the member appointed by the Participant shall be entitled to
divide the member's vote, as determined in accordance with this Section, on any
matter on the basis specified by it in a notice given to the Secretary of the
Management Committee at or prior to the meeting at which the vote is to be
cast, to reflect its market and transmission interests.  In such case the
portion of the member's vote reflecting its transmission interest may be cast
by the member's alternate.

For purposes of this Section, the Generation Ownership Shares of a Participant
means and includes:

        (A)    the direct ownership interest which the Participant has as a
               sole or joint owner in the Installed Capability of a generating
               unit which is subject to NEPOOL central dispatch in accordance
               with Section 13.2;

        (B)    the indirect ownership interest which the Participant has, as a
               shareholder in Connecticut Yankee Atomic Power Company, Maine
               Yankee Atomic Power Company, Vermont Yankee Nuclear Power
               Corporation or a similar corporation, or as a general or limited
               partner in Ocean State Power or a similar partnership, in the
               Installed Capability of a generating unit which is subject to
               NEPOOL central dispatch in accordance with Section 13.2,
               provided the corporation or partnership is itself not a
               Participant;

        (C)    any other interest which the Participant has in the Installed
               Capability of a generating unit which is subject to NEPOOL
               central dispatch in accordance with Section 13.2, under a lease
               or other contractual arrangement, provided the other party to
               the arrangement is itself not a Participant and the Management
               Committee determines, at the request of the affected
               Participant, that the Participant has benefits and rights, and
               assumes risks, under the arrangement with respect to the unit
               which are substantially equivalent to the benefits, rights
               and risks of an owner; and

        (D)    an interest which the Participant shall be deemed to have in the
               direct ownership interest, or the indirect ownership interest as
               a shareholder or general or limited partner, of a Related Person
               of the Participant in the Installed Capability of a generating
               unit which is subject to NEPOOL central dispatch in accordance
               with Section 13.2, provided the Related Person is itself not a
               Participant.

For purposes of this Section, the Transmission Ownership Shares of a
Participant means and includes:

        (W)    the direct ownership interest which the Participant has as a
               sole or joint owner of PTF;

        (X)    the indirect ownership interest which the Participant has, as a
               shareholder in a corporation, or as a general or limited partner
               in a partnership, in PTF owned by such corporation or
               partnership, provided the corporation or partnership is
               not itself a Participant;

        (Y)    any other interest which the Participant has in PTF under a
               lease or other contractual arrangement, provided the other party
               to the arrangement is not itself a Participant and the
               Management Committee determines, at the request of the affected
               Participant, that the Participant has benefits and rights, and
               assumes risks, under the arrangement with respect to the PTF
               which are substantially equivalent to the benefits, rights and
               risks of an owner; and

        (Z)    an interest which the Participant shall be deemed to have in the
               direct ownership interest, or the indirect ownership interest as
               a shareholder or general or limited partner, of a Related Person
               of the Participant in PTF, provided the Related Person is itself
               not a Participant.

6.4     Number of Votes Necessary for Action.  Actions of the Management
        Committee shall be effected only upon an affirmative vote of members
        having at least 66% of the aggregate Voting Shares to which all members
        are entitled; provided, however, that the negative votes of any three
        or more members representing Participants which are not Related Persons
        of each other and which have at least 20% of the aggregate Voting
        Shares to which all members are entitled shall defeat any proposed
        action.  In determining whether the negative vote total specified above
        has been reached, the following limitation shall be applied:  if the
        member representing any Participant would be entitled to cast against
        the proposed action more than 18% of the aggregate Voting Shares to
        which all members are entitled, such member shall be entitled to vote
        negatively only 18% of such aggregate Voting Shares.

6.5     Proxies.  The vote of any member of the Management Committee or the
        member's alternate may be cast by another person pursuant to a written
        proxy dated not more than one year previous to the meeting and
        delivered to the Secretary of the Management Committee at or prior to
        the meeting at which the proxy vote is cast.

6.6     Alternates.  A Participant may designate, by a written notice delivered
        to the Secretary of the Management Committee, an alternate for a member
        of the Management Committee appointed by it.  In the absence of the
        member, the alternate shall have all the powers of the member,
        including the power to vote.

6.7     Officers.  At its annual meeting, the Management Committee shall elect
        from among its members a Chair and a Vice-Chair; it shall also elect a
        Secretary who need not be a member.  These officers shall have the
        powers and duties usually incident to such offices.

6.8     Meetings.  The Management Committee shall hold its annual meeting in
        December at such time and place as the Chair shall designate and shall
        hold other meetings in accordance with a schedule adopted by the
        Management Committee or at the call of the Chair.  One or more members
        who represent Participants having in the aggregate at least 3% of the
        aggregate Voting Shares of all Participants may call a special meeting
        of the Management Committee in the event that the Chair shall fail to
        call such a meeting within three business days following the Chair's
        receipt from such member or members of a request specifying the subject
        matters to be acted upon at the meeting.

6.9     Notice of Meetings.  Written notice of each meeting of the Management
        Committee shall be given to each member not less than five business
        days prior to the date of the meeting, which notice shall specify the
        principal subject matter expected to be acted upon at the meeting.

6.10    Adoption of Budgets.  At each annual meeting, the Management Committee
        shall adopt a NEPOOL budget for the ensuing calendar year.  In adopting
        budgets the Management Committee shall give due consideration to the
        budgetary requests of each committee and shall include the budget of
        the ISO as determined in accordance with NEPOOL's contract between
        NEPOOL and the ISO.  The Management Committee may modify any NEPOOL
        budget from time to time after its adoption and shall modify the
        NEPOOL budget if and as required to support changes to the ISO budget
        adopted in accordance with the contract between NEPOOL and the ISO.

6.11    Adoption of Bylaws.  The Management Committee may adopt bylaws,
        consistent with this Agreement, governing procedural matters including
        the conduct of its meetings and those of the other committees.

6.12    Establishing Reliability Standards.  It shall be the duty of the
        Management Committee, after review of reports or actions of the System
        Operator and the Market Reliability Planning Committee and Regional
        Transmission Planning Committees and such other matters as the
        Management Committee deems pertinent, to establish or approve proper
        standards of reliability for the bulk power supply of NEPOOL.  Such
        standards shall be consistent with the directives of the North American
        Electric Reliability Council and the Northeast Power Coordinating
        Council and shall be reviewed periodically by the Management Committee
        and revised as the Management Committee deems appropriate.

6.13    Appointment and Compensation of NEPOOL Personnel.  The Management
        Committee shall determine what personnel are desirable for the
        effective operation and administration of NEPOOL and shall fix or
        authorize the fixing of the compensation for such persons.

6.14    Duties and Authority.

               (a)     The Management Committee shall have the duty and
                       requisite authority to administer, enforce and interpret
                       the provisions of this Agreement in order to accomplish
                       the objectives of NEPOOL including the making of
                       any decision or determination necessary under any
                       provision of this Agreement and not expressly specified
                       to be decided or determined by any other body.

               (b)     The Management Committee shall have the authority to
                       provide for such facilities, materials and supplies as
                       the Management Committee may determine are necessary or
                       desirable to carry out the provisions of this
                       Agreement.

               (c)     The Management Committee shall have, in addition to the
                       authority provided in Section 6.12, the authority, after
                       consultation with other NEPOOL committees and the System
                       Operator, to establish or approve consistent standards
                       with respect to any aspect of arrangements between
                       Participants and Non-Participants which it determines
                       may adversely affect the reliability of NEPOOL, and to
                       review such arrangements to determine compliance with
                       such standards.

               (d)     The Management Committee, or its designee, shall have
                       the authority to act on behalf of all Participants in
                       carrying out any action properly taken pursuant to the
                       provisions of this Agreement.  Without limiting the
                       foregoing general authority, the Management Committee,
                       or its designee, shall have the authority on behalf of
                       all Participants to execute any contract, lease or other
                       instrument which has been properly authorized pursuant
                       to this Agreement including, but not limited to, one
                       or more contracts with the ISO, and to file with the
                       Commission and other appropriate regulatory bodies:  (i)
                       this Agreement and documents amending or supplementing
                       this Agreement, including the Tariff, (ii) contracts
                       with Non-Participants or the ISO, and (iii) related
                       tariffs, rate schedules and certificates of concurrence.
                       The Management Committee shall, in addition, have the
                       authority to represent NEPOOL in proceedings before the
                       Commission.

               (e)     The Management Committee shall have the duty and
                       requisite authority, after consultation with other
                       NEPOOL committees and the System Operator, to fix the
                       NEPOOL Objective Capability for each month of
                       each Power Year prior to the beginning of the Power Year
                       and thereafter to review at least annually the
                       anticipated Load of the NEPOOL Participants and NEPOOL
                       Installed Capability for each month of such Power Year
                       and to make such adjustments in the NEPOOL Objective
                       Capability as the Management Committee may determine on
                       the basis of such review.  Since changes in the
                       circumstances which must be assumed by the Management
                       Committee in fixing NEPOOL Objective Capability
                       for a future period can significantly affect the
                       required level of NEPOOL Objective Capability for that
                       period, the Management Committee shall, where
                       appropriate, also determine the effect on NEPOOL
                       Objective Capability of significant changes in
                       circumstances from those assumed, either by fixing
                       alternative NEPOOL Objective Capabilities, or by
                       adopting adjustment factors or formulas.

               (f)     The Management Committee shall have the duty and
                       requisite authority to establish or approve schedules
                       fixing the amounts to be paid by Participants and Non-
                       Participants to permit the recovery of expenses incurred
                       in furnishing some or all of the services furnished by
                       NEPOOL either directly or through the System Operator.

               (g)     The Management Committee shall have the duty and
                       requisite authority to provide for the sharing by
                       Participants, on such basis as the Management Committee
                       may deem appropriate, of payments and costs which are
                       not otherwise reimbursed under this Agreement and which
                       are incurred by Participants or under arrangements with
                       Non-Participants and approved or authorized by the
                       Committee as necessary in order to meet or avoid short-
                       term deficiencies in the amount of resources available
                       to meet the pool's reliability objectives.

               (h)     The Management Committee shall have the authority, at
                       the time that it acts on an Entity's application
                       pursuant to Section 3.1 to become a Participant, to
                       waive, conditionally or unconditionally, compliance by
                       such Entity with one or more of the obligations imposed
                       by this Agreement if the Management Committee determines
                       that such compliance would be unnecessary or
                       inappropriate for such Entity and the waiver for such
                       Entity will not impose an additional burden on other
                       Participants.

               (i)     Until the Second Effective Date, the Management
                       Committee shall have the duty and requisite authority to
                       determine which generating facilities should be equipped
                       for Automatic Generation Control in order to maintain
                       proper frequency for the interconnected bulk power
                       system of the Participants and to control power flows on
                       interconnections between Participants and non-
                       Participants.  The Management Committee shall
                       establish a system for sharing by the Participants until
                       the Second Effective Date, on such basis as the
                       Committee may deem appropriate, of the costs, including
                       loss of generator efficiency, that are incurred by
                       Participants in installing, maintaining and operating
                       Automatic Generation Control equipment required by the
                       Committee and are not otherwise reimbursed under this
                       Agreement.

               (j)     The Management Committee shall have the duty and
                       requisite authority to act on appeals to it from the
                       actions of other NEPOOL committees and to appoint a
                       special committee to administer NEPOOL's alternate
                       dispute resolution procedures or to take any other
                       action if it determines that such action is necessary or
                       appropriate to achieve a prompt resolution of disputes
                       under the provisions of Section 21.1.

               (k)     The Management Committee shall have such further powers
                       and duties as are conferred or imposed upon it by other
                       sections of this Agreement.

6.15    Attendance of Members of Management Committee at Other Committee
        Meetings.  Each member of the Management Committee or that member's
        designee shall be entitled to attend any meeting of any other NEPOOL
        committee, and shall have a reasonable opportunity to express views on
        any matter to be acted upon at the meeting.

                                   SECTION 7
                               EXECUTIVE COMMITTEE

7.1     Organization.  There shall be an Executive Committee which shall have
        all the powers and duties of the Management Committee (except as
        provided below), subject to appeal to the Management Committee pursuant
        to the provisions of Section 7.11.   Between meetings of the Management
        Committee, the Executive Committee shall exercise the powers and
        perform the duties of the Management Committee.  The Executive
        Committee shall not have any of the powers or duties of the Management
        Committee under Sections 6.7 and 6.10, except that the Executive
        Committee shall have the power of the Management Committee to modify
        from time to time an overall NEPOOL annual budget adopted by the
        Management Committee, subject to the limitation that the aggregate
        amount of net increase in an overall budget which may be effected by
        the Executive Committee for any year shall not exceed 10% of the budget
        initially adopted by the Management Committee.

7.2     Membership.  The Executive Committee shall be constituted as follows:
        following its activation, the ISO shall have the right to appoint a
        non-voting member of the Committee; each Participant whose Voting Share
        equals or exceeds 3% of the aggregate Voting Shares of all Participants
        shall have the right to appoint a voting member of the Committee; the
        remaining Participants whose Voting Shares are less than 3% of the
        aggregate Voting Shares of all Participants shall be divided into the
        following five groups, with each having the right to appoint one voting
        member of the Committee:

                       (a)    One group consisting of the remaining
                              Participants which are municipally-owned and
                              cooperatively-owned utilities;

                       (b)    One group consisting of the remaining
                              Participants which are not subject to traditional
                              utility rate regulation and which are engaged
                              in the NEPOOL Control Area principally in the
                              business of owning or operating generation
                              facilities and selling the output of such
                              generation;

                       (c)    One group consisting of the remaining
                              Participants which are not subject to traditional
                              utility rate regulation and which are engaged
                              in the NEPOOL Control Area principally in a
                              business other than the business of owning or
                              operating generation or PTF facilities
                              and selling the output of such generation;

                       (d)    One group consisting of the remaining
                              Participants, if any, which (i) own PTF, (ii) are
                              not engaged in electric generation or
                              distribution and do not participate in the
                              wholesale bulk power market, and (iii) are not
                              Related Persons of any other Participant;
                              and

                       (e)    One group consisting of the remaining
                              Participants which are investor-owned utilities
                              subject to traditional rate regulation or
                              other Entities which do not qualify to be
                              included in any of the other four groups.

        Notwithstanding the foregoing, any such Participant may elect to join a
        different group than the one to which it would be assigned under the
        foregoing provisions if this is acceptable to the members of the group
        it elects to join.  In the event any Participant is a Related Person of
        another Participant which has the individual right to appoint a member
        of the Committee on the basis of its individual Voting Share, the
        Participant shall be represented on the Committee by the member
        appointed by the Participant which is its Related Person and shall not
        be assigned to any of the five groups.

7.3     Term of Members.  The member of the Executive Committee appointed by
        the ISO shall serve until replaced by the ISO.  Members of the
        Executive Committee appointed by a Participant or group of Participants
        shall serve until replaced by the Participant or Participants which
        appointed them or until such Participant or Participants shall lose
        their status as Participants or otherwise lose their right to appoint
        the member.  Appointment or replacement of a member shall be effected
        by the ISO or a Participant or group of Participants by giving written
        notice of such appointment or replacement to the Secretary of the
        Executive Committee.

7.4     Alternates.  The ISO or a Participant or group of Participants may
        designate, by a written notice given to the Secretary of the Executive
        Committee, an alternate for any member of the Executive Committee
        appointed by the ISO or such Participant or group of Participants.  In
        the absence of the member, the alternate shall have all the powers
        of the member, including the power to vote.

7.5     Votes.  Each voting member of the Executive Committee shall have one
        vote, which may be cast in person by the member or the member's
        alternate or by another person pursuant to a written proxy dated not
        more than one year previous to the meeting and delivered to the
        Secretary of the Executive Committee at or prior to the meeting at
        which the proxy vote is cast.  If a Participant which has the
        individual right to appoint a member of the Executive Committee both
        participates in the wholesale bulk power market and owns PTF, the
        member appointed by the Participant shall be entitled to divide the
        member's vote on the basis specified in a notice given by it to the
        Secretary of the Committee at or prior to the meeting at which the vote
        is to be cast, to reflect the Participant's market and transmission
        interests.  In such case the portion of the Participant member's vote
        reflecting its transmission interest may be cast by the member's
        alternate.

        A voting member appointed by a group may divide the member's vote on
        the basis specified in a notice given by it to the Secretary of the
        Committee at or prior to the meeting at which the vote is to be cast,
        to reflect the different positions of the members of the group.

7.6     Number of Votes Necessary for Action.  The adoption of actions by the
        Executive Committee shall require affirmative votes by voting members
        aggregating at least 60% of the number of votes which the voting
        members in attendance at a meeting at which a quorum is present are
        entitled to cast.  A majority of the voting members at any time
        shall constitute a quorum.

7.7     Officers.  At its annual meeting, the Executive Committee shall elect
        from its voting members a Chair and a Vice-Chair; it shall also elect a
        Secretary who need not be a member.  These officers shall have the
        powers and duties usually incident to such offices.

7.8     Meetings.  The Executive Committee shall hold its annual meeting in
        December or January at such time and place as the Chair shall designate
        and shall hold other meetings in accordance with a schedule adopted by
        the Executive Committee or at the call of the Chair.  Any two members
        may call a special meeting of the Executive Committee in the event that
        the Chair shall fail to call such a meeting within three business days
        following the Chair's receipt from such members of a request specifying
        the subject matters to be acted upon at the meeting.  Any regular or
        special meeting of the Executive Committee may be conducted by means of
        conference telephone or other communications equipment by means of
        which all persons participating in the meeting can hear each other.

7.9     Notice of Meetings.  Written notice of each meeting of the Executive
        Committee shall be given to each member of the Committee and each
        member of the Management Committee not less than three business days
        prior to the date of the meeting.  The notice shall specify the
        principal subject matter expected to be acted upon at the meeting.

7.10    Notice to Members of Management Committee of Actions by Executive
        Committee.  Prior to the end of the fifth business day following a
        meeting of the Executive Committee, the Secretary of the Executive
        Committee shall give written notice to the ISO and each member of the
        Management Committee of any action taken by the Executive Committee at
        such meeting.

7.11    Appeal of Actions to Management Committee.  The ISO or any Participant
        may appeal to the Management Committee any action taken by the
        Executive Committee.  Such an appeal shall be taken prior to the end of
        the tenth business day following the meeting of the Executive Committee
        to which the appeal relates by giving to the Secretary of the
        Management Committee a signed and written notice of appeal and by
        mailing a copy of the notice to the ISO and each member of the
        Management Committee.  Pending action on the appeal by the Management
        Committee, the giving of a notice of appeal as aforesaid shall suspend
        the action appealed from.

                                            SECTION 8
                               MARKET RELIABILITY PLANNING COMMITTEE

8.1     Organization.  There shall be a Market Reliability Planning Committee
        which shall have the responsibilities specified in Section 8.11.  It
        may provide from time to time for the creation of one or more
        Functional Planning Committees to act in particular functional planning
        areas and to exercise such of the Market Reliability Planning
        Committee's responsibilities as it may delegate to them.

8.2     Membership.  The Market Reliability Planning Committee shall be
        constituted as follows: following its activation, the ISO shall have
        the right to appoint a non-voting member of the Committee; each
        Participant whose Voting Share equals or exceeds 3% of the aggregate
        Voting Shares of all Participants shall have the right to appoint a
        voting member of the Committee; the remaining Participants shall be
        divided into the following five groups, with each having the right to
        appoint one voting member of the Committee:

               (a)     One group consisting of the remaining Participants which
                       are municipally-owned and cooperatively-owned utilities;

               (b)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in the business of owning or operating
                       generation facilities and selling the output of such
                       generation;

               (c)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in a business other than the business
                       of owning or operating generation or PTF facilities and
                       selling the output of such generation;

               (d)     One group consisting of the remaining Participants, if
                       any, which (i) own PTF, (ii) are not engaged in electric
                       generation or distribution and do not participate in the
                       wholesale bulk power market, and (iii) are not
                       Related Persons of any other Participant; and

               (e)     One group consisting of the remaining Participants which
                       are investor-owned utilities subject to traditional rate
                       regulation or other Entities which do not qualify to be
                       included in any of the other four groups.

        Notwithstanding the foregoing, any such Participant may elect to join a
        different group than the one to which it would be assigned under the
        foregoing provisions if this is acceptable to the members of the group
        it elects to join.  In the event any Participant is a Related Person of
        another Participant which has the individual right to appoint a
        member of the Committee, the Participant shall be represented in the
        Committee by the member appointed by the Participant which is its
        Related Person and shall not be assigned to any of the five groups.

8.3     Term of Members.  The member of the Market Reliability Planning
        Committee appointed by the ISO shall serve until replaced by the ISO.
        Members of the Market Reliability Planning Committee appointed by a
        Participant or group of Participants shall serve until replaced by the
        Participant or Participants which appointed them or until such
        Participant or Participants cease to be Participants or otherwise lose
        their right to appoint the member.  Appointment or replacement of a
        member shall be effected by the ISO or a Participant or group of
        Participants by giving written notice of such appointment or
        replacement to the Secretary of the Market Reliability Planning
        Committee.

8.4     Voting.  Each voting member of the Market Reliability Planning
        Committee shall have one vote which may be cast in person by the member
        or the member's alternate or by another person pursuant to a written
        proxy dated not more than one year previous to the meeting and
        delivered to the Secretary of the Market Reliability Planning Committee
        at or prior to the meeting at which the proxy vote is cast.  If a
        Participant which has the individual right to appoint a voting member
        of the Market Reliability Planning Committee both participates in the
        wholesale bulk power market and owns PTF, the member appointed by the
        Participant shall be entitled to divide the member's vote on
        the basis specified in a notice given by it to the Secretary of the
        Committee at or prior to the meeting at which the vote is to be cast,
        to reflect the Participant's market and transmission interests.  In
        such case the portion of the member's vote reflecting its transmission
        interest may be cast by the member's alternate.

        The voting member appointed by a group may divide the member's vote on
        the basis specified in a notice given by it to the Secretary of the
        Committee at or prior to the meeting at which the vote is to be cast,
        to reflect the different positions of the members of the group.

        The adoption of actions by the Market Reliability Planning Committee
        shall require affirmative votes by voting members aggregating at least
        60% of the number of votes which the members in attendance at a meeting
        at which a quorum is present are entitled to cast.  A majority of the
        voting members at any time shall constitute a quorum.

8.5     Alternates.  The ISO or a Participant or group of Participants may
        designate, by a written notice given to the Secretary of the Market
        Reliability Planning Committee, an alternate for the member of the
        Market Reliability Planning Committee appointed by the ISO or such
        Participant or group of Participants.  In the absence of the member,
        the alternate shall have all the powers of the member, including the
        power to vote.

8.6     Officers.  At its annual meeting, the Market Reliability Planning
        Committee shall elect from its voting members a Chair and a Vice-Chair;
        it shall also elect a Secretary who need not be a member of the
        Committee.  These officers shall have the powers and duties usually
        incident to such offices.

8.7     Meetings.  The Market Reliability Planning Committee shall hold its
        annual meeting in December or January at such time and place as the
        Chair shall designate and shall hold other meetings in accordance with
        a schedule adopted by the Committee or at the call of the Chair.  Any
        two members may call a special meeting of the Market Reliability
        Planning Committee in the event that the Chair shall fail to call such
        a meeting within three business days following the Chair's receipt from
        such members of a request specifying the subject matters to be
        considered at the meeting.  Any regular or special meeting of the
        Market Reliability Planning Committee may be conducted by means of
        conference telephone or other communications equipment by means of
        which all persons participating in the meeting can hear each other.

8.8     Notice of Meetings.  Written notice of each meeting of the Market
        Reliability Planning Committee shall be given to each member not less
        than five business days prior to the date of the meeting.  The
        principal subject matter expected to be acted upon at a meeting shall
        be specified in the notice of the meeting whenever the meeting is not
        held in accordance with the schedule adopted by the Committee.

8.9     Notice to Members of Management Committee.  Prior to the end of the
        fifth business day following a meeting of the Market Reliability
        Planning Committee, the Secretary of the Market Reliability Planning
        Committee shall give written notice to the ISO and each member of the
        Management Committee of any action taken by the Market Reliability
        Planning Committee at such meeting.

8.10    Appeal of Actions to Management Committee.  The ISO or any Participant
        may appeal to the Management Committee any action taken by the Market
        Reliability Planning Committee.  Such an appeal shall be taken prior to
        the end of the tenth business day following the meeting of the Market
        Reliability Planning Committee to which the appeal relates by giving to
        the Secretary of the Management Committee a signed and written notice
        of appeal and by mailing a copy of the notice to the ISO and each
        member of the Management Committee.  Pending action on the appeal by
        the Management Committee, the giving of a notice of appeal as aforesaid
        shall suspend the action appealed from.

8.11    Responsibilities. The Market Reliability Planning Committee shall be
        responsible, either directly or through its Functional Planning
        Committees, and in conjunction with the ISO and the Regional
        Transmission Planning Committee, as appropriate, for the following:

               (a)     providing overall direction to, and coordination of,
                       joint studies of supply and demand-side resources and
                       environmental considerations in order to achieve the
                       objectives of NEPOOL;

               (b)     recommending to the Management Committee the NEPOOL
                       Objective Capability for each Power Year;

               (c)     periodically reviewing the procedures used to calculate
                       NEPOOL Installed Capability, NEPOOL Objective Capability
                       and NEPOOL Capability Responsibility;

               (d)     causing to be prepared periodic short and long term load
                       forecasts for use in NEPOOL studies and operations and
                       to meet requirements of regulatory agencies;

               (e)     overseeing communications and liaison between NEPOOL and
                       governmental authorities on power supply, environmental
                       and load forecasting issues;

               (f)     coordinating the collection and exchange of necessary
                       system data and future plans for use in NEPOOL planning
                       and to meet requirements of regulatory agencies;

               (g)     following appropriate studies, recommending to the
                       Management Committee reliability standards for the bulk
                       power system of NEPOOL; and

               (h)     coordinating the review of proposed supply and demand-
                       side resource plans of Participants pursuant to Section
                       18.4 and the submission of recommendations to the
                       Management Committee regarding such proposed plans.

8.12    Functional Planning Committees.  The Market Reliability Planning
        Committee's Functional Planning Committees shall remain subject to
        policy-level direction and control by the Market Reliability Planning
        Committee.  Functional Planning Committees may participate in joint
        studies with each other and with other NEPOOL committees or task
        forces, but shall submit reports and recommendations directly to the
        Management Committee only pursuant to the request of the Market
        Reliability Planning Committee.

        The members of each Functional Planning Committee shall be appointed in
        the same manner as the members of the Market Reliability Planning
        Committee, and, if requested by the ISO, shall include a non-voting
        member appointed by the ISO.  The Chair, Vice-Chair and Secretary of
        each Functional Planning Committee shall be appointed in accordance
        with procedures specified by the Market Reliability Planning
        Committee.

        Except as expressly directed by the Market Reliability Planning
        Committee, its Functional Planning Committees shall be study, research
        and deliberative bodies and shall not resolve by vote differences of
        opinion as to proposed plans or other matters on which they may make
        reports or recommendations.  Functional Planning Committees shall
        regularly report the results of their work to the Market Reliability
        Planning Committee, and whenever a Functional Planning Committee is
        unable to reach a consensus resolution of a policy issue, that issue
        shall be reported to the Market Reliability Planning Committee.
        Functional Planning Committee reports shall contain such personal
        opinions and conclusions as any member may request.  Where a vote of a
        Functional Planning Committee is required for election of officers or
        other organizational matters, the action shall be effective only upon
        an affirmative vote of 60% of the voting members present at the
        meeting.

8.13    Appointment of Task Forces.  The Market Reliability Planning Committee
        and its Functional Planning Committees shall have the authority, within
        the Market Reliability Planning Committee's budget or with the approval
        of the Management Committee if beyond its budget, to appoint task
        forces for particular studies and to name thereto available employees
        of Participants.

8.14    Consultants, Computer Time and Expenses.  The Market Reliability
        Planning Committee and its Functional Planning Committees shall have
        the authority, within the Market Reliability Planning Committee's
        budget or with the approval of the Management Committee if beyond its
        budget, to retain the services of the ISO, to hire other consultants,
        to procure computer time and to incur such expenses as may be
        required to enable the Market Reliability Planning Committee, its
        Functional Planning Committees and their task forces properly to
        perform their duties.

8.15    Further Powers and Duties.  The Market Reliability Planning Committee
        shall have such further powers and duties as may be prescribed by the
        Management Committee or as set forth in this Agreement.

8.16    Reports to Management Committee.  The Market Reliability Planning
        Committee shall report to the Management Committee periodically the
        results of its work and such reports shall contain such alternative
        programs as the Market Reliability Planning Committee may consider
        appropriate.  Market Reliability Planning Committee reports shall also
        contain such minority opinions and conclusions as any member shall
        request.

8.17    Joint Meetings With Regional Transmission Planning Committee.  The
        Market Reliability Planning Committee is authorized and encouraged to
        hold its meetings, and to conduct studies and exercise its
        responsibilities, jointly with the Regional Transmission Planning
        Committee to the extent appropriate.

                                             SECTION 9
                             REGIONAL TRANSMISSION PLANNING COMMITTEE

9.1     Organization.  There shall be a Regional Transmission Planning
        Committee which shall have the responsibilities specified in Section
        9.11.  It may provide from time to time for the creation of one or more
        Functional Planning Committees to act in particular functional
        transmission planning areas and to exercise such of the Regional
        Transmission Planning Committee's responsibilities as it may delegate
        to them.

9.2     Membership.  The Regional Transmission Planning Committee shall be
        constituted as follows: following its activation, the ISO shall have
        the right to appoint a non-voting member of the Committee; each
        Participant whose Voting Share equals or exceeds 3% of the aggregate
        Voting Shares of all Participants shall have the right to appoint a
        voting member of the Committee; the remaining Participants whose Voting
        Shares are less than 3% of the aggregate Voting Shares of all
        Participants shall be divided into the following five groups, with each
        having the right to appoint one voting member of the Committee:

               (a)     One group consisting of the remaining Participants which
                       are municipally-owned and cooperatively-owned utilities;

               (b)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in the business of owning or operating
                       generation facilities and selling the output of such
                       generation;

               (c)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in a business other than the business
                       of owning or operating generation or PTF facilities and
                       selling the output of such generation;

               (d)     One group consisting of the remaining Participants, if
                       any, which (i) own PTF, (ii) are not engaged in electric
                       generation or distribution and do not participate in the
                       wholesale bulk power market, and (iii) are not
                       Related Persons of any other Participant; and

               (e)     One group consisting of the remaining Participants which
                       are investor-owned utilities subject to traditional
                       utility rate regulation or other Entities which do not
                       qualify to be included in any of the other four
                       groups.

        Notwithstanding the foregoing, any such Participant may elect to join a
        different group than the one to which it would be assigned under the
        foregoing provisions if this is acceptable to the members of the group
        it elects to join.  In the event any Participant is a Related Person of
        another Participant which has the individual right to appoint a
        member of the Committee on the basis of its individual Voting Share,
        the Participant shall be represented in the Committee by the member
        appointed by the Participant which is its Related Person and shall not
        be assigned to any of the five groups.

9.3     Term of Members.  The member of the Regional Transmission Planning
        Committee appointed by the ISO shall serve until replaced by the ISO.
        Members of the Regional Transmission Planning Committee shall serve
        until replaced by the Participant or Participants which appointed them
        or until such Participant or Participants shall lose their status as
        Participants or otherwise lose their right to appoint the member.
        Appointment or replacement of a member shall be effected by the ISO or
        a Participant or group of Participants by giving written notice of such
        appointment or replacement to the Secretary of the Regional
        Transmission Planning Committee.

9.4     Voting.  Each voting member of the Regional Transmission Planning
        Committee shall have one vote which may be cast in person by the member
        or his alternate or by another person pursuant to a written proxy dated
        not more than one year previous to the meeting and delivered to the
        Secretary of the Regional Transmission Planning Committee at or prior
        to the meeting at which the proxy vote is cast.  If a Participant
        which has the individual right to appoint a member of the Regional
        Transmission Planning Committee both participates in the wholesale bulk
        power market and owns PTF, the member appointed by the Participant
        shall be entitled to divide the member's vote on the basis specified in
        a notice given to the Secretary of the Committee at or prior to the
        meeting at which the vote is to be cast, to reflect the Participant's
        market and transmission interests.  In such case the portion of the
        member's vote reflecting its transmission interest may be cast by the
        member's alternate.

        The voting member appointed by a group may divide the member's vote on
        the basis specified in a notice given to the Secretary of the Committee
        at or prior to the meeting at which the vote is to be cast, to reflect
        the different positions of the members of the group.

        The adoption of actions by the Regional Transmission Planning Committee
        shall require affirmative votes by voting members aggregating at least
        60% of the number of votes which the members in attendance at a meeting
        at which a quorum is present are entitled to cast.  A majority of the
        voting members at any time shall constitute a quorum.

9.5     Alternates.  The ISO, or a Participant or group of Participants may
        designate, by a written notice given to the Secretary of the Regional
        Transmission Planning Committee, an alternate for any member of the
        Regional Transmission Planning Committee appointed by the ISO or such
        Participant or group of Participants.  In the absence of the member,
        the alternate shall have all the powers of the member, including the
        power to vote.

9.6     Officers.  At its annual meeting, the Regional Transmission Planning
        Committee shall elect from its voting members a Chair and a Vice-Chair;
        it shall also elect a Secretary who need not be a member of the
        Committee.  These officers shall have the powers and duties usually
        incident to such offices.

9.7     Meetings.  The Regional Transmission Planning Committee shall hold its
        annual meeting in December or January at such time and place as the
        Chair shall designate and shall hold other meetings in accordance with
        a schedule adopted by the Committee or at the call of the Chair.  Any
        two members may call a special meeting of the Regional Transmission
        Planning Committee in the event that the Chair shall fail to call such
        a meeting within three business days following the Chair's receipt from
        such members of a request specifying the subject matters to be
        considered at the meeting.  Any regular or special meeting of the
        Regional Transmission Planning Committee may be conducted by means of
        conference telephone or other communications equipment by means of
        which all persons participating in the meeting can hear each other.

9.8     Notice of Meetings.  Written notice of each meeting of the Regional
        Transmission Planning Committee shall be given to each member not less
        than five business days prior to the date of the meeting.  The
        principal subject matter expected to be acted upon at a meeting shall
        be specified in the notice of the meeting whenever the meeting is not
        held in accordance with the schedule adopted by the Committee.

9.9     Notice to Members of Management Committee.  Prior to the end of the
        fifth business day following a meeting of the Regional Transmission
        Planning Committee, the Secretary of the Regional Transmission Planning
        Committee shall give written notice to the ISO and each member of the
        Management Committee of any action taken by the Regional Transmission
        Planning Committee at such meeting.

9.10    Appeal of Actions to Management Committee.  The ISO or any Participant
        may appeal to the Management Committee any action taken by the Regional
        Transmission Planning Committee.  Such an appeal shall be taken prior
        to the end of the tenth business day following the meeting of the
        Regional Transmission Planning Committee to which the appeal relates by
        giving to the Secretary of the Management Committee a signed and
        written notice of appeal and by mailing a copy of the notice to the ISO
        and each member of the Management Committee.  Pending action on the
        appeal by the Management Committee, the delivery of a notice of appeal
        as aforesaid shall suspend the action appealed from.

9.11    Responsibilities. The Regional Transmission Planning Committee shall be
        responsible, either directly or through Functional Planning Committees,
        and in conjunction with the ISO and the Market Reliability Planning
        Committee, as appropriate, for the following:

               (a)     providing overall direction to, and coordination of,
                       joint studies of transmission facilities and the
                       development of a regional transmission plan in order to
                       achieve the objectives of NEPOOL;

               (b)     overseeing communications and liaison between NEPOOL and
                       governmental authorities on transmission issues;

               (c)     coordinating the collection and exchange of necessary
                       system data and future plans for use in NEPOOL planning
                       and to meet requirements of regulatory agencies;

               (d)     following appropriate studies, recommending to the
                       Management Committee proposed reliability standards for
                       the bulk power system of NEPOOL;

               (e)     coordinating the review of proposed transmission plans
                       of Participants pursuant to Section 18.4 and the
                       submission of recommendations to the Management
                       Committee regarding such proposed plans; and

               (f)     to the extent appropriate, establishing criteria,
                       guidelines and methodologies to assure consistency in
                       monitoring and assessing conformance of Participant and
                       regional transmission plans to accepted reliability
                       criteria.

9.12    Functional Planning Committees.  The Regional Transmission Planning
        Committee's Functional Planning Committees shall remain subject to
        policy-level direction and control by the Regional Transmission
        Planning Committee.  Functional Planning Committees may participate in
        joint studies with each other and with other NEPOOL committees or task
        forces, but shall submit reports and recommendations directly to the
        Management Committee only pursuant to the request of the Regional
        Transmission Planning Committee.

        The members of each Functional Planning Committee shall be appointed in
        the same manner as the members of the Regional Transmission Planning
        Committee, and, if requested by the ISO, shall include a non-voting
        member appointed by the ISO.  The Chair, Vice-Chair and Secretary of
        each Functional Planning Committee shall be appointed in accordance
        with procedures specified by the Regional Transmission Planning
        Committee.

        Except as expressly directed by the Regional Transmission Planning
        Committee, its Functional Planning Committees shall be study, research
        and deliberative bodies and shall not resolve by vote differences of
        opinion as to proposed plans or other matters on which they may make
        reports or recommendations.  Functional Planning Committees shall
        regularly report the results of their work to the Regional Transmission
        Planning Committee, and whenever a Functional Planning Committee is
        unable to reach a consensus resolution of a policy issue, that issue
        shall be reported to the Regional Transmission Planning Committee.
        Functional Planning Committee reports shall contain such personal
        opinions and conclusions as any member may request.  Where a
        vote of a Functional Planning Committee is required for election of
        officers or other organizational matters, the action shall be effective
        only upon an affirmative vote of 60% of the voting members present at a
        meeting.

9.13    Appointment of Task Forces.  The Regional Transmission Planning
        Committee and its Functional Planning Committees shall have the
        authority, within the Regional Transmission Planning Committee's budget
        or with the approval of the Management Committee if beyond its budget,
        to appoint task forces for particular studies and to name thereto
        available employees of Participants.

9.14    Consultants, Computer Time and Expenses.  The Regional Transmission
        Planning Committee and its Functional Planning Committees shall have
        the authority, within the Regional Transmission Planning Committee's
        budget or with the approval of the Management Committee if beyond its
        budget, to retain the services of the ISO, to hire other consultants,
        to procure computer time and to incur such expenses as may be
        required to enable the Regional Transmission Planning Committee, its
        Functional Planning Committees and their task forces properly to
        perform their duties.

9.15    Further Powers and Duties.  The Regional Transmission Planning
        Committee shall have such further powers and duties as may be
        prescribed by the Management Committee or as set forth in this
        Agreement.

9.16    Reports to Management Committee.  The Regional Transmission Planning
        Committee shall report to the Management Committee periodically the
        results of its work and such reports shall contain such alternative
        programs as the Regional Transmission Planning Committee may consider
        appropriate.  Regional Transmission Planning Committee reports shall
        also contain such minority opinions and conclusions as any member shall
        request.

9.17    Joint Meetings With Market Reliability Planning Committee.  The
        Regional Transmission Planning Committee is authorized and encouraged
        to hold its meetings,  and to conduct studies and exercise its
        responsibilities, jointly with the Market Reliability Planning
        Committee to the extent appropriate.

                                    SECTION 10
                       REGIONAL MARKET OPERATIONS COMMITTEE

10.1    Organization.  There shall be a Regional Market Operations Committee
        which shall be responsible for establishing or approving market
        operation rules and for monitoring the operation of NEPOOL supply and
        demand-side resources and the wholesale bulk power market.

10.2    Membership.  The Regional Market Operations Committee shall be
        constituted as follows: following its activation, the ISO shall have
        the right to appoint a non-voting member of the Committee; each
        Participant whose Voting Share equals or exceeds 3% of the aggregate
        Voting Shares of all Participants shall have the right to appoint one
        voting member and each Participant whose Voting Share equals or exceeds
        15% of the aggregate Voting Shares of all Participants shall have the
        right, so long as such condition continues, to appoint one additional
        voting member, provided that the aggregate number of members which a
        Participant and its Related Persons shall have the right to appoint
        shall be limited to two members; the remaining Participants shall be
        divided into the following five groups, with each having the right to
        appoint one voting member of the Regional Market Operations Committee:

               (a)     One group consisting of the remaining Participants which
                       are municipally-owned and cooperatively-owned
                       traditional utilities;

               (b)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in the business of owning or operating
                       generation facilities and selling the output of such
                       generation;

               (c)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in a business other than the business
                       of owning or operating generation or PTF facilities and
                       selling the output of such generation;

               (d)     One group consisting of the remaining Participants, if
                       any, which (i) own PTF, (ii) are not engaged in electric
                       generation or distribution and do not participate in the
                       wholesale bulk power market, and (iii) are not
                       Related Persons of any other Participant; and

               (e)     One group consisting of the remaining Participants which
                       are investor-owned utilities subject to traditional
                       utility rate regulation or other Entities which do not
                       qualify to be included in any of the other four
                       groups.

        Notwithstanding the foregoing, any such Participant may elect to join a
        different group than the one to which it would be assigned under the
        foregoing provisions if this is acceptable to the members of the group
        it elects to join.  In the event any such Participant is a Related
        Person of another Participant which has the individual right to
        appoint one or two members of the Committee, the Participant shall be
        represented in the Committee by the member or members appointed by the
        Participant which is its Related Person and shall not be assigned to
        any of the five groups.

10.3    Terms of Members.  The member of the Regional Market Operations
        Committee appointed by the ISO shall serve until replaced by the ISO.
        Members of the Regional Market Operations Committee shall serve until
        replaced by the Participant or Participants which appointed them or
        until such Participant or Participants shall lose their status as
        Participants or otherwise lose the right to appoint the member.
        Appointment or replacement of a member shall be effected by the ISO or
        a Participant or group of Participants giving written notice of such
        appointment or replacement to the Secretary of the Regional Market
        Operations Committee.

10.4    Voting.  Each voting member of the Regional Market Operations Committee
        shall have one vote, which may be cast in person by the member or his
        alternate or by another person pursuant to a written proxy dated not
        more than one year previous to the meeting and delivered to the
        Secretary of the Regional Market Operations Committee at or prior to
        the meeting at which the proxy vote is cast.  If a Participant which
        has the individual right to appoint a member or members of the Regional
        Market Operations Committee both participates in the wholesale bulk
        power market and owns PTF, the member or members appointed by the
        Participant shall each be entitled to divide its vote on the basis
        specified in a notice given by it to the Secretary of the Committee at
        or prior to the meeting at which the vote is to be cast, to reflect the
        Participant's market and transmission interests.  In such case the
        portion of a member's vote reflecting its transmission interest may be
        cast by the member's alternate.

        The voting member appointed by a group may divide the member's vote on
        the basis specified in a notice given by it to the Secretary of the
        Committee at or prior to the meeting at which the vote is to be cast,
        to reflect the different positions of the members of the group.

        The adoption of actions by the Regional Market Operations Committee
        shall require affirmative votes by voting members aggregating at least
        60% of the number of votes which the members in attendance at a meeting
        at which a quorum is present are entitled to cast.  A majority of the
        voting members at any time shall constitute a quorum.

10.5    Alternates.  The ISO or a Participant or group of Participants may
        designate, by a written notice delivered to the Secretary of the
        Regional Market Operations Committee, an alternate for any member of
        the Regional Market Operations Committee appointed by the ISO or such
        Participant or group of Participants.  In the absence of the member,
        the alternate shall have all of the powers of the member, including the
        power to vote.

10.6    Officers.  At its annual meeting, the Regional Market Operations
        Committee shall elect from its voting members a Chair and a Vice-Chair;
        it shall also elect a Secretary who need not be a member.  These
        officers shall have the powers and duties usually incident to such
        offices.

10.7    Meetings.  The Regional Market Operations Committee shall hold its
        annual meeting in December or January at such time and place as the
        Chair shall designate and shall hold other meetings in accordance with
        a schedule adopted by the Regional Market Operations Committee or at
        the call of the Chair.  Any two members may call a special meeting of
        the Regional Market Operations Committee in the event that the Chair
        shall fail to call such a meeting within three business days following
        the Chair's receipt from such members of a request specifying the
        subject matters to be acted upon at the meeting.  In the event of
        emergency, any member may call a special meeting of the Regional Market
        Operations Committee to be held forthwith.  Any annual, special or
        other meeting of the Regional Market Operations Committee may be
        conducted by means of conference telephone or other communications
        equipment by means of which all persons participating in the meeting
        can hear each other.

10.8    Notice of Meetings.  Written notice of each meeting of the Regional
        Market Operations Committee shall be given to each member not less than
        three business days prior to the date of the meeting.  The notice shall
        normally specify the principal subject matters expected to be acted
        upon; provided, however, that no written notice shall be required
        for a meeting called in the event of an emergency, although the
        Secretary or the member calling the meeting shall use his or her best
        efforts to notify every member of the meeting.

10.9    Notice to Members of Management Committee.  Prior to the end of the
        fifth business day following a meeting of the Regional Market
        Operations Committee, the Secretary of the Regional Market Operations
        Committee shall give written notice to the ISO and each member of the
        Management Committee of any action taken by the Regional Market
        Operations Committee at such meeting.

10.10   Appeal of Actions to Management Committee.  The ISO or any Participant
        may appeal to the Management Committee any action taken by the Regional
        Market Operations Committee.  Such an appeal shall be taken prior to
        the end of the tenth business day following the meeting of the Regional
        Market Operations Committee to which the appeal relates by giving to
        the Secretary of the Management Committee a signed and written notice
        of appeal and by mailing a copy of the notice to the ISO and each
        member of the Management Committee.  Pending action on the appeal by
        the Management Committee, the filing of a notice of appeal as aforesaid
        shall suspend the action appealed from.

10.11   Appointment of Task Forces.  The Regional Market Operations Committee
        shall have the authority, within its budget or with the approval of the
        Management Committee if beyond its budget, to appoint task forces for
        particular studies and may name thereto available employees of
        Participants.

10.12   Consultants, Computer Time and Expenses.  The Regional Market
        Operations Committee shall have the authority, within its budget or
        with the approval of the Management Committee if beyond its budget, to
        retain the services of the ISO, to hire consultants, to procure
        computer time, and to incur such expenses as may be required
        to enable the Regional Market Operations Committee and its task forces
        properly to perform their duties.

10.13   Responsibilities.  The Regional Market Operations Committee, in
        conjunction with the ISO and the Regional Transmission Operations
        Committee, as appropriate, shall be responsible for the following:

               (a)     until the ISO is activated, supervising the scheduling
                       and coordination of the day-to-day operations of the
                       Participants' supply and demand-side resources and
                       transmission facilities and their arrangements with Non-
                       Participants;

               (b)     making or causing to be made, from time to time,
                       necessary studies and establishing or approving
                       dispatching procedures based thereon to assure
                       the reliable operation and facilitate the efficient
                       operation of the NEPOOL Control Area bulk power supply;

               (c)     performing the following:  (i) coordinating studies of,
                       and providing information to Participants on,
                       maintenance schedules for the supply and demand-side
                       resources and transmission facilities of the
                       Participants, (ii) until the ISO is activated,
                       establishing or approving maintenance schedules for the
                       supply and demand-side resources and transmission
                       facilities of the Participants and, to the extent
                       necessary, standards for durations for maintenance of
                       the supply and demand-side resources of the
                       Participants, and (iii) adopting and implementing
                       uniform rules or procedures, until the Second Effective
                       Date, for determining when a generating unit's outages
                       for maintenance shall be approved for Scheduled Outage
                       Service and for determining whether the applicable
                       Capability for a unit to be used in determining the
                       amount of a Participant's Scheduled Outage Service shall
                       be the unit's Reserve Capability or its Temporary
                       Reserve Capability;

               (d)     until the ISO is activated, supervising the maintenance
                       and operation of the NEPOOL control center;

               (e)     to the extent appropriate to assure the reliable
                       operation of the bulk power supply of NEPOOL
                       establishing or approving reasonable standards, criteria
                       and rules relating to protective equipment, switching,
                       voltage control, load shedding, emergency and
                       restoration procedures, and the operation and
                       maintenance of supply and demand-side resources
                       and transmission facilities of the Participants;

               (f)     determining the seasonal capabilities of each electric
                       generating unit or combination of units in which a
                       Participant has an Entitlement in a uniform manner
                       applying generally accepted engineering principles;

               (g)     determining as appropriate from time to time the current
                       Annual Peak, Adjusted Annual Peak, Monthly Peak,
                       Adjusted Monthly Peak, Installed Capability
                       Responsibility, Operable Capability Requirements, and
                       obligations for Energy, Operating Reserve and AGC, of
                       each Participant;

               (h)     until the Second Effective Date, determining the
                       Incremental Costs and Decremental Costs for each
                       generating unit in which a Participant has an
                       Entitlement under the varying circumstances affecting
                       such costs;

               (i)     establishing or approving market operation rules
                       governing the submission of Bid Prices and the
                       determination of prices for Installed Capability,
                       Operable Capability, Energy, each category of Operating
                       Reserve and AGC, and establishing or approving
                       appropriate billing procedures for transactions pursuant
                       to this Agreement; and

               (j)     calculating and equitably apportioning losses incurred
                       in connection with Interchange Transactions.

10.14   Further Powers and Duties.  The Regional Market Operations Committee
        shall have such further powers and duties as may be prescribed by the
        Management Committee or as set forth in this Agreement.

10.15   Development of Rules Relating to Non-Participant Supply and Demand-side
        Resources. It is recognized that arrangements between Participants and
        Non-Participants with respect to the Non-Participants' supply and
        demand-side resources may create special problems in the application of
        Sections 12 and 14.  Accordingly, the Regional Market Operations
        Committee shall analyze such special problems and develop appropriate
        rules for reflecting such facilities in the Installed or Operable
        System Capability of a Participant which enters into such an
        arrangement and for the treatment of such arrangements for Energy,
        Operating Reserve and AGC purposes.  Upon approval by the Regional
        Market Operations Committee, such rules shall supersede the provisions
        of Sections 12 and 14 (and the related definitions in Section 1) to the
        extent of any conflict therewith.

10.16   Joint Meetings with Regional Transmission Operations Committee.  The
        Regional Market Operations Committee is authorized and encouraged to
        hold its meetings, and to conduct studies and exercise its
        responsibilities, jointly with the Regional Transmission Operations
        Committee to the extent appropriate.

                                    SECTION 11
                    REGIONAL TRANSMISSION OPERATIONS COMMITTEE

11.1    Organization.  There shall be a Regional Transmission Operations
        Committee which shall be responsible for monitoring the operation of
        NEPOOL transmission and the administration of the Tariff.

11.2    Membership.  The Regional Transmission Operations Committee shall be
        constituted as follows: following its activation, the ISO shall have
        the right to appoint a non-voting member of the Committee; each
        Participant whose Voting Share equals or exceeds 3% of the aggregate
        Voting Shares of all Participants shall have the right to appoint one
        voting member of the Committee; the remaining Participants whose Voting
        Shares are less than 3% of the aggregate Voting Shares of all
        Participants shall be divided into the following five groups, with each
        having the right to appoint one voting member of the Committee:

               (a)     One group consisting of the remaining Participants which
                       are municipally-owned and cooperatively-owned
                       traditional utilities;

               (b)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in the business of owning or operating
                       generation facilities and selling the output of such
                       generation;

               (c)     One group consisting of the remaining Participants which
                       are not subject to traditional utility rate regulation
                       and which are engaged in the NEPOOL Control Area
                       principally in a business other than the business of
                       owning or operating PTF or generation facilities and
                       selling the output of such generation;

               (d)     One group consisting of the remaining Participants, if
                       any, which (i) own PTF, (ii) are not engaged in electric
                       generation or distribution and do not participate in the
                       wholesale bulk power market, and (iii) are not
                       Related Persons of any other Participant; and

               (e)     One group consisting of the remaining Participants which
                       are investor-owned utilities subject to traditional
                       utility rate regulation or other Entities which do not
                       qualify to be included in any of the other four
                       groups.

        Notwithstanding the foregoing, any such Participant may elect to join a
        different group than the one to which it would be assigned under the
        foregoing provisions if this is acceptable to the members of the group
        it elects to join.  In the event any such Participant is a Related
        Person of another Participant which has the individual right to
        appoint a member of the Committee, the Participant shall be represented
        in the Committee by the member appointed by the Participant which is
        its Related Person and shall not be assigned to any of the five groups.

11.3    Terms of Members.  The member of the Regional Transmission Operations
        Committee appointed by the ISO shall serve until replaced by the ISO.
        Members of the Regional Transmission Operations Committee shall serve
        until replaced by the Participant or Participants which appointed them
        or until such Participant or Participants cease to be Participants.
        Appointment or replacement of a member shall be effected by the ISO or
        a Participant or group of Participants by giving written notice of such
        appointment or replacement to the Secretary of the Regional
        Transmission Operations Committee.

11.4    Voting.  Each voting member of the Regional Transmission Operations
        Committee shall have one vote, which may be cast in person by the
        member or his alternate or by another person pursuant to a written
        proxy dated not more than one year previous to the meeting and
        delivered to the Secretary of the Regional Transmission Operations
        Committee at or prior to the meeting at which the proxy vote is cast.
        If a Participant which has the individual right to appoint a member of
        the Regional Transmission Operations Committee both participates in the
        wholesale bulk power market and owns PTF, the member appointed by the
        Participant shall be entitled to divide the member's vote on the basis
        specified in a notice given by it to the Secretary of the Committee at
        or prior to the meeting at which the vote is to be cast, to reflect its
        market and transmission interests.  In such case the portion of the
        member's vote reflecting its transmission interest may be cast by the
        member's alternate.

        The voting member appointed by a group may divide the member's vote on
        the basis specified in a notice given by it to the Secretary of the
        Committee at or prior to the meeting at which the vote is to be cast,
        to reflect the different positions of the members of the group.

        The adoption of actions by the Regional Transmission Operations
        Committee shall require affirmative votes of voting members aggregating
        at least 60% of the number of votes which the members in attendance at
        a meeting at which a quorum is present are entitled to cast.  A
        majority of the voting members at any time shall constitute a
        quorum.

11.5    Alternates.  The ISO or a Participant or group of Participants may
        designate, by a written notice delivered to the Secretary of the
        Regional Transmission Operations Committee, an alternate for any member
        of the Regional Transmission Operations Committee appointed by the ISO
        or such Participant or group of Participants.  In the absence of the
        member, the alternate shall have all of the powers of the member,
        including the power to vote.

11.6    Officers.  At its annual meeting, the Regional Transmission Operations
        Committee shall elect from its voting members a Chair and a Vice-Chair;
        it shall also elect a Secretary who need not be a member.  These
        officers shall have the powers and duties usually incident to such
        offices.

11.7    Meetings.  The Regional Transmission Operations Committee shall hold
        its annual meeting in December or January at such time and place as the
        Chair shall designate and shall hold other meetings in accordance with
        a schedule adopted by the Regional Transmission Operations Committee or
        at the call of the Chair.  Any two members may call a special meeting
        of the Regional Transmission Operations Committee in the event
        that the Chair shall fail to call such a meeting within three business
        days following the Chair's receipt from such members of a request
        specifying the subject matters to be acted upon at the meeting.  In the
        event of emergency, any member may call a special meeting of the
        Regional Transmission Operations Committee to be held forthwith.  Any
        annual, special or other meeting of the Regional Transmission
        Operations Committee may be conducted by means of conference telephone
        or other communications equipment by means of which all persons
        participating in the meeting can hear each other.

11.8    Notice of Meetings.  Written notice of each meeting of the Regional
        Transmission Operations Committee shall be given to each member not
        less than three business days prior to the date of the meeting.  The
        notice shall normally specify the principal subject matters expected to
        be acted upon; provided, however, that no written notice shall be
        required for a meeting called in the event of an emergency, although
        the Secretary or the member calling the meeting shall use his or her
        best efforts to notify every member of the meeting.

11.9    Notice to Members of Management Committee.  Prior to the end of the
        fifth business day following a meeting of the Regional Transmission
        Operations Committee, the Secretary of the Regional Transmission
        Operations Committee shall give written notice to the ISO and each
        member of the Management Committee of any action taken by the
        Regional Transmission Operations Committee at such meeting.

11.10   Appeal of Actions to Management Committee.  The ISO or any Participant
        may appeal to the Management Committee any action taken by the Regional
        Transmission Operations Committee.  Such an appeal shall be taken prior
        to the end of the tenth business day following the meeting of the
        Regional Transmission Operations Committee to which the appeal relates
        by giving to the Secretary of the Management Committee a signed and
        written notice of appeal and by mailing a copy of the notice to
        the ISO and each member of the Management Committee.  Pending action on
        the appeal by the Management Committee, the filing of a notice of
        appeal as aforesaid shall suspend the action appealed from.

11.11   Appointment of Task Forces.  The Regional Transmission Operations
        Committee shall have the authority, within its budget or with the
        approval of the Management Committee if beyond its budget, to appoint
        task forces for particular studies and may name thereto available
        employees of Participants.

11.12   Consultants, Computer Time and Expenses.  The Regional Transmission
        Operations Committee shall have the authority, within its budget or
        with the approval of the Management Committee if beyond its budget, to
        retain the services of the ISO, to hire consultants, to procure
        computer time, and to incur such expenses as may be required
        to enable the Regional Transmission Operations Committee and its task
        forces properly to perform their duties.

11.13   Responsibilities.  The Regional Transmission Operations Committee, in
        conjunction with the ISO and the Regional Market Operations Committee,
        as appropriate, shall be responsible for the following:

               (a)     until the ISO is activated, overseeing the scheduling
                       and coordination of the day-to-day operations of the
                       Participants' supply and demand-side resources and
                       transmission facilities;

               (b)     making or causing to be made, from time to time,
                       necessary studies and establishing or approving
                       procedures based thereon to assure the reliable
                       operation and facilitate the efficient operation of the
                       NEPOOL Control Area bulk power supply;

               (c)     coordinating studies of, and providing information to
                       Participants on, maintenance schedules for the supply
                       and demand-side resources and transmission facilities of
                       the Participants; and, until the ISO is activated,
                       establishing or approving procedures for scheduling the
                       maintenance of the supply and demand-side resources and
                       transmission facilities of the Participants;

               (d)     to the extent appropriate to assure the reliable
                       operation of the bulk power supply of the NEPOOL Control
                       Area, establishing or approving reasonable standards,
                       criteria and rules relating to protective equipment,
                       switching, voltage control, load shedding, emergency and
                       restoration procedures, and the operation and
                       maintenance of supply and demand-side resources and
                       transmission facilities of the Participants;

               (e)     establishing or approving appropriate billing procedures
                       for transmission service pursuant to this Agreement and
                       the Tariff; and

               (f)     until the ISO is activated, establishing procedures for,
                       and thereafter monitoring, the administration of the
                       Tariff and the reservation of transmission capacity
                       pursuant to the Tariff.

11.14   Further Powers and Duties.  The Regional Transmission Operations
        Committee shall have such further powers and duties as may be
        prescribed by the Management Committee or as set forth in this
        Agreement.

11.15   Joint Meetings with Regional Market Operations Committee.  The Regional
        Transmission Operations Committee is authorized and encouraged to hold
        its meetings, and to conduct studies and exercise its responsibilities,
        jointly with the Regional Market Operations Committee to the extent
        appropriate.

                                    PART THREE
                                MARKET PROVISIONS

                                    SECTION 12
                   INSTALLED CAPABILITY AND OPERABLE CAPABILITY
                             OBLIGATIONS AND PAYMENTS

12.1    Obligations to Provide Installed Capability and Operable Capability.

        (a)    Each Participant shall have Installed System Capability during
               each hour of each month at least sufficient to satisfy its
               Installed Capability Responsibility for the month.

        (b)    Each Participant shall have Operable System Capability in each
               hour at least sufficient to satisfy its Operable Capability
               Requirement for such hour.

12.2    Computation of Installed Capability Responsibilities.

        (a)    (1)     At the conclusion of each month, the Regional Market
                       Operations Committee shall determine each Participant's
                       tentative Installed Capability Responsibility in
                       Kilowatts for such month in accordance with the
                       following formula:

                              X   =   (P(A-N)+N{p})(1+T) + OTA

                       As used in this Section 12.2(a)(1), the symbols used in
                       the formula and the additional symbols defined below
                       have the following meanings:

                       X      is the Participant's tentative Installed
                              Capability Responsibility for the month.

                       P      is the value of the Participant's fraction for
                              the month as determined in accordance with the
                              following formula:

                              P  =   F{p}/F, wherein:

                              F{p}   is the Participant's Adjusted Monthly
                                     Peak for the month.

                              F      is the aggregate for the month of the
                                     Adjusted Monthly Peaks for all
                                     Participants.

                       A      is the NEPOOL Objective Capability in megawatts
                              for the month as fixed by the Management Committee
                              pursuant to Section 6.14(e).

                       N      is the aggregate of the New Unit Adjustments for
                              all Participants for the month as determined by
                              the Regional Market Operations Committee in
                              accordance with Section 12.2(a)(2).

                       N{p}   is the aggregate of the Participant's New Unit
                              Adjustments for the month, as determined by the
                              Regional Market Operations Committee, and is equal
                              to the aggregate of the Participant's adjustments
                              for each New Unit (as defined in Section 12.2(a))
                              included in its Installed System Capability during
                              the hour of the coincident peak load of the
                              Participants for the month.  The Participant's
                              adjustment for each New Unit may be positive or
                              negative and shall be the product of (i) the
                              Participant's Installed Capability Entitlement in
                              the New Unit during the hour of the coincident
                              peak load of the Participants for the month, times
                              (ii) the New Unit Adjustment Factor applicable to
                              the New Unit as determined in accordance with
                              Section 12.2(a)(2).

                       OTA    is the Participant's Outside Transaction
                              Adjustment for the month for all interfaces as
                              determined in accordance with Section 12.2(a)(3).

                       T      is the Participant's Unit Availability Adjustment
                              Factor for the month.  T may be positive or
                              negative and shall be determined in accordance
                              with the following formula:

                              T = (I-H) x J x R, wherein:
                                           100

                       I      for the Participant for the month is the
                              percentage which represents the weighted average
                              (using the Installed Capability of each
                              Entitlement for such month for the weighting) of
                              the Four Year Installed Capability Target
                              Availability Rates of the Installed Capability
                              Entitlements which are included in the
                              Participant's Installed System Capability during
                              the hour of the coincident peak load of the
                              Participants for the month.  The Four Year Target
                              Availability Rate for an Installed Capability
                              Entitlement for any month is the average of the
                              monthly Target Availability Rates for the
                              forty-eight months which comprise the period of
                              four consecutive calendar years ending within the
                              Power Year which includes such month, as
                              determined on the basis of the Target Availability
                              Rates for each of the forty-eight months, and as
                              applied on a basis which is consistent with the
                              fuel or maturity status of the unit for each of
                              the forty-eight months.  The Target Availability
                              Rates shall be those utilized by the Management
                              Committee in its most recent determination of
                              NEPOOL Objective Capability pursuant to Section
                              6.14(e).

                       H      for the Participant for the month is the
                              percentage which represents the weighted average
                              (using the Installed Capability of each Installed
                              Capability Entitlement for such month for the
                              weighting) of the Four Year Actual Availability
                              Rates of the Installed Capability Entitlements
                              which are included in the Participant's Installed
                              System Capability during the hour of the
                              coincident peak load of the Participants for the
                              month.  The Four Year Actual Availability Rate for
                              an Installed Capability Entitlement for any month
                              is the percentage which represents the average of
                              the amounts determined for H{1} for the four
                              applicable Twelve-Month Measurement Periods within
                              the forty-eight months which comprise the period
                              of four consecutive calendar years ending within
                              the Power Year which includes such month.  A
                              Twelve-Month Measurement Period is a period of
                              twelve sequential months.  For purposes of this
                              sequence, the first month in the four years and
                              the immediately succeeding months shall be
                              considered to follow the forty-eighth month in the
                              four-year period.  The four applicable
                              Twelve-Month Measurement Periods to be used in the
                              determination of H{1} for an Installed Capability
                              Entitlement shall be the four sequential
                              Twelve-Month Measurement Periods out of the twelve
                              possible combinations which yield the highest
                              H{1}.

                  H{1}        for an Installed Capability Entitlement in a unit
                              or combination of units for a Twelve-Month
                              Measurement Period is its Actual Availability
                              Rate.  The Actual Availability Rate of an
                              Installed Capability Entitlement for a
                              Twelve-Month Measurement Period is a percentage
                              and shall be the greater of:

                              (i)      the percentage of (a) the amount of 
                                       generation which could have been received
                                       with respect to the Installed Capability
                                       Entitlement if the unit or combination of
                                       units had been fully available at its
                                       full Installed Capability throughout the
                                       Twelve-Month Measurement Priod, which is
                                       represented by (b) the amount of
                                       generation which was actually available
                                       during such period, or

                              (ii)     the average Target Availability Rate
                                       expressed as a percentage for the
                                       Installed Capability Entitlement for the
                                       Twelve-Month Measurement Period less
                                       twenty percentage points.  The average
                                       Target Availability Rate of an Installed
                                       Capability Entitlement for a Twelve-Month
                                       Measurement Period is a percentage and is
                                       the average of the monthly Target
                                       Availability Rates for the months which
                                       comprise the Twelve-Month Measurement
                                       Period, as determined on the basis of the
                                       Target Availability Rates for each of the
                                       twelve months, and as applied on a basis
                                       which is consistent with the fuel or
                                       maturity status of the unit for each
                                       month in the Twelve- Month Measurement
                                       Period.  The Target Availability Rates
                                       shall be those utilized by the Management
                                       Committee in its most recent
                                       determination of NEPOOL Objective
                                       Capability pursuant to Section 6.14(e).

                       J      for the month is the estimated percentage point
                              change in NEPOOL Objective Capability which would
                              be required as a result of a one percentage point
                              change in the weighted average equivalent
                              availability rate of the generating units in which
                              the Participants have Installed Capability
                              Entitlements.  The value for J shall be adopted by
                              the Management Committee each time it fixes NEPOOL
                              Objective Capability pursuant to Section 6.14(e).

                       R      for the month is the phase-out factor for the
                              month, which shall be as follows:

                              R=0.75  for the Power Year beginning November 1, 
                                      1997.

                              R=0.50  for the Power Year beginning November 1,
                                      1998.

                              R=0.25  for the Power Year beginning November 1,
                                      1999.

                              R=0     for the Power Year beginning November 1, 
                                      2000 and all subsequent Power Years.

               (2)     A New Unit Adjustment Factor for a New Unit shall be
                       determined to assign the effects of the  New Unit on
                       NEPOOL Objective Capability to those Participants with
                       Entitlements in the New Unit.  (As used in this
                       Section, "New Unit" has the meaning specified for that
                       term in Section 15.27A of the Prior NEPOOL Agreement.)
                       The New Unit Adjustment Factor for each New Unit for
                       each month shall be determined by the Regional Market
                       Operations Committee in accordance with the following
                       formula:

                       n = R(K{1}(c-C) + K{2}(f-F) + K{3}(m-M) + K{4}(d-D) +
                           K{5}(f-F)c{2})

                       As used in this Section 12.2(a)(2), the symbols used in
                       the formula have the following meanings:

                       R      is the phase out factor as defined in Section
                              12.2(a)(1) above.

                       n      is the New Unit Adjustment Factor, expressed as a
                              fraction, for the month for a New Unit.

                       c      is the Winter Capability of the New Unit.

                       C      is the Winter Capability of the Proxy Unit, which
                              shall be the number of Kilowatts, as determined
                              by the Management Committee, which would result
                              in the NEPOOL Objective Capability being
                              approximately the same if the generating units in
                              which the Participants have Installed Capability
                              Entitlements were all units possessing Proxy Unit
                              characteristics.

                       f      is the equivalent forced outage rate of the New
                              Unit, expressed as a fraction of a year, utilized
                              in the determination by the Management Committee
                              of NEPOOL Objective Capability for the month.

                       F      is the equivalent forced outage rate of the Proxy
                              Unit.  F, a fraction, shall be the weighted
                              average equivalent forced outage rate (using the
                              Winter Capability of each generating unit for
                              such weighting) of the generating units in which
                              the Participants have Installed Capability
                              Entitlements, adjusted to compensate for the
                              rounding of the annual maintenance outage
                              requirement of the Proxy Unit.

                       m      is the four-year average annual maintenance
                              outage requirement of the New Unit, expressed as
                              a fraction of a year.  The data used to determine
                              m shall include the annual maintenance outage
                              requirements for the current Power Year and the
                              next three Power Years, as utilized for the New
                              Unit in the most recent determination by the
                              Management Committee of NEPOOL Objective
                              Capability pursuant to Section 6.14(e).

                       M      is the annual maintenance outage requirement of
                              the Proxy Unit.  M shall be a fraction, the
                              numerator of which shall be the number of weeks
                              (rounded to the nearest full number) that most
                              closely approximates the weighted four-year
                              average annual maintenance outage requirement
                              (using the Winter Capability of each generating
                              unit for such weighting) for the generating units
                              in which the Participants have Installed
                              Capability Entitlements, and the denominator of
                              which shall be 52 weeks.

                       d      is the summer derating of the New Unit, expressed
                              as a fraction of the Winter Capability of the New
                              Unit.

                       D      is the summer derating of the Proxy Unit.  D
                              shall be a fraction and shall be equal to the
                              weighted average fractional summer derating
                              (using the Winter Capability of each generating
                              unit for such weighting) of the generating units
                              in which the Participants have Installed
                              Capability Entitlements.

                       K{1}, K{2}, K{3}, K{4}, and K{5}

                              are conversion coefficients for each of the
                              Summer and Winter Periods, determined by
                              regression analysis such that the product
                              for the Installed Capability of a New Unit times
                              its New Unit Adjustment Factor approximates the
                              effect on NEPOOL Objective Capability of the New
                              Unit.

                       Proxy Unit characteristics and conversion coefficients
                       contained in the formula shall be adopted by the
                       Management Committee and reviewed every five years (or
                       more frequently if the Management Committee determines
                       that exceptional circumstances require an earlier
                       review) and revised as necessary.

                       If a New Unit has unique characteristics affecting
                       NEPOOL Objective Capability which are not adequately
                       reflected in the New Unit Adjustment Factor formula, the
                       Management Committee shall determine for such New Unit a
                       New Unit Adjustment Factor which accounts for
                       the New Unit's unique characteristics.

                       The New Unit Adjustment Factor for any Restricted Unit
                       for which proposed plans were submitted subsequent to
                       November 1, 1990 for review pursuant to Section 18.4 or
                       its predecessor section in the Prior NEPOOL Agreement
                       (or, in the case of a unit with a rated capacity of
                       less than 5MW, for which notification was first given to
                       NEPOOL subsequent to November 1, 1990) and for the
                       Peabody Municipal Light Plant's Waters River #2 unit
                       shall be determined in accordance with the formula
                       previously specified in Section 12.2(a)(2), modified as
                       follows:

                       n =    R(K{1}(c-C) + K{2}(f-F) + K{3}(m-M) + K{4}(d-D)
                              +K{5}(f-F)c{2}) + K{6}(2500-a)

                       The symbols used in the above formula, as modified,
                       shall have the meanings previously specified, except
                       that the symbols "K{6}" and "a" shall have the following
                       meanings:

                       K{6}   is a scaling factor of 0.0001.

                       a      is as follows:

                              for units with more than 2500 annual hours
                              available for operation, "a" = 2500,

                              for units with annual hours available for
                              operation between 500 and 2500, inclusive, "a" =
                              annual hours available for operation, and

                              for units with annual hours available for
                              operation less than 500 hours, "a" = -7500;

                       provided, however, that a Participant may elect to
                       avoid, in whole or part, the effect on its Installed
                       Capability Responsibility of a Restricted Unit's
                       availability being limited to 2500 hours or less a year
                       by agreeing to leave unfilled a portion of its
                       dispatchable load allocation in accordance with rules
                       adopted by the Regional Market Operations Committee.

               (3)     An Outside Transaction Adjustment (OTA) shall be
                       determined for each Participant for each month to assign
                       to the Participant the net impact on reliability in the
                       NEPOOL Control Area of its uses in the month of each
                       interface with a neighboring control area other than the
                       HQ Interconnection which is addressed in the definitions
                       in Part I through the use of transfer credits and
                       related adjustments.  When the Management Committee
                       determines the NEPOOL Objective Capability for the
                       month, it reduces the required NEPOOL Objective
                       Capability by taking into account the reliability
                       benefits of available transmission capacity in
                       interfaces with these neighboring control areas.  If the
                       Participant engages in transactions across the
                       interfaces ("External Transactions"), the result is an
                       increase or decrease in the reliability  benefits to the
                       entire region of such interfaces.  As a result, in order
                       to maintain the same level of reliability in the NEPOOL
                       Control Area, the minimum required NEPOOL Installed
                       Capability must be increased or decreased, as
                       appropriate.  The OTA is designed so that any such
                       increases or decreases in the minimum required NEPOOL
                       Installed Capability which result from External
                       Transactions are assigned to the Participants engaged in
                       such Transactions.  To calculate the OTA, the
                       External Transactions are divided into two broad types
                       of Transactions: (1) Transactions that were entered into
                       prior to December 1, 1996 with the New York Power
                       Authority (NYPA) to purchase preference power
                       produced by the Niagara and St. Lawrence hydroelectric
                       projects or by Vermont utilities with Hydro-Quebec and
                       NYPA to import up to 105 megawatts during the May
                       through October time period and 140 megawatts during the
                       November through April time period over the New
                       York PV-20 line (collectively, "Grandfathered Imports");
                       and (2) all other External Transactions ("Other External
                       Transactions").

                       At the conclusion of each month, the System Operator
                       shall identify all of the Participants that engaged in
                       Grandfathered Imports and Other External Transactions
                       for the month.  For each Participant, the System
                       Operator shall determine an OTA in accordance with the
                       following formula:

                       OTA =  [OC{g }x (GI{i}/GI)] +  [OC{o }x (IP{i}/NP)] -
                       [OC{o} x (XP{i}/NP)], wherein

                       OTA    is the Participant's Outside Transaction
                              Adjustment for the month;

                       OC{g   }is the increase in NEPOOL Objective Capability
                              for the month in Kilowatts that would have
                              resulted, from the Grandfathered Imports, if
                              there were no Other External Transactions for the
                              month;

                       GI{i   }is the amount in Kilowatts of the Participant's
                              Grandfathered Imports for the month that qualify
                              as Installed Capability Entitlements for the
                              Participant;

                       GI     is the aggregate in Kilowatts of all
                              Participants' Grandfathered Imports for the month
                              that qualify as Installed Capability
                              Entitlements;

                       OC{o   }is the increase, if any, in NEPOOL Objective
                              Capability for the month in Kilowatts that
                              resulted, after taking into account Grandfathered
                              Imports, from the net imports of all Participants
                              that were net importers in the month under Other
                              External Transactions, minus the net exports of
                              all Participants that were net exporters for the
                              month under Other External Transactions;

                       IP{i   }is the amount, if any, in Kilowatts of Installed
                              Capability of the Participant's net imports for
                              the month under Other External Transactions;

                       NP     is the aggregate in Kilowatts for the month for
                              all Participants that were net importers under
                              Other External Transactions of their net imports
                              of Installed Capability under Other External
                              Transactions, minus the aggregate in Kilowatts
                              for the month for all Participants that were net
                              exporters under Other External Transactions of
                              their net exports of Installed Capability
                              Entitlements under Other External Transactions;
                              and

                       XP{i   }is the amount, if any, in Kilowatts of Installed
                              Capability of the Participant's net exports for
                              the month under Other External Transactions.

                       If NP is zero or negative for a month, the second and
                       third bracketed terms, which both relate to OC{o}, shall
                       be equal to zero and the Participant's OTA for the month
                       shall be affected only by its Grandfathered Imports, if
                       any.

        (b)    The tentative Installed Capability Responsibilities of the
               Participants for any month, as determined in accordance with
               Section 12.2(a), shall be adjusted in accordance with this
               Section 12.2(b) in the event the value of H for any Participant
               for any of the Twelve-Month Measurement Periods applicable to
               the Participant for the month is increased in accordance with
               Section 12.2(a) because of the application of paragraph (ii) of
               the definition of H{1}.  In such event the Regional Market
               Operations Committee shall determine each Participant's
               tentative Installed Capability Responsibility for the month with
               and without the application of said paragraph (ii).  The
               difference between the sum of all Participants' tentative
               Installed Capability Responsibilities, with and without the
               application of said paragraph (ii) for the month, shall be added
               to the tentative Installed Capability Responsibilities of the
               Participants, as determined in accordance with Section 12.2(a),
               in proportion to said tentative Installed Capability
               Responsibilities, thereby establishing each Participant's
               adjusted tentative Installed Capability Responsibility for the
               month.

        (c)    For each month, the Regional Market Operations Committee shall
               determine the sum of all Participants' adjusted tentative
               Installed Capability Responsibilities, as initially determined
               in accordance with Section 12.2(a) and as adjusted in
               accordance with Section 12.2(b), if Section 12.2(b) is
               applicable for such month.  If the sum is less than, or equal
               to, the minimum NEPOOL Installed Capability during the month,
               then the adjusted tentative Installed Capability Responsibility
               as determined pursuant to Section 12.2(a) or 12.2(b), whichever
               is applicable, for each Participant is the final Installed
               Capability Responsibility for each Participant.  If the sum is
               greater than such minimum NEPOOL Installed Capability, then each
               Participant's final Installed Capability Responsibility shall be
               its adjusted tentative Installed Capability Responsibility
               as determined pursuant to Section 12.2(a) or 12.2(b), whichever
               is applicable, multiplied by the ratio of the minimum NEPOOL
               Installed Capability during the month to the sum of the adjusted
               tentative Installed Capability Responsibilities for the month.

        (d)    It is recognized that the treatment of fuel conversions, dual
               fuel units, immature units, new Installed Capability
               Entitlements, cogeneration and small power-producing facilities,
               Unit Contracts and other contract arrangements, units with
               unusual maintenance cycles, and various other matters can result
               in special problems in the determination of Unit Availability
               Adjustment Factors and New Unit Adjustments.  Accordingly, the
               Regional Market Operations Committee shall analyze such special
               problems and develop appropriate market operation rules to be
               applied in taking such matters into account in the determination
               of Unit Availability Adjustment Factors and New Unit
               Adjustments.

12.3    Computation of Operable Capability Requirements.

        For each hour, the Regional Market Operations Committee shall determine
        each Participant's Operable Capability Requirement in Kilowatts in
        accordance with the following formula:

                       OP{p} = EL{p} + OR{p}

        As used in this Section 12.3, the symbols used in the formula have the
        following meanings:

               OP{p}   is the Participant's Operable Capability Requirement for
                       the hour.

               EL{p}   is the Participant's Electrical Load during the hour.

               OR{p}   is the amount (in Kilowatts) of Operating Reserve which
                       the Participant was required to provide during the hour,
                       as determined in accordance with Section 14.1(b).

12.4    Bids to Furnish Installed Capability or Operable Capability.  Each
        Participant shall submit to or have on file with the System Operator,
        in accordance with the market operation rules approved by the Regional
        Market Operations Committee, one or more bids specifying the Bid Price
        and Kilowatt amount at which it will furnish any and all surplus
        Installed System Capability for a month or Operable System Capability
        for an hour through NEPOOL to other Participants.  If no bid is
        submitted for a month for any surplus Installed System Capability or
        for any hour for any surplus Operable System Capability, the Bid Price
        for any such surplus for which there are no bids shall be deemed to be
        zero.

12.5    Consequences of Deficiencies in Installed Capability Responsibility.

        (a)    At the conclusion of each month, the System Operator shall
               determine whether each Participant has satisfied its Installed
               Capability Responsibility obligation for the month.  If the
               minimum monthly Installed System Capability of a Participant
               during the month was less than its Installed Capability
               Responsibility, the number of Kilowatts of its deficiency shall
               be computed and the Participant shall be deemed to purchase from
               other Participants through NEPOOL Kilowatts of surplus Installed
               System Capability equal to the amount of its deficiency and
               shall pay to NEPOOL for the month any applicable market-based
               charges assessed pursuant to Section 19.2 plus the product of
               its total Kilowatts of deficiency and the Installed Capability
               Clearing Price for the month determined in accordance with
               Section 12.5(b).  For purposes of this Section 12, the minimum
               monthly Installed System Capability of a Participant for a month
               is the Participant's lowest Installed System Capability for any
               hour during the month.  Retirements made on the last day of any
               month shall not be deducted from Installed System Capability for
               that month.

        (b)    At the end of each month, the System Operator shall determine
               the Installed Capability Clearing Price for the month as
               follows:

               (i)     The System Operator shall determine the aggregate
                       Kilowatt shortage of  Installed System Capability for
                       the month for all Participants that did not satisfy
                       their Installed Capability Responsibilities for that
                       month.

               (ii)    The System Operator shall rank in the order of lowest to
                       highest Bid Price all Bid Prices received from
                       Participants having excess Installed System Capability
                       for the month.

               (iii)   For each Participant, its Installed System Capability
                       with the lowest Bid Prices shall be deemed to have been
                       furnished first, to the extent required, to meet its
                       Installed Capability Responsibility.  Any remainder
                       starting with the lowest Bid Prices shall be deemed to
                       have been furnished, to the extent required, to other
                       Participants under this Agreement to meet their
                       shortages of Installed System Capability for the
                       month.

               (iv)    The Installed Capability Clearing Price for the month
                       shall equal the highest Bid Price for Installed System
                       Capability that is deemed in accordance with Section
                       12.5(b)(iii) to have been furnished to another
                       Participant for the month.

12.6    Consequences of Deficiencies in Operable Capability Requirements.

        (a)    For each hour, the System Operator shall determine whether each
               Participant has satisfied its Operable Capability Requirement
               obligation for that hour.  If the minimum Operable System
               Capability of a Participant during any hour was less than its
               Operable Capability Requirement, the number of Kilowatts of its
               deficiency shall be computed and the Participant shall be deemed
               to purchase from other Participants through NEPOOL Kilowatts of
               surplus Operable System  Capability equal to the amount of its
               deficiency and shall pay for the hour any applicable uplift
               charge assessed under Section 14.15 and any applicable
               market-based charges assessed pursuant to Section 19.2 plus the
               product of its Kilowatt deficiency for the hour and the Operable
               Capability Clearing Price for the hour determined in accordance
               with Section 12.6(b).  The minimum Operable System Capability of
               a Participant for an hour is equal to the Participant's lowest
               Operable System Capability at any time during the hour.

        (b)    For each hour, the System Operator shall determine the Operable
               Capability Clearing Price as follows:

               (i)     The System Operator shall determine the aggregate
                       Kilowatt shortage of  Operable System Capability for the
                       hour for all Participants that did not satisfy their
                       Operable Capability Requirements in that hour.

               (ii)    The System Operator shall rank in the order of lowest to
                       highest Bid Price all Bid Prices received from
                       Participants having excess Operable System Capability
                       for the hour.

               (iii)   For each Participant, its Operable System Capability
                       with the lowest Bid Prices shall be deemed to have been
                       furnished first, to the extent required, to meet its
                       Operable Capability Requirement.  Any remainder
                       starting with the lowest Bid Prices shall be deemed to
                       have been furnished, to the extent required, to other
                       Participants under this Agreement to meet their
                       shortages of Operable System Capability for that hour.

               (iv)    The Operable Capability Clearing Price for the hour
                       shall be equal to the highest Bid Price for Operable
                       System Capability that is deemed in accordance with
                       Section 12.6(b)(iii) to have been furnished to another
                       Participant in the hour.

12.7    Payments to Participants Furnishing Installed Capability and Operable
        Capability.

        (a)    Participants that are deemed pursuant to Section 12.5 to furnish
               any surplus in their Installed System Capability to other
               Participants shall receive therefor their pro rata shares on a
               Kilowatt basis of all payments made by Participants under
               Section 12.5, excluding any applicable market-based charges
               assessed pursuant to Section 19.2.  If two or more Participants
               with excess Installed System Capability have bid Kilowatts at
               the Installed Capability Clearing Price, but not all the excess
               Installed System Capability bid at such price is required to
               meet shortages of Installed System Capability, then the excess
               Installed System Capability bid at the Installed Capability
               Clearing Price that each such Participant shall be deemed to
               have furnished shall be the Kilowatts of excess Installed System
               Capability bid by the Participant at that price multiplied by
               the ratio of (i) the total Kilowatts of excess Installed System
               Capability bid at the Installed Capability Clearing Price needed
               to meet the shortages to (ii) the total Kilowatts of excess
               Installed System Capability bid by all Participants at the
               Installed Capability Clearing Price.

        (b)    Participants that are deemed pursuant to Section 12.6 to furnish
               any surplus in their Operable System Capability to other
               Participants shall receive therefor their pro rata shares on a
               Kilowatt basis of all payments made by Participants under
               Section 12.6, excluding any applicable uplift charges assessed
               under Section 14.15 and any applicable market-based charges
               assessed pursuant to Section 19.2.  If two or more Participants
               with excess Operable System Capability in an hour have bid
               Kilowatts at the Operable Capability Clearing Price, but not all
               the excess Operable System Capability bid at such price is
               required to meet shortages of Operable System Capability, then
               the excess Operable System Capability bid at the Operable
               Capability Clearing Price that each such Participant shall be
               deemed to have furnished shall be the Kilowatts of excess
               Operable System Capability bid by the Participant at that price
               multiplied by the ratio of  (i) the total Kilowatts of excess
               Operable System Capability bid at the Operable Capability
               Clearing Price needed to meet the shortages to (ii) the
               Kilowatts of excess Operable System Capability bid by all
               Participants at the Operable Capability Clearing Price.

                                    SECTION 13
                     OPERATION, GENERATION, OTHER RESOURCES,
                           AND INTERRUPTIBLE CONTRACTS

13.1    Maintenance and Operation in Accordance with Good Utility Practice.
        Each Participant shall, to the fullest extent practicable, cause all
        generating facilities and other resources owned or controlled by it to
        be designed, constructed, maintained and operated in accordance with
        Good Utility Practice.

13.2    Central Dispatch.  Subject to the following sentence, each Participant
        shall, to the fullest extent practicable, subject all generating
        facilities and other resources owned or controlled by it to central
        dispatch by the System Operator; provided, however, that each
        Participant shall at all times be the sole judge as to whether or not
        and to what extent safety requires that at any time any of such
        facilities will be operated at less than full capacity or not at all.
        Each Participant may remove from central dispatch a generating facility
        or other resources owned or controlled by it if and to the extent such
        removal is permitted by rules and standards approved by the Management
        Committee.

13.3    Maintenance and Repair.  Each Participant shall, to the fullest extent
        practicable:  (a) cause generating facilities and other resources owned
        or controlled by it to be withdrawn from operation for maintenance and
        repair only in accordance with maintenance schedules reported to and
        published by the System Operator from time to time in accordance with
        procedures established or approved by the Regional Market Operations
        Committee, (b) restore such facilities to good operating condition with
        reasonable promptness, and (c) accelerate or delay maintenance and
        repair at the reasonable request of the System Operator in accordance
        with market operation rules approved by the Regional Market Operations
        Committee.

13.4    Objectives of Day-to-Day System Operation.  The day-to-day scheduling
        and coordination through the System Operator of the operation of
        generating units and other resources shall be designed to assure the
        reliability of the bulk power system of the NEPOOL Control Area.  Such
        activity shall:

               (a)     satisfy the NEPOOL Control Area's Operating Reserve
                       requirements, including the proper distribution of those
                       Operating Reserves;

               (b)     satisfy the Automatic Generation Control requirements of
                       the NEPOOL Control Area; and

               (c)     satisfy the Energy requirements of all Electrical Loads
                       of the Participants.

        all at the lowest practicable aggregate dispatch cost to the NEPOOL
        Control Area in light of available Bid Prices and Participant-directed
        schedules.

13.5    Satellite Membership.  Each Participant which is responsible for the
        operation of transmission facilities rated 69 kV or above in the NEPOOL
        Control Area or generating units and other resources which are subject
        to central dispatch by NEPOOL, or which is responsible for implementing
        voltage reduction and load shedding procedures in the NEPOOL Control
        Area, shall become a member of the appropriate satellite dispatching
        center; provided that by mutual agreement among the affected
        Participants and the appropriate satellite, a Participant may be
        excused from joining the satellite if it has arranged with a satellite
        member to assume responsibility to the satellite for its facilities or
        obligations.

                                    SECTION 14
                             INTERCHANGE TRANSACTIONS

14.1    Obligation for Energy, Operating Reserve and Automatic Generation
        Control.

        (a)    Each Participant shall have for each hour an Energy obligation
               equal to its Electrical Load plus the kilowatthours delivered by
               such Participant pursuant to Firm Contracts or System Contracts
               to other Participants for resale as appropriate in accordance
               with Section 14.7(a), together with any associated electrical
               losses.

        (b)    Each Participant shall have for each hour Operating Reserve
               obligations equal to its share of the quantity of each category
               of Operating Reserve required for the NEPOOL Control Area in the
               hour.

               Subject to adjustment pursuant to Section 14.6, a Participant's
               share of each category of Operating Reserve required for any
               hour shall be determined in accordance with the following
               formula:

                       OR{p}=SA{p} + [(OR-SA) (EL{p}/EL)], wherein

                       OR{p}  is the Participant's share of that category of
                              Operating Reserve for the hour.

                       SA{p}  is the number of Kilowatts, if any, of that
                              category of Operating Reserve for the hour that
                              the Regional Market Operations Committee
                              determines should be assigned specifically to
                              such Participant and not be shared by all
                              Participants.

                       OR     is the aggregate number of Kilowatts of that
                              category of Operating Reserve determined by the
                              System Operator in accordance with the directions
                              of the Regional Market Operations Committee to be
                              required for the NEPOOL Control Area for the
                              hour that is not assigned to Non-Participants.

                       SA     is the aggregate number of Kilowatts of that
                              category of Operating Reserve for the hour that
                              the Regional Market Operations Committee
                              determines should not be shared by all
                              Participants, but not including Operating Reserve
                              assigned to Non-Participants.

                       EL{p}  is the Participant's Electrical Load for the
                              hour.

                       EL     is the sum of EL{p} for all Participants.

        (c)    Each Participant shall have at all times an AGC obligation equal
               to its share of AGC required for the NEPOOL Control Area for the
               hour, as determined in accordance with the following formula:

                       AGC{p} = AGC (EL{p}/EL), wherein

                       AGC{p} is the Participant's share of AGC for the hour.

                       AGC    is the total amount of AGC determined by the
                              System Operator in accordance with market
                              operation rules approved by the Regional
                              Market Operations Committee to be required for
                              the NEPOOL Control Area for the hour that is not
                              assigned to Non-Participants.

                       EL{p}  and EL are as defined in Section 14.1(b).

14.2    Obligation to Bid or Schedule, and Right to Receive Energy, Operating
        Reserve and Automatic Generation Control.

               (a)     A Participant which has Energy Entitlements shall submit
                       to or have on file with the System Operator, in
                       accordance with the market operation rules approved by
                       the Regional Market Operations Committee, one or
                       more bids for the Energy Entitlements for which the
                       Participant is permitted to bid specifying the Bid Price
                       at which it will furnish Energy through NEPOOL to other
                       Participants under this Agreement or to Non-Participants
                       for ancillary services under the Tariff, except to the
                       extent such Entitlements are scheduled by the
                       Participant consistent with Section 14.2(d).

               (b)     A Participant which has Operating Reserve Entitlements
                       or AGC Entitlements shall also submit to or have on file
                       with the System Operator, in accordance with the market
                       operation rules approved by the Regional Market
                       Operations Committee, one or more bids for each such
                       unit for which the Participant is permitted to bid
                       specifying the Bid Prices at which it will furnish
                       10-Minute Spinning Reserve, 10-Minute Non-Spinning
                       Reserve, 30-Minute Operating Reserve and/or AGC
                       through NEPOOL to other Participants under this
                       Agreement or to Non-Participants for ancillary services
                       under the Tariff, except to the extent such Entitlements
                       are scheduled by the Participant consistent with
                       Section 14.2(d).  Prior to the Third Effective Date,
                       Participants' rights and obligations to submit bids for
                       Operating Reserve Entitlements in 10-Minute Spinning
                       Reserve shall be limited to Entitlements in
                       hydroelectric generating units and pumped storage
                       hydroelectric generating units.

               (c)     Except as emergency circumstances may result in the
                       System Operator requiring load curtailments by
                       Participants, each Participant shall be entitled to
                       receive from the other Participants (or from the service
                       made available from Non-Participants pursuant to
                       arrangements entered into under Section 14.6) such
                       amounts, if any, of Energy, Operating Reserve, and AGC
                       as it requires and Non-Participants shall be entitled to
                       receive from Participants the amount of ancillary
                       services to which they are entitled pursuant to the
                       Tariff.  If, for any hour, load curtailments are
                       required, the amount that Participants and Non-
                       Participants with shortages are entitled to receive
                       shall be proportionally reduced by the System Operator
                       in a fair and non-discriminatory manner in light of the
                       circumstances.

               (d)     All Bid Prices for Entitlements in a generating unit or
                       units shall be submitted in accordance with market
                       operation rules approved by the Regional Market
                       Operations Committee.  If a Bid Price is not submitted
                       for any such Entitlement, the Bid Price shall be deemed
                       to be zero.  For a generating unit in which there are
                       multiple Entitlement holders, only one Participant shall
                       be permitted to submit Bid Prices for Energy,
                       Operating Reserve and/or AGC Entitlements for such unit
                       or to direct the scheduling of the unit for any
                       Scheduled Dispatch Period.  The Entitlement holders in
                       each unit with multiple Entitlement holders shall
                       designate a single Participant that will be permitted to
                       submit Bid Prices and/or to direct the scheduling of the
                       unit.  In the event that more than one Participant is
                       designated, or if the Entitlement holders do not
                       designate a single Participant, then Bid Prices for the
                       unit shall be based on its replacement cost of fuel,
                       which shall be furnished to the System Operator by the
                       Participant responsible for furnishing such information
                       as of December 1, 1996.  Further, any schedules for the
                       unit will be submitted to the System Operator by such
                       Participant. Nothing in this Agreement shall affect the
                       rights of any Entitlement holder under the contractual
                       arrangements among such Entitlement holders relating to
                       the unit.

                       Prior to the Third Effective Date, Bid Prices must be
                       submitted for the next Scheduled Dispatch Period for all
                       Energy, Operating Reserve and AGC Entitlements in
                       generating unit or units and rights to receive
                       Energy Entitlements pursuant to Firm Contracts or System
                       Contracts which may be sold in accordance with Section
                       14.7(a) no later than noon on the preceding day or such
                       later time as specified in the market operation rules
                       approved by the Regional Market Operations Committee.
                       On and after the Third Effective Date, such Bid Prices
                       shall be submitted for each hour of the day and the
                       notice for such Bid Prices shall be reduced to one hour
                       or such shorter time as the System Operator determines
                       from time to time is practical while maintaining
                       reliability and meeting its other obligations to the
                       Participants, except that such notice shall be longer
                       than one hour if and to the extent that the System
                       Operator reasonably determines that such notice is the
                       shortest notice that is technically feasible at that
                       time to maintain reliability and meet its other
                       obligations to the Participants.  The System Operator
                       shall notify the Participants following its receipt of
                       all Bid Prices of the expected dispatch schedule for the
                       next Scheduled Dispatch Period.  The System Operator
                       shall reduce the notice required for Bid Prices and the
                       applicable Scheduled Dispatch Period to the minimum time
                       technically and practically feasible while maintaining
                       reliability and meeting its other obligations to the
                       Participants.

                       Energy, Operating Reserve and/or AGC Entitlements in a
                       generating unit or units may also be scheduled directly
                       by the Participants permitted to submit Bid Prices for
                       such Entitlements, but only in accordance with
                       this Section 14.2(d) and market operation rules approved
                       by the Regional Market Operations Committee consistent
                       herewith.  Subject to the right of the System Operator
                       to direct changes to schedules in order to ensure
                       reliability in the NEPOOL Control Area or any
                       neighboring control area, a Participant permitted to bid
                       its Energy, Operating Reserve, and/or AGC Entitlements
                       in a generating unit or units, or required to
                       make Energy deliveries, may submit an hour-to-hour
                       schedule for the operation or dispatch of such
                       Entitlements during a Scheduled Dispatch Period on or
                       before the time that Bid Prices are required to be
                       submitted for such period.  In addition, prior to the
                       Third Effective Date, a Participant permitted to bid a
                       unit may submit a short-notice schedule for the
                       operation or dispatch of any or all of the Energy
                       available from such unit during the current and
                       subsequent Scheduled Dispatch Period following the time
                       that the System Operator notifies the appropriate
                       Participants of their expected Entitlement commitments
                       for that Scheduled Dispatch Period; provided that, for
                       each such short-notice schedule, the Participant has not
                       been advised by the System Operator that the
                       Entitlements covered by such schedule are expected to be
                       used during the Scheduled Dispatch Period to meet the
                       region's Energy, Operating Reserve and/or AGC
                       requirements, and provided further that the Participant
                       short-notice schedule is only to facilitate transactions
                       during such period from resources or to load located
                       outside the NEPOOL Control Area; and provided further
                       that such notice is furnished at least one hour in
                       advance of the start of the transaction.  In addition, a
                       Participant may, on such same short notice, schedule
                       System Contracts with Non-Participants from resources or
                       to load located outside of the NEPOOL Control Area.

14.3    Amount of Energy, Operating Reserve and Automatic Generation Control
        Received or Furnished.

        (a)    For purposes of Sections 14.4, 14.5, and 14.8, the amount of
               Energy which a Participant is deemed to receive or furnish in
               any hour shall be the amount of its Adjusted Net Interchange.
               If the Adjusted Net Interchange is negative, the Participant
               shall be deemed to be receiving Energy in the hour.  If the
               Adjusted Net Interchange is positive, the Participant shall be
               deemed to be furnishing Energy in the hour.

        (b)    For purposes of Sections 14.4, 14.5, and 14.9, prior to the
               Third Effective Date:  the amount of each category of Operating
               Reserve which a Participant is deemed to receive in any hour is
               the Kilowatts of such Operating Reserve assigned to the
               Participant for the hour under Section 14.1(b) less any
               Kilowatts provided in the hour by the Participant in accordance
               with the market operation rules approved by the Regional Market
               Operations Committee to meet any Operating Reserve requirements
               that were specifically assigned to it and not shared by all
               Participants; the amount of Operating Reserve of each category
               that the Participant is deemed to have furnished under the
               Agreement in the hour is the amount of such Operating Reserve
               designated by the System Operator to be provided in the hour by
               the Participant's applicable Operating Reserve Entitlements,
               minus any Kilowatts used in the hour by the Participant in
               accordance with the market operation rules to meet any Operating
               Reserve requirements that were specifically assigned to it and
               not shared by all Participants.  For purposes of Sections 14.4,
               14.5, and 14.9, on and after the Third Effective Date, the
               amount of each category of Operating Reserve which a Participant
               is deemed to have received or furnished in any hour is the
               difference between the Kilowatts of such Operating Reserve
               assigned to the Participant for the hour under Section 14.1(b)
               and the Kilowatts of such Operating Reserve designated by the
               System Operator to be provided in the hour by the Participant's
               applicable Operating Reserve Entitlements.

        (c)    For purposes of Sections 14.4, 14.5, and 14.10, prior to the
               Third Effective Date, the amount of AGC which a Participant is
               deemed to have received in an hour is the AGC assigned to the
               Participant for the hour under Section 14.1(c), and the amount a
               Participant is deemed to have furnished in the hour is the
               AGC designated by the System Operator to be provided in the hour
               by the Participant's AGC Entitlements.  For purposes of Sections
               14.4, 14.5, and 14.10, on and after the Third Effective Date,
               the amount of AGC which a Participant is deemed to have received
               or furnished in an hour is the difference between the AGC
               assigned to the Participant for the hour under Section 14.1(c)
               and the AGC designated by the System Operator to be provided in
               the hour by the Participant's AGC Entitlements.

14.4    Payments by Participants Receiving Energy Service, Operating Reserve
        and Automatic Generation Control.

        (a)    For every hour in which a Participant's Adjusted Net Interchange
               is negative, the number of megawatthours of its Energy
               deficiency shall be computed and the Participant shall pay for
               the hour the product of its total megawatthours of deficiency
               and the Energy Clearing Price applicable for the hour as
               determined in accordance with Section 14.8, together with any
               uplift charges assessed to the Participant under Sections 14.14
               or 14.15 and any applicable market-based charges assessed
               pursuant to Section 19.2.

        (b)    For every hour in which a Participant is deemed to receive
               Operating Reserve of any category in accordance with Section
               14.3(b), the number of Kilowatts it is deemed to receive for the
               hour in each category shall be computed.  The Participant shall
               pay therefor for the hour any applicable uplift charge assessed
               under Section 14.15 and any applicable market-based charges
               assessed pursuant to Section 19.2 plus the product of (i) the
               aggregate amount paid to Participants for that category of
               Operating Reserve for the hour pursuant to Section 14.5(b)
               and (ii) a fraction of which the numerator is the Kilowatts of
               that category of Operating Reserve deemed under Section 14.3(b)
               to have been received by the Participant for the hour and the
               denominator is the aggregate Kilowatts of that category of
               Operating Reserve deemed under Section 14.3(b) to have been
               received by all Participants for the hour.

        (c)    For every hour in which a Participant is deemed under Section
               14.3(c) to have received AGC, the amount it is deemed to receive
               shall be computed and the Participant shall pay therefor any
               applicable uplift charge assessed under Section 14.15 and any
               applicable market-based charges assessed pursuant to Section
               19.2 plus the product of (i) the aggregate amount paid to
               Participants for AGC for the hour pursuant to Section 14.5(c)
               and (ii) a fraction of which the numerator is the AGC the
               Participant is deemed under Section 14.3(c) to have received for
               the hour and the denominator is the aggregate amount of AGC all
               Participants are deemed under Section 14.3(c) to have received
               for the hour.

14.5    Payments to Participants Furnishing Energy Service, Operating Reserve,
        and Automatic Generation Control.

        (a)    Subject to the provisions of Section 14.12, a Participant that
               is deemed in an hour to furnish Energy service to other
               Participants pursuant to Section 14.3, or to Non-Participants
               for ancillary services under the Tariff or pursuant to
               arrangements entered into under Section 14.6, shall receive for
               each megawatthour furnished by it the Energy Clearing Price for
               the hour determined in accordance with Section 14.8 or the Bid
               Price for that megawatthour, if higher than the Energy Clearing
               Price and the unit is either within the Energy Clearing Price
               Block (as defined in Section 14.8(c)) or is operated out of
               merit if such higher Bid Price is appropriately paid pursuant to
               market operation rules governing out-of-merit generation
               approved by the Regional Market Operations Committee.  In
               addition, to the extent that the System Operator reduces Energy
               production from a generating unit or units in order to provide
               VAR support, Participants with Entitlements in such unit or
               units may receive their lost opportunity costs if and to the
               extent provided for by market operation rules approved by the
               Regional Market Operations Committee.

        (b)    A Participant that is deemed in an hour to furnish Operating
               Reserve to other Participants pursuant to Section 14.3(b), or to
               Non-Participants for ancillary services under the Tariff, shall
               receive for each Kilowatt of each category of Operating Reserve
               furnished by it the applicable Operating Reserve Selling
               Price as defined and determined in accordance with Section 14.9
               or the Bid Price to provide such Kilowatt, if higher than the
               Operating Reserve Selling Price for the hour.

        (c)    A Participant that is deemed in an hour to furnish AGC to other
               Participants pursuant to Section 14.3(c), or to Non-Participants
               for ancillary services under the Tariff, shall receive therefor
               the sum of (i) the AGC Clearing Price for the hour as defined
               and determined in accordance with Section 14.10 times the level
               and duration of AGC ramping which was actually provided by the
               Participant's AGC Entitlements, and (ii) for each of the
               Participant's AGC Entitlements that the System Operator
               designated in the hour for AGC, an AGC reservation payment
               calculated as the product of (A) the AGC Clearing Price in
               effect for the hour, times (B) the AGC Ramp Rate for the
               Entitlement, times (C) the portion of the hour during which the
               System Operator had designated the Entitlement for AGC.

14.6    Energy Transactions with Non-Participants.

        (a)    The Management Committee is authorized to enter into contracts
               on behalf of and in the names of all Participants (i) with power
               pools or other entities in one or more other control areas to
               purchase or furnish emergency Energy (and related services) that
               is available for the System Operator to schedule in order to
               ensure reliability in the NEPOOL Control Area or neighboring
               control areas, and (ii) with Non-Participants pursuant to which
               ancillary services will be provided by the Participants pursuant
               to the Tariff.  The terms of any such contractual arrangement
               shall not require the furnishing of emergency service to
               any other control area until the service needs of all
               Participants have been provided for with the least expensive
               resources practicable.  Energy purchased in any hour from Non-
               Participants under a contract entered into pursuant to this
               Section 14.6(a) shall be deemed to be furnished to, and paid for
               by, Participants entitled to or requiring such Energy in the
               hour pursuant to this Section 14 at the higher of the Energy
               Clearing Price for the hour or the price paid to the Non-
               Participant for the Energy.

        (b)    The Regional Market Operations Committee is authorized to
               provide for the day-to-day scheduling through the System
               Operator of the HQ Phase II Firm Energy Contract, in accordance
               with the HQ Use Agreement, as if the Contract were a contract
               covering Energy transactions with a Non-Participant entered
               into pursuant to Section 14.6(a).  The HQ Phase II Firm Energy
               Contract shall not be deemed a Firm Contract for purposes of
               this Agreement.  Energy received in an hour from Hydro-Quebec
               pursuant to the HQ Energy Banking Agreement, and Energy
               purchased in any hour from Hydro-Quebec pursuant to the HQ Phase
               II Firm Energy Contract or any other HQ Contract shall be
               deemed to be Energy furnished to each Participant entitled to
               such Energy for the hour in the amount reflected for the
               Participant in the System Operator's scheduling of Energy
               deliveries in the hour from Hydro-Quebec; except that
               emergency Energy received from Hydro-Quebec under the HQ
               Interconnection Agreement shall be deemed to be Energy provided
               to (and shall be paid for by) Participants requiring such
               emergency Energy in the hour.  The System Operator shall
               schedule such Energy deliveries to accommodate, to the
               maximum extent possible, the schedule of Energy deliveries from
               Hydro-Quebec requested by the Participant.  The Participants
               deemed to have received such Energy shall pay therefor the
               higher of the Energy Clearing Price (together with any
               applicable uplift charges under Sections 14.14 and/or 14.15 and
               any applicable market-based charges assessed pursuant to Section
               19.2) or the price paid to Hydro-Quebec for the Energy (or in
               the case of Energy received under the HQ Energy Banking
               Agreement, the price paid for the related Energy deliveries to
               Hydro-Quebec under the Agreement and any amount payable to
               Hydro-Quebec with respect to the transaction).

14.7    Participant Purchases Pursuant to Firm Contracts and System Contracts.

        (a)    For Firm Contracts and System Contracts, the treatment of
               Installed Capability, Operable Capability, Energy, Operating
               Reserve and AGC between the seller and the purchaser in
               determining their respective responsibilities and Entitlements
               shall be as agreed between the parties and reported to the
               System Operator in accordance with market operation rules
               approved by the Regional Market Operations Committee.

        (b)    In the event a Participant has a right to receive Operable
               Capability, Energy, Operating Reserve and/or AGC from a Non-
               Participant under a System Contract, or a Firm Contract, and the
               Contract permits the scheduling of deliveries of such Operable
               Capability, Energy, Operating Reserve and/or AGC to be subject,
               in whole or part, to central dispatch through the System
               Operator in accordance with market operation rules approved by
               the Regional Market Operations Committee, such right to receive
               Operable Capability, Energy, Operating Reserve and/or AGC shall
               be treated for purposes of Section 14 as nearly as possible as
               if it were a Unit Contract for an Operable Capability
               Entitlement, Energy Entitlement, Operating Reserve Entitlements,
               and/or AGC Entitlement, as applicable.

14.8    Determination of Energy Clearing Price.

        For each hour, the System Operator shall determine the Energy Clearing
        Price as follows:

        (a)    The System Operator shall rank in the order of lowest to highest
               (i) the Dispatch Prices derived from the Bid Prices to furnish
               Energy in the hour and (ii) the cost to NEPOOL of any Energy
               received from Non-Participants in the hour pursuant to contracts
               referenced in Section 14.6.

        (b)    The Energy Clearing Price shall be the weighted average of the
               Dispatch Prices (or NEPOOL cost) of the "Energy Clearing Price
               Block" as defined in the next sentence.  The Energy Clearing
               Price Block shall be identified for each hour in accordance with
               market operation rules approved by the Regional Market
               Operations Committee to reflect those resources with the highest
               Dispatch Prices or NEPOOL cost that were centrally dispatched by
               the System Operator for Energy deemed to have been furnished to
               the Participants, excluding resources that were dispatched out
               of merit as determined in accordance with market operation rules
               approved by the Regional Market Operations Committee.

14.9    Determination of Operating Reserve Selling Price and Clearing Price.

        (a)    For each hour as necessary, the System Operator shall determine
               the Operating Reserve Clearing Price for each category of
               Operating Reserve as follows:

               (i)     The System Operator shall determine the aggregate
                       Kilowatts of the applicable category of Operating
                       Reserve that are deemed pursuant to Section 14.3(b) to
                       have been received by Participants for the hour.

               (ii)    For 10-Minute Non-Spinning Reserve and 30-Minute
                       Operating Reserve, the System Operator shall rank in the
                       order of lowest to highest the Bid Prices of the
                       resources designated by the System Operator for that
                       category of Operating Reserve for the hour.  The
                       applicable Operating Reserve Clearing Price for 10-
                       Minute Non-Spinning Reserve or 30-Minute Operating
                       Reserve shall be the weighted average of the highest
                       Bid Prices for the 1000 Kilowatts (or such other number
                       as may be specified by the Regional Market Operations
                       Committee) of that category of Operating Reserve that
                       are designated by the System Operator for use in the
                       hour.

               (iii)   For 10-Minute Spinning Reserve the System Operator shall
                       rank in order of lowest to highest the sum for each
                       Operating Reserve Entitlement of (A) the Bid Price for
                       such Entitlement and (B) the lost opportunity costs
                       (as defined in Section 14.9(d)(ii)).  The Operating
                       Reserve Clearing Price for 10-Minute Spinning Reserve
                       shall be the weighted average for the 1000 Kilowatts (or
                       such other number as may be specified by the Regional
                       Market Operations Committee) of the highest sums for the
                       hour of the Entitlements that were designated by the
                       System Operator for use in the hour.

        (b)    The Operating Reserve Selling Price for any hour for each
               Kilowatt of 10-Minute Non-Spinning Reserve and 30-Minute
               Operating Reserve deemed to be furnished by a Participant in the
               hour pursuant to Section 14.3(b) shall be the applicable
               Operating Reserve Clearing Price determined in accordance with
               Section 14.9(a).

        (c)    Prior to the Third Effective Date, the Operating Reserve Selling
               Price for any hour for each Kilowatt of 10-Minute Spinning
               Reserve deemed to be furnished by a Participant from one of its
               generating units designated for the hour by the System Operator
               for 10-Minute Spinning Reserve pursuant to Section 14.3(b)
               shall be an amount equal to the sum of the "Lost Opportunity
               Clearing Price" and the lost opportunity cost (as defined in
               Section 14.9(d)(ii)), if any, for the generating unit, both as
               determined pursuant to Section 14.9(d) below.  On and
               after the Third Effective Date, the Operating Reserve Selling
               Price for an hour for 10-Minute Spinning Reserve shall be the
               applicable Operating Reserve Clearing Price for that hour.

        (d)    Prior to the Third Effective Date, for each hour, the System
               Operator shall determine a Lost Opportunity Clearing Price for
               use in determining the Operating Reserve Selling Price for 10-
               Minute Spinning Reserve.  A Lost Opportunity Clearing Price
               shall be calculated for every hour as follows:

               (i)     The System Operator shall determine the Kilowatts of 10-
                       Minute Spinning Reserve that it designated and required
                       for the hour.

               (ii)    For that hour, the System Operator shall rank in order
                       of lowest to highest the lost opportunity costs for
                       generating units designated by the System Operator to
                       provide 10-Minute Spinning Reserve in the hour.
                       For purposes of this Section 14.9, the lost opportunity
                       cost for a Participant's generating unit shall be the
                       amount by which the Energy Clearing Price for the hour
                       exceeds the unit's Dispatch Price (not less than zero),
                       plus, in the case of hydroelectric generating facilities
                       and pumped storage hydroelectric generating facilities,
                       the Bid Price in the hour for each facility to provide
                       10-Minute Spinning Reserve.

               (iii)   The Lost Opportunity Clearing Price for an hour shall be
                       the weighted average of the highest 1000 Kilowatts (or
                       such other number as may be specified by the Regional
                       Market Operations Committee) of lost opportunity costs
                       for generating units that were designated by the System
                       Operator to provide 10-Minute Spinning Reserve in the
                       hour.

14.10   Determination of AGC Clearing Price.

        For each hour, the System Operator shall determine the AGC Clearing
        Price.  The AGC Clearing Price shall be the weighted average of the Bid
        Prices for the "AGC Clearing Price Block," as defined in the next
        sentence.  The AGC Clearing Price Block shall be identified for each
        hour in accordance with market operation rules approved by the Regional
        Market Operations Committee to reflect those AGC resources with the
        highest Bid Prices that were designated by the System Operator for use
        as AGC in the hour and were deemed pursuant to Section 14.3(c) to have
        been received by Participants for the hour.

14.11   Funds to or from which Payments are to be Made.

               (a)     All payments for Energy, Operating Reserve or AGC
                       furnished or received, all uplifts paid pursuant to this
                       Section 14, and all market-based charges assessed
                       pursuant to Section 19.2 and paid in any month
                       shall be allocated through the Pool Interchange Fund as
                       follows:

                       Step One.  For each week in which Energy is delivered or
                       received under the HQ Energy Banking Agreement, all
                       payments with respect to transactions under that
                       Agreement shall be made to or from the Energy
                       Banking Fund provided for in Section 14.11(b).

                       Step Two.  (i) For each week in which Pre-Scheduled
                       Energy (as defined in the HQ Phase I Energy Contract) is
                       purchased pursuant to the HQ Phase I Energy Contract,
                       the aggregate amount which is paid by each Participant
                       pursuant to Section 14.6(b) for such Energy shall be
                       determined and paid on the Participant's account into
                       the Phase I Savings Fund.

                       (ii) For each week in which Energy is purchased pursuant
                       to the HQ Phase II Firm Energy Contract, the aggregate
                       amount which is paid by each Participant pursuant to
                       Section 14.6(b) for such Energy shall be determined and
                       paid on the Participant's account into the Phase II
                       Savings Fund.

                       Step Three.  For each week in which Other HQ Energy is
                       purchased pursuant to the HQ Phase I Energy Contract or
                       Energy is purchased pursuant to the HQ Interconnection
                       Agreement, the aggregate amount paid by each Participant
                       pursuant to Section 14.6(b) for such Energy shall be
                       determined.  Such amount shall be allocated between the
                       Participant's share of the Phase I Savings Fund and the
                       Participant's share of the Phase II Savings Fund created
                       under the HQ Use Agreement in the same ratio as (A) the
                       sum of (x) the number of kilowatthours of Other HQ
                       Energy deemed to be purchased by the Participant during
                       the week and (y) the HQ Phase I Percentage of the number
                       of kilowatthours deemed to be purchased by the
                       Participant under the HQ Interconnection Agreement
                       during the week, bears to (B) the HQ Phase II Percentage
                       of the number of kilowatthours purchased under the HQ
                       Interconnection Agreement during the week.

                       Step Four.  The balance remaining in the Pool
                       Interchange Fund after Steps One through Three shall be
                       retained in the Pool Interchange Fund for the month and
                       shall be used and disbursed after each month in the
                       following order:

                       (i)    amounts owed to Non-Participants (other than
                              Hydro-Quebec) for the month under contracts
                              entered into with them pursuant to Section
                              14.6(a) shall first be paid;

                       (ii)   amounts paid by Participants for applicable
                              market-based charges assessed pursuant to Section
                              19.2 shall be used to reduce NEPOOL expenses; and

                       (iii)  amounts owed to Participants for the month
                              pursuant to Section 14.5 shall then be paid.

               (b)     HQ Energy Banking Fund.  All amounts allocated to the HQ
                       Energy Banking Fund for each month shall be used and
                       disbursed as follows:

                       (i)    Participants which furnish Energy for delivery to
                              Hydro-Quebec under the HQ Energy Banking
                              Agreement shall receive therefor from their share
                              of the Energy Banking Fund the amount to
                              which they are entitled for such service in
                              accordance with Section 14.5.

                       (ii)   amounts required to be paid to Hydro-Quebec under
                              the HQ Energy Banking Agreement shall be paid
                              from the shares of the Fund of the Participants
                              engaging in transactions under the HQ Energy
                              Banking Agreement for the month in accordance
                              with their respective interests in the
                              transactions for the month.  If there is not
                              enough in any such share, the Participants with
                              the deficient shares shall be billed and pay into
                              their shares of the Fund the amounts required for
                              payments to Hydro-Quebec.

                       (iii)  subject to the remaining provisions of this
                              Section, at the end of each month any balance
                              remaining in each Participant's share of
                              the HQ Energy Banking Fund shall be paid to the
                              Escrow Agent under the HQ Use Agreement to be
                              held and disbursed by it through the Phase I
                              Savings Fund and Phase II Savings Fund
                              created under the HQ Use Agreement, and shall be
                              allocated between the Participant's share of said
                              Funds as follows:

                              (A)  the balance remaining in the Participant's
                                   share of the HQ Energy Banking Fund for the
                                   month shall be divided by the number of
                                   kilowatthours deemed to be received by the
                                   Participant under the HQ Energy Banking
                                   Agreement during the month to determine an
                                   average savings amount per kilowatthour;

                              (B)  for any hour during the month in which the
                                   number of kilowatthours received by NEPOOL
                                   under the HQ Energy Banking Agreement
                                   exceeded the HQ Phase I Transfer Capability,
                                   an amount equal to (A) the Participant's
                                   share of the excess of (1) the number of
                                   kilowatthours received over (2) the HQ Phase
                                   I Transfer Capability times (B) the average
                                   savings amount per kilowatthour determined
                                   for that Participant under (i) above shall be
                                   allocated to the Phase II Savings Fund; and

                              (C)  the remaining balance of the Participant's
                                   share of the HQ Energy Banking Fund for the
                                   month shall be allocated to the Phase I
                                   Savings Fund.

                       It is recognized that, in view of the time which may
                       elapse between the delivery of Energy to or by Hydro-
                       Quebec in an Energy Banking transaction under the HQ
                       Energy Banking Agreement and the return of the Energy,
                       the amounts of Energy delivered to and received from
                       Hydro-Quebec, after adjustment for losses, may not be in
                       balance at the end of a particular month.

                       Further, if as of the end of any month and after
                       adjustment for electrical losses, the cumulative amount
                       of Energy so received from Hydro-Quebec exceeds the
                       amount so delivered, the aggregate amount paid by
                       Participants for the excess Energy pursuant to Section
                       14.6(b) shall be paid to the Energy Banking Fund.  The
                       Escrow Agent under the HQ Use Agreement shall hold and
                       invest these funds.  On the return of the excess
                       Energy to Hydro-Quebec, the amount so held by the Escrow
                       Agent shall be repaid to Hydro-Quebec and Participants
                       in accordance with the Energy Banking Agreement.

               (c)     Phase I HQ Savings Fund.  The aggregate amount allocated
                       to each Participant's share of the Phase I HQ Savings
                       Fund for each month shall be used, first, to pay to
                       Hydro-Quebec the amount owed to it for the month for
                       Energy furnished under the Phase I HQ Energy Contract
                       and the HQ Phase I Percentage of the amount owed to it
                       for the month for Energy furnished to the Participants
                       under the HQ Interconnection Agreement.  The balance of
                       the amount allocated to the Fund for the month shall be
                       paid to the Escrow Agent under the HQ Use Agreement
                       to be held and disbursed by it through the Phase I HQ
                       Savings Fund created thereunder in accordance with each
                       Participant's contribution to such balance.

               (d)     Phase II HQ Savings Fund.  The aggregate amount
                       allocated to the Phase II HQ Savings Fund for each month
                       shall be used, first, to pay to Hydro-Quebec the amount
                       owed to it for the month for Energy deemed to be
                       furnished to the Participant under the Phase II HQ Firm
                       Energy Contract and the HQ Phase II Percentage of the
                       amount owed to it for the month for Energy deemed to be
                       furnished to the Participant under the HQ
                       Interconnection Agreement.  The balance of the amount
                       allocated to the Fund for the month shall be paid to the
                       Escrow Agent under the HQ Use Agreement to be held and
                       disbursed by it through the Phase II HQ Savings Fund
                       created thereunder in accordance with each Participant's
                       contribution to such balance.

14.12   Development of Rules Relating to Nuclear and Hydroelectric Generating
        Facilities, Limited-Fuel Generating Facilities, and Interruptible
        Loads.

        It is recognized that the central dispatch of Energy available from
        nuclear generating facilities and from pondage associated with
        hydroelectric generating facilities and from interruptible loads and of
        pumping Energy for pumped storage hydroelectric generating facilities
        and other limited-fuel generating facilities involves special problems
        which must be resolved to assure fair and non-discriminatory treatment
        of Participants having Entitlements in such generating facilities or
        having such interruptible loads or any other Participants involved in
        such transactions.  Accordingly, the Regional Market Operations
        Committee shall analyze such special problems and develop appropriate
        rules for dispatching such facilities (including, but not limited to,
        bids for dispatchable pumping load at pumped storage facilities), for
        handling such interruptible loads and for paying for Operable
        Capability, Energy, Operating Reserve and AGC involved in such
        transactions on a basis consistent with the principles underlying this
        Section 14; and upon approval by the Management Committee such rules
        shall supersede the provisions of Sections 12 and 14 to the extent of
        any conflict.

14.13   Dispatch and Billing Rules During Energy Shortages.  It is recognized
        that Energy shortages can result in special problems which must be
        resolved to assure that dispatch and billing provisions do not prevent
        achievement of the objectives specified in Section 13.4.  Accordingly,
        the Regional Market Operations Committee shall analyze such special
        problems and develop appropriate dispatch and billing rules to be
        applied during periods when the Management Committee determines that
        there is, or is anticipated to be, an Energy shortage which adversely
        affects the bulk power supply of the NEPOOL Control Area and any
        adjoining areas served by Participants.  Upon approval by the
        Management Committee, such rules shall supersede the economic dispatch
        and billing provisions of this Agreement to the extent of any conflict
        therewith for the duration of such Energy shortage period.

14.14   Congestion Uplift.  If limitations in available transmission capacity
        in any hour require that the System Operator dispatch out-of-merit
        resources that are bid by the Participants, the System Operator shall
        determine for the constrained transmission area the aggregate of the
        differences for all of the out-of-merit resources between their
        Dispatch Prices and the Energy Clearing Price for the hour ("Congestion
        Costs"). The amount so determined shall be the Congestion Costs for
        that constrained area in the hour.

        Such Congestion Costs shall be allocated to and paid by Participants
        and Non-Participants as a congestion uplift as follows:

        (a)    In accordance with market operation rules approved by the
               Regional Market Operations Committee, the System Operator shall
               identify for each Participant and Non-Participant the difference
               in megawatthours, if any, between (i) Electrical Load served in
               the constrained area and transactions with Non-Participants
               occurring in the hour which utilized the constrained interface
               to import Energy into, or move Energy through, the constrained
               area and (ii) in-merit Energy Entitlements located in the
               constrained area that were used to serve such Electrical Load or
               obligation to Non-Participants, taking into account Firm
               Contracts and System Contracts between Participants and
               electrical losses, if and as appropriate.

        (b)    The System Operator shall identify for each Participant and Non-
               Participant the megawatthours, if any, of the rights of that
               Participant or Non-Participant to use the then effective
               transfer capability across the constrained interface.

        (c)    the System Operator shall identify for each Participant and Non-
               Participant the megawatthours, if any, by which the amount
               determined pursuant to clause (a) above for that Participant or
               Non-Participant exceeds the amount determined for that
               Participant or Non-Participant pursuant to clause (b) above.  If
               the clause (a) amount exceeds the clause (b) amount, the
               Participant or Non-Participant will be deemed to have received
               Energy from out-of-merit generation because of congestion, and
               shall be responsible for paying a share of the aggregate
               Congestion Costs in proportion to the Participant's or Non-
               Participant's share of the aggregate amount of such excesses for
               all Participants and Non-Participants.
14.15   Additional Uplift Charges.  It is recognized that the System Operator
        may be required from time to time to dispatch resources out of merit
        for reasons other than those covered by Section 14.14.  Accordingly, if
        and to the extent appropriate, feasible and practical, dispatch and
        operational costs shall be categorized and allocated as uplift
        costs to those Participants and Non-Participants that are responsible
        for such costs.  Such allocations shall be determined in accordance
        with market operation rules that are consistent with this Agreement and
        any applicable regulatory requirements and approved by the Regional
        Market Operations Committee.

                                    PART FOUR
                             TRANSMISSION PROVISIONS

                                    SECTION 15
                       OPERATION OF TRANSMISSION FACILITIES

15.1    Definition of PTF.  PTF or pool transmission facilities are the
        transmission facilities rated 69 kV or above owned by Participants
        required to allow Energy from significant power sources to move freely
        on the New England transmission network, and include:

        (1)    All transmission lines rated 69 kV and above, except:

               (a)     Those which are required to serve local load only,
                       thereby contributing little or no parallel capability to
                       the interconnected system.

               (b)     Generator leads, which are defined as transmission from
                       a generation bus to the nearest significant load bus or
                       radial transmission from a generator bus to the nearest
                       point on the interconnected network.

               (c)     Lines that are normally operated open.

        (2)    Necessary linkages (includes substation facilities such as
               transformers, circuit breakers and associated equipment)
               required to interconnect the lines which constitute PTF.

        (3)    If a Participant with significant generation in its transmission
               and distribution system (initially 25 MW) is connected to the
               New England network and none of the transmission facilities
               owned by the Participant qualify to be included in PTF as
               defined in (1) and (2) above, then such Participant's connection
               to PTF will constitute PTF if both of the following requirements
               are met for this connection:

               (a)     The connection is rated 69 kV or above.

               (b)     The connection is the principal transmission link
                       between the Participant and the remainder of the New
                       England PTF network.

        The Regional Transmission Planning Committee shall review at least
        annually the status of transmission lines and related facilities and
        determine whether such facilities constitute PTF and shall prepare and
        keep current a schedule of PTF facilities.

               The following examples indicate the intent of the above
               definitions:

                       (i)    Radial tap lines to local load are excluded.

                       (ii)   Lines which loop (supply from more than one
                              substation) a load bus into the interconnected
                              network are included.

                       (iii)  Lines which loop (supply to more than one
                              substation) a generator bus into the
                              interconnected network are included.

                       (iv)   Radial connections or connections from a
                              generating station to a single substation on the
                              interconnected network are excluded unless the
                              requirements of paragraph 3 above are met.

               Transmission facilities owned by a Related Person of a
               Participant which are rated 69 kV or above and are required to
               allow Energy from significant power sources to move freely on
               the New England transmission network shall also constitute PTF
               provided (i) such Related Person files with the Secretary of the
               Management Committee its consent to such treatment; and (ii) the
               Management Committee determines that treatment of the facility
               as PTF will facilitate accomplishment of NEPOOL's objectives.
               If a facility constitutes PTF pursuant to this paragraph, it
               shall be treated as "owned" by a Participant for purposes of
               the Tariff and the other provisions of  Part Four of the
               Agreement.

15.2    Maintenance and Operation in Accordance with Good Utility Practice.
        Each Participant which owns or operates PTF or other transmission
        facilities rated 69 kV or above shall, to the fullest extent
        practicable, cause all such transmission facilities owned or operated
        by it to be designed, constructed, maintained and operated in
        accordance with Good Utility Practice.

15.3    Central Dispatch.  Each Participant which owns or operates PTF or other
        transmission facilities rated 69 kV or above shall, to the fullest
        extent practicable, subject all such transmission facilities owned or
        operated by it to central dispatch by the System Operator; provided,
        however, that each Participant shall at all times be the sole judge
        as to whether or not and to what extent safety requires that at any
        time any of such facilities will be operated at less than their full
        capability or not at all.

15.4    Maintenance and Repair.  Each Participant shall, to the fullest extent
        practicable: (a) cause transmission facilities owned or operated by it
        to be withdrawn from operation for maintenance and repair only in
        accordance with maintenance schedules reported to and published by the
        System Operator in accordance with procedures approved or established
        by the Regional Transmission Operations Committee from time to time,
        (b) restore such facilities to good operating condition with reasonable
        promptness, and (c) in emergency situations, accelerate maintenance and
        repair at the reasonable request of the System Operator in accordance
        with rules approved or established by the Regional Transmission
        Operations Committee.

15.5    Additions to or Upgrades of PTF.  The need for an addition to or
        upgrade for PTF may be determined in connection with an application or
        request for service under the Tariff, or may be separately identified
        by a NEPOOL committee, a Participant or the System Operator.  In
        accordance with the Tariff, if it is likely that a Direct Assignment
        Facility will be required, a study to assess available transmission
        capacity and, if necessary, a System Impact Study and a Facilities
        Study shall be performed by the affected Participant in whose Local
        Network the addition or upgrade would be effected and may be effected
        by the Participant in any other case, subject to review by the System
        Operator.  A study may also be conducted by the Regional Transmission
        Planning Committee and/or the System Operator with review of the study
        by the System Operator if it does not perform the study.  Studies to
        assess available transmission capacity and System Impact Studies and
        Facilities Studies shall be conducted in accordance with the applicable
        methodology specified in Attachments C and D to the Tariff and the
        procedures specified in the Tariff with respect to the payment of the
        costs of the study shall apply.

        If the studies conducted in connection with an application or request
        for service under the Tariff, or as part of a separate review by a
        Participant, the Regional Transmission Planning Committee or the System
        Operator, indicate that new facilities or a facility modification or
        other upgrade of PTF facilities are necessary to ensure adequate,
        economic and reliable operation of the bulk power supply systems of the
        Participants for regional purposes, whether or not a particular
        customer is benefited, one or more Participants or other entities, may
        be designated by the Regional Transmission Planning Committee, subject
        to review by the System Operator, to design or effect the construction
        or modification. The Participants shall be obligated to support all of
        the carrying costs of the facility which are not designated for support
        by particular Participants or Non-Participants as Direct Assignment
        Facilities or on some other basis in accordance with the Tariff or by
        mutual agreement, on a load ratio share basis during the Transition
        Period and thereafter as part of the Annual Transmission Revenue
        Requirements to be paid through the Regional Network Service rate.

        In determining the support obligations ("Support Shares") for a
        particular PTF upgrade or addition, the Regional Transmission Planning
        Committee, subject to review by the System Operator, may determine that
        the proposed facilities exceed regional system and regulatory or other
        public requirements.  In such a case, the Regional Transmission
        Planning Committee, subject to review by the System Operator, may
        require the Participant in whose Local Network the addition or upgrade
        is to be effected, to bear the excess cost and include it in the costs
        to be recovered under the Participant's Local Network Service tariff.

        In fixing the support obligations of a PTF addition or upgrade, the
        Regional Transmission Planning, subject to review by the System
        Operator, may require that a portion or all of the costs be paid by
        particular users.  The designation of the users of a particular
        facility supporting the facility may be changed by the Regional
        Transmission Planning Committee, subject to review by the System
        Operator, from time to time as the use changes.

        Upon the designation of a Participant or other entity to design and
        effect a PTF addition or upgrade and the fixing of the support payments
        to be made by the Participants and Non-Participants, the designated
        Participant or other entity shall, subject to Sections 18.4 and 18.5
        and the receipt of any necessary public approvals or permits and the
        acquisition of any required rights of way or other property, use its
        best efforts to effect the proposed construction or modification.

        The terms of the support arrangement for a particular PTF addition or
        upgrade with respect to continued support of the facility in the event
        of a termination of NEPOOL, the cancellation of the project due to a
        failure to obtain regulatory approvals or permits or required rights of
        way or other property, or action to terminate the project before its
        completion for whatever reason shall be determined by agreement between
        the designated Participant(s) or other entity and the Regional
        Transmission Planning Committee, subject to review by the System
        Operator, as a part of the designation process on a case-by-case basis.

                                    SECTION 16
                               SERVICE UNDER TARIFF

16.1    Effect of Tariff.  The Tariff specifies the terms and conditions under
        which the Participants will provide regional transmission service
        through NEPOOL.  This Section 16 specifies various rights and
        obligations with respect to the revenues to be collected by NEPOOL for
        the Participants under the Tariff and related matters.  The usage in
        this Section 16 of terms which are defined in the Tariff and not
        otherwise defined in this Agreement is in accordance with the
        definitions of such terms in the Tariff.

16.2    Obligation to Provide Regional Service.  The Participants which own PTF
        shall collectively provide through NEPOOL regional transmission service
        over their PTF facilities, and the facilities of their Related Persons
        which constitute PTF in accordance with Section 15.1, to other
        Participants and other Eligible Customers pursuant to the Tariff.  The
        Tariff provides open access for all of the types of regional
        transmission service required by Participants and other Eligible
        Customers over PTF and it is intended to be the only source of such
        service, except for service provided for Excepted Transactions.

16.3    Obligation to Provide Local Network Service.  Each Participant which
        owns the PTF or other transmission facilities shall provide Local
        Network Service to other Participants or other Eligible Customers
        connected to the Transmission Provider's transmission system pursuant
        to a tariff (a "Local Network Service Tariff") filed by the
        Transmission Provider with the Commission.  A Participant is also
        obligated to provide Local Point-to-Point Service under its Local
        Network Service Tariff or otherwise, to permit a Participant or other
        Entity with an Entitlement in a generating unit in the Participant's
        Local Network to deliver the output of the generating unit to an
        interconnection point on PTF.

        A Local Network Service tariff shall provide:

        (i)    for a pro rata allocation of monthly revenue requirements
               between the Participant which is the Transmission Provider and
               the Participants and other Eligible Customers receiving service
               under the tariff on the basis of their loads during the hour in
               the month in which the total connected load to the Local
               Network is at its maximum, without any adjustment for credits
               for generation;

        (ii)   for the recovery under the Local Network Service tariff of that
               portion of the Transmission Provider's Annual Transmission
               Revenue Requirements with respect to PTF which is not recovered
               through the distribution of revenues from Regional Network
               Service pursuant to Section 16.6(a);

        (iii)  that where all or a part of the load of a Participant or other
               Eligible Customers taking service under the tariff is connected
               directly to PTF, the Participant or other Eligible Customers
               receiving the service shall pay each Year during the Transition
               Period for such service with respect to the load solely
               connected to PTF the percentage specified in the schedule below
               of the applicable Local Network Service charge for service
               across non-PTF transmission facilities and shall have no
               obligation to pay charges for service across non-PTF
               transmission facilities with respect to that portion of the
               connected load after the Transition Period, but shall continue
               to pay its share of any other Local Network Service costs
               directly associated with the PTF-connected load; provided that
               in the event of any inconsistency between the foregoing
               provisions and the terms of any Excepted Transaction which is
               listed in Attachment G-1 to the Tariff, the Excepted Transaction
               shall control:

                Year One     Year Two    Year Three    Year Four     Year Five
% of charge       100%          80%          60%          40%           20%
to be paid



        (iv)   that if the Transmission Provider provides Tie Benefit Service,
               amounts received by it from NEPOOL pursuant to Section 16.6 out
               of revenues received for such service shall reduce its Local
               Network Service revenue requirements;

        (v)    that if the Transmission Provider receives a distribution
               pursuant to Section 16.6 from NEPOOL out of revenues paid for
               Through or Out Service, the amounts received shall reduce its
               Local Network Service revenue requirements;

        (vi)   that if the Transmission Provider receives transmission revenues
               with respect to an Excepted Transaction, the amounts received
               shall reduce its Local Network Service revenue requirements; and

        (vii)  any Transition Payment paid or received by the Transmission
               Provider shall increase or reduce, as appropriate, its Local
               Network Service revenue requirements.

16.4    Transmission Service Availability.  The availability of transmission
        capacity to provide transmission service under the Tariff shall be
        determined in accordance with the Tariff.  In determining the
        availability of transmission capacity, existing committed uses of the
        Participants' transmission facilities shall include uses for existing
        firm loads and reasonably forecasted changes in such loads, and for
        Excepted Transactions.

16.5    Transmission Information.  Information concerning (i) available
        transmission capacity, (ii) transmission rates and (iii) system
        conditions that may give rise to Interruptions or Curtailments shall be
        made available to all Participants and Non-Participants through
        the OASIS on a timely and non-discriminatory basis.  All Participants
        owning PTF or other transmission facilities rated 69 kV or higher shall
        make available to the System Operator the information required to
        permit the maintenance of the OASIS in compliance with Commission Order
        889 and any other applicable Commission orders; provided that no
        Participant shall be required to furnish information which is required
        to be treated as confidential in accordance with NEPOOL policy without
        appropriate arrangements to protect the confidentiality of such
        information.

16.6    Distribution of Transmission Revenues.  Payments required by the Tariff
        for the use of the NEPOOL Transmission System shall be made to NEPOOL
        and shall be distributed by it in accordance with this Section 16.6.

        A.     Regional Network Service Revenues.  Revenues received by NEPOOL
               for providing Regional Network Service each month during the
               Transition Period shall be distributed to the Participants
               owning or supporting PTF in part on the basis of allocated flows
               for the region as determined in accordance with the methodology
               specified in Attachment A to this Agreement and in part in
               proportion to the respective Annual Transmission Revenue
               Requirements for PTF of the owners and supporters, in accordance
               with the following Schedule:

                Year One     Year Two     Year Three     Year Four     Year Five
Allocated 
flows:             25%          20%           15%           10%            5%
Annual
Transmission 
Revenue
Requirements       75%          80%           85%           90%          95%



               Revenues received by NEPOOL for providing Regional Network
               Service each month after the Transition Period shall be
               distributed to the Participants owning or supporting PTF in
               proportion to their respective Annual Transmission Revenue
               Requirements for PTF.

        B.     Through or Out Service Revenues.  The revenues received by
               NEPOOL each month for providing Through or Out Service shall be
               distributed among the Participants owning PTF on the basis of
               allocated flows for the transaction determined in accordance
               with the methodology specified in Attachment A to this
               Agreement; provided that for service provided during the
               Transition Period but not thereafter, for an "Out" transaction
               which originates on the system of a Participant which owns the
               PTF facilities on the New England side of the interface with the
               other Control Area over which the transaction is delivered, 100%
               of the megawatt mile flows with respect to the transaction shall
               be deemed to occur on such Participant's system.

        C.     Tie Benefit Service Revenues.  The revenues received each month
               by NEPOOL for Tie Benefit Service with respect to the
               transmission ties to New York and New Brunswick shall be
               distributed as follows during and after the Transition
               Period:

               1.      New York Ties

                       The revenues derived relating to Tie Benefits received
                       from the New York ties will be distributed as follows:

                              Northeast Utilities System Companies    72%
                              New England Power Company               14%
                              Vermont Electric Power Company          14%

               2.      New Brunswick Ties

                       The revenues derived relating to Tie Benefits received
                       from the New Brunswick tie will be distributed as
                       follows:

                              Central Maine Power Company          78.32%
                              Bangor Hydro-Electric Company        14.19%
                              Maine Public Service Company          7.49%

        D.     Transition Payments.  Transition Payments received by NEPOOL
               each month shall be distributed to the Participants in
               accordance with Schedule 11 to the Tariff.

16.7    Changes to Tariff.  The Tariff constitutes part of the Agreement and
        shall be subject to change either in accordance with Section 21.11 or
        by an affirmative vote of members of the Management Committee having at
        least 70% of the aggregate Voting Shares to which all members are
        entitled; provided, however, that the negative votes of any two
        or more members representing Participants which are not Related Persons
        of each other and which have at least 20% of the aggregate Voting
        Shares to which all members are entitled shall defeat any proposed
        change.  In determining whether the negative vote total specified above
        has been reached, the following limitation shall be applied: if the
        member representing any Participant would be entitled to cast against
        the proposed action more than 18% of the aggregate Voting Shares to
        which all members are entitled, such member shall be entitled to vote
        negatively only 18% of such aggregate Voting Shares.  Nothing in this
        Agreement shall be deemed to affect in any way the ability of any
        Participant or Non-Participant to apply to the Commission under Section
        205 or 206 of the Federal Power Act for a change in any rate, charge,
        term, condition or classification of service under the Tariff.

                                    SECTION 17
                            POOL-PLANNED UNIT SERVICE

17.1    Effective Period.  The provisions contained in this Section 17 shall
        continue in effect until the fifth anniversary of the effective date of
        the Tariff, and shall be of no effect after that date.

17.2    Obligation to Provide Service.  Until the fifth anniversary of the
        effective date of the Tariff, each Participant shall provide service
        over its PTF facilities under this Section 17 rather than under the
        Tariff, for the following purposes:

               (a)     the transfer to a Participant's system of its ownership
                       interest or its Unit Contract Entitlement under a
                       contract entered into by it before November 1, 1996 in a
                       Pool-Planned Unit which is off its system;

               (b)     the transfer to a Participant's system of its
                       Entitlement in a purchase under a contract entered into
                       by it before November 1, 1996 (including a purchase
                       under the HQ Phase II Firm Energy Contract) from Hydro-
                       Quebec where the line over which the transfer is made
                       into New England is the HQ Interconnection; and

               (c)     the transfer to a Non-Participant of its Entitlement in
                       a Pool-Planned Unit pursuant to an arrangement which has
                       been approved prior to November 1, 1996 by the
                       Management Committee.

17.3    Rules for Determination of Facilities Covered by Particular
        Transactions.  It is anticipated that it may be necessary with respect
        to a particular transmission use under subsection (a), (b) or (c) of
        Section 17.2 to determine whether the transaction is effected entirely
        over PTF, entirely over facilities that are not PTF, or partially over
        each.

        The following rules shall be controlling in the determination of the
        facilities required to effect the use:

               (a)     To the extent that EHV PTF is available to effect the
                       transaction, over all or part of the distance to be
                       covered, the use shall be deemed to be effected on such
                       EHV PTF over such portion of the distance to be
                       covered.

               (b)     To the extent that EHV PTF is not available for the
                       entire distance to be covered by the use, but Lower
                       Voltage PTF is available to cover all or part of the
                       distance not covered by EHV PTF, the transaction shall
                       be deemed to be effected on such Lower Voltage PTF.

               If a Participant has ownership or contractual rights with
               respect to an Excepted Transaction which are independent of this
               Agreement and the Tariff and are adequate to provide for a
               transfer of the types specified in subsections 17.2(a),
               (b) or (c), and such rights are not limited to the transfer in
               question, the transfer shall be deemed to have been effected
               pursuant to such rights and not pursuant to the provisions of
               this Agreement.  A copy of each instrument establishing
               such rights, or an opinion of counsel describing and
               authenticating such rights, shall be filed with the Secretary of
               the Management Committee.

17.4    Payments for Uses of EHV PTF During the Transition Period.

        (a)    Each Participant shall pay each month for its uses of EHV PTF
               for transfers of Entitlements pursuant to subsections (a) or (b)
               of Section 17.2, one-twelfth of the NEPOOL EHV PTF Participant
               Summer or Winter Wheeling Rate in effect for the calendar year
               ending December 31, 1996, as determined in accordance
               with the Prior NEPOOL Agreement, for each Kilowatt of its
               current Entitlements which qualify for transfer pursuant to
               subsections (a) or (b) of Section 17.2, except as otherwise
               provided in Section 17.3; provided that such payment shall be
               required with respect to only one-half the Kilowatts covered
               by a NEPOOL Exchange Arrangement (as hereinafter defined).

               Each Participant which is a party to the HQ Phase II Firm Energy
               Contract (other than a Participant (i) whose system is directly
               interconnected to the HQ Interconnection or (ii) which has
               contractual rights independent of this Agreement and the Tariff
               which give it direct access to the HQ Interconnection
               and which are not limited to transfers of Energy delivered over
               the HQ Interconnection) shall also pay each month for the use of
               EHV PTF for deliveries under the Phase II Firm Energy Contract
               during the Base Term of the HQ Phase II Firm Energy Contract,
               one-twelfth of the NEPOOL EHV PTF Participant Summer or Winter
               Wheeling Rate in effect for the calendar year ending December
               31, 1996, as determined in accordance with the Prior NEPOOL
               Agreement, for each Kilowatt of its HQ Phase II Net Transfer
               Responsibility for the month.  If, and to the extent that, such
               Responsibility continues for any period by which the term of
               said Contract extends beyond the Base Term, each such
               Participant shall continue to pay the above rate during the
               extension period with respect to its continuing Responsibility.
               A Participant shall not be deemed to be directly interconnected
               to the HQ Interconnection for purposes of this paragraph solely
               because of its participation in arrangements for the support
               and/or use of PTF facilities installed or modified to effect
               reinforcements of the New England AC transmission system
               required in connection with the HQ Interconnection.  A copy of
               each contract establishing rights independent of this Agreement
               and the Tariff which provides direct access to the HQ
               Interconnection, or an opinion of counsel describing and
               authenticating such rights, shall be filed with the Secretary of
               the Management Committee.

               The NEPOOL EHV PTF Participant Summer Wheeling Rate for any
               calendar year shall be applicable to the months in the Summer
               Period.

               The NEPOOL EHV PTF Participant Winter Wheeling Rate for any
               calendar year shall be applicable to the months in the Winter
               Period.

               A NEPOOL Exchange Arrangement is one entered into by two
               Participants each of which has an ownership interest in a Pool-
               Planned Unit on its own system pursuant to which each sells out
               of its ownership interest, a Unit Contract Entitlement to the
               other for a period of time which is, in whole or part, the
               same for both sales.  Such an arrangement shall constitute a
               NEPOOL Exchange Arrangement even though the beginning and ending
               dates of the two Unit Contract sale periods are different, but
               only for the period for which both sales are in effect.  If for
               any period the number of Kilowatts covered by the two
               Unit Contract Entitlements of a NEPOOL Exchange Agreement are
               not the same, the portion of the larger Entitlement which
               exceeds the amount of the smaller Entitlement shall not be
               deemed to be covered by such NEPOOL Exchange Arrangement for
               purposes of this Section 17.4.

        (b)    Each Participant shall pay each month for its use of EHV PTF for
               a transfer of an Entitlement in a Pool-Planned Unit to a Non-
               Participant pursuant to Section 17.2(c) such charge as is fixed
               by the Management Committee at the time of its approval of the
               sale, and filed with the Commission.

        (c)    Fifty percent of all amounts required to be paid with respect to
               transfers by a Participant pursuant to subsection (a) or (b) of
               Section 17.2 shall be paid to a pool transmission fund and
               distributed monthly among the Participants in proportion to the
               respective amounts of their costs with respect to EHV PTF for
               the calendar year 1996 as determined in accordance with the
               Prior NEPOOL Agreement.

        (d)    The remaining 50% of all amounts required to be paid with
               respect to transfers by a Participant pursuant to subsections
               (a) or (b) of Section 17.2 shall be paid to, and retained by,
               the Participant on whose system the transfer originates, or
               in the event the EHV PTF system of such Participant is supported
               in part by other Participants, then to the Participant on whose
               system the transfer originates and such other Participants in
               proportion to the respective shares of the costs of such EHV PTF
               system borne by each of them or in such other manner as the
               Participants involved may jointly direct; provided that the
               Participant on whose system the transfer originates shall have
               the right to waive such 50% payment in whole or part as to a
               particular transfer except that no such waiver may adversely
               affect the payments to any other Participant which is
               supporting in part the originating system's EHV PTF system.

17.5    Payments for Uses of Lower Voltage PTF.  Each Participant which uses
        another Participant's Lower Voltage PTF pursuant to this Section 17
        shall pay each month to the owner of such Lower Voltage PTF (1) for
        each Kilowatt of its use of such Lower Voltage PTF for transfer of
        Entitlements pursuant to Subsections 17.2(a), (b) or (c) during the
        month, and (2) during the Base Term of the HQ Phase II Firm Energy
        Contract (and during any extension of the term of said Contract if and
        to the extent its HQ Phase II Net Transfer Responsibility continues
        during the extension period) for each Kilowatt of its HQ Phase II Net
        Transfer Responsibility for the month, the owner's Lower Voltage PTF
        Winter Wheeling Rate or Summer Wheeling Rate for the 1996 calendar
        year, as determined in accordance with the Prior NEPOOL Agreement.

17.6    Use of Other Transmission Facilities by Participants.  Each Participant
        which has no direct connection between its system and PTF shall be
        entitled to use the non-PTF transmission facilities of any other
        Participant required to reach its system for any of the purposes for
        which PTF may be used under Section 17.2.  Such use shall be
        effected, and payment made, in accordance with the other Participant's
        filed open access tariff.

17.7    Limits on Individual Transmission Charges.

        Any charges for transmission service pursuant to this Section 17 by any
        Participant to another Participant shall be just, reasonable and not
        unduly discriminatory or preferential.  No provision of this Section 17
        shall be construed to waive the right of any Participant to seek review
        of any charge, term or condition applicable to such transmission
        service by another Participant by the Commission or any other
        regulatory authority having jurisdiction of the transaction.

                                    PART FIVE
                                     GENERAL

                                    SECTION 18
                      GENERATION AND TRANSMISSION FACILITIES

18.1    Designation of Pool-Planned Facilities.

        At the request of a Participant, the Management Committee shall
        designate as "pool-planned" a generating or transmission facility to be
        constructed by the Participant or its Related Person if the Management
        Committee determines that the facility is consistent with NEPOOL
        planning.  The Management Committee may not unreasonably withhold
        designation as a Pool-Planned Facility of a generation unit or other
        facility proposed by one or more Participants in order to satisfy their
        anticipated Installed Capability Responsibilities with a mix of
        generation and other resources reasonably comparable as to economics
        and types to that being developed for New England.

18.2    Construction of Facilities.

        Subject to Sections 13.1, 15.2, 15.5, 18.3, 18.4 and 18.5, and to the
        provisions of the Tariff, each Participant shall have the right to
        determine whether, and to what extent, additions to and modifications
        in its generating and transmission facilities shall be made.  However,
        each Participant shall give due consideration to recommendations
        made to it by the Management Committee or the System Operator for any
        such additions or modifications and shall follow such recommendations
        unless it determines in good faith that the recommended actions would
        not be in its best interest.

18.3    Protective Devices for Transmission Facilities and Automatic Generation
        Control Equipment.

        Each Participant shall install, maintain and operate such protective
        equipment and switching, voltage control, load shedding and emergency
        facilities as the Management Committee may determine to be required in
        order to assure continuity of service and the stability of the
        interconnected transmission facilities of the Participants. Until the
        Second Effective Date, each Participant shall also install, maintain
        and operate such Automatic Generation Control equipment as the
        Management Committee may determine to be required in order to maintain
        proper frequency for the interconnected bulk power system of the
        Participants and to control power flows on interconnections between
        Participants and Non-Participants.

18.4    Review of Participant's Proposed Plans.

        Each Participant shall submit to the Management Committee, the Market
        Reliability Planning Committee or the Regional Transmission Planning
        Committee, as appropriate, and the Regional Market Operations Committee
        or the Regional Transmission Operations Committee, as appropriate, for
        review by them and the System Operator, in such form, manner and detail
        as the Management Committee may reasonably prescribe, (i) any new or
        materially changed plan for additions to, retirements of, or changes in
        the capacity of any supply and demand-side resources or transmission
        facilities rated 69 kV or above subject to control of such Participant,
        and (ii) any new or materially changed plan for any other action to be
        taken by the Participant which may have a significant effect on the
        stability, reliability or operating characteristics of its system or
        the system of any other Participant.  No significant action (other than
        preliminary engineering action) leading toward implementation of any
        such new or changed plan shall be taken earlier than sixty days (or
        ninety days, if the Management Committee determines that it requires
        additional time to consider the plan and so notifies the Participant in
        writing within the sixty days) after the plan has been submitted to the
        Committees.  Unless prior to the expiration of the sixty or ninety
        days, whichever is applicable, the Management Committee notifies the
        Participant in writing that it has determined that implementation of
        the plan will have a significant adverse effect upon the reliability or
        operating characteristics of its system or of the systems of one or
        more other Participants, the Participant shall be free to proceed.  The
        time limits provided of this Section 18.4 may be changed with respect
        to any such submission by agreement between the Management Committee
        and the Participant required to submit the plan.

18.5    Participant to Avoid Adverse Effect.

        If the Management Committee notifies a Participant pursuant to Section
        18.4 that implementation of the Participant's plan has been determined
        to have a significant adverse effect upon the reliability or operating
        characteristics of its system or the systems of one or more other
        Participants, the Participant shall not proceed to implement such plan
        unless the Participant takes such action or constructs at its expense
        such facilities as the Management Committee determines to be reasonably
        necessary to avoid such adverse effect; provided that if the plan is
        for the retirement of a supply or demand-side resource, the Participant
        may proceed with its plan only if, after engaging in good faith
        negotiations with persons designated by the Management Committee to
        address the adverse effects on reliability or operating
        characteristics, the negotiations either address the adverse effects to
        the satisfaction of the Management Committee, or no satisfactory
        resolution can be achieved on terms acceptable to the parties within 90
        days of the Participant's receipt of the Management Committee's notice.
        Any agreement resulting from such negotiations shall be in writing and
        shall be filed in accordance with the Commission's filing requirements
        if it requires any payment.

                                    SECTION 19
                                     EXPENSES

19.1    Annual Fee.

        Each Participant shall pay to NEPOOL in January of each year an annual
        fee of $500, which shall be applied toward NEPOOL expenses.

19.2    NEPOOL Expenses.

        It is an objective of the Participants to work with the System Operator
        to establish to the maximum extent possible fees that fairly allocate
        NEPOOL and System Operator costs directly to the Participants and Non-
        Participants responsible for such costs, rather than through the
        general expense allocation identified below.  Subject to the continued
        payment of a portion of NEPEX Expenses from the Savings Fund until the
        Second Effective Date in accordance with the Prior NEPOOL Agreement,
        the balance of NEPOOL expenses remaining to be paid after the
        application of (i) the annual fee to be paid pursuant to Section 19.1,
        and (ii) any fees or other charges for services or other revenues
        received by NEPOOL, or collected on its behalf by the System Operator,
        shall be allocated among and paid monthly by the Participants in
        accordance with their respective Voting Shares.

                                    SECTION 20
                           INDEPENDENT SYSTEM OPERATOR

        (a)    The Management Committee is authorized and directed to approve
               one or more agreements to be entered into with the ISO upon its
               activation (the "ISO Agreement") and any amendments to the ISO
               Agreement which the Committee may deem necessary or appropriate
               from time to time.  The ISO Agreement shall specify the rights
               and responsibilities of NEPOOL and the ISO, including
               the responsibilities of the ISO, for the continued operation of
               the NEPOOL control center by the ISO as the control center
               operator for the NEPOOL Control Area and the administration of
               the Tariff.  In addition, the ISO shall be responsible for the
               furnishing of billing and other services required by NEPOOL.

        (b)    The fees and charges of the ISO (other than fees and charges for
               services which are separately billed), and any indemnification
               payable under the ISO Agreement, shall be shared by the
               Participants in accordance with Section 19.

        (c)    The Participants shall provide to the ISO the financial support,
               information and other resources necessary to enable the ISO to
               provide the services specified in the ISO Agreement, or in this
               Agreement, in accordance with Good Utility Practice and subject
               to the budgeting, approval and dispute resolution provisions
               of the ISO Agreement and this Agreement.

        (d)    The Participants shall provide appropriate funding for the
               acquisition of land, structures, fixtures, equipment and
               facilities, and other capital expenditures for the ISO, which
               are included in the annual budget for the ISO in accordance with
               the provisions of the ISO Agreement, or otherwise specifically
               approved by the Management Committee.  All such land,
               structures, fixtures, equipment and facilities, and other
               capital assets, and all software or other intellectual property
               or rights to intellectual property or other assets, acquired or
               developed by the ISO in order to carry out its responsibilities
               under the ISO Agreement shall be the property of the
               Participants or shall be acquired by the Participants under
               lease in accordance with arrangements approved by the Management
               Committee.  Unless otherwise agreed by the Participants, the
               funding of the acquisition, or lease, of land, structures,
               fixtures, equipment and facilities, and other capital
               expenditures, or the acquisition of other assets, and the
               ownership thereof, or the obligations of Participants as
               lessees, shall be in proportion to the Voting Shares of each
               Participant in effect as from time to time.  The Participants
               shall make all such assets (including the assets of the existing
               NEPOOL headquarters and control center) available for use by the
               ISO in carrying out its responsibilities under the ISO
               Agreement.  The ISO Agreement shall require the ISO, on behalf
               of the Participants, to maintain and care for, insure as
               appropriate, and pay any property taxes relating to, assets made
               available for its use.

        (e)    The ISO Agreement shall require the ISO to refrain from any
               action that would create any lien, security interest or
               encumbrance of any kind upon the facilities, equipment or other
               assets of any Participant, or upon anything that becomes
               affixed to such facilities, equipment or other assets.  The
               Participants and the ISO shall include in the ISO Agreement a
               provision that, upon the request of any Participant, the ISO
               shall (i) provide a written statement that it has taken no
               action that would create any such lien, security interest or
               encumbrance, and (ii) take all actions within the control of the
               ISO, at the direction and expense of the requesting Participant,
               required for compliance by such Participant with the provisions
               of its mortgage relating to such facilities, equipment or other
               assets.

        (f)    The ISO shall have the right to appoint a non-voting member and
               an alternate to each NEPOOL committee other than the Management
               Committee.  The member appointed to each committee shall have
               all of the rights of any other member of the committee except
               the right to vote.

        (g)    The ISO shall have the same rights as a Participant to appeal to
               the Management Committee any action taken by any other NEPOOL
               committee, and shall be entitled to appear before the Management
               Committee on any such appeal.  Further, the ISO shall be
               entitled to submit any dispute with respect to a vote of
               the Management Committee to approve, modify, or reject a
               proposed action to resolution in accordance with Section 21.1,
               whether or not the action could have been submitted by a
               Participant in accordance with Section 21.1A.  In addition, the
               ISO shall be entitled to submit any dispute with respect to a
               vote of the Management Committee which denies an appeal to the
               Management Committee by the ISO or which takes action on any
               rulemaking issue to the Board of Directors of the ISO for
               determination, subject to the right of the Management
               Committee to seek a review in accordance with the Alternate
               Dispute Resolution procedures or by the Commission.  The ISO
               shall give notice of any such submission to the Secretary of the
               Management Committee within ten days of the action of the
               Management Committee and shall mail a copy of such notice to
               each member of the Management Committee.  Pending final action
               on the submission in accordance with Section 21.1 or by the
               Board of Directors of the ISO or the Commission, as appropriate,
               the giving of notice of the submission shall suspend the
               Management Committee's action.  Unless the Board of Directors of
               the ISO acts within 60 days of the ISO's notice to the
               Management Committee, the Management Committee action will be
               deemed to be approved.

        (h)    The ISO Agreement shall specify the ISO's independent authority
               with respect to rulemaking.

        (i)    NEPOOL and its committees and the ISO shall consult and
               coordinate from time to time with the relevant state regulatory,
               siting and other authorities of the six New England states on
               operating, planning and other issues of concern to the states.
               The New England Conference of Public Utilities Commissioners,
               Inc. (NECPUC) or its designee shall be furnished notices of
               meetings of all NEPOOL committees and the Board of Directors of
               the ISO, and minutes of their meetings.  NECPUC and other state
               authorities shall be provided an appropriate opportunity to
               appear at meetings of the NEPOOL committees and the Board of
               Directors of the ISO and to present their views.
               Representatives of NEPOOL and the ISO shall be designated to
               attend meetings of NECPUC or any committee or task force of
               NECPUC, to the extent NECPUC or its committee or task force may
               deem such attendance appropriate.

                                    SECTION 21
                             MISCELLANEOUS PROVISIONS

21.1    Alternative Dispute Resolution.

        A.     General:

               If the ISO is aggrieved by a vote of the Management Committee to
               approve, modify or reject a proposed action under this
               Agreement, including the Tariff, it may submit the matter for
               resolution hereunder.  If the Management Committee is aggrieved
               by an action of the ISO Board of Directors ("ISO Board") under
               this Agreement, including the Tariff or the ISO Agreement (as
               defined in Section 20(a)), the Management Committee may submit
               the matter for resolution hereunder; provided, however, that if
               the action of the ISO relates to rulemaking, the Management
               Committee may submit the matters for resolution under this
               Section 21.1 only with the concurrence of the ISO.  Any
               Participant which is aggrieved by a vote of the Management
               Committee to approve, modify or reject a proposed action under
               this Agreement, including the Tariff, may, as provided below,
               submit the matter for resolution hereunder if the vote:

               (1)     requires such Participant to make a payment or to take
                       any action pursuant to this Agreement; or

               (2)     reduces the amount of any receipt or forbids, pursuant
                       to this Agreement, the taking of any action by the
                       Participant; or

               (3)     fails to afford it any right to which it is entitled
                       under the provisions of this Agreement or imposes on it
                       a burden to which it is not subject under the provisions
                       of this Agreement; or

               (4)     results in the termination of the Participant's status
                       as a Participant or imposes any penalty on the
                       Participant; or

               (5)     results in an allocation of transmission or other
                       facilities support obligations; or

               (6)     fails to grant in full an application for transmission
                       service pursuant to the Tariff.

               No legal or regulatory proceeding (except those reasonably
               necessary to toll statutes of limitations, claims for laches or
               other bars to later legal or regulatory action) shall be
               initiated by any Participant with respect to any such matter
               while proceedings are pending under this Section with respect to
               the matter.

        B.     Procedure:

               (1)     Submission of a Dispute: The ISO or a Participant
                       seeking review of a vote of the Management Committee
                       shall give written notice to the Secretary of the
                       Management Committee within ten business days of the
                       vote, and shall mail or telecopy a copy of its notice to
                       each member of the Management Committee.  Where the
                       Management Committee is seeking review of an action of
                       the ISO Board, the Management Committee shall give
                       written notice to the Secretary of the ISO Board.  The
                       provider of notice under this Section shall be referred
                       to herein as the "Aggrieved Party."

               (2)     Suspension of Action: If the ISO seeks review of a vote
                       of the Management Committee pursuant to this Section,
                       the vote to be reviewed shall be suspended pending
                       resolution of such review by the arbitrator or the
                       Commission if raised in regulatory proceedings. If a
                       Participant seeks such a review, the vote to be reviewed
                       shall be suspended for up to 90 days following the
                       giving of the Participant's notice pending resolution of
                       any arbitration proceeding unless the Management
                       Committee determines that the suspension will imperil
                       the stability or reliability of the NEPOOL Control Area
                       bulk power supply.

               (3)     Aggrieved Party Options: (i) If the notice is to seek
                       review of a vote of the Management Committee, the
                       Aggrieved Party's notice to the Management Committee
                       shall invoke arbitration as described herein in
                       its notice pursuant to paragraph B(1), and may also
                       initiate mediation with the agreement of the Management
                       Committee, while reserving such Party's right to proceed
                       with the arbitration if mediation does not resolve
                       the matter within 20 days of the giving of the Party's
                       notice or such longer period as may be fixed by mutual
                       agreement of the Management Committee and the Aggrieved
                       Party.  Notwithstanding the initiation of mediation, the
                       arbitration proceeding shall proceed concurrently with
                       the selection of the arbitrator pursuant to paragraph
                       C(1) of this Section 21.1.

               (ii)    If the notice is to seek review of an ISO action, the
                       Management Committee's notice to the ISO Board shall
                       (subject to the concurrence of the ISO for actions
                       relating to rulemaking as provided in Section 21.1A)
                       invoke arbitration as described herein in its notice
                       pursuant to paragraph B(1), and may also initiate
                       mediation with the agreement of the ISO Board, while
                       reserving the Management Committee's right to proceed
                       with the arbitration if mediation does not resolve the
                       matter within 20 days of the giving of the Management
                       Committee's notice or such longer period as may be fixed
                       by mutual agreement of the ISO Board and the Management
                       Committee. Notwithstanding the initiation of mediation,
                       the arbitration proceeding shall proceed concurrently
                       with the selection of the arbitrator pursuant to
                       paragraph C(1) of this Section 21.1.

               (4)     Mediation Positions not to be Used Elsewhere:  All
                       mediation proceedings pursuant to this Section are
                       confidential and shall be treated as compromise and
                       settlement negotiations for purposes of applicable
                       rules of evidence.

               (5)     Time Limits; Duration:  Any other Participant that
                       wishes to participate in an arbitration proceeding
                       hereunder shall give signed written notice to
                       the Secretary of the Management Committee, and to the
                       Secretary of the ISO Board if the ISO is involved in
                       such arbitration, no later than ten calendar days after
                       the giving of the notice of arbitration. The arbitration
                       procedure shall not exceed 90 calendar days from the
                       date of the Aggrieved Party's notice invoking
                       arbitration to the arbitrator's decision unless the
                       parties agree upon a longer or shorter time.  All
                       agreements by the ISO or the aggrieved Participant and
                       the Management Committee to use mediation shall
                       establish a schedule which will control unless later
                       changed by mutual agreement.

               C.      Arbitration:

                       (1)    Selection of Arbitrator:  The ISO or the
                              aggrieved Participant and the Management
                              Committee shall attempt to choose by mutual
                              agreement a single neutral arbitrator to hear the
                              dispute.  If the ISO or the Participant and the
                              Management Committee fail to agree upon a single
                              arbitrator within ten calendar days of the
                              giving of notice of arbitration to the Secretary
                              of the Management Committee or the Secretary of
                              the ISO Board, as the case may be, the American
                              Arbitration Association shall be asked to
                              appoint an arbitrator.  In either case, the
                              arbitrator shall be knowledgeable in matters
                              involving the electric power industry,
                              including the operation of control areas and bulk
                              power systems, and shall not have any substantial
                              business or financial relationships with the ISO,
                              NEPOOL or its Participants (other than previous
                              experience as an arbitrator) unless otherwise
                              mutually agreed by the ISO or the aggrieved
                              Participant and the Management Committee.

                       (2)    Costs: NEPOOL shall be responsible for all of the
                              costs of the proceeding if it is initiated by the
                              ISO or by the Management Committee.  If a
                              proceeding is initiated by an aggrieved
                              Participant, each party shall be responsible for
                              the following costs, if applicable:

                              (i)  its own costs incurred during the arbitration
                                   process (except that this does not preclude
                                   billing the aggrieved Participant for its
                                   share of NEPOOL Expenses that may include the
                                   Management Committee's arbitration costs);
                                   plus

                              (ii) One half of the common costs of the
                                   arbitration including, but not limited to,
                                   the arbitrator's fee and expenses, the rental
                                   charge for a hearing room and the cost of a
                                   court reporter and transcript, if required.

                       (3)    Hearing Location:  Unless otherwise mutually
                              agreed, the site for all arbitration hearings
                              shall be NEPOOL counsel's office.

               D.      Rules and Procedures:

                       (1)    Procedure and Discovery:  The procedural rules
                              (if any), the conduct of the arbitration and the
                              availability, extent and duration of pre-hearing
                              discovery (if any), which shall be limited to the
                              minimum necessary to resolve the matters in
                              dispute, shall be determined by the arbitrator in
                              his/her sole discretion at or prior to the
                              initial hearing.

                       (2)    Pre-hearing Submissions:  The Aggrieved Party
                              shall provide the arbitrator with a brief written
                              statement of its complaint and a statement of the
                              remedy or remedies it seeks, accompanied by
                              copies of any documents or other materials it
                              wishes the arbitrator to review.  The Management
                              Committee will provide the arbitrator with a copy
                              of this Agreement and all relevant implementing
                              documents, a brief description of the action
                              being arbitrated, copies of the minutes of all
                              NEPOOL committee meetings at which the matter was
                              discussed, a brief statement explaining why the
                              Management Committee believes its decision
                              should be upheld by the arbitrator, and copies of
                              any documents or other materials the Management
                              Committee wishes the arbitrator to review.  If
                              the Management Committee is the Aggrieved Party,
                              the ISO Board will provide copies of minutes of
                              the ISO Board meetings at which the matter was
                              discussed, a brief statement explaining why the
                              ISO Board believes its decision should be upheld
                              by the arbitrator, and copies of any documents or
                              other materials the ISO Board wishes the
                              arbitrator to review. These submissions shall be
                              made within five days after the selection of the
                              arbitrator.

                              In addition, each party shall designate one or
                              more individuals to be available to answer
                              questions the arbitrator may have on the
                              documents or other materials submitted by that
                              party.  The answers to all such questions shall
                              be reduced to writing by the party providing the
                              answer and a copy shall be furnished to the
                              other party.

                       (3)    Initial Hearing:  An initial hearing will be held
                              no later than 10 days after the selection of the
                              arbitrator and shall be limited to issues raised
                              in the pre-hearing filings.  The scheduling of
                              further hearings at the request of either party
                              or on the arbitrator's own motion shall be within
                              the sole discretion of the arbitrator.

                       (4)    Decision:  The arbitrator's decision shall be
                              due, unless the deadline is extended by mutual
                              agreement of the ISO or the aggrieved Participant
                              and the Management Committee, within sixty days
                              of the initial hearing or within ninety days of
                              the Aggrieved Party's initiation of arbitration,
                              whichever occurs first.  The arbitrator shall be
                              authorized only to interpret and apply the
                              provisions of this Agreement and the arbitrator
                              shall have no power to modify or change the
                              Agreement in any manner.

                       (5)    Effect of Arbitration Decision:  The decision of
                              the arbitrator will be conclusive in a subsequent
                              regulatory or legal proceeding as to the facts
                              determined by the arbitrator but will not be
                              conclusive as to the law or constitute precedent
                              on issues of law in any subsequent regulatory or
                              legal proceedings.

                       An aggrieved party may initiate a proceeding with a
                       court or with the Commission with respect to the
                       arbitration or arbitrator's decision only:

                              o    if the arbitration process does not
                                   result in a decision within the time
                                   period specified and the proceeding is
                                   initiated within thirty days after the
                                   expiration of such time period; or

                              o    on the grounds specified in Sections 10
                                   and 11 of Title 9 of the United States
                                   Code for judicial vacation or
                                   modification of an arbitration award and
                                   the proceeding is initiated within
                                   thirty days of the issuance of the
                                   arbitrator's decision.

                       (6)    Other Disputes:  In the event a dispute arises
                              with a Non-Participant which receives or is
                              eligible to receive service under this Agreement
                              or the Tariff with respect to such service, the
                              Non-Participant shall have the right to have the
                              dispute considered by the Management Committee. 
                              In the event the Non-Participant is aggrieved by
                              the Management Committee's vote on the dispute,
                              and the vote has any of the effects specified in
                              paragraph A of this Section 21.1, the aggrieved
                              Non-Participant may require that the dispute be
                              resolved in accordance with this Section 21.1.  To
                              the extent that NEPOOL provides services to
                              Non-Participants under separate agreements, the
                              Management Committee shall incorporate the
                              provisions of this Section by reference in any
                              such agreement, in which case the term
                              "Participant" shall be deemed for purposes of the
                              dispute resolution provisions to include such
                              Non-Participant purchasers of NEPOOL services.

21.2    Payment of Pool Charges; Termination of Status as Participant.

        (a)    Any Participant shall have the right to terminate its status as
               a Participant upon no less than six months' prior written notice
               given to the Secretary of the Management Committee.

        (b)    If at any time during the term of this Agreement a receiver or
               trustee of a Participant is appointed or a Participant is
               adjudicated bankrupt or an order for relief is entered under the
               Federal Bankruptcy Code against a Participant or if there shall
               be filed against any Participant in any court (pursuant to the
               Federal Bankruptcy Code or any statute of any state) a petition
               in bankruptcy or insolvency or for reorganization or for
               appointment of a receiver or trustee of all or a portion of the
               Participant's property, and within ninety days after the
               filing of such a petition against the Participant, the
               Participant shall fail to secure a discharge thereof, or if any
               Participant shall file a petition in voluntary bankruptcy or
               seeking relief under any provision of any bankruptcy or
               insolvency law or shall make an assignment for the benefit of
               creditors, the Management Committee may terminate such
               Participant's status as a Participant as of any time thereafter.

        (c)    Each Participant is obligated to pay when due in accordance with
               NEPOOL procedures all amounts invoiced to it by NEPOOL, or by
               the ISO on behalf of NEPOOL.  If a Participant disputes a NEPOOL
               invoice in whole or part, it shall be entitled to continue to
               receive service under the Agreement and the Tariff, so long as
               the Participant (i) continues to make all payments not in
               dispute, and (ii) pays into an independent escrow account the
               portion of the invoice in dispute, pending resolution of the
               dispute.  If the Participant fails to meet these two
               requirements for continuation of service, NEPOOL may suspend
               service, in whole or part, to the Participant sixty days after
               the giving of notice to the Participant of NEPOOL's intention to
               suspend service, in accordance with Commission policy.

        (d)    In the event a Participant fails, for any reason other than a
               billing dispute as described in subsection (c) of this Section
               21.2, to pay when due in accordance with NEPOOL procedures all
               amounts invoiced to it by NEPOOL, or by the ISO on behalf of
               NEPOOL, or the Participant fails to perform any other
               obligation under the Agreement or the Tariff, and such failure
               continues for at least ten days, NEPOOL may notify the
               Participant that it is in default and may initiate a proceeding
               before the Commission to terminate such Participant's
               status as a Participant.  Pending Commission action on such
               termination, NEPOOL may suspend service, in whole or part, to
               the Participant on or after 50 days after the giving of such
               notice and the initiation of such proceeding, in accordance with
               Commission policy, unless the Participant cures the default
               within such 50-day period.

        (e)    If the status of a Participant as a Participant is terminated
               pursuant to this Section 21.2 or any other provision of this
               Agreement, such former Participant's generation and transmission
               facilities shall continue to be subject to such NEPOOL or other
               requirements relating to reliability as the Commission
               may approve in acting on the termination, for so long as the
               Commission may direct.  Further, if any of such former
               Participant's transmission facilities are required in order to
               permit transactions among any of the remaining Participants
               pursuant to this Agreement or the Tariff, all pending requests
               for transmission service under the Tariff relating to such
               Participant's facilities shall be followed to completion under
               the Participant's own tariff and all existing service over the
               Participant's facilities shall continue to be provided under the
               Tariff for a period of three years.  It is the intent of this
               subsection that no such termination should be allowed to
               jeopardize the reliability of the bulk power facilities of any
               remaining Participant or should be allowed to impose any
               unreasonable financial burden on any remaining Participant.

        (f)    No such termination of a Participant's status as a Participant
               shall affect any obligation of, or to, such former Participant
               arising prior to the effective time of such termination.

21.3    Assignment.  The Agreement shall inure to the benefit of, and shall be
        binding upon, the successors and assigns of the respective signatories
        hereto, but no assignment of a signatory's interests or obligations
        under the Agreement or any portion thereof shall be made without the
        written consent of the Management Committee, except as otherwise
        permitted by the Tariff, or except in connection with a sale, merger,
        or consolidation which results in the transfer of all or a portion of a
        signatory's generation or transmission assets to, and the assumption of
        all of the obligations of the signatory under this Agreement (or in the
        case of a transfer of a portion of a signatory's generation or
        transmission assets, the assumption of obligations of the signatory
        under this Agreement with respect to such assets) by, an acquiring or
        surviving Entity which either is, or concurrently becomes, a
        Participant, or agrees to assume such of the signatory's obligations
        with respect to such assets as the Management Committee may reasonably
        require, or except in connection with the grant of a security interest
        in a Participant's assets as security for bonds or other financing.

21.4    Force Majeure.  A Participant shall not be considered to be in default
        in respect of any obligation hereunder if prevented from fulfilling
        such obligation by an event of Force Majeure.  An event of Force
        Majeure means any act of God, labor disturbance, act of the public
        enemy, war, insurrection, riot, fire, storm or flood, explosion,
        breakage or accident to machinery or equipment not due to lack of
        proper care or maintenance, any order, regulation or restriction
        imposed by a court or governmental military or lawfully established
        civilian authorities, or any other cause beyond a Participant's
        control, provided that no Force Majeure shall excuse any payment
        obligation hereunder.  A Participant whose performance under this
        Agreement is hindered by an event of Force Majeure shall make all
        reasonable efforts to perform its obligations under this Agreement, and
        shall promptly notify the Management Committee of the commencement and
        end of any event of Force Majeure.

21.5    Waiver of Defaults.  No waiver of the performance by a Participant of
        any obligation under this Agreement or with respect to any default or
        any other matter arising in connection with this Agreement shall be
        effective unless given by the Management Committee.  Any such waiver by
        the Management Committee in any particular instance shall not be deemed
        a waiver with respect to any subsequent performance, default or
        matter.

21.6    Other Contracts.  No Participant shall be a party to any other
        agreement which in any manner is inconsistent with its obligations
        under this Agreement.

21.7    Liability and Insurance.

        (a)    Each Participant will indemnify and save each of the other
               Participants, its officers, directors and Related Persons (each
               an "Indemnified Party") harmless from and against all actions,
               claims, demands, costs, damages and liabilities asserted by a
               third party against the Indemnified Party seeking
               indemnification and arising out of or relating to bodily injury,
               death or damage to property caused by or sustained on facilities
               owned or controlled by such Participant that are the subject of
               this Agreement, or caused by a failure to act in accordance
               with this Agreement by the Participant from which
               indemnification is sought, except (i) to the extent that such
               liabilities result from the negligence or willful misconduct of
               the Participant seeking indemnification, and (ii) each
               Participant shall be responsible for all claims of its own
               employees, agents and servants growing out of any workmen's
               compensation law.  The amount of any indemnity payment under the
               provisions of this Section 21.7 shall be reduced (including,
               without limitation, retroactively) by any insurance proceeds or
               other amounts actually recovered by the Indemnified Party in
               respect of the indemnified action, claim, demand, cost, damage
               or liability.  Notwithstanding the foregoing, no Participant
               shall be liable to any Indemnified Party for any claim for loss
               of profits or revenues, attorneys fees or costs, cost of capital
               or financing, loss of goodwill or cost of replacement power
               arising from a Participant's carrying out, or failing to carry
               out, any obligations contemplated by this Agreement or for any
               other indirect, incidental, special, consequential, punitive, or
               multiple damages or loss; provided, however, that nothing herein
               shall reduce or limit the obligations of any Participant to Non-
               Participants.

        (b)    Each Participant shall furnish, at its sole expense, such
               insurance coverage as the Management Committee may reasonably
               require with respect to its obligation pursuant to Section
               21.7(a).

21.8    Records and Information.  Each Participant shall keep such records as
        may reasonably be required by a NEPOOL committee or the System
        Operator, and shall furnish to such committee or the System Operator
        such records, reports and information (including forecasts) as it may
        reasonably require, provided the confidentiality thereof is protected
        in accordance with NEPOOL's information policy.

21.9    Consistency with NPCC and NERC Standards.  The standards, criteria and
        rules adopted by NEPOOL committees under this Agreement shall be
        consistent with those adopted by the Northeast Power Coordinating
        Council and the North American Electric Reliability Council or any
        successor to either.

21.10   Construction.

        (a)    The Table of Contents contained in this Agreement and the
               headings of the Sections of this Agreement are intended for
               convenience only and shall not be deemed to be part of this
               Agreement or considered in construing it.

        (b)    This Agreement shall be interpreted, construed and governed in
               accordance with the laws of the State of Connecticut.

21.11   Amendment.  This Agreement, including the Tariff, and any attachment or
        exhibit hereto may be amended from time to time by an instrument signed
        by Participants having aggregate Voting Shares equal to at least 70% of
        the Voting Shares of all Participants; provided that an amendment shall
        not become effective if two or more Participants which are not Related
        Persons of each other and which have aggregate Voting Shares at least
        equal to 20% of the Voting Shares of all Participants give notice
        to the Secretary of the Management Committee that they object to the
        amendment within thirty days after the giving of notice to them of the
        prospective effectiveness of the amendment.  In determining whether the
        20% requirement has been met, the following limitation shall be
        applied:  if the Voting Share of any objecting Participant exceeds 18%,
        such Participant's Voting Share for this purpose shall be reduced to
        18%.

        Any amendment to this Agreement shall be in writing and shall become
        effective on the date specified in the amendment, subject to acceptance
        or approval by the Commission, whether or not the remaining
        Participants agree, provided that the remaining Participants shall have
        been given written notice of the prospective effectiveness of
        such amendment at least thirty days prior to the effective date of such
        amendment, and provided further, that such an amendment does not impose
        a burden on such remaining Participants which is materially different
        in nature or materially greater in degree than that imposed on the
        Participants which have agreed to such amendment.  Such notice
        shall be accompanied by a form of notice which may be signed and
        returned to the Secretary of the Management Committee to state a
        Participant's objection to the amendment. Any Participant which has
        given notice of its objection to such amendment shall be entitled to
        terminate its status as a Participant effective as of the effective
        date of such amendment by giving to the Secretary of the Management
        Committee written notice of such termination within thirty days after
        notice has been given to it of the prospective effectiveness of such
        amendment.  Effective as of thirty days after the giving of such notice
        of the prospective effectiveness of such amendment, any Participant
        which has not previously given notice of its objection to such
        amendment and which does not give notice of termination of status as
        herein provided within such thirty-day period shall thereafter be bound
        by such amendment; provided that nothing herein shall be construed to
        prevent any Participant from challenging any proposed amendment before
        a court or regulatory agency on the ground that the proposed amendment
        or its application to the Participant is in violation of law or of this
        Section 21.11.

21.12   Termination.  This Agreement shall continue in effect until terminated,
        in accordance with the Commission's regulations, by Participants
        represented by members of the Management Committee having Voting Shares
        equal to at least 70% of the Voting Shares of all Participants. No such
        termination shall relieve any party of any obligation arising prior to
        the effective time of such termination.

21.13   Notices to Participants.

        (a)    Any notice, demand, request or other communication required or
               authorized by this Agreement to be given to any Participant
               shall be in writing, and shall be (1) personally delivered to
               the Management Committee member or alternate appointed by the
               Participant; (2) mailed, postage prepaid, to the Participant at
               the address of its member on the Management Committee as set out
               in the NEPOOL roster; (3) sent by facsimile ("faxed") to the
               Participant at the fax number of its member on the Management
               Committee as set out in the NEPOOL roster; or (4) delivered
               electronically to the Participant at the electronic mail address
               of its member on the Management Committee or at the address of
               its principal office.  The designation of any such address may
               be changed at any time by written notice delivered to the
               Secretary of the Management Committee, who shall cause such
               change to be reflected in the NEPOOL roster.

        (b)    Any notice, demand, request or other communication required or
               authorized by this Agreement to be given to any NEPOOL committee
               shall be in writing and shall be delivered to the Secretary of
               the committee.  Each such notice shall either be personally
               delivered to the Secretary, mailed, postage prepaid, or sent
               by facsimile ("faxed") to the Secretary at the address or fax
               number set out in the NEPOOL roster, or delivered electronically
               to the Secretary. The designation of such address may be changed
               at any time by written notice delivered to each Participant.

        (c)    Any such notice, demand or request so addressed and mailed by
               registered or certified mail shall be deemed to be given when so
               mailed.  Any such notice, demand, request or other communication
               sent by regular mail or by facsimile ("faxed") or delivered
               electronically shall be deemed given when received by
               the Participant or by the Secretary of the committee, whichever
               is applicable.

21.14   Severability and Renegotiation.  If any provision of this Agreement is
        held by a court or regulatory authority of competent jurisdiction to be
        invalid, void or unenforceable, the remainder of the terms, provisions,
        covenants and restrictions of this Agreement shall continue in full
        force and effect and shall in no way be affected, impaired or
        invalidated, except as otherwise explicitly provided in this Section.

        If any provision of this Agreement is held by a court or regulatory
        authority of competent jurisdiction to be invalid, void or
        unenforceable, or if the Agreement is modified or conditioned by a
        regulatory authority exercising jurisdiction over this Agreement, the
        Participants shall endeavor in good faith to negotiate such amendment
        or amendments to this Agreement as will restore the relative benefits
        and obligations of the Participants under this Agreement immediately
        prior to such holding, modification or condition.  If after sixty days
        such negotiations are unsuccessful the Participants may exercise their
        withdrawal or termination rights under this Agreement.

21.15   No Third-Party Beneficiaries.  Except for the provisions of this
        Agreement and the Tariff which provide for service to Non-Participants,
        this Agreement is intended to be solely for the benefit of the
        Participants and their respective successors and permitted assigns and,
        unless expressly stated herein, is not intended to and shall not confer
        any rights or benefits on any third party (other than successors and
        permitted assigns) not a signatory hereto.

21.16   Counterparts.  This Agreement may be executed in any number of
        counterparts, and each executed counterpart shall have the same force
        and effect as an original instrument and as if all the parties to all
        of the counterparts had signed the same instrument.  Any signature page
        of this Agreement may be detached from any counterpart of this
        Agreement without impairing the legal effect of any signatures thereon,
        and may be attached to another counterpart of this Agreement identical
        in form hereto but having attached to it one or more signature pages.

        IN WITNESS WHEREOF, the signatories have caused this Agreement to be
executed by their duly authorized officers or representatives.
<PAGE>



       ATTACHMENT A
        TO RESTATED
   NEPOOL AGREEMENT













METHODOLOGY FOR
DETERMINATION OF
TRANSMISSION FLOWS
<PAGE>


        The methodology for determining parallel path transmission flows to be
used in determining the distribution of revenues received for Regional Network
Service provided during the Transition Period, or for Through or Out Service,
is as follows, and shall be determined (1) on the basis of the flows for all
transactions in the NEPOOL Control Area ("Regional Flows") for the purpose of
allocating during the Transition Period Regional Network Service revenues, and
(2) on the basis of the flows for the particular transaction ("Transaction
Flows") for the purpose of allocating revenues during or after the Transition
Period from the furnishing of Through or Out Service:

        A.     Responsibility for Calculations

        The calculation of megawatt mile allocations in accordance with this
methodology shall be performed under the direction of the Regional Transmission
Planning Committee ("RTPC").

        B.     Periodic Review

        Calculations of MW-Mile allocations shall be performed whenever
significant changes to the transmission system load flows, as determined by the
RTPC, occur.

        C.     Facilities Included in the Analysis

               1.      Transmission Lines

                       A calculation of MW-miles shall be determined for all
                       PTF lines.

               2.      Generators

                       The analysis shall include all generators with a Winter
                       Capability equal to or greater than 10.0 MW.  Multiple
                       generators connected to a single bus with a total Winter
                       Capability equal to or greater than 10.0 MW shall also
                       be included.

               3.      Transformers

                       All transformers connecting PTF transmission lines shall
                       be included in the analysis.

        D.     Determination of Rate Distribution

               1.      General

                       Modeling of the transmission system shall be performed
                       using a system simulation program and associated cases
                       as approved by the RTPC.

               2.      Determination of Regional Flows

                       The change in real power flow (MW) over each
                       transmission line and transformer shall be determined
                       for each generator (or group of generators on a single
                       bus) by determining the absolute value of the
                       difference between the flows on each facility with the
                       generator(s) modeled off and while operating at its net
                       Winter Capability.  In addition, a generator shall be
                       simulated at each transmission line tie to the NEPOOL
                       Control Area and changes in flow determined for this
                       generator off or while generating at a level of 100 MW.
                       Loads throughout the NEPOOL Control Area shall be
                       proportionally scaled to account for differences in
                       generator output and electrical losses.  The changes in
                       flow shall be multiplied by the length of each
                       respective line.  Changes in flow through transformers
                       shall be multiplied by a factor of five.  Changes in
                       flow through phase-shifting transformers shall be
                       multiplied by a factor of ten.  The resulting values
                       represent the MW-miles associated with each facility.

               3.      Determination of Transaction Flows

                       a.     Definition of Supply and Receipt Areas

                              For the purposes of these calculations, areas of
                              supply and receipt shall be determined by the
                              RTPC.  These areas shall be based on the system
                              boundaries of each Local Network.

                       b.     Calculation of MW-Miles

                              The change in real power flow (MW) over each
                              transmission line and transformer shall be
                              determined for each combination of supply and
                              receipt areas by determining the absolute value
                              of the difference between the flows on each
                              facility following a scaled increase of the
                              supplying areas generation by 100 MW.  Loads in
                              the area of receipt shall be scaled to account
                              for changes in generation and electrical losses.
                              In instances where the areas of supply and/or
                              receipt are outside the NEPOOL Control Area, the
                              changes in real power flow will be determined
                              only for facilities within the NEPOOL Control
                              Area.  The changes in flow shall then be
                              multiplied by the length of each respective line.
                              Changes in flow through transformers shall be
                              multiplied by a factor of five.  Changes in flow
                              through phase-shifting transformers shall
                              be multiplied by a factor of ten.  The resulting
                              values represent the MW-miles associated with
                              each facility.

               4.      Assignment of MW-Miles to Participants

                       Each Participant shall have assigned to it the MW-miles
                       associated with each PTF facility for which it has full
                       ownership.  Each Participant shall also be assigned MW-
                       miles in proportion to the percentage of its ownership
                       of jointly-owned facilities or the percentage of its
                       support for facilities for which it provides support.
<PAGE>
                                                                 ATTACHMENT B
                                                                  TO RESTATED
                                                                       NEPOOL
                                                                    AGREEMENT
                          NEPOOL OPEN ACCESS
                          TRANSMISSION TARIFF 

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 1


                                     TABLE OF CONTENTS


I.   COMMON SERVICE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . .10
     1    Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
          1.1  Administrative Costs. . . . . . . . . . . . . . . . . . . . .10
          1.2  Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .10
          1.3  Ancillary Services. . . . . . . . . . . . . . . . . . . . . .11
          1.4  Annual Transmission Revenue Requirements. . . . . . . . . . .11
          1.5  Application . . . . . . . . . . . . . . . . . . . . . . . . .11
          1.6  Commission. . . . . . . . . . . . . . . . . . . . . . . . . .11
          1.7  Completed Application . . . . . . . . . . . . . . . . . . . .12
          1.8  Control Area. . . . . . . . . . . . . . . . . . . . . . . . .12
          1.9  Curtailment . . . . . . . . . . . . . . . . . . . . . . . . .13
          1.10      Delivering Party . . . . . . . . . . . . . . . . . . . .13
          1.11      Designated Agent . . . . . . . . . . . . . . . . . . . .13
          1.12      Direct Assignment Facilities . . . . . . . . . . . . . .13
          1.13      Eligible Customer. . . . . . . . . . . . . . . . . . . .14
          1.14      Energy Imbalance Service . . . . . . . . . . . . . . . .15
          1.15      Excepted Transaction . . . . . . . . . . . . . . . . . .15
          1.16      Facilities Study . . . . . . . . . . . . . . . . . . . .15
          1.17      Firm Point-To-Point Transmission Service . . . . . . . .15
          1.18      Firm Transmission Service. . . . . . . . . . . . . . . .15
          1.19      Good Utility Practice. . . . . . . . . . . . . . . . . .16
          1.20      Interest . . . . . . . . . . . . . . . . . . . . . . . .16
          1.21      Interruption . . . . . . . . . . . . . . . . . . . . . .17
          1.22      ISO. . . . . . . . . . . . . . . . . . . . . . . . . . .17
          1.23      Load Ratio Share . . . . . . . . . . . . . . . . . . . .17
          1.24      Load Shedding. . . . . . . . . . . . . . . . . . . . . .17
          1.25      Local Network. . . . . . . . . . . . . . . . . . . . . .17
          1.26      Local Network Service. . . . . . . . . . . . . . . . . .18
          1.27      Local Point-To-Point Service . . . . . . . . . . . . . .18
          1.28      Long-Term Firm Point-To-Point Transmission
                    Service . . .  . . . . . . . . . . . . . . . . . . . . .19
          1.29      Native Load Customers. . . . . . . . . . . . . . . . . .19
          1.30      NEPOOL . . . . . . . . . . . . . . . . . . . . . . . . .19
          1.31      NEPOOL Control Area. . . . . . . . . . . . . . . . . . .19
          1.32      NEPOOL Transmission System . . . . . . . . . . . . . . .20
          1.33      Network Customer . . . . . . . . . . . . . . . . . . . .20
          1.34      Network Integration Transmission Service . . . . . . . .20
          1.35      Network Load . . . . . . . . . . . . . . . . . . . . . .20
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 2

          1.36      Network Operating Agreement. . . . . . . . . . . . . . .20
          1.37      Network Operating Committee. . . . . . . . . . . . . . .21
          1.38      Network Resource . . . . . . . . . . . . . . . . . . . .21
          1.39      Network Upgrades . . . . . . . . . . . . . . . . . . . .22
          1.40      Non-Firm Point-to-Point Transmission Service:. . . . . .22
          1.41      Non-Participant. . . . . . . . . . . . . . . . . . . . .22
          1.42      Non-PTF. . . . . . . . . . . . . . . . . . . . . . . . .22
          1.43      Open Access Same-Time Information System
                    (OASIS)  . . . . . . . . . . . . . . . . . . . . . . . .22
          1.44      Operating Reserve - 10-Minute Non-Spinning
                    Reserve Service  . . . . . . . . . . . . . . . . . . . .23
          1.45      Operating Reserve - 10-Minute Spinning Reserve Service .23
          1.46      Operating Reserve - 30-Minute Reserve Service. . . . . .23
          1.47      Participant. . . . . . . . . . . . . . . . . . . . . . .23
          1.48      Participant RNS Rate . . . . . . . . . . . . . . . . . .23
          1.49      Point(s) of Delivery . . . . . . . . . . . . . . . . . .23
          1.50      Point(s) of Receipt. . . . . . . . . . . . . . . . . . .24
          1.51      Point-To-Point Transmission Service. . . . . . . . . . .24
          1.52      Pool PTF Rate. . . . . . . . . . . . . . . . . . . . . .24
          1.53      Pool RNS Rate. . . . . . . . . . . . . . . . . . . . . .24
          1.54      Power Purchaser. . . . . . . . . . . . . . . . . . . . .25
          1.55      PTF or Pool Transmission Facilities. . . . . . . . . . .25
          1.56      Pre-1997 PTF Rate. . . . . . . . . . . . . . . . . . . .25
          1.57      Reactive Supply and Voltage Control From
                    Generation Sources Service . . . . . . . . . . . . . . .25
          1.58      Receiving Party. . . . . . . . . . . . . . . . . . . . .25
          1.59      Regional Network Service . . . . . . . . . . . . . . . .26
          1.60      Regulation and Frequency Response Service. . . . . . . .26
          1.61      Reserved Capacity. . . . . . . . . . . . . . . . . . . .26
          1.62      Scheduling, System Control and Dispatch
                    Service. . . . . . . . . . . . . . . . . . . . . . . . .26
          1.63      Service Agreement. . . . . . . . . . . . . . . . . . . .26
          1.64      Service Commencement Date. . . . . . . . . . . . . . . .27
          1.65      Short-Term Firm Point-To-Point Transmission
                    Service  . . . . . . . . . . . . . . . . . . . . . . . .27
          1.66      System Impact Study. . . . . . . . . . . . . . . . . . .27
          1.67      System Operator. . . . . . . . . . . . . . . . . . . . .28
          1.68      Tariff . . . . . . . . . . . . . . . . . . . . . . . . .28
          1.69      Third-Party Sale . . . . . . . . . . . . . . . . . . . .28
          1.70      Through or Out Service . . . . . . . . . . . . . . . . .28
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 3

          1.71      Tie Benefit. . . . . . . . . . . . . . . . . . . . . . .29
          1.72      Tie Benefit Service. . . . . . . . . . . . . . . . . . .29
          1.73      Transition Period. . . . . . . . . . . . . . . . . . . .30
          1.74      Transmission Customer. . . . . . . . . . . . . . . . . .30
          1.75      Transmission Provider. . . . . . . . . . . . . . . . . .31
          1.76      Year . . . . . . . . . . . . . . . . . . . . . . . . . .31
     2    Purpose of This Tariff . . . . . . . . . . . . . . . . . . . . . .31
     3    Initial Allocation and Renewal Procedures. . . . . . . . . . . . .33
          3.1  Initial Allocation of Available Transmission Capability . . .33
          3.2  Reservation Priority For Existing Firm Service Customers. . .34
     4    Ancillary Services . . . . . . . . . . . . . . . . . . . . . . . .36
          4.1  Scheduling, System Control and Dispatch
               Service . . . . . . . . . . . . . . . . . . . . . . . . . . .38
          4.2  Reactive Supply and Voltage Control from
               Generation Sources Service. . . . . . . . . . . . . . . . . .38
          4.3  Regulation and Frequency Response Service . . . . . . . . . .38
          4.4  Energy Imbalance Service. . . . . . . . . . . . . . . . . . .38
          4.5  Operating Reserve - 10 Minute Spinning Reserve Service. . . .38
          4.6  Operating Reserve - 10 Minute Non-Spinning
               Reserve Service . . . . . . . . . . . . . . . . . . . . . . .39
          4.7  Operating Reserve - 30 Minute Reserve Service . . . . . . . .39
     5    Open Access Same-Time Information System (OASIS) . . . . . . . . .39
     6    Local Furnishing and Other Tax-Exempt Bonds. . . . . . . . . . . .40
          6.1  Participants That Own Facilities Financed by
               Local Furnishing or Other Tax-Exempt Bonds. . . . . . . . . .40
          6.2  Alternative Procedures for Requesting
               Transmission Service - Local Furnishing Bonds . . . . . . . .41

               Transmission Service - Other Tax-Exempt Bonds . . . . . . . .42
     7    Reciprocity. . . . . . . . . . . . . . . . . . . . . . . . . . . .43
     8    Billing and Payment; Accounting. . . . . . . . . . . . . . . . . .44
          8.1  Participant Billing Procedure . . . . . . . . . . . . . . . .44
          8.2  Non-Participant Billing Procedure . . . . . . . . . . . . . .44
          8.3  Interest on Unpaid Balances . . . . . . . . . . . . . . . . .45
          8.4  Customer Default. . . . . . . . . . . . . . . . . . . . . . .46
          8.5  Study Costs and Revenues. . . . . . . . . . . . . . . . . . .47
     9    Regulatory Filings . . . . . . . . . . . . . . . . . . . . . . . .48
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 4

     10   Force Majeure and Indemnification. . . . . . . . . . . . . . . . .49
          10.1      Force Majeure. . . . . . . . . . . . . . . . . . . . . .49
          10.2      Indemnification. . . . . . . . . . . . . . . . . . . . .50
     11   Creditworthiness . . . . . . . . . . . . . . . . . . . . . . . . .51
     12   Dispute Resolution Procedures. . . . . . . . . . . . . . . . . . .52
          12.1      Internal Dispute Resolution Procedures . . . . . . . . .52
          12.2      Rights Under The Federal Power Act . . . . . . . . . . .53
     13   Stranded Costs . . . . . . . . . . . . . . . . . . . . . . . . . .53
          13.1      General. . . . . . . . . . . . . . . . . . . . . . . . .53
          13.2      Commission Requirements. . . . . . . . . . . . . . . . .55
          13.3      Wholesale Contracts. . . . . . . . . . . . . . . . . . .55
          13.4      Right to Seek or Contest Recovery Unimpaired . . . . . .55
II.  REGIONAL NETWORK SERVICE. . . . . . . . . . . . . . . . . . . . . . . .56
     14   Nature of Regional Network Service . . . . . . . . . . . . . . . .56
     15   Availability of Regional Network Service . . . . . . . . . . . . .57
          15.1      Provision of Regional Network Service. . . . . . . . . .57
          15.2      Eligibility to Receive Regional Network
                    Service . . . . .  . . . . . . . . . . . . . . . . . . .58
     16   Payment for Regional Network Service . . . . . . . . . . . . . . .59
     17   Procedure for Obtaining Regional Network Service . . . . . . . . .60
III.      THROUGH OR OUT SERVICE; TIE BENEFIT SERVICE. . . . . . . . . . . .62
     18   Through or Out Service . . . . . . . . . . . . . . . . . . . . . .62
          18.1      Provision of Through or Out Service. . . . . . . . . . .62
          18.2      Use of Through or Out Service. . . . . . . . . . . . . .62
     19   Payment for Through or Out Service . . . . . . . . . . . . . . . .63
     20   Reservation of Capacity for Through or Out Service . . . . . . . .64
     21   Tie Benefit Service. . . . . . . . . . . . . . . . . . . . . . . .65
     22   Payment for Tie Benefit Service. . . . . . . . . . . . . . . . . .65
IV.  SERVICE DURING THE TRANSITION PERIOD;
     EXCEPTED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . .66
     23   Transition Arrangements. . . . . . . . . . . . . . . . . . . . . .66
     24   Transition Payments. . . . . . . . . . . . . . . . . . . . . . . .66
     25   Excepted Transactions. . . . . . . . . . . . . . . . . . . . . . .67
V.   THROUGH OR OUT SERVICE AS POINT-TO-POINT TRANSMISSION SERVICE . . . . .73
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .73
     26   Nature of Review . . . . . . . . . . . . . . . . . . . . . . . . .74
     27   Nature of Firm Point-To-Point Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .75
          27.1      Term . . . . . . . . . . . . . . . . . . . . . . . . . .75
          27.2      Reservation Priority . . . . . . . . . . . . . . . . . .75
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 5

          27.3      Use of Firm Point-To-Point Transmission
                    Service by the Participants That Own PTF.  . . . . . . .77
          27.4      Service Agreements . . . . . . . . . . . . . . . . . . .77
          27.5      Transmission Customer Obligations for Facility Additions
                    or Redispatch Costs. . . . . . . . . . . . . . . . . . .78
          27.6      Curtailment of Firm Transmission Service . . . . . . . .79
          27.7      Classification of Firm Point-To-Point
                    Transmission Service . . . . . . . . . . . . . . . . . .81
          27.8      Scheduling of Firm Point-To-Point Transmission Service .84
     28   Nature of Non-Firm Point-To-Point Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .85
          28.1      Term . . . . . . . . . . . . . . . . . . . . . . . . . .85
          28.2      Reservation Priority . . . . . . . . . . . . . . . . . .86
          28.3      Use of Non-Firm Point-To-Point Transmission
                    Service by the Transmission Provider . . . . . . . . . .87
          28.4      Service Agreements . . . . . . . . . . . . . . . . . . .88
          28.5      Classification of Non-Firm Point-To-Point Transmission
                    Service. . . . . . . . . . . . . . . . . . . . . . . . .88
          28.6      Scheduling of Non-Firm Point-to-Point
                    Transmission Service:. . . . . . . . . . . . . . . . . .90
          28.7      Curtailment or Interruption of Service . . . . . . . . .92
     29   Service Availability . . . . . . . . . . . . . . . . . . . . . . .94
          29.1      General Conditions . . . . . . . . . . . . . . . . . . .94
          29.2      Determination of Available Transmission
                    Capability . . . . . . . . . . . . . . . . . . . . . . .94
          29.3      Initiating Service in the Absence of an
                    Executed Service Agreement . . . . . . . . . . . . . . .95
          29.4      Obligation to Provide Transmission Service that Requires
                    Expansion or Modification of the Transmission System . .96
          29.5      Deferral of Service. . . . . . . . . . . . . . . . . . .97
          29.6      Real Power Losses. . . . . . . . . . . . . . . . . . . .97
     30   Transmission Customer Responsibilities . . . . . . . . . . . . . .98
          30.1      Conditions Required of Transmission Customers. . . . . .98
          30.2      Transmission Customer Responsibility for
                    Third-Party Arrangements. .  . . . . . . . . . . . . . .99
     31   Procedures for Arranging Firm Point-To-Point
          Transmission Service . . . . . . . . . . . . . . . . . . . . . . 100
          31.1      Application. . . . . . . . . . . . . . . . . . . . . . 100
          31.2      Completed Application. . . . . . . . . . . . . . . . . 101
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 6

          31.3      Deposit. . . . . . . . . . . . . . . . . . . . . . . . 103
          31.4      Notice of Deficient Application. . . . . . . . . . . . 105
          31.5      Response to a Completed Application. . . . . . . . . . 106
          31.6      Execution of Service Agreement . . . . . . . . . . . . 107
          31.7      Extensions for Commencement of Service . . . . . . . . 108
     32   Procedures for Arranging Non-Firm Point-To-Point Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
          32.1      Application. . . . . . . . . . . . . . . . . . . . . . 109
          32.2      Completed Application: . . . . . . . . . . . . . . . . 110
          32.3      Reservation of Non-Firm Point-To-Point
                    Transmission Service: .. . . . . . . . . . . . . . . . 111
          32.4      Determination of Available Transmission
                    Capability . . . . . . . . . . . . . . . . . . . . . . 112
     33   Additional Study Procedures For Firm Point-To-Point Transmission
          Service Requests . . . . . . . . . . . . . . . . . . . . . . . . 113
          33.1      Notice of Need for System Impact Study . . . . . . . . 113
          33.2      System Impact Study Agreement and Cost
                    Reimbursement. . . . . . . . . . . . . . . . . . . . . 115
          33.3      System Impact Study Procedures . . . . . . . . . . . . 116
          33.4      Facilities Study Procedures. . . . . . . . . . . . . . 118
          33.5      Facilities Study Modifications . . . . . . . . . . . . 121
          33.6      Due Diligence in Completing New Facilities . . . . . . 121
          33.7      Partial Interim Service. . . . . . . . . . . . . . . . 122
          33.8      Expedited Procedures for New Facilities. . . . . . . . 123
     34   Procedures if New Transmission Facilities for Firm
          Point-To-Point Transmission Service Cannot be
          Completed. . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
          34.1      Delays in Construction of New Facilities . . . . . . . 124
          34.2      Alternatives to the Original Facility
                    Additions. . . . . . . . . . . . . . . . . . . . . . . 125
          34.3      Refund Obligation for Unfinished Facility
                    Additions. . . . . . . . . . . . . . . . . . . . . . . 127
     35   Provisions Relating to Transmission Construction and Services on
          the Systems of Other Utilities . . . . . . . . . . . . . . . . . 128
          35.1      Responsibility for Third-Party System
                    Additions. . . . . . . . . . . . . . . . . . . . . . . 128
          35.2      Coordination of Third-Party System Additions . . . . . 128
     36   Changes in Service Specifications. . . . . . . . . . . . . . . . 130
          36.1      Modifications on a Non-Firm Basis. . . . . . . . . . . 130
          36.2      Modification on a Firm Basis . . . . . . . . . . . . . 132
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 7

     37   Sale, Assignment or Transfer of Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133
          37.1      Procedures for Sale, Assignment or Transfer of Service 133
          37.2      Limitations on Assignment or Transfer of
                    Service. . . . . . . . . . . . . . . . . . . . . . . . 134
          37.3      Information on Assignment or Transfer of
                    Service. . . . . . . . . . . . . . . . . . . . . . . . 135
     38   Metering and Power Factor Correction at Receipt and Delivery
          Points(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
          38.1      Transmission Customer Obligations. . . . . . . . . . . 135
          38.2      NEPOOL Access to Metering Data . . . . . . . . . . . . 136
          38.3      Power Factor . . . . . . . . . . . . . . . . . . . . . 136
     39   Compensation for New Facilities and Redispatch
          Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
VI.  REGIONAL NETWORK SERVICE (INCLUDING NETWORK INTEGRATION TRANSMISSION
     SERVICE). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
     40   Nature of Network Integration Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
          40.1      Scope of Service . . . . . . . . . . . . . . . . . . . 138
          40.2      Transmission Provider Responsibilities . . . . . . . . 138
          40.3      Network Integration Transmission Service . . . . . . . 139
          40.4      Secondary Service. . . . . . . . . . . . . . . . . . . 140
          40.5      Real Power Losses. . . . . . . . . . . . . . . . . . . 140
          40.6      Restrictions on Use of Service . . . . . . . . . . . . 141
     41   Initiating Service . . . . . . . . . . . . . . . . . . . . . . . 141
          41.1      Condition Precedent for Receiving Service. . . . . . . 141
          41.2      Application Procedures . . . . . . . . . . . . . . . . 142
          41.3      Technical Arrangements to be Completed Prior to
                    Commencement of Service. . . . . . . . . . . . . . . . 147
          41.4      Network Customer Facilities. . . . . . . . . . . . . . 148
          41.5      Filing of Service Agreement. . . . . . . . . . . . . . 148
     42   Network Resources. . . . . . . . . . . . . . . . . . . . . . . . 148
          42.1      Designation of Network Resources . . . . . . . . . . . 148
          42.2      Designation of New Network Resources . . . . . . . . . 149
          42.3      Termination of Network Resources . . . . . . . . . . . 149
          42.4      Operation of Network Resources . . . . . . . . . . . . 150
          42.5      Network Customer Redispatch Obligation . . . . . . . . 150
          42.6      Transmission Arrangements for Network
                    Resources Not Physically Interconnected With
                    The NEPOOL Transmission System. . . . . . . . . . . .  150
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 8

          42.7      Limitation on Designation of Network
                    Resources. . . . . . . . . . . . . . . . . . . . . . . 151
          42.8      Use of Interface Capacity by the Network
                    Customer . . . . . . . . . . . . . . . . . . . . . . . 151
     43   Designation of Network Load. . . . . . . . . . . . . . . . . . . 152
          43.1      Network Load . . . . . . . . . . . . . . . . . . . . . 152
          43.2      New Network Loads Connected With the NEPOOL
                    Transmission System  . . . . . . . . . . . . . . . . . 152
          43.3      Network Load Not Physically Interconnected
                    with the NEPOOL Transmission System  . . . . . .  . .  153
          43.4      New Interconnection Points . . . . . . . . . . . . . . 154
          43.5      Changes in Service Requests. . . . . . . . . . . . . . 155
          43.6      Annual Load and Resource Information Updates . . . . . 155
     44   Additional Study Procedures For Network Integration Transmission
          Service Requests . . . . . . . . . . . . . . . . . . . . . . . . 156
          44.1      Notice of Need for System Impact Study . . . . . . . . 156
          44.2      System Impact Study Agreement and Cost
               Reimbursement . . . . . . . . . . . . . . . . . . . . . . . 158
          44.3      System Impact Study Procedures . . . . . . . . . . . . 160
          44.4      Facilities Study Procedures. . . . . . . . . . . . . . 161
     45   Load Shedding and Curtailments . . . . . . . . . . . . . . . . . 164
          45.1      Procedures . . . . . . . . . . . . . . . . . . . . . . 164
          45.2      Transmission Constraints . . . . . . . . . . . . . . . 164
          45.3      Cost Responsibility for Relieving Transmission
                    Constraints. . . . . . . . . . . . . . . . . . . . . . 166
          45.4      Curtailments of Scheduled Deliveries . . . . . . . . . 166
          45.5      Allocation of Curtailments . . . . . . . . . . . . . . 166
          45.6      Load Shedding. . . . . . . . . . . . . . . . . . . . . 167
          45.7      System Reliability . . . . . . . . . . . . . . . . . . 167
     46   Rates and Charges  . . . . . . . . . . . . . . . . . . . . . . . 169
          46.1      Determination of Network Customer's Monthly
                    Network Load. .. . . . . . . . . . . . . . . . . . . . 169
          46.2      Redispatch Charge. . . . . . . . . . . . . . . . . . . 170
     47   Operating Arrangements . . . . . . . . . . . . . . . . . . . . . 170
          47.1      Operation under The Network Operating
                    Agreement  . . . . . . . . . . . . . . . . . . . . . . 170
          47.2      Network Operating Agreement. . . . . . . . . . . . . . 171
          47.3      Network Operating Committee. . . . . . . . . . . . . . 173
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 9

SCHEDULE 1     Scheduling, System Control and Dispatch Service . . . . . . 174
SCHEDULE 2     Reactive Supply and Voltage Control from
               Generation Sources Service  . . . . . . . . . . . . . . . . 177
SCHEDULE 3     Regulation and Frequency Response Service
               (Automatic Generator Control) . . . . . . . . . . . . . . . 179
SCHEDULE 4     Energy Imbalance Service. . . . . . . . . . . . . . . . . . 182
SCHEDULE 5     Operating Reserve - 10-Minute Spinning Reserve Service. . . 183
SCHEDULE 6     Operating Reserve - 10-Minute Non-Spinning Reserve Service. 186
SCHEDULE 7     Operating Reserve - 30-Minute Reserve Service . . . . . . . 189
SCHEDULE 8     Through or Out Service -The Pool PTF Rate . . . . . . . . . 192
SCHEDULE 9     Regional Network Service. . . . . . . . . . . . . . . . . . 194
SCHEDULE 10    Tie Benefit Service . . . . . . . . . . . . . . . . . . . . 201
SCHEDULE 11    Transition Payments . . . . . . . . . . . . . . . . . . . . 202
ATTACHMENT A   Form of Service Agreement for Through or Out Service or 
               Other Point-To-PointTransmission Service  . . . . . . . . . 204
ATTACHMENT B   Form Of Service Agreement For Regional Network Service,
               including Network Integration Transmission Service  . . . . 209
ATTACHMENT C   Methodology To Assess Available Transmission Capability . . 211
ATTACHMENT D   Methodology for Completing a System Impact
               Study . . . . . . . . . . . . . . . . . . . . . . . . . . . 213
ATTACHMENT E   Local Networks. . . . . . . . . . . . . . . . . . . . . . . 215
ATTACHMENT F   Annual Transmission Revenue Requirements. . . . . . . . . . 216
ATTACHMENT G   List Of Excepted Transaction Agreements . . . . . . . . . . 223
ATTACHMENT G-1 Agreements re Local Network Service . . . . . . . . . . . . 250
ATTACHMENT H   Form of Network Operating Agreement . . . . . . . . . . . . 251
ATTACHMENT I   Form of System Impact Study Agreement . . . . . . . . . . . 263
ATTACHMENT J   Form of Facilities Study Agreement. . . . . . . . . . . . . 271

<PAGE>
                                                             FILE NO. 70-

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 10

I.      COMMON SERVICE PROVISIONS
1       Definitions
        Whenever used in this Tariff, in either the singular or  plural number,
        the following capitalized terms shall have the meanings specified in
        Sections 1.1 to 1.76 of this Part I.  Terms used in this Tariff but not
        defined in Sections 1.1 to 1.76 which are defined in the Agreement
        shall have the meanings specified in the Agreement.  Terms used in this
        Tariff that are not defined in this Tariff or in the Agreement shall
        have the meanings customarily attributed to such terms by the electric
        utility industry in New England.
        1.1    Administrative Costs: Those costs incurred in connection with
               the review of Applications for transmission service and the
               carrying out of System Impact Studies and Facilities Studies.
        1.2    Agreement:  The Restated New England Power Pool Agreement dated
               as of September 1, 1971, as amended and restated from time to
               time, of which this Tariff forms a part.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 11


        1.3    Ancillary Services:  Those services that are necessary to
               support the transmission of electric capacity and energy from
               resources to loads while maintaining reliable operation of the
               NEPOOL Transmission System in accordance with Good Utility
               Practice.
        1.4    Annual Transmission Revenue Requirements:  The annual revenue
               requirements of a Participant's PTF or of all Participants' PTF
               for purposes of this Tariff shall be the amount determined in
               accordance with Attachment F to this Tariff.
        1.5    Application:  A written request by an Eligible Customer for
               transmission service pursuant to the provisions of this Tariff.
        1.6    Commission:  The Federal Energy Regulatory Commission and any
               regulatory agency succeeding to substantially all of the
               authority of the Federal Energy Regulatory Commission with
               respect to electric power.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 12


        1.7    Completed Application:  An Application that satisfies all of the
               information and other requirements of this Tariff, including any
               required deposit.
        1.8    Control Area:  An electric power system or combination of
               electric power systems to which a common automatic generation
               control scheme is applied in order to:
               (l)     match, at all times, the power output of the generators
                       within the electric power system(s) and capacity and
                       energy purchased from entities outside the electric
                       power system(s), with the load within the electric power
                       system(s);
               (2)     maintain scheduled interchange with other Control Areas,
                       within the limits of Good Utility Practice;
               (3)     maintain the frequency of the electric power system(s)
                       within reasonable limits in accordance with Good Utility
                       Practice and the criteria or the applicable regional
                       reliability council or the North American Electric
                       Reliability Council; and
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 13


               (4)     provide sufficient generating capacity to maintain
                       operating reserves in accordance with Good Utility
                       Practice.
        1.9    Curtailment:  A reduction in firm or non-firm transmission
               service in response to a transmission capacity shortage as a
               result of system reliability conditions.
        1.10   Delivering Party:  The entity supplying capacity and/or energy
               to be transmitted at Point(s) of Receipt under this Tariff.
        1.11   Designated Agent:  Any entity that performs actions or functions
               required under the Tariff on behalf of NEPOOL, an Eligible
               Customer, or a Transmission Customer.
        1.12   Direct Assignment Facilities:  Facilities or portions of
               facilities that are constructed for the sole use/benefit of a
               particular Transmission Customer requesting service under this
               Tariff.  Direct Assignment Facilities shall be specified in the
               Service Agreement that governs service to the Transmission
               Customer, shall be subject
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 14


               to applicable Commission requirements and shall be paid for by
               the Transmission Customer in accordance with the Service
               Agreement and not under this Tariff.
        1.13   Eligible Customer:  (i) any Participant; (ii) any electric
               utility (including any power marketer), Federal power marketing
               agency, or any other entity generating electric energy for sale
               or for resale; provided that electric energy sold or produced by
               such entity is electric energy produced in the United States,
               Canada or Mexico; and provided further, however, that such
               entity shall not be eligible to receive transmission service
               under this Tariff if such service would be prohibited
               by Section 212(h)(2) of the Federal Power Act; and (iii) any
               retail customer, or any supplier of retail service, taking
               unbundled transmission service pursuant to a state retail access
               program, in accordance with the applicable state requirements,
               or pursuant to a voluntary offer of unbundled transmission
               service by the Participants.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 15


        1.14   Energy Imbalance Service:  This service is the form of Ancillary
               Service described in Schedule 4.
        1.15   Excepted Transaction:  A transaction specified in Section 25 for
               the applicable period specified in that Section.
        1.16   Facilities Study:  An engineering study conducted pursuant to
               the Agreement or this Tariff by the System Operator and/or one
               or more affected Participants to determine the required
               modifications to the NEPOOL Transmission System, including the
               cost and scheduled completion date for such modifications, that
               will be required to provide a requested transmission service.
        1.17   Firm Point-To-Point Transmission Service: Point-to-Point
               Transmission Service which is reserved and/or scheduled between
               specified Points of Receipt and Delivery in accordance with the
               applicable procedure specified in Part II or Part V of this
               Tariff.
        1.18   Firm Transmission Service: Service for Native Load Customers,
               firm Regional Network Service (including
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 16


               Network Integration Transmission Service), service for Excepted
               Transactions and Firm Point-to-Point Transmission Service
               (including Through or Out Service).
        1.19   Good Utility Practice:  Any of the practices, methods and acts
               engaged in or approved by a significant portion of the electric
               utility industry during the relevant time period, or any of the
               practices, methods and acts which, in the exercise of reasonable
               judgment in light of the facts known at the time the decision
               was made, could have been expected to accomplish the desired
               result at a reasonable cost consistent with good business
               practices, reliability, safety and expedition.  Good Utility
               Practice is not intended to be limited to the optimum
               practice, method, or act to the exclusion of all others, but
               rather includes all acceptable practices, methods, or acts
               generally accepted in the region.
        1.20   Interest: Interest calculated in the manner specified in Section
               8.3
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 17


        1.21   Interruption: A reduction in non-firm transmission service due
               to economic reasons pursuant to Section 28.7.
        1.22   ISO:  The independent System Operator which is expected to
               assume responsibility for the continued operation of the NEPOOL
               Control Area from the NEPOOL control center and the
               administration of this Tariff, subject to regulation by the
               Commission.
        1.23   Load Ratio Share: Ratio of a Transmission Customer's Network
               Load to the Participants' total load computed in accordance with
               Section 46.1 under Part VI of the Tariff and calculated on a
               rolling twelve month average basis.
        1.24   Load Shedding: The systematic reduction of system demand by
               temporarily decreasing load in response to transmission system
               or area capacity shortages, system instability, or voltage
               control considerations under Part VI of the Tariff.
        1.25   Local Network: The transmission facilities constituting a local
               network identified on Attachment E, and any
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 18


               other local network or change in the designation of a Local
               Network as a Local Network which the Management Committee may
               designate or approve from time to time.  The Management
               Committee may not unreasonably withhold approval of a request by
               a Participant that it effect such a change or designation.
        1.26   Local Network Service:  Local Network Service is the service
               provided, under a separate tariff or contract, by a Participant
               that is a Transmission Provider to another Participant, or other
               entity connected to the Transmission Provider's Local Network to
               permit the other Participant or entity to efficiently and
               economically utilize its resources to serve its Load.
        1.27   Local Point-To-Point Service:  Local Point-To-Point service is
               service provided, under a separate tariff or contract, by a
               Participant that is a Transmission Provider over Non-PTF or
               distribution facilities to permit a Participant or other
               entity with an Entitlement in a generating unit to deliver the
               output of such unit
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 19


               to an interconnection point on the NEPOOL Transmission System.
               Local Point-To-Point Service may be included as part of Local
               Network Service.
        1.28   Long-Term Firm Point-To-Point Transmission Service:  Firm Point-
               To-Point Transmission Service under Part II or V of this Tariff
               with a term of one year or more.
        1.29   Native Load Customers:  The wholesale and retail power customers
               of a Participant or other entity which is a Transmission
               Provider on whose behalf the Participant or other entity, by
               statute, franchise, regulatory requirement, or contract, has
               undertaken an obligation to, construct and operate its system to
               meet the reliable electric needs of such customers.
        1.30   NEPOOL:  The New England Power Pool, the power pool created
               under and governed by the Agreement, and the entities
               collectively participating in the New England Power Pool.
        1.31   NEPOOL Control Area: The Control Area (as defined in Section
               1.8) for NEPOOL.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 20


        1.32   NEPOOL Transmission System:  The PTF transmission facilities
               owned by the Participants and their Related Persons.
        1.33   Network Customer: A Participant or Non-Participant receiving
               transmission service pursuant to the terms of the Network
               Integration Transmission Service under Part II and Part VI of
               the Tariff.
        1.34   Network Integration Transmission Service: The transmission
               service provided under Part VI of the Tariff.
        1.35   Network Load: The load that a Network Customer designates for
               Network Integration Transmission Service under Parts II and VI
               of the Tariff.  The Network Customer's Network Load shall
               include all load served by it within the NEPOOL Control Area and
               any load outside the NEPOOL Control Area served by the output of
               any Network Resources designated by the Network Customer.
        1.36   Network Operating Agreement: An executed agreement that contains
               the terms and conditions under which, in the
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 21


               form of Attachment H or any other form that is mutually agreed
               to, the Network Customer shall operate its facilities and the
               technical and operational matters associated with the
               implementation of Network Integration Transmission Service
               under Part VI of this Tariff.
        1.37   Network Operating Committee: A group made up of representatives
               from the Network Customer(s) and the System Operator established
               to coordinate operating criteria and other technical
               considerations required for implementation of Network
               Integration Transmission Service under Part VI of this Tariff.
        1.38   Network Resource: Any designated generating resource owned or
               purchased by a Network Customer under the Network Integration
               Transmission Service Tariff.  Network Resources do not include
               any resource, or any portion thereof, that is committed for sale
               to third parties or otherwise cannot be called upon to meet the
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 22


               Network Customer's Network Load on a non-interruptible basis.
        1.39   Network Upgrades: Modifications or additions to transmission-
               related facilities that are integrated with and support the
               overall NEPOOL Transmission System for the general benefit of
               all users of such Transmission System.
        1.40   Non-Firm Point-to-Point Transmission Service: Point-to-Point
               Transmission Service under this Tariff that is subject to
               Curtailment or Interruption under the circumstances specified in
               Section 28.7 of this Tariff.
        1.41   Non-Participant:  Any entity that is not a Participant.
        1.42   Non-PTF:  The transmission facilities owned by the Participants
               and their Related Persons that do not constitute PTF.
        1.43   Open Access Same-Time Information System (OASIS):  The NEPOOL
               information system and standards of conduct responding to
               requirements of 18 C.F.R. <section>37 of the Commission's
               regulations.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 23


        1.44   Operating Reserve - 10-Minute Non-Spinning Reserve Service:
               This service is the form of Ancillary Service described in
               Schedule 6.
        1.45   Operating Reserve - 10-Minute Spinning Reserve Service:  This
               service is the form of Ancillary Service described in Schedule
               5.
        1.46   Operating Reserve - 30-Minute Reserve Service:  This service is
               the form of Ancillary Service described in Schedule 7.
        1.47   Participant: Participant has the meaning specified in the
               Agreement.
        1.48   Participant RNS Rate:  The rate applicable to Regional Network
               Service to effect a delivery to Load in a particular Local
               Network, as determined in accordance with Schedule 9 to this
               Tariff.
        1.49   Point(s) of Delivery:  Point(s) where capacity and/or energy
               transmitted by the Participants will be made available to the
               Receiving Party under this Tariff.  The
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 24


               Point(s) of Delivery shall be specified in the Service
               Agreement, if applicable.
        1.50   Point(s) of Receipt:  Point(s) of interconnection where capacity
               and/or energy to be transmitted by the Participants will be made
               available to NEPOOL by the Delivering Party under this Tariff.
               The Point(s) of Receipt shall be specified in the Service
               Agreement, if applicable.
        1.51   Point-To-Point Transmission Service:  The transmission of
               capacity and/or energy on either a firm or non-firm basis from
               the Point(s) of Receipt to the Point(s) of Delivery under this
               Tariff.
        1.52   Pool PTF Rate:  The transmission rate determined in accordance
               with Schedule 8 to this Tariff.
        1.53   Pool RNS Rate:  The transmission rate determined in accordance
               with paragraph (2)of Schedule 9 to this Tariff.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 25


        1.54   Power Purchaser: The entity that is purchasing the capacity
               and/or energy to be transmitted under the Tariff.
        1.55   PTF or Pool Transmission Facilities:  The (i) transmission
               facilities owned by the Participants and their Related Persons
               which constitute PTF pursuant to the Agreement, and (ii) the
               static var compensator installed at Chester, Maine at the
               request of the Participants.
        1.56   Pre-1997 PTF Rate: The transmission rate of a Participant
               determined in accordance with Schedule 9 to this Tariff.
        1.57   Reactive Supply and Voltage Control From Generation Sources
               Service:  This service is the form of Ancillary Service
               described in Schedule 2.
        1.58   Receiving Party:  The entity receiving the capacity and/or
               energy transmitted to Point(s) of Delivery under this Tariff.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 26


        1.59   Regional Network Service:  The transmission service described in
               Section 14 of this Tariff.
        1.60   Regulation and Frequency Response Service:  This service is the
               form of Ancillary Service described in Schedule 3.
        1.61   Reserved Capacity:  The maximum amount of capacity and energy
               that is committed to the Transmission Customer for transmission
               over the NEPOOL Transmission System between the Point(s) of
               Receipt and the Point(s) of Delivery under Part V of this
               Tariff.  Reserved Capacity shall be expressed in terms of
               whole kilowatts on a sixty minute interval (commencing on the
               clock hour) basis.
        1.62   Scheduling, System Control and Dispatch Service:  This service
               is the form of Ancillary Service described in Schedule 1.
        1.63   Service Agreement:  The initial agreement and any attachments,
               amendments or supplements thereto entered into, upon completion
               of any required System Impact
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 27


               Study and Facilities Study, by the Transmission Customer and the
               System Operator on behalf of the NEPOOL Participants, for
               service under this Tariff.
        1.64   Service Commencement Date:  The date service is to begin
               pursuant to the terms of an executed Service Agreement, or the
               date service begins in accordance with Section 29.3 or Section
               41.1 under this Tariff, or in the case of Regional Network
               Service which is not required to be furnished under a Service
               Agreement pursuant to Section 17 of this Tariff, the date
               service actually commences.
        1.65   Short-Term Firm Point-To-Point Transmission Service:  Firm
               Point-To-Point Transmission Service under Part V of this Tariff
               with a term of less than one year.
        1.66   System Impact Study:  An assessment pursuant to Part II, V or VI
               of this Tariff of (i) the adequacy of the NEPOOL Transmission
               System to accommodate a request for a new interconnection or new
               Regional Network Service, Through or Out Service, or Network
               Integration Transmission Service and (ii) whether any
               additional costs may be
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 28


               required to be incurred in order to provide the transmission
               service.
        1.67   System Operator:  The central dispatching agency provided for in
               the Agreement which has responsibility for the operation of the
               NEPOOL Control Area from the control center and the
               administration of this Tariff.  The System Operator shall be
               the ISO after it has been activated and is prepared to assume
               responsibility for the NEPOOL Control Area and control center.
        1.68   Tariff:  This NEPOOL Open Access Transmission Tariff and
               accompanying schedules and attachments, as modified and amended
               from time to time.
        1.69   Third-Party Sale: Any sale for resale in interstate commerce by
               a Participant which is a Transmission Provider to a Power
               Purchaser, to be transmitted under this Tariff as Through or Out
               Service.
        1.70   Through or Out Service:  Transmission service provided by NEPOOL
               with respect to a transaction which requires the use of PTF and
               which goes through the NEPOOL Control
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 29


               Area, as, for example, from New Brunswick to New York, or from
               one point on the NEPOOL Control Area boundary with New York to
               another point on the Control Area boundary with New York, or
               with respect to a transaction which goes out of the NEPOOL
               Control Area from a point in the NEPOOL Control Area, as, for
               example, from Boston to New York.
        1.71   Tie Benefit:  Tie Benefit has the meaning specified in Section
               21.
        1.72   Tie Benefit Service:  Transmission service provided by NEPOOL
               with respect to the receipt by a Participant of a Tie Benefit,
               for Installed Capability Responsibility or other purposes,
               provided by the existing transmission ties between the NEPOOL
               Control Area, on the one hand, and New York or New Brunswick, on
               the other hand.  The amount in Kilowatts of Tie Benefit Service
               received by a Participant at any time shall be the firm load
               equivalent of the amount of the reduction in its
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 30


               Installed Capability Responsibility obligation because of its
               receipt of the Tie Benefit Service.
        1.73   Transition Period:  The five-year period commencing on the date
               on which this Tariff becomes effective.
        1.74   Transmission Customer:  Any Eligible Customer that (i) is a
               Participant which is not required to sign a Service Agreement
               with respect to a service to be furnished to it in accordance
               with Section 17, or (ii) executes, on its own behalf or through
               its Designated Agent, a Service Agreement, or (iii) requests in
               writing, on its own behalf or through its Designated Agent, that
               NEPOOL file with the Commission, a proposed unexecuted Service
               Agreement in order that the Eligible Customer may receive
               transmission service under Parts V or VI of this Tariff or (iv)
               is otherwise obligated to pay charges under the Tariff.  This
               term is used in Part I to include customers receiving
               transmission service under this Tariff.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 31


        1.75   Transmission Provider: The Participants collectively with
               respect to this Tariff, or an individual Participant with
               respect to service under its individual tariff or other
               arrangement.
        1.76   Year: A period of 365 or 366 days, whichever is appropriate,
               commencing on, or on the anniversary of, the effective date of
               this Tariff.  Year One is the Year commencing on the effective
               date, and Years Two and higher follow it in sequence.
2       Purpose of This Tariff
        This Tariff, together with the transmission provisions in Part Four of
        the Agreement, is intended to provide a regional arrangement which will
        cover new uses of the NEPOOL Transmission System.  The arrangement is
        designed and shall be operated in such a manner as to encourage and
        promote competition in the electric market to the benefit of
        ultimate users of electric energy.  New uses of transmission facilities
        which require the use of a single Participant Local Network will
        continue to be provided in part under that
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 32


        Participant's filed tariff as Local Network Service.  Any new regional
        use of the NEPOOL Transmission System must be obtained from NEPOOL
        pursuant to this Tariff and not from individual Participants.  All new
        transmission service under this Tariff will be provided as Regional
        Network Service pursuant to Part II of this Tariff at rates which
        will be paid by Participants and Non-Participants on the basis of their
        loads, subject to exceptions only for (i) Tie Benefit Service and (ii)
        Through or Out Service which will be provided pursuant to Part III of
        this Tariff at the rates specified therein, and subject also
        to a requirement that Transition Payments be made in accordance with
        Part IV of this Tariff.  Ancillary Services will be supplied in
        accordance with Section 4 of this Tariff.
        Tie Benefit Service and a five-year transitional arrangement, which is
        described in Part IV of this Tariff, and continuing service for
        Excepted Transactions, have been negotiated to phase in the financial
        impacts of the change from the historic regime in which uses of
        the NEPOOL Transmission
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 33


        System had to be obtained and paid for under the individual tariffs of
        the Participants to a regime in which the service will be obtained from
        the Participants through NEPOOL at a rate which will not vary with
        distance and which covers all possible regional uses of the NEPOOL
        Transmission System.
        This Tariff is intended to provide for comparable, non-discriminatory
        treatment of all similarly situated Transmission Providers and all
        Participants and Non-Participants that are transmission users, and it
        shall be construed in the manner which best achieves this objective.
        This Tariff, and the provisions of Part Four of the Agreement, provide
        for a two-tier transmission arrangement integrating regional service
        which is provided under this Tariff, and Local Network Service and, for
        limited purposes, Local Point-to-Point Service which are provided under
        the Participants' individual system tariffs.
3       Initial Allocation and Renewal Procedures
        3.1    Initial Allocation of Available Transmission Capability:  For
               purposes of determining whether existing capability
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 34


               on the NEPOOL Transmission System is adequate to accommodate a
               request for new Through or Out Service under Part V of this
               Tariff, all Completed Applications for new service received
               during the initial sixty-day period of the Transition Period
               will be deemed to have been filed simultaneously.  A lottery
               system conducted by an independent accounting firm shall be used
               to assign priorities for Completed Applications filed
               simultaneously.  All Completed Applications for Through or Out
               Service received after the initial sixty-day period shall be
               assigned a priority pursuant to Section 27.2.
        3.2    Reservation Priority For Existing Firm Service Customers:
               Existing firm service customers receiving service with respect
               to Excepted Transactions and any other existing firm service
               customers of the Participants (wholesale requirements
               customers and transmission-only customers) with a contract term
               of one year or more have the right to continue to take
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 35


               transmission service at the same or a reduced level under this
               Tariff at the time when the existing contract terminates during
               or after the Transition Period.  This transmission reservation
               priority is independent of whether the existing customer
               continues to purchase capacity and energy from its existing
               supplier or elects to purchase capacity and energy from another
               supplier.  If, at the end of the contract term, the NEPOOL
               Transmission System cannot accommodate all of the requests
               for transmission service, the existing firm service customer
               must agree to accept a contract term at least equal to a
               competing request by any new Eligible Customer and to pay the
               current just and reasonable rate, filed with the Commission, for
               such service.  This transmission reservation priority for
               existing firm service customers is an ongoing right that may be
               exercised as to any firm contract with a term of one year or
               longer by filing an Application in accordance with this Tariff
               at least sixty days in advance of the
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 36


               first day of the calendar month in which the existing contract
               term is to terminate.
4       Ancillary Services
        Ancillary Services are needed with transmission service to maintain
        reliability within the NEPOOL Control Area.  The Participants are
        required to provide through NEPOOL, and the Transmission Customer is
        required to purchase from NEPOOL, Scheduling, System Control and
        Dispatch Service, and Reactive Supply and Voltage Control from
        Generation Sources Service.
        The Participants offer to provide or arrange for, through NEPOOL, the
        following Ancillary Services, but only to a Transmission Customer
        serving load within the NEPOOL Control Area (i) Regulation and
        Frequency Response (Automatic Generator Control), (ii) Energy
        Imbalance, (iii) Operating Reserve - 10-Minute Spinning, (iv)
        Operating Reserve - 10-Minute Non-Spinning and (v) Operating Reserve -
        30-Minute.  A Participant or other Transmission Customer serving load
        within the NEPOOL Control Area is required to provide these Ancillary
        Services, whether from the System Operator, from a
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 37


        third party, or by self-supply.  A Transmission Customer may not
        decline NEPOOL's offer of these Ancillary Services unless the
        Transmission Customer demonstrates to the System Operator that the
        Transmission Customer has acquired Ancillary Services of equal quality
        from another source.  The Transmission Customer that is not a
        Participant must list in its Application which Ancillary Services it
        will purchase through NEPOOL.
        In the event of an unauthorized use of any Ancillary Service by the
        Transmission Customer, the Transmission Customer will be required to
        pay 150% of the charge which would otherwise be applicable.
        The specific Ancillary Services, prices and/or compensation methods are
        described on the Schedules that are attached to and made a part of this
        Tariff.  If a rate discount is offered or attributed to a Participant
        or to a Related Person of a Participant, the same discounted Ancillary
        Service rate will be offered to all Eligible Customers.  Information
        regarding any discounted Ancillary Service rates will be
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 38


        posted on OASIS pursuant to 18 C.F.R. <section>37 of the Commission's
        regulations.  In addition, discounts to non-affiliates will be offered
        in a not unduly discriminatory manner.  Sections 4.1 through 4.7 below
        list the seven Ancillary Services.
        4.1    Scheduling, System Control and Dispatch Service:  The rates
               and/or methodology are described in Schedule 1.
        4.2    Reactive Supply and Voltage Control from Generation Sources
               Service:  The rates and/or methodology are described in Schedule
               2.
        4.3    Regulation and Frequency Response Service:  Where applicable,
               the rates and/or methodology are described in Schedule 3.
        4.4    Energy Imbalance Service:  Where applicable, the rates and/or
               methodology are described in Schedule 4.
        4.5    Operating Reserve - 10 Minute Spinning Reserve Service:  Where
               applicable, the rates and/or methodology for this service are
               described in Schedule 5.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 39


        4.6    Operating Reserve - 10 Minute Non-Spinning Reserve Service:
               Where applicable, the rates and/or methodology for this service
               are described in Schedule 6.
        4.7    Operating Reserve - 30 Minute Reserve Service:  Where
               applicable, the rates and/or methodology for this service are
               described in Schedule 7.
5       Open Access Same-Time Information System (OASIS)
        Terms and conditions regarding the NEPOOL Open Access Same-Time
        Information System and standards of conduct are set forth in 18 C.F.R.
        <section>37 of the Commission's regulations (Open Access Same-Time
        Information System and Standards of Conduct for Public Utilities).  In
        the event available transmission capability, as posted on OASIS, is
        insufficient to accommodate a request for firm transmission service,
        additional studies may be required as provided by this Tariff pursuant
        to Sections 33 and 44.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 40


6       Local Furnishing and Other Tax-Exempt Bonds
        6.1    Participants That Own Facilities Financed by Local Furnishing or
               Other Tax-Exempt Bonds:  This provision is applicable only to
               Participants that have financed facilities for the local
               furnishing of electric energy with tax-exempt bonds, as
               described in Section 142(f) of the Internal Revenue Code ("local
               furnishing bonds") or other tax-exempt bonds, as described in
               Section 103(b) of the Internal Revenue Code ("other tax-exempt
               bonds").  Notwithstanding any other provision of this Tariff, a
               Participant shall not be required to provide service to any
               Eligible Customer pursuant to this Tariff if the provision of
               such transmission service would jeopardize the tax-exempt status
               of any local furnishing bond(s) or other tax-exempt bonds used
               to finance the Participant's facilities that would be used in
               providing such Transmission Service.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 41


        6.2    Alternative Procedures for Requesting Transmission Service -
               Local Furnishing Bonds:
               (i)     If a Participant determines that the provision of
                       transmission service to be provided under this Tariff
                       would jeopardize the tax-exempt status of any
                       local furnishing bond(s) used to finance the
                       Participant's facilities that would be used in providing
                       such transmission service, the Management Committee
                       shall be advised within thirty days of receipt of a
                       Completed Application by an Eligible Customer requesting
                       such service, or the date on which this Tariff becomes
                       effective, whichever is applicable.
               (ii)    If an Eligible Customer thereafter renews its request
                       for the same transmission service referred to in (i) by
                       tendering an application under Section 211 of the
                       Federal Power Act, or the Management Committee
                       tenders such an application requesting that service be
                       provided under this Tariff, the
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 42


               Participant, within ten days of receiving a copy of the Section
               211 application, will waive its rights to receive a request for
               service under Section 213(a) of the Federal Power Act and to the
               issuance of a proposed order under Section 212(c) of the Federal
               Power Act and will provide the requested transmission service in
               accordance with the terms and conditions of this Tariff.
        6.3    Alternative Procedures for Requesting Transmission Service -
               Other Tax-Exempt Bonds:
               If a Participant determines that the provision of transmission
               service to be provided under the Tariff would jeopardize the
               tax-exempt status of any other tax-exempt bonds used to finance
               the Participant's facilities that would be used in furnishing
               such transmission service, it shall notify the Management
               Committee within thirty days of the date on which this Tariff
               becomes effective, and shall elect in its notice either to
               comply with the procedure specified in Section
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 43


               6.2(ii) or to make its facilities unavailable under the Tariff
               and thereby waive its right to share in the distribution of
               revenues received under the Tariff derived from such facilities.
               Any such election may be changed at any time.
7       Reciprocity
        A Transmission Customer receiving transmission service under this
        Tariff, whether a Participant or a Non-Participant, agrees to provide
        comparable transmission service to the Participants on similar terms
        and conditions over facilities used for the transmission of electric
        energy in Canada or used for such transmission in the United States in
        interstate commerce and that are owned, controlled or operated by, or
        on behalf of the Transmission Customer or its Related Person.
        Transmission of power on the Transmission Customer's system to the
        border of the NEPOOL Control Area and transfer of ownership at that
        point shall not satisfy, or relieve the Transmission Customer of, the
        obligation to provide reciprocal service.  This reciprocity requirement
        also
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 44


        applies to any Transmission Customer that owns, controls or operates
        transmission facilities that uses an intermediary, such as a power
        marketer, to request transmission service under this Tariff.  If the
        Transmission Customer does not own, control or operate transmission
        facilities, the Transmission Customer must include in its Application a
        sworn statement of one of its duly authorized officers or other
        representatives that the purpose of its Application is not to assist an
        Eligible Customer to avoid the requirements of this provision.
8       Billing and Payment; Accounting
        8.1    Participant Billing Procedure:  Billings to Participants for
               services received under this Tariff shall be made in accordance
               with the billing procedures established pursuant to the
               Agreement.
        8.2    Non-Participant Billing Procedure:  Within a reasonable time
               after the first day of each month, the System Operator will
               submit on behalf of the Participants an invoice to each Non-
               Participant Transmission Customer
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 45


               for the charges for all services furnished under this Tariff
               during the preceding month.  The invoice shall be paid by the
               Non-Participant Transmission Customer to the System Operator for
               NEPOOL within ten days of receipt.  All payments shall be made,
               in accordance with the procedure specified by the System
               Operator, in immediately available funds payable to the System
               Operator or by wire transfer to a bank account designated by the
               System Operator.
        8.3    Interest on Unpaid Balances:  Interest on any unpaid amounts
               (including amounts placed in escrow) will be calculated in
               accordance with the methodology specified for interest on
               refunds in 18 C.F.R. <section>35.19a(a)(2)(iii) of the
               Commission's regulations.  Interest on delinquent amounts will
               be calculated from the due date of the bill to the date of
               payment.  When payments are made by mail, bills will be
               considered as having been paid on the date of receipt of
               payment by the System Operator or by the bank designated by the
               System Operator.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 46


        8.4    Customer Default: In the event a Transmission Customer which is
               a Participant fails to perform its obligations under the Tariff,
               Section 21.2 of the Agreement shall be applicable to the
               failure.  In the event a Non-Participant Transmission
               Customer fails, for any reason other than a billing dispute as
               described below, to make payment to the System Operator on or
               before the due date as described above, and such failure of
               payment is not corrected within thirty calendar days after the
               System Operator notifies the Transmission Customer to cure such
               failure, or if the Transmission Customer violates any provision
               of its Service Agreement, a default by the Transmission Customer
               will be deemed to exist.  Upon the occurrence of a default,
               NEPOOL may initiate a proceeding with the Commission to
               terminate service but shall not terminate service until the
               Commission approves such termination.  In the event of a billing
               dispute between NEPOOL and the Transmission Customer, service
               will continue to be provided under the Service
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 47


               Agreement as long as the Transmission Customer (i) continues to
               make all payments not in dispute, and (ii) pays into an
               independent escrow account the portion of the invoice in
               dispute, pending resolution of such dispute.  If the
               Transmission Customer fails to meet these two requirements for
               continuation of service, then the System Operation may provide
               notice to the Transmission Customer of NEPOOL's intention to
               suspend service in sixty days, in accordance with applicable
               Commission rules and regulations, and may proceed with such
               suspension.
        8.5    Study Costs and Revenues: A Participant which is a Transmission
               Provider shall (i) include in a separate operating revenue
               account or subaccount the revenues, if any, it receives from
               transmission service when making Third-Party Sales under
               this Tariff, and (ii) include in a separate transmission
               operating expense account or subaccount, costs properly
               chargeable to expense that are incurred to perform any System
               Impact Studies or
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 48


               Facilities Studies which the Transmission Provider conducts to
               determine if it must construct new transmission facilities or
               upgrades necessary for its own uses, including Third-Party
               Sales, if any, under this Tariff; and include in a separate
               operating revenue account or subaccount the revenues received
               for System Impact Studies or Facilities Studies performed when
               such amounts are separately stated and identified in a billing
               under the Tariff.
9       Regulatory Filings
        Nothing contained in this Tariff or any Service Agreement shall be
        construed as affecting in any way the right of the Participants to file
        with the Commission under Section 205 of the Federal Power Act and
        pursuant to the Commission's rules and regulations promulgated
        thereunder for a change in any rates, terms and conditions, charges,
        classification of service, Service Agreement, rule or regulation.
        Nothing contained in this Tariff or any Service Agreement shall be
        construed as affecting in any way the ability of any
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 49


        Transmission Customer receiving service under this Tariff or for an
        Excepted Transaction to exercise its rights under the Federal Power Act
        and pursuant to the Commission's rules and regulations promulgated
        thereunder.
10      Force Majeure and Indemnification
        10.1   Force Majeure:  An event of Force Majeure means any act of God,
               labor disturbance, act of the public enemy, war, insurrection,
               riot, fire, storm or flood, explosion, breakage or accident to
               machinery or equipment not due to lack of proper care or
               maintenance, any Curtailment, order, regulation or restriction
               imposed by a court or governmental military or lawfully
               established civilian authorities, or any other cause beyond a
               party's control.  Neither the Participants, NEPOOL, the System
               Operator nor the Transmission Customer will be considered in
               default as to any obligation under this Tariff if prevented from
               fulfilling the obligation due to an event of Force Majeure;
               provided that no event of Force Majeure shall excuse any payment
               obligation
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 50


               hereunder or under a Service Agreement.  However, an entity
               whose performance under this Tariff is hindered by an event of
               Force Majeure shall make all reasonable efforts to perform its
               obligations under this Tariff, and shall promptly notify the
               System Operator or the Transmission Customer, whichever is
               appropriate, of the commencement and end of each event of Force
               Majeure.
        10.2   Indemnification:  The Transmission Customer shall at all times
               indemnify, defend, and save harmless the System Operator, NEPOOL
               and each Participant from any and all damages, losses, claims,
               including claims and actions relating to injury to or death of
               any person or damage to property, demands, suits, recoveries,
               costs and expenses, court costs, attorney fees, and all other
               obligations by or to third parties, arising out of or resulting
               from the performance by the System Operator, NEPOOL or any
               Participant of their obligations under this Tariff on behalf of
               the Transmission Customer, except in cases of negligence or
               intentional wrongdoing
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 51


               by the System Operator, NEPOOL or a Participant, as the case may
               be.
11      Creditworthiness
        For the purpose of determining the ability of a Transmission Customer
        which is a Non-Participant to meet its obligations related to service
        hereunder, NEPOOL may require reasonable credit review procedures.
        This review shall be made in accordance with standard commercial
        practices.  In addition, NEPOOL may require the Transmission
        Customer to provide and maintain in effect during the term of the
        Service Agreement an unconditional and irrevocable letter of credit as
        security to meet its responsibilities and obligations under this
        Tariff, or an alternative form of security proposed by the Transmission
        Customer and acceptable to NEPOOL and consistent with commercial
        practices established by the Uniform Commercial Code that protects the
        Participants against the risk of non-payment.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 52


12      Dispute Resolution Procedures
        12.1   Internal Dispute Resolution Procedures:  Any dispute between a
               Transmission Customer which is a Participant and NEPOOL
               involving transmission service under the Tariff may be submitted
               to mediation and/or arbitration and resolved in accordance with
               the alternate dispute resolution procedures set forth in Section
               21.1 of the Agreement.  Any dispute between a Non-Participant
               Transmission Customer and NEPOOL involving transmission service
               under this Tariff (excluding applications for rate changes or
               other changes to this Tariff, or to any Service Agreement
               entered into under this Tariff, which shall be presented
               directly to the Commission for resolution) shall be referred to
               a designated senior representative of the Transmission Customer
               and a representative of the Management Committee for resolution
               on an informal basis as promptly as practicable.  In the event
               the designated representatives are unable to resolve the
               dispute within
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 53


               thirty days or such other period as the parties may fix by
               mutual agreement, such dispute may be submitted to mediation
               and/or arbitration and resolved in accordance with the alternate
               dispute resolution procedures set forth in Section 21.1 of the
               Agreement.
        12.2   Rights Under The Federal Power Act:  Nothing in this section
               shall restrict the rights of any party to file a complaint with
               the Commission, or seek any other available remedy, under
               relevant provisions of the Federal Power Act.
13      Stranded Costs
        13.1   General:  This Tariff shall not be used to evade or enhance in
               whole or in part the stranded cost policies or charges
               established by the regulatory commission with jurisdiction.  A
               retail end-use or wholesale customer that uses this Tariff to
               purchase electricity from a new supplier shall pay a stranded
               cost charge for access to service under this Tariff as
               specifically authorized by the regulatory commission with
               jurisdiction and subject
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 54


               to any contract terms concerning the recovery of stranded costs.
               Upon determination by a regulatory commission that an Eligible
               Customer has a stranded cost obligation, and the nature and
               extent of such obligation, the charge may be collected under
               this Tariff, or a Participant's individual tariff or otherwise
               by NEPOOL or the Participants which own any facilities that are
               used to provide transmission service to the customer, provided,
               however, that the amount of any such stranded cost obligation,
               as determined by the appropriate regulatory commission, cannot
               be collected twice.  The entity that collects the stranded cost
               charge shall pay the proceeds to the customer's former supplier
               or the former supplier's Related Person, or successor, as
               directed by the former supplier.  The amount of the stranded
               cost charge shall equal the amount of stranded cost that
               the customer would have paid under the policies or charges
               established by the regulatory commission with jurisdiction had
               the customer
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 55


               become an unbundled transmission services customer of its former
               supplier without using service under this Tariff.
        13.2   Commission Requirements: A Participant which seeks to recover
               stranded costs from a Transmission Customer pursuant to this
               Tariff may do so in accordance with the terms, conditions and
               procedures in the Commission's Order No. 888.  However, the
               Participant must separately file any specific proposed stranded
               cost charge under Section 205 of the Federal Power Act.
        13.3   Wholesale Contracts:  Nothing in this Section 13 is intended to
               affect or alter the rights or obligations of parties under
               wholesale requirements contracts.
        13.4   Right to Seek or Contest Recovery Unimpaired:  No provision in
               this Tariff shall impair a Participant's right to seek stranded
               cost relief from the appropriate regulatory body or court or the
               right of any Participant or other entity to contest such relief.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 56


II.     REGIONAL NETWORK SERVICE
        Regional Network Service will be provided by the Participants through
        NEPOOL during and after the Transition Period to Participants and Non-
        Participants pursuant to the applicable terms and conditions of this
        Tariff.  Local Network Service and Local Point-To-Point Service, to the
        extent required, will be provided during and after the Transition
        Period pursuant to the applicable terms and conditions of tariffs filed
        by an individual Participant that is a Transmission Provider and/or
        pursuant to an agreement between a Participant that is a Transmission
        Provider and a Transmission Customer.  This Tariff does not prescribe
        the methodology to be used by the individual Participant in developing
        its Local Network Service rate or its Local Point-to-Point Service
        rate, but the Agreement prescribes certain requirements with respect
        thereto.
14      Nature of Regional Network Service
        Except as provided below, Regional Network Service is any new use of
        the NEPOOL Transmission System which requires the use
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 57


        of PTF, other than Through or Out Service, and includes, but is not
        limited to, Point-To-Point Transmission Service for the transmission of
        Unit Contract Entitlements or System Contracts, Network Integration
        Transmission Service, the transmission of Ancillary Services whether
        provided under a bilateral contract or through NEPOOL Interchange
        Transactions, and the transmission of energy and capacity-related
        services provided through NEPOOL Interchange Transactions; provided,
        however, that for the ten-year period commencing on the date on which
        this Tariff becomes effective, Tie Benefit Service shall be provided
        pursuant to Section 21 and shall not constitute Regional Network
        Service.
15      Availability of Regional Network Service
        15.1   Provision of Regional Network Service:  Regional Network Service
               shall be provided by the Participants through NEPOOL, and shall
               be available to each Participant and to each Non-Participant
               that qualifies as an Eligible Customer.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 58


        15.2   Eligibility to Receive Regional Network Service: Notwithstanding
               the purchase of any other service provided under the Tariff,
               Regional Network Service shall be taken and paid for by (i) each
               Participant which has a load within the NEPOOL Control Area, and
               (ii) each Non-Participant which is an Eligible Customer and
               has a load within the NEPOOL Control Area unless such Non-
               Participant operates its own Control Area.  Participants and
               Non-Participants which are required to take and pay for Regional
               Network Service must also take Local Network Service except as
               otherwise provided in Section 25.  Participants or Non-
               Participant Eligible Customers which require the use of the
               NEPOOL Transmission System or a Local Network for Regional
               Network Service but which do not have a load shall also be
               entitled to receive Regional Network Service for deliveries
               within the NEPOOL Control Area and Local Network Service.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 59


               When a constrained interface within the NEPOOL Control Area
               occurs, then existing Firm Transmission Services will continue
               to have priority over the interface.  Where Curtailments or
               Interruptions are required, or resources must be redispatched
               this shall be effected in accordance with the applicable
               procedures and with the priorities and consequences specified in
               Parts V or VI of this Tariff, whichever is applicable.
16      Payment for Regional Network Service
        Each Participant or Non-Participant which has a load in the NEPOOL
        Control Area and is required to take and pay for Regional Network
        Service shall pay to NEPOOL for each month an amount equal to its
        Monthly Network Load (as defined in Section 46.1 of this Tariff) for
        the month times the applicable Participant RNS Rate.  The applicable
        Participant Rate shall be the rate, determined in accordance with
        Schedule 9, which is applicable to a delivery to load in the particular
        Local Network in which the load served by the Participants or Non-
        Participants is located.  In the event
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 60


        the Participant or Non-Participant serves load located on more than one
        Local Network, the amount to be paid by it shall be separately computed
        for the load located on each Local Network.  A Participant or Non-
        Participant using Regional Network Service which does not have a load
        in the NEPOOL Control Area shall not be obligated to make such
        payments.
17      Procedure for Obtaining Regional Network Service
        When Regional Network Service is used for service by a Participant or
        Non-Participant under a bilateral contract, across a constrained PTF
        interface within the NEPOOL Control Area, the service must be reserved
        with the System Operator and posted on the OASIS and the amount to be
        transferred shall be identified.  The System Operator must be notified
        of all other service required for transfers by a Participant or Non-
        Participant under bilateral contracts.  No other reservation of
        transmission capacity for Regional Network Service is required by a
        Participant or Non-Participant and no Service Agreement, in addition to
        the Agreement, is
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 61


        required to be entered into by a Participant in order to receive
        Regional Network Service, unless Direct Assignment Facilities or other
        facility additions or upgrades are required to provide a particular
        service requested by the Participant.  Subject to the foregoing
        exceptions and to Section 26 of this Tariff, a Participant or Non-
        Participant which receives Regional Network Service shall be, subject
        to the applicable provisions of Parts V and VI of this Tariff.
        A Participant or Non-Participant which requests new Regional Network
        Service shall be obligated to enter into a System Impact Study
        Agreement in the form of Attachment I, or in any other form that is
        mutually agreed to, and to pay the costs of the study if its
        request is determined to require a System Impact Study, and shall be
        obligated to enter into a Facilities Study Agreement in the form of
        Attachment J, or in any other form that is mutually agreed to, and to
        pay the costs of the study if additions or upgrades to PTF will be
        required in order to provide the requested service.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 62


III.    THROUGH OR OUT SERVICE; TIE BENEFIT SERVICE
        Through or Out Service and Tie Benefit Service will be provided during
        and after the Transition Period pursuant to the applicable terms and
        conditions of this Tariff.
18      Through or Out Service
        18.1   Provision of Through or Out Service:  Through or Out Service
               shall be provided by the Participants through NEPOOL, and shall
               be available to any Participant and to any Non-Participant which
               is an Eligible Customer.
        18.2   Use of Through or Out Service:  A Participant or Non-Participant
               shall take Through or Out Service as Firm or Non-Firm Point-to-
               Point Transmission Service for the transmission of any Unit
               Contract Entitlement or System Contract transaction with respect
               to a transaction which requires the use of PTF if either (i)
               the transaction goes through the NEPOOL Control Area and the
               Point(s) of Receipt for NEPOOL are at one point on the NEPOOL
               Control Area boundary and the Point(s) of Delivery for NEPOOL
               are at another point on the NEPOOL Control Area
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 63


               boundary, as, for example, from New Brunswick to New York or
               from one point on the NEPOOL Control Area boundary with New York
               to another point on the Control Area boundary with New York, or
               (ii) the transaction goes out of the NEPOOL Control Area and the
               Point(s) of Receipt are within the NEPOOL Control Area and the
               Point(s) of Delivery for NEPOOL are at a NEPOOL Control Area
               boundary, as, for example, from Boston to New York.
19      Payment for Through or Out Service
        Each Participant or Non-Participant which takes firm or non-firm
        Through or Out Service shall pay to NEPOOL a charge per Kilowatt of
        Reserved Capacity based on an annual rate (the "T or O Rate") which
        shall be the higher of (i) the Pool PTF Rate, or (ii) a rate derived
        from the annual incremental cost of any new facilities required to
        provide the service.  The rate for firm Through or Out Service shall be
        as follows:
               Per year-      the T or O Rate
               Per month-     the T or O Rate divided by 12
               Per week-      the T or O Rate divided by 52
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 64


               Per day -      the T or O Rate "per week" divided by 5; provided
                              that the rate for 5 to 7 consecutive days may not
                              exceed the "per week" rate.
        The rate for non-firm Through or Out Service shall be as follows:
               Per year-      the T or O Rate
               Per month-     the T or O Rate divided by 12
               Per week-      the T or O Rate divided by 52
               Per day -      the T or O Rate "per week" divided by 7;
               Per hour-      the non-firm T or O Rate "per day" divided by 24.
        The Pool PTF Rate shall be the Rate determined annually in accordance
        with paragraph 2 of Schedule 8.
20      Reservation of Capacity for Through or Out Service
        Compliance with the applicable requirements of Part V of this Tariff is
        required for the initiation of Through or Out Service.
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 65


21      Tie Benefit Service
        Each Participant which receives an identifiable and traceable benefit
        (a "Tie Benefit"), in the determination of its Installed Capability
        Responsibility or otherwise, from the existing transmission ties
        between the NEPOOL Control Area, on the one hand, and New York
        or New Brunswick on the other hand, shall be deemed to be a recipient
        of Tie Benefit Service.  In the event any of these existing
        transmission ties is retired or ceases to be a tie to another Control
        Area or the Tie Benefit received from it is reduced, the amount of
        Tie Benefit Service which Participants are deemed to receive shall be
        modified to reflect the change.
22      Payment for Tie Benefit Service
        It has been agreed that, as part of the overall transition arrangements
        referred to in Part IV of this Tariff, each Participant which is deemed
        to be a recipient of Tie Benefit Service shall pay to NEPOOL each month
        for such service received by it during the ten-year period commencing
        on the effective date of this Tariff, an amount computed at the
<PAGE>

                NEPOOL                          Open Access Transmission Tariff
                                                Original Sheet No. 66


        applicable rate specified in Schedule 10 times the number of
        Kilowatts of Tie Benefit Service it receives.
IV.   SERVICE DURING THE TRANSITION PERIOD; EXCEPTED TRANSACTIONS
      The five-year Transition Period, and additional arrangements to be in
      effect during the succeeding five-year period, will permit the phase in
      on a negotiated basis of the Tariff rates with financial effects which
      are acceptable to Participants.
23    Transition Arrangements
      The transition arrangements include (i) the treatment provided for
      certain Excepted Transactions in Section 25, (ii) the rules provided in
      Sections 16.3 and 16.6 of the Agreement for the distribution and
      application of revenues received by NEPOOL on behalf of the Participants
      from the payment of the Tariff rates, (iii) the payments for Tie
      Benefits and (iv) the payment of Transition Payments.
24    Transition Payments
      A schedule of Transition Payments to be made by certain Participants or
      Non-Participants, and distributed to other Participants or Non-
      Participants, in each year of the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 67
                                                 (As corrected)


      Transition Period is set out in Schedule 11.  The amounts to be paid and
      received in each year have been determined by comparing certain
      transmission costs and revenues for each year of the Transition Period
      for each Participant and certain Non-Participants with the similar costs
      and revenues for a base period; provided that only one-half of the
      payments for Tie Benefit Service expected to be received by the owners of
      the ties to New York and New Brunswick have been included in calculating
      the Participant tie owner's revenues for the Transition Period.  One-
      twelfth of the annual Transition Payments for a Participant or Non-
      Participant required to make Transition Payments are to be made
      monthly and distributed monthly to those Participants or Non-Participants
      eligible to receive payments.
25    Excepted Transactions
      Notwithstanding any other section of the Tariff, the power transfers and
      other uses of the NEPOOL Transmission System effected under the
      transmission agreements in effect on November 1, 1996 specified below
      ("Excepted Transactions")
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 68


      will continue to be effected under such agreements for the respective
      periods specified below rather than under this Tariff, but not
      thereafter, and such transfers and other uses will continue to be
      effected after such period, if still occurring, under this Tariff.
      Participants receiving service under the agreements listed in Exhibit G-1
      shall not be required to take Local Network Service for such transfers
      and other uses.  The Excepted Transactions and the period for which each
      of the existing transmission agreements will be continued in effect, and
      then terminated are as follows:
             (1)     for the Transition Period, the following transfers
                     pursuant to Section 17 of the Agreement:
                     (a)    the transfer to a Participant's system within the
                            Control Area of its ownership interest in a Pool-
                            Planned Unit which is off its system;
                     (b)    the transfer to a Participant's system within the
                            Control Area of its Unit Contract Entitlement,
                            under a contract entered into by
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 69


                            it on or before November 1, 1996, in a Pool-Planned
                            Unit which is off its system; and
                     (c)    the transfer to a Participant's system within the
                            Control Area of its Entitlement in a purchase
                            (including a purchase under the HQ Phase II Firm
                            Energy Contract) from Hydro-Quebec under a
                            contract entered into by it on or before November
                            1, 1996, where the line over which the transfer is
                            made into New England is the HQ Interconnection;
             (2)     for the Transition Period, the transfer to a Participant's
                     system within the Control Area of its Unit Contract
                     Entitlement in the Maine Yankee Atomic Power Company unit,
                     the Vermont Yankee Nuclear Power Corporation unit or the
                     Pilgrim 1 unit; provided the transfer is pursuant to a
                     transmission agreement in effect on November 1, 1996 and
                     is to the entity which was receiving the service on
                     November 1, 1996; and
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 70


             (3)     for the period from the effective date of the Tariff until
                     . . . .: {1}
                     (a)    existing transfers and other uses within the NEPOOL
                            Control Area, as of November 1, 1996, of the NEPOOL
                            Transmission System under the support or exchange
                            agreements specified in Attachment G;
                     (b)    existing transfers and other uses within the NEPOOL
                            Control Area, as of November 1, 1996, of the NEPOOL
                            Transmission System under the comprehensive network
                            service agreements specified in Attachment G; and
                     (c)    existing transfers and other uses within the NEPOOL
                            Control Area, as of November 1, 1996, of the NEPOOL
                            Transmission System under the

               **FOOTNOTES**

{1}  The  blank  space  shall  be  filled  in  in  accordance with the 33rd
     Amendment.   Pending  the  filling in of the blank the service 
     shall  continue until  the  termination  of the  transmission  agreement 
     or  the  end  of  the Transition Period, whichever occurs first.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 71


                            other transmission agreements or tariff service
                            agreements specified in Attachment G.
             The Management Committee is authorized to add additional
             agreements to Attachment G if they have been inadvertently
             omitted.  The transfers or other uses under any of the
             transmission agreements covering the transfers referred to
             in paragraphs (1), (2) and (3) above shall be in accordance with
             the terms of the transmission agreement as in effect on November
             1, 1996, or a modification of the terms which is expressly
             provided for in the agreement as in effect on November1, 1996 and
             is accomplished without amendment of the agreement or by an
             amendment entered into after November 1, 1996 that does not extend
             the term of the agreement or increase the amount of the service.
             Notwithstanding the foregoing, support agreements shall continue
             in effect to provide for continued support payments and may be
             extended so long as the agreement does not give priority of
             service.  Further,
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 72


             notwithstanding the foregoing restriction on the amendment after
             November 1, 1996 of transmission agreements with respect to
             Excepted Transactions, the transmission arrangements for the
             Masspower and Altresco facilities may continue as Excepted
             Transactions in accordance with transmission agreement amendments
             or memoranda of understanding entered into as of December, 1996
             which do not extend the term of the agreements.
             For the purpose of determining priorities under this Tariff,
             Excepted Transactions shall have the same priority as Firm Point-
             to-Point Transmission Service transactions for resources in
             existence on the effective date of this Tariff which are effected
             as Regional Network Service.
             When transmission agreements cease to be Excepted Transactions
             before the end of their term, the transactions shall be effected
             under this Tariff and under any applicable Local Network Service
             tariff, to the extent appropriate, but the transactions shall
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 73


             continue to have a priority not less than the priority that they
             would have had if Regional Network Service had been used for the
             transactions from the effective date of this Tariff.  New
             transactions entered into after November 1, 1996 under umbrella
             tariff agreements then in effect will not be Excepted
             Transactions.
V.    THROUGH OR OUT SERVICE AS POINT-TO-POINT TRANSMISSION SERVICE

Preamble
      Firm or Non-Firm Point-To-Point Transmission Service shall be reserved by
all Transmission Customers, whether Participants or Non-Participants, for all
new point-to-point transfers to be effected as Through or Out Service, pursuant
to the applicable terms and conditions of this Part V of the Tariff.  Point-To-
Point Transmission Service is the service required for the receipt of capacity
and energy at designated Point(s) of Receipt and the transmission of such
capacity and energy to designated Point(s) of Delivery.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 74


26    Nature of Review
      If the Eligible Customer requesting Point-To-Point Transmission Service
      as Through or Out Service for a Unit Contract or System Contract
      transaction, or requesting Network Integration Transmission Service
      pursuant to Part VI of this Tariff, is a Participant, it shall initially
      advise the System Operator of the proposed transaction in such detail as
      the System Operator may reasonably require.  If the System Operator
      determines, on the basis of an initial review of the reliability
      requirements to meet existing and pending obligations of the Participants
      and the obligations of the particular Participants whose PTF facilities
      will be impacted by the proposed transaction, that no System Impact Study
      is required, it shall tender a Service Agreement to the Eligible
      Customer, if required.  Otherwise, the applicable procedures specified in
      this Part V or Part VI shall be followed.  If the Eligible Customer
      requesting service is not a Participant, the applicable application
      procedures specified in this Part V or Part VI, whichever is applicable,
      shall be
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 75


      followed, but the System Operator shall make its initial review of
      available transmission capacity on the same basis as it would with a
      Participant.
27    Nature of Firm Point-To-Point Transmission Service
      27.1   Term:  The minimum term of Firm Point-To-Point Transmission
             Service as Through or Out Service shall be one day and the maximum
             term shall be that specified in the Service Agreement.
      27.2   Reservation Priority:  Long-Term Firm Point-To-Point Transmission
             Service as Through or Out Service shall be available to
             Participants and Non-Participants on a first-come, first-served
             basis, i.e., in the chronological sequence in which each
             Transmission Customer's application for reserved service is
             received by the System Operator pursuant to Section 26 or Section
             31, whichever is applicable.  Reservations for Short-Term Firm
             Point-To-Point Transmission Service will be conditional based upon
             the length of the requested transaction.  If the NEPOOL
             Transmission System becomes
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 76


             oversubscribed, requests for longer term service may preempt
             requests for shorter term service up to the following deadlines:
             one day before the commencement of daily service, one week before
             the commencement of weekly service, and one month before the
             commencement of monthly service.  Before the deadline, if
             available transmission capability is insufficient to satisfy all
             Applications, an Eligible Customer with a reservation for shorter
             term service has the right of first refusal to match any longer
             term reservation before losing its reservation priority.
             After the deadline, service will commence pursuant to the terms of
             Part III of this Tariff.  Firm Point-To-Point Transmission Service
             as Through or Out Service will always have a reservation priority
             over non-firm Point-To-Point Transmission Service under this
             Tariff.  All Long-Term Firm Point-To-Point Transmission Service
             will have equal reservation priority with Native Load Customers
             and Excepted Transactions.  Reservation priorities for existing
             firm
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 77


             service customers, including customers receiving service with
             respect to Excepted Transactions, are provided in Section 3.2.
      27.3   Use of Firm Point-To-Point Transmission Service by the
             Participants That Own PTF:  A Participant that owns PTF will be
             subject to the rates, terms and conditions of this Tariff when
             making Third-Party Sales to be transmitted as Through or Out
             Service under (i) agreements executed after November 1, 1996 or
             (ii) agreements executed on or before November 1, 1996 to the
             extent that the Commission requires them to be unbundled, by the
             date specified by the Commission.  A Participant that owns PTF
             will maintain separate accounting, pursuant to Section 8, for any
             use of Firm Point-To-Point Transmission Service for Through or Out
             Service to make Third-Party Sales.
      27.4   Service Agreements:  A standard form Firm Point-To-Point
             Transmission Service Agreement (Attachment A) will be offered to
             an Eligible Customer when it submits a
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 78


             Completed Application for Firm Point-To-Point  Transmission
             Service to be transmitted as Through or Out Service.  Executed
             Service Agreements that contain the information required under
             this Tariff will be filed with the Commission in compliance with
             applicable Commission regulations.
      27.5   Transmission Customer Obligations for Facility Additions or
             Redispatch Costs:  In cases where it is determined that the
             Transmission System is not capable of providing new Firm Point-To-
             Point Transmission Service for Through or Out Service without (1)
             degrading or impairing the reliability of service to Native Load
             Customers, customers taking service for Excepted Transactions and
             other Transmission Customers taking Firm Point-To-Point
             Transmission Service as Regional Network Service, or (2)
             interfering with a Participant's ability to meet prior firm
             contractual commitments to others, the Participants will be
             obligated to arrange to expand or upgrade PTF pursuant to the
             terms of Section 33.  The Transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 79


             Customer must agree to compensate the Participants or any other
             entity designated to effect construction through the System
             Operator for any necessary transmission facility additions or
             upgrades pursuant to the terms of Section 39.  To the extent
             the System Operator can relieve any system constraint more
             economically by redispatching the Participants' resources, rather
             than through construction of additions or upgrades, it shall do
             so, provided that the Eligible Customer agrees to compensate the
             Participants pursuant to the terms of Section 39.  Any redispatch,
             addition or upgrade or Direct Assignment Facilities costs to be
             charged to the Transmission Customer under this Tariff will be
             specified in the Service Agreement prior to initiating service.
      27.6   Curtailment of Firm Transmission Service:  In the event that a
             Curtailment on the NEPOOL Transmission System, or a portion
             thereof, is required to maintain reliable operation of the system,
             the Curtailment will be made on
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 80


             a non-discriminatory basis to the transaction(s) that effectively
             relieve the constraint.  If multiple transactions require
             Curtailment, to the extent practicable and consistent with Good
             Utility Practice, Curtailments will be proportionally allocated
             among the Participants' Firm Transmission Service customers.  All
             Curtailments will be made on a non-discriminatory basis; however,
             non-firm Point-To-Point Transmission Service shall be subordinate
             to Firm Transmission Service.  When the System Operator determines
             that an electrical emergency exists on the NEPOOL Transmission
             System and implements emergency procedures to curtail Firm
             Transmission Service, the Transmission Customer shall make the
             required reductions upon the System Operator's request.  However,
             NEPOOL reserves the right to curtail, in whole or in part, any
             Firm Transmission Service provided under this Tariff when, in the
             System Operator's sole discretion, an emergency or other
             unforeseen condition impairs or degrades the reliability
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 81


             of the NEPOOL Transmission System.  The System Operator will
             notify all affected Transmission Customers in a timely manner of
             any scheduled Curtailments.
      27.7   Classification of Firm Point-To-Point Transmission Service:
             (a)     A Transmission Customer taking Firm Point-To-Point
                     Transmission Service for Through or Out Service may (1)
                     change its Receipt and Delivery Points to obtain service
                     on a non-firm basis consistent with the terms of Section
                     36.1 or (2) request a modification of the Points of
                     Receipt or Delivery on a firm basis pursuant to the terms
                     of Section 36.2; provided that if any Participant or other
                     entity has constructed new facilities or upgraded
                     facilities to accommodate the original firm service,
                     such Participant shall continue to be compensated for its
                     facility costs by the Transmission Customer.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 82


             (b)     A Transmission Customer may purchase transmission service
                     to make sales from multiple generating units that are on
                     the NEPOOL Transmission System.  For such a purchase of
                     transmission service the resources will be designated as
                     multiple Points of Receipt, unless the multiple generating
                     units are at the same generating plant, in which case
                     the units will be treated as a single Point of Receipt.
             (c)     Firm deliveries will be provided from the Point(s) of
                     Receipt to the Point(s) of Delivery.  Except in the case
                     of the sale of power under a System Contract or Firm
                     Contract, each Point of Receipt at which firm transmission
                     capacity is reserved by the Transmission Customer shall be
                     set forth in the Service Agreement along with a
                     corresponding capacity reservation associated with each
                     Point of Receipt.  For the transmission of power under a
                     System Contract or Firm Contract across the Transmission
                     Provider's Transmission System, the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 83


                     Transmission Customer need specify only the maximum
                     capacity reservation at Points of Receipt or Points of
                     Delivery, rather than specific MW for each Point of
                     Receipt.  In all other cases, each Point of Delivery
                     at which firm transmission capacity is reserved by the
                     Transmission Customer shall be set forth in the Service
                     Agreement along with a corresponding capacity reservation
                     associated with each Point of Delivery.  The greater of
                     either (1) the sum of the capacity reservations at the
                     Point(s) of Receipt, or (2) the sum of the capacity
                     reservations at the Point(s) of Delivery shall be the
                     Transmission Customer's Reserved Capacity.  The
                     Transmission Customer will be billed for its Reserved
                     Capacity under the terms of Schedule 8.  The Transmission
                     Customer may not exceed its firm capacity reserved at each
                     Point of Receipt and each Point of Delivery except as
                     otherwise specified in Section 36.  In the event
                     that a Transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 84


                     Customer (including Third-Party Sales by the Participants)
                     exceeds its firm reserved capacity at any Point of Receipt
                     or Point of Delivery, it shall pay 150% of the charge
                     which is otherwise applicable for each Kilowatt of the
                     excess.
      27.8   Scheduling of Firm Point-To-Point Transmission Service:
             Unless other schedules are permitted pursuant to NEPOOL rules,
             schedules for the Transmission Customer's Firm Point-To-Point
             Transmission Service for Through or Out Service must be submitted
             to the System Operator no later than noon of the day prior to
             commencement of such service.  Schedules submitted after noon will
             be accommodated, if practicable.  Hour-to-hour schedules of any
             capacity and energy that is to be delivered must be stated in
             increments of 1000 kW per hour.  Transmission Customers with
             multiple requests for Firm Point-To-Point Transmission Service at
             a Point of Receipt, each of which request is under 1000 kW per
             hour, may consolidate their service requests at a common Point of
             Receipt into
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 85


             units of 1000 kW per hour for scheduling and billing purposes.
             Scheduling changes will be permitted up to thirty-five minutes
             before the start of the next clock hour, provided that the
             Delivering Party and Receiving Party also agree to the schedule
             modification.  The System Operator will furnish to the Delivering
             Party's system operator hour-to-hour schedules equal to those
             furnished by the Receiving Party (unless reduced for losses) and
             will deliver the capacity and energy provided by such schedules.
             Should the Transmission Customer, Delivering Party or Receiving
             Party revise or terminate any schedule, such party shall
             immediately notify the System Operator, and the System Operator
             will have the right to adjust accordingly the schedule for
             capacity and energy to be received and to be delivered.
28    Nature of Non-Firm Point-To-Point Transmission Service
      28.1   Term: Non-Firm Point-To-Point Transmission Service will be
             available as Through or Out Service for periods ranging from one
             hour to one month.  However, a
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 86


             Purchaser of Non-Firm Point-To-Point Transmission Service for
             Through or Out Service will be entitled to reserve a sequential
             term of service (such as a sequential monthly term without having
             to wait for the initial term to expire before requesting another
             monthly term) so that the total time period for which the
             reservation applies is greater than one month, subject to the
             requirements of Section 32.3.
      28.2   Reservation Priority: Non-Firm Point-To-Point Transmission Service
             for Through or Out Service shall be available from transmission
             capability in excess of that needed for reliable service to Native
             Load Customers, Network Customers and other Transmission Customers
             taking Long-Term and Short-Term Firm Point-To-Point Transmission
             Service.  A higher priority will be assigned to reservations with
             a longer duration of service.  In the event the NEPOOL
             Transmission System is constrained, competing requests of equal
             duration will be prioritized as may be determined by the System
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 87


             Operator with the approval of the Management Committee.  Eligible
             Customers that have already reserved shorter term service have the
             right of first refusal to match any longer term reservation before
             being preempted.  Transmission service for Network Customers from
             resources other than designated Network Resources will have a
             higher priority than any Non-Firm Point-To-Point Transmission
             Service for Through or Out Service.  Non-Firm Point-To-Point
             Transmission Service for Through or Out Service over secondary
             Point(s) of Receipt and Point(s) of Delivery will have the lowest
             reservation priority under this Tariff.
      28.3   Use of Non-Firm Point-To-Point Transmission Service by the
             Transmission Provider: The Participants will be subject to the
             rates, terms and conditions of Part V of this Tariff when taking
             Through or Out Service for Third-Party Sales under (i) agreements
             executed on or after November 1, 1996 or (ii) agreements
             executed prior to the aforementioned date that the Commission
             requires
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 88


             to be unbundled, by the date specified by the Commission.  The
             Participant will maintain separate accounting, pursuant to Section
             8, for any use of Through or Out Service to make Third-Party
             Sales.
      28.4   Service Agreements: The System Operator shall offer a standard
             form Point-To-Point Transmission Service Agreement (Attachment A)
             to an Eligible Customer when it first submits a Completed
             Application for Non-Firm Point-To-Point Transmission Service for
             Through or Out Service pursuant to the Tariff.  Executed Service
             Agreements that contain the information required under this
             Tariff shall be filed with the Commission in compliance with
             applicable Commission regulations.
      28.5   Classification of Non-Firm Point-To-Point Transmission Service:
             Non-Firm Point-To-Point Transmission Service shall be offered as
             Through or Out Service under terms and conditions contained in
             Part IV of this Tariff.  The NEPOOL Participants undertake no
             obligation under this Tariff to plan the NEPOOL Transmission
             System in order
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 89


             to have sufficient capacity for Non-Firm Point-To-Point
             Transmission Service.  Parties requesting Non-Firm Point-To-Point
             Transmission Service for the transmission of firm power as Through
             or Out Service do so with the full realization that such service
             is subject to availability and to Curtailment or Interruption
             under the terms of this Tariff.  The System Operator shall specify
             the rate treatment and all related terms and conditions applicable
             in the event that a Transmission Customer (including Third-Party
             Sales by a Participant) exceeds its non-firm capacity reservation.
             (a)     Non-Firm Point-To-Point Transmission Service as Through or
                     Out Service shall include transmission of energy on an
                     hourly basis and transmission of scheduled short-term
                     capacity and energy on a daily, weekly or monthly
                     basis, but not to exceed one month's reservation for any
                     one Application.
             (b)     Except in the case of the transmission of power under a
                     System Contract or Firm Contract, each
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 90


                     Point of Receipt at which non-firm transmission capacity
                     is reserved by the Transmission Customer shall be set
                     forth in the Application along with a corresponding
                     capacity reservation associated with each Point of
                     Receipt.  For the transmission of System Power across
                     Transmission Provider's Transmission System, the
                     Transmission Customer need specify only the maximum
                     capacity reservation at Points of Receipt or Points of
                     Delivery, rather than specific MW for each Point of
                     Receipt.
      28.6   Scheduling of Non-Firm Point-to-Point Transmission Service: Unless
             other schedules are permitted pursuant to NEPOOL rules, schedules
             for Non-Firm Point-To-Point Transmission Service as Through or Out
             Service must be submitted to the Transmission Provider no later
             than noon of the day prior to commencement of such service.
             Schedules submitted after noon will be accommodated, if
             practicable.  Hour-to-hour schedules of energy that is to be
             delivered must be stated in increments of 1,000 kW
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 91


             per hour.  Transmission Customers within the NEPOOL Control Area
             with multiple requests for Transmission Service at a Point of
             Receipt, each of which is under 1,000 kW per hour, may consolidate
             their schedules at a common Point of Receipt into units of 1,000
             kW per hour.  Scheduling changes will be permitted up to thirty-
             five minutes before the start of the next clock hour provided that
             the Delivering Party and Receiving party also agree to the
             schedule modification.  The System Operator will furnish to the
             Delivering Party's system operator, hour-to-hour schedules equal
             to those furnished by the Receiving Party (unless reduced
             for losses) and shall deliver the capacity and capacity and energy
             provided by such schedules.  Should the Transmission Customer,
             Delivery Party or Receiving Party revise or terminate any
             schedule, such party shall immediately notify the System Operator,
             and the System Operator shall have the right to adjust accordingly
             the schedule for capacity and energy to be received and to be
             delivered.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 92


      28.7   Curtailment or Interruption of Service: The System Operator
             reserves the right to Curtail, in whole or in part, Non-Firm
             Point-To-Point Transmission Service provided under this Tariff as
             Through or Out Service for reliability reasons when, an emergency
             or other unforeseen condition threatens to impair or degrade the
             reliability of the NEPOOL Transmission System.  The Transmission
             Provider reserves the right to Interrupt, in whole or in part,
             Non-Firm Point-To-Point Transmission Service provided under this
             Tariff as Through or Out Service for economic reasons in order to
             accommodate (1) a request for Firm Transmission Service, (2) a
             request for Non-Firm Point-To-Point Transmission Service of
             greater duration, or (3) transmission service for Network
             Customers from non-designated resources.  The System Operator also
             will discontinue or reduce service to the Transmission Customer to
             the extent that
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 93
                                                 (As corrected)


             deliveries for transmission are discontinued or reduced at the
             Point(s) of Receipt.  Where required, Curtailments or
             Interruptions will be made on a non-discriminatory basis to the
             transaction(s) that effectively relieve the constraint,
             however, Non-Firm Point-To-Point Transmission Service furnished as
             Through or Out Service shall be subordinate to Firm Transmission
             Service.  If multiple transactions require Curtailment or
             Interruption, to the extent practicable and consistent with Good
             Utility Practice, Curtailments or Interruptions will be made
             to transactions of the shortest term (e.g., hourly non-firm
             transactions will be Curtailed or Interrupted before daily non-
             firm transactions and daily non-firm transactions will be
             Curtailed or Interrupted before weekly non-firm transactions).
             Transmission service for Network Customers from resources other
             than designated Network Resources will have a higher priority than
             any Non-Firm Point-To-Point Transmission Service furnished as
             Through
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 94



             or Out Service under this Tariff.  Non-Firm Point-To-Point
             Transmission Service furnished as Through or Out Service over
             secondary Point(s) of Receipt and Point(s) of Delivery will have a
             lower priority than any Non-Firm Point-To-Point Transmission
             Service under this Tariff.  The System Operator will provide
             advance notice of Curtailment or Interruption where such notice
             can be provided consistent with Good Utility Practice.
29    Service Availability
      29.1   General Conditions:  Firm Point-To-Point Transmission Service as
             Through or Out Service over, on or across the NEPOOL Transmission
             System is available to any Transmission Customer that has met the
             requirements of Section 26 or Section 31.
      29.2   Determination of Available Transmission Capability:
             A description of NEPOOL's specific methodology for assessing
             available transmission capability posted on the NEPOOL
             OASIS(Section 5) is contained in Attachment C of this Tariff.  In
             the event sufficient transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 95




             capability may not exist to accommodate a service request, a
             System Impact Study will be performed.
      29.3   Initiating Service in the Absence of an Executed Service
             Agreement:  If the System Operator and the Transmission Customer
             requesting Firm Point-To-Point Transmission Service cannot agree
             on all the terms and conditions of the applicable Service
             Agreement, the System Operator will file with the Commission,
             within thirty days after the date the Transmission Customer
             provides written notification directing the System Operator to
             file, an unexecuted Service Agreement containing terms and
             conditions deemed appropriate by the System Operator for such
             requested transmission service.  The service will be commenced
             subject to the Transmission Customer agreeing to (i) pay whatever
             rate the Commission ultimately determines to be just and
             reasonable, and (ii) comply with the terms and conditions of this
             Tariff including posting appropriate security deposits in
             accordance with the terms of Section 31.3.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 96




      29.4   Obligation to Provide Transmission Service that Requires Expansion
             or Modification of the Transmission System:  If it is determined
             that the service requested in a Completed Application for Long-
             Term Firm Point-To-Point Transmission Service as Through or Out
             Service cannot be provided because of insufficient capability on
             the NEPOOL Transmission System, one or more Participants or other
             entities will be designated to use due diligence to expand or
             modify the NEPOOL Transmission System to provide the requested
             Long-Term Firm Point-to-Point Transmission Service as Through or
             Out Service, provided that the Transmission Customer agrees to
             compensate the Participants or other entities that will be
             responsible for the construction of any new facilities or
             upgrades for the costs of such new facilities or upgrades pursuant
             to the terms of Section 39.  The System Operator and the
             designated Participants or other entities will conform to Good
             Utility Practice in determining the need for new transmission
             facilities or
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 97




             upgrades and in coordinating the design and construction of such
             facilities.  This obligation applies only to those facilities that
             the designated Participants or other entities have the right to
             expand or modify.
      29.5   Deferral of Service: Long-Term Firm Point-To-Point Transmission
             Service as Through or Out Service may be deferred until the
             designated Participants or other entities complete construction of
             new transmission facilities or upgrades needed to provide such
             service whenever it is determined that providing the requested
             service would, without such new facilities or upgrades, impair or
             degrade reliability to any existing Firm Transmission Service.
      29.6   Real Power Losses:  Real power losses are associated with all
             transmission service.  NEPOOL is not obligated to provide real
             power losses.  The applicable real power loss factor shall be
             determined by the System Operator on the basis of incremental loss
             studies on a transaction basis.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 98




30    Transmission Customer Responsibilities
      30.1   Conditions Required of Transmission Customers: Firm Point-To-Point
             Transmission Service as Through or Out Service will be provided
             only if the following conditions are satisfied by the Transmission
             Customer:
             a.      The Transmission Customer has pending a Completed
                     Application for service, if required pursuant to Section
                     26;
             b.      In the case of a Non-Participant, the Transmission
                     Customer meets the creditworthiness criteria set forth in
                     Section 11;
             c.      The Transmission Customer will have arrangements in place
                     for any other transmission service necessary  to effect
                     the delivery from the generating source to the Point of
                     Receipt prior to the time service under the Tariff
                     commences;
             d.      The Transmission Customer agrees to pay for any facilities
                     or upgrades constructed or any redispatch costs chargeable
                     to such Transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 99




                     Customer under this Tariff, whether or not the
                     Transmission Customer takes service for the full term of
                     its reservation; and
             e.      If required, the Transmission Customer has executed an
                     applicable Service Agreement or has agreed to receive
                     service pursuant to Section 29.3.
      30.2   Transmission Customer Responsibility for Third-Party Arrangements:
             Any scheduling arrangements that may be required by other electric
             systems shall be the responsibility of the Transmission Customer
             requesting service. (If Local Network Service will be required,
             the System Operator shall notify the Transmission Customer and the
             affected Participants.)  The Transmission Customer shall provide,
             unless waived by the System Operator, notification to the
             System Operator identifying such other electric systems and
             authorizing them to schedule the capacity and energy to be
             transmitted pursuant to this Tariff on behalf of the Receiving
             Party at the Point of Delivery or the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 100




             Delivering Party at the Point of Receipt.  The System Operator
             will undertake reasonable efforts to assist the Transmission
             Customer in making such arrangements, including without
             limitation, providing any information or data required by such
             other electric system pursuant to Good Utility Practice.
31    Procedures for Arranging Firm Point-To-Point Transmission Service
      31.1   Application:  Subject to Section 26, a request for Firm Point-To-
             Point Transmission Service for periods of one year or longer must
             be made in an Application, delivered to the New England Power
             Pool, One Sullivan Road, Holyoke, MA 01040-2841 or, following the
             activation of the ISO, to the ISO at the same address, or such
             other address as may be specified from time to time.  The request
             should be delivered at least sixty days in advance of the calendar
             month in which service is requested to commence.  The System
             Operator will consider requests for such firm service on shorter
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 101




             notice when practicable.  Requests for firm service for periods of
             less than one year will be subject to expedited procedures that
             will be negotiated between the System Operator and the party
             requesting service within the time constraints provided in Section
             27.8.  All Firm Point-To-Point Transmission Service requests
             for Through or Out Service should be submitted by entering the
             information listed below on the NEPOOL OASIS.  Prior to
             implementation of the NEPOOL OASIS, a Completed Application may be
             submitted by (i) transmitting the required information to NEPOOL
             by telefax, or (ii) providing the information by telephone over
             NEPOOL's time recorded telephone line.  Each of these methods
             will provide a time-stamped record for establishing the priority
             of the Application.
      31.2   Completed Application:  A Completed Application for Firm Point-To-
             Point Transmission as Through or Out Service shall provide all of
             the information included at 18
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 102


             C.F.R. <section>2.20 of the Commission's regulations, including
             but not limited to the following:
             (i)            The identity, address, telephone number and
                            facsimile number of the entity requesting service;

             (ii)           A statement that the entity requesting service is,
                            or will be upon commencement of service, an
                            Eligible Customer under this Tariff;

             (iii)   The location of the Point(s) of Receipt and Point(s) of
                     Delivery and the identities of the Delivering Parties and
                     the Receiving Parties;

             (iv)           The location of the generating facility(ies)
                            supplying the capacity and energy and the location
                            of the load ultimately served by the capacity and
                            energy transmitted.  The System Operator will treat
                            this information as confidential in accordance with
                            the NEPOOL information policy except to the extent
                            that disclosure of this information is required by
                            this Tariff, by regulatory or judicial order, for
                            reliability purposes pursuant to Good Utility
                            Practice. The System Operator will treat this
                            information consistent with the standards of
                            conduct contained in 18 C.F.R. <section>37 of the
                            Commission's regulations;

             (v)            A description of the supply characteristics of the
                            capacity and energy to be delivered;

             (vi)           An estimate of the capacity and energy expected to
                            be delivered to the Receiving Party;
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 103


             (vii)   The Service Commencement Date and the term of the
                     requested transmission service; and

             (viii)  The transmission capacity requested for each Point of
                     Receipt and each Point of Delivery on the NEPOOL
                     Transmission System; customers may combine their requests
                     for service in order to satisfy the minimum transmission
                     capacity requirement.

             The System Operator will treat this information consistent with
             the standards of conduct contained in 18 C.F.R. Part 37 of the
             Commission's regulations.
      31.3   Deposit:  A Completed Application for Firm Point-To-Point
             Transmission Service as Through or Out Service by a Non-
             Participant shall also include a deposit of either one month's
             charge for Reserved Capacity or the full charge for Reserved
             Capacity for service requests of less than one month.  If the
             Application is rejected by the System Operator because it does not
             meet the conditions for service as set forth herein, or in the
             case of requests for service arising in connection with losing
             bidders in a request for proposals (RFP), the deposit will
             be returned with Interest, less any
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 104


             reasonable Administrative Costs incurred by the System Operator or
             any affected Participants in connection with the review of the
             Application.  The deposit also will be returned with Interest less
             any reasonable Administrative Costs incurred by the System
             Operator or any affected Participants if the new facilities or
             upgrades needed to provide the service cannot be completed.  If an
             Application is withdrawn or the Eligible Customer decides not to
             enter into a Service Agreement for the Service, the deposit will
             be refunded in full, with Interest, less reasonable Administrative
             Costs incurred by the System Operator or any affected Participants
             to the extent such costs have not already been recovered from the
             Eligible Customer.  The System Operator will provide to the
             Eligible Customer a complete accounting of all costs deducted from
             the refunded deposit, which the Eligible Customer may contest if
             there is a dispute concerning the deducted costs.  Deposits
             associated with construction of new
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 105


             facilities or upgrades are subject to the provisions of Section
             33.  If a Service Agreement for Firm Point-To-Point Transmission
             Service is executed, the deposit, with interest, will be returned
             to the Transmission Customer upon expiration of the Service
             Agreement.  Applicable Interest will be calculated from
             the day the deposit is credited to the System Operator's account.
      31.4   Notice of Deficient Application:  If an Application fails to meet
             the requirements of this Tariff, the System Operator will notify
             the entity requesting service within fifteen days of the System
             Operator's receipt of the Application of the reasons for
             such failure.  The System Operator will attempt to remedy minor
             deficiencies in the Application through informal communications
             with the Eligible Customer.  If such efforts are unsuccessful, the
             System Operator will return the Application, along with any
             deposit (less the reasonable Administrative Costs incurred by the
             System Operator or any affected Participants in connection with
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 106


             the Application), with Interest.  Upon receipt of a new or revised
             Application that fully complies with the requirements of this
             Tariff, the Eligible Customer will be assigned a new priority
             based upon the date of receipt by the System Operator of
             the new or revised Application.
      31.5   Response to a Completed Application:  Following receipt of a
             Completed Application for Firm Point-To-Point Transmission Service
             as Through or Out Service, or compliance with Section 26,
             whichever is applicable, a determination of available transmission
             capability will be made pursuant to Section 29.2 or 26,
             whichever is applicable.  The Eligible Customer will be notified
             as soon as practicable, but not later than thirty days after the
             date of receipt of a Completed Application, if required, that
             either (i) service will be provided without performing a System
             Impact Study, or (ii) such a study is needed to evaluate the
             impact of the Application pursuant to Section 33.1.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 107


      31.6   Execution of Service Agreement:  Whenever the System Operator
             determines that a System Impact Study is not required and that the
             requested service can be provided, it will notify the Eligible
             Customer as soon as practicable but no later than thirty days
             after receipt of the Completed Application, and will tender a
             Service Agreement to the Eligible Customer.  Failure of an
             Eligible Customer to execute and return the Service Agreement or
             request the filing of an unexecuted Service Agreement pursuant to
             Section 29.3, within fifteen days after it is tendered by the
             System Operator shall be deemed a withdrawal and termination of
             the Application and any deposit (less the reasonable
             Administrative Costs incurred by the System Operator and any
             affected Participants in connection with the Application)
             submitted will be refunded with Interest.  Nothing herein limits
             the right of an Eligible Customer to file another Application
             after such withdrawal and termination.  Where a System Impact
             Study is required,
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 108


             the provisions of Section 33 will govern the execution of a
             Service Agreement.
      31.7   Extensions for Commencement of Service:  The Transmission Customer
             can obtain up to five one-year extensions for the commencement of
             service.  The Transmission Customer may postpone service by paying
             a non-refundable annual reservation fee equal to one-month's
             charge for Firm Point-To-Point Transmission Service as Through or
             Out Service for each year or fraction thereof.  If during any
             extension for the commencement of service an Eligible Customer
             submits a Completed Application for Firm Point-To-Point
             Transmission Service, and such request can be satisfied only by
             releasing all or part of the Transmission Customer's Reserved
             Capacity, the original Reserved Capacity will be released
             unless the following condition is satisfied: within thirty days,
             the original Transmission Customer agrees to pay the applicable
             rate for Firm Point-To-Point Transmission Service as Through
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 109


             or Out Service for its Reserved Capacity for the period that its
             reservation overlaps the period covered by such Eligible
             Customer's Completed Application.  In the event the Transmission
             Customer elects to release the Reserved Capacity, the reservation
             fees or portions thereof previously paid will be forfeited.
32    Procedures for Arranging Non-Firm Point-To-Point Transmission Service
      32.1   Application:   Eligible Customers seeking Non-Firm Point-To-Point
             Transmission Service for Through or Out Service must submit a
             Completed Application to the System Operator.  Applications should
             be submitted by entering the information listed below on the
             NEPOOL's OASIS.  Prior to implementation of the NEPOOL OASIS, a
             Completed Application may be submitted by (i) transmitting the
             required information to the System Operator by telefax, or (ii)
             providing the information by telephone over the System Operator's
             time recorded telephone line.  Each of these methods will provide
             a
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 110


             time-stamped record for establishing the service priority of the
             Application.
      32.2   Completed Application: A Completed Application shall provide all
             of the information included in 18 C.F.R. <section>2.20 including
             but not limited to the following:
             (i)            The identity, address, telephone number and
                            facsimile number of the entity requesting service;

             (ii)           A statement that the entity requesting service is,
                            or will be upon commencement of service, an
                            Eligible Customer under this Tariff;

             (iii)   The Point(s) of Receipt and the Point(s) of Delivery;

             (iv)           The maximum amount of capacity requested at each
                            Point of Receipt and Point of Delivery; and

             (v)            The proposed dates and hours for initiating and
                            terminating transmission service hereunder.
             In addition to the information specified above, when required to
             properly evaluate system conditions, the System Operator also may
             ask the Transmission Customer to provide the following:
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 111


             (vi)           The electrical location of the initial source of
                            the power to be transmitted pursuant to the
                            Transmission Customer's request for service; and

             (vii)   The electrical location of the ultimate load.
             The System Operator will treat this information in (vi) and (vii)
             as confidential at the request of the Transmission Customer except
             to the extent that disclosure of this information is required by
             this Tariff, by regulator or judicial order, for reliability
             purposes pursuant to Good Utility Practice, or pursuant to the
             NEPOOL Information Policy.  The System Operator shall treat this
             information consistent with the standards of conduct contained in
             Part 37 of the Commission's regulations.
      32.3   Reservation of Non-Firm Point-To-Point Transmission Service:
             Requests for monthly service shall be submitted no earlier than
             sixty days before service is to commence; requests for weekly
             service shall be submitted
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 112




             no earlier than fourteen days before service is to commence,
             requests for daily service shall be submitted no earlier than five
             days before service is to commence, and requests for hourly
             service shall be submitted no earlier than noon the second
             day before service is to commence.  Requests for service received
             later than noon prior to the day service is scheduled to commence
             will be accommodated if practicable.
      32.4   Determination of Available Transmission Capability: Following
             receipt of a tendered schedule the System Operator will make a
             determination on a non-discriminatory basis of available
             transmission capability pursuant to Section 29.2.  Such
             determination shall be made as soon as reasonably practicable
             after receipt, but not later than the following time periods for
             the following terms of service (i) thirty-five minutes for hourly
             service, (ii) thirty-five minutes for daily service, (iii) four
             hours for weekly service, and (iv) two days for monthly service.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 113




33    Additional Study Procedures For Firm Point-To-Point Transmission Service
      Requests
      33.1   Notice of Need for System Impact Study:  After receiving a request
             for Firm Point-To-Point Transmission Service as Through or Out
             Service, the System Operator will review the effect of the
             proposed service on the reliability requirements to meet existing
             and pending obligations of the Participants and the obligations of
             the particular Participants whose PTF facilities will be impacted
             by the proposed service and determine on a non-discriminatory
             basis whether a System Impact Study is needed. A description of
             the methodology for completing a System Impact Study is provided
             in Attachment D.  If the System Operator determines that a System
             Impact Study is necessary to accommodate the requested service, as
             soon as practicable thereafter the System Operator will so inform
             the Eligible Customer and any affected Participants if the System
             Impact Study is to be performed by the Participants.  If the
             likely
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 114




             result of the study is that a Direct Assignment Facility will be
             required, the study shall be performed by the affected
             Participants, subject to review by the System Operator.  In such
             cases, the System Operator will within thirty days of receipt of
             a Completed Application, or compliance with Section 26, whichever
             is applicable, tender a System Impact Study agreement in the form
             of Exhibit I to this Tariff, or in any other form that is mutually
             agreed to, pursuant to which the Eligible Customer shall agree to
             reimburse NEPOOL and any affected Participants for performing the
             required System Impact Study.  For a service request to remain a
             Completed Application, the Eligible Customer shall execute
             the System Impact Study agreement and return it to the System
             Operator within fifteen days.  If the Eligible Customer elects not
             to execute a System Impact Study agreement, its application shall
             be deemed withdrawn and its deposit (less the reasonable
             Administrative Costs incurred by the System Operator and
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 115




             any affected Participants in connection with the Application),
             will be returned with Interest.
      33.2   System Impact Study Agreement and Cost Reimbursement:
             (i)     The System Impact Study agreement shall clearly specify
                     the maximum charge, based on the System Operator's
                     estimate of the actual cost, and time for completion of
                     the System Impact Study.  The  charge shall not
                     exceed the actual cost of the study.  In performing the
                     System Impact Study, the System Operator and any affected
                     Participants will rely, to the extent reasonably
                     practicable, on existing transmission planning studies.
                     The Eligible Customer shall not be assessed a charge for
                     such existing studies; however, the Eligible Customer
                     shall be responsible for charges associated with any
                     modifications to existing planning studies that are
                     reasonably necessary to evaluate the impact of the
                     Eligible Customer's
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 116




                     request for service on the NEPOOL Transmission System.
             (ii)    If in response to multiple Eligible Customers requesting
                     service in relation to the same competitive solicitation,
                     a single System Impact Study is sufficient for the System
                     Operator to accommodate the requests for service, the
                     costs of that study will be equitably pro-rated among the
                     Eligible Customers.
             (iii)   For System Impact Studies that the System Operator and any
                     affected Participants conduct on behalf of the
                     Participants, the Participants will record the cost of the
                     System Impact Studies pursuant to Section 8.5.
      33.3   System Impact Study Procedures:  Upon receipt of an executed
             System Impact Study agreement, the System Operator and any
             affected Participants will use due diligence to complete the
             required System Impact Study within a sixty day period.
             The System Impact Study
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 117




             shall identify any system constraints and redispatch options and
             the need for additional Direct Assignment Facilities or facility
             additions or upgrades required to provide the requested service.
             In the event that the required System Impact Study cannot be
             completed within such time period, the System Operator will so
             notify the Eligible Customer and provide an estimated completion
             date along with an explanation of the reasons why additional time
             is required to complete the required study and an estimate of any
             increase in cost which will result from the delay.  A copy of the
             completed System Impact Study and related work papers shall be
             made available to the Eligible Customer.  The System Operator will
             use the same due diligence in completing the System Impact Study
             for an Eligible Customer that is a Non-Participant as it uses when
             completing studies for the Participants.  The System Operator will
             notify the Eligible Customer immediately upon completion of the
             System Impact Study if the NEPOOL Transmission System
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 118




             will be adequate to accommodate all or part of a request for
             service or that no costs are likely to be incurred for new
             transmission facilities or upgrades.  Within fifteen days of
             completion of the System Impact Study, the Eligible Customer
             must execute a Service Agreement or request the filing of an
             unexecuted Service Agreement pursuant to Section 29.3, or the
             Application shall be deemed terminated and withdrawn.
      33.4   Facilities Study Procedures:  If a System Impact Study indicates
             that additions or upgrades to the NEPOOL Transmission System are
             needed to supply the Eligible Customer's service request, the
             System Operator, within thirty days of the completion of the
             System Impact Study, will tender to the Eligible Customer a
             Facilities Study agreement in the form of Exhibit J to this
             Tariff, or in any other form that is mutually agreed to, pursuant
             to which the Eligible Customer shall agree to reimburse the System
             Operator and any affected Participants or other entity designated
             by the System
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 119




             Operator for performing any required Facilities Study.  For a
             service request to remain a Completed Application, the Eligible
             Customer shall execute the Facilities Study agreement and return
             it to the System Operator within fifteen days.  If the Eligible
             Customer elects not to execute the Facilities Study agreement, its
             application shall be deemed withdrawn and its deposit (less the
             reasonable Administrative Costs incurred by the System Operator
             and any affected Participants in connection with the Application)
             will be returned with Interest.  Upon receipt of an executed
             Facilities Study agreement, the System Operator and any affected
             Participants or other designated entity will use due diligence to
             cause the required Facilities Study to be completed within a sixty
             day period.  If a Facilities Study cannot be completed in the
             allotted time period, the System Operator will notify the
             Transmission Customer and provide an estimate of the time needed
             to reach a final determination and any resulting increase in the
             cost,
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 120




             along with an explanation of the reasons that additional time is
             required to complete the study.  When completed, the Facilities
             Study shall include a good faith estimate of (i) the cost of
             Direct Assignment Facilities to be charged to the Transmission
             Customer, or (ii) the Transmission Customer's appropriate share of
             the cost of any required additions or upgrades, and (iii) the time
             required to complete such construction and initiate the requested
             service.  The Transmission Customer shall provide a letter of
             credit or other reasonable form of security acceptable to the
             Participant(s) or other entities that will be responsible for the
             construction of the new facilities or upgrades equivalent to the
             costs of the new facilities or upgrades and consistent with
             relevant commercial practices, as established by the Uniform
             Commercial Code.  The Transmission Customer shall have thirty days
             to execute a Service Agreement or request the filing of an
             unexecuted Service Agreement with the Commission and provide the
             required letter of
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 121




             credit or other form of security or the request will no longer be
             a Completed Application and shall be deemed terminated and
             withdrawn.
      33.5   Facilities Study Modifications:  Any change in design arising from
             inability to site or construct proposed facilities will require
             development of a revised good faith estimate.  New good faith
             estimates also will be required in the event of new statutory or
             regulatory requirements that are effective before the completion
             of construction or other circumstances beyond the control of the
             Participants or other entities that are responsible for the
             construction of the new facilities or upgrades and that
             significantly affect the final cost of the new facilities or
             upgrades to be charged to the Transmission Customer pursuant to
             the provisions of this Tariff.
      33.6   Due Diligence in Completing New Facilities: The System Operator
             will use due diligence to designate Participants or other entities
             to add necessary
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 122




             facilities or upgrade the NEPOOL Transmission System within a
             reasonable time.  A Participant or other entity will have no
             obligation to upgrade its existing or planned transmission system
             in order to provide the requested Firm Point-To-Point Transmission
             Service as Through or Out Service if doing so would impair system
             reliability or otherwise impair or degrade existing firm service.
      33.7   Partial Interim Service:  If the System Operator determines that
             there will not be adequate transmission capability to satisfy the
             full amount of a Completed Application, or a request for service
             pursuant to Section 26, whichever is applicable, for Long-Term
             Firm Point-To-Point Transmission Service as Through or Out
             Service, the portion of the requested Service that can be
             accommodated without addition of any facilities or upgrades and
             through redispatch will be offered and provided.  However, there
             shall be no obligation to provide the incremental amount of
             requested Long-Term
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 123




             Firm Point-To-Point Transmission Service that requires the
             addition of facilities or upgrades to the NEPOOL Transmission
             System until such facilities or upgrades have been placed in
             service.
      33.8   Expedited Procedures for New Facilities:  In lieu of the
             procedures set forth above, the Eligible Customer shall have the
             option to expedite the process by requesting the System Operator
             to tender at one time, together with the results of required
             studies, an "Expedited Service Agreement" pursuant to which the
             Eligible Customer would agree to pay for all costs incurred
             pursuant to the terms of this Tariff.  In order to exercise this
             option, the Eligible Customer shall request in writing an
             Expedited Service Agreement covering all of the above-specified
             items within thirty days of receiving the results of the System
             Impact Study identifying the need for facility additions or
             upgrades and costs to be incurred in providing the requested
             service.  While the System Operator, on behalf of the Participants
             or other
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 124




             entities that will be responsible for constructing the new
             facilities or upgrades, agrees to provide the Eligible Customer
             with its best estimate of the new facility costs and other charges
             that may be incurred, such estimate shall not be binding
             and the Eligible Customer shall agree in writing to pay for all
             costs incurred pursuant to the provisions of this Tariff.  The
             Eligible Customer shall execute and return such an Expedited
             Service Agreement within fifteen days of its receipt or
             the Eligible Customer's request for service will cease to be a
             Completed Application and will be deemed terminated and withdrawn.
34    Procedures if New Transmission Facilities for Firm Point-To-Point
      Transmission Service Cannot be Completed
      34.1   Delays in Construction of New Facilities:  If any event occurs
             that will materially affect the time for completion of new
             facilities for Firm Point-To-Point Service as Through or Out
             Service, or the ability to complete such facilities, the
             System Operator will
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 125




             promptly notify the Transmission Customer.  In such circumstances,
             the System Operator will within thirty days of notifying the
             Transmission Customer of such delays, convene a technical meeting
             with the Transmission Customer and any affected Participants or
             other entities responsible for construction to evaluate the
             alternatives available to the Transmission Customer.  The System
             Operator and the affected Participants or other entities will make
             available to the Transmission Customer studies and work papers
             related to the delay, including all information that is in the
             possession of the System Operator or the Participants or other
             entities that are responsible for the construction of the new
             facilities or upgrades that is reasonably needed by the
             Transmission Customer to evaluate any alternatives.
      34.2   Alternatives to the Original Facility Additions:  When the review
             process of Section 34.1 determines that one or more alternatives
             exist to the originally planned
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 126




             construction project, the System Operator will present such
             alternatives for consideration by the Transmission Customer.  If,
             upon review of any alternatives, the Transmission Customer desires
             to proceed with its Completed Application subject to construction
             of the alternative facilities, it may request the System
             Operator to submit a revised Service Agreement.  If the
             alternative approach solely involves Non-Firm Point-To-Point
             Transmission Service, the System Operator will promptly tender a
             Service Agreement for Non-Firm Point-To-Point Transmission Service
             providing for such service, if a Service Agreement is required for
             the service.  In the event the System Operator and the affected
             Participants or other entities responsible for construction
             conclude that no reasonable alternative exists and the
             Transmission Customer disagrees, the Transmission Customer may
             seek relief under the dispute resolution procedures pursuant to
             Section 12 or it may refer the dispute to the Commission for
             resolution.
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 127




      34.3   Refund Obligation for Unfinished Facility Additions:
             If the System Operator, the affected Participants or other
             entities responsible for construction and the Transmission
             Customer mutually agree that no other reasonable alternatives
             exist and the requested service cannot be provided out of
             existing capability under the conditions of this Tariff, the
             obligation to provide the requested Firm Point-To-Point
             Transmission Service as Through or Out Service shall terminate and
             any deposit made by the Transmission Customer shall be returned,
             with Interest.  The Transmission Customer shall be responsible for
             all costs prudently incurred by the System Operator and by the
             Participants or other entities that have been responsible for the
             construction of the new facilities or upgrades through the date
             that any required regulatory approval is denied or construction is
             suspended and for cost of removal, if necessary, of facilities
             constructed prior to suspension.
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 128




35    Provisions Relating to Transmission Construction and Services on the
      Systems of Other Utilities
      35.1   Responsibility for Third-Party System Additions:  Neither the
             System Operator nor any Participant will be responsible for making
             arrangements for any necessary engineering, permitting, and
             construction of transmission or distribution facilities
             on the system(s) of any other entity or for obtaining any
             regulatory approval for such facilities.  The System Operator will
             undertake reasonable efforts to assist the Transmission Customer
             in obtaining such arrangements, including without limitation,
             providing any information or data required by such other electric
             system pursuant to Good Utility Practice.
      35.2   Coordination of Third-Party System Additions:  In circumstances
             where the need for transmission facilities or upgrades is
             identified pursuant to the provisions of this Tariff, and if such
             upgrades further require the addition of transmission facilities
             on third-party
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 129




             systems, the System Operator and the Participants or other
             entities that are responsible for the construction of any new
             facilities or upgrades on the NEPOOL Transmission System will have
             the right to coordinate construction on the NEPOOL Transmission
             System with the construction required by the third parties.  The
             System Operator and the Participants or other entities that are
             responsible for the construction of any new facilities or upgrades
             on the NEPOOL Transmission System may, after consultation with the
             Transmission Customer and representatives of such other systems,
             defer construction of new transmission facilities or upgrades  on
             the NEPOOL Transmission System if the new transmission facilities
             on another system cannot be completed in a timely manner.
             The System Operator will notify the Transmission Customer in
             writing of the basis for any decision to defer construction and
             the specific problems that must be resolved before the
             construction of new facilities will be initiated or resumed.
             Within
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 130




             sixty days of receiving written notification by the System
             Operator of a decision to defer construction pursuant to this
             section, the Transmission Customer may challenge the decision in
             accordance with the dispute resolution procedures contained in
             Section 12 or it may refer the dispute to the Commission for
             resolution.
36    Changes in Service Specifications
      36.1   Modifications on a Non-Firm Basis:  The Transmission Customer
             taking Firm Point-To-Point Transmission Service as Through or Out
             Service may submit a request to the System Operator for
             transmission service on a non-firm basis over Point(s) of Receipt
             and Point(s) of Delivery other than those specified in the
             Service Agreement ("Secondary Receipt and Delivery Points"), in
             amounts not to exceed the Transmission Customer's firm capacity
             reservation, without executing a new Service Agreement, subject to
             the following conditions:
             (a)     service provided over Secondary Receipt and Delivery
                     Points will be non-firm only, on an as-
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 131




                     available basis, and will not displace any firm or
                     non-firm service reserved or scheduled by Participants or
                     Non-Participants under this Tariff or by the Participants
                     on behalf of their Native Load Customers or Excepted
                     Transactions;
             (b)     the sum of all Firm Point-To-Point Transmission Service
                     and Non-Firm Point-To-Point Transmission Service provided
                     to the Transmission Customer as Through or Out Service at
                     any time pursuant to this section shall not exceed the
                     Reserved Capacity specified in the relevant Service
                     Agreement under which such services are provided;
             (c)     the Transmission Customer shall retain its right to
                     schedule Firm Point-To-Point Transmission Service as
                     Through or Out Service at the Point(s) of Receipt and
                     Point(s) of Delivery specified in the relevant Service
                     Agreement in the amount of the Transmission Customer's
                     original capacity reservation, and
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 132




             (d)     all other requirements of this Tariff (except as to
                     transmission rates) shall apply to transmission service on
                     a non-firm basis over Secondary Receipt and Delivery
                     Points.
      36.2   Modification on a Firm Basis:  Any request by a Transmission
             Customer to modify Point(s) of Receipt and Point(s) of Delivery on
             a firm basis shall be treated as a new request for service in
             accordance with Section 31, except that such Transmission Customer
             shall not be obligated to pay any additional deposit if
             the capacity reservation does not exceed the amount reserved in
             the existing Service Agreement.  While such new request is
             pending, the Transmission Customer shall retain its priority for
             service at the firm Receipt Point(s) and Delivery Point(s)
             specified in the Transmission Customer's Service Agreement.
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 133




37    Sale, Assignment or Transfer of Transmission Service
      37.1   Procedures for Sale, Assignment or Transfer of Service:
             Subject to Commission action on any necessary filings, a
             Transmission Customer may sell, assign, or transfer all or a
             portion of its rights under its Service Agreement, but only to
             another Eligible Customer (the "Assignee").  The Transmission
             Customer that sells, assigns or transfers its rights under its
             Service Agreement is hereafter referred to as the "Reseller."
             Compensation to the Reseller shall not exceed the higher of (i)
             the original rate paid by the Reseller,(ii) the maximum applicable
             rate on file under this Tariff at the time of the assignment, or
             (iii) the Reseller's opportunity cost.  If the Assignee does not
             request any change in the Point(s) of Receipt or the Point(s) of
             Delivery, or a change in any other term or condition set forth in
             the original Service Agreement, the Assignee shall receive the
             same services as did the Reseller and the priority of service for
             the Assignee shall be the same as that of
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 134




             the Reseller.  A Reseller shall notify the System Operator as soon
             as possible after any sale, assignment or transfer of service
             occurs, but in any event, notification must be provided prior to
             any provision of service to the Assignee.  The Assignee
             shall be subject to all terms and conditions of this Tariff.  If
             the Assignee requests a change in service, the reservation
             priority of service will be determined by the System Operator
             pursuant to Section 27.2.
      37.2   Limitations on Assignment or Transfer of Service:  If the Assignee
             requests a change in the Point(s) of Receipt or Point(s) of
             Delivery, or a change in any other specifications set forth in the
             original Service Agreement, the System Operator will consent to
             such change subject to the provisions of this Tariff, provided
             that the change will not impair the operation and reliability of
             the Participants' generation, transmission, or distribution
             systems.  The Assignee shall compensate the System Operator and
             any affected
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 135




             Participants for performing any System Impact Study needed to
             evaluate the capability of the NEPOOL Transmission System to
             accommodate the proposed change and any additional costs resulting
             from such change.  The Reseller shall remain liable for the
             performance of all obligations under the Service Agreement,
             except as specifically agreed to by the System Operator, the
             Reseller and the Assignee through an amendment to the Service
             Agreement.
      37.3   Information on Assignment or Transfer of Service:  In accordance
             with Section 5, Transmission Customers may use the NEPOOL OASIS to
             post information regarding transmission capacity available for
             resale.
38    Metering and Power Factor Correction at Receipt and Delivery Points(s)
      38.1   Transmission Customer Obligations:  Unless the System Operator
             otherwise agrees, the Transmission Customer shall be responsible
             for installing and maintaining compatible metering and
             communications equipment to
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 136




             accurately account for the capacity and energy being transmitted
             under this Tariff and to communicate the information to the System
             Operator.  Such equipment shall remain the property of the
             Transmission Customer.
      38.2   NEPOOL Access to Metering Data:  The System Operator will have
             access to such metering data as may reasonably be required to
             facilitate measurements and billing under the Service Agreement.
      38.3   Power Factor:  Unless otherwise agreed, the Transmission Customer
             is required to maintain a power factor within the same range as
             the Participants maintain pursuant to Good Utility Practice and
             applicable NEPOOL requirements.  The power factor requirements are
             specified in the Service Agreement, where applicable.
39    Compensation for New Facilities and Redispatch Costs
      Whenever a System Impact Study performed in connection with the provision
      of Firm Point-To-Point Transmission Service as Through or Out Service
      identifies the need for new facilities or upgrades, the Transmission
      Customer shall be responsible
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 137




      for such costs to the extent they are consistent with Commission
      requirements and the Agreement.  Whenever a System Impact Study
      identifies capacity constraints that may be relieved more economically by
      redispatching the Participants' resources than by building new facilities
      or upgrading existing facilities to eliminate such constraints, the
      Transmission Customer shall be responsible for the redispatch costs to
      the extent consistent with applicable Commission requirements.
VI.   REGIONAL NETWORK SERVICE (INCLUDING NETWORK INTEGRATION TRANSMISSION
      SERVICE)
      The Participants will provide NEPOOL Regional Network Service, as
      described in Part II of this Tariff, including the service required to
      provide Network Integration Transmission Service, to Participants and
      Non-Participants pursuant to the applicable terms and conditions
      contained in this Tariff.  Part II of this Tariff specifies the terms and
      conditions which are generally applicable to the receipt of Regional
      Network Service by both Participants and Non-
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 138




      Participants.  This Part VI specifies additional provisions with respect
      to the provision of Regional Network Service, including Network
      Integration Transmission Service, to Non-Participants and, subject to
      Section 26 of this Tariff to Participants.
40    Nature of Network Integration Transmission Service
      40.1   Scope of Service: Network Integration Transmission Service is a
             transmission service that allows Network Customers to efficiently
             and economically utilize their Network Resources (as well as other
             non-designated generation resources) to serve their Network Load
             located in the NEPOOL Control Area and any additional load that
             may be designated pursuant to Section 43.3 of this Tariff.
             The Network Customer taking Network Integration Transmission
             Service must obtain or provide Ancillary Services pursuant to
             Section 4.
      40.2   Transmission Provider Responsibilities: The NEPOOL Participants
             will plan, construct, operate and maintain the NEPOOL Transmission
             System in accordance with Good
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 139




             Utility Practice in order to provide the Network Customer with
             Network Integration Transmission Service over the NEPOOL
             Transmission System.  The Participants shall include the Network
             Customer's Network Load in NEPOOL Transmission System planning and
             shall, consistent with Good Utility Practice, endeavor to
             construct and place into service sufficient transmission capacity
             to deliver the Network Customer's Network Resources to serve its
             Network Load on a basis comparable to the Participants' delivery
             of their own generating and purchased resources to their Native
             Load Customers.
      40.3   Network Integration Transmission Service: The Participants will
             provide firm transmission service over the NEPOOL Transmission
             System to the Network Customer for the delivery of capacity and
             energy from its designated Network Resources to service its
             Network Loads on a basis that is comparable to the Participants'
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 140




             use of the NEPOOL Transmission System to reliably serve their
             Native Load Customers.
      40.4   Secondary Service: The Network Customer may use the NEPOOL
             Transmission System to deliver energy to its Network Loads from
             resources that have not been designated as Network Resources.
             Such energy shall be transmitted, on an as-available basis, at no
             additional charge as part of Regional Network Service.  Deliveries
             from resources other than Network Resources will have a higher
             priority than any Non-Firm Point-To-Point Transmission Service
             under this Tariff.
      40.5   Real Power Losses: Real Power Losses are associated with all
             transmission service.  The Transmission Providers are not
             obligated to provide Real Power Losses.  To the extent PTF losses
             are not specifically allocated through the market procedures
             provided for in Section 14 of the Agreement, total remaining
             PTF losses, minus point-to-point losses, shall be allocated to all
             load plus interruptible load on a load ratio basis.
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 141




      40.6   Restrictions on Use of Service: The Network Customer is entitled
             to use Regional Network Service, including Network Integration
             Transmission Service for any of the uses specified in Part II of
             this Tariff.
41    Initiating Service
      41.1   Condition Precedent for Receiving Service: Subject to the terms
             and conditions of Parts II and VI of this Tariff, the Transmission
             Provider will provide Network Integration Transmission Service and
             other forms of Regional Network Service to any Non-Participant
             which is an Eligible Customer, provided that, subject to
             Section 26, (i) the Eligible Customer completes an Application for
             service as provided under Part VI of this Tariff, (ii) the
             Eligible Customer and the Transmission Provider complete the
             technical arrangements set forth in Sections 41.3 and 41.4, (iii)
             the Eligible Customer executes a Service Agreement pursuant
             to Attachment B for service under Part VI of this Tariff or
             requests in writing that the Transmission Provider file a proposed
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 142




             unexecuted Service Agreement with the Commission, and (iv) the
             Eligible Customer executes a Network Operating Agreement in the
             form of Exhibit H to this Tariff, or in any other form that is
             mutually agreed to, with the Transmission Provider.
      41.2   Application Procedures: A Non-Participant which is an Eligible
             Customer requesting Regional Network Service under this Tariff
             must submit an Application, with a deposit approximating the
             charge for one month of service, to the Transmission Provider as
             far as possible in advance of the month in which service is to
             commence.  Completed Applications for Regional Network Service
             will be assigned a priority according to the date and time the
             Application is received, with the earliest Application receiving
             the highest priority.  Applications should be submitted by
             entering the information listed below on the NEPOOL OASIS to the
             extent feasible.  Prior to implementation of the NEPOOL OASIS, a
             Completed Application may be submitted by (i)
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 143




             transmitting the required information to the System Operator by
             telefax, or (ii) providing the information by telephone over the
             System Operator's time recorded telephone line.  Each of these
             methods will provide a time-stamped record for establishing the
             service priority of the Application.  A Completed Application
             shall provide all of the information included in 18 CFR
             <section>2.20 including but not limited to the following:
               (i)   The identity, address, telephone number and facsimile
                     number of the party requesting service;

              (ii)   A statement that the party requesting service is, or will
                     be upon commencement of service, an Eligible Customer
                     under this Tariff;

             (iii)   A description of the Network Load at each delivery point.
                     This description should separately identify and provide
                     the Eligible Customer's best estimate of the total loads
                     to be served at each transmission voltage level, and the
                     loads to be served from each Transmission Provider
                     substation at the same transmission voltage level.  The
                     description should include a ten year forecast of summer
                     and winter load resource requirements beginning with the
                     first year after the service is scheduled to commence;
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               NEPOOL                            Open Access Transmission Tariff
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              (iv)   The amount and location of any interruptible loads
                     included in the Network Load.  This shall include the
                     summer and winter capacity requirements for each
                     interruptible load (had such load not been interruptible),
                     that portion of the load subject to Interruption, the
                     conditions under which an Interruption can be implemented
                     and any limitations on the amount and frequency of
                     Interruptions.  An Eligible Customer should identify the
                     amount of interruptible customer load (if any) included in
                     the ten year load forecast provided in response to (iii)
                     above;

               (v)   A description of Network Resources (current and ten-year
                     projection), which shall include, for each Network
                     Resource:

                            - Unit size and amount of capacity from that unit to
                              be designated as Network Resource
                            - VAR capability (both leading and lagging) of all
                              generators
                            - Operating restrictions
                                    -   Any periods of restricted operations
                                        throughout the year
                                    -   Maintenance schedules
                                    -   Minimum loading level of unit
                                    -   Normal operating level of unit
                                    -   Any must-run unit designations required
                                        for system reliability or contract
                                        reasons
                            - Approximate variable generating cost ($/MWH) for
                              redispatch computations
                            - Arrangements governing sale and delivery of power
                              to third parties from generating facilities
                              located in the Transmission Provider Control Area,
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 145

                              where only a portion of unit output is designated
                              as a Network Resource

                            - Description of purchased power designated as a
                              Network Resource including source of supply,
                              Control Area location, transmission arrangements
                              and delivery point(s) to the Transmission
                              Provider's Transmission System;

              (vi)   Description of Eligible Customer's transmission system:

                            - Load flow and stability data, such as real and
                              reactive parts of the load, lines, transformers,
                              reactive devices and load type, including normal
                              and emergency ratings of all transmission
                              equipment in a load flow format compatible with
                              that used by the Transmission Provider
                            - Operating restrictions needed for reliability
                            - Operating guides employed by system operators
                            - Contractual restrictions or committed uses of the
                              Eligible Customer's transmission system, other
                              than the Eligible Customer's Network Loads and
                              Resources
                            - Location of Network Resources described in
                              subsection (v) above
                            - ten year projection of system expansions or
                              upgrades
                            - Transmission System maps that include any proposed
                              expansions or upgrades
                            - Thermal ratings of Eligible Customer's Control
                              Area ties with other Control Areas; and
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               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 146




             (vii)   Service Commencement Date and the term of the requested
                     Network Integration Transmission Service.  The minimum
                     term for Network Integration Transmission Service is one
                     year.

             Unless the Parties agree to a different time frame, the System
             Operator must acknowledge the request within ten days of receipt.
             The acknowledgment must include a date by which a response,
             including a Service Agreement, will be sent to the Eligible
             Customer.  If an Application fails to meet the requirements of
             this section, the System Operator shall notify the Eligible
             Customer requesting service within fifteen days of receipt and
             specify the reasons for such failure.  Wherever possible, the
             System Operator will attempt to remedy deficiencies in the
             Application through informal communications with the Eligible
             Customer.  If such efforts are unsuccessful, the System Operator
             shall return the Application without prejudice to the Eligible
             Customer, who may thereafter file a new or revised Application
             that fully complies with the requirements of
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 147




             this section.  The Eligible Customer will be assigned a new
             priority consistent with the date of the new or revised
             Application.  The System Operator shall treat this information
             consistent with the standards of conduct contained in Part 37 of
             the Commission's regulations.
      41.3   Technical Arrangements to be Completed Prior to Commencement of
             Service: Network Integration Transmission Service as part of
             Regional Network Service shall not commence until the Participants
             and the Network Customer, or a third party, have completed
             installation of all equipment specified under a Network Operating
             Agreement consistent with Good Utility Practice and any
             additional requirements reasonably and consistently imposed to
             ensure the reliable operation of the NEPOOL Transmission System.
             The Participants shall exercise reasonable efforts, in
             coordination with the Network Customer, to complete such
             arrangements as soon
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 148




             as practicable taking into consideration the Service Commencement
             Date.
      41.4   Network Customer Facilities: The provision of Network Integration
             Transmission Service shall be conditioned upon the Network
             Customer's constructing, maintaining and operating the facilities
             on its side of each delivery point or interconnection necessary to
             reliably deliver capacity and energy from the NEPOOL Transmission
             System to the Network Customer.  The Network Customer shall be
             solely responsible for constructing or installing and operating
             and maintaining all facilities on the Network Customer's side of
             each such delivery point or interconnection.
      41.5   Filing of Service Agreement:  The System Operator will file
             Service Agreements with the Commission in compliance with
             applicable Commission regulations.
42    Network Resources
      42.1   Designation of Network Resources:  Network Resources shall include
             all generation owned or purchased by the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 149




             Network Customer designated to serve Network Load under this
             Tariff.  Network Resources may not include resources, or any
             portion thereof, that are committed for sale to non-designated
             third party load or otherwise cannot be called upon to meet the
             Network Customer's Network Load on a non-interruptible basis. Any
             owned or purchased resources that were serving the Network
             Customer's loads under firm agreements entered into on or before
             the Service Commencement Date shall initially be designated as
             Network Resources until the Network Customer terminates the
             designation of such resources.
      42.2   Designation of New Network Resources:  The Network Customer may
             designate a new Network Resource by providing the System Operator
             with as much advance notice as practicable.  A designation of a
             new Network Resource must be made by a request for modification of
             service pursuant to an Application under Section 41.
      42.3   Termination of Network Resources:  The Network Customer may
             terminate the designation of all or part of a
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 150




             generating resource as a Network Resource at any time but should
             provide notification to the System Operator as soon as reasonably
             practicable.
      42.4   Operation of Network Resources:  The Network Customer shall not
             operate any of its designated Network Resources which are not
             subject to Central Dispatch by NEPOOL, such that the output of
             those facilities exceeds its designated Network Load plus losses.
      42.5   Network Customer Redispatch Obligation:  As a condition to
             receiving Network Integration Transmission Service, the Network
             Customer agrees to redispatch its Network Resources as requested
             by the System Operator pursuant to Section 45.2.  To the extent
             practical, the redispatch of resources pursuant to this
             section shall be on a least cost, non-discriminatory basis between
             all Network Customers, and the Participants.
      42.6   Transmission Arrangements for Network Resources Not Physically
             Interconnected With The NEPOOL Transmission System:  The Network
             Customer shall be responsible for
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 151




             any arrangements necessary to deliver capacity and energy from a
             Network Resource not physically interconnected with the NEPOOL
             Transmission System.  The System Operator will undertake
             reasonable efforts to assist the Network Customer in obtaining
             such arrangements, including without limitation, providing
             any information or data required by such other entity pursuant to
             Good Utility Practice.
      42.7   Limitation on Designation of Network Resources:  The Network
             Customer must demonstrate that it owns or has committed to
             purchase generation pursuant to an executed contract in order to
             designate a generating resource as a Network Resource.
             Alternatively, the Network Customer may establish that execution
             of a contract is contingent upon the availability of transmission
             service under Part II of this Tariff.
      42.8   Use of Interface Capacity by the Network Customer:  There is no
             limitation upon a Network Customer's use of the NEPOOL
             Transmission System at any particular
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 152




             interface to integrate the Network Customer's Network Resources
             (or substitute economy purchases) with its Network Loads.
             However, a Network Customer's use of the NEPOOL total interface
             capacity with other transmission systems may not exceed the
             Network Customer's Load Ratio Share.
43    Designation of Network Load
      43.1   Network Load:  The Network Customer must designate the individual
             Network Loads on whose behalf the Participants will provide
             through NEPOOL Network Integration Transmission Service.  The
             Network Loads shall be specified in the Service Agreement.
      43.2   New Network Loads Connected With the NEPOOL Transmission System:
             The Network Customer shall provide the System Operator with as
             much advance notice as reasonably practicable of the designation
             of new Network Load that will be added to the NEPOOL Transmission
             System.  A designation of new Network Load must be made through a
             modification of service pursuant to a new Application.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 153




             The Participants will use due diligence to install or cause to be
             installed any transmission facilities required to interconnect a
             new Network Load designated by the Network Customer.  The costs of
             new facilities required to interconnect a new Network Load shall
             be determined in accordance with the procedures provided in
             Section 44.4 and shall be charged to the Network Customer in
             accordance with Commission policies.
      43.3   Network Load Not Physically Interconnected with the NEPOOL
             Transmission System: This section applies to both initial
             designation pursuant to Section 43.1 and the subsequent addition
             of new Network Load not physically interconnected with the NEPOOL
             Transmission System.  To the extent that the Network Customer
             desires to obtain transmission service for a load outside the
             NEPOOL Transmission System, the Network Customer shall have the
             option of (1) electing to include the entire load as Network Load
             for all purposes under Part VI of this Tariff and designating
             Network Resources in connection
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 154




             with such additional Network Load, or (2) excluding that entire
             load from its Network Load.  To the extent that the Network
             Customer gives notice of its intent to add a new Network Load as
             part of its Network Load pursuant to this section the request must
             be made through a modification of service pursuant to a new
             Application, and shall be available only so long as a scheduling
             and interconnection agreement acceptable to the System Operator
             shall be required to be in effect with the Control Area in which
             the load is located.  Charges for such portion of the service
             shall be based on the Through or Out Service rate applied to
             the amount reserved for the Network Load which is not physically
             interconnected with the NEPOOL Transmission System.
      43.4   New Interconnection Points:  To the extent the Network Customer
             desires to add a new Delivery Point or interconnection point
             between the NEPOOL Transmission System and a Network Load, the
             Network Customer shall
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 155




             provide the System Operator with as much advance notice as
             reasonably practicable.
      43.5   Changes in Service Requests:  Under no circumstances shall the
             Network Customer's decision to cancel or delay a requested change
             in Network Integration Transmission Service (the addition of a new
             Network Resource or designation of a new Network Load) in any way
             relieve the Network Customer of its obligation to pay the costs of
             transmission facilities constructed by or for the Participants
             and charged to the Network Customer as reflected in the Service
             Agreement.  However, the System Operator must treat any requested
             change in Network Integration Transmission Service in a non-
             discriminatory manner.
      43.6   Annual Load and Resource Information Updates: The Network Customer
             shall provide the System Operator with annual updates of Network
             Load and Network Resource forecasts consistent with those included
             in its Application under Part VI of this Tariff.  The Network
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 156




             Customer also shall provide the System Operator with timely
             written notice of material changes in any other information
             provided in its Application relating to the Network Customer's
             Network Load, Network Resources, its transmission system or other
             aspects of its facilities or operations affecting the
             Participants' ability to provide reliable service.
44    Additional Study Procedures For Network Integration Transmission Service
      Requests
      44.1   Notice of Need for System Impact Study: After receiving a request
             for service, the System Operator shall review the effect of the
             requested service on the reliability requirements to meet existing
             and pending obligations of the Participant(s) and on the
             obligations of the particular Participant(s) whose PTF facilities
             will be impacted by the proposed service and shall determine on a
             non-discriminatory basis whether a System Impact Study is needed.
             A description of the methodology for completing a System Impact
             Study is provided in
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 157




             Attachment D.  If the System Operator determines that a System
             Impact Study is necessary to accommodate the requested service, it
             shall as soon as practicable inform the Eligible Customer and any
             affected Participant(s) if the System Impact Study is to be
             performed by the Participant(s).  If the likely result of the
             study is that a Direct Assignment Facility will be required, the
             study shall be performed by the affected Participant(s), subject
             to review by the System Operator.  In such cases, the System
             Operator shall within thirty days of receipt of a Completed
             Application, tender a System Impact Study agreement in the form of
             Attachment I to this Tariff, or in any other form that is mutually
             agreed to, pursuant to which the Eligible Customer shall agree to
             reimburse the Transmission Provider for performing the required
             System Impact Study.  For a service request to remain a
             Completed Application, the Eligible Customer shall execute a
             System Impact Study agreement and return it to
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 158




             the Transmission Provider within fifteen days.  If the Eligible
             Customer elects not to execute a System Impact Study agreement,
             its Application shall be deemed withdrawn and its deposit (less
             the reasonable Administrative Costs incurred by the System
             Operator and any affected Participant(s)) shall be returned with
             Interest.
      44.2   System Impact Study Agreement and Cost Reimbursement:
             (i)     The System Impact Study agreement, whether in the form
                     detailed in Attachment I or in any other form that is
                     mutually agreed to, will clearly specify the maximum
                     charge, based on the System Operator's actual estimate of
                     the actual cost, and time for completion of the System
                     Impact Study.  The actual charge shall not exceed the
                     actual cost of the study.  In performing the System Impact
                     Study, the System Operator and the affected Participants
                     shall rely, to the extent reasonably practicable, on
                     existing transmission planning studies.  The
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 159




                     Eligible Customer will not be assessed a charge for such
                     existing studies; however, the Eligible Customer will be
                     responsible for charges associated with any modifications
                     to existing planning studies that are reasonably
                     necessary to evaluate the impact of the Eligible
                     Customer's request for service on the NEPOOL Transmission
                     System.
             (ii)    If in response to multiple Eligible Customers requesting
                     service in relation to the same competitive solicitation,
                     a single System Impact Study is sufficient for the System
                     Operator and the affected Participants to accommodate the
                     service requests, the costs of that study shall be pro-
                     rated among the Eligible Customers.
         (iii)For System Impact Studies that the System Operator and any
             affected Participants conduct on behalf of the Participants, the
             Participants will record the cost of the System Impact Studies
             pursuant to Section 8.5.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 160




      44.3   System Impact Study Procedures: Upon receipt of an executed System
             Impact Study agreement, the System Operator and any affected
             Participants will use due diligence to complete the required
             System Impact Study within a 60 day period.  The System Impact
             Study shall identify any system constraints, redispatch
             options, or the need for Network Upgrades to provide the requested
             service.  In the event that the System Operator and any affected
             Participants are unable to complete the required System Impact
             Study within such time period, the System Operator shall so notify
             the Eligible Customer and provide an estimated completion date
             along with an explanation of the reasons why additional time is
             required to complete the required studies and an estimate of any
             increase in cost which will result from the delay.  A copy of the
             completed System Impact Study and related work papers shall be
             made available to the Eligible Customer.  The System Operator will
             use the same due diligence in completing the System Impact
             Study
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 161




             for an Eligible Customer as it uses when completing studies for
             itself.  The System Operator shall notify the Eligible Customer
             immediately upon completion of the System Impact Study if the
             NEPOOL Transmission System will be adequate to accommodate all or
             part of a request for service or that no costs are likely to be
             incurred for new transmission facilities or upgrades.  In order
             for a request to remain a Completed Application, within fifteen
             days of completion of the System Impact Study the Eligible
             Customer must execute a Service Agreement or request the filing of
             an unexecuted Service Agreement, or the Application shall be
             deemed terminated and withdrawn.
      44.4   Facilities Study Procedures:  If a System Impact Study indicates
             that additions or upgrades to the NEPOOL Transmission System are
             needed to supply the Eligible Customer's service request, the
             System Operator, within thirty days of the completion of the
             System Impact Study, shall tender to the Eligible Customer
             a
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 162




             Facilities Study agreement in the form of Exhibit J to this
             Tariff, or in any other form that is mutually agreed to, pursuant
             to which the Eligible Customer shall agree to reimburse the System
             Operator and any affected Participants for performing the required
             Facilities Study.  For a service request to remain a Completed
             Application, the Eligible Customer shall execute the Facilities
             Study agreement and return it to the Transmission Provider within
             fifteen days.  If the Eligible Customer elects not to execute a
             Facilities Study agreement, its Application shall be deemed
             withdrawn and its deposit (less the reasonable Administrative
             Costs incurred by the System Operator and any affected
             Participants) shall be returned with Interest.  Upon receipt of an
             executed Facilities Study agreement, the System Operator and any
             affected Participants will use due diligence to complete the
             required Facilities Study within a sixty day period.  If the
             System Operator and any affected Participants are
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 163




             unable to complete the Facilities Study in the allotted time
             period, the System Operator shall notify the Eligible Customer and
             provide an estimate of the time needed to reach a final
             determination along with an explanation of the reasons that
             additional time is required to complete the study.  When
             completed, the Facilities Study will include a good faith estimate
             of (i) the cost of Direct Assignment Facilities to be charged to
             the Eligible Customer, (ii) the Eligible Customer's appropriate
             share of the cost of any required Network Upgrades, and (iii) the
             time required to complete such construction and initiate the
             requested service.  The Eligible Customer shall provide the System
             Operator with a letter of credit or other reasonable form of
             security acceptable to the System Operator equivalent to
             the costs of new facilities or upgrades consistent with commercial
             practices as established by the Uniform Commercial Code.  The
             Eligible Customer shall have thirty days to execute a Service
             Agreement or
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 164




             request the filing of an unexecuted Service Agreement and provide
             the required letter of credit or other form of security or the
             request no longer will be a Completed Application and shall be
             deemed terminated and withdrawn.
45    Load Shedding and Curtailments
      45.1   Procedures:  Prior to the Service Commencement Date, the System
             Operator and the Network Customer shall establish Load Shedding
             and Curtailment procedures pursuant to the Network Operating
             Agreement with the objective of responding to contingencies on the
             NEPOOL Transmission System.  The Parties will implement
             such programs during any period when the System Operator
             determines that a system contingency exists and such procedures
             are necessary to alleviate such contingency.  The System Operator
             will notify all affected Network Customers in a timely manner of
             any scheduled Curtailment.
      45.2   Transmission Constraints:  During any period when the System
             Operator determines that a transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 165




             constraint exists on the NEPOOL Transmission System, and such
             constraint may impair the reliability of the NEPOOL System, the
             System Operator will take whatever actions, consistent with Good
             Utility Practice, that are reasonably necessary to maintain the
             reliability of the system. To the extent the System Operator
             determines that the reliability of the System can be maintained by
             redispatching resources, the System Operator will initiate
             procedures pursuant to a Network Operating Agreement to redispatch
             all Network Resources and the Participants' own resources on a
             least-cost basis without regard to the ownership of such
             resources.  Any redispatch under this section may not unduly
             discriminate between the Participants' use of the NEPOOL
             Transmission System on behalf of their Native Load Customers and
             any Network Customer's use of the Transmission System to serve its
             designated Network Load.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 166




      45.3   Cost Responsibility for Relieving Transmission Constraints: To the
             extent not otherwise covered under the Agreement, whenever the
             System Operator implements least-cost redispatch procedures in
             response to a transmission constraint, the Participants and
             Network Customers will each bear a proportionate share of the
             total redispatch cost based on their respective Load Ratio Shares.
      45.4   Curtailments of Scheduled Deliveries:  If a transmission
             constraint on the NEPOOL Transmission System cannot be relieved
             through the implementation of least-cost redispatch procedures and
             the System Operator determines that it is necessary to Curtail
             scheduled deliveries, the Parties shall Curtail such schedules
             in accordance with a Network Operating Agreement.
      45.5   Allocation of Curtailments:  The System Operator shall on a non-
             discriminatory basis, Curtail the transaction(s) that effectively
             relieve the constraint.  However, to the extent practicable and
             consistent with
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 167




             Good Utility Practice, any Curtailment will be shared by the
             Participants and the Network Customer in proportion to their
             respective Load Ratio Shares.  The System Operator shall not
             direct the Network Customer to Curtail schedules to an extent
             greater than the System Operator would Curtail the Participants'
             schedules under similar circumstances.
      45.6   Load Shedding: To the extent that a system contingency exists on
             the NEPOOL Transmission System and the System Operator determines
             that it is necessary for the Participants and the Network Customer
             to shed load, the Parties shall shed load in accordance with
             previously established procedures under the Network Operating
             Agreement, or in accordance with other mutually agreed-to
             provisions.
      45.7   System Reliability:  Notwithstanding any other provisions of this
             Tariff, the System Operator reserves the right, consistent with
             Good Utility Practice and on a not unduly discriminatory basis, to
             Curtail Network
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 168




             Integration Transmission Service without liability on the part of
             the System Operator or the Participants for the purpose of making
             necessary adjustments to, changes in, or repairs on the
             Participants' lines, substations and facilities, and in
             cases where the continuance of Network Integration Transmission
             Service would endanger persons or property.  In the event of any
             adverse condition(s) or disturbance(s) on the NEPOOL Transmission
             System or on any other system(s) directly or indirectly
             interconnected with the NEPOOL Transmission System, the
             System Operator, consistent with Good Utility Practice, also may
             Curtail Network Integration Transmission Service in order to (i)
             limit the extent or damage of the adverse condition(s) or
             disturbance(s), (ii) prevent damage to generating or transmission
             facilities, or (iii) expedite restoration of service.  The
             System Operator will give the Network Customer as much advance
             notice as is practicable in the event of such Curtailment.  Any
             Curtailment of Network
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 169




             Integration Transmission Service will be not unduly discriminatory
             relative to the Participants' use of the Transmission System on
             behalf of their Native Load Customers.  The Network Operating
             Agreement shall specify the rate treatment and all related terms
             and conditions applicable in the event that the Network
             Customer fails to respond to established Load Shedding and
             Curtailment procedures.
46    Rates and Charges
      The Network Customer shall pay the Transmission Provider for any Direct
      Assignment Facilities, Ancillary Services, and applicable study costs,
      consistent with Commission policy, along with the charge for Regional
      Network Service provided in Part II of this Tariff.
      46.1   Determination of Network Customer's Monthly Network Load:  The
             Network Customer's "Monthly Network Load" is its hourly load
             (including its designated Network Load not physically
             interconnected with the Transmission Provider under Section 43.3)
             coincident with the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 170




             coincident aggregate load of the Participants and other Network
             Customers served in each Local Network in the hour in which the
             coincident load is at its maximum for the month ("Monthly Peak").
      46.2   Redispatch Charge: To the extent not otherwise covered under the
             Agreement, the Network Customer shall pay a Load Ratio Share of
             any redispatch costs allocated between the Network Customer and
             the Participants pursuant to Section 45.  To the extent that the
             Participants incur an obligation to the Network Customer for
             redispatch costs in accordance with Section 45, such amounts shall
             be credited against the Network Customer's bill for the applicable
             month.
47    Operating Arrangements
      47.1   Operation under The Network Operating Agreement: The Network
             Customer shall plan, construct, operate and maintain its
             facilities in accordance with Good Utility Practice and in
             conformance with the Network Operating Agreement which shall be in
             the form of Exhibit H to
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 171




             this Tariff, or in any other form that is mutually agreed to.
      47.2   Network Operating Agreement: The terms and conditions under which
             the Network Customer shall operate its facilities and the
             technical and operational matters associated with the
             implementation of Part VI of the Tariff shall be specified in the
             Network Operating Agreement.  The Network Operating Agreement
             shall provide for the Parties to (i) operate and maintain
             equipment necessary for integrating the Network Customer within
             the NEPOOL Transmission System (including, but not limited to,
             remote terminal units, metering, communications equipment and
             relaying equipment), (ii) transfer data between the System
             Operator and the Network Customer (including, but not limited to,
             heat rates and operational characteristics of Network Resources,
             generation schedules for units outside the NEPOOL Transmission
             System, interchange schedules, unit outputs for redispatch
             required under Section 45,
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 172




             voltage schedules, loss factors and other real time data), (iii)
             use software programs required for data links and constraint
             dispatching, (iv) exchange data on forecasted loads and resources
             necessary for long-term planning, and (v) address any other
             technical and operational considerations required for
             implementation of Part VI of this Tariff, including scheduling
             protocols.  The Network Operating Agreement will recognize that
             the Network Customer shall either (i) operate as a Control Area
             under applicable guidelines of the North American Electric
             Reliability Council (NERC) and the Northeast Power Coordinating
             Council, (ii) satisfy its Control Area requirements, including all
             necessary Ancillary Services, by contracting with the System
             Operator and the Participants, or (iii) satisfy its Control Area
             requirements, including all necessary Ancillary Services, by
             contracting with another Entity, consistent with Good Utility
             Practice, which satisfies NERC and the NPCC requirements.  The
             System Operator
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 173




             shall not unreasonably refuse to accept contractual arrangements
             with another entity for Ancillary Services.
      47.3    Network Operating Committee:  A Network Operating Committee
             (Committee) shall be established to coordinate operating criteria
             for the Parties' respective responsibilities under the Network
             Operating Agreement, where the Network Customer is not a
             Participant.  Each Network Customer shall be entitled to have at
             least one representative on the Committee.  The Committee shall
             meet from time to time as need requires, but no less than once
             each calendar year.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 174



SCHEDULE 1
Scheduling, System Control and Dispatch Service

      Scheduling, System Control and Dispatch Service is the service required
to schedule at the pool level the movement of power through, out of, within, or
into the NEPOOL Control Area.  It is anticipated that local level service would
be provided under the Local Network Service tariffs of the individual
Transmission Providers.  For transmission service under this Tariff, this
Ancillary Service can be provided only by the System Operator and the
Transmission Customer must purchase this service from the System Operator.
Charges for Scheduling, System Control and Dispatch Service are to be based on
the expenses incurred by the System Operator, the satellite dispatch centers
and the Participants to provide these services.  A surcharge for these services
will be added to the Through or Out Service rate.  Transmission Customers
taking Regional Network Service and Local Network Service will have a similar
surcharge added to their Local Network Service rates pursuant to their
individual tariffs.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 175




      The charges for service in conjunction with Regional Network Service may
be recovered as described above for an initial period not exceeding six months
and shall be superseded after such period by a rate under this Schedule to be
determined and filed with the Commission which shall be cost-based.
      The System Operator expenses will be based on the functions required to
provide these services and include, but are not limited to:
      o Processing and implementation of requests for service, including
             support of the NEPOOL OASIS node;
      o Coordination of transmission system operation and implementation
             of necessary control actions by the System Operator and support
             for these functions;
      o Billing associated with transmission services provided under this
             Tariff;
      o Transmission system planning which supports this service;
      o Administrative costs associated with the aforementioned
             functions.
      The satellite dispatch center expenses and the Participant expenses will
in each case be an allocated portion of dispatch center expense for the PTF
dispatch functions performed.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 176




Initially, 50% of the costs of the satellite dispatch centers and 0% of the
scheduling, system control and dispatch centers of Participants will be
allocated to PTF dispatch functions.  This cost basis shall apply for a period
not exceeding six months and shall be superseded after such period by a rate
under this Schedule to be determined and filed with the Commission which shall
be cost-based.
      This surcharge shall be determined for the same period on which the PTF
rate is based.  The rate surcharge for each year is the amount derived by
dividing the total annual expenses for providing the service by the sum of the
average of the coincident Monthly Peaks (as defined in Section 46.1) of all
Local Networks for the same calendar year.
                                    RATE SURCHARGE CALCULATION
                                           FOR YEAR ONE

Total Allocated Expenses                                      $11,720,093

Sum of the coincident Monthly Peaks
of all Participants                                            17,823,928kW

Rate (Expenses/sum of Pks)                                         $0.658

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 177



                                             SCHEDULE 2

                              Reactive Supply and Voltage Control from
                                     Generation Sources Service


      In order to maintain transmission voltages on the NEPOOL Transmission
System within acceptable limits, generation facilities are operated to produce
(or absorb) reactive power.  Thus, Reactive Supply and Voltage Control from
Generation Sources Service must be provided for each transaction on the NEPOOL
Transmission System.  The amount of Reactive Supply and Voltage Control from
Generation Sources Service that must be supplied with respect to a Transmission
Customer's transaction will be determined based on the reactive power support
necessary to maintain transmission voltages within limits that are generally
accepted in the region and consistently adhered to by the Participants.
      Reactive Supply and Voltage Control from Generation Sources Service is to
be provided through the Participants and the System Operator and the
Transmission Customer must purchase this service from the Participants through
the System Operator.  The charges
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 178




for such service for an initial period not exceeding six months shall be $0 per
Kilowatt and shall be superseded after such period by a rate to be determined
and filed with the Commission which shall be cost-based.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 179




SCHEDULE 3

Regulation and Frequency Response Service
(Automatic Generator Control)


      Regulation and Frequency Response Service (Automatic Generator Control)
is necessary to provide for continuous balancing of resources (generation and
interchange) with Load, and for maintaining scheduled interconnection frequency
at sixty cycles per second (60 Hz).  Regulation and Frequency Response Service
(Automatic Generation Control) is accomplished by committing on-line generation
whose output is raised or lowered (predominantly through the use of automatic
generating control equipment) as necessary to follow the moment-by-moment
changes in Load.  The obligation to maintain this balance between resources and
Load lies with the System Operator and this service will be available to all
Participants and other entities that serve Load within the NEPOOL Control Area
which enter into separate agreements with NEPOOL through Interchange
Transactions pursuant to the Agreement which result from NEPOOL central
dispatch.  The Transmission Customer must either take this service from the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 180




System Operator or through the Interchange or make alternative comparable
arrangements to satisfy its Regulation and Frequency Response Service
(Automatic Generator Control or AGC) obligation.
      As of December 1, 1996, charges for this Service are determined under the
Prior Agreement as follows:
      Payments and reimbursements under the current AGC Billing System fall
      into two categories.  First, those Participants who have either not made
      the appropriate installation arrangements, or who have responsibility for
      units that have not met the minimum AGC availability criterion, are
      required to pay into a Fixed Cost fund.  The dollars collected in
      the fund are paid to lead Participants having AGC capability in
      accordance with a formula which provides for distribution of the Fixed
      Cost Fund.  The billing for fixed costs is done on a calendar year basis,
      by April 1 of the following year.
      Second, the AGC Billing system compensates the lead Participants for the
      loss of efficiency and increased maintenance costs that are experienced
      as a result of AGC operation of their units.  An amount representing an
      estimate
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 181




      of the total increased hourly operating costs is collected from all
      Participants pro rata to their hourly load.  These collected funds are
      distributed to the lead Participants who incurred the costs.  Billing for
      hourly costs is done on a monthly basis.
      As of the Second Effective Date, charges for this Service will be
determined on the basis of Bid Prices submitted by the Participants in
accordance with Section 14 of the Agreement.
      The transmission service required with respect to Regulation and
Frequency Response Service (Automatic Generator Control) will be paid for as
part of Regional Network Service by all Participants and other entities serving
Load in the NEPOOL Control Area.  The charge for Regional Network Service is
specified in Schedule 9.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 182



                                             SCHEDULE 4

                                      Energy Imbalance Service


      Energy Imbalance Service is the service provided when a difference occurs
between the scheduled and the actual delivery of energy to a Load located
within the NEPOOL Control Area during a single hour.  This service will be
available to all Participants and other entities that serve Load within the
NEPOOL Control Area which enter into separate agreements with NEPOOL through
Interchange Transactions resulting from NEPOOL central dispatch at prices
which will be determined in accordance with Section 12 of the Prior Agreement
until the Second Effective Date, and which will be determined in accordance
with Section 14 of the Agreement thereafter.  The Transmission Customer may
either supply its Load from its own resources or through bilateral transactions
or obtain the service through Interchange Transactions.  The transmission
service required with respect to Interchange Transactions will be furnished as
part of Regional Network Service to all Participants and other entities serving
Load in the NEPOOL Control Area.  The charge for Regional Network Service is
specified in Schedule 9.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 183




SCHEDULE 5

Operating Reserve - 10-Minute Spinning Reserve Service


      10-Minute Spinning Reserve Service is a service needed to serve load
immediately in the event of a system contingency.  This service will be
available to all Participants and other entities that serve load within the
NEPOOL Control Area which enter into separate agreements with NEPOOL through
Interchange Transactions resulting from NEPOOL central dispatch.  The
Transmission Customer may either supply this service with its own resources or
through bilateral transactions or obtain the service through Interchange
Transactions on terms determined until the Second Effective Date in accordance
with Section 12 of the Prior Agreement, and on terms determined thereafter in
accordance with Sections 14.4, 14.5 and 14.9 of the Agreement.
      Under the Prior Agreement arrangements which will remain in effect until
the Second Effective Date, operating reserve is provided through central
dispatch and the after-the-fact own load energy billing arrangements.  Prior
Agreement, <section><section>12.5 - 12.8.  Participants that are deemed to
carry operating reserve in any
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 184




hour are entitled to share in distributions each month from the Pool Savings
Fund.  Prior Agreement <section><section>14.1(e)(viii)(B) and 14.8(d).  These
arrangements are equally applicable to 10-Minute Spinning Reserve Service, 10-
Minute Non-Spinning Reserve Service and 30-Minute Reserve Service.  Prior
Agreement, <section><section>12.5, 14.1(e)(viii)(B) and 14.8(d).
      Under Sections 14.4, 14.5 and 14.9 of the Agreement, as it will be in
effect after the Second Effective Date, the price to be paid for 10-Minute Non-
Spinning Reserve Service or 30-Minute Operating Reserve Service received in any
hour will be the Operating Reserve Clearing Price for the hour for that
category of reserve service, as determined on the basis of bid prices to
provide the service.  Agreement, <section>14.9(a) and (b).  After the Third
Effective Date, the price to be paid for 10-Minute Spinning Reserve Service
will be determined on the same basis.  Agreement, <section>14.9(a) and (c).
During the period from the Second Effective Date until the Third Effective
Date, the price for 10-Minute Spinning Reserve Service will be equal to the
"Lost Opportunity Clearing Price" for the hour and the lost opportunity costs,
if
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 185




any, for the generating units which supply the service, as determined in
accordance with Section 14.9 of the Agreement.  Agreement, <section>14.9(c) and
(d).
      The Transmission Service required with respect to Interchange
Transactions will be furnished as part of Regional Network Service to all
Participants and other entities serving Load in the NEPOOL Control Area.  The
charge for Regional Network Service is determined in accordance with Section 16
of the Tariff and Schedule 9.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 186




SCHEDULE 6

Operating Reserve - 10-Minute Non-Spinning Reserve Service


      10-Minute Non-Spinning Reserve Service is a service needed to serve Load
in the event of a system contingency.  This service will available to all
Participants and other entities that serve Load within the NEPOOL Control Area
which enter into separate agreements with NEPOOL through Interchange
Transactions resulting from NEPOOL central dispatch.  The Transmission Customer
may either supply this service with its own resources or through bilateral
transactions or obtain the service through Interchange Transactions on terms
determined until the Second Effective Date in accordance with Section 12 of the
Prior Agreement, and on terms determined thereafter in accordance with Sections
14.4, 14.5 and 14.9 of the Agreement.
      Under the Prior Agreement arrangements which will remain in effect until
the Second Effective Date, operating reserve is provided through central
dispatch and the after-the-fact own load energy billing arrangements.  Prior
Agreement, <section><section>12.5 - 12.8.  Participants that are deemed to
carry operating reserve in any
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 187




hour are entitled to share in distributions each month from the Pool Savings
Fund.  Prior Agreement <section><section>14.1(e)(viii)(B) and 14.8(d).  These
arrangements are equally applicable to 10-Minute Spinning Reserve Service, 10-
Minute Non-Spinning Reserve Service and 30-Minute Reserve Service.  Prior
Agreement, <section><section>12.5, 14.1(e)(viii)(B) and 14.8(d).
      Under Sections 14.4, 14.5 and 14.9 of the Agreement, as it will be in
effect after the Second Effective Date, the price to be paid for 10-Minute Non-
Spinning Reserve Service or 30-Minute Operating Reserve Service received in any
hour will be the Operating Reserve Clearing Price for the hour for that
category of reserve service, as determined on the basis of bid prices to
provide the service.  Agreement, <section>14.9(a) and (b).  After the Third
Effective Date, the price to be paid for 10-Minute Spinning Reserve Service
will be determined on the same basis.  Agreement, <section>14.9(a) and (c).
During the period from the Second Effective Date until the Third Effective
Date, the price for 10-Minute Spinning Reserve Service will be equal to the
"Lost Opportunity Clearing Price" for the hour and the lost opportunity costs,
if
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 188




any, for the generating units which supply the service, as determined in
accordance with Section 14.9 of the Agreement.  Agreement, <section>14.9(c) and
(d).
      The Transmission Service required with respect to Interchange
Transactions will be furnished as part of Regional Network Service to all
Participants and other entities serving Load in the NEPOOL Control Area.  The
charge for Regional Network Service is determined in accordance with Section 16
of the Tariff and Schedule 9.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 189




                                             SCHEDULE 7

                            Operating Reserve - 30-Minute Reserve Service


      30-Minute Reserve Service is a service needed to serve Load in the event
of a system contingency.  This service will be available to all Participants
and other entities that serve Load within the NEPOOL Control Area which enter
into separate agreements with NEPOOL through Interchange Transactions resulting
from NEPOOL central dispatch.  The Transmission Customer may either supply this
service with its own resources or through bilateral transactions or obtain
the service through Interchange Transactions on terms determined until the
Second Effective Date in accordance with Section 12 of the Prior Agreement, and
on terms determined thereafter in accordance with Sections 14.4, 14.5 and 14.9
of the Agreement.
      Under the Prior Agreement arrangements which will remain in effect until
the Second Effective Date, operating reserve is provided through central
dispatch and the after-the-fact own load energy billing arrangements.  Prior
Agreement, <section><section>12.5 - 12.8.  Participants that are deemed to
carry operating reserve in any
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 190




hour are entitled to share in distributions each month from the Pool Savings
Fund.  Prior Agreement <section><section>14.1(e)(viii)(B) and 14.8(d).  These
arrangements are equally applicable to 10-Minute Spinning Reserve Service, 10-
Minute Non-Spinning Reserve Service and 30-Minute Reserve Service.  Prior
Agreement, <section><section>12.5, 14.1(e)(viii)(B) and 14.8(d).
      Under Sections 14.4, 14.5 and 14.9 of the Agreement, as it will be in
effect after the Second Effective Date, the price to be paid for 10-Minute Non-
Spinning Reserve Service or 30-Minute Operating Reserve Service received in any
hour will be the Operating Reserve Clearing Price for the hour for that
category of reserve service, as determined on the basis of bid prices to
provide the service.  Agreement, <section>14.9(a) and (b).  After the Third
Effective Date, the price to be paid for 10-Minute Spinning Reserve Service
will be determined on the same basis.  Agreement, <section>14.9(a) and (c).
During the period from the Second Effective Date until the Third Effective
Date, the price for 10-Minute Spinning Reserve Service will be equal to the
"Lost Opportunity Clearing Price" for the hour and the lost opportunity costs,
if
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 191




any, for the generating units which supply the service, as determined in
accordance with Section 14.9 of the Agreement.  Agreement, <section>14.9(c) and
(d).
      The Transmission Service required with respect to Interchange
Transactions will be furnished as part of Regional Network Service to all
Participants and other entities serving Load in the NEPOOL Control Area.  The
charge for Regional Network Service is determined in accordance with Section 16
of the Tariff and Schedule 9.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 192




                                             SCHEDULE 8

                                      Through or Out Service -

The Pool PTF Rate


(1) Except as otherwise provided in Section 19 of the Tariff, a Transmission
Customer shall pay to NEPOOL for firm or non-firm Through or Out Service
reserved for it in accordance with Section 19 of the Tariff on the basis of the
Pool PTF rate.
(2)   The Pool PTF Rate in effect at any time shall be determined annually on
the basis of the information for the most recent calendar year contained in
Form 1 filings (or similar information on the books of Transmission Providers
that are not required to submit a Form 1 filing) and shall be changed annually
effective as of June 1 in each year.  The Pool PTF rate shall be equal
to the sum for all Participants of Annual Transmission Revenue Requirements
determined in accordance with Attachment F divided by the sum of the coincident
Monthly Peaks (as defined in Section 46.1) of all Local Networks.  The rate for
the period from the effective date of this Tariff until June 1, 1997 is
determined on the basis of the information for 1995 contained in Form 1 filings
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 193




(or similar information on the books of Transmission Providers that are not
required to submit a Form 1 filing) and is $15.61 per kilowatt year.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 194

SCHEDULE 9

Regional Network Service


(1) A Transmission Customer which serves Load in the NEPOOL Control Area shall
pay to NEPOOL each month for Regional Network Service the amount determined in
accordance with the following formula:
      A =    1/12 (R {. }L)
      in which
      A =    the amount to be paid
      R =    the Participant RNS Rate per Kilowatt for the current Year for the
             Participant which owns the Local Network from which the Customer's
             load is served
      L =    the Customer's Monthly Network Load for the month
Each Participant RNS Rate is to be determined in accordance with the remaining
provisions of this Schedule 9.  The Participants intend that the rate will be
determined by looking separately at the costs associated with facilities which
are in service at December 31, 1996, and the costs associated with new
facilities which are placed in service after December 31, 1996.  Costs of
new
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 195


facilities are to be shared regionally on a per Kilowatt basis in determining
the rates of each of the Participants with a Local Network.
      Costs of existing facilities are to be determined separately for each
Participant and reflected in the rate for service to Transmission Customers
serving load in the Participant's Local Network.  This is subject to a band
width which limits the variation of the Participant per Kilowatt cost from the
average per Kilowatt cost for all Participants to not less than 70%, or
more than 130%, of the average cost.

(2)   The Pool RNS Rate per Kilowatt is $1 in Year One, $4 in Year Two, $7 in
Year Three, $10 in Year Four and $13 in Year Five and the period from the end
of Year Five to the next succeeding June 1, and is equal to the Pool PTF Rate
for each Year thereafter.

(3)   The Participant RNS Rate for a Participant for a Year shall be a
percentage of the Pool RNS Rate for the year and shall be equal to the Pool RNS
Rate after the end of the transitional
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 196


period described in paragraph (4) of this Schedule.  The percentage for each
Participant for each Year shall equal the percentage which the sum of (i) the
Participant's pre-1997 Participant RNS Rate and (ii) the post-1996 Pool PTF
Rate represents of (iii) the Pool PTF Rate for the Year.

(4)   The pre-1997 Participant RNS Rate for each Participant shall be
determined by comparing its individual pre-1997 PTF Rate, for the most recent
calendar year for which information is available from Form 1 filings or
otherwise to the pre-1997 Pool PTF Rate for the same calendar year.  If the
Participant's individual pre-1997 PTF Rate for a Year is less than the
pre-1997 Pool PTF Rate, its pre-1997 Participant RNS Rate for the Year shall be
the rate determined by reducing the pre-1997 Pool PTF Rate by the percentage
which the Participant's pre-1997 PTF Rate is less than the pre-1997 Pool PTF
Rate; provided that in no event shall its pre-1997 Participant RNS Rate be less
than 70% of the pre-1997 Pool PTF Rate, until the end of Year Five, and
thereafter shall be
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 197


 . . . . {2}  If the Participant's individual pre-1997 PTF Rate is greater than
the pre-1997 Pool PTF Rate, its pre-1997 Participant RNS Rate shall be the rate
determined by increasing the pre-1997 Pool PTF Rate by the percentage which its
pre-1997 Participant PTF Rate is greater than the pre-1997 Pool PTF Rate;
provided that in no event shall its pre-1997 Participant RNS Rate be
greater than 130% of the pre-1997 Pool PTF Rate until the end of Year Five, and
thereafter shall be . . . . {3}  If for any Year the revenues to be received
from the payment by Participants or other Transmission Customers of their
respective applicable Participant RNS Rates will average more or less than the
Pool PTF Rate per Kilowatt for the Year, each Participant RNS Rate will
be increased or decreased, as appropriate, so that the revenues to be received
per Kilowatt per Year will equal the Pool PTF Rate per Kilowatt for the Year.

               **FOOTNOTES**

 {2}  The sentence shall be completed in accordance with the 33rd Amendment.

 {3}  The sentence shall be completed in accordance with the 33rd Amendment.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 198


(5)   The individual pre-1997 PTF Rate of a Participant which owns a Local
Network for a year is the amount derived annually by dividing its Annual
Transmission Revenue Requirements for the most recent calendar year for which
information is available from Form 1 filings (or similar information on the
books of Transmission Providers that are not required to submit a Form 1
filing) with respect to PTF placed in service before January 1, 1997, as
determined in accordance with Attachment F to this Tariff, by the average of
the Monthly Peaks (as adjusted for losses) for the Local Network for the twelve
months of the same calendar year.

(6)   The pre-1997 Pool PTF Rate shall be determined in accordance with the
following formula:
      R =  ATRR
             12CP

and the post-1996 Pool PTF Rate shall be determined in accordance with the
following formula:
      R* =   ATRR*
             12CP

in which
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 199


      R =    the pre-1997 Pool PTF Rate

      R* = the post-1996 Pool PTF Rate

      ATRR = the aggregate of the Annual Transmission Revenue Requirements of
             the Participants with respect to PTF placed in service before
             January 1, 1997, as determined in accordance with Attachment F to
             this Tariff.

      ATRR* =the aggregate of the Annual Transmission Revenue Requirements of
             the Participants with respect to PTF placed in service on or after
             January 1, 1997, including upgrades, modifications or additions to
             PTF placed in service before January 1, 1997, as determined in
             accordance with Attachment F to this Tariff.

      12CP = the average of the sum of the Monthly Peaks for all Local
             Networks, as adjusted each month for NEPOOL losses, of all
             Participants and any other entities serving load in the NEPOOL
             Control Area for the twelve months of the calendar year on which
             the rate is based.


(7)   As used in this Schedule, "Monthly Peak" and "Monthly Network Load" each
has the meaning specified in Section 46.1 of this Tariff.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 200



(8)   The individual Participant RNS Rates for the period starting the First
Effective Date and ending May 31, 1997 are as follows:
      Bangor Hydro-Electric Company -              $0.70
      Boston Edison Company -                      $0.92
      Central Maine Power Company -                $1.06
      Commonwealth Energy System Companies -       $0.85
      Eastern Utility Associates Companies -       $0.73
      New England Electric System Companies -      $1.30
      Northeast Utilities Companies -              $0.83
      The United Illuminating Company -            $1.30
      Vermont Utilities -                          $1.30
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 201




SCHEDULE 10

                                       Tie Benefit Service


(1) A Transmission Customer shall pay to NEPOOL for each month for Tie Benefit
Service received by it in accordance with the following formula:
      A =    1/12 (T {.} K)
      in which:
      A =    the amount to be paid for each Kilowatt of Tie Benefit Service
             received in the form of a reduction of is Installed Capability
             Responsibility
      T =    $10 per Kilowatt of Tie Benefit Service received per year in Years
             One to Five, inclusive, $4 per Kilowatt per year in Years Six and
             Seven, $3 per Kilowatt per year in Years Eight and Nine and $2 per
             Kilowatt per year in Year Ten.
      K =    the number of Kilowatts of Tie Benefit Service received for the
             month, as determined in accordance with the definition of Tie
             Benefit Service.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 202




SCHEDULE 11

Transition Payments


      Transition Payments shall be made to NEPOOL by the Participants and Non-
Participants identified below, and distributed by NEPOOL to the other
Participants and Non-Participants identified below, in Years One through Five
in accordance with the following schedule in which amounts in parentheses
represent amounts to be paid and amounts not in parentheses represent
amounts to be received:
<TABLE>
<CAPTION>
Participant                                                                    Year
<S>                             <C>                 <C>                 <C>                 <C>                 <C>
                                        1                   2                   3                   4                   5
Boston Edison Co.                  (3,443,885)           417,243             616,469             205,412           (1,077,181)
Braintree                           1,020,402            938,182             831,463             785,709             807,504
Hingham                              410,141             373,626             326,838             304,136             308,166
Hull                                 103,450              93,434             80,725              74,009              73,955
Reading                              956,845             870,604             760,262             706,005             714,008
Bangor Hydro Electric               (94,438)             276,487             640,654             998,062            1,348,711
Commonwealth Energy Systems*        (84,677)             233,062             336,257             387,867             328,635
Central Maine Power                (1,433,565)         (1,566,123)         (1,724,110)         (1,645,295)         (1,425,034)
Eastern Utilities Associates       (1,139,630)          (783,772)           (516,831)           (339,100)           (250,873)
Middleborough                        236,313             192,475             160,926             141,715             134,886
Pascoag, RI                           1,753               (134)              (2,257)             (4,614)             (7,206)
Taunton                             1,096,571            883,844             727,389             627,419             584,151
MMWEC                               (51,058)            (163,395)           (214,594)           (204,655)           (133,578)
NEES                                 942,957            (723,648)           (249,193)            449,642            1,110,333
Ashburnham                            4,210              (8,243)            (17,386)            (22,235)            (22,938)
Boylston                              3,359              (8,907)            (18,039)            (23,093)            (24,209)
Danvers                              68,190             (104,164)           (231,141)           (299,188)           (310,331)
Georgetown                            8,957               9,274               8,148               6,894               5,001
Groton, MA                           13,223              13,049              10,988               8,695               5,526
Holden                               40,054              37,205              30,347              22,730              13,086
Hudson                               294,832             131,554              9,550             (58,690)            (75,033)
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 203



Ipswich                              155,236             157,925             157,349             156,698             154,730
Littleton, MA                       (41,619)            (123,586)           (181,003)           (206,821)           (202,092)
Mansfield                            83,470              77,447              63,257              47,493              27,587
Marblehead                           69,445              18,704             (18,140)            (36,987)            (38,448)
Middleton                            15,307             (26,596)            (57,548)            (74,267)            (77,246)
N. Attleboro                         59,523              60,759              53,871              46,204              34,896
Paxton                                1,842               1,029               (619)              (2,450)             (4,717)
Peabody                              763,038             546,382             388,484             306,730             298,522
Princeton                             3,434               3,944               3,920               3,891               3,652
Rowley                                6,209               7,188               7,141               7,085               6,624
Shrewsbury                           262,173             131,511             36,784             (11,421)            (14,688)
Sterling                             18,890               (865)             (15,473)            (23,392)            (24,853)
Templeton                            37,443                848              (25,981)            (40,137)            (42,055)
Wakefield                           (11,102)            (12,875)            (21,357)            (30,787)            (43,409)
W. Boylston                          24,941              (6,095)            (29,080)            (41,596)            (44,005)
Fitchburg Gas & Elec.                375,848             155,996               314              (72,632)            (65,615)
Northeast Utilities                (2,147,194)         (4,246,007)         (3,156,015)         (3,749,172)         (4,027,256)
Chicopee                             65,354              203,640             351,337             489,743             625,658
CMEEC                                186,502             863,628            1,590,007           2,281,934           2,969,848
Holyoke                              730,430             584,044             504,066             465,151             474,860
S. Hadley                            18,996              57,171              97,633              134,443             169,760
Westfield                            43,648              133,654             229,422             317,877             403,772
Unitil                               107,179            (29,883)            (100,997)           (206,816)           (303,049)
United Illuminating                  305,628             416,950           (1,229,622)         (1,431,871)         (1,586,875)
VELCO                                112,518             257,844             290,997             233,229             76,264
Maine Public Serv.**                (157,290)           (157,290)           (157,290)           (157,290)           (157,290)
Great Bay***                        (43,856)            (187,117)           (347,921)           (526,268)           (722,156)
                       Total            0                   0                   0                   0                   0
</TABLE>

*     Includes Canal Electric Company, Cambridge Electric Light Company and
      Commonwealth Electric Company.

**    Reflects return of Tie Benefit payments made as part of Transition
      Payments.

***   Reflects return of Regional Network Service payments made as transmission
      support payments.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 204




         Page 1 of 5
                                            ATTACHMENT A


Form of Service Agreement for
Through or Out Service or Other Point-To-Point
Transmission Service


1.0   This Service Agreement, dated as of             , is entered into, by and
      between the NEPOOL Participants acting through ____________________ (the
      "System Operator") and              ("Transmission Customer").

2.0   The Transmission Customer has been determined by the System Operator to
      have a Completed Application for Firm Transmission Service under this
      Tariff.

3.0   If required, the Transmission Customer has provided to the System
      Operator  an Application deposit in the amount of $          , in
      accordance with the provisions of this Tariff.

4.0   Service under this Service Agreement shall commence on the later of (1)
      , or (2) the date on which construction of any Direct Assignment
      Facilities and/or facility additions of upgrades are completed, or (3)
      such other date as it is permitted to become effective by the Commission.
      Service under this Service Agreement shall terminate on            . [The
      Service Agreement may be a blanket agreement for non-firm service.]

5.0   The Participants agree to provide, and the Transmission Customer agrees
      to take and pay for, Transmission Service in accordance with the
      provisions of the Tariff and this Service Agreement.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 205



         Page 2 of 5

6.0   Any notice or request made to or by either party regarding this Service
      Agreement shall be made to the representative of the other party as
      indicated below.



      NEPOOL Participants:

             New England Power Pool
             One Sullivan Road
             Holyoke, MA 01040-2841


      Transmission Customer:

             ___________________________________________

             ___________________________________________

             ___________________________________________


7.0   The Tariff is incorporated in this Service Agreement and made a part
      hereof.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 206




         Page 3 of 5

IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be
executed by their respective authorized officials.


NEPOOL Participants:
By [System Operator]


By:_____________________________    _____________
   Name                     Title          Date



      Transmission Customer:


By:_____________________________    _____________
   Name                     Title          Date
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 207



         Page 4 of 5

                         Specifications For Through or Out Service or Other
Firm Point-To-Point Transmission Service


1.0   Term of Transaction: ________________________________

      Start Date: _________________________________________

      Termination Date: ___________________________________

2.0   Description of capacity and energy to be transmitted by Participants
      including the electric Control Area in which the transaction originates.

      ______________________________________________________

3.0   Point(s) of Receipt:__________________________________

      Delivering party:_____________________________________

4.0   Point(s) of delivery:_________________________________

      Receiving party:______________________________________

5.0   Maximum amount of capacity and energy to be transmitted (Reserved
      Capacity):___________________________________

6.0   Designation of party(ies) or other entity(ies) subject to reciprocal
      service obligation:_________________________
      _______________________________________________________
      _______________________________________________________
      _______________________________________________________

7.0   Name(s) of any intervening systems providing transmission
      service:__________________________________________________
      __________________________________________________________
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 208




         Page 5 of 5

8.0   Service under this Service Agreement may be subject to some combination
      of the charges detailed below.  (The appropriate charges for individual
      transactions will be determined in accordance with the terms and
      conditions of this Tariff.)

      8.1    Transmission Charge:______________________________
             __________________________________________________

      8.2    System Impact Study and/or Facilities Study Charge(s):
             __________________________________________________
             __________________________________________________

      8.3    Direct Assignment Facilities Charge:______________
             __________________________________________________

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 209



                                            ATTACHMENT B


Form Of Service Agreement For Regional
Network Service, including
Network Integration Transmission Service


1.0   This Service Agreement, dated as of ______________, is entered into, by
      and between the NEPOOL Participants acting through
      ___________________________ (the "System Operator"), and ____________
      ("Transmission Customer").

2.0   The Transmission Customer has been determined by the System Operator to
      be a Transmission Customer under the Tariff and has requested Regional
      Network Service under the Tariff.

3.0   Regional Network Service (including, if requested, Network Integration
      Transmission Service) under this Agreement shall be provided by the
      NEPOOL Participants upon request by an authorized representative of the
      Transmission Customer.

4.0   The Transmission Customer agrees to supply information the System
      Operator deem reasonably necessary in accordance with Good Utility
      Practice in order for it to provide the requested service.

5.0   The Participants agree to provide and the Transmission Customer agrees to
      take and pay for Regional Network Service in accordance with the
      provisions of the Tariff and this Service Agreement.

6.0   Any notice or request made to or by either party regarding this Service
      Agreement shall be made to the representative of the other party as
      indicated below.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 210



      NEPOOL Participants:

        New England Power Pool

        One Sullivan Road

        Holyoke, MA 01040-2841


      Transmission Customer:








7.0   The Tariff is incorporated herein and made a part hereof.


IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be
executed by their respective authorized officials.


Transmission Customer:


By:_______________________________________________
   Name                             Title                 Date

NEPOOL Participants:
By: [System Operator]


By:_______________________________________________
   Name                             Title                 Date
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 211




                                            ATTACHMENT C


                       Methodology To Assess Available Transmission Capability


Available Transmission Capability (ATC) will be assessed based on industry-
accepted standards; currently, ATC will be established by reducing the
determined Total Transfer Capability (TTC) by the Transmission Reliability
Margin (TRM) and by transmission commitments.

Total Transfer Capability (TTC) is the determined amount of electric power that
can be reliably transferred over the network consistent with the following:

o Good utility practice

o NERC standards, guides, and procedures;

o NPCC criteria and guidelines;

o New England criteria, rules, procedures, and reliability standards;

o Applicable guides, standards, and criteria of the affected Transmission
      Owner(s), whether Participant or Non-Participant;

o Other applicable guidelines and standards which may need to be
      established from time to time.

As such, TTC will be determined at a level which maintains all of the
following:

o All equipment within its applicable capabilities;

o Voltages and reactive reserves within acceptable levels;

o Stability maintained with adequate levels of damping;
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 212




o Frequency (Hz) within acceptable levels.

TTC will be evaluated using appropriate and suitable tools, data, and
information, considering the physical impacts of electric power transfers on
the interconnected transmission network.  It will reflect anticipated system
conditions and equipment status to the degree practicable.

The Transmission Reliability Margin (TRM) will be established at a level which
incorporates the uncertainties and continued variability of system conditions
and the practical limitations of system control.

Transmission commitments include existing and pending requests for transmission
service and obligations of other existing contracts under which transmission
service is provided.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 213



                                            ATTACHMENT D


                          Methodology for Completing a System Impact Study


The system impact study will be performed to evaluate the impact of the
requested service on the reliability and operating characteristics of the bulk
power system, consistent with:

o Good utility practice

o NERC standards, guides, and procedures;

o NPCC criteria and guidelines;

o New England criteria, rules, procedures, and reliability standards;

o Applicable guides, standards, and criteria of the impacted Transmission
      Owner(s), whether Participant or Non-Participant;

o Other applicable guidelines and standards which may need to be
      established from time to time.

As such, the study will examine the impact on the New England regional bulk
power system and its component systems and neighboring and external systems.
Consistent with the aforementioned, the ability to operate the system subject
to the following will be considered:

o All equipment within its applicable capabilities;

o Voltages and reactive reserves within acceptable levels;

o Stability maintained with adequate levels of damping;

o Frequency (Hz) within acceptable levels.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 214




The study will consider the reliability requirements to meet existing and
pending obligations of the Participants and the obligations of the impacted
Transmission Owner(s).

The study will be performed using appropriate and suitable analysis tools and
modeling data consistent with the nature and duration of the requested service.
It is expected that the Eligible Customer will provide the information as
prescribed in Exhibit 1 of Attachment I, and such other information as may be
reasonably required and associated with the requested service and necessary for
its study.  It is also recognized that it may be determined that additional or
specialized analysis tools or computer software are necessary for the study.
The responsibility for the provision of these items will be subject to the
System Impact Study Agreement.

The study will identify if the requested service or a portion of it can be
provided without adverse impact on the reliability and operating
characteristics of the system.  The study will also identify if it appears that
modification of the system is necessary to provide the service.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 215



                                            ATTACHMENT E


                                           Local Networks


      The Local Networks, as of the effective date of this Tariff, are those of
the following:

      1.     Bangor Hydro-Electric Company

      2.     Boston Edison Company

      3.     Central Maine Power Company

      4.     the Commonwealth Energy System companies

      5.     the Eastern Utility Associates companies

      6.     the New England Electric System companies

      7.     the Northeast Utilities companies

      8.     The United Illuminating Company

      9.     Vermont Electric Power Company and the entities which are grouped
             with it as a single Participant.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 216



ATTACHMENT F


Annual Transmission Revenue Requirements


      The Transmission Revenue Requirements for each Participant will reflect
the Participants' costs for Pool Transmission Facilities (PTF).  The
Transmission Revenue Requirements will be an annual calculation based on the
previous calendar year's data as shown, in the case of Transmission Providers
which are subject to the Commission's jurisdiction, in the Participants' FERC
Form 1 report for that year, and shall be based on actual data in lieu of
allocated data if specifically identified in the Form 1 report, as set forth
below:

I.    The Transmission Revenue Requirement shall equal the sum of the
      Transmission Provider's (A) Return and Associated Income Taxes, (B)
      Transmission Depreciation Expense, (C) Transmission Related Amortization
      of Loss on Reacquired Debt, (D) Transmission Related Amortization of
      Investment Tax Credits, (E) Transmission Related Municipal Tax Expense,
      (F) Transmission Operation and Maintenance Expense, (G) Transmission
      Related Administrative and General Expense, (H) Transmission Related
      Integrated Facilities Credit, minus (I) Transmission Support Revenue,
      plus (J) Transmission Support Expense, plus (K) Transmission Related
      Expense from Generators.

      A.     Return and Associated Income Taxes shall equal the product of the
             Transmission Investment Base and the Cost of Capital Rate.

             1.      Transmission Investment Base

                     The Transmission Investment Base will be (a) PTF
                     Transmission Plant, plus (b) Transmission Related General
                     Plant, plus (c) Transmission Plant Held for Future Use,
                     less (d) Transmission Related Depreciation Reserve,
                     less (e) Transmission Related
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 217




                     Accumulated Deferred Taxes, plus (f) Transmission Related
                     Loss on Reacquired Debt, plus (g) Other Regulatory Assets,
                     plus (h) Transmission Prepayments, plus (i) Transmission
                     Materials and Supplies, plus (j) Transmission Related Cash
                     Working Capital.

                     (a)    PTF Transmission Plant will equal the balance of
                            the Transmission Provider's PTF Investment in
                            Transmission Plant excluding the Transmission
                            Provider's capital leases in the Hydro-Quebec DC
                            facilities (HQ leases).

                     (b)    Transmission Related General Plant shall equal the
                            Transmission Provider's balance of investment in
                            General Plant multiplied by the ratio of
                            Transmission related direct Wages and Salaries
                            including those of the affiliated Companies to the
                            Transmission Provider's total direct Wages and
                            Salaries including those of the affiliated
                            Companies and excluding Administrative and General
                            Wages and Salaries (Transmission Wages and Salaries
                            Allocation Factor), multiplied by the ratio of PTF
                            Transmission Plant to Total Investment in
                            Transmission Plant excluding HQ leases (PTF
                            Transmission Plant Allocation Factor).

                     (c)    Transmission Plant Held for Future Use shall equal
                            the balance of Transmission investment in FERC
                            Account 105 multiplied by the PTF Transmission
                            Plant Allocation Factor.

                     (d)    Transmission Related Depreciation Reserve shall
                            equal the balance of Total Transmission
                            Depreciation Reserve, plus the monthly balance of
                            Transmission Related General Plant Depreciation
                            Reserve.  Transmission Related General Plant
                            Depreciation Reserve shall equal the product of
                            General Plant Depreciation
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 218




                            Reserve and the Transmission Wages and Salaries
                            Allocation Factor described in Section (I)(A)(1)(b)
                            above.  This sum shall be multiplied by the PTF
                            Transmission Plant Allocation Factor, described in
                            Section (I)(A)(1)(b) above.

                     (e)    Transmission Related Accumulated Deferred Taxes
                            shall equal the Transmission Provider's balance of
                            Total Accumulated Deferred Income Taxes, multiplied
                            by the ratio of Total Investment in Transmission
                            Plant excluding HQ leases to Total Plant in service
                            excluding General Plant and HQ Leases (Plant
                            Allocation Factor), further multiplied by the PTF
                            Transmission Plant Allocation Factor described in
                            Section (I)(A)(1)(b) above.

                     (f)    Transmission Related Loss on Reacquired Debt shall
                            equal the Transmission Provider's balance of Total
                            Loss on Reacquired Debt multiplied by the Plant
                            Allocation Factor as described in Section
                            (I)(A)(1)(e) above, further multiplied by the PTF
                            Transmission Plant Allocation Factor described in
                            Section (I)(A)(1)(b) above.

                     (g)    Other Regulatory Assets shall equal the
                            Transmission Provider's balance of any deferred
                            rate recovery FAS 106 expenses multiplied
                            by the Transmission Wages and Salaries Allocation
                            Factor described in Section (I)(A)(1)(b), plus the
                            Transmission Provider's year end balance of FAS 109
                            multiplied by the Plant Allocation Factor described
                            in Section (I)(A)(1)(e) above.  This sum shall be
                            multiplied by the PTF Transmission Plant Allocation
                            Factor, described in Section (I)(A)(1)(b) above.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 219




                     (h)    Transmission Prepayments shall equal the
                            Transmission Provider's balance of prepayments
                            multiplied by the Wages and Salaries allocator
                            described in Section (I)(A)(1)(b) and further
                            multiplied by the PTF Transmission Plant Allocation
                            Factor described in Section (I)(A)(1)(b) above.

                     (i)    Transmission Materials and Supplies shall equal the
                            Transmission Provider's balance of Transmission
                            Plant Materials and Supplies, multiplied by the PTF
                            Transmission Plant Allocation Factor described in
                            Section I(A)(1)(b) above.

                     (j)    Transmission Related Cash Working Capital shall be
                            a 12.5% allowance (45 days/360 days) of
                            Transmission Operation and Maintenance Expense and
                            Transmission Related Administrative and General
                            Expense.

             2.      Cost of Capital Rate

                     The Cost of Capital Rate will equal (a) the Transmission
                     Provider's Weighted Cost of Capital, plus (b) Federal
                     Income Tax plus (c) State Income Tax.

                     (a)    The Weighted Cost of Capital will be calculated
                            based upon the capital structure at the end of each
                            year and will equal the sum of:


                            (i)    the long-term debt component, which equals
                                   the product of the actual weighted average
                                   embedded cost to maturity of the Transmission
                                   Provider's long-term debt then outstanding
                                   and the ratio that long-term debt is to the
                                   Transmission Provider's total capital.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 220




                            (ii)   the preferred stock component, which equals
                                   the product of the actual weighted average
                                   embedded cost to maturity of the Transmission
                                   Provider's preferred stock then outstanding
                                   and the ratio that preferred stock is to the
                                   Transmission Provider's total capital.

                         (iii)     the return on equity component, which equals
                                   the product of the Transmission Provider's
                                   Return on Equity as set in the Provider's LNS
                                   open access tariff rate and the ratio that
                                   common equity is to the Transmission
                                   Provider's total capital.

                     (b)    Federal Income Tax shall equal

                              A x FT
                              ------
                              1 - FT

                              Where FT is the Federal Income Tax Rate and A is
                              the sum of the preferred stock component and the
                              return on equity component, as determined in
                              Section (I)(A)(2)(a)(ii) and Section
                              (I)(A)(2)(a)(iii) above.

                     (c)    State Income Tax shall equal

                            (A + Federal Income Tax) x ST
                            ------------------------------
                              1 - ST

                              where ST is the State Income Tax Rate, A is the
                              sum of the preferred stock component and the
                              return on equity component determined in Section
                              (I)(A)(2)(a)(ii) and Section (I)(A)(2)(a)(iii)
                              above, and Federal Income Tax is the rate
                              determined in Section (I)(A)(2)(b) above.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 221



      B.     Transmission Depreciation Expense shall equal the PTF Transmission
             Plant Allocation Factor described in Section (I)(A)(1)(b) above,
             multiplied by the sum of Depreciation Expense for Transmission
             Plant, plus an allocation of General Plant Depreciation Expense
             calculated by multiplying General Plant Depreciation Expense by
             the Wages and Salaries Allocation Factor, described in Section
             (I)(A)(1)(b) above.

      C.     Transmission Related Amortization of Loss on Reacquired Debt shall
             equal the Transmission Provider's Amortization of Loss on
             Reacquired Debt multiplied by the Plant Allocation Factor as
             described in Section (I)(A)(1)(e) above, and further multiplied by
             the PTF Transmission Plant Allocation Factor described in Section
             (I)(A)(1)(b) above.

      D.     Transmission Related Amortization of Investment Tax Credits shall
             equal the Transmission Provider's Amortization of Investment Tax
             Credits multiplied by the Plant Allocation Factor described in
             Section (I)(A)(1)(e) above, and further multiplied by the PTF
             Transmission Plant Allocation Factor described in Section
             (I)(A)(1)(b) above.

      E.     Transmission Related Municipal Tax Expense shall equal the
             Transmission Provider's total municipal tax expense multiplied by
             the Plant Allocation Factor described in Section (I)(A)(1)(e)
             above, and further multiplied by the PTF Transmission Plant
             Allocation Factor described in Section (I)(A)(1)(b) above.

      F.     Transmission Operation and Maintenance Expense shall equal all
             expenses charged to FERC Account Numbers 560 through 573,
             excluding those expenses in Account Number 565, multiplied by the
             PTF Transmission Plant Allocation Factor described in Section
             (I)(A)(1)(b) above.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 222



      G.     Transmission Related Administrative and General Expenses shall
             equal the Transmission Provider's Administrative and General
             Expenses, plus Payroll Taxes, multiplied by the Wages and Salaries
             Allocation Factor described in Section (I)(A)(1)(b) above, further
             multiplied by the PTF Transmission Plant Allocation Factor
             described in Section (I)(A)(1)(b) above.

      H.     Transmission Related Integrated Facilities Credit shall equal the
             Transmission Provider's transmission payments to affiliates for
             use of the integrated transmission facilities of those affiliates.

      I.     Transmission Support Revenue shall equal Transmission Provider's
             revenue received for PTF transmission support.

      J.     Transmission Support Expense shall equal Transmission Provider's
             expenses paid for PTF transmission support.

      K.     Transmission Related Expense from Generators as may be determined
             by the Management Committee.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 223



ATTACHMENT G

List Of Excepted Transaction Agreements

The lists which follow have been prepared by the individual Participants whose
names appear at the head of each list, and have not been checked or approved by
any other Participants.

Central Maine Power Company ("CMP")

                                                              Parties to the
                                                                 Agreement

             Arrangement                                  CMP and:

Firm Wheeling
      Expense
             PSNH Wheeling for Bolt Hill                  NU
      Revenue
             Unitil Wheeling of BHE QFs                   Unitil
             Madison Electric Works                       NU/MEW

Support Payments
      Expense
             HQ Phase II AC Facilities                    BECO
             HQ Phase II AC Facilities                    NEP
             HQ Phase I                                   NEETCO
             HQ Phase I                                   VETCO
             HQ Phase II                                  NEH-TEL CO INC.
             HQ Phase II                                  NEH-T CORP (NHH)
             Orrington SS                                 MEPCO
             Millstone 3                                  NU
      Revenue
      WF Wyman #4:
             Section 386 (345 kV)                        Joint Owners
             Section 164-167 (115 kV)                    Joint Owners
      Maine Yankee (115 kV)                              Joint Owners
      Section 214 (115 kV tie to N.H.)                   NU
      Section 375 (345 kV Buxton to M.Y.)                MEPCO
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 224

Bundled Requirements Sales
      Houlton Wtr Co. Pwr Sales Agreement                HWC
      Fox Island Electric Coop
      Kennebunk Light and Power                          KPL


Commonwealth Energy System

SUPPORT ARRANGEMENTS

Canal 1 Transmission Agreement
Description: Agreement to provide for transmission of electricity from Canal 1
to the transmission system of the unit power purchasers.
Parties to the Agreement: Boston Edison, Montaup, NEP, Cambridge, Commonwealth
Effective Date: 7/1/68

Canal 2 Transmission Support Agreement
Description: Agreement to support transmission facilities required for Canal 2
and Pilgrim 2.
Parties to the Agreement: Commonwealth, Boston Edison, Montaup
Effective Date: 5/1/75

324 Line (Canal to Pilgrim Stabilizer Line) & 355 Line (Pilgrim to Walpole)
Description: Agreement to support transmission facilities from Canal and
Pilgrim.
Parties to the Agreement: Commonwealth, Boston Edison, Montaup, NEP
Effective Date: 3/29/68

Seabrook Transmission Support Agreement
Description: Agreement to support three 345 KV transmission lines from Seabrook
Parties to the Agreement: Joint Owners
Effective Date: 5/1/73
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 225


Wyman 4 Transmission Agreement (Support)
Description: Agreement to support 345 kV and 115kV transmission facilities from
the unit.
Parties to the Agreement: Central Maine Power, Joint Owners (Commonwealth).
Effective Date: 11/74

Bell Rock Switching Station Support Agreement
Description: Agreement to support 115 KV switching station.
Parties to the Agreement: Commonwealth, Montaup
Effective Date: 1/15/73

Joint Ownership Agreement (336 Line)
Description: Agreement to purchase 20% interest in section of the 336 line.
Parties to the Agreement: Commonwealth, Boston Edison
Effective Date: 1/2/68

Participation Agreement (Maine-New Brunswick interconnection)
Description: Agreement to support the construction and maintenance of a 345 KV
of the portion of an interconnection between a substation in Wiscasset, ME and
a substation in New Brunswick.
Parties to the Agreement: Maine Electric Power and Participants
Effective Date: 5/69

Station 402 Agreement
Description: Agreement to support a 115 KV step down station.
Parties to the Agreement: Cambridge, Boston Edison
Effective Date: 10/1/65

Station 509 Agreement
Description: Agreement to support 345/115 KV station.
Parties to the Agreement: Cambridge, Boston Edison
Effective Date: 1/1/75
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 226


Hydro Quebec Support Agreements

Phase II Maine Electric Power SVC Facilities Support Agreement
Description: Agreement to support reinforcements to the MEP AC transmission
system.  N.H. Hydro proposes to amend the N.H. Transmission Facilities Support
Agreement to include costs incurred under this Agreement.
Parties to the Agreement: Agreement is between Maine Electric Power and N.H.
Hydro
Effective Date: 10/1/88

New England Power AC Facilities Support Agreement
Description: Agreement covers improvements and reinforcements to NEP's AC
transmission system necessitated by the HQ phase II interconnection agreement.
Parties to the Agreement: NEP and Supporters
Effective Date: 6/1/85

Boston Edison AC Facilities Support Agreement
Description: Agreement covers improvements and reinforcements to BECo's AC
transmission system necessitated by the HQ phase II interconnection agreement.
Parties to the Agreement: Boston Edison and Supporters
Effective Date: 6/1/85

LONG TERM WHEELING

Agreement for Transfer of Electricity (Canal 1)
Description: Agreement for transfer of energy and capacity from Canal unit 1 to
Cambridge Electric across the BECo system.
Parties to the Agreement: Cambridge, Boston Edison
Effective Date: 7/1/68

Boott Hydro Wheeling
Description: Agreement to wheel power from Boot Hydro (20 MW) to Commonwealth
under NEP Tariff No. 3.
Parties to the Agreement: Commonwealth, NEP
Effective Date: 11/21/85
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 227


Collins Hydro Wheeling
Description: Agreement to wheel power (1.2 MW) from Collins Hydro to
Commonwealth under NEP Tariff No. 3.
Parties to the Agreement: Commonwealth, NEP
Effective Date: 12/31/84

Ware Hydro Wheeling
Description:  Agreement to wheel power from Ware Hydro to Commonwealth under
NEP Tariff No. 3.
Parties to the Agreement: Commonwealth, NEP
Effective Date: 2/1/84

Chicopee Hydro Wheeling
Description: Agreement to wheel power (2 MW) from Chicopee Hydro to
Commonwealth
Parties to the Agreement: Commonwealth, Northeast Utilities
Effective Date: 5/1/95

Altresco Wheeling
Description: Wheeling charge for 30 MW entitlement
Parties to the Agreement: Cambridge, Altresco
Effective Date: 9/1/93

Altresco Wheeling
Description: Wheeling charge for 30 MW entitlement
Parties to the Agreement: Commonwealth, Altresco
Effective Date: 9/1/93

Masspower 1 Wheeling
Description: Wheeling charge for 30 MW entitlement
Parties to the Agreement: Commonwealth, Massachusetts
Effective Date: 7/31/93

Masspower 2 Wheeling
Description: Wheeling charge for 30 MW entitlement
Parties to the Agreement: Commonwealth, Masspower
Effective Date: 7/31/93
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 228
                                                 (As corrected)


Northeast Energy Associates Wheeling
Description: Wheeling of 53 MW entitlement
Parties to the Agreement: Commonwealth, Northeast Energy Associates
Effective Date: 10/1/91


                              Fitchburg Gas and Electric Light Co.

NU (Linweave)
      a.     Western Mass Electric  Description - Transmission service from
                                    Holyoke Water Power to NEP system
                                    End Term - 10/31/2012
                                    Capacity - 3MW

      b.     Holyoke Water Power    Description - Distribution Agreement
                                    End Term - 10/31/2012
                                    Capacity - 3MW

Support Agreements                  CMP-Wyman #4 transmission support
                                    agreements
                                    NU-Millstone 3 transmission
                                    support agreements
                                    Various-HO Phase 1 support
                                    agreements
                                    Various-HO Phase 2 support
                                    agreements

                        Unitil Power Corp.

Central Maine Power Co.             Description
                                    - Perc and BHE system energy
                                    delivered to the BHE/CMP
                                    border by BHE at no
                                    additional charge
                                    End Term/Capacity - 25MW
                                    ending 07/01/1997,
                                    24.27MW ending 10/31/2001,
                                    20.3MW ending 08/15/2002,
                                    and 4MW ending 02/28/2003

NEP (Maine Yankee)                  Description
                                    - UPC reimburses NEP for
                                    Maine Yankee transmission
                                    to the NEP/PSNH border.
                                    End Term - October 31, 2005
                                    Capacity - 2MW
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 229


               NEPOOL               Open Access Transmission Tariff
                                    Original Sheet No. 228
                                    (As corrected)


NEP (Ocean States                   Description
      Power 1 & 2)                  - Service under FERC Electric Tariff
                                    no. 3 Delivery made from NEP system
                                    to the PSNH border
                                    End Term - October 31, 2010
                                    Capacity - 22.5 MW

NEP (Salem Harbor 3)                Description - Article VIII of the
                                    contract
                                    - Service under FERC
                                    Electric Tariff no. 3.
                                    Delivery made from NEP
                                    system to the PSNH border
                                    End Term - October 31, 2010
                                    Capacity - 9.8 MW

UI Bridgeport Harbor 3              Description - Reimburse UI for delivery
                                    subject to terms/conditions of Corridor &
                                    Non-Firm outflow agreements UI-NU in
                                    9/11/92 letter
                                    End Term - 10/31/2005
                                    Capacity - 15MW

Support Agreements                  Description - Various HQ Phase II support
                                    agreements


                            NEW ENGLAND POWER COMPANY AND ITS AFFILIATES

A.    Wheeling Agreements

      The following NEP Long Term Point-to-Point transmission services will be
      grandfathered at a fixed rate of $17.00/kW-yr.  Distribution and
      transformation rates, when applicable, will be subject to NEP's
      applicable point-to-point tariffs.

<TABLE>
<CAPTION>
PURCHASER                                                  AMOUNT            DATE OF
AGREEMENT                 PURCHASE                            KW             SERVICE
<S>                       <C>                             <C>             <C>  
Boston Edison             L'Energia                        65,048          7/9/96

Braintree                 NEP System                        2,000          7/9/96
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 230



Commonwealth Electric     Boott Hydro                      20,000          7/9/96
                          Collins Dam                       1,500          7/9/96
                          Ware Hydro                        1,200          7/9/96

Hingham                   NEP Manchester St                 1,446          7/9/96
                          NEP Bear Swamp                      502          7/9/96

Hull                      Refuse Fuels                        341          7/9/96

Montaup                   McNeil Burlington (thru)          8,000          7/9/96

Taunton                   NEP System                       10,000          7/9/96

Unitil                    Ocean State I & II               22,500*         7/9/96
                          Salem Harbor                      9,800*         7/9/96

</TABLE>
                     * Amounts change with seasonal unit ratings.


B.      Transmission of Maine Yankee and Pool-Planned unit sales by NEP to
        Unitil will continue under its term, unless otherwise terminated by
        parties.

C.      Support Agreements for PTF Facilities

1.      Transmission Support Agreements to facilitate interconnection of Pool
        Planned Units.  (Multi party agreements)

  *     Millstone 3 dated 8/9/74.

  *     Wyman 4 dated 11/1/74.

  *     Seabrook

        a)     PSNH ac reinforcements dated 5/1/73.

        b      NEP's Tewksbury/Amesbury line, multi parties dated 5/1/73.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 231




2.      Canal Transmission Agreement/Medway line, NEP/BECO/EUA/CE, Letter
        Agreement dated 3/29/68 with amendment dated 1/5/73.


3.      Second Canal Circuit dated 11/4/74.


4.      PTF support agreements with Boston Edison Company.

        ->     342 stabilizer line dated 3/29/68 with amendment dated 1/5/73.

        ->     Canal/Medway dated 12/1/65, amended 2/18/66 with supplemental
               agreement dated 4/9/79.

        ->     West Medway ACB dated 1/31/69.

        ->     201/502 interconnection, Letter Agreement dated 5/11/79.

        ->     Golden Hills/Mystic
               This is a two-way agreement dated 5/25/88 with amendment dated
               2/1/95.

        ->     Enron Interconnection Upgrades dated 6/27/95.
               NEP pays BE for upgrades required at Medway due to
               interconnection of the Milford Plant.

        ->     NEP/BECO Sandy Pond/Tewksbury/Woburn line support, Letter
               Agreement dated 7/18/73.

        ->     NEP/BECO M-139 line support dated 11/12/85, amended 3/1/95.

        ->     NEP/BECO N-140 line support dated 11/12/85, amended 3/1/95.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 232




5.      All PTF related Hydro Quebec agreements.  (See attached Exhibit 1 for a
        list of all Hydro Quebec related agreements.)

  Ongoing support of AC reinforcement of NEP transmission.


6.      Agreements with EUA companies.

  ->    W. Farnum relays dated 2/17/95, BVE/NE.

  ->    April 30, 1979 Letter Agreement between EUA and NEPSCO which outlined
        the basis for the next two agreements and other anticipated
        transmission additions to accommodate Charlestown generation.

  ->    345 kV Northern RI transmission dated 7/15/73, amended 4/1/88, BVE/NE.

  ->    2nd transformer at West Farnum dated 8/1/81, BVE/NE.


7.      Support Agreements with Vermont companies.

  ->    NEP/VELCO F-206 line dated 4/5/74.

  ->    NEP/CVPS 186 line dated 8/1/67.


8.      Agreements with NU companies.

  ->    NEP/PSNH Q-195 Terminal support dated 12/22/58.

  ->    NEP/PSNH Y-151 agreement dated 6/26/45 and subsequently amended.

  ->    Tallman/Kaslow agreement and subsequent amendment.  This agreement
        intends to cover mutual use of interconnections between NEP and PSNH,
        dated 6/29/79 and amended 2/21/90.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 233



  ->    North/South Integration Agreement dated 2/24/90, and last amended in
        October 1996.

9.      NEP/MDC support agreement for D-156 and W-23 lines dated 8/31/95.

D.      Other Agreements Not Subject To The NEPOOL Agreement

  The above is a list of grandfathered facilities support and wheeling
  agreements over the PTF system to which NEP or its affiliated companies are a
  party.  This list does not include any agreement not related to rights across
  PTF such as study agreements, requirement contracts and tariffs, purchase and
  sales power contracts, water rights, right-of-way, pole or duct lease
  agreements, distribution wheeling or support agreements, stranded cost
  recovery agreements, metering agreements and services across non-PTF
  transmission system.  These agreements are not subject to the NEPOOL
  Agreement and continue per their own terms and conditions.  Furthermore, all
  Network Service Agreements under NEP's Open Access Tariff, as amended from
  time to time, and any agreements or arrangements between NEP and its
  affiliated companies are not subject to the NEPOOL Agreement and will
  continue per their terms as may be amended from time to time.

Northeast Utilities Service Company ("NUSCO")

<TABLE>
<CAPTION>
                                                                                                                       Effective
         Company             Service                                                              FERC                      Date
<S>                          <C>                                                           <C>                    <C>
CMEEC                        Comprehensive Transmission Service Agreement                         ER91-209-000    11/29/90
                                                                                                  ER93-297-000
Chicopee Muni.               Comprehensive Transmission Service Agreement                         ER85-689-000    11/1/95
                                                                                                  ER93-219-000
So. Hadley Elec.             Comprehensive Transmission Service Agreement                         EC-90-10-000    1/1/95
                                                                                                  ER85-689-000
                                                                                                  ER85-720-000
Westfield G&E                Comprehensive Transmission Service Agreement                          EC90-10-000    1/1/95
Unitil (Rate 158)            Comprehensive Transmission Service Agreement                          EL92-42-000    11/11/92
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 234



                             Point-to-Point Transmission Service Agreement                       ER94-1160-000    9/1/94
Madison Electric
NEP                          Point-to-Point Transmission Service Agreement                        ER93-403-000    4/1/93
SBNG
Holyoke G&E                  Point-to-Point Transmission Service Agreement                       ER95-1354-000    7/1/95
NYPA Power
CMP (Rate 104)               Point-to-Point Transmission Service Agreement                                        12/15/81
Bolt Hill Sub.
Commonwealth Elec.           Point-to-Point Transmission Service Agreement                         ER86-85-000    5/1/85
Swift River -Chicopee                                                                              ER86-79-001
Units 1&2
Groton Elec.                 Point-to-Point Transmission Service Agreement                         ER92-66-000    11/1/89
Glendale Hydro
UI                           Point-to-Point Transmission Service Agreement                         ER92-65-000    5/1/90
Corridor
Groton Elec.                 Point-to-Point Transmission Service Agreement                        ER92-458-000    4/1/92
Littleville Power -Texon                                                                           ER92-66-000
Hydro
                                                                                                  ER93-219-000
Fitchburg G&E                Point-to-Point Transmission Service Agreement                        ER94-559-000    1/1/95
Harris Hydro                                                                                      ER95-357-000
Masspower                    Point-to-Point Transmission Service Agreement                        ER94-902-000    7/31/93
                                                                                                  ER93-219-000
LILCO                        Point-to-Point Transmission Service Agreement                       ER94-1201-000    5/1/94
Altresco Pittsfield          Point-to-Point Transmission Service Agreement                        ER95-306-000    1/1/95
Limited
MMWEC                        Point-to-Point Transmission Service Agreement                        ER96-201-000    11/1/95
NYPA Power
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 235



                             Point-to-Point Transmission Service Agreement                        ER96-201-000    11/1/95
Pascoag Fire Dist.
NYPA Power
C.E. Pontook LP              Point-to-Point Transmission Service Agreement                                        7/26/85
Suncook Energy Corp.         Point-to-Point Transmission Service Agreement                       ER96-1277-000    4/8/96
Unitil Power Corporation     Point-to-Point Transmission Service Agreement                        ER93-219-000    12/19/88
Baystate State Gas                                                                                ER89-219-000
NUSCO                        Point-to-Point Transmission Service Agreement                       ER96-2338-000    10/1/96
Suffolk County, NY
NUSCO                        Point-to-Point Transmission Service Agreement                        ER83-358-000    12/1/81
MMWEC, Stonybrook                                                                                 ER93-219-000
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1088-000    6/1/94
Unitil: Norwalk 1&2
NUSCO                        Point-to-Point Transmission Service Agreement                        ER93-417-001    11/1/94
Fitchburg G&E: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1591-000    11/1/94
Reading Muni.: Slice of
System
NUSCO                        Point-to-Point Transmission Service Agreement                        ER93-901-000    11/1/93
Middleton Muni.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                        ER93-884-000    11/1/93
Georgetown Muni.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                         ER93-915-00    11/1/93
Princeton Muni.: Holyoke
Hydro
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 236



                             Point-to-Point Transmission Service Agreement                        ER93-913-000    11/1/93
NUSCO
VPPSA: System Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1211-000    5/1/94
Citizens Utilities:                                                                                EC90-10-007
System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1592-000    11/1/94
Holyoke G&E: System Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1207-000    11/1/94
Danvers Elec.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1207-000    11/1/94
Littleton Electric L&W:
System Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER94-1207-000    11/1/94
Mansfield Muni.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                        ER95-584-000    5/1/95
Sterling Muni.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER95-1137-000    6/1/95
Princeton Muni.: System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                       ER95-1461-000    8/1/95
Vermont Marble -System
Sale
NUSCO                        Point-to-Point Transmission Service Agreement                        ER96-160-000    11/1/95
Rowley Muni.: System Sale
Littleton - Light            Point-to-Point Transmission Service Agreement                                        10/30/91
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 237




Marlboro Hydro
Corp./Minnewawa
NEP                          Point-to-Point Transmission Service Agreement                                        12/6/91
Waste Management of
N.H./Turnkey
NEP                          Point-to-Point Transmission Service Agreement                        ER93-914-000    11/1/93
Slice of System                                                                                    ER95-41-000
CMEEC                        Point-to-Point Transmission Service Agreement                        ER93-663-000    6/15/93
Liquid Carbonic
Indus./Medical Corp.
Wallingford Elec.            Point-to-Point Transmission Service Agreement                        ER92-730-000    7/27/92
CT Steel
CMP                          Point-to-Point Transmission Service Agreement                         ER94-48-000    11/1/95
                                                                                                 ER95-1635-000
                                                                                                 ER95-1557-000
CMP                          Point-to-Point Transmission Service Agreement                         ER94-48-000    11/1/95
                                                                                                 ER95-1635-000
BECO                         Point-to-Point Transmission Service Agreement                         ER94-48-000    11/1/95
                                                                                                 ER95-1851-000
                                                                                                 ER96-3144-000
NUSCO                        Point-to-Point Transmission Service Agreement                         ER94-48-000    11/1/94
Unitil Power Corporation:                                                                        ER94-1581-000
Slice
Connecticut Yankee           Transmission Station Service (115 KV) Support Agreement
Millstone #3 Sharing         Transmission Support Agreement                                                       8/9/74
Agreement
345 KV Millstone -
Manchester
310 line
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 238



                             Transmission Support Agreement                                       ER93-891-000    11/1/93
UI
Derby Junction (5/1/61)
Old Town-Hawthorne
(11/1/73)
Pease Road (1/1/69)
Glen Lake (7/20/56)
Devon and Trumball
Junction (7/1/61)
UI                           Transmission Support Agreement                                             E-9154    12/1/72
Black Pond
Holyoke G&E                  Transmission Support Agreement                                       ER82-626-000    1/1/73
Fairmont 115 KV                                                                                   ER82-627-000
Substation
MMWEC                        Transmission Support Agreement                                                       8/1/79
345 KV Ludlow-Stonybrook
Seabrook Station             Transmission Support Agreement                                                       5/1/73
345 KV Seabrook -Timber
Swamp -Newington 369 line
345 KV Seabrook -Scobie
363 line
345 KV Seabrook -Ward
Hill -Tewksbury 394 line
VEP                          Transmission Support Agreement                                                       12/1/72
Littleton 230/115 KV Sub.
NEP                          Transmission Support Agreement                                                       12/22/58
Moore Sub. - Q195 115KV
Terminal

</TABLE>
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 239

<TABLE>
<CAPTION>
<S>  <C> 
1.   Transmission Allocation Agreement Among Vermont Electric Power Company, Inc., New England Power Company, The Connecticut
     Light and Power Company and Western Massachusetts Electric Company dated January 6, 1989 (ER89-522-000, Effective November 1,
     1988)
2.   Transmission Agreement For Use of North-South Interface Of New England Transmission System Between Northeast Utilities and
     New England Power Company dated February 24, 1990.
3.   Letter agreement between Northeast Utilities and Vermont Electric Power Company, dated July 24, 1990.
4.   Letter agreement between Northeast Utilities and Citizens Utilities Company, dated August 2, 1990.
5.   Letter agreement between Northeast Utilities/PSNH and New England Power Company, dated June 1, 1970.
6.   Letter agreement between Northeast Utilities/PSNH and New England Power Company, dated June 29, 1979.
7.   Letter agreement between Northeast Utilities/PSNH and Central Maine Power Company, dated November 18, 1986.
8.   Transmission service pursuant to the Agreement between NUSCO/PSNH and Citizens Utilities, dated February 12, 1982 for service
     to the Northumberland, New Hampshire, Bloomfield, Vermont and Beecher Falls, Vermont delivery points.
9.   Transmission Agreement Between New Hampshire Electric Cooperative, Inc. and Public Service Company of New Hampshire, dated
     March 31, 1981.
10.  All licenses and certificates granted by the New Hampshire Public Utilities Commission or other state, municipal or federal
     regulatory bodies are grandfathered.
11.  All transmission arrangements supporting and providing transmission service across non-PTF facilities are not subject to this
     Tariff and will continue under their existing terms and conditions.
</TABLE>


                             Eastern Utilities Associate System ("EUA")

<TABLE>
<CAPTION>
                                                                                      Expiration                FERC Number/
             Contract Name                             Parties                           Dates                  Docket Number
<S>                                       <C>                                  <C>                          <C>
Canal-Medway Line (Wood Pole Line         Comelec, BECO and Montaup            End of Life of Canal #1      MECO/FPC No. 5
#331)
Trans of Canal #2/Pilgrim #2 Units        Comelec, BECO and Montaup            2008                         E-9358
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 240



Letter Agree-Auburn St. Tap Bridges       BECO and Montaup                     Thru Life of Tap Bridges     E-9404
Use of Pilgrim Towers                     BECO and Montaup                     19 Years From Install or     ER79-485-000
                                                                               When New 345 kv Circuit
                                                                               is Needed
Card Street Use Agreement                 BECO, Comelec and BVE                August 30, 2001              E-9022
Transmission to Middleboro/ Pilgrim #1    BECO and Montaup                     When MGLD Contract           E-9276
                                                                               Expires with Pilgrim         Amended ER77-179-000
East Bridgewater Gas Circuit Breaker      Eastern Edison and Middleboro Gas                                 ER91-59-000
                                          and Electric
1601 Breaker at Bridgewater Substation    Middleboro and Montaup                                            N/A
Contract Demand/Radial Line Use           Middleboro and Montaup               60 Month's Written Notice    ER83-485-000
                                                                                                            ER83-486-000
Transmission Support/ Millstone #3        Montaup and Others                   Term of the Sharing          ER93-222-000
                                                                               Agreement
Transmission Support/ Seabrook #1         Montaup and Others                   Term of the Joint Owners     ER76-694-000
                                                                               Agreement
Rental Charges for Trans. Facilities      Blackstone and Montaup               Perpetuity Implied           ER83-642-000
in Northern R.I.                                                                                            ER88-400-000
Sharing Charges for Trans. Facilities     Blackstone/Narragansett              July 14, 2003                ER83-642-000
in Northern R.I.                                                                                            ER88-400-000
Sharing Charges for 2nd/ Xformer W.       Blackstone/Narragansett              July 28, 2013                ER83-642-000
Farnum Sub.
Transmission Support Agreement            Blackstone/Narragansett Mont./New    3 Year's Written Notice      BVE FERC No. 21
NEP/V-148 Line                            England Power
Tiverton Tap                              NEP and Montaup                      UNTIL Costs are Recovered    ER81-722-000
                                                                               by Montaup
Support of Riverside Sub and 822 Line     Blackstone and Narragansett          2 Year's Written Notice      BVE ER88-400-000
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 241



Amended and Restated                      Blackstone and OSP                   Term of the Power            ER89-69-000
Interconnection Agreement By              Units 1 & 2                          Contract
and Among Blackstone
Valley Electric and Ocean State Power
Contract for Firm Contract Service        Mass Power/Montaup                   BECO 12/31/2013              ER93-624-000
(Wheeling) Mass Power to Comelec and                                           Comelec 7/30/2008
BECO                                                                           Comelec 7/30/2008
Contract for Firm Contract Service        Altresco/Montaup                     12/31/2011                   ER93-623-000
(Wheeling) Altresco to Comelec and
BECO
Service Agreement (Wheeling) Cleary       North Attleboro/Montaup              LOU                          ER85-396-000
9cc to North Attleboro                                                         Contract Termination
Service Agreement (Wheeling) Cleary       Hudson/Montaup                       LOU                          ER87-362-000
9cc to Hudson                                                                  Contract Termination
Amendment to Contract Between Montaup     Montaup/MMWEC                        June 30, 2001                ER87-531-000
and MMWEC (NYPA)                                                               Extended Monthly Through
                                                                               October 31, 2003
Montaup Transmission Service Agreement    PFD/NYPA                             June 30, 2001                ER87-615-000
Interconnection NEA to Blackstone's       Blackstone/NEA                       Concurrent to Power          ER92-207-000
Transmission System                                                            Agreement
Interconnection Agreement Between TMLP    TMLP/Montaup                         Two Year's Written Notice    E-9117
and Montaup                                                                    or Until Cleary #9 is        ER91-305-000
                                                                               Reduced to Zero
Service Agreement Between Braintree       TMLP/Braintree                       LOU or MEC Terminates Due    ER85-390-000
and Montaup Wheeling Cleary 9cc                                                to Inadequate Cap. on        ER87-126-000
Service Agreement Between Hingham and     Hingham/Braintree                    LOU or MEC Terminates Due    ER93-137-000
Montaup Wheeling Cleary 9cc                                                    to Inadequate Cap. on        ER87-126-000
                                                                               Company's PTF
</TABLE>
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 242




                           The United Illuminating Company ("UI")

<TABLE>
<CAPTION>
Arrangement                                                                                     Parties to the Agreement UI and:
<S>                                                                                             <C>
Wholesale Power Agreements
BECO Exchange                                                                                   BECO
  (November 1, 1996, until terminated by parties)
BH Sale from NHHS                                                                               BH
 (November 1, 1996 through October 31, 1997)
Citizens Sale from NHHS                                                                         Citizens
 (November 1, 1996 through October 31, 1999)
UNITIL Purchased Power Agreement, from NHHS                                                     UNITIL
  (November 1, 1996 through October 31, 2006)
Corridor Service Agreement (BHS#3)                                                              NU
  (May 1, 1993 through October 31, 2005)
NU Exchange Agreement                                                                           NU
 (May 1, 1993 until terminated by parties)
PASNY System Purchase Agreement                                                                 CMEEC
 (March 1, 1990 through June 30, 2001)

Support Arrangements
Interim Substation Support Agreement, dated 8/24/1993                                           NU
 (FERC Docket ER93-891-000)
Seabrook Transmission Support Agreement                                                         Joint Owners
Hydro-Quebec Phase I                                                                            NEETCO
Hydro-Quebec Phase I                                                                            VETCO
Hydro-Quebec Phase II                                                                           NEH-TEL CO INC.
Hydro-Quebec Phase II                                                                           NEH-T CORP (NHH)
Hydro-Quebec Phase II AC Facilities                                                             BECO
Hydro-Quebec Phase II AC Facilities                                                             NEP
Millstone Support Agreement                                                                     NU
Black Pond Coke Works Transmission Lines                                                        NU
</TABLE>

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 243



                            Bangor Hydro-Electric Company


<TABLE>
<CAPTION>
Support                                                                 Party
<S>                                                                     <C>
HQ Phase II AC                                                          BECO
HQ Phase II AC                                                          NEP
HQ Phase I                                                              NEETCO
HQ Phase I                                                              VETCO
HQ Phase II                                                             NEH-T Corp (NHH)
HQ Phase II                                                             NEH-TEL Co Inc
Orrington SS                                                            MEPCO
Wyman #4 (345KV) Sec 386                                                Joint Owners
Wyman #4 (115KV) 164-167                                                Joint Owners
</TABLE>

Boston Edison Company Wheeling Contracts

<TABLE>
<CAPTION>
Customer                                  Type                                     Expiration Date             MWs
<S>                                       <C>                                      <C>                         <C>
Altresco                                  Contract                                 12/31/2011                  29
Braintree                                 PASNY                                    10/31/2003                  3
Braintree                                 Tariff - NEES CD                         10/31/2004                  10
Braintree                                 Tariff - Cleary 9                        Life of unit                2
Braintree                                 LV-PTF-Canal                             Life of unit                25
Braintree                                 LV-PTF-NH Yankee                         Life of Unit                7
Braintree                                 LV-PTF-Hydro-Quebec                      9/1/2000                    2
Hingham                                   PASNY                                    10/31/2003                  2
Hingham                                   Tariff-Cleary 9                          Life of unit`               3
Hingham                                   Tariff-Manchester                        Life of unit                2
Hingham                                   LV-PTF-Potter                            Life of unit                2
Hingham                                   LV-PTF-Stonybrook                        Life of Unit                23
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 244



Hingham                                   LV-PTF-NH Yankee                         Life of unit                5
Hingham                                   LV-PTF-Hydro-Quebec                      9/1/2000                    1
Hingham                                   LV-PTF-Millstone 3                       Life of unit                8
Hull                                      PASNY                                    10/31/2003                  1
Hull                                      Tariff-Lawrence                          Life of unit                1
Hull                                      LV-PTF-Millstone 3                       Life of unit                2
Hull                                      LV-PTF-CMP                               Life of unit                1
Hull                                      LV-PTF-NH Yankee                         Life of unit                1
Hull                                      LV-PTF-Hydro-Quebec                      9/1/2000                    1
Hull                                      LV-PTF-Stonybrook                        Life of unit                7
Reading                                   PASNY                                    10/31/2003                  6
Reading                                   Tariff-NEP CD                            10/31/99                    15
Reading                                   Tariff-Norwalk Harbor                    10/31/2005                  9
Reading                                   Tariff-Millstone 3                       10/31/2005                  3
Reading                                   LV-PTF-Millstone 3                       Life of unit                11
Reading                                   LV-PTF-Stonybrook                        Life of unit                91
Reading                                   LV-PTF-NH Yankee                         Life of unit                9
Reading                                   LV-PTF-Hydro-Quebec                      9/1/2003                    3
Cambridge                                 Canal Transfer                           Life of unit                42
Cambridge                                 Yank Excess                              Life of unit                3
Cambridge                                 LV-PTF-Canal                             Life of unit                58
EUA                                       EHV-PTF-Potter 2                         Life of unit                40
EUA                                       LV-PTF-Potter 2                          Life of unit                40
UI                                        EHV-PTF-Mystic 7                         Life of unit                100
North Attleboro                           EHV-PTF-Potter 2                         Life of unit                5
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 245



North Attleboro                           LV-PTF-Potter 2                          Life of unit                5
Belmont                                   PASNY                                    10/31/2003                  2
Concord                                   PASNY                                    10/31/2003                  2
NEP                                       Tariff                                   10/01/1997                  225
Wellesley                                 PASNY                                    10/31/2003                  2
</TABLE>


Boston Edison Company Support Contracts

<TABLE>
<CAPTION>
BECo Revenue:
<S>                                      <C>                                          <C>                      <C>
Cambridge                                Station 402                                  3/31/1997
Cambridge                                Station 509                                  2004 or later
Com Elec                                 Card Street Line                             8/30/2001
Reading                                  Radial Lines                                 Life of unit
EUA                                      Whitman Tap                                  Life of unit
NEP                                      Lines 255-2337,8                             3 yr notice
NEP                                      Mystic/Golden Hills                          1999
NEP                                      W.Medway Breaker                             2003
NEP                                      Line 201-502                                 2009
NEP                                      Canal 1 Lines                                Life of unit
HQ Participants                          BECo HQ II AC Facilities                     2020
CEC, EUA, NEP                            Stabilizer Line                              2008
CEC, EUA                                 Canal 2 Lines                                2008
BECo Expense:
CMP                                      Wyman 115/345kV                              2005
Com Elec                                 Line 355                                     2008
EUA                                      Line 344                                     2008
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 246



Chester                                  SVC                                          2020
NEP                                      Sandy Pond-Tewksbury                         2005
NEP                                      M-139 Line                                   2015
NEP                                      N-140 Line                                   2015
NEP                                      HQ 11 AC Facilities                          2020
NEP                                      Station 90 (Golden Hills)                    2017
</TABLE>



Vermont Electric Company

VELCO 1991 Transmission Agreement FEU 246.

Central Vermont Public Service Corporation

-       Vermont Yankee (Bundled T&G)
        Unitil, et al

Resale Service (R-12) FPC Tariff First Rev. Vol. I Rochester Electric L & P

T&D FERC Tariff, Original Vol. 3

Vermont Electric Coop./Lyndonville Elec. Dept./Village of Ludlow, Elec.
Dept./Village of Johnson Water & Light Dept./Village of Hyde Park Water & Light
Dept./Rochester EL&P/Woodsvilles Fire Dist. Water & LD/Reserve System Capacity
Service (RS-2) FERC No. 135

Connecticut Valley Elect. Co.

Network Service FERC Tariff 6 new Hampshire Electric Cooperative
CVEC Service FERC No. 12 Woodsville Fire District Water & Light Dept.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 247



Interconnection Agreement CVPS/Green Mountain Power

FERC ER94-35-00/Northern Loop Interconnection Agreement and the VELCO
Agreements with VELCO Participants known as the VELCO Transmission Agreement
and VELCO Participants Agreement.

                      MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY
("MMWEC")

MMWEC Phase I Intermediate Units Agreement for Joint Ownership, Construction
and Operation (and associated transmission)
Parties:  Green Mountain Power; Village of Lyndonville, Vermont
Effective Date:  October 1, 1977

                                Green Mountain Power Corporation ("GMP")

To the extent the Transmission Interconnection and Service Agreements between
GMP and the following entities require the use of the Y-25 69 kV line between
Bennington and Harriman, they will be Excepted Transaction Agreements:

        Central Vermont Public Service Corporation
        Washington Electric Cooperative
        Vermont Electric Cooperative
        Northfield Electric Department
        Town of Readsboro Electric Light Department
        Village of Hardwick Electric Department
        Village of Jacksonville Electric Department
        Village of Morrisville Water & Light Department
        Village of Stowe Water & Light Department

                                    Contested Arrangements over Ties

Transmission Allocation Agreement Among Vermont Electric Power Company, Inc.,
New England Power Company, The Connecticut Light and Power Company and Western
Massachusetts Electric Company dated January 6, 1989 (ER89-522-000, Effective
November 1, 1988).

The Participants have been unable to agree on the inclusion in this list of the
arrangements for use of the tie lines for transactions from New York, New
Brunswick and Hydro-Quebec beyond October 31, 1997, which is the end of the
next Capability Period, or on the effect of including such arrangements on the
list beyond that date.  With respect to these tie-line arrangements, the
Participants have agreed to include such arrangements as Excepted Transaction
Agreements through October 31, 1997, and to seek Commission resolution of
whether such arrangements should be grandfathered consistent with Order No.
888.  Further, the Participants agree that, until October 31, 1997, the use of
the lines under such tie-line arrangements will be firm service with equal
priority with other firm arrangements.  This agreement is a compromise
solution to address an immediate concern and is without prejudice to any
Participant's rights to argue that further grandfathering of such tie-line
arrangements is inappropriate.  The Participants have all reserved the right to
present arguments for or against continued inclusion of such tie-line
arrangements as Excepted Transactions Agreements after October 31,1997, without
violating their agreement to support acceptance by the Commission of the
Thirty-Third Agreement.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 248




                                             EXHIBIT 1


HVDC Phase II Documents List

o Order Amending Authorization to Export Electric Energy to Canada,
  NEPOOL
o Amendment to Presidential Permit PP-76 Authorizing VETCo to
  Construct....Electric Transmission Facilities at the International Border
  Between the United States and Canada.
o PJM-New England Hydro Transmission Service Agreement
o Phase II Boston Edison AC Facilities Support Agreement
o Phase II New England Power AC Facilities Support Agreement
o Preliminary Quebec Interconnection Support Agreement - Phase II
  (Superseded)
o Phase II Maine Electric Power SVC Facilities Support Agreement
o Phase II Massachusetts Transmission Facilities Support Agreement
o Phase II New Hampshire Transmission Facilities Support Agreement
o Preliminary Vermont Support Agreement RE:  Quebec Interconnection -
  Phase II (Superseded)
o Equity Funding Agreement for New England Hydro-Transmission Corporation
o Equity Funding Agreement for New England Hydro-Transmission Electric
  Company, Inc.
o Agreement Authorizing Execution of Phase II Firm Energy Contract
o Metallic Return Service Agreement Between New England Electric
  Transmission Corporation and New England Hydro-Transmission Corporation
o Amendment to Agreement With Respect to Use of Quebec Interconnection
o Agreement Between VELCO and New England Hydro-Transmission Corporation
o LEASE Between New England Power and New England Hydro-Transmission
  Electric Company, Inc.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 249



o LEASE Between New England Power and New England Hydro-Transmission
  Corporation
o Phase II Vermont DMNRC Support Agreement
o Agreement Amending New England Power Pool Agreement

HVDC Phase I Documents List

o Order Authorizing the Exportation of Electric Energy to Canada
o Presidential Permit PP-76 Authorizing VETCo to Construct....Electric
  Transmission Facilities at the International Border Between the United States
  and Canada.
o Preliminary Quebec Interconnection Support Agreement, as Amended
o Phase I New Hampshire Transmission Facilities Support Agreement
o Agreement for Transmission Maintenance Service (VELCO-NEET)
o Phase I Vermont Transmission Line Support Agreement (and Amendments)
o Agreement Amending New England Power Pool Agreement
o Interconnection Agreement, Hydro-Quebec-NEPOOL Participants
o Energy Banking Agreement
o Energy Contract
o LEASE Between new England Power and New England Electric Transmission
  Corporation
o Upper Development - Lower Development Transmission Line Support
  Agreement, New England Electric Transmission Corporation and New England
  Power Company.
o Agreement for Reinforcement and Improvement of New England Power
  Company's Transmission System
o Equity Funding Agreement for New England Electric Transmission
  Corporation
o Agreement With Respect to Use of Quebec Interconnection (and
  amendments)
o Phase I Terminal Facilities Support Agreement
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 250



                                          ATTACHMENT G-1


                                Agreements re Local Network Service


  Notwithstanding any termination of the status as Excepted Transaction of the
transmission arrangements for the following agreements, the arrangements shall
continue to be excepted for their respective terms, from the requirement to pay
a Local Networks Service charge:

1.      WMECO/NEP service to French King/Shelburne, Transmission Service
        Agreement dated 3/15/94 and subsequently amended.

2.      WMECO/NEP service to SBNGB, Transmission Service Agreement dated
        2/23/93 and subsequently amended.

3.      Cambridge/BECO support agreements dated 10/1/65 and 1/1/75.

4.      Six UI substations, UI/NU Agreement dated 8/24/93.

5.      CMP/MEW/NU Agreement dated as of May 16, 1994.

6.      CMEEC/NU Agreement dated 11/29/90.

7.      Chicopee/NU Agreement dated 11/1/95.

8.      South Hadley/NU Agreement dated 11/1/95.

9.      Westfield/NU Agreement dated 1/1/95.

10.     Unitil/NU Agreement dated 11/1/92.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 251



ATTACHMENT H


Form of
Network Operating Agreement


1.0     Preamble

  This Network Operating Agreement is entered into by and between the NEPOOL
  Participants (the "Transmission Provider") acting through __________ (the
  "System Operator") and ____________ (the "Transmission Customer") as an
  implementing agreement for the NEPOOL Open Access Transmission Tariff and is
  subject to and in accordance with the NEPOOL Open Access Tariff.  All
  definitions and other terms and conditions of the NEPOOL Open Access
  Transmission Tariff are incorporated herein by reference.  The Transmission
  Provider may designate a satellite dispatch center and/or one or more
  Participants to act for it under this Agreement.

2.0     General Terms and Conditions

  The Transmission Provider agrees to provide transmission service to the
  Transmission Customer's equipment or facilities, etc., subject to the
  Transmission Customer operating its facilities in accordance with applicable
  NEPOOL and NPCC criteria, rules, standards, procedures, or guidelines as they
  may be adopted and/or amended from time to time.  In addition to the
  provisions defined in those documents, service to the Transmission Customer's
  equipment or facilities, etc. is provided subject to the following specified
  terms and conditions.

  2.1   Electrical Supply: The electrical supply to the Point(s) of Delivery
        shall be in the form of three-phase sixty-hertz alternating current at
        a voltage class determined by mutual agreement of the parties.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 252




  2.2   Coordination of Operations: The Transmission Provider shall consult the
        Transmission Customer and/or its Designated Agent regarding timing of
        scheduled maintenance of the Transmission System and the Transmission
        Provider shall schedule any shutdown or withdrawal of facilities to
        coincide with the Transmission Customer's equipment or facilities, etc.
        scheduled outages of the Transmission Customer's resources, to the
        extent practicable.  In the event the Transmission Provider is unable
        to schedule the shutdown of its facilities to coincide with
        Transmission Customer's schedule, the Transmission Provider shall
        notify the Transmission Customer and/or its Designated Agent, in
        advance if feasible, of reasons for the shutdown, the time scheduled
        for it to take place, and its expected duration.  The Transmission
        Provider shall use due diligence to resume delivery of electric power
        as quickly as possible.

  2.3   Reporting Obligations: The Transmission Customer shall be responsible
        for all information required by NPCC or NEPOOL.  The Transmission
        Customer shall respond promptly and completely to the Transmission
        Provider's reasonable requests for information, including but not
        limited to, data necessary for operations, maintenance, regulatory
        requirements and analysis.  In particular, that information may
        include:

        For Network Loads:

        -      10-year coincident, seasonal (summer, winter) Annual Peak Load
               forecast, aggregated by geographic distribution area
        -      Load Power Factor performance by geographic distribution area
        -      Underfrequency load shedding capability aggregated by geographic
               distribution area
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 253




        -      Block load shedding capability aggregated by geographic
               distribution area
        -      Disturbance/interruption reports
        -      Protection system setting conformance
        -      Protection system testing and maintenance conformance
        -      Planned changes to protection systems
        -      Metering testing and maintenance conformance
        -      Planned changes in transformation capability
        -      Conformance to harmonic and voltage fluctuation limits
        -      Dead station tripping conformance
        -      Voltage reduction capability conformance

        For Network Resources and interconnected generators:

        -      10-year forecast of generation capacity retirements and
               additions, if applicable
        -      Generator reactive capability verification
        -      Generator underfrequency relaying conformance
        -      Protection system testing and maintenance conformance
        -      Planned changes to protection system
        -      Planned changes to generation parameters
        -      Metering testing and maintenance conformance

        Failure by the Transmission Customer to do so may constitute default.
        Delinquency in responding by the Transmission Customer will result in a
        fine as described in 5.0 below.

        The Transmission Customer shall supply accurate and reliable
        information to the system operators regarding metered values for MW,
        MVAR, volt, amp, frequency, breaker status indication, and all other
        information deemed necessary by the Transmission Provider for reliable
        operation.  Information shall be gathered for electronic communication
        using one or more of the following: supervisory control and data
        acquisition (SCADA), remote terminal unit (RTU) equipment, and remote
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 254




        access pulse recorders (RAPR).  All equipment used for metering, SCADA,
        RTU, RAPR, and communications must be approved by the Transmission
        Provider.

  2.4   Operational Obligations: The Transmission Customer shall request
        permission from the system operators prior to opening and/or closing
        circuit breakers per applicable switching and operating procedures.
        The Transmission Customer shall carry out all switching orders from the
        Transmission Provider, the System Operator or the Transmission
        Provider's designee in a timely manner.

        The Transmission Customer shall balance the load at the Point(s) of
        Delivery such that the difference in the individual phase currents are
        acceptable to the Transmission Provider.

        The Transmission Customer's equipment shall conform with harmonic
        distortion and voltage fluctuation standards of the Transmission
        Provider.

        The Transmission Customer's equipment must comply with all
        environmental requirements to the extent they impact the operation of
        the Transmission Provider's system.

        The Transmission Customer shall operate all of its equipment and
        facilities connected to the Transmission Provider's system in a safe
        and efficient manner and in accordance with manufacturers'
        recommendations, Good Utility Practice, applicable regulations, and
        requirements of the Transmission Provider, the System Operator, and
        NPCC.

  2.5   Notice of Transmission Service Interruptions: If at any time, in the
        reasonable exercise of the system operator's judgement, operation of
        the Transmission Customer's equipment adversely affects the quality of
        service or interferes with the safe and reliable operation of the
        system, the Transmission Provider
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 255




               may discontinue transmission service until the condition has
               been corrected.  Unless the system operators perceive that an
               emergency exists or the risk of one is imminent, the system
               operators shall give the Transmission Customer and/or its
               Designated Agent reasonable notice of its intention to
               discontinue transmission service and, where practical, allow
               suitable time for the Transmission Customer to remove the
               interfering condition.  The Transmission Provider's judgement
               with regard to the discontinuance of service under this
               paragraph shall be made in accordance with Good Utility
               Practice.  In the case of such discontinuance, the Transmission
               Provider shall immediately confer with the Transmission Customer
               regarding the conditions causing such discontinuance and its
               recommendation concerning timely correction thereof.  Failure by
               a Customer to shed load would be subject to an additional charge
               of 10<cent>/kWh for every kWh the Customer failed to shed.

  2.6   Access and Control: Properly accredited representatives of the
        Transmission Provider shall at all reasonable times have access to the
        Transmission Customer's facilities to make reasonable inspections and
        obtain information required in connection with this Tariff.  Such
        representatives shall make themselves known to the Transmission
        Customer's personnel, state the object of their visit, and conduct
        themselves in a manner that will not interfere with the construction or
        operation of the Transmission Customer's facilities.  The Transmission
        Provider or its designee will have control such that it may open or
        close the circuit breaker or disconnect and place safety grounds at the
        Point(s) of Delivery, or at the station, if the Point(s) of Delivery is
        remote from the station.

  2.7   Point(s) of Delivery: Network Integration Transmission Service will be
        delivered by the
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 256




               Transmission Provider at the Point(s) of Delivery as specified
               in the customer's Service Agreement, and as amended from time to
               time.  Each Point of Delivery shall have a unique identifier,
               meter location, meter number, metered voltage, terms on meter
               compensation and, the actual, or if not currently in service,
               the projected in-service year.

  2.8   Maintenance of Equipment: The Transmission Customer shall maintain all
        of its equipment and facilities connected to the Transmission
        Provider's system in a safe and efficient manner and in accordance with
        manufacturers' recommendations, Good Utility Practice, applicable
        regulations, and requirements of NEPOOL, and NPCC.

        The Transmission Provider may request that the Transmission Customer
        test, calibrate, verify or validate the data link, metering, data
        acquisition, transmission, protective, or other equipment or software
        consistent with the Transmission Customer's routine obligation to
        maintain its equipment and facilities or for the purposes of trouble
        shooting problems on the network facilities.  The Transmission
        Customer will be responsible for the cost to test, calibrate, verify or
        validate the equipment or software.

        The Transmission Provider shall have the right to inspect the tests,
        calibrations, verifications and validations of the data link, metering,
        data acquisition, transmission, protective, or other equipment or other
        software connected to the Transmission Provider's system.

        The Transmission Customer, at the Transmission Provider's request,
        shall supply the Transmission Provider with a copy of the installation,
        test, and calibration records of the data link, metering, data
        acquisition, transmission, protective or other equipment or software
        connected to the Transmission Provider's system.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 257




        The Transmission Provider shall have the right, at the Transmission
        Customer's expense, to monitor the factory acceptance test, the field
        acceptance test, and the installation of any metering, data
        acquisition, transmission, protective or other equipment or software
        connected to the Transmission Provider's system.

  2.9   Emergency System Operations: The Transmission Customer's equipment and
        facilities, etc. shall be subject to all applicable emergency operation
        standards required of and by the Transmission Provider to operate in an
        interconnected transmission network.

        The Transmission Provider reserves the right to have the system
        operators take whatever actions or inactions they deem necessary during
        emergency operating conditions to:  (i) preserve the integrity of the
        Transmission System, (ii) limit or prevent damage, (iii) expedite
        restoration of service, or (iv) preserve public safety.

  2.10  Cost Responsibility: The Transmission Customer shall be responsible for
        all costs incurred by the Transmission Provider relative to the
        Transmission Customer's facilities.  Some costs may be allocated to
        several Transmission Customers.  If the method for allocating costs is
        not clearly defined, then the method for allocation will be at the
        Transmission Provider's discretion.

3.0     Service For a Network Resource

  The following Terms and Conditions are specific to Service for a generator
  Network Resource.

  3.1   Voltage or Reactive Control Requirements: Unless directed otherwise,
        the Transmission Customer will operate its existing interconnected
        generation facility(ies) with an automatic voltage regulator(s).  The
        voltage regulator will control
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 258




               voltage at the Point(s) of Receipt consistent with the range of
               voltage scheduled by the Transmission Provider, the Transmission
               Provider's agent, NEPEX, or REMVEC.

        At the discretion of the Transmission Provider, the Transmission
        Customer may be directed to deactivate the automatic voltage regulator
        and to supply reactive power per a schedule provided by the
        Transmission Provider.

        If the Transmission Customer has not installed capacity sufficient to
        operate its generation facility consistent with recommendations of the
        Transmission Provider resulting from the System Impact and Facilities
        Studies or fails to operate at such capacity, the Transmission Provider
        may install, at the Transmission Customer's expense, reactive
        compensation equipment necessary to ensure the proper voltage
        or reactive supply at the Point(s) of Receipt.

  3.2   Station Service: When the Transmission Customer's generation facility
        is producing electricity, the Customer must supply its own station
        service power.  If and when the Transmission Customer's generation
        facility is not producing electricity, the Customer must obtain station
        service capacity and energy from another supplier or another of its
        resources.

  3.3   Protection Requirements: Protection requirements are defined in NEPOOL
        and NPCC documents as may be adopted or amended from time to time.

  3.4   Operational Obligations The Transmission Provider may require the
        generator to be equipped for Automatic Generation Control (AGC).  The
        Transmission Customer will be responsible for all costs associated with
        installing and maintaining an AGC system on the generator(s).
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 259




        The Transmission Provider retains the right to require reduced
        generation at times when system conditions present transmission
        restrictions or otherwise adversely affect the Transmission Provider's
        other customers.  The Transmission Provider will use due diligence to
        resolve the problems to allow the generator to return to the operating
        level prior to the Transmission Provider's notice to reduce generation.

        All operations (including start-up, shutdown and determination of
        hourly generation) will be coordinated by the Transmission Provider.

  3.5   Coordination of Operations: The Transmission Customer shall furnish the
        Transmission Provider with generator annual maintenance schedules,
        advise the Transmission Provider if its Network Resource is capable of
        participation in system restoration and/or if it has black start
        capability.

        The Transmission Provider reserves the right to specify turbine and/or
        generator control (e.g., droop) settings as determined by the System
        Impact or Facilities Study or subsequent studies.  The Transmission
        Customer agrees to comply with such specifications by the Transmission
        Provider at the Transmission Customer's expense.

        If the generator is not dispatchable by the Transmission Provider, the
        Transmission Customer shall notify the Transmission Provider at least
        48 hours in advance of its intent to take its resource temporarily off-
        line and its intent to resume generation.  In circumstances such as
        forced outages, the Transmission Customer shall notify the Transmission
        Provider as promptly as possible of the Network Resource's temporary
        interruption of generation and/or transmission.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 260




4.0     Service for Delivery to Load

  The following Terms and Conditions are specific to Service for Delivery to
  Load.

  4.1   Power Factor Requirement: The Transmission Customer agrees to maintain
        an overall Load Power Factor and reactive power supply within
        predefined sub-areas as measured at the Point(s) of Delivery within
        ranges specified by the Transmission Provider or NEPOOL criteria, rules
        and standards which identify the power factor levels that must be
        maintained throughout the applicable sub-area for each anticipated
        level of total NEPOOL load.  The Transmission Customer agrees to
        maintain Load Power Factor and reactive power requirements within the
        range specified by the Transmission Provider for the sub-area based on
        total NEPOOL load during that hour.  NEPOOL may revise the power factor
        limits required from time to time.  If the Transmission Customer lacks
        the capability to maintain the Load Power Factor within the ranges
        specified, the Transmission Provider may:

        a)     install, at the Transmission Customer's expense, reactive
               compensation equipment necessary to ensure proper load power
               factor at the Point(s) of Delivery;

        b)     charge the Transmission Customer per the Tariff Schedule OCC.

  4.2   Protection Requirements: The Transmission Customer's relay and
        protection systems must comply with all applicable NEPOOL and NPCC
        criteria, rules, procedures, guidelines, standards or requirements as
        may be adopted or amended from time to time.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 261




  4.3   Operational Obligations: The Transmission Customer shall be responsible
        for operating and maintaining security of its electric system in a
        manner that avoids adverse impact to the Transmission Provider's or
        others' interconnected systems and complies with all applicable NEPOOL,
        and NPCC operating criteria, rules, procedures, guidelines and
        interconnection standards as may be amended or adopted from time to
        time.  These actions include, but are not limited to:

        -      Voltage Reduction Load Shedding
        -      Underfrequency Load Shedding
        -      Block Load Shedding
        -      Dead Station Tripping
        -      Transferring Load Between Point(s) of Delivery
        -      Implementing Voluntary Load Reductions Including Interruptible
               Customers
        -      Starting Stand-by Generation
        -      Permitting Transmission Provider Controlled Service Restoration
               Following Supply Delivery Contingencies on Transmission Provider
               Facilities

5.0     Default If the Transmission Customer's equipment fails to perform
        consistent with the Terms and Conditions of this agreement, then the
        Transmission Customer will be deemed to be in default and service may
        be suspended immediately and subject to a termination through a FERC
        filing.  If the Transmission Customer fails to provide the information
        required in Section 2.3 in a timely manner, the Transmission Provider
        shall be permitted to assess a penalty of $100 per day until such
        information is provided in its entirety to the Transmission Provider.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 262




  The Parties whose authorizing signatures appear below warrant that they will
  abide by the foregoing terms and conditions.

        ____________________                   ____________________

        NEPOOL Participants                    (Transmission Customers)
        By (System Operator)


        ____________________                   ____________________

        By:                                    By:

        ____________________                   ____________________

        Title:                                 Title:

        ____________________                   ____________________
        Date:                                  Date:
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 263




ATTACHMENT I


Form of
System Impact Study Agreement


        This Agreement dated __________, is entered into by  (the
"Transmission Customer") and the NEPOOL Participants (the "Transmission
Provider") acting through  (the "System Operator"), for the purpose
of setting forth the terms, conditions and costs for conducting a System Impact
Study relative to           ,in accordance with the NEPOOL Open Access
Transmission Tariff ("Tariff").  All definitions and other terms and conditions
of that Tariff are incorporated herein by reference.  The Transmission Provider
may designate one or more Participants or the System Operator to act for it
under this Agreement.

1.      The Transmission Customer agrees to provide, in a timely and complete
        manner, the information and technical data specified in Exhibit 1 to
        this Agreement and reasonably necessary for the Transmission Provider
        to conduct the System Impact study.  The Transmission Customer
        understands that it must provide all such information and data
        prior to the Transmission Provider's commencement of the Study.  Such
        information and technical data is specified in Exhibit 1 to this
        Agreement.

2.      All work pertaining to the System Impact Study that is the subject of
        this Agreement will be approved and coordinated only through designated
        and authorized representatives of the Transmission Provider and the
        Transmission Customer.  Each party shall inform the other in writing of
        its designated and authorized representative.

3.      The Transmission Provider will advise the Transmission Customer of any
        additional information as it may in its sole reasonable discretion deem
        necessary to complete the study.  Any such additional information shall
        be obtained only if
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 264




        required by Good Utility Practice and shall be subject to the
        Transmission Customer's consent to proceed, such consent not to be
        unreasonably withheld.

4.      The Transmission Provider contemplates that it will require _________
        to complete the System Impact Study.  Upon completion of the Study by
        the Transmission Provider, the Transmission Provider will provide a
        report to the Transmission Customer based on the information provided
        and developed as a result of this effort.  If, upon review of the
        Study results, the Transmission Customer decides to pursue ,
        the Transmission Provider will, at the Transmission Customer's
        direction, tender a Facilities Study Agreement within thirty (30) days.
        The System Impact and Facilities Studies, together with any additional
        studies contemplated in Paragraph 3, shall form the basis for the
        Transmission Customer's proposed use of the Transmission Provider's
        transmission system and shall be furthermore utilized in obtaining
        necessary third-party approvals of any interconnection facilities and
        requested transmission services.  The Transmission Customer understands
        and acknowledges that any use of study results by the Transmission
        Customer or its agents, whether in preliminary or final form, prior to
        NEPOOL l8.4 approval, is completely at the Transmission Customer's risk
        and that the Transmission Provider will not guarantee or warrant the
        completeness, validity or utility of study results prior to NEPOOL 18.4
        approval.

5.      The estimated costs contained within this Agreement are the
        Transmission Provider's good faith estimate of its costs to perform the
        System Impact Study contemplated by this Agreement.  The Transmission
        Provider's estimates do not include any estimates for wheeling charges
        that may be associated with the transmission of facility output to
        third parties or with rates for station service.  The actual costs
        charged to the Transmission Customer by the Transmission Provider may
        change as set forth in this Agreement.  Prepayment will be required for
        all study, analysis, and review work performed by the Transmission
        Provider or its
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 265




        Designated Agent, all of which will be billed by the Transmission
        provider to the Transmission Customer in accordance with Paragraph 6 of
        this Agreement.

6.      The payment required is $________ from the Transmission Customer to the
        Transmission Provider for the primary system analysis, coordination,
        and monitoring of the System Impact Study.  The Transmission Provider
        will, in writing, advise the Transmission Customer in advance of any
        cost increases for work to be performed if total amount increases by
        10% or more.  Any such changes to the Transmission Provider's costs for
        the study work shall be subject to the Transmission Customer's
        consent, such consent not to be unreasonably withheld.  The
        Transmission Customer shall, within thirty (30) days of the
        Transmission Provider's notice of increase, either authorize such
        increases and make payment in the amount set forth in such notice, or
        the Transmission Provider will suspend the System Impact Study and this
        Agreement will terminate if so permitted by the Federal Energy
        Regulatory Commission.

        In the event this Agreement is terminated for any reason, the
        Transmission Provider shall refund to the Transmission Customer the
        portion of the above credit or any subsequent payment to the
        Transmission Provider by the Transmission Customer that the
        Transmission provider did not expend in performing its obligations
        under this Agreement.  Any additional billings under this Agreement
        shall be subject to an interest charge computed in accordance with the
        provisions of the Transmission Provider's open access tariff.  Payments
        for work performed shall not be subject to refunding except in
        accordance with Paragraph 7 below.

7.      If the actual costs for the work exceed prepaid estimated costs, the
        Transmission Customer shall make payment to the Transmission Provider
        for such actual costs within thirty(30) days of the date of the
        Transmission Provider's invoice for such costs.  If the actual costs
        for the work are less than those prepaid, the Transmission Provider
        will credit such difference toward Transmission Provider costs
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 266




        unbilled, or in the event there will be no additional billed expenses,
        the amount of the overpayment will be returned to the Transmission
        Customer with interest computed as stated in Paragraph 6 of this
        Agreement, from the date of reconciliation.

8.      Nothing in this Agreement shall be interpreted to give the Transmission
        Customer immediate rights to wheel over or interconnect with the
        Transmission Provider's transmission or distribution system.  Such
        rights shall be provided for under separate agreement and in accordance
        with the Transmission Provider's open access tariff.

9.      Within one (1) year following the Transmission Provider's issuance of a
        final bill under this Agreement, the Transmission Customer shall have
        the right to audit the Transmission Provider's accounts and records at
        the offices where such accounts and records are maintained, during
        normal business hours; provided that appropriate notice shall have been
        given prior to any audit and provided that the audit shall be limited
        to those portions of such accounts and records that relate to service
        under this Agreement.  The Transmission Provider reserves the right to
        assess a reasonable fee to compensate for the use of its personnel time
        in assisting any inspection or audit of its books, records or accounts
        by the Transmission Customer or its Designated Agent.

10.     Each party agrees to indemnify and hold the other party and its Related
        Persons of each of them (collectively "Affiliates") harmless from and
        against any and all damages, costs (including attorney's fees), fines,
        penalties and liabilities, in tort, contract, or otherwise
        (collectively "Liabilities") resulting from claims of third parties
        arising, or claimed to have arisen as a result of any acts or omissions
        of either party under this Agreement.  Each party hereby waives
        recourse against the other party and its Related Persons for,
        and releases the other party and its Related Persons from, any and all
        Liabilities for or arising from damage to its property due to a
        performance under this
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 267




        Agreement by such other party except in cases of negligence or
        intentional wrongdoing by either party.

11.     If either party materially breaches any of its covenants hereunder, the
        other party may terminate this Agreement by filing a notice of intent
        to terminate with the Federal Energy Regulatory Commission and serving
        notice of same on the other party to this Agreement.  This remedy is in
        addition to any other remedies available to the injured party.

12.     This Agreement shall be construed and governed in accordance with the
        laws of the State of Connecticut and with Part II of the Federal Power
        Act, 16 U.S.C. <section><section>824d et seq., and with Part 35 of
        Title 18 of the Code of Federal Regulations, l8 C.F.R.
        <section><section>35 et seq.

13.     All amendments to this Agreement shall be in written form executed by
        both parties.

14.     The terms and conditions of this Agreement shall be binding on the
        successors and assigns of either party.

15.     This Agreement will remain in effect for a period of up to two years
        from its effective date as permitted by the Federal Energy Regulatory
        Commission, and is subject to extension by mutual agreement.  Either
        party may terminate this Agreement by thirty (30) days' notice except
        as is otherwise provided herein.  If this Agreement expires by
        its own terms, it shall be the Transmission Provider's responsibility
        to make such filing.

Transmission Customer:                         NEPOOL Participants
                                                      By (System Operator)

Name:                               Name:_________________________

Title:____________________          Title:

Date:                               Date:
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 268




                                             EXHIBIT 1


                     Information to be Provided to the Transmission Provider
                       by the Transmission Customer for System Impact Study


1.0     Facilities Identification

        1.1   Requested capability in MW and MVA; summer and winter

        1.2   Site location and plot plan with clear geographical references

        1.3   Preliminary one-line diagram showing major equipment and extent
              of Transmission Customer ownership

        1.4   Auxiliary power system requirements

        1.5   Back-up facilities such as standby generation or alternate supply
              sources

2.0 Major Equipment

        2.1   Power transformer(s):  rated voltage, MVA and BIL of each
              winding, LTC and or NLTC taps and range, Z{1} (positive sequence)
              and Z{o} (zero sequence) impedances, and winding connections.
              Provide normal, long-time emergency and short-time emergency
              thermal ratings.

        2.2   Generator(s): rated MVA, speed and maximum and minimum MW output,
              reactive capability curves, open circuit saturation curve, power
              factor (V) curve, response (ramp) rates, H (inertia), D (speed
              damping), short circuit ratio, X{1} (leakage), X{2}:(negative
              sequence), and X{o} (zero sequence) reactances and other data:
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 269





<TABLE>
<CAPTION>
                                               Direct      Quadrature                                                              
                                               Axis          Axis

<S>                                            <C>           <C>
Saturated synchronous reactance                X{dv}         X{qv}
unsaturated synchronous reactance              X{di}         X{qt}
saturated transient reactance                  X'{dv}        X'{qv}
unsaturated transient reactance                X'{di}        X'{qi}
saturated subtransient reactance               X"{dv}        X"{qv}
unsaturated subtransient reactance             X"{di}        X"{qi}
transient open-circuit time                    T'{do}        T'{qo}
   constant
transient short-circuit time                   T"{d}         T"{q}
   constant
subtransient open-circuit time                 T"{do}        T"{qo}
   constant
subtransient short-circuit time                T"{d   }      T"{q}
   constant

</TABLE>
        2.3   Excitation system, power system stabilizer and governor:
              manufacturer's data in sufficient detail to allow modeling in
              transient stability simulations.

        2.4   Prime mover:  manufacturer's data in sufficient detail to allow
              modeling in transient stability simulations, if determined
              necessary.

        2.5   Busses:  rated voltage and ampacity (normal, long-time emergency
              and short-time emergency thermal ratings), conductor type and
              configuration.

        2.6   Transmission lines:  overhead line or underground cable rated
              voltage and ampacity (normal, long-time emergency and short-time
              emergency thermal ratings), Z{1} (positive sequence) and Z{o}
              (zero sequence) impedances, conductor type, configuration, length
              and termination points.
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 270




        2.7   Motors greater than 150 kW 3-phase or 50 kW single-phase: type
              (induction or synchronous), rated hp, speed, voltage and current,
              efficiency and power factor at 1/2, 3/4 and full load, stator
              resistance and reactance, rotor resistance and reactance,
              magnetizing reactance.

        2.8   Circuit breakers and switches:  rated voltage, interrupting time
              and continuous, interrupting and momentary currents.   Provide
              normal, long-time emergency and short-time emergency thermal
              ratings.

        2.9   Protective relays and systems: ANSI function number, quantity
              manufacturer's catalog number, range, descriptive bulletin,
              tripping diagram and three-line diagram showing AC connections to
              all relaying and metering.

        2.10  CT's and VT's: location, quantity, rated voltage, current and
              ratio.

        2.11  Surge protective devices: location, quantity, rated voltage and
              energy capability.

3.0     Other

        3.1   Additional data reasonably necessary to perform the System Impact
              Study will be provided by the Transmission Customer as requested
              by the Transmission Provider.

        3.2   The Transmission Provider reserves the right to require that the
              Transmission Customer accept the use in the study of specific
              equipment settings or characteristics necessary to meet NEPOOL
              and NPCC criteria and standards.

<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 271



ATTACHMENT J


Form of
Facilities Study Agreement


        This agreement dated ________, is entered into by ____________ (the
Transmission Customer) and the NEPOOL Participants (the "Transmission
Operator") acting through the ____________ ("System Provider"), for the purpose
of setting
forth the terms, conditions and costs for conducting a Facilities Study
Agreement relative to ____________________, in accordance with the NEPOOL Open
Access Transmission Tariff ("Tariff").  All definitions and other terms and
conditions of that Tariff are incorporated herein by reference.  The
Transmission Provider may designate one or more Participants or the System
Operator to act for it under this Agreement.  The Facilities Study will
determine the detailed engineering, design and cost of the facilities necessary
to satisfy the Transmission Customer's request for service over the NEPOOL
Transmission System.

1.      The Transmission customer agrees to provide, in a timely complete
        manner, the information and technical data specified in Exhibit 1 to
        this Agreement and reasonably necessary for the Transmission Provider
        to conduct the Facilities Study.  Where such information and technical
        data was provided for the System Impact Study, it should be reviewed
        and updated with current information, as required.

2.      All work pertaining to the Facilities Study that is the subject of this
        Agreement will be approved and coordinated only through designated and
        authorized representatives of the Transmission Provider and the
        Transmission Customer.  Each party shall inform the other in writing of
        its designated and authorized representative.

3.      The Transmission Provider will advise the Transmission Customer of
        additional information as may be reasonably deemed necessary to
        complete the study by the Transmission
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 272




        Provider.  Any such additional information shall be obtained only if
        required by Good Utility Practice and shall be subject to the
        Transmission Customer's consent to proceed, such consent not to be
        unreasonably withheld.

4.      The Transmission Provider contemplates that it will require ____ days
        to complete the Facilities Study.  Upon completion of the study by the
        Transmission Provider, the Transmission Provider will provide a report
        to the Transmission Customer based on the information provided and
        developed as a result of this effort.  If, upon review of the
        study results, the Transmission Customer decides to pursue its
        transmission service request, the Transmission Customer must sign a
        supplemental Service Agreement with the Transmission Provider under the
        Tariff.  The System Impact and Facilities Studies, together with any
        additional studies contemplated in Paragraph 3, shall form the basis
        for the Transmission Customer's proposed use of the Transmission
        Provider's Transmission System and shall be furthermore utilized in
        obtaining necessary third-party approvals of any facilities and
        requested transmission services.  The Transmission Customer understands
        and acknowledges that any use of the study results by the Transmission
        Customer or its agents whether in preliminary or final form, prior to
        NEPOOL 18.4 approval, is completely at the Transmission Customer's risk
        and that the Transmission provider will not guarantee or warrant the
        completeness, validity or utility of the study results prior to NEPOOL
        18.4 approval.

5.      The estimated costs contained within this Agreement are the
        Transmission provider's good faith estimate of its costs to perform the
        Facilities Study contemplated by this Agreement.  The Transmission
        Provider's estimates do not include any estimates for wheeling charges
        that may be associated with the transmission of facility output to
        third parties or with rates for station service.  The actual costs
        charged to the Transmission Customer by the Transmission Provider may
        change as set forth in this Agreement.  Prepayment will be required for
        all study, analysis, and review work performed by the Transmission
        Provider's or its Designated Agent's
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 273




        personnel, all of which will be billed by the Transmission Provider to
        the Transmission Customer in accordance with Paragraph 6 of this
        Agreement.

6.      The payment required is $______________  from the Transmission Customer
        to the Transmission Provider for the primary system analysis,
        coordination, and monitoring of the Facilities Study to be performed by
        the Transmission Provider for the Transmission Customer's requested
        service.  The Transmission Provider will, in writing, advise the
        Transmission Customer in advance of any cost increases for work to be
        performed if the total amount increases by 10% or more.  Any such
        changes to the Transmission Provider's costs for the study work to be
        performed shall be subject to the Transmission Customer's consent, such
        consent not to be unreasonably withheld.  The Transmission Customer
        shall, within thirty (30) days of the Transmission Provider's notice of
        increase, either authorize such increases and make payment in the
        amount set forth in such notice, or the Transmission Provider will
        suspend the study and this Agreement will terminate if so permitted by
        the Federal Energy Regulatory Commission.

        In the event this Agreement is terminated for any reason, the
        Transmission Provider shall refund to the Transmission Customer the
        portion of the above credit or any subsequent payment to the
        Transmission Provider by the Transmission Customer that the
        Transmission Provider did not expend in performing its obligations
        under this Agreement.  Any additional billings under this Agreement
        shall be subject to an interest charge computed in accordance with the
        provisions of the Transmission Provider's appropriate transmission
        tariff.  Payments for work performed shall not be subject to
        refunding except in accordance with Paragraph 7 below.

7.      If the actual costs for the work exceed prepaid estimated costs, the
        Transmission Customer shall make payment to the Transmission Provider
        for such actual costs within thirty (30) days of the date of the
        Transmission Provider's invoice
<PAGE>

               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 274




        for such costs.  If the actual costs for the work are less than that
        prepaid, the Transmission Provider will credit such difference toward
        Transmission Provider's costs unbilled, or in the event there will be
        no additional billed expenses, the amount of the overpayment will be
        returned to the Transmission Customer with interest computed in
        accordance with the provisions of the Tariff.

8.      Nothing in this Agreement shall be interpreted to give the Transmission
        Customer immediate rights to interconnect to or wheel over the NEPOOL
        Transmission System.  Such rights shall be provided for under separate
        agreement.

9.      Within one (1) year following the Transmission Provider's issuance of a
        final bill under this Agreement, the Transmission Customer shall have
        the right to audit the Transmission Provider's accounts and records at
        the offices where such accounts and records are maintained during
        normal business hours; provided that appropriate notice shall have been
        given prior to any audit and provided that the audit shall be limited
        to those portions of such accounts and records that relate to service
        under this Agreement.  The Transmission provider reserves the right to
        assess a reasonable fee to compensate for the use of its personnel time
        in assisting any inspection or audit of its books, records or
        accounts by the Transmission Customer or its Designated Agent.

10.     Each party agrees to indemnify and hold the other party and its Related
        Persons harmless from and against any and all damages, costs (including
        attorney's fees), fines, penalties and liabilities, in tort, contract,
        or otherwise (collectively "Liabilities") resulting from claims of
        third parties arising, or claimed to have arisen as a result of any
        acts or omissions of either party under this Agreement.   Each party
        hereby waives recourse against the other party  and its Related Persons
        for, and releases the other party and its Related Persons from, any and
        all Liabilities for or
<PAGE>


               NEPOOL                            Open Access Transmission Tariff
                                                 Original Sheet No. 275


arising from damage to its property due to performance under this Agreement by
such other party except in cases of negligence or intentional wrongdoing by
either party.

11.     If any party materially breaches any of its covenants hereunder, the
        other party may terminate this Agreement by filing a notice of intent
        to terminate with the Federal Energy Regulatory Commission and serving
        notice of same on the other party to this Agreement.  This remedy is in
        addition to any other remedies available for the injured party.

12.     This agreement shall be construed and governed in accordance with the
        laws of the State of Connecticut and with Part II of the Federal Power
        Act, 16 U.S.C. <section><section>824d et seq., and with Part 35 of
        Title 18 of the Code of Federal Regulations, l8 C.F.R.
        <section><section>35 et seq.

13.     All amendments to this Agreement shall be in written form executed by
        both parties.

14.     The terms and conditions of this Agreement shall be binding on the
        successors and assigns of either party.

15.     This Agreement will remain in effect for a period of two years from its
        effective date as permitted by the Federal Energy Regulatory
        Commission, and is subject to extension by mutual agreement.

        Either party may terminate this Agreement by thirty (30) days' notice
        except as is otherwise provided herein.  If this Agreement expires by
        its own terms, it shall be the Transmission Provider's responsibility
        to make such filing.

Transmission Customer:              NEPOOL Participants
                                               By (System Operator)

Name:______________________         Name:_____________________
Title:_____________________         Title:____________________
Date:______________________         Date:_____________________

<PAGE>



                           INTERIM INDEPENDENT SYSTEM OPERATOR AGREEMENT




        This Interim Independent System Operator Agreement (this "Agreement")
is made and entered into this ______ day of _________, 1997, by and between the
entities which are the participants in the New England Power Pool pursuant to
the Restated New England Power Pool Agreement dated as of September 1, 1971, as
amended and restated to date, acting herein by and through the NEPOOL
Management Committee (collectively, the "NEPOOL Participants" or "NEPOOL"), on
the one hand, and the New England ISO Corporation (the "ISO"), on the other
(each a "Party" and, together, the "Parties").

        Whereas, the NEPOOL Participants own and currently operate facilities
for the generation and transmission of wholesale electric power, and/or are
engaged in the competitive wholesale electricity market in New England; and

        Whereas, NEPOOL currently coordinates and directs the operation of the
System through a mechanism of central dispatch in order to attain maximum
practicable economy consistent with proper standards of reliability; and

        Whereas, NEPOOL desires to transfer to the ISO responsibility for,
among other things, direction and control of the operation of the System
consistent with proper standards of reliability, administration of NEPOOL's
open-access transmission tariff and administration of a power exchange,
consistent with the requirements of the Federal Energy Regulatory Commission;
and

        Whereas, NEPOOL further desires to establish a mechanism for funding
the future operations of the ISO through the imposition of certain fees on the
services provided by the ISO;

        Whereas, in order to begin such transition, NEPOOL and the ISO desire
to enter into this Agreement;

        Now, therefore, NEPOOL and the ISO, each in consideration of the mutual
agreements set forth herein, agree as follows.





<PAGE>



1.      PURPOSE

        1.1    Interim Agreement.  The purpose of this Agreement is to set
        forth the responsibilities and authority of the ISO and the services to
        be furnished to NEPOOL by the ISO, including without limitation billing
        and planning services, in connection with the transfer to the ISO of
        responsibility for the operation of the NEPOOL Control Center
        as the control center operator for the NEPOOL Control Area and the
        administration of the transmission and market arrangements under the
        Tariff and the NEPOOL Agreement.

        1.2    Final ISO Agreement.  The entering into of this Agreement by the
        ISO shall be authorized by the ISO Board upon its election.
        Thereafter, the ISO Board shall have the opportunity to negotiate such
        changes to this Agreement, if any, as it may deem appropriate.  Any
        such changes as may be agreed to by the ISO and NEPOOL shall be
        incorporated in the Final ISO Agreement.

        1.3    Interim Activities.  It is contemplated by the Parties that the
        ISO shall assume responsibility for operation of the NEPOOL Control
        Center and administration of the Tariff on or about July, 1997.
        Promptly following the execution of this Agreement, the ISO Board shall
        use its best efforts to hire a chief executive officer of the ISO (the
        "ISO Chief Executive") and additional staff as contemplated by Section
        5.3.

        1.4    ISO Independence.  In order for the ISO to achieve the requisite
        independence to carry out the purposes articulated in the preamble to
        this Agreement and in this Section, the Parties acknowledge that the
        ISO must have authority over its budget and the authority to plan for
        and operate the System in accordance with the System Rules and
        Procedures promulgated pursuant to the provisions set forth in this
        Agreement, with the concurrence of the FERC where applicable.

        1.5    Intent of the Parties.  In the event an issue arises as to the
        interpretation of a provision of this Agreement which relates to the
        extent to which the ISO is intended to operate independently, any
        ambiguity in the provision in question shall be interpreted in
        a manner that is consistent with the Parties' intent to ensure the
        independence of the ISO.

2.      DEFINITIONS

        2.1    Affiliate: When used in reference to a person or entity, means
        another person or entity which controls, is controlled by, or is under
        common control with, such person or entity.  As used in the preceding
        sentence, "control" means the possession, directly or indirectly, of
        the power to direct the management or policies of an entity.  A voting
        interest of ten percent (10%) or more creates a rebuttable presumption
        of control.





<PAGE>



        2.2    Agreement:  The agreement identified in the first paragraph of
        this document, including all schedules thereto, as the same may be
        amended or supplemented from time to time.

        2.3    Control Area:  An electric power system or combination of
        electric power systems to which a common automatic generation control
        scheme is applied in order to:

               (i)     match, at all times, the power output of the generators
                       within the electric power system(s) and capacity and
                       energy purchased from entities outside the electric
                       power system(s), with the load within the electric power
                       system(s);

               (ii)    maintain scheduled interchange with other Control Areas,
                       within the limits of Good Utility Practice;

               (iii)   maintain the frequency of the electric power system(s)
                       within reasonable limits in accordance with Good Utility
                       Practice and the criteria of the applicable regional
                       reliability council of the NERC; and

               (iv)    provide sufficient generating capacity to maintain
                       operating reserves in accordance with Good Utility
                       Practice.

        2.4    CRS:  Criteria, Rules and Standards for administration of the
        NEPOOL Agreement and operation of the System, as in effect on the date
        of this Agreement.

        2.5    Designated Generation Facilities: All generating facilities in
        the NEPOOL Control Area that are subject to central dispatch pursuant
        to Section 13 of the NEPOOL Agreement.

        2.6    Designated Transmission Facilities: All transmission facilities
        that constitute "Pool Transmission Facilities" pursuant to Section 15
        of the NEPOOL Agreement and any other transmission facilities that are
        subject to central dispatch pursuant to the NEPOOL Agreement or deemed
        necessary by the ISO following consultation with NEPOOL to carry out
        the ISO's responsibilities under this Agreement.

        2.7    Effective Date: The later of (a) _______________, 1997 and (b)
        thirty (30) days after the FERC approves, without condition or
        modification, the Parties' application under Section 203 of the Federal
        Power Act with respect to this Agreement.





<PAGE>



        2.8    FERC: The Federal Energy Regulatory Commission.

        2.9    Final ISO Agreement:  The agreement to be negotiated and entered
        into between NEPOOL on behalf of the NEPOOL Participants and the ISO
        pursuant to Section 1.2 which will supersede this Agreement.

        2.10   Force Majeure:  Any act of God, labor disturbance, act of the
        public enemy, war, insurrection, riot, fire, storm or flood, explosion,
        breakage or accident to machinery or equipment not due to lack of
        proper care or maintenance, any order, regulation or restriction
        imposed by a court or governmental military or lawfully established
        civilian authorities, or any other cause beyond a Party's control.

        2.11   Good Utility Practice:  Any practice, method, or act engaged in
        or approved by a significant portion of the electric utility industry
        during the relevant time period, or any practice, method, or act which,
        in the exercise of reasonable judgment in light of the facts
        known at the time the decision was made, could have been expected to
        accomplish the desired result at a reasonable cost consistent with good
        business practices, reliability, safety and expedition.  Good Utility
        Practice is not limited to a single, optimum practice, method or act to
        the exclusion of others, but rather is intended to include acceptable
        practices, methods, or acts generally accepted in the region.

        2.12   ISO:  New England ISO Corporation and any permitted successors
        and assigns.

        2.13   ISO Board:  The directors of the ISO who shall be selected in
        accordance with the procedures described in Sections 5.1 and 5.2.

        2.14   ISO Chief Executive: The chief executive officer of the ISO to
        be hired by the ISO Board.

        2.15   NECPUC:  The New England Conference of Public Utilities
        Commissioners, Inc.

        2.16   NEPOOL:  The New England Power Pool, the power pool created
        under and governed by the NEPOOL Agreement, and the entities
        collectively participating in the New England Power Pool.

        2.17   NEPOOL Agreement:  The Restated New England Power Pool Agreement
        dated as of September 1, 1971, as amended and restated from time to
        time, governing the relationship among the NEPOOL Participants,
        including the Tariff.





<PAGE>



        2.18   NEPOOL Control Area:  The Control Area for NEPOOL to be
        administered by, or under the direction and control of, the ISO.

        2.19   NEPOOL Control Center: The dispatching facilities used by NEPOOL
        in carrying out its responsibilities under the NEPOOL Agreement,
        consisting of certain land and a building located at One Sullivan Road,
        Holyoke, Massachusetts, together with furnishings and equipment
        contained therein.

        2.20   NEPOOL Information Policy: The CRS No. 45 establishing
        guidelines regarding the information received, created and distributed
        by the NEPOOL Participants and the ISO in connection with the
        settlement, operation and planning of the System, as the same may be
        amended or supplemented from time to time.

        2.21   NEPOOL Market:  The market for electric energy, capacity and
        certain ancillary services within the NEPOOL Control Area.

        2.22   NEPOOL Participants:  The entities (or group of entities which
        have elected to be treated as a single NEPOOL Participant pursuant to
        the NEPOOL Agreement) who from time to time are members of NEPOOL and
        parties to the NEPOOL Agreement.

        2.23   NERC: The North American Electric Reliability Council.

        2.24   Non-Participant: Any entity that is not a NEPOOL Participant
        that receives service under the Tariff.

        2.25   NPCC: Northeast Power Coordinating Council.

        2.26   NUSCO:  Northeast Utilities Service Company.

        2.27   OASIS:  The Open Access Same-Time Information System, an
        electronic bulletin board described in the Tariff.

        2.28   Operating Procedures: The detailed procedures adopted by NEPOOL
        for operation of the System as in effect on the date of this Agreement.

        2.29   Operating Year:  A calendar year.  The first Operating Year
        shall commence on the Effective Date and continue until the following
        December 31, and the last Operating Year shall conclude on the date
        that this Agreement terminates.





<PAGE>



        2.30   Party or Parties: The NEPOOL Participants, acting collectively
        through NEPOOL, and the ISO as identified in the first paragraph of
        this Agreement.

        2.31   Satellites: Those control centers now existing or to be
        established whose facilities are separate from the NEPOOL Control
        Center and which perform dispatching and other functions essential to
        the reliable operation of the System.  Satellite responsibilities
        include, but are not limited to, regional transmission security
        analysis, switching and tagging, and implementation of applicable
        System Rules and Procedures.  The locations of the Satellites as of the
        date of this Agreement are set forth on Schedule A attached hereto.

        2.32   System: Designated Generation Facilities and Designated
        Transmission Facilities.

        2.33   System Rules and Procedures: The criteria, rules, standards and
        procedures to be developed pursuant to this Agreement for operation of
        the System and administration of the transmission and market
        arrangements under the Tariff and the NEPOOL Agreement.  Upon the
        Effective Date of this Agreement, the CRS and Operating Procedures then
        in effect shall constitute the System Rules and Procedures until
        modified, replaced or supplemented pursuant to the procedures set forth
        in Section 6.17.

        2.34   Tariff:  The NEPOOL Open Access Transmission Tariff set out in
        Attachment B to the NEPOOL Agreement, as modified and amended from time
        to time, which designates the terms and conditions of non-
        discriminatory regional transmission service provided by the NEPOOL
        Participants.

3.      TERM

        The term of this Agreement shall begin on the Effective Date and
        continue until the fifth anniversary of the Effective Date, unless
        earlier superseded by the Final ISO Agreement or otherwise terminated
        in accordance with the provisions of Section 13.

4.      AGREEMENT ADMINISTRATION

        4.1    Equipment, Facilities and Personnel.  The ISO and each of the
        NEPOOL Participants, either directly or through the Satellites, shall
        maintain the necessary equipment, facilities and personnel sufficient
        for the ISO to operate the NEPOOL Control Area in accordance with
        Section 6.1, and the NEPOOL Participants to operate their Designated
        Generation and Designated Transmission Facilities in accordance with
        Section 7.1.





<PAGE>



        4.2    Representative of the ISO.  The ISO Board shall designate a
        representative (the "ISO Representative") with authority to act for the
        ISO in connection with the administration of this Agreement.

        4.3    Representatives of NEPOOL.  The NEPOOL Management Committee or
        the NEPOOL Executive Committee acting on its behalf or its designee(s)
        shall have authority to act for NEPOOL in connection with the
        administration of this Agreement.

        4.4    Consultation.  The ISO shall consult as necessary with the
        NEPOOL Executive Committee or its designee(s) in order to resolve any
        matters which may arise in connection with the services of the ISO
        under this Agreement.  Any matter which remains in dispute shall be
        resolved in accordance with the dispute resolution provisions
        referred to in Section 12.

        4.5    Joint Committees.  The NEPOOL Executive Committee and the ISO
        may from time to time form such committees as they may deem necessary
        to assist them in carrying out activities appropriate to the
        administration of this Agreement.

5.      QUALIFICATIONS OF THE ISO

        5.1    ISO Board: (a) Except for the ISO Chief Executive who shall
        serve as a member of the ISO Board as provided in Section 5.2, the
        initial members of the ISO Board shall be nominated by a Nominating
        Committee to be established by the NEPOOL Executive Committee
        reflecting the diversity of the NEPOOL Participants.  The Nominating
        Committee shall be composed of ten members, with two members to be
        drawn from each of the following groups of NEPOOL Participants:

               (i)     investor-owned utilities whose voting shares under the
                       NEPOOL Agreement equals or exceeds 3% of the aggregate
                       voting shares of all NEPOOL Participants under the
                       NEPOOL Agreement;
               (ii)    investor-owned utilities whose voting shares under the
                       NEPOOL Agreement constitute less than 3% of the
                       aggregate voting shares of all NEPOOL Participants under
                       the NEPOOL Agreement;
               (iii)   municipally-owned and cooperatively-owned utilities;
               (iv)    non-utility generators;
               (v)     power marketers, brokers and load aggregators.





<PAGE>



        The Nominating Committee shall give notice to and invite the
        participation of a representative or representatives of NECPUC as a
        non-voting member at all meetings of Nominating Committee.

        (b)    The Nominating Committee shall appoint a sub-committee from
        among its members (the "Steering Committee") to work with an executive
        search firm to review the qualifications of and pre-screen potential
        candidates for the ISO Board.  The candidates shall be identified by
        the executive search firm or otherwise brought to the attention of
        the Steering Committee.  The Steering Committee shall recommend to the
        Nominating Committee a pool of qualified candidates so pre-screened by
        the Steering Committee.  The Steering Committee shall give notice to
        and invite the participation of a representative or representatives of
        NECPUC as a non-voting member at all meetings of the Steering
        Committee.

        (c)    The nine members of the ISO Board other than the ISO Chief
        Executive shall be elected by the NEPOOL Executive Committee from and
        out of a slate of no fewer than 15 candidates nominated by the
        Nominating Committee.  The NEPOOL Executive Committee shall give notice
        to and invite the participation of a representative or representatives
        of NECPUC as a non-voting member at the meeting held to elect the
        independent directors.

        (d)    Subsequent directors shall be elected by a majority of the
        directors then in office, in accordance with procedures set forth in
        the Certificate of Incorporation of the ISO.

        (e)    The ISO Board shall elect from among its members a Chair of the
        ISO Board; provided, however, that the ISO Chief Executive shall not be
        eligible for election as the Chair.  The Chair shall serve in
        accordance with the By-laws of the ISO and shall preside at all
        meetings of the ISO Board.

        5.2    Composition.  The ISO Board shall be composed of ten members,
        and no director shall be affiliated with any NEPOOL Participant or
        other market participant in the NEPOOL Control Area.  The ISO Chief
        Executive shall, by virtue of his office, serve as a member of the ISO
        Board with full voting rights as a director.  The remaining nine
        members shall possess a cross-section of skills and experience (such
        as, for purposes of illustration but not by way of mandate or
        limitation, experience in FERC electric regulatory affairs, electric
        utility management, corporate finance, bulk power systems, human
        resource administration, power pool operations, public policy, consumer
        advocacy, environmental affairs, business management and information
        systems), to ensure that the ISO has sufficient knowledge and expertise
        to perform its obligations under this Agreement.  At least three of the
        directors shall have prior relevant experience





<PAGE>



        in the electric industry.  In addition, to ensure sensitivity to
        regional concerns, strong preference shall be given to electing members
        from New England to the extent qualified candidates are available and
        such representation can be accomplished consistent with the ISO's
        conflict of interest policy.

        5.3    ISO Staff.  The ISO shall maintain a staff of employees
        sufficient in number, skill, training and knowledge to satisfy its
        obligations under this Agreement.  In addition to such additional staff
        as the ISO may deem reasonably necessary to perform its obligations
        under this Agreement, it is contemplated by the Parties that the
        existing NEPOOL staff, who are currently employed by NUSCO and provide
        services to NEPOOL pursuant to a service agreement with NEPOOL, will be
        offered employment by the ISO.  Until such employment by the ISO, the
        NEPOOL staff will continue to operate the NEPOOL Control Center and
        administer the Tariff pursuant to a service agreement to be entered
        into between the ISO and NUSCO.

        5.4    Conflict of Interest Policy.  (a) The ISO shall adopt and
        enforce a conflict of interest policy which shall comply with the
        requirements of FERC Order 888.

        (b)    The ISO as a corporate entity shall not have any financial
        interest in the economic performance of any NEPOOL Participant or any
        other market participant in the NEPOOL Control Area or any Affiliate of
        either, nor shall it engage in any transactions, directly or
        indirectly, for its own account in the NEPOOL Market.

        5.5    Non-Profit Entity.  (a)  The ISO shall exist as a non-profit
        corporation and shall not perform any services other than the services
        contemplated by this Agreement and related activities without the prior
        written consent of NEPOOL, which consent shall not be unreasonably
        withheld.  It is understood and agreed that the provisions of this
        Section 5.5 are not intended to preclude or limit the ability of the
        ISO to deal with Non-Participants in performing its duties under this
        Agreement and the Tariff.

        (b)    If the ISO desires to engage in any activity which in its
        reasonable judgment is a significant related activity not contemplated
        by this Agreement, the ISO shall give written notice of its intention
        to engage in such related activity to the NEPOOL Executive Committee.
        The NEPOOL Executive Committee shall have thirty (30) days to
        determine whether it concurs in the judgment of the ISO that the
        proposed activity is a "related activity" as contemplated in
        subparagraph (a) above.  If the NEPOOL Executive Committee disagrees
        with the determination of the ISO, it shall give written notice of its
        disagreement to the ISO within such thirty (30) day period, and the ISO
        shall refrain from engaging in such activity pending resolution of the
        dispute in accordance with the dispute resolution procedures described
        in Section 12.1.





<PAGE>

                                               - 12 -                  (Revised)


        5.6    Advisory Committee.  (a)  The ISO Board shall establish and
        appoint the members of an Advisory Committee.  The purpose of the
        Advisory Committee shall be to provide information, feedback and
        assistance to the ISO Board on matters relating to the operation of
        this Agreement and the NEPOOL Market.  The Advisory Committee
        shall not have oversight responsibilities with respect to decisions of
        the ISO Board but rather shall serve as an information resource to the
        Board and a vehicle to provide the viewpoints of a broad spectrum of
        parties with an interest in the NEPOOL Market.  The Advisory Committee
        shall be composed of approximately 20 members representing a
        broad spectrum of interests, including for purposes of illustration but
        not by way of mandate or limitation individuals representing the
        following viewpoints:

        (i)    New England state regulatory;
        (ii)   New England residential consumer;





<PAGE>


        (iii)  New England commercial or industrial consumer;
        (iv)   environmental;
        (v)    public interest;
        (vi)   municipal government;
        (vii)  NEPOOL Market participants;
        (viii) economic;
        (ix)   engineering;
        (x)    academia.

        (b)    The ISO Board shall establish Bylaws for the Advisory Committee
        providing for, among other things, the appointment of a Chair and
        requiring not less than one meeting a year between the ISO Board and
        the Advisory Committee.  The ISO shall provide the Advisory Committee
        with such administrative support as may be necessary for the
        committee to perform its functions as delineated by the ISO Board.  The
        Advisory Committee shall have no staff or budget and the members shall
        serve without pay, provided, however, that the ISO shall reimburse
        Advisory Committee members for reasonable out-of-pocket expenses
        incurred in attending committee meetings.

6.      RIGHTS AND OBLIGATIONS OF THE ISO

        6.1    Operation of the System.  The ISO shall serve as the operator of
        the NEPOOL Control Area and assume responsibility for the continued
        operation of the NEPOOL Control Center, consistent with the terms of
        this Agreement, the NEPOOL Agreement and the Tariff, the System Rules
        and Procedures, Good Utility Practice and applicable laws and
        regulations.

        6.2    Administration of Transmission and Market Arrangements.  The ISO
        shall administer the transmission and market arrangements in accordance
        with the Tariff, the NEPOOL Agreement and the System Rules and
        Procedures.

        6.3    System Planning.  The ISO shall have the authority to
        independently conduct System assessment and planning as it may deem
        necessary, and shall convey its findings and recommendations to NEPOOL.
        The ISO may propose or adopt such new System Rules or Procedures as it
        may deem necessary or desirable to implement any such recommendations,
        subject to and in accordance with the procedures set forth in Section
        6.17.  The ISO shall also conduct such System assessment and planning
        as may be requested by NEPOOL.

        6.4    Market Assessment.  The ISO shall have the authority to
        independently assess the competitiveness and efficiency of the NEPOOL
        Market and shall convey its findings





<PAGE>



        and recommendations to NEPOOL.  The ISO may propose or adopt such new
        System Rules or Procedures as it may deem necessary or desirable to
        implement any such recommendations, subject to and in accordance with
        the procedures set forth in Section 6.17

        6.5    Facilities and Equipment.  (a) The ISO shall have the right to
        use such facilities, equipment and software as are currently used by
        NEPOOL in directing the operation of the System, including without
        limitation the NEPOOL Control Center, to enable the ISO to perform its
        obligations under this Agreement.  The ISO shall maintain and care for,
        insure as appropriate, and pay any property taxes relating to the
        assets made available for its use.  If the ISO determines a need for
        additional facilities or equipment to carry out its responsibilities
        under this Agreement (such as, for purposes of illustration, computer
        equipment, but not including transmission facilities or generating
        units), the ISO shall request funding for such equipment or facilities
        in its budget as provided in Sections 8.2 and 8.5.

        (b)    All land, structures, fixtures, equipment and facilities, and
        other capital assets, and all software and other intellectual property
        or rights to intellectual property or other assets, acquired or
        developed by the ISO in order to carry out its responsibilities under
        this Agreement shall be the property of the NEPOOL Participants or
        shall be acquired by the NEPOOL Participants under lease in accordance
        with arrangements approved by the NEPOOL Management Committee.  The ISO
        shall refrain from any action that would create any lien, security
        interest or encumbrance of any kind upon the facilities, equipment or
        other assets of any NEPOOL Participant, or upon anything that becomes
        affixed to such facilities, equipment or other assets.  Upon the
        request of any NEPOOL Participant, the ISO (i) shall provide a written
        statement that it has taken no action that would create any such lien,
        security interest or encumbrance, and (ii) shall take all actions
        within the control of the ISO, at the direction and expense of the
        requesting NEPOOL Participant, required for compliance by such NEPOOL
        Participant with the provisions of its mortgage relating to such
        facilities, equipment or other assets.

        6.6    System Reliability.  The ISO shall have primary responsibility
        for ensuring short-term reliability of the System consistent with the
        applicable standards set by NERC and the NPCC.  The ISO may direct any
        NEPOOL Participant to take any action necessary to preserve the
        reliable operation of the NEPOOL Control Area under the circumstances
        and in the manner set forth in the Tariff and the System Rules and
        Procedures.

        6.7    Emergency Power.  The ISO shall have authority for and on behalf
        of NEPOOL to enter into arrangements to procure emergency power under
        the conditions set forth in





<PAGE>



        the NEPOOL Agreement and the System Rules and Procedures and in
        applicable interconnection agreements.

        6.8    Maintenance Scheduling.  The ISO shall be responsible for
        overseeing the scheduling of maintenance of the Designated Transmission
        Facilities and the Designated Generation Facilities in conformance with
        the System Rules and Procedures.

        6.9    System Restoration.  In the event that a System shutdown occurs
        affecting all or part of the NEPOOL Control Area, the ISO shall, in
        accordance with the System Rules and Procedures, coordinate the
        restoration of service in conjunction with the Satellites and other
        NEPOOL Participant control centers.

        6.10   Interconnection Contracts.  The ISO shall administer the
        interconnection contracts with utilities and other entities outside of
        the NEPOOL Control Area.

        6.11   Satellites.  The Parties contemplate that eventually many, if
        not all, of the operational and competitive functions performed by the
        Satellites will be transferred to the ISO.  However, because of the
        significant complexity, reliability implications and cost involved in
        making this transfer, the Satellites will remain in existence for at
        least the next few years with the transfer date to be determined by the
        ISO.  In performing its obligations hereunder, the ISO shall have the
        authority to direct and oversee the operation of the Satellites.  The
        Satellites and the personnel who operate the Satellites shall be
        subject to appropriate standards of conduct complying with FERC Order
        889, and the ISO shall have the authority and responsibility for
        monitoring compliance by the Satellites with such standards of conduct
        while competitive functions exist at the Satellites.

        6.12   Dissemination of Information.  The ISO shall disseminate
        information furnished to it by NEPOOL Participants consistent with the
        NEPOOL Information Policy and the employee code of conduct referred to
        in Section 6.14, and shall maintain the confidentiality of such
        information in accordance with the provisions of such policy.

        6.13   OASIS.  The ISO shall continue to develop, maintain and operate
        an OASIS consistent with the requirements of applicable laws and
        regulations.

        6.14   Code of Conduct.  The ISO shall develop and implement an
        employee code of conduct that at a minimum complies with the
        requirements of FERC Order 889.

        6.15   Annual Report and Performance Audit.  The ISO shall prepare and
        submit to NEPOOL an annual report on its performance under this
        Agreement and cooperate in the




<PAGE>



        conduct of a periodic audit of its performance.  The audit shall be
        conducted by an independent third party to be chosen by mutual
        agreement of the Parties, and shall be conducted at such intervals as
        shall be determined by the NEPOOL Executive Committee, but no more
        frequently than every three years unless a specified issue has
        been identified for audit by the NEPOOL Executive Committee.

        6.16   Financial Statements.  The ISO shall deliver to NEPOOL as soon
        as available but in any event within ninety (90) days after the end of
        each calendar year audited financial statements for such year for the
        ISO, duly certified by independent public accountants of national
        recognized standing.

        6.17   System Rules and Procedures.  (a)   The ISO shall initially
        operate the NEPOOL Control Center in accordance with the CRS and
        Operating Procedures as currently in effect.  The ISO may propose or
        implement such changes to the CRS and Operating Procedures as it may
        deem necessary or advisable in connection with the performance of its
        obligations under this Agreement in accordance with the procedures
        set forth in this Section 6.17.

        (b)    NEPOOL and the ISO shall have joint responsibility to develop
        such new System Rules and Procedures as may be necessary to allow the
        ISO to carry out its obligations under this Agreement.  The System
        Rules and Procedures will in the ordinary course be developed through
        the appropriate NEPOOL Committees, and the ISO will participate in
        the development of these System Rules and Procedures or changes thereto
        through representation on the NEPOOL Executive Committee and each of
        NEPOOL's Market Reliability Planning, Regional Transmission Planning,
        Regional Market Operations and Regional Transmission Operations
        Committees, respectively, as provided in the NEPOOL Agreement.  The ISO
        shall have the right to initiate rulemaking at any time on any matter
        through its representatives on the NEPOOL Committees.

        (c)    If the applicable NEPOOL Committee fails to adopt a System Rule
        or Procedure or change thereto proposed by the ISO, the ISO shall have
        the right to appeal the action of such NEPOOL Committee to the NEPOOL
        Management Committee.  Such appeal shall be taken prior to the end of
        the tenth business day following the meeting of the NEPOOL Committee to
        which the appeal relates by giving to the Secretary of the NEPOOL
        Management Committee a signed and written notice of appeal and by
        mailing a copy of the notice to each member of the Management
        Committee.  Unless the NEPOOL Management Committee otherwise acts
        within sixty (60) days of such notice, the System Rule or Procedure or
        change thereto proposed by the ISO will be deemed approved by the
        NEPOOL Management Committee.  If the NEPOOL Management Committee denies
        the appeal of the ISO, the ISO may next submit the matter to the ISO





<PAGE>

                                               - 14 -                  (Revised)


Board for determination.  The ISO shall give notice of any such submission to
the Secretary of the NEPOOL Management Committee within ten days of the action
of the NEPOOL Management Committee and shall mail a copy of such notice to each
member of the NEPOOL Management Committee.  Unless the ISO Board acts within
sixty (60) days of such notice, the NEPOOL Management Committee action will be
deemed approved.  If the ISO Board determines within such period that the
System Rule or Procedure or change should be adopted, then the System Rule or
Procedure or





<PAGE>



        change, as applicable, proposed by the ISO may be implemented by the
        ISO sixty (60) days following delivery to the NEPOOL Management
        Committee of notice of the ISO Board determination, subject to approval
        by the FERC if required by applicable law or regulation.  If the ISO so
        implements such new System Rule or Procedure or change, then the NEPOOL
        Management Committee may (i) request that the matter be submitted
        to the dispute resolution process contained in Section 21.1 of the
        NEPOOL Agreement or (ii) submit the decision of the ISO Board directly
        to the FERC.  The new System Rule or Procedure or change shall continue
        in effect during the foregoing process.  If NEPOOL and the ISO agree to
        invoke the dispute resolution procedures and the ISO is not satisfied
        with the result following that process, then notwithstanding anything
        to the contrary set forth in Section 21.1 of the NEPOOL Agreement, the
        ISO may promptly notify NEPOOL of its disagreement and in such event
        the new System Rule or Procedure or change shall continue to remain in
        effect.  Upon receipt of any such notice from the ISO, NEPOOL may then
        submit the matter to the FERC for final resolution.

        (d)    In addition to the rights of the ISO described in subparagraph
        (c), the ISO shall have the right to appeal any other actions of any
        NEPOOL Committee in the rulemaking process to the NEPOOL Management
        Committee.  Such appeal shall be taken prior to the end of the tenth
        business day following the meeting of the NEPOOL Committee to
        which the appeal relates by giving to the Secretary of the NEPOOL
        Management Committee a signed and written notice of appeal and by
        mailing a copy of the notice to each member of the Management
        Committee.  In the event the dispute resolution procedures described in
        this subparagraph (d) have been invoked, the action of the NEPOOL
        Committee subject to the dispute shall be suspended indefinitely
        pending resolution of the dispute.  If the NEPOOL Management Committee
        denies the appeal of the ISO or takes action on any rulemaking issue
        either sua sponte or on appeal from any other NEPOOL Participant and
        the ISO is not in agreement with such action, the ISO may next submit
        the matter to the ISO Board for determination.  The ISO shall give
        notice of any such submission to the Secretary of the NEPOOL Management
        Committee within ten days of the action of the NEPOOL Management
        Committee and shall mail a copy of such notice to each member of the
        NEPOOL Management Committee.  Unless the ISO Board acts within sixty
        (60) days of such notice, the NEPOOL Management Committee action will
        be deemed approved.  If the ISO Board decides within such period
        against NEPOOL, then the NEPOOL Management Committee may (i)request
        that the matter be submitted to the dispute resolution process
        contained in Section 21.1 of the NEPOOL Agreement or (ii)submit the
        decision of the ISO Board directly to the FERC.  If NEPOOL and the ISO
        agree to invoke the dispute resolution procedures and the ISO is
        not satisfied with the result following that process, then
        notwithstanding anything to the contrary set forth in Section 21.1 of
        the NEPOOL Agreement, the ISO may promptly notify NEPOOL of its
        disagreement, and in such event the action of the NEPOOL Committee in
        question shall continue to be suspended.  Upon receipt of any such
        notice from the ISO, NEPOOL may then submit the matter to the FERC for
        final resolution.




<PAGE>




        (e)    If the ISO determines in good faith that (i) the failure to
        immediately implement a new System Rule or Procedure or a modification
        to the existing System Rules or Procedures would substantially and
        adversely affect (A) System reliability or security, or (B) the
        competitiveness or efficiency of the NEPOOL Market, and (ii) invoking
        the rulemaking procedures of the relevant NEPOOL Committee would not
        allow for timely redress of the ISO's concerns, the ISO may promulgate
        and implement such new or modified System Rule or Procedure
        unilaterally upon written notice to the NEPOOL Executive Committee,
        subject to approval by the FERC, if required.

        (f)    In the event the ISO promulgates a new or modified System Rule
        or Procedure under the circumstances set forth in subparagraph (e)
        above and the NEPOOL Executive Committee does not object to such System
        Rule or Procedure or change within sixty (60) days of receipt of
        notification from the ISO, the System Rule or Procedure or change, as
        applicable, will be deemed accepted by NEPOOL.

        (g)    If the NEPOOL Executive Committee does not agree to the new
        System Rule and Procedure or the modification promulgated by the ISO
        pursuant to subparagraph (e), the NEPOOL Executive Committee and the
        ISO shall attempt in good faith to reach agreement on the issue in
        dispute as soon as practicable.  The NEPOOL Executive Committee may (i)
        request that the matter be submitted to the dispute resolution process
        contained in Section 21.1 of the NEPOOL Agreement at any time during
        this process, or (ii)submit the actions of the ISO directly to the
        FERC.  If NEPOOL and the ISO agree to invoke the dispute resolution
        procedures and the ISO is not satisfied with the result following that
        process, then notwithstanding anything to the contrary set forth in
        Section 21.1 of the NEPOOL Agreement, the ISO may promptly notify
        NEPOOL of its disagreement, and in such event the new System Rule or
        Procedure or change shall continue to remain in effect.  Upon receipt
        of any such notice from the ISO, NEPOOL may then submit the matter to
        the FERC for final resolution.  Any System Rule and Procedure or change
        implemented by the ISO shall remain in effect pending resolution of
        the dispute.

        (h)    The Parties understand and agree that the System Rules and
        Procedures adopted pursuant to this Agreement shall be consistent with
        the standards adopted by the NERC and the NPCC or any successor to
        either.

        (i)    The ISO shall have sole authority to interpret and implement the
        System Rules and Procedures developed pursuant to this Section 6.17 as
        it performs its operating responsibilities under this Agreement.




<PAGE>



        6.18   Subcontractors and Consultants. The ISO may engage
        subcontractors and consultants in the performance of its obligations
        under this Agreement when it determines that the use of such
        subcontractors or consultants is appropriate; provided, however, that
        the ISO shall not subcontract the whole or a substantial portion of its
        obligations under this Agreement and any subcontract entered into by
        the ISO shall not release the ISO from its obligations under this
        Agreement.  Except as provided in Section 5.3, the ISO shall not
        subcontract with or procure any goods or services from any NEPOOL
        Participant or any Affiliate of the ISO or any NEPOOL Participant
        unless it has solicited bids for such subcontract or goods for services
        through an open and competitive process.  All procurement procedures
        and protocols developed by the ISO shall be made publicly available.

7.      RIGHTS AND OBLIGATIONS OF NEPOOL AND THE NEPOOL PARTICIPANTS

        7.1    Operation of Facilities.  The NEPOOL Participants shall operate
        their Designated Generation Facilities, Designated Transmission
        Facilities and Satellites in accordance with the NEPOOL Agreement and
        the Tariff, the System Rules and Procedures, Good Utility Practice and
        applicable laws and regulations, including the ISO's directions
        pursuant to this Agreement.

        7.2    Provision of Information.  The NEPOOL Participants shall provide
        the ISO with any and all information within their custody or control
        that the ISO deems necessary to perform its obligations under this
        Agreement, subject to applicable confidentiality limitations contained
        in the NEPOOL Information Policy.

        7.3    Development of System Rules and Procedures.  The NEPOOL
        Participants shall participate in developing the System Rules and
        Procedures necessary to allow the ISO to carry out its obligations
        under this Agreement in the manner described in Section 6.17.

        7.4    Payment for Services.  The NEPOOL Participants shall pay the ISO
        for services provided pursuant to the terms of this Agreement.

        7.5    Payment for Audits.  NEPOOL shall bear all costs of the audits
        of the ISO and its financial statements pursuant to Sections 6.15 and
        6.16 of this Agreement.

        7.6    Emergency Actions.  The NEPOOL Participants shall follow the
        directions of the ISO to take actions necessary to preserve the
        reliable operation of the NEPOOL




<PAGE>



        Control Area under the emergency and other conditions set forth in the
        Tariff and the System Rules and Procedures.

        7.7    Response to ISO Assessment.  NEPOOL shall respond in writing to
        any findings and recommendations conveyed by the ISO to the NEPOOL
        which result from any assessment of the System or the functioning of
        the NEPOOL Market undertaken by the ISO pursuant to Sections 6.3 and
        6.4 within sixty (60) days of receipt by NEPOOL of such findings.

8.      ISO BUDGET

        8.1    First Operating Year.  The budget for the first Operating Year
        shall be as set forth in Schedule B.

        8.2    Preparation of Annual Budget.  Seventy-five (75) days before the
        start of each Operating Year after 1997, the ISO shall prepare and
        submit to the NEPOOL Executive Committee a budget approved by the ISO
        Board for the upcoming Operating Year.  The budget shall contain
        separate sections for the ISO's (i) operating expenses, (ii) proposed
        capital expenses, if any, and (iii) other extraordinary nonrecurring
        expenses, if any.  To the extent that any proposed capital or other
        extraordinary expenses involve commitments which extend beyond the next
        Operating Year, the budget shall contain the projected expenses
        including carrying charges for the length of the project.

        8.3    Review of Budget.  The NEPOOL Executive Committee shall review
        and comment on the proposed budget no later than forty-five (45)days
        before the start of the Operating Year.  The NEPOOL Executive Committee
        shall afford the ISO representative on such committee the opportunity
        to fully present the ISO's budget recommendations to the NEPOOL
        Executive Committee and shall give due consideration to such
        recommendations.  Subject to the provisions of Sections 8.4, 8.5 and
        8.6, the final budget shall be as agreed to by the NEPOOL Executive
        Committee, with the approval of the NEPOOL Management Committee, and
        the ISO.

        8.4    Budget Disputes.  If NEPOOL and the ISO cannot reach agreement
        by the first day of December in the then current Operating Year as to
        the budget, the final operating budget for the then current Operating
        Year shall remain in effect, as adjusted by multiplying the current
        budget by a reference index, and any previously approved capital
        expenditures and appropriate carrying charges shall continue to be
        authorized and funded; provided, however, that there shall be excluded
        from the roll-over budget any capital expenses, carrying charges or
        other extraordinary or nonrecurring expenses incurred by the ISO during
        the current Operating Year but not previously approved for




<PAGE>



        the next Operating Year.  Such reference index shall be the average
        quarterly escalation rate over the four previous calendar quarters
        determined based on the Employment Cost Index - Compensation of Private
        Industry Workers, White Collar Occupations as published by the Bureau
        of Labor Statistics, U.S. Department of Labor, in "U.S. Department of
        Labor News", Table3 (ECI - WCO).  In the event the Employment Cost
        Index - Compensation of Private Industry Workers, White Collar
        Occupations is no longer published, a mutually agreed upon index shall
        be adopted.

        8.5    Changes to the Budget.  The ISO shall use all reasonable efforts
        to anticipate its funding needs for each Operating Year in connection
        with the preparation and submission of its proposed budget as provided
        in Section 8.2 above.  Notwithstanding the foregoing, the ISO may, at
        any time, request an adjustment to its then current budget to
        address unanticipated events, including, but not limited to, events of
        Force Majeure.  If the ISO in its reasonable judgment determines that
        the unanticipated event constitutes an urgent matter which requires
        prompt redress, NEPOOL shall fund the budget request subject to the
        right of NEPOOL to subsequently submit any item in dispute to the
        dispute resolution procedures described in Section 12.1.

        8.6    Dispute Resolution.  In the event the NEPOOL Executive Committee
        and the ISO are unable to reach agreement on the proposed budget for
        the next operating year or any change in the budget for the current
        year or the NEPOOL Management Committee fails to approve the budget or
        change in accordance with Section 8.3, then in addition to following
        the procedures set forth in Sections 8.4 and 8.5, the dispute shall be
        resolved in accordance with the dispute resolution procedures described
        in Section 12.1.

        8.7    New Initiatives:   The Parties contemplate that the Final ISO
        Agreement will contain additional provisions to be negotiated by the
        ISO Board and NEPOOL to address the manner in which new initiatives by
        the ISO requiring the expenditure of funds not previously agreed to by
        the ISO and NEPOOL will be authorized and approved.  Under this
        Agreement, except as otherwise provided in this Section 8, any new
        spending initiatives proposed by the ISO are subject to the approval of
        NEPOOL, and disagreements between the ISO and NEPOOL with respect to
        such initiatives must be resolved in accordance with the dispute
        resolution procedures described in Section 12.1.  Prior to the entering
        into of the Final ISO Agreement, NEPOOL will seek guidance from
        the FERC as to the appropriateness of continuing NEPOOL's approval
        right as to this type of expenditure and possible alternative
        mechanisms, including without limitation the possible role of the FERC
        as the avenue of first resort by the ISO for authorization of
        new spending initiatives.




<PAGE>



        8.8    Obligation to Pay.  NEPOOL shall pay the ISO for its expenses as
        set forth in the then current budget.  The ISO shall bill NEPOOL for
        such expenses monthly in advance.  The ISO's expenses shall be
        allocated among the NEPOOL Participants in accordance with the
        provisions of the NEPOOL Agreement, and the ISO shall prepare
        and send to each NEPOOL Participant an individual statement covering
        its allocable share of the ISO's expenses in accordance with the
        billing procedures set forth in Section 9.2.  The ISO shall reconcile
        its actual expenses against budgeted expenses no less frequently than
        quarterly, and may make such adjustments to its billing cycle as may be
        reasonably necessary to ensure that the ISO has sufficient working
        capital to carry on its operations under this Agreement.

        8.9    Fees for Scheduling, System Control and Dispatch Service.
        Schedule 1 to the Tariff requires transmission customers to purchase
        scheduling, system control and dispatch services from the ISO in
        connection with the purchase of transmission service under the Tariff.
        Charges for scheduling, system control and dispatch service are to be
        based on the rate set forth on Schedule 1 to the Tariff.  The ISO shall
        apply the amounts received by it for such ancillary services which are
        attributable to the ISO's expenses toward such expenses, and shall
        reduce the amounts to be billed to NEPOOL for its expenses under
        Section 8.8 by the amounts so received.  Direct payment to the ISO of
        such charges shall be limited to Through or Out Service, as defined in
        the Tariff, for an initial period not exceeding six months.
        Thereafter, Regional Network Service, as defined in the Tariff, shall
        also pay such charges directly to the ISO.

        8.10   Additional ISO Surcharges.  The budgeting process in this
        Agreement contemplates that the ISO will be compensated by NEPOOL for
        the costs incurred or to be incurred by the ISO in performing its
        obligations hereunder, and that subject to the offset described in
        Section 8.9, such costs will be allocated to the NEPOOL Participants
        in accordance with the provisions of the NEPOOL Agreement.  The Parties
        intend to develop a plan for funding the maximum practicable level of
        costs of the ISO through the imposition of additional fees on the
        services provided by the ISO.  The Parties shall conclude their plan
        for such transaction based fees on or before the first anniversary of
        the Effective Date, and take all necessary steps to seek authorization
        from the FERC to implement such fees.

9.      BILLING SERVICES

        9.1    Billing Agent.  NEPOOL hereby appoints the ISO and the ISO
        agrees to act as billing agent for NEPOOL in respect of amounts to be
        collected from or disbursed to NEPOOL Participants and Non-Participants
        under the NEPOOL Agreement and the Tariff.




<PAGE>



        9.2    Monthly Billing.  The ISO shall prepare an itemized statement no
        less frequently than once a month for each NEPOOL Participant, setting
        forth the amounts owed to the ISO pursuant to Section 8.8 and the other
        amounts, if any, to be collected from or disbursed to such NEPOOL
        Participant by the ISO as billing agent under this Agreement.
        Billings to Non-Participants for services received under the Tariff
        shall be made in accordance with the billing procedures established
        under the Tariff.

        9.3    Payment Disputes.  If a NEPOOL Participant disagrees with any
        amount set forth in a statement from the ISO, that NEPOOL Participant
        shall promptly notify the ISO and the ISO shall attempt to resolve such
        disagreement with that NEPOOL Participant.  If the disagreement cannot
        be resolved by the NEPOOL Participant and the ISO, the ISO shall refer
        the matter to the NEPOOL Executive Committee for resolution.
        If the ISO disagrees with the resolution by the NEPOOL Executive
        Committee, it may submit the dispute to resolution under Section 12.1
        of this Agreement.  If the NEPOOL Participant disagrees with the
        resolution by the NEPOOL Executive Committee, it may submit the dispute
        to resolution under the dispute resolution procedures of the NEPOOL
        Agreement.  Notwithstanding a NEPOOL Participant's disagreement with
        any amount set forth in a statement from the ISO, that NEPOOL
        Participant shall (i) pay when due all amounts not in dispute and (ii)
        pay into an independent escrow account the portion of the invoice in
        dispute, pending resolution of the dispute, in accordance with the
        procedures established pursuant to Section 21.2 of the NEPOOL
        Agreement.

        9.4    Failure to Pay. If a NEPOOL Participant fails to pay the ISO any
        amount set forth on the monthly statement prepared by the ISO when due,
        the ISO shall provide notice to such NEPOOL Participant of the non-
        payment, with a copy to the NEPOOL Executive Committee or its designee.
        The NEPOOL Executive Committee may take such measures as may be
        permitted under the NEPOOL Agreement to collect such overdue payment
        from the defaulting NEPOOL Participant. If the non-payment relates to
        an amount payable under Section 8.8, the ISO may make such pro rata
        adjustments to the statements of the other NEPOOL Participants as may
        be required to hold the ISO harmless from the effects of such non-
        payment.

10.     LIABILITY, INDEMNIFICATION AND INSURANCE

        10.1   Liability of ISO.  The ISO shall not be liable to the NEPOOL
        Participants for actions or omissions by the ISO in performing its
        obligations under this Agreement, provided it has not willfully
        breached this Agreement or engaged in willful misconduct.




<PAGE>



        10.2   Liability of NEPOOL Participants.  The NEPOOL Participants shall
        not be liable to the ISO for a failure to perform under the terms of
        this Agreement, unless that failure to perform was a willful breach of
        this Agreement.

        10.3   Limitation of Liability.  In no event shall either Party to this
        Agreement be liable to the other Party for any incidental,
        consequential, multiple or punitive damages, loss of revenues or
        profits, attorneys fees or costs arising out of, or connected in any
        way with the performance or non-performance of this Agreement.

        10.4   Indemnification.  NEPOOL shall indemnify, defend and save
        harmless the ISO and its directors, officers, members, employees and
        agents from any and all damages, losses, claims and liabilities by or
        to third parties arising out of or resulting from the performance by
        the ISO under this Agreement or the actions or omissions of the
        NEPOOL Participants in connection with this Agreement, except in cases
        of gross negligence or willful misconduct by the ISO or its directors,
        officers, members, employees or agents.

        10.5   Insurance.  The ISO shall procure or cause to be procured and
        shall maintain in full force and effect at all times during the term of
        this Agreement, all insurance required by applicable laws or
        regulations and customary in the electric utility industry through
        insurance policies with responsible insurance companies authorized to
        do business in the United States in such amounts and for such coverages
        and upon such terms as agreed to through the process of approving the
        ISO's budget.

11.     FORCE MAJEURE

        11.1   Obligations Excused.  A Party's obligations under this Agreement
        shall be excused (except for its payment obligations) to the extent and
        for the period that the Party's inability to perform is caused by an
        event of Force Majeure affecting the Party, and only to the extent of
        the duration of the same, provided that the Party claiming Force
        Majeure shall make all reasonable efforts to cure, mitigate or remedy
        the effects of the Force Majeure event. Nothing herein shall be
        construed to require either Party to settle a labor dispute.

        11.2   Notice of Event.  The Party claiming a Force Majeure event shall
        give prompt notice in writing to the other Party of the commencement of
        the Force Majeure event.




<PAGE>



12.     DISPUTE RESOLUTION

        12.1   Mediation and Arbitration.  Any dispute between the Parties to
        this Agreement arising out of or related to this Agreement shall be
        referred (i) by the ISO, to a  representative or representatives
        designated by the Board of Directors of the ISO, and (ii) by NEPOOL, to
        a representative or representatives designated by the NEPOOL
        Executive Committee, for informal resolution as soon as is practicable.
        If the designated representatives are unable to informally resolve the
        dispute within thirty days of having it referred to them, either Party
        to the dispute may elect to submit the dispute to mediation,
        and/or arbitration to be resolved in accordance with the dispute
        resolution procedures set forth in Section 21.1 of the NEPOOL
        Agreement.  The provisions of such Section 21.1 are hereby incorporated
        by reference herein, provided that the term "Participant" as used
        therein shall be deemed for purposes of the dispute resolution
        procedures to include the ISO.  It is understood and agreed that the
        dispute resolution procedures set forth in Section 21.1 of the NEPOOL
        Agreement may be invoked by either Party to resolve a dispute under
        this Agreement whether or not the matter subject to the dispute is
        specified in Section 21.1A of the NEPOOL Agreement.

        12.2   FERC Jurisdiction.  Nothing in this Agreement shall restrict the
        rights of the Parties to file a complaint with or submit any action to
        the FERC under relevant provisions of the Federal Power Act, nor shall
        anything in this section or elsewhere in the Agreement affect the
        jurisdiction of the FERC over matters arising under this Agreement.

13.     ISO TERMINATION OR RESIGNATION

        13.1   ISO Default.  In the event that the NEPOOL Executive Committee
        determines that the ISO has failed, for any reason other than Force
        Majeure or the non-performance by NEPOOL Participants of their duties
        and obligations under this Agreement, to perform under this Agreement
        in a satisfactory fashion, the NEPOOL Executive Committee shall attempt
        to resolve the performance problem informally with the ISO Chief
        Executive.  In the event that such informal efforts to resolve such
        performance problem are unsuccessful, the Chair of the NEPOOL Executive
        Committee shall put the NEPOOL Executive Committee's concerns in
        writing and shall submit a written request to the ISO Board asking that
        the ISO Board take appropriate action to resolve the performance
        problem.  The ISO Board shall have 60 days to resolve the performance
        problem to the satisfaction of the NEPOOL Executive Committee or to
        submit the problem for resolution in accordance with the dispute
        resolution procedures set forth in Section 12.1.




<PAGE>



        13.2   Removal Vote. (a)  In the event the ISO Board fails to satisfy
        the concerns submitted to it pursuant to Section 13.1 to the
        satisfaction of the NEPOOL Executive Committee within 60 days of the
        submittal, or if the ISO Board sought resolution of the concerns in
        accordance with the dispute resolution procedures set forth in Section
        12.1 within such 60 day period and the concerns have not been resolved
        through such procedures, the NEPOOL Executive Committee shall have the
        right to submit the performance problem to the NEPOOL Management
        Committee for a vote as to whether the ISO should be removed and
        replaced.

        (b)    If the NEPOOL Management Committee votes to remove the ISO,
        NEPOOL may petition the FERC for approval to terminate the services of
        the ISO under this Agreement, but such termination by NEPOOL shall not
        be effective without the approval of the FERC.

        (c)    It is the intent of the Parties that the procedures in this
        Section 13.2 providing for potential removal of the ISO for failure to
        perform satisfactorily under this Agreement will be used only when the
        ISO has breached this Agreement and all reasonable good faith efforts
        have been exhausted under Section 13.1 to resolve concerns regarding
        the ISO's performance by means short of removal of the ISO.

        13.3   Individual Party Concern with the ISO.  In the event that any
        NEPOOL Participant believes that the ISO is not performing
        satisfactorily within the meaning of Section 13.1, such NEPOOL
        Participant may pursue the matter only by submitting a complaint in
        writing concerning the matter to the NEPOOL Executive Committee.  If
        the NEPOOL Executive Committee agrees with the complaint, the
        procedures of Section 13.1 shall apply.  Notwithstanding the foregoing,
        nothing in this Section 13.3 shall restrict the right of any NEPOOL
        Participant to file a complaint with or submit any action to the FERC
        under the relevant provisions of the Federal Power Act.

        13.4   Selection of New ISO.  (a)In the event that the NEPOOL
        Management Committee vote(s) to terminate the services of the ISO
        pursuant to Section 13.2 and such termination is approved by the FERC,
        or the ISO gives a notice of resignation pursuant to Section 13.7, the
        NEPOOL Executive Committee shall designate ten individuals,
        representing a diversity of interests and with input from NECPUC, to
        form a subcommittee to select and negotiate a new service agreement
        with, or an assignment of this Agreement to, a new independent system
        operator.

        (b)    The selection of the new independent system operator and the
        proposed new service agreement or an assignment of this Agreement shall
        be subject to approval by a  vote of the NEPOOL Management Committee.




<PAGE>



        (c)    If, as a result of the procedure set forth in this Section 13.4,
        it is determined that this Agreement shall be assigned to a new
        independent system operator, the ISO shall agree to the assignment of
        this Agreement to the new independent system operator.

        13.5   Transition.  During the period that a new independent system
        operator is being chosen in accordance with Section 13.4, this
        Agreement shall remain in effect and the ISO shall continue to perform
        its functions in accordance with this Agreement.  The ISO shall also
        work with the subcommittee appointed pursuant to Section 13.4 and the
        new independent system operator to effect a smooth transition,
        including, if requested by such subcommittee, (i) assisting in the
        preparation of an inventory of all equipment and supplies, (ii)
        assigning all subcontracts and other contracts as directed and (iii)
        assisting the training of any personnel of the successor independent
        system operator.

        13.6   Breach of Contractual Obligations By NEPOOL Participants.   (a)
        If a NEPOOL Participant fails to perform any of its obligations (other
        than its payment obligations) to the ISO under this Agreement, for
        reasons other than Force Majeure, the ISO shall provide notice of such
        failure to such NEPOOL Participant and to the NEPOOL Executive
        Committee.  The NEPOOL Executive Committee shall take such measures as
        may be permitted under the NEPOOL Agreement to remedy the failure to
        perform by the defaulting party.

        (b)    If a NEPOOL Participant fails to comply with an authorized
        direction from the ISO, in circumstances in which such failure is not
        permitted by the System Rules and Procedures and the NEPOOL Agreement,
        and such failure imperils the safety or reliability of the NEPOOL
        Control Area, the ISO shall be authorized to take any action it
        deems to be prudent to maintain the safety and reliability of the
        NEPOOL Control Area.

        13.7   Resignation of the ISO.  If, after following the requirements of
        Section 13.6, the failure of a NEPOOL Participant to perform an
        obligation under this Agreement has not been cured, and such failure to
        perform has a material adverse effect on the ISO, the ISO may, in
        addition to any other remedies that it may have at law or in equity,
        resign by giving notice to the NEPOOL Executive Committee.

        13.8   Effect of Removal, Resignation or Assignment.   The removal or
        resignation of the ISO, or the assignment of this Agreement as
        specified in Section 13.4, shall not discharge or relieve the ISO or
        NEPOOL from any obligations or liabilities that it may have incurred
        under the terms of this Agreement prior to such removal, resignation or
        assignment.




<PAGE>



        13.9   Fundamental Changes.  In the event that future changes in the
        electric industry shall impact the operation of the NEPOOL Market in a
        fundamental manner not contemplated by this Agreement, either Party may
        petition the FERC to terminate this Agreement in order to address such
        changes in an alternative manner.  Any such termination of this
        Agreement shall be on such terms as the FERC may specify.

14.     GOVERNING LAW

        The terms of this Agreement shall be construed and enforced in
        accordance with the laws of the State of Connecticut.

15.     NOTICES

        Except as otherwise expressly provided herein, any notice required
        hereunder shall be in writing and may be given by any of the following
        means: overnight courier, hand delivery, certified mail (postage
        prepaid, return receipt requested), facsimile or other reliable
        electronic means.

        Notice shall be given to the ISO at:




        Notice shall be given to NEPOOL at:




        Any notice shall be deemed to have been given (i) upon delivery if
        given by overnight courier, hand delivery or certified mail or (ii)
        upon confirmation if given by facsimile or other reliable electronic
        means.  Either Party may change their address for receiving notices
        contemplated by this Agreement by delivering notice of its new address
        to the other.

16.     SUCCESSORS AND ASSIGNS

        The rights and obligations created by this Agreement shall inure to and
        bind the successors and assigns of the ISO, provided, however, that the
        ISO shall not assign such rights and obligations without the written
        consent of the NEPOOL Management Committee.




<PAGE>



17.     RELATIONSHIP OF THE PARTIES

        Nothing in this Agreement is intended to create a partnership, joint
        venture or other joint legal entity making either Party jointly or
        severally liable for the acts or omissions of the other Party.

18.     WAIVER

        Delay by either Party in enforcing its rights under this Agreement
        shall not be deemed a waiver of such rights.  Any waiver of rights by
        either Party with respect to any default or other matter arising under
        this Agreement shall not be deemed a waiver with respect to any default
        or other matter arising under this Agreement.

19.     SEVERABILITY

        If any term, condition, covenant, restriction or other provision of
        this Agreement is held by a court or regulatory agency of competent
        jurisdiction or by legislative enactment to be invalid, void or
        otherwise unenforceable, the remainder of the terms, conditions,
        covenants, restrictions and other provisions of this Agreement shall
        remain in full force and effect unless such an interpretation would
        materially alter the rights and privileges of either Party hereto.  If
        any term, condition, covenant, restriction or other provision of this
        Agreement is held by a court or regulatory agency of competent
        jurisdiction or by legislative enactment to be invalid, void or
        otherwise unenforceable, the Parties shall attempt to negotiate an
        appropriate replacement provision or other revisions to this
        Agreement to restore the rights and obligations conferred under the
        original Agreement.

20.     HEADINGS

        The headings used in this Agreement are intended for convenience only
        and shall have no effect on the interpretation of any provision of this
        Agreement.

21.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts, each
        having the same force and effect as the original.

22.     ENTIRE AGREEMENT

        This Agreement, including all schedules hereto, and those portions of
        the NEPOOL Agreement and the Tariff relating to the obligations of the
        ISO, constitute the Parties'




<PAGE>



        complete and exclusive statement of the terms of the Agreement and the
        matters contemplated herein.  All prior written and oral
        understandings, offers or other communications of every kind pertaining
        to the subject matter of this Agreement are hereby superseded.

23.     AMENDMENT

        This Agreement may be amended only in writing and as agreed to by the
        ISO and NEPOOL, acting pursuant to a vote of the NEPOOL Management
        Committee.

        NEPOOL and the ISO have caused this Agreement to be executed by their
        duly authorized representatives as of the date first set forth above.


NEPOOL PARTICIPANTS           NEW ENGLAND ISO CORPORATION



By:                                                  By:

    Chairman                                            Title:
    NEPOOL Management Committee




<PAGE>


SCHEDULE A

LOCATION OF SATELLITES


1.  The "Maine Satellite"
    c/o Central Maine Power Company
    83 Edison Drive
    Augusta, ME 04336-0001

2.  CONVEX
    c/o Connecticut Valley Electric Exchange
    P.O. Box 270
    Hartford, CT 06141-0270

3.  The "New Hampshire Satellite"
    c/o Public Service Company of New Hampshire
    1000 Elm Street, P.O. Box 330
    Manchester, NH 03105-0330

4.  REMVEC
    c/o Rhode Island - Eastern Mass - Vermont Energy Control
    25 Research Drive
    Westborough, MA 01582-0001





<PAGE>


                                            SCHEDULE B


The budget for the first Operating Year shall be based on the 1997 NEPOOL
budget of $26.45 million, which includes (i) some expenses and start-up costs
(which may be capitalized and amortized) to be incurred by NEPOOL during the
period from January 1, 1997 through the date that responsibility for operation
of the NEPOOL Control Center and administration of the Tariff is transferred by
NEPOOL to the ISO, (ii) some other types of expenses which will be retained
in a NEPOOL budget and not become part of the ISO budget, and (iii) the
expenses and costs to be incurred by the ISO from the effective date of this
Agreement through December 31, 1997.