Exhibit 10.23.2









                          RESTATED

                         NEW ENGLAND

                    POWER POOL AGREEMENT







(Restated to reflect changes effected by the Fifth Supplement to Thirty-
Third Agreement Amending New England Power Pool Agreement, and the Thirty-Sixth
Agreement Amending New England Power Pool Agreement, and all prior
amendments)


<PAGE>

       
                       TABLE OF CONTENTS

                                                              Page

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

SECTION 1 - DEFINITIONS. . . . . . . . . . . . . . . . . . . . .1
     1.1  Adjusted Load. . . . . . . . . . . . . . . . . . . . .2
     1.2  Adjusted Monthly Peak. . . . . . . . . . . . . . . . .2
     1.3  Adjusted Net Interchange . . . . . . . . . . . . . . .2
     1.4  AGC Capability . . . . . . . . . . . . . . . . . . . .3
     1.5  AGC Entitlement. . . . . . . . . . . . . . . . . . . .3
     1.6  Agreement. . . . . . . . . . . . . . . . . . . . . . .4
     1.7  Annual Transmission Revenue Requirements . . . . . . .4
     1.8  Automatic Generation Control or AGC. . . . . . . . . .4
     1.9  Bid Price. . . . . . . . . . . . . . . . . . . . . . .5
     1.10 Commission . . . . . . . . . . . . . . . . . . . . . .5
     1.11 Control Area . . . . . . . . . . . . . . . . . . . . .5
     1.12 Curtailment. . . . . . . . . . . . . . . . . . . . . .6
     1.13 Direct Assignment Facilities . . . . . . . . . . . . .7
     1.14 Dispatch Price . . . . . . . . . . . . . . . . . . . .7
     1.15 EHV PTF. . . . . . . . . . . . . . . . . . . . . . . .8
     1.16 Electrical Load. . . . . . . . . . . . . . . . . . . .8
     1.17 Eligible Customer. . . . . . . . . . . . . . . . . . .9
     1.18 Energy . . . . . . . . . . . . . . . . . . . . . . . 10
     1.19 Energy Entitlement . . . . . . . . . . . . . . . . . 10
     1.20 Entitlement. . . . . . . . . . . . . . . . . . . . . 11
     1.21 Entity . . . . . . . . . . . . . . . . . . . . . . . 11
     1.22 Excepted Transaction . . . . . . . . . . . . . . . . 12
     1.23 Executive Committee. . . . . . . . . . . . . . . . . 12
     1.24 Facilities Study . . . . . . . . . . . . . . . . . . 13
     1.25 Firm Contract. . . . . . . . . . . . . . . . . . . . 13
     1.26 First Effective Date . . . . . . . . . . . . . . . . 13
     1.27 Good Utility Practice. . . . . . . . . . . . . . . . 13
     1.28 HQ Contracts . . . . . . . . . . . . . . . . . . . . 14
     1.29 HQ Energy Banking Agreement. . . . . . . . . . . . . 14
     1.30 HQ Interconnection . . . . . . . . . . . . . . . . . 14
     1.31 HQ Interconnection Agreement . . . . . . . . . . . . 15
     1.32 HQ Interconnection Capability Credit . . . . . . . . 15
     1.33 HQ Interconnection Transfer Capability . . . . . . . 16
     1.34 HQ Net Interconnection Capability Credit . . . . . . 17
     1.35 HQ Phase I Energy Contract . . . . . . . . . . . . . 17
     1.36 HQ Phase I Percentage. . . . . . . . . . . . . . . . 17
     1.37 HQ Phase I Transfer Credit . . . . . . . . . . . . . 18
     1.38 HQ Phase II Firm Energy Contract . . . . . . . . . . 18
     1.39 HQ Phase II Gross Transfer Responsibility. . . . . . 18
     1.40 HQ Phase II Net Transfer Responsibility. . . . . . . 19
     1.41 HQ Phase II Percentage . . . . . . . . . . . . . . . 19
     1.42 HQ Phase II Transfer Credit. . . . . . . . . . . . . 19
     1.43 HQ Use Agreement . . . . . . . . . . . . . . . . . . 19
     1.44 Installed Capability . . . . . . . . . . . . . . . . 20
     1.45 Installed Capability Entitlement . . . . . . . . . . 20
     1.46 Installed Capability Responsibility. . . . . . . . . 21
     1.47 Installed System Capability. . . . . . . . . . . . . 21
     1.48 Interchange Transactions . . . . . . . . . . . . . . 21
     1.49 Internal Point-to-Point Service. . . . . . . . . . . 21
     1.50 Interruption . . . . . . . . . . . . . . . . . . . . 21
     1.51 ISO. . . . . . . . . . . . . . . . . . . . . . . . . 22
     1.52 Kilowatt . . . . . . . . . . . . . . . . . . . . . . 22
     1.53 Load . . . . . . . . . . . . . . . . . . . . . . . . 22
     1.54 Local Network. . . . . . . . . . . . . . . . . . . . 24
     1.56 Lower Voltage PTF. . . . . . . . . . . . . . . . . . 24
     1.57 Management Committee . . . . . . . . . . . . . . . . 25
     1.58 Market Reliability Planning Committee. . . . . . . . 25
     1.59 Monthly Peak . . . . . . . . . . . . . . . . . . . . 25
     1.60 NEPOOL . . . . . . . . . . . . . . . . . . . . . . . 25
     1.61 NEPOOL Control Area. . . . . . . . . . . . . . . . . 25
     1.62 NEPOOL Installed Capability. . . . . . . . . . . . . 26
     1.63 NEPOOL Installed Capability Responsibility . . . . . 27
     1.64 NEPOOL Objective Capability. . . . . . . . . . . . . 27
     1.65 New Unit . . . . . . . . . . . . . . . . . . . . . . 27
     1.66 Non-Participant. . . . . . . . . . . . . . . . . . . 27
     1.67 Operable Capability. . . . . . . . . . . . . . . . . 28
     1.68 Operable Capability Entitlement. . . . . . . . . . . 28
     1.69 Operable Capability Requirement  . . . . . . . . . . 29
     1.70 Operable System Capability . . . . . . . . . . . . . 29
     1.71 Operating Reserve. . . . . . . . . . . . . . . . . . 29
     1.72 Operating Reserve Entitlement. . . . . . . . . . . . 29
     1.73 Other HQ Energy. . . . . . . . . . . . . . . . . . . 30
     1.74 Participant. . . . . . . . . . . . . . . . . . . . . 30
     1.75 Pool-Planned Facility. . . . . . . . . . . . . . . . 31
     1.76 Pool-Planned Unit. . . . . . . . . . . . . . . . . . 31
     1.77 Power Year . . . . . . . . . . . . . . . . . . . . . 31
     1.78 Prior NEPOOL Agreement . . . . . . . . . . . . . . . 31
     1.79 Proxy Unit . . . . . . . . . . . . . . . . . . . . . 31
     1.80 PTF. . . . . . . . . . . . . . . . . . . . . . . . . 32
     1.81 Regional Market Operations Committee . . . . . . . . 32
     1.82 Regional Network Service . . . . . . . . . . . . . . 32
     1.83 Regional Transmission Operations Committee . . . . . 32
     1.84 Regional Transmission Planning Committee . . . . . . 32
     1.85 Related Person . . . . . . . . . . . . . . . . . . . 33
     1.86 Scheduled Dispatch Period. . . . . . . . . . . . . . 33
     1.87 Second Effective Date. . . . . . . . . . . . . . . . 33
     1.88 Service Agreement. . . . . . . . . . . . . . . . . . 34
     1.89 Summer Capability. . . . . . . . . . . . . . . . . . 34
     1.90 Summer Period. . . . . . . . . . . . . . . . . . . . 34
     1.91 System Contract. . . . . . . . . . . . . . . . . . . 34
     1.92 System Impact Study. . . . . . . . . . . . . . . . . 35
     1.93 System Operator. . . . . . . . . . . . . . . . . . . 35
     1.94 Target Availability Rate . . . . . . . . . . . . . . 36
     1.95 Tariff . . . . . . . . . . . . . . . . . . . . . . . 36
     1.96 Third Effective Date . . . . . . . . . . . . . . . . 36
     1.97 Through or Out Service . . . . . . . . . . . . . . . 36
     1.99 Transmission Customer. . . . . . . . . . . . . . . . 37
     1.100     Transmission Provider . . . . . . . . . . . . . 37
     1.101     Unit Contract . . . . . . . . . . . . . . . . . 37
     1.102     Voting Share. . . . . . . . . . . . . . . . . . 38
     1.103     Winter Capability . . . . . . . . . . . . . . . 38
     1.104     Winter Period . . . . . . . . . . . . . . . . . 38
     1.105     10-Minute Spinning Reserve. . . . . . . . . . . 38
     1.106     10-Minute Non-Spinning Reserve. . . . . . . . . 39
     1.107     30-Minute Operating Reserve . . . . . . . . . . 40
     1.108     33rd Amendment. . . . . . . . . . . . . . . . . 41
     1.109     Modification of Certain Definitions When a
               Participant Purchases a Portion of Its
               Requirements from Another Participant Pursuant
               to Firm Contract. . . . . . . . . . . . . . . . 42

SECTION 2 - PURPOSE; EFFECTIVE DATES . . . . . . . . . . . . . 45
     2.1  Purpose. . . . . . . . . . . . . . . . . . . . . . . 45
     2.2  Effective Dates; Transitional Provisions . . . . . . 45

SECTION 3 - MEMBERSHIP . . . . . . . . . . . . . . . . . . . . 46
     3.1  Membership . . . . . . . . . . . . . . . . . . . . . 46
     3.2  Operations Outside the Control Area. . . . . . . . . 48
     3.3  Lack of Place of Business in New England . . . . . . 48
     3.4  Obligation for Deferred Expenses . . . . . . . . . . 49
     3.5  Financial Security . . . . . . . . . . . . . . . . . 49

SECTION 4 - STATUS OF PARTICIPANTS . . . . . . . . . . . . . . 50
     4.1  Treatment of Certain Entities as Single Participant. 50
     4.2  Participants to Retain Separate Identities . . . . . 51

SECTION 5 - NEPOOL OBJECTIVES AND COOPERATION BY 
            PARTICIPANTS . . . . . . . . . . . . . . . . . . . 52
     5.1  NEPOOL Objectives. . . . . . . . . . . . . . . . . . 52
     5.2  Cooperation by Participants. . . . . . . . . . . . . 53

PART TWO - GOVERNANCE. . . . . . . . . . . . . . . . . . . . . 54

SECTION 6 - MANAGEMENT COMMITTEE . . . . . . . . . . . . . . . 54
     6.1  Membership . . . . . . . . . . . . . . . . . . . . . 54
     6.2  Term of Members. . . . . . . . . . . . . . . . . . . 55
     6.3  Votes. . . . . . . . . . . . . . . . . . . . . . . . 55
     6.4  Number of Votes Necessary for Action . . . . . . . . 64
     6.5  Proxies. . . . . . . . . . . . . . . . . . . . . . . 65
     6.6  Alternates . . . . . . . . . . . . . . . . . . . . . 65
     6.7  Officers . . . . . . . . . . . . . . . . . . . . . . 65
     6.8  Meetings . . . . . . . . . . . . . . . . . . . . . . 66
     6.9  Notice of Meetings . . . . . . . . . . . . . . . . . 66
     6.10 Adoption of Budgets. . . . . . . . . . . . . . . . . 66
     6.11 Adoption of Bylaws . . . . . . . . . . . . . . . . . 67
     6.12 Establishing Reliability Standards . . . . . . . . . 67
     6.13 Appointment and Compensation of NEPOOL Personnel . . 68
     6.14 Duties and Authority . . . . . . . . . . . . . . . . 68
     6.15 Attendance of Members of Management Committee at
          Other Committee Meetings . . . . . . . . . . . . . . 74

SECTION 7 - EXECUTIVE COMMITTEE. . . . . . . . . . . . . . . . 74
     7.1  Organization . . . . . . . . . . . . . . . . . . . . 74
     7.2  Membership . . . . . . . . . . . . . . . . . . . . . 75
     7.3  Term of Members. . . . . . . . . . . . . . . . . . . 77
     7.4  Alternates . . . . . . . . . . . . . . . . . . . . . 78
     7.5  Votes. . . . . . . . . . . . . . . . . . . . . . . . 78
     7.6  Number of Votes Necessary for Action . . . . . . . . 79
     7.7  Officers . . . . . . . . . . . . . . . . . . . . . . 79
     7.8  Meetings . . . . . . . . . . . . . . . . . . . . . . 80
     7.9  Notice of Meetings . . . . . . . . . . . . . . . . . 80
     7.10 Notice to Members of Management Committee of
          Actions by Executive Committee . . . . . . . . . . . 81
     7.11 Appeal of Actions to Management Committee. . . . . . 81

SECTION 8 - MARKET RELIABILITY PLANNING COMMITTEE. . . . . . . 82
     8.1  Organization . . . . . . . . . . . . . . . . . . . . 82
     8.2  Membership . . . . . . . . . . . . . . . . . . . . . 82
     8.3  Term of Members. . . . . . . . . . . . . . . . . . . 84
     8.4  Voting . . . . . . . . . . . . . . . . . . . . . . . 85
     8.5  Alternates . . . . . . . . . . . . . . . . . . . . . 86
     8.6  Officers . . . . . . . . . . . . . . . . . . . . . . 87
     8.7  Meetings . . . . . . . . . . . . . . . . . . . . . . 87
     8.8  Notice of Meetings . . . . . . . . . . . . . . . . . 87
     8.9  Notice to Members of Management Committee. . . . . . 88
     8.10 Appeal of Actions to Management Committee. . . . . . 88
     8.11 Responsibilities . . . . . . . . . . . . . . . . . . 89
     8.12 Functional Planning Committees . . . . . . . . . . . 91
     8.13 Appointment of Task Forces . . . . . . . . . . . . . 92
     8.14 Consultants, Computer Time and Expenses. . . . . . . 93
     8.15 Further Powers and Duties. . . . . . . . . . . . . . 93
     8.16 Reports to Management Committee. . . . . . . . . . . 93
     8.17 Joint Meetings With Regional Transmission Planning
          Committee. . . . . . . . . . . . . . . . . . . . . . 94

SECTION 9 - REGIONAL TRANSMISSION PLANNING COMMITTEE . . . . . 94
     9.1  Organization . . . . . . . . . . . . . . . . . . . . 94
     9.2  Membership . . . . . . . . . . . . . . . . . . . . . 95
     9.3  Term of Members. . . . . . . . . . . . . . . . . . . 97
     9.4  Voting . . . . . . . . . . . . . . . . . . . . . . . 97
     9.5  Alternates . . . . . . . . . . . . . . . . . . . . . 99
     9.6  Officers . . . . . . . . . . . . . . . . . . . . . . 99
     9.7  Meetings . . . . . . . . . . . . . . . . . . . . . . 99
     9.8  Notice of Meetings . . . . . . . . . . . . . . . . .100
     9.9  Notice to Members of Management Committee. . . . . .100
     9.10 Appeal of Actions to Management Committee. . . . . .101
     9.11 Responsibilities . . . . . . . . . . . . . . . . . .101
     9.12 Functional Planning Committees . . . . . . . . . . .103
     9.13 Appointment of Task Forces . . . . . . . . . . . . .105
     9.14 Consultants, Computer Time and Expenses. . . . . . .105
     9.15 Further Powers and Duties. . . . . . . . . . . . . .105
     9.16 Reports to Management Committee. . . . . . . . . . .106
     9.17 Joint Meetings With Market Reliability Planning
          Committee. . . . . . . . . . . . . . . . . . . . . .106

SECTION 10 - REGIONAL MARKET OPERATIONS COMMITTEE. . . . . . .106
     10.1 Organization . . . . . . . . . . . . . . . . . . . .106
     10.2 Membership . . . . . . . . . . . . . . . . . . . . .107
     10.3 Terms of Members . . . . . . . . . . . . . . . . . .109
     10.4 Voting . . . . . . . . . . . . . . . . . . . . . . .109
     10.5 Alternates . . . . . . . . . . . . . . . . . . . . .111
     10.6 Officers . . . . . . . . . . . . . . . . . . . . . .111
     10.7 Meetings . . . . . . . . . . . . . . . . . . . . . .111
     10.8 Notice of Meetings . . . . . . . . . . . . . . . . .112
     10.9 Notice to Members of Management Committee. . . . . .112
     10.10     Appeal of Actions to Management Committee . . .113
     10.11     Appointment of Task Forces. . . . . . . . . . .113
     10.12     Consultants, Computer Time and Expenses . . . .114
     10.13     Responsibilities. . . . . . . . . . . . . . . .114
     10.14     Further Powers and Duties . . . . . . . . . . .117
     10.15     Development of Rules Relating to Non-
               Participant Supply and Demand-side Resources. .117
     10.16     Joint Meetings with Regional Transmission
               Operations Committee. . . . . . . . . . . . . .118

SECTION 11 - REGIONAL TRANSMISSION OPERATIONS COMMITTEE. . . .118
     11.1 Organization . . . . . . . . . . . . . . . . . . . .118
     11.2 Membership . . . . . . . . . . . . . . . . . . . . .118
     11.3 Terms of Members . . . . . . . . . . . . . . . . . .121
     11.4 Voting . . . . . . . . . . . . . . . . . . . . . . .121
     11.5 Alternates . . . . . . . . . . . . . . . . . . . . .123
     11.6 Officers . . . . . . . . . . . . . . . . . . . . . .123
     11.7 Meetings . . . . . . . . . . . . . . . . . . . . . .123
     11.8 Notice of Meetings . . . . . . . . . . . . . . . . .124
     11.9 Notice to Members of Management Committee. . . . . .124
     11.10     Appeal of Actions to Management Committee . . .125
     11.11     Appointment of Task Forces. . . . . . . . . . .125
     11.12     Consultants, Computer Time and Expenses . . . .126
     11.13     Responsibilities. . . . . . . . . . . . . . . .126
     11.14     Further Powers and Duties . . . . . . . . . . .127
     11.15     Joint Meetings with Regional Market Operations
               Committee . . . . . . . . . . . . . . . . . . .128

PART THREE - MARKET PROVISIONS . . . . . . . . . . . . . . . .128

SECTION 12 - INSTALLED CAPABILITY AND OPERABLE CAPABILITY
             OBLIGATIONS AND PAYMENTS. . . . . . . . . . . . .128
     12.1 Obligations to Provide Installed Capability and
          Operable Capability. . . . . . . . . . . . . . . . .128
     12.2 Computation of Installed Capability
          Responsibilities . . . . . . . . . . . . . . . . . .129
     12.3 Computation of Operable Capability Requirements. . .147
     12.4 Bids to Furnish Installed Capability or Operable
          Capability . . . . . . . . . . . . . . . . . . . . .148
     12.5 Consequences of Deficiencies in Installed
          Capability Responsibility. . . . . . . . . . . . . .148
     12.6 Consequences of Deficiencies in Operable Capability
          Requirements . . . . . . . . . . . . . . . . . . . .151
     12.7 Payments to Participants Furnishing Installed
          Capability and Operable Capability . . . . . . . . .153

SECTION 13 - OPERATION, GENERATION, OTHER RESOURCES,
             AND INTERRUPTIBLE CONTRACTS . . . . . . . . . . .155
     13.1 Maintenance and Operation in Accordance with Good
          Utility Practice . . . . . . . . . . . . . . . . . .155
     13.2 Central Dispatch . . . . . . . . . . . . . . . . . .155
     13.3 Maintenance and Repair . . . . . . . . . . . . . . .156
     13.4 Objectives of Day-to-Day System Operation. . . . . .157
     13.5 Satellite Membership . . . . . . . . . . . . . . . .158

SECTION 14 - INTERCHANGE TRANSACTIONS. . . . . . . . . . . . .158
     14.1 Obligation for Energy, Operating Reserve and
          Automatic Generation Control . . . . . . . . . . . .158
     14.2 Obligation to Bid or Schedule, and Right to
          Receive Energy, Operating Reserve and Automatic
          Generation Control . . . . . . . . . . . . . . . . .162
     14.3 Amount of Energy, Operating Reserve and Automatic
          Generation Control Received or Furnished . . . . . .168
     14.4 Payments by Participants Receiving Energy Service,
          Operating Reserve and Automatic Generation Control. 171
     14.5 Payments to Participants Furnishing Energy Service,
          Operating Reserve, and Automatic Generation Control.173
     14.6 Energy Transactions with Non-Participants. . . . . .176
     14.7 Participant Purchases Pursuant to Firm Contracts
          and System Contracts . . . . . . . . . . . . . . . .178
     14.8 Determination of Energy Clearing Price . . . . . . .180
     14.9 Determination of Operating Reserve Selling Price
          and Clearing Price . . . . . . . . . . . . . . . . .181
     14.10     Determination of AGC Clearing Price . . . . . .185
     14.11     Funds to or from which Payments are to be Made.186
     14.12     Development of Rules Relating to Nuclear and
               Hydroelectric Generating Facilities, Limited-
               Fuel Generating Facilities, and Interruptible
               Loads . . . . . . . . . . . . . . . . . . . . .196
     14.13     Dispatch and Billing Rules During Energy
               Shortages . . . . . . . . . . . . . . . . . . .197
     14.14     Congestion Uplift.. . . . . . . . . . . . . . .197
     14.15     Additional Uplift Charges.  . . . . . . . . . .202

PART FOUR - TRANSMISSION PROVISIONS. . . . . . . . . . . . . .203

SECTION 15 - OPERATION OF TRANSMISSION FACILITIES. . . . . . .203
     15.1 Definition of PTF. . . . . . . . . . . . . . . . . .203
     15.2 Maintenance and Operation in Accordance with Good
          Utility Practice . . . . . . . . . . . . . . . . . .207
     15.3 Central Dispatch . . . . . . . . . . . . . . . . . .207
     15.4 Maintenance and Repair . . . . . . . . . . . . . . .207
     15.5 Additions to or Upgrades of PTF. . . . . . . . . . .208

SECTION 16 - SERVICE UNDER TARIFF. . . . . . . . . . . . . . .211
     16.1 Effect of Tariff . . . . . . . . . . . . . . . . . .211
     16.2 Obligation to Provide Regional Service . . . . . . .211
     16.3 Obligation to Provide Local Network Service. . . . .212
     16.4 Transmission Service Availability. . . . . . . . . .215
     16.5 Transmission Information . . . . . . . . . . . . . .215
     16.6 Distribution of Transmission Revenues. . . . . . . .216
     16.7 Changes to Tariff. . . . . . . . . . . . . . . . . .219

SECTION 17 - POOL-PLANNED UNIT SERVICE . . . . . . . . . . . .220
     17.1 Effective Period . . . . . . . . . . . . . . . . . .220
     17.2 Obligation to Provide Service. . . . . . . . . . . .220
     17.3 Rules for Determination of Facilities Covered by
          Particular Transactions. . . . . . . . . . . . . . .221
     17.4 Payments for Uses of EHV PTF During the
          Transition Period. . . . . . . . . . . . . . . . . .223
     17.5 Payments for Uses of Lower Voltage PTF . . . . . . .228
     17.6 Use of Other Transmission Facilities by
          Participants . . . . . . . . . . . . . . . . . . . .228
     17.7 Limits on Individual Transmission Charges. . . . . .229

PART FIVE - GENERAL. . . . . . . . . . . . . . . . . . . . . .230

SECTION 18 - GENERATION AND TRANSMISSION FACILITIES. . . . . .230
     18.1 Designation of Pool-Planned Facilities . . . . . . .230
     18.2 Construction of Facilities . . . . . . . . . . . . .231
     18.3 Protective Devices for Transmission Facilities and
          Automatic Generation Control Equipment . . . . . . .231
     18.4 Review of Participant's Proposed Plans . . . . . . .232
     18.5 Participant to Avoid Adverse Effect. . . . . . . . .233

SECTION 19 - EXPENSES. . . . . . . . . . . . . . . . . . . . .235
     19.1 Annual Fee . . . . . . . . . . . . . . . . . . . . .235
     19.2 NEPOOL Expenses. . . . . . . . . . . . . . . . . . .235

SECTION 20 - INDEPENDENT SYSTEM OPERATOR . . . . . . . . . . .236

SECTION 21 - MISCELLANEOUS PROVISIONS. . . . . . . . . . . . .242
     21.1 Alternative Dispute Resolution . . . . . . . . . . .242
     21.2 Payment of Pool Charges; Termination of Status as
          Participant. . . . . . . . . . . . . . . . . . . . .255
     21.3 Assignment . . . . . . . . . . . . . . . . . . . . .259
     21.4 Force Majeure. . . . . . . . . . . . . . . . . . . .260
     21.5 Waiver of Defaults . . . . . . . . . . . . . . . . .261
     21.6 Other Contracts. . . . . . . . . . . . . . . . . . .261
     21.7 Liability and Insurance. . . . . . . . . . . . . . .262
     21.8 Records and Information. . . . . . . . . . . . . . .263
     21.9 Consistency with NPCC and NERC Standards . . . . . .264
     21.10     Construction. . . . . . . . . . . . . . . . . .264
     21.11     Amendment . . . . . . . . . . . . . . . . . . .264
     21.12     Termination . . . . . . . . . . . . . . . . . .267
     21.13     Notices to Participants . . . . . . . . . . . .267
     21.14     Severability and Renegotiation. . . . . . . . .269
     21.15     No Third-Party Beneficiaries. . . . . . . . . .270
     21.16     Counterparts. . . . . . . . . . . . . . . . . .270


<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 July 20, 1998.



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 1.109):



1.1  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.



1.2  ADJUSTED MONTHLY PEAK of a Participant for a month is its Monthly

     Peak, provided that if there has been a transfer between Participants,

     in whole or part, of the responsibilities under this Agreement during

     such month pursuant to a Firm Contract, the Adjusted Monthly Peak of

     each such Participant shall reflect the effect of such transaction,

     but the Adjusted Monthly Peak of a Participant shall not be changed

     from the Monthly Peak to reflect the effect of any other transaction.



1.3  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 associated electrical 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.



1.4  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.



1.5  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.



1.6  AGREEMENT is this restated contract and attachments, including the

     Tariff, as amended and restated from time to time.



1.7  ANNUAL TRANSMISSION REVENUE REQUIREMENTS of a Participant's PTF or

     of all Participants' PTF for purposes of this Agreement are the

     amounts determined in accordance with Attachment F to the Tariff.



1.8  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.



1.9  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.



1.10 COMMISSION is the Federal Energy Regulatory Commission.



1.11 CONTROL AREA is 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 of the applicable regional

               reliability council or the North American Electric

               Reliability Council; and



          (4)  provide sufficient generating capacity to maintain operating

               reserves in accordance with Good Utility Practice.



1.12 CURTAILMENT is a reduction in firm or non-firm transmission service

     in response to a transmission capacity shortage as a result of system

     reliability conditions.



1.13 DIRECT ASSIGNMENT FACILITIES are facilities or portions of

     facilities that are Non-PTF and are constructed for the sole

     use/benefit of a particular Transmission Customer requesting service

     under the Tariff or Generator Owner or Interconnection Requester

     requesting an interconnection.  Direct Assignment Facilities shall be

     specified in a separate agreement with the Transmission Provider whose

     transmission system is to be modified to include and/or interconnect

     with said Facilities, shall be subject to applicable Commission

     requirements and shall be paid for by the Transmission Customer or a

     Generator Owner or Interconnection Requester in accordance with the

     separate agreement and not under the Tariff.



1.14 DISPATCH PRICE of a generating unit or combination 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 Contract, 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.



1.15 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.



1.16 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)

     deliveries between Entities constituting a single Participant, or (iv)

     other electrical losses, if and as appropriate), of



          (a)  kilowatthours provided by such Participant to its retail

               customers for consumption, PLUS



          (b)  kilowatthours of use by such Participant, 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.



1.17 ELIGIBLE CUSTOMER is the following:  (i) Any Participant that is

     engaged, or proposes to engage, in the wholesale or retail electric

     power business is an Eligible Customer under the Tariff.  (ii) Any

     electric utility (including any power marketer), Federal power

     marketing agency, or any person generating electric energy for sale or

     for resale is an Eligible Customer under the Tariff.  Electric energy

     sold or produced by such entity may be electric energy produced in the

     United States, Canada or Mexico.  However, with respect to

     transmission service that the Commission is prohibited from ordering

     by Section 212(h) of the Federal Power Act, such entity is eligible

     only if the service is provided pursuant to a state requirement that

     the Transmission Provider with which that entity is directly

     interconnected offer the unbundled transmission service, or pursuant

     to a voluntary offer of such service by the Transmission Provider with

     which that entity is directly interconnected.  (iii) Any end user

     taking or eligible to take unbundled transmission service pursuant to

     a state requirement that the Transmission Provider with which that end

     user is directly interconnected offer the transmission service, or

     pursuant to a voluntary offer of such service by the Transmission

     Provider, is an Eligible Customer under the Tariff.



1.18 ENERGY is power produced in the form of electricity, measured in

     kilowatthours or megawatthours.



1.19 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.



1.20 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.



1.21 ENTITY is any person or organization 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 that is either:



          (a)  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 a principal or broker, of

               Installed Capability, Operable Capability, Energy,

               Operating Reserve, and/or AGC for resale); or



          (b)  an end user of electricity that is taking or eligible to

               take unbundled transmission service pursuant to an effective

               state requirement that the Participant that is the

               Transmission Provider with which that end user is directly

               interconnected offer the transmission service, or pursuant

               to a voluntary offer of unbundled transmission service to

               that end user by the Participant that is the Transmission

               Provider with which that end user is directly

               interconnected.



1.22 EXCEPTED TRANSACTION is a transaction specified in Section 25 of

     the Tariff for the applicable period specified in that Section.



1.23 EXECUTIVE COMMITTEE is the committee established pursuant to

     Section 7.



1.24 FACILITIES STUDY is an engineering study conducted pursuant to this

     Agreement or the 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 or interconnection.



1.25 FIRM CONTRACT is any contract, other than a Unit Contract, for the

     purchase of Installed Capability, Operable Capability, Energy,

     Operating Reserves, and/or AGC, 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.



1.26 FIRST EFFECTIVE DATE is March 1, 1997.



1.27 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.



1.28 HQ CONTRACTS are the HQ Interconnection Agreement, the HQ Phase I

     Energy Contract, and the HQ Phase II Firm Energy Contract.



1.29 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.



1.30 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.



1.31 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.



1.32 HQ INTERCONNECTION CAPABILITY CREDIT of a Participant for a month

     during the Base Term (as defined in Section 1.38) 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 HQ 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.



1.33 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 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.



1.34 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.



1.35 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.



1.36 HQ PHASE I PERCENTAGE is the percentage of the total HQ

     Interconnection Transfer Capability represented by the HQ Phase I

     Transfer Capability.



1.37 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.



1.38 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.



1.39 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 1.38) 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.



1.40 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.



1.41 HQ PHASE II PERCENTAGE is the percentage of the total HQ

     Interconnection Transfer Capability represented by the HQ Phase II

     Transfer Capability.



1.42 HQ PHASE II TRANSFER CREDIT is 90/131 of the HQ Phase II Transfer

     Capability, or such other fraction of the HQ Phase II Transfer

     Capability as the Management Committee may establish.



1.43 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.



1.44 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.



1.45 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

     Firm Contracts or 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.



1.46 INSTALLED CAPABILITY RESPONSIBILITY * of a Participant for any

     month is the number of Kilowatts determined in accordance with Section

     12.2.



1.47 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.



1.48 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.



1.49 INTERNAL POINT-TO-POINT SERVICE is the transmission service by that

     name provided pursuant to Section 19 of the Tariff.



1.50 INTERRUPTION is a reduction in non-firm transmission service due to

     economic reasons pursuant to Section 28.7 of the Tariff, other than a

     reduction which results from a failure to dispatch a generating

     resource, including a contract, used in a transaction requiring In

     Service or Through or Out Service which is out of merit order.



1.51 ISO is the Independent System Operator which is responsible 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.



1.52 KILOWATT is a kilowatthour per hour.



1.53 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 provided 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, exclusive of use

               by such Participant for the operation and maintenance of its

               generating unit or units, 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.



1.54 LOCAL NETWORK is the transmission facilities constituting a local

     network identified on Attachment E to the Tariff, and any 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.



1.55 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.



1.56 LOWER VOLTAGE PTF are all PTF facilities other than EHV PTF.



1.57 MANAGEMENT COMMITTEE is the committee established pursuant to

     Section 6.



1.58 MARKET RELIABILITY PLANNING COMMITTEE is the committee established

     pursuant to Section 8.



1.59 MONTHLY PEAK of a Participant for a month is the maximum Adjusted

     Load of the Participant during any hour in the month.



1.60 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.



1.61 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.



1.62 NEPOOL INSTALLED CAPABILITY at any particular time is the sum of

     the Installed System Capabilities of all Participants at such time.



1.63 NEPOOL INSTALLED CAPABILITY RESPONSIBILITY for any month is the sum

     of the Installed Capability Responsibilities of all Participants

     during that month.



1.64 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.



1.65 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.



1.66 NON-PARTICIPANT is any entity which is not a Participant.



1.67 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 is

     available to respond within an appropriate period to a schedule

     submitted by a Participant for the hour in accordance with market

     operation rules approved by the Regional Market Operations Committee.



1.68 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.



1.69 OPERABLE CAPABILITY REQUIREMENT of a Participant for any hour is

     the number of Kilowatts determined in accordance with Section 12.3.



1.70 OPERABLE SYSTEM CAPABILITY of a Participant in any hour is the sum

     of such Participant's Operable Capability Entitlements.



1.71 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.



1.72 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.



1.73 OTHER HQ ENERGY is Energy purchased under the HQ Phase I Energy

     Contract which is classified as "Other Energy" under that contract.



1.74 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.



1.75 POOL-PLANNED FACILITY is a generation or transmission facility

     designated as "pool-planned" pursuant to Section 18.1.



1.76 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).



1.77 POWER YEAR is the period of twelve months commencing on November 1.



1.78 PRIOR NEPOOL AGREEMENT is the NEPOOL Agreement as in effect on

     December 1, 1996.



1.79 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(a)(2).



1.80 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.



1.81 REGIONAL MARKET OPERATIONS COMMITTEE is the committee established

     pursuant to Section 10.



1.82 REGIONAL NETWORK SERVICE is the transmission service by that name

     provided pursuant to Section 14 of the Tariff.



1.83 REGIONAL TRANSMISSION OPERATIONS COMMITTEE is the committee

     established pursuant to Section 11.



1.84 REGIONAL TRANSMISSION PLANNING COMMITTEE is the committee

     established pursuant to Section 9.



1.85 RELATED PERSON of a Participant is either (i) a corporation,

     partnership, business trust or other business organization 10% or more

     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 10% or more of the

     stock or other equity interest in the Participant, or (iii) a

     corporation, partnership, business trust or other business

     organization 10% or more 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 10% or

     more of the stock or other equity interest in the Participant.



1.86 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).



1.87 SECOND EFFECTIVE DATE is the date on which the provisions of Part

     Three of the Agreement (other than the Installed Capability

     Responsibility provisions of Section 12) shall become effective and

     shall be such date as the Commission may fix on its own or pursuant to

     a request of the Management Committee.



1.88 SERVICE AGREEMENT is the initial agreement and any amendments or

     supplements thereto entered into by the Transmission Customer and the

     System Operator for service under the Tariff.



1.89 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).



1.90 SUMMER PERIOD in each Power Year is the four-month period from June

     through September.



1.91 SYSTEM CONTRACT is any contract for the purchase 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 Reserves and/or AGC.



1.92 SYSTEM IMPACT STUDY is an assessment pursuant to Part V, VI or VII

     of the Tariff of (i) the adequacy of the NEPOOL Transmission System to

     accommodate a request for the interconnection of a new or materially

     changed generating unit or a new or materially changed interconnection

     to another Control Area or new Regional Network Service, Internal

     Point-to-Point Service or Through or Out Service, and (ii) whether any

     additional costs may be required to be incurred in order to provide

     the interconnection or transmission service.



1.93 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 NEPOOL control center and the

     administration of the Tariff.  The System Operator is the ISO.



1.94 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.



1.95 TARIFF is the NEPOOL Open Access Transmission Tariff set out in

     Attachment B to the Agreement, as modified and amended from time to

     time.



1.96 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.



1.97 THROUGH OR OUT SERVICE is the transmission service by that name

     provided pursuant to Section 18 of the Tariff.



1.98 TRANSITION PERIOD is the five-year period commencing on March 1,

     1997.



1.99 TRANSMISSION CUSTOMER is 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

     48 of the Tariff 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 the

     Tariff.



1.100TRANSMISSION PROVIDER is the Participants, collectively, which own

     PTF and are in the business of providing transmission service or

     provide service under a local open access transmission tariff, or in

     the case of a municipal Participant, would be required to do so if

     requested pursuant to the reciprocity requirements specified in the

     Tariff, or an individual such Participant, whichever is appropriate.



1.101UNIT CONTRACT is a 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 Reserves and/or AGC if, or to the extent that, a specific

     electric generating unit or units is or can be operated.



1.102VOTING SHARE has the meaning specified in Section 6.3.



1.103WINTER 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).



1.104WINTER PERIOD in each Power Year is the seven-month period from

     November through May and the month of October.



1.10510-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 approved by the Regional Market

     Operations Committee is necessary; and (2) any portion of the

     Electrical Load of a Participant 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 approved

     by the Regional Market Operations Committee is necessary.



1.10610-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 approved by the

     Regional Market Operations Committee is necessary; (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 approved by the Regional

     Market Operations Committee is necessary; 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.



1.10730-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 and sustaining such Energy output for so long as the System

     Operator determines in accordance with market operation rules approved

     by the Regional Market Operations Committee is necessary; (2) any

     portion of the Electrical Load of a Participant 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 approved

     by the Regional Market Operations Committee is necessary; and (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 in the hour.



1.10833RD AMENDMENT is the Thirty-Third Agreement Amending New England

     Power Pool Agreement dated as of December 1, 1996.



1.109MODIFICATION 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 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

               Participant to receive such amounts of electricity as it may

               require to supply its electric needs (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 X wherein:
                             -
                             Y


                    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)(1), computed as if the Firm Contract did

                         not exist.



     Terms used in this Agreement that are not defined above, 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 became

     effective on the First Effective Date and replaced 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 provisions

     of Sections 12.1(a), 12.2, 12.4 (as to Installed Capability only),

     12.5 and 12.7(a) of this Agreement became effective on April 1, 1998

     and replaced on such date the provisions of Section 9 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.



                            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 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

     rights in supply or demand-side resources or owns transmission and/or

     distribution facilities, located outside of the NEPOOL Control Area,

     such Load and resources 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

     facilities or its rights in demand side-resources 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 such Entitlements or rights

     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 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, or equity interest in, 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.



                                 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:

     V= .15833 ( P ) + .15833 ( E ) + .15833 ( C ) + .15833 ( X )
                ---            ---            ---            ---
                 P{1}           E{1}           C{1}           X{1}


     +  .15833 ( M ) + .15833 ( R ) + .05 ( Y )
                ---            ---         ---
                 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 sum for each month of the Participant's Load for each

               hour of the month 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 for the most recently completed twelve months of

               the sum for each month of the Loads of all Participants for

               each hour of the month 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

Section 12.



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 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 or members representing any Participant and

     its Related Persons 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 or members 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 Committee 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:  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:  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:  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.

     Other 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 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 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:  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 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 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.



10.3 TERMS OF MEMBERS.  The member of the Regional Market Operations

     Committee appointed by the ISO shall serve until replaced by the ISO.

     Other 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 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 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 of the

     Regional Market Operations Committee both participates in the

     wholesale bulk power market and owns PTF, the member appointed by the

     Participant shall 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.


10.10APPEAL 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.



10.11APPOINTMENT 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.



10.12CONSULTANTS, 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.



10.13RESPONSIBILITIES.  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)  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;



          (b)  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, and (ii)

               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;



          (c)  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;



          (d)  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;



          (e)  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;



          (f)  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;



          (g)  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



          (h)  calculating and equitably apportioning losses incurred in

               connection with Interchange Transactions.



10.14FURTHER 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.



10.15DEVELOPMENT 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 resources

     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.



10.16JOINT 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:  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.  Other 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 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 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 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 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.



11.10APPEAL 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.



11.11APPOINTMENT 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.



11.12CONSULTANTS, 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.



11.13RESPONSIBILITIES.  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)  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;



          (b)  coordinating studies of, and providing information to

               Participants on, maintenance schedules for the supply and

               demand-side resources and transmission facilities of the

               Participants;



          (c)  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; and



          (d)  establishing or approving appropriate billing procedures for

               transmission service pursuant to this Agreement and the

               Tariff.



11.14FURTHER 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.



11.15JOINT 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)



               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 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).



               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 Installed Capability

                    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 Period, 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 or combination of units 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.  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 (as

               defined in Section 15.37B of the Prior NEPOOL Agreement) 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.



     (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 fees for services

          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 fees for

          services 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 for the month

          under Section 12.5, excluding any applicable fees for services

          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 for the hour

          under Section 12.6, excluding any applicable uplift charges

          assessed under Section 14.15 and any applicable fees for services

          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 to other Participants in the hour pursuant to

          Firm Contracts or System Contracts, 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 for each hour an AGC obligation equal

          to its share of AGC required for the NEPOOL Control Area in the

          hour.  Subject to adjustment pursuant to Section 14.6, a

          Participant's share of AGC required for any hour shall be

          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,

               or pursuant to arrangements with Non-Participants entered

               into under Section 14.6, 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 Entitlement 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 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 Energy Entitlements pursuant to Firm

               Contracts or System Contracts which may be scheduled by the

               buyer in accordance with Section 14.7(b) no later than noon

               on the preceding day or such later time as is 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 period 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 period 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 at 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 or units may submit a short-notice

               schedule for the operation or dispatch of any or all of the

               Energy available from such unit or units during the current

               or a 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 Energy, Operating Reserve or

               AGC Entitlements from the unit or units covered by the

               Participant's 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 schedule is furnished at least

               one hour in advance of the start of the transaction.  In

               addition, a Participant may, on the 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 applicable uplift

          charges assessed to the Participant under Sections 14.14 and

          14.15 of this Agreement and Section 24 of the Tariff  and any

          applicable fees for services 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 fees for services 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 fees for services 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 under the Agreement 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 under the

          Agreement shall receive therefor an amount calculated as follows:



          (i)  the AGC Clearing Price for the hour as defined and

               determined in accordance with Section 14.10, TIMES the

               change in AGC output of the Participant's AGC Entitlements

               which the System Operator requested in the hour, TIMES an

               appropriate unit conversion factor as determined in

               accordance with market operation rules approved by the

               Regional Market Operations Committee; PLUS



          (ii) an AGC reservation payment for each AGC Entitlement that the

               System Operator designated for AGC in the hour calculated as

               (A) the AGC Clearing Price in effect for the hour, TIMES (B)

               the level of AGC the System Operator determines to be

               available in the hour from the Entitlement, TIMES (C) the

               portion of the hour during which the System Operator had

               designated the Entitlement for AGC; PLUS



          (iii)a payment that compensates the Participant for its lost

               opportunity cost, if any, for the operation of the

               generating unit or combination of units designated for AGC

               in the hour below the desired level of output in order to

               provide AGC, as determined in accordance with market

               operation rules approved by the Regional Market Operations

               Committee.



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 of this Agreement and/or Section 24

          of the Tariff and any applicable fees for services 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.  If and to the extent

          necessary to implement the agreement between the parties, such

          market operation rules, upon approval by the Management

          Committee, shall supersede the provisions of the Agreement that

          otherwise apply for determination of the respective

          responsibilities and Entitlements of the parties.



     (b)  In the event a Participant has the right to receive Operable

          Capability, Energy, Operating Reserve and/or AGC from a Non-

          Participant under a System Contract or a Firm Contract, such

          Contract shall be treated as nearly as possible as if it were a

          Unit Contract for an Operable Capability Entitlement, Energy

          Entitlement, Operating Reserve Entitlement and/or AGC

          Entitlement, as applicable, PROVIDED THAT, in the case of Energy,

          Operating Reserve, and/or AGC, the System Contract or Firm

          Contract permits the scheduling of deliveries of such 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.



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.



14.10DETERMINATION 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 "AGC

     Capability Price" for the "AGC Clearing Price Block," as both terms

     are defined below in this Section 14.10.  The AGC Capability Price for

     each hour for each AGC Entitlement designated by the System Operator

     to provide AGC in the hour shall be a cost per unit of AGC capability

     based on the Bid Price for the Entitlement for the hour divided by the

     amount of AGC available in the hour from that Entitlement.  The AGC

     Clearing Price Block shall be identified by the System Operator 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 to provide AGC in the hour and were deemed pursuant to

     Section 14.3(c) to have been received by Participants for the hour.



14.11FUNDS TO OR FROM WHICH PAYMENTS ARE TO BE MADE.



          (a)  All payments for Energy, Operating Reserves or AGC furnished

               or received, all uplift charges paid pursuant to this

               Section 14 of this Agreement and Section 24 of the Tariff,

               and all fees for services paid pursuant to Section 19.2, and

               any payments by Non-Participants for ancillary services

               under Schedules 2-7 to the Tariff or pursuant to

               arrangements referenced in Section 14.6, shall be allocated

               each month 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 pursuant to Section 14.6(b) for such

               Energy by each Participant which is a participant in the

               Phase I arrangements with Hydro-Quebec 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 pursuant to Section 14.6(b) for such Energy by

               each Participant which is a participant in the Phase II

               arrangements with Hydro-Quebec 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 pursuant to Section

               14.6(b) for such Energy shall be determined for each

               Participant which is a participant in the Phase I or Phase

               II arrangements with Hydro-Quebec.  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)  (A) 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 be paid, and (B)

                    amounts owed to Hydro-Quebec for the month for Energy

                    deemed to be furnished pursuant to Section 14.6(b) to

                    Participants which are not participants in the Phase I

                    or Phase II arrangements with Hydro-Quebec shall be

                    paid and, in the event the price paid by any such

                    Participant for such Energy is the Energy Clearing

                    Price, the excess, if any, of the Energy Clearing Price

                    over the amount owed to Hydro-Quebec shall be paid to

                    the Participant;



               (ii) amounts paid by Participants for applicable fees for

                    services 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

                    (I) in the case of any Participant which is not a

                    participant in the Phase I or Phase II arrangements

                    with Hydro-Quebec, be paid to such Participant, and

                    (II) in the case of any Participant which is a

                    participant in the Phase I or Phase II arrangements

                    with Hydro-Quebec, 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.



14.12DEVELOPMENT 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.



14.13DISPATCH 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.



14.14CONGESTION UPLIFT.

          (a)  It shall be the responsibility of the Management Committee

               to review prior to January 1, 2000 the Congestion Costs

               incurred with the new market arrangements contemplated by

               Section 14 of this Agreement and with retail access, and to

               determine whether subsection (b) of this Section, together

               with an amendment specifying the rights of Participants and

               Non-Participants across a constrained interface within the

               NEPOOL Control Area and to make other necessary or

               appropriate changes in subsection (b), all of the provisions

               of which shall be considered for modification, or some other

               modified or substitute provision dealing with the allocation

               of Congestion Costs in a constrained transmission area,

               should be made effective on January 1, 2000 and after the

               preparation of necessary implementing rules and computer

               software or on an earlier or later effective date.  If the

               Management Committee determines that such a provision should

               be made effective, it shall recommend to the Participants

               any required amendment to the Agreement and/or the Tariff

               and a schedule for implementation which will permit

               sufficient time for the development of necessary rules and

               computer software.  If the Management Committee is unable to

               agree on such a determination prior to January 1, 2000 any

               Participant or group of Participants may propose such an

               amendment and schedule in a filing with the Commission.



          (b)  Commencing on January 1, 2000, but subject to the adoption

               of an amendment specifying the rights of Participants and

               Non-Participants across constrained interfaces within the

               NEPOOL Control Area and making other necessary or

               appropriate changes in the language of this subsection (b),

               and the preparation of necessary implementing rules and

               computer software, (or on such earlier or later date as is

               fixed by the Management Committee in accordance with

               subsection (a) of this Section), whenever limitations in

               available transmission capacity in any hour require that the

               System Operator dispatch out-of-merit resources that are bid

               by the Participants in any area which is determined to be a

               constrained transmission area in accordance with market

               operation rules approved by the Regional Market Operations

               Committee and the Regional Transmission Operations

               Committee, the System Operator shall determine for the

               constrained transmission area the aggregate Congestion Costs

               for the hour.



               Such Congestion Costs for each hour shall be allocated to

               and paid by Participants and Non-Participants as a

               congestion uplift as follows:



               (i)  In accordance with market operation rules approved by

                    the Regional Market Operations Committee and the

                    Regional Transmission Operations Committee, the System

                    Operator shall identify for each Participant and Non-

                    Participant the difference in megawatt hours, if any,

                    between (A) Electrical Load served by the Participant

                    or Non-Participant in the constrained area and

                    transactions by the Participant or Non-Participant

                    occurring in the hour which utilized the constrained

                    interface to move Energy through the constrained area

                    and (B) the Participant's or Non-Participant's in-merit

                    Energy Entitlements located in the constrained area

                    that were used in the hour to serve such Electrical

                    Load, taking into account Firm Contracts and System

                    Contracts between Participants and electrical losses,

                    if and as appropriate.



               (ii) The System Operator shall identify for each Participant

                    and Non-Participant the megawatt hours, if any, of the

                    rights of that Participant or Non-Participant to use

                    the then effective transfer capability across the

                    constrained interface.



               (iii)The System Operator shall identify for each Participant

                    and Non-Participant the megawatt hours, if any, by

                    which the amount determined pursuant to clause (i)

                    above for that Participant or Non-Participant exceeds

                    the amount determined for that Participant or Non-

                    Participant pursuant to clause (ii) above.  If the

                    clause (i) amount exceeds the clause (ii) amount, the

                    Participant or Non-Participant 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, and such Congestion

                    Costs shall be included, as a transmission charge, in

                    the Regional Network Service, Internal Point-to-Point

                    Service or Through or Out Service charge, whichever is

                    applicable.



          (c)  As used in this Section 14.14, the "Congestion Cost" of an

               out-of-merit resource for an hour means the product of (i)

               the difference between its Dispatch Price and the Energy

               Clearing Price for the hour, times (ii) the number of

               megawatt hours of out-of-merit generation produced by the

               resource for the hour.



14.15ADDITIONAL 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 of this

     Agreement and Section 24 of the Tariff.  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 owned by Participants rated 69 kV or above

     required to allow energy from significant power sources to move freely

     on the New England transmission network, and include:



     1.   All transmission facilities owned by Participants classified as

          PTF, but only so long as, in the case of each such facility, the

          facility remains in service and continues to meet the definition

          of PTF as in effect under this Agreement on April 1, 1998.



     2.   All other transmission lines and associated facilities owned by

          Participants rated 69 kV and above, except for lines and

          associated facilities that contribute little or no parallel

          capability to the NEPOOL Transmission System (as defined in the

          Tariff).  The following do not constitute PTF:



          (a)  Those lines and associated facilities which are required to

               serve local load only.



          (b)  Generator leads, which are defined as radial transmission

               from a generation bus to the nearest point on the NEPOOL

               Transmission System.



          (c)  Lines that are normally operated open.



          (d)  High voltage direct current lines and associated facilities

               which serve to connect the PTF system to a system outside

               the NEPOOL Control Area.



     3.   Parallel linkages in network stations owned by Participants

          (including substation facilities such as transformers, circuit

          breakers and associated equipment) interconnecting the lines

          which constitute PTF.



     4.   Rights of way and land owned by Participants required for the

          installation of facilities which constitute PTF under (1), (2) or

          (3) above.



     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 or catalogue 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, from two geographically separate points on

               the NEPOOL Transmission System, the supply to a load bus

               from the NEPOOL Transmission System are included.



          (iii)Lines which loop, from two geographically separate points on

               the NEPOOL Transmission System, the connections between a

               generator bus and the NEPOOL Transmission System are

               included.



          (iv) Radial connections or connections from a generating station

               to a single substation or switching station on the NEPOOL

               Transmission System are excluded.



     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 by the Regional

     Transmission Operations Committee.



15.5 ADDITIONS TO OR UPGRADES OF PTF.  The possible need for an addition to

     or upgrade of PTF may be identified in connection with an application

     or request for service under the Tariff, or in connection with a

     request for the installation of or material change to a generation or

     transmission facility, or may be separately identified by a NEPOOL

     committee, a Participant or the System Operator.  In such cases, a

     study, if necessary, to assess available transmission capacity and, if

     necessary, a System Impact Study and a Facility Study shall be

     performed by the affected Participant(s) in whose Local Network(s) the

     addition or upgrade would or might be effected or their designee(s),

     or the Regional Transmission Planning Committee and/or the System

     Operator, in the case of a System Impact Study, or the Committee's or

     the System Operator's designee(s) 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, as appropriate, in accordance

     with the affected Participant's Local Network Service Tariff, or in

     accordance with the applicable methodology specified in Attachments C

     and D to the Tariff, and the provisions of the Local Network Service

     Tariff or the applicable provisions of Attachments I and J to the

     Tariff shall apply, as appropriate, with respect to the payment of the

     costs of the study and the other matters covered thereby.



     If any of the studies referred to above indicates that new PTF

     facilities or a facility modification or other PTF upgrades are

     necessary to provide the requested service, or in connection with a

     new or modified generation or transmission facility, or otherwise in

     order 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, upon approval of

     the studies by the Regional Transmission Planning Committee, subject

     to review by the System Operator, one or more Transmission Providers

     shall be designated by the Regional Transmission Planning Committee,

     subject to review by the System Operator, to design and effect the

     construction or modification.



     Upon the designation of a Transmission Provider to design and effect a

     PTF addition or upgrade and the fixing of the cost responsibilities of

     the Participants and Non-Participants and agreement as to the security

     and other provisions of said arrangement, the Transmission Provider

     designated to perform the construction shall, in accordance with the

     terms of such arrangement and subject to Sections 18.4 and 18.5, use

     its best efforts to obtain any necessary public approvals or permits,

     to acquire any required rights of way or other property, and to effect

     the proposed construction or modification.



     Responsibility for the costs of new PTF or any modification or other

     upgrade of PTF required in connection with an application or request

     for service under the Tariff and any related matter shall be

     determined in accordance with Parts V and VI and Schedule 11 to the

     Tariff, including without limitation the provisions relating to

     responsibility for the costs of new PTF or modifications or other

     upgrades to PTF exceeding regional system, regulatory or other public

     requirements set forth in paragraph (ii) of Schedule 11 to the Tariff.





                                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.



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 transmission facilities other than PTF shall provide service over

     such facilities 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 service under its Local Network Service Tariff or

     otherwise (i) 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 and (ii) to permit the delivery to an Eligible Customer taking

     Internal Point-to-Point Service under the Tariff of the Energy and/or

     capacity covered by its Completed Application for that Internal Point-

     to-Point Service.



     A Local Network Service Tariff shall provide:



     (i)  for a pro rata allocation of monthly revenue requirements not

          otherwise paid for through charges to Eligible Customers for

          Local Point-to-Point Service among the Transmission Provider's

          Network 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 from

          Network Customers and Eligible Customers taking Internal Point-

          to-Point Service 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 or Internal Point-to-Point Service

          pursuant to Section 16.6;



     (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 directly

          connected to PTF the percentage specified in the schedule below

          of the applicable Local Network Service Tariff 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:


<TABLE>
<CAPTION>


                 YEAR ONE    YEAR TWO    YEAR THREE    YEAR FOUR    YEAR FIVE
<S>                <C>         <C>          <C>           <C>          <C>
% of charge
to be paid         100%        80%          60%           40%          20%

</TABLE>


     (iv) 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; and



     (v)  that if the Transmission Provider receives transmission revenues

          from an Eligible Customer taking Local Network Service from that

          Transmission Provider with respect to an Excepted Transaction,

          the amounts received shall reduce the amount due from such

          Eligible Customer connected to the Transmission Provider's

          transmission system for Local Network Service provided thereto by

          the Transmission Provider rather than reducing the Transmission

          Provider's total cost of service.



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:


<TABLE>
<CAPTION>

                YEAR ONE     YEAR TWO     YEAR THREE     YEAR FOUR     YEAR FIVE
<S>               <C>          <C>           <C>            <C>           <C>
Allocated
flows:            25%          20%           15%            10%            5%

Annual
Transmission
Revenue
Requirements      75%          80%           85%            90%           95%

</TABLE>


          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 interconnection

          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.   INTERNAL POINT-TO-POINT SERVICE REVENUES.  The revenues received

          by NEPOOL each month for providing Internal Point-to-Point

          Service shall be distributed among the Transmission Providers

          owning or supporting PTF and the Network Customers supporting PTF

          on the basis of the respective Annual Transmission Revenue

          Requirements for PTF under Attachment F to the Tariff.



     D.   ANCILLARY SERVICE PAYMENTS.  The revenues received by NEPOOL

          pursuant to Schedule 1 to the Tariff (scheduling, system control

          and dispatch service) will be used to reimburse NEPOOL, the

          System Operator (if the System Operator does not receive revenues

          for that service under a separate tariff) and Participants for

          the costs which are reflected in the charges for such service.

          The revenues received by NEPOOL pursuant to Schedules 2-7 to the

          Tariff shall be distributed prior to the Second Effective Date in

          accordance with the continuing provisions of the Prior NEPOOL

          Agreement and the rules adopted thereunder, and shall be

          distributed on or after the Second Effective Date in accordance

          with Section 14.



     E.   CONGESTION PAYMENTS.  Any congestion uplift charge received as a

          payment for transmission service pursuant to Section 24 of the

          Tariff for any hour shall be applied in accordance with Section

          14.5(a) in payment for Energy service.



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 or members representing any Participant and its Related

     Persons 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 or members 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 maintain proper power flows into and out of the

     NEPOOL Control Area.



18.4 REVIEW OF PARTICIPANT'S PROPOSED PLANS.



     Each Participant shall submit to the System Operator, 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, 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 System Operator

     or 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 by 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 for services

     rendered 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 (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, 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 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:



                 <circle>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



                 <circle>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 Canada or any state or

          province) 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, any Curtailment, 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 event of Force

     Majeure affecting any Participant shall excuse that Participant from

     making any payment that it is obligated to make under this Agreement.

     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.



21.10CONSTRUCTION.



     (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.



21.11AMENDMENT.  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 aggregate Voting Share of any

     objecting Participant and its Related Persons exceeds 18%, the

     aggregate Voting Share of such Participant and its Related Persons 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.



21.12TERMINATION.  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.



21.13NOTICES 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.



21.14SEVERABILITY 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.



21.15NO 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.



21.16COUNTERPARTS.  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>









                        RESTATED NEPOOL OPEN ACCESS

                           TRANSMISSION TARIFF









<PAGE>


NEPOOL                        Restated Open Access Transmission Tariff
                                        Original Sheet No. 1

                            TABLE OF CONTENTS


I.  COMMON SERVICE PROVISIONS. . . . . . . . . . . . . . . . . 13

1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 13
    1.1  Administrative Costs. . . . . . . . . . . . . . . . . 13
    1.2  Agreement . . . . . . . . . . . . . . . . . . . . . . 13
    1.3  Ancillary Services. . . . . . . . . . . . . . . . . . 13
    1.4  Annual Transmission Revenue 
           Requirements. . . . . . . . . . . . . . . . . . . . 14
    1.5  Application . . . . . . . . . . . . . . . . . . . . . 14
    1.6  Backyard Generation:. . . . . . . . . . . . . . . . . 14
    1.7  Business Day. . . . . . . . . . . . . . . . . . . . . 14
    1.8  Commission. . . . . . . . . . . . . . . . . . . . . . 14
    1.9  Completed Application . . . . . . . . . . . . . . . . 14
    1.10 Compliance Effective Date . . . . . . . . . . . . . . 14
    1.11 Control Area. . . . . . . . . . . . . . . . . . . . . 15
    1.12 Curtailment . . . . . . . . . . . . . . . . . . . . . 16
    1.13 Delivering Party. . . . . . . . . . . . . . . . . . . 16
    1.14 Designated Agent. . . . . . . . . . . . . . . . . . . 16
    1.15 Direct Assignment Facilities. . . . . . . . . . . . . 16
    1.16 Eligible Customer . . . . . . . . . . . . . . . . . . 17
    1.17 Energy Imbalance Service. . . . . . . . . . . . . . . 18
    1.18 Entitlement . . . . . . . . . . . . . . . . . . . . . 18
    1.19 Excepted Transaction. . . . . . . . . . . . . . . . . 19
    1.20 Facilities Study. . . . . . . . . . . . . . . . . . . 19
    1.21 Firm Contract . . . . . . . . . . . . . . . . . . . . 19
    1.22 Firm Point-To-Point Transmission 
           Service . . . . . . . . . . . . . . . . . . . . . . 20
    1.23 Firm Transmission Service . . . . . . . . . . . . . . 20
    1.24 Generator Owner . . . . . . . . . . . . . . . . . . . 20
    1.25 Good Utility Practice . . . . . . . . . . . . . . . . 20
    1.26 HQ Interconnection. . . . . . . . . . . . . . . . . . 21
    1.27 HQ Phase II Firm Energy Contract. . . . . . . . . . . 22
    1.28 In Service. . . . . . . . . . . . . . . . . . . . . . 22
    1.29 Interchange Transactions. . . . . . . . . . . . . . . 23
    1.30 0MITTED . . . . . . . . . . . . . . . . . . . . . . . 23
    1.31 Interest. . . . . . . . . . . . . . . . . . . . . . . 23
    1.32 Internal Point-to-Point Service . . . . . . . . . . . 23
    1.33 Internal Point-to-Point Service . . . . . . . . . . . 23

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 2

    1.34 Interruption. . . . . . . . . . . . . . . . . . . . . 23
    1.35 ISO . . . . . . . . . . . . . . . . . . . . . . . . . 24
    1.36 Load Ratio Share. . . . . . . . . . . . . . . . . . . 24
    1.37 Load Shedding . . . . . . . . . . . . . . . . . . . . 24
    1.38 Local Network . . . . . . . . . . . . . . . . . . . . 25
    1.39 Local Network Service . . . . . . . . . . . . . . . . 25
    1.40 Local Point-To-Point Service. . . . . . . . . . . . . 25
    1.41 Long-Term Firm Service. . . . . . . . . . . . . . . . 26
    1.42 Management Committee. . . . . . . . . . . . . . . . . 26
    1.43 Monthly Network Load. . . . . . . . . . . . . . . . . 26
    1.44 Monthly Peak. . . . . . . . . . . . . . . . . . . . . 26
    1.45 Native Load Customers . . . . . . . . . . . . . . . . 26
    1.46 NEPOOL. . . . . . . . . . . . . . . . . . . . . . . . 26
    1.47 NEPOOL Control Area . . . . . . . . . . . . . . . . . 27
    1.48 NEPOOL Transmission System. . . . . . . . . . . . . . 27
    1.49 Network Customer. . . . . . . . . . . . . . . . . . . 27
    1.50 Network Integration Transmission 
           Service . . . . . . . . . . . . . . . . . . . . . . 27
    1.51 Network Load. . . . . . . . . . . . . . . . . . . . . 27
    1.52 Network Operating Agreement . . . . . . . . . . . . . 28
    1.53 Network Operating Committee . . . . . . . . . . . . . 28
    1.54 Network Resource. . . . . . . . . . . . . . . . . . . 29
    1.55 Network Upgrades. . . . . . . . . . . . . . . . . . . 30
    1.56 Non-Firm Point-To-Point Transmission 
           Service . . . . . . . . . . . . . . . . . . . . . . 31
    1.57 Non-Participant . . . . . . . . . . . . . . . . . . . 31
    1.58 Non-PTF . . . . . . . . . . . . . . . . . . . . . . . 31
    1.59 Open Access Same-Time Information 
           System (OASIS). . . . . . . . . . . . . . . . . . . 31
    1.60 Operating Reserve - 10-Minute Non-Spinning Reserve
           Service . . . . . . . . . . . . . . . . . . . . . . 31
    1.61 Operating Reserve - 10-Minute Spinning 
           Reserve Service . . . . . . . . . . . . . . . . . . 32
    1.62 Operating Reserve - 30-Minute Reserve 
           Service . . . . . . . . . . . . . . . . . . . . . . 32
    1.63 Participant . . . . . . . . . . . . . . . . . . . . . 32
    1.64 Participant RNS Rate. . . . . . . . . . . . . . . . . 32
    1.65 Point(s) of Delivery. . . . . . . . . . . . . . . . . 32
    1.66 Point(s) of Receipt . . . . . . . . . . . . . . . . . 32
    1.67 Point-To-Point Transmission Service . . . . . . . . . 33
    1.68 Pool-Planned Unit . . . . . . . . . . . . . . . . . . 33

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 3

    1.69 Pool PTF Rate . . . . . . . . . . . . . . . . . . . . 34
    1.70 Pool RNS Rate . . . . . . . . . . . . . . . . . . . . 34
    1.71 Power Purchaser . . . . . . . . . . . . . . . . . . . 34
    1.72 Prior NEPOOL Agreement. . . . . . . . . . . . . . . . 34
    1.73 PTF or Pool Transmission Facilities . . . . . . . . . 34
    1.74 Pre-1997 PTF Rate . . . . . . . . . . . . . . . . . . 34
    1.75 Reactive Supply and Voltage Control From
           Generation Sources Service. . . . . . . . . . . . . 35
    1.76 Receiving Party . . . . . . . . . . . . . . . . . . . 35
    1.77 Regional Network Service. . . . . . . . . . . . . . . 35
    1.78 Regulation and Frequency Response Service . . . . . . 35
    1.79 Reserved Capacity . . . . . . . . . . . . . . . . . . 35
    1.80 Scheduling, System Control and Dispatch Service . . . 36
    1.81 Second Effective Date . . . . . . . . . . . . . . . . 36
    1.82 Service Agreement . . . . . . . . . . . . . . . . . . 36
    1.83 Service Commencement Date . . . . . . . . . . . . . . 36
    1.84 Short-Term Firm Service . . . . . . . . . . . . . . . 37
    1.85 System Contract . . . . . . . . . . . . . . . . . . . 37
    1.86 System Impact Study . . . . . . . . . . . . . . . . . 37
    1.87 System Operator . . . . . . . . . . . . . . . . . . . 38
    1.88 Tariff. . . . . . . . . . . . . . . . . . . . . . . . 38
    1.89 Third-Party Sale. . . . . . . . . . . . . . . . . . . 38
    1.90 Through or Out Service. . . . . . . . . . . . . . . . 38
    1.91 Third Effective Date. . . . . . . . . . . . . . . . . 39
    1.92 Ties. . . . . . . . . . . . . . . . . . . . . . . . . 39
    1.93 Transition Period . . . . . . . . . . . . . . . . . . 40
    1.94 Transmission Customer . . . . . . . . . . . . . . . . 40
    1.95 Transmission Provider . . . . . . . . . . . . . . . . 40
    1.96 Unit Contract . . . . . . . . . . . . . . . . . . . . 41
    1.97 Use . . . . . . . . . . . . . . . . . . . . . . . . . 41
    1.98 Year. . . . . . . . . . . . . . . . . . . . . . . . . 42
  
2 Purpose of This Tariff . . . . . . . . . . . . . . . . . . . 43

3 Initial Allocation and Renewal Procedures. . . . . . . . . . 44
    3.1  Initial Allocation of Available Transmission
           Capability. . . . . . . . . . . . . . . . . . . . . 44
    3.2  Reservation Priority For Existing Firm 
           Service Customers . . . . . . . . . . . . . . . . . 45
    3.3  Initial Election of Optional Internal 
           Point-to-Point Service. . . . . . . . . . . . . . . 46
    3.4  Election as to In Service . . . . . . . . . . . . . . 47

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 4


4 Ancillary Services . . . . . . . . . . . . . . . . . . . . . 48
    4.1  Scheduling, System Control and Dispatch Service . . . 50
    4.2  Reactive Supply and Voltage Control from
           Generation Sources Service. . . . . . . . . . . . . 50
    4.3  Regulation and Frequency Response Service . . . . . . 50
    4.4  Energy Imbalance Service. . . . . . . . . . . . . . . 50
    4.5  Operating Reserve - 10-Minute Spinning 
           Reserve Service . . . . . . . . . . . . . . . . . . 50
    4.6  Operating Reserve - 10-Minute Non-Spinning Reserve
           Service . . . . . . . . . . . . . . . . . . . . . . 50
    4.7  Operating Reserve - 30-Minute Reserve 
           Service . . . . . . . . . . . . . . . . . . . . . . 51

5 Open Access Same-Time Information System (OASIS) . . . . . . 51

6 Local Furnishing and Other Tax-Exempt Bonds. . . . . . . . . 51
    6.1  Participants That Own Facilities Financed 
           by Local Furnishing or Other Tax-Exempt Bonds . . . 51
    6.2  Alternative Procedures for Requesting Transmission
         Service - Local Furnishing Bonds. . . . . . . . . . . 52
    6.3  Alternative Procedures for Requesting Transmission
         Service - Other Tax-Exempt Bonds. . . . . . . . . . . 54

7 Reciprocity. . . . . . . . . . . . . . . . . . . . . . . . . 55

8 Billing and Payment; Accounting. . . . . . . . . . . . . . . 56
    8.1  Participant Billing Procedure . . . . . . . . . . . . 56
    8.2  Non-Participant Billing Procedure . . . . . . . . . . 56
    8.3  Interest on Unpaid Balances . . . . . . . . . . . . . 57
    8.4  Customer Default. . . . . . . . . . . . . . . . . . . 57
    8.5  Study Costs and Revenues. . . . . . . . . . . . . . . 59

9 Regulatory Filings . . . . . . . . . . . . . . . . . . . . . 60


10 Force Majeure and Indemnification . . . . . . . . . . . . . 61
    10.1 Force Majeure . . . . . . . . . . . . . . . . . . . . 61
    10.2 Indemnification . . . . . . . . . . . . . . . . . . . 62

11 Creditworthiness. . . . . . . . . . . . . . . . . . . . . . 63

12 Dispute Resolution Procedures . . . . . . . . . . . . . . . 63
    12.1 Internal Dispute Resolution Procedures. . . . . . . . 63
    12.2 Rights Under The Federal Power Act. . . . . . . . . . 65

13 Stranded Costs. . . . . . . . . . . . . . . . . . . . . . . 65

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 5

    13.1 General . . . . . . . . . . . . . . . . . . . . . . . 65
    13.2 Commission Requirements . . . . . . . . . . . . . . . 65
    13.3 Wholesale Contracts . . . . . . . . . . . . . . . . . 66
    13.4 Right to Seek or Contest Recovery Unimpaired. . . . . 66


II. REGIONAL NETWORK SERVICE (NETWORK INTEGRATION
    TRANSMISSION SERVICE). . . . . . . . . . . . . . . . . . . 66

14 Nature of Regional Network Service. . . . . . . . . . . . . 67

15 Availability of Regional Network Service. . . . . . . . . . 67
    15.1 Provision of Regional Network Service . . . . . . . . 67
    15.2 Eligibility to Receive Regional Network Service . . . 68

16 Payment for Regional Network Service. . . . . . . . . . . . 68

17 Procedure for Obtaining Regional Network Service. . . . . . 69


III. THROUGH OR OUT SERVICE; INTERNAL POINT-TO-POINT
       SERVICE . . . . . . . . . . . . . . . . . . . . . . . . 69

18 Through or Out Service. . . . . . . . . . . . . . . . . . . 70
    18.1 Provision of Through or Out Service . . . . . . . . . 70
    18.2 Use of Through or Out Service . . . . . . . . . . . . 70

19 Internal Point-to-Point Service . . . . . . . . . . . . . . 71
    19.1 Provision of Internal Point-to-Point Service. . . . . 71
    19.2 Use of Internal Point-to-Point Service. . . . . . . . 71
    19.3 Use by a Transmission Customer. . . . . . . . . . . . 72

20 Payment for Through or Out Service. . . . . . . . . . . . . 74

21 Payment for Internal Point-to-Point Service . . . . . . . . 75

22 Reservation of Capacity for Point-to-Point Transmission
   Service . . . . . . . . . . . . . . . . . . . . . . . . . . 78
22A In Service . . . . . . . . . . . . . . . . . . . . . . . . 78


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 6


IV. SERVICE DURING THE TRANSITION PERIOD; CONGESTION 
      COSTS; EXCEPTED TRANSACTIONS . . . . . . . . . . . . . . 83

23 Transition Arrangements . . . . . . . . . . . . . . . . . . 84

24 Congestion Costs. . . . . . . . . . . . . . . . . . . . . . 84

25 Excepted Transactions . . . . . . . . . . . . . . . . . . . 87


V. POINT-TO-POINT TRANSMISSION SERVICE; IN SERVICE . . . . . . 92
     Preamble. . . . . . . . . . . . . . . . . . . . . . . . . 92

26 Scope of Application of Part V. . . . . . . . . . . . . . . 93

27 Nature of Firm Point-To-Point Transmission Service. . . . . 94
    27.1 Term. . . . . . . . . . . . . . . . . . . . . . . . . 94
    27.2 Reservation Priority. . . . . . . . . . . . . . . . . 94
    27.3 Use of Firm Point-To-Point Transmission Service by
           the Participants That Own PTF . . . . . . . . . . . 96
    27.4 Service Agreements. . . . . . . . . . . . . . . . . . 96
    27.5 Transmission Customer Obligations for Facility 
           Additions or Redispatch Costs. . . . . . . . . . .  97
    27.6 Curtailment of Firm Transmission Service. . . . . . . 98
    27.7 Classification of Firm Point-To-Point Transmission
           Service . . . . . . . . . . . . . . . . . . . . . .100
    27.8 Scheduling of Firm Point-To-Point Transmission 
           Service. . . . . . . . . . . . . . . . . . . . . . 104

28 Nature of Non-Firm Point-To-Point Transmission Service. . .105
    28.1 Term. . . . . . . . . . . . . . . . . . . . . . . . .105
    28.2 Reservation Priority. . . . . . . . . . . . . . . . .106
    28.3 Use of Non-Firm Point-To-Point Transmission
           Service by the Transmission Provider. . . . . . . .108
    28.4 Service Agreements. . . . . . . . . . . . . . . . . .108
    28.5 Classification of Non-Firm Point-To-Point
           Transmission Service. . . . . . . . . . . . . . . .109
    28.6 Scheduling of Non-Firm Point-To-Point Transmission
           Service:. . . . . . . . . . . . . . . . . . . . . .111
    28.7 Curtailment or Interruption of Service. . . . . . . .113

29 Service Availability. . . . . . . . . . . . . . . . . . . .116
    29.1 General Conditions. . . . . . . . . . . . . . . . . .116

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 7

    29.2 Determination of Available Transmission Capability. .116
    29.3 Initiating Service in the Absence of an Executed
           Service Agreement . . . . . . . . . . . . . . . . .116
    29.4 Obligation to Provide Transmission Service that
           Requires Expansion or Modification of the
           Transmission System . . . . . . . . . . . . . . . .117
    29.5 Deferral of Service . . . . . . . . . . . . . . . . .118
    29.6 Real Power Losses . . . . . . . . . . . . . . . . . .119
    29.7 Load Shedding . . . . . . . . . . . . . . . . . . . .120

30 Transmission Customer Responsibilities. . . . . . . . . . .120
    30.1 Conditions Required of Transmission Customers . . . .120
    30.2 Transmission Customer Responsibility for Third-
           Party Arrangements. . . . . . . . . . . . . . . . .121
31 Procedures for Arranging Firm Point-To-Point Transmission
   Service . . . . . . . . . . . . . . . . . . . . . . . . . .122
    31.1 Application . . . . . . . . . . . . . . . . . . . . .122
    31.2 Completed Application . . . . . . . . . . . . . . . .123
    31.3 Deposit . . . . . . . . . . . . . . . . . . . . . . .124
    31.4 Notice of Deficient Application . . . . . . . . . . .126
    31.5 Response to a Completed Application . . . . . . . . .127
    31.6 Execution of Service Agreement. . . . . . . . . . . .128
    31.7 Extensions for Commencement of Service. . . . . . . .129

32 Procedures for Arranging Non-Firm Point-To-Point
   Transmission Service. . . . . . . . . . . . . . . . . . . .130
    32.1 Application . . . . . . . . . . . . . . . . . . . . .130
    32.2 Completed Application:. . . . . . . . . . . . . . . .130
    32.3 Reservation of Non-Firm Point-To-Point Transmission
          Service. . . . . . . . . . . . . . . . . . . . . . .132
    32.4 Determination of Available Transmission Capability. .132

33 Additional Study Procedures For Firm Point-To-Point
   Transmission Service Requests . . . . . . . . . . . . . . .133
    33.1 Notice of Need for System Impact Study. . . . . . . .133
    33.2 System Impact Study Agreement and Cost
           Reimbursement . . . . . . . . . . . . . . . . . . .135
    33.3 System Impact Study Procedures. . . . . . . . . . . .136
    33.4 Facilities Study Procedures . . . . . . . . . . . . .138
    33.5 Facilities Study Modifications. . . . . . . . . . . .140
    33.6 Due Diligence in Completing New 

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 8

           Facilities. . . . . . . . . . . . . . . . . . . . .141
    33.7 Partial Interim Service . . . . . . . . . . . . . . .141
    33.8 Expedited Procedures for New Facilities . . . . . . .142

34 Procedures if New Transmission Facilities for Firm
   Point-To-Point Transmission Service Cannot be Completed . .143
    34.1 Delays in Construction of New Facilities. . . . . . .143
    34.2 Alternatives to the Original Facility Additions . . .144
    34.3 Refund Obligation for Unfinished Facility
           Additions . . . . . . . . . . . . . . . . . . . . .145

35 Provisions Relating to Transmission Construction and
   Services on the Systems of Other Utilities. . . . . . . . .146
    35.1 Responsibility for Third-Party System Additions . . .146
    35.2 Coordination of Third-Party System  Additions . . . .147

36 Changes in Service Specifications . . . . . . . . . . . . .148
    36.1 Modifications on a Non-Firm Basis . . . . . . . . . .148
    36.2 Modification on a Firm Basis. . . . . . . . . . . . .150

37 Sale, Assignment or Transfer of Transmission Service. . . .151
    37.1 Procedures for Sale, Assignment or 
           Transfer of Service . . . . . . . . . . . . . . . .151
    37.2 Limitations on Assignment or Transfer of Service. . .152
    37.3 Information on Assignment or Transfer of Service. . .153

38 Metering and Power Factor Correction at Receipt and
   Delivery Points(s). . . . . . . . . . . . . . . . . . . . .153
    38.1 Transmission Customer Obligations . . . . . . . . . .153
    38.2 NEPOOL Access to Metering Data. . . . . . . . . . . .154
    38.3 Power Factor. . . . . . . . . . . . . . . . . . . . .154

39 Compensation for New Facilities and Redispatch Costs. . . .154

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 9


VI. REGIONAL NETWORK SERVICE (NETWORK INTEGRATION
    TRANSMISSION SERVICE). . . . . . . . . . . . . . . . . . .155

40 Nature of Regional Network Service. . . . . . . . . . . . .155
    40.1 Scope of Service. . . . . . . . . . . . . . . . . . .155
    40.2 Transmission Provider Responsibilities. . . . . . . .156
    40.3 Network Integration Transmission Service. . . . . . .157
    40.4 Secondary Service . . . . . . . . . . . . . . . . . .157
    40.5 Real Power Losses . . . . . . . . . . . . . . . . . .158
    40.6 Restrictions on Use of Service. . . . . . . . . . . .159

41 Initiating Service. . . . . . . . . . . . . . . . . . . . .159
    41.1 Condition Precedent for Receiving Service . . . . . .159
    41.2 Application Procedures. . . . . . . . . . . . . . . .160
    41.3 Technical Arrangements to be Completed Prior to
           Commencement of Service . . . . . . . . . . . . . .164
    41.4 Network Customer Facilities . . . . . . . . . . . . .165
    41.5 Filing of Service Agreement . . . . . . . . . . . . .165

42 Network Resources . . . . . . . . . . . . . . . . . . . . .165
    42.1 Designation of Network Resources. . . . . . . . . . .165
    42.2 Designation of New Network Resources. . . . . . . . .166
    42.3 Termination of Network Resources. . . . . . . . . . .167
    42.4 Network Customer Redispatch Obligation. . . . . . . .167
    42.5 Transmission Arrangements for Network Resources Not
           Physically Interconnected With The NEPOOL
           Transmission System . . . . . . . . . . . . . . . .167
    42.6 Limitation on Designation of Resources. . . . . . . .168
    42.7 Use of Interface Capacity by the Network Customer . .169

43 Designation of Network Load . . . . . . . . . . . . . . . .169
    43.1 Network Load. . . . . . . . . . . . . . . . . . . . .169
    43.2 New Network Loads Connected With the NEPOOL
           Transmission System . . . . . . . . . . . . . . . .170
    43.3 Network Load Not Physically Interconnected with
           the NEPOOL Transmission System. . . . . . . . . . .170
    43.4 New Interconnection Points. . . . . . . . . . . . . .172
    43.5 Changes in Service Requests . . . . . . . . . . . . .172
    43.6 Annual Load and Resource Information 
           Updates . . . . . . . . . . . . . . . . . . . . . .173

44 Additional Study Procedures For Network Integration
   Transmission Service Requests . . . . . . . . . . . . . . .173
    44.1 Notice of Need for System Impact Study. . . . . . . .173


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 10

    44.2 System Impact Study Agreement and Cost
           Reimbursement . . . . . . . . . . . . . . . . . . .175
    44.3 System Impact Study Procedures. . . . . . . . . . . .176
    44.4 Facilities Study Procedures . . . . . . . . . . . . .178

45 Load Shedding and Curtailments. . . . . . . . . . . . . . .181
    45.1 Procedures. . . . . . . . . . . . . . . . . . . . . .181
    45.2 Transmission Constraints. . . . . . . . . . . . . . .181
    45.3 Cost Responsibility for Relieving Transmission
           Constraints . . . . . . . . . . . . . . . . . . . .182
    45.4 Curtailments of Scheduled Deliveries. . . . . . . . .183
    45.5 Allocation of Curtailments. . . . . . . . . . . . . .183
    45.6 Load Shedding . . . . . . . . . . . . . . . . . . . .184
    45.7 System Reliability. . . . . . . . . . . . . . . . . .184

46 Rates and Charges . . . . . . . . . . . . . . . . . . . . .186
    46.1 Determination of Network Customer's Monthly
           Network Load. . . . . . . . . . . . . . . . . . . .186

47 Operating Arrangements. . . . . . . . . . . . . . . . . . .186
    47.1 Operation under The Network Operating Agreement . . .186
    47.2 Network Operating Agreement . . . . . . . . . . . . .187
    47.3 Network Operating Committee . . . . . . . . . . . . .189


48 Scope of Application of Part VI to Participants . . . . . .189


VII.  INTERCONNECTIONS . . . . . . . . . . . . . . . . . . . .192

49  Interconnection Requirements . . . . . . . . . . . . . . .192

50  Rights of Generator Owners . . . . . . . . . . . . . . . .197

51  New Interconnection to Other Control Area. . . . . . . . .199



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 11

SCHEDULE 1 -  Scheduling, System Control and Dispatch Service.201
SCHEDULE 2 -  Reactive Supply and Voltage Control from
              Generation Sources Service . . . . . . . . . . .204
SCHEDULE 3 -  Regulation and Frequency Response Service
              (Automatic Generator Control). . . . . . . . . .208
SCHEDULE 4 -  Energy Imbalance Service . . . . . . . . . . . .211
SCHEDULE 5 -  Operating Reserve - 10-Minute Spinning 
              Reserve Service. . . . . . . . . . . . . . . . .213
SCHEDULE 6 -  Operating Reserve - 10-Minute Non-Spinning
              Reserve Service. . . . . . . . . . . . . . . . .216
SCHEDULE 7 -  Operating Reserve - 30-Minute Reserve Service. .219
SCHEDULE 8 -  Through or Out Service -The Pool PTF Rate. . . .222
SCHEDULE 9 -  Regional Network Service . . . . . . . . . . . .225
SCHEDULE 10 - Internal Point-to-Point Service. . . . . . . . .232
SCHEDULE 11 - Additions to or Upgrades of PTF. . . . . . . . .234

<PAGE>
NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 12

ATTACHMENT A - Form of Service Agreement for Through or Out
               Service or Internal Point-To-Point Service. . .245
ATTACHMENT B - Form Of Service Agreement For Regional 
               Network Service . . . . . . . . . . . . . . . .252
ATTACHMENT C - Methodology To Assess Available Transmission
               Capability. . . . . . . . . . . . . . . . . . .256
ATTACHMENT D - Methodology for Completing a System Impact 
               Study . . . . . . . . . . . . . . . . . . . . .259
ATTACHMENT E - Local Networks. . . . . . . . . . . . . . . . .262
ATTACHMENT F - Annual Transmission Revenue Requirements. . . .264
Attachment G - List of Excepted Transaction Agreements . . . .278
Attachment G-1 - List of Excepted Agreements . . . . . . . . .283
Attachment G-2 - List of Certain Arrangements over External
                 Ties. . . . . . . . . . . . . . . . . . . . .285
ATTACHMENT H - Form of Network Operating Agreement . . . . . .287
ATTACHMENT I - Form of System Impact Study Agreement . . . . .310
ATTACHMENT J - Form of Facilities Study Agreement. . . . . . .326


<PAGE>


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 13


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 this

    Section 1. Terms used in this Tariff that are not defined in this Tariff

    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.

     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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 14

     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   Backyard Generation: Generation which interconnects directly with

           distribution facilities dedicated solely to load not designated as

           Network Load.  Any distribution facilities which are shared with

           Network Load will not qualify.

     1.7   Business Day:  Any day other than a Saturday or Sunday or a

           national or Massachusetts holiday.

     1.8   Commission:  The Federal Energy Regulatory Commission.

     1.9   Completed Application:  An Application that satisfies all of the

           information and other requirements of this Tariff, including any

           required deposit.

     1.10  Compliance Effective Date:  The date upon which the changes in

           this Tariff which have been reflected 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 15

           herein to comply with the Commission's Order of April 20, 1998 in the

           NEPOOL restructuring proceedings become effective.

     1.11  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 of the applicable regional reliability council or

               the North American Electric Reliability Council; and


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 16

           (4) provide sufficient generating capacity to maintain operating

               reserves in accordance with Good Utility Practice.

     1.12  Curtailment:  A reduction in firm or non-firm transmission service

           in response to a transmission capacity shortage as a result of

           system reliability conditions.

     1.13  Delivering Party:  The entity supplying capacity and/or energy to

           be transmitted at Point(s) of Receipt under this Tariff.

     1.14  Designated Agent:  Any entity that performs actions or functions

           required under the Tariff on behalf of NEPOOL, an Eligible Customer,

           or a Transmission Customer.

     1.15  Direct Assignment Facilities:  Facilities or portions of

           facilities that are Non-PTF and are constructed for the sole

           use/benefit of a particular Transmission Customer requesting service

           under this Tariff or a Generator Owner requesting an

           interconnection.  Direct Assignment Facilities shall be specified in

           a separate agreement with the Transmission Provider whose


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 17

           transmission system is to be modified to include and/or interconnect

           with said Facilities, shall be subject to applicable Commission

           requirements and shall be paid for by the Transmission Customer or a

           Generator Owner or Interconnection Requester in accordance with the

           separate agreement and not under this Tariff.

     1.16  Eligible Customer: (i) Any Participant that is engaged, or

           proposes to engage, in the wholesale or retail electric power

           business is an Eligible Customer under the Tariff.  (ii) Any

           electric utility (including any power marketer), Federal power

           marketing agency, or any other entity generating electric energy for

           sale or for resale is an Eligible Customer under the Tariff.

           Electric energy sold or produced by such entity may be electric

           energy produced in the United States, Canada or Mexico.  However,

           with respect to transmission service that the Commission is

           prohibited from ordering by Section 212(h) of the Federal Power Act,

           such entity is eligible only if the service is provided pursuant to a


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 18

           state requirement that the Transmission Provider with which that

           entity is directly interconnected offer the unbundled transmission

           service, or pursuant to a voluntary offer of such service by the

           Transmission Provider with which that entity is directly

           interconnected.  (iii) Any end user taking or eligible to take

           unbundled transmission service pursuant to a state requirement that

           the Transmission Provider with which that end user is directly

           interconnected offer the transmission service, or pursuant to a

           voluntary offer of such service by the Transmission Provider with

           which that end user is directly interconnected, is an Eligible

           Customer under the Tariff.

     1.17  Energy Imbalance Service:  This service is the form of Ancillary

           Service described in Schedule 4.

     1.18  Entitlement:  An Installed Capability Entitlement, Operable

           Capability Entitlement, Energy Entitlement, Operating Reserve

           Entitlement, or AGC Entitlement, in each case as defined in the

           Agreement.  When used in the plural form, it may be any or all such


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 19

           Entitlements or combinations thereof, as the context requires.

     1.19  Excepted Transaction:  A transaction specified in Section 25 for

           the applicable period specified in that Section.

     1.20  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 or interconnection.

     1.21  Firm Contract:  Any contract, other than a Unit Contract, for the

           purchase of Installed Capability, Operable Capability, Energy,

           Operating Reserves, and/or AGC (as defined in the Agreement),

           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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 20

           inability to make deliveries thereunder as the result of events

           beyond the supplier's reasonable control.

     1.22  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 V of this Tariff.

     1.23  Firm Transmission Service:  Service for Native Load Customers,

           firm Regional Network Service (Network Integration Transmission

           Service), service for Excepted Transactions, Firm Internal Point-To-

           Point Transmission Service, or Firm Through or Out Service.

     1.24  Generator Owner:  The owner, in whole or part, of a generating

           unit whether located within or outside the NEPOOL Control Area.

     1.25  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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 21

           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.

     1.26  HQ Interconnection:  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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 22

           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.

     1.27  HQ Phase II Firm Energy Contract:  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.

     1.28  In Service:  The service provided by NEPOOL with respect to an

           import transaction which requires the use of PTF and goes into the

           NEPOOL Transmission System from the Maine Electric Power Company

           line or New York, or into the NEPOOL Control Area on any new

           interconnection constructed after the Compliance Effective Date in

           accordance with Section 22A of this Tariff.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 23

     1.29  Interchange Transactions:  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 the Agreement on and after the Second Effective Date.

     1.30  0MITTED

     1.31  Interest:  Interest calculated in the manner specified in Section

           8.3.

     1.32  Internal Point-to-Point Service:  Point-to-Point Transmission

           Service with respect to a transaction where the Point of Receipt is

           at the boundary of or within the NEPOOL Control area and the Point

           of Delivery is within the NEPOOL Control Area.

     1.33  Internal Point-to-Point Service Rate: The rate applicable to

           Internal Point-to-Point Service, which shall be equal for each

           delivery to 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.

     1.34  Interruption:  A reduction in non-firm transmission service due to

           economic reasons pursuant to Section 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 24

           28.7, other than a reduction which results from a failure to dispatch

           a generating resource (including a contract used in a transaction

           requiring In Service or Through or Out Service) which is out of merit

           order.

     1.35  ISO:  The Independent System Operator which is responsible 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.

     1.36  Load Ratio Share:  Ratio of a Transmission Customer's most

           recently reported Monthly Network Load in the case of Network

           Customers and including where applicable Point-to-Point Customers'

           Reserved Capacity, to the total load of Network Customers and Point-

           to-Point customers, computed in accordance with Part VI of the

           Tariff.

     1.37  Load Shedding:  The systematic reduction of system demand by

           temporarily decreasing load in response to transmission system or

           area capacity shortages, system instability, or for voltage control

           considerations under Part VI of the Tariff.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 25

     1.38  Local Network:  The transmission facilities constituting a local

           network identified on Attachment E, and any 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.

     1.39  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.

     1.40  Local Point-To-Point Service:  Local Point-To-Point service is

           Point-to-Point Transmission Service provided, under a separate

           tariff or contract, by a Participant that is a Transmission Provider

           over Non-PTF or distribution facilities to permit deliveries to


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 26

           or from an interconnection point on the NEPOOL Transmission System.

     1.41  Long-Term Firm Service:  Firm Transmission Service with a term of

           one year or more.

     1.42  Management Committee:  The committee established pursuant to

           Section 6 of the Agreement.

     1.43  Monthly Network Load:  Has the meaning specified in Section 46.1.

     1.44  Monthly Peak:  Has the meaning specified in Section 46.1.

     1.45  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.

     1.46  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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 27

     1.47  NEPOOL Control Area:  The Control Area (as defined in Section

           1.11) for NEPOOL.

     1.48  NEPOOL Transmission System:  The PTF transmission facilities.

     1.49  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.

     1.50  Network Integration Transmission Service:  Regional Network

           Service, which may be used with respect to Network Resources or

           Network Load not physically interconnected with the NEPOOL

           Transmission System.

     1.51  Network Load:  The load that a Network Customer designates for

           Network Integration Transmission Service under Part II and Part VI

           of the Tariff.  The Network Customer's Network Load shall include

           all load designated by the Network Customer (including losses) and

           shall not be credited or reduced for any behind-the-meter generation.

           A Network Customer may elect to designate less than its total load as

           Network Load but may not designate only part of the load at a 

           discrete 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 28

           Point of Delivery.  Where an Eligible Customer has elected not to

           designate a particular load at discrete Points of Delivery as Network

           Load, the Eligible Customer is responsible for making separate 

           arrangements under Part III and Part V of the Tariff for any

           Point-to-Point Transmission Service that may be necessary for such

           non-designated load.

     1.52  Network Operating Agreement:  An executed agreement in the form of

           Attachment H, or any other form that is mutually agreed to, that

           contains the terms and conditions under which the Network Customer

           shall operate its facilities and the technical and operational

           matters associated with the implementation of Network Integration

           Transmission Service under Part II and Part VI of this Tariff. The

           Agreement and the rules adopted thereunder shall constitute the

           Network Operating Agreement for Participants.

     1.53  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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 29

           for implementation of Network Integration Transmission Service under

           Part II and Part VI of this Tariff.  The Network Operating Committee

           for Network Customers that are Participants shall be the NEPOOL

           Regional Transmission Operations Committee and the NEPOOL Regional

           Transmission Planning Committee, meeting jointly in a meeting

           designated as the annual Network Operating Committee

           meeting.  Notice of each meeting of the Committee pursuant to

           Section 47.3 shall be given to each Non-Participant receiving

           Regional Network Service under this Tariff and the Non-Participant

           shall have the right to be represented at each of such meetings.

     1.54  Network Resource: (1) With respect to Participants, (a) any

           generating resource located in the NEPOOL Control Area which has

           been placed in service prior to the Compliance Effective Date

           (including a unit that has lost its capacity value when its capacity

           value is restored and a deactivated unit which may be reactivated

           without satisfying the requirements of Section 49 of this Tariff in

           accordance with the 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 30

           provisions thereof) until retired; (b) any generating resource 

           located in the NEPOOL Control Area which is placed in service after

           the Compliance Effective Date until retired, provided that (i) the 

           Generator Owner has complied with the requirements of Section 49 of

           the Tariff, and (ii) the output of the unit shall be limited in

           accordance with Section 49, if required; and (c) any generating

           resource or combination of resources (including bilateral purchases)

           located outside the NEPOOL Control Area for so long as any

           Participant has an Entitlement in the resource or resources which is

           being delivered to it in the NEPOOL Control Area to serve Network

           Load located in the NEPOOL Control Area or other designated Network

           Loads contemplated by Section 43.3 of this Tariff taking Regional

           Network Service.  (2) With respect to Non-Participant Network

           Customers, any generating resource owned, purchased or leased by the

           Network Customer which it designates to serve Network Load.

     1.55  Network Upgrades:  Modifications or additions to transmission-

           related facilities that are integrated 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 31

           with and support the overall NEPOOL Transmission System for the

           general benefit of all users of such Transmission System.

     1.56  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.

     1.57  Non-Participant:  Any entity that is not a Participant.

     1.58  Non-PTF:  The transmission facilities owned by the Participants

           that do not constitute PTF.

     1.59  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 and all additional requirements implemented by

           subsequent Commission orders dealing with OASIS.

     1.60  Operating Reserve - 10-Minute Non-Spinning Reserve Service:  This

           service is the form of Ancillary Service described in Schedule 6.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 32

     1.61  Operating Reserve - 10-Minute Spinning Reserve Service:  This

           service is the form of Ancillary Service described in Schedule 5.

     1.62  Operating Reserve - 30-Minute Reserve Service:  This service is

           the form of Ancillary Service described in Schedule 7.

     1.63  Participant: A participant in NEPOOL under the Agreement.

     1.64  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.

     1.65  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 Point of Delivery may be

           designated as the NEPOOL power exchange.  The Point(s) of Delivery

           shall be specified in the Service Agreement, if applicable, for

           Long-Term Firm Point-To-Point Transmission Service.

     1.66  Point(s) of Receipt:  Point(s) of interconnection where capacity

           and/or energy to be transmitted by the 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 33

           Participants will be made available to NEPOOL by the Delivering Party

           under this Tariff.  The Point of Receipt may be designated as the

           NEPOOL power exchange in circumstances where the System Operator does

           not require greater specificity.  The Point(s) of Receipt shall be

           specified in the Service Agreement, if applicable, for Long-Term Firm

           Point-To-Point Transmission Service.

     1.67  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.  NEPOOL

           Point-to-Point Transmission Service includes both Internal Point-to-

           Point Service and Through or Out Service.

     1.68  Pool-Planned Unit: 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).


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 34

     1.69  Pool PTF Rate:  The transmission rate determined in accordance

           with Schedule 8 to this Tariff.

     1.70  Pool RNS Rate:  The transmission rate determined in accordance

           with paragraph (2) of Schedule 9 to this Tariff.

     1.71  Power Purchaser:  The entity that is purchasing the capacity

           and/or energy to be transmitted under the Tariff.

     1.72  Prior NEPOOL Agreement:  The NEPOOL Agreement as in effect on

           December 1, 1996.

     1.73  PTF or Pool Transmission Facilities:  (i) The 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.

     1.74  Pre-1997 PTF Rate:  The transmission rate of a Participant

           determined in accordance with paragraph (5) of Schedule 9 to this

           Tariff.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 35

     1.75  Reactive Supply and Voltage Control From Generation Sources

           Service:  This service is the form of Ancillary Service described in

           Schedule 2.

     1.76  Receiving Party:  The entity receiving the capacity and/or energy

           transmitted to Point(s) of Delivery under this Tariff.

     1.77  Regional Network Service:  The transmission service described in

           Section 14 and Part VI of this Tariff.

     1.78  Regulation and Frequency Response Service:  This service is the

           form of Ancillary Service described in Schedule 3.

     1.79  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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 36

     1.80  Scheduling, System Control and Dispatch Service:  This service is

           the form of Ancillary Service described in Schedule 1.

     1.81  Second Effective Date:  The date on which the provisions of Part

           Three of the Agreement (other than the Installed Capability

           Responsibility provisions of Section 12) shall become effective and

           shall be such date as the Commission may fix on its own or pursuant

           to a request of the Management Committee.

     1.82  Service Agreement:  The initial agreement and any amendments or

           supplements thereto entered into by the Transmission Customer and

           the System Operator for service under this Tariff.

     1.83  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 48 of this Tariff, the date service actually commences.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 37

     1.84  Short-Term Firm Service:  Firm Transmission Service with a term of

           less than one year.

     1.85  System Contract: Any contract for the purchase of Installed

           Capability, Operable Capability, Energy, Operating Reserves and/or

           AGC (as defined in the Agreement), 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 Reserves and/or

           AGC.

     1.86  System Impact Study:  An assessment pursuant to Part V, VI or VII

           of this Tariff of (i) the adequacy of the NEPOOL Transmission System

           to accommodate a request for the interconnection of a new or

           materially changed generating unit or a new or materially changed

           interconnection to another Control Area or new Regional Network

           Service, Internal Point-to-Point Service or Through or Out Service,

           and (ii) whether any additional costs may be required to be incurred

           in order to provide the interconnection or transmission service.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 38

     1.87  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 is the ISO.

     1.88  Tariff:  This NEPOOL Open Access Transmission Tariff and

           accompanying schedules and attachments, as modified and amended from

           time to time.

     1.89  Third-Party Sale:  Any sale for resale in interstate commerce to a

           Power Purchaser that is not designated as part of Network Load under

           the Regional Network Service.

     1.90  Through or Out Service: Point-to-Point Transmission Service

           provided by NEPOOL with respect to a transaction which requires the

           use of PTF and which goes through the NEPOOL Control Area, as, for

           example, from the Maine Electric Power Company line or 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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 39

           Control Area from a point in the NEPOOL Control Area, as, for

           example, from Boston to New York.

     1.91  Third Effective Date: 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.

     1.92  Ties: (1) The PTF lines and facilities which connect the NEPOOL

           Transmission System to the transmission line owned by Maine Electric

           Power Company, which is in turn connected to the transmission system

           in New Brunswick, (2) the PTF lines and facilities which connect the

           NEPOOL Transmission System to the transmission system in New York

           and (3) any new PTF lines and facilities which connect the NEPOOL

           Transmission System to the transmission system in another Control

           Area.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 40

     1.93  Transition Period:  The five-year period commencing on March 1,

           1997.

     1.94  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 48 of this Tariff, 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 this Tariff.  This term is used in Part I

           to include customers receiving transmission service under this

           Tariff.

     1.95  Transmission Provider:  The Participants, collectively, which own

           PTF and are in the business of providing transmission service or

           provide service under a local open access transmission tariff, or in

           the case of a municipal Participant, would be required to do so if

           requested pursuant to the reciprocity 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 41

           requirements specified in the Tariff, or an individual such 

           Participant, whichever is appropriate.

     1.96  Unit Contract:  A 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 Reserves and/or AGC if, or to the

           extent that, a specific electric generating unit or units is or can

           be operated.

     1.97  Use: For a Transmission Customer which has exercised its option to

           take Internal Point-to-Point Service to serve all or a portion of

           its load at any Point of Delivery, the greatest for the hour of (i)

           the maximum amount that it will receive in the hour, as determined

           from meters and adjusted for losses, at that Point of Delivery from

           the resources covered by its Completed Applications and from

           Interchange Transactions, or (ii) the portion of its Installed

           Capability Responsibility (as determined in accordance with the


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 42

           Agreement) for the month which must be satisfied at that Point of

           Delivery with such resources if the Transmission Customer is a

           Participant, or (iii) the portion of its Operable Capability

           Responsibility (as determined in accordance with the Agreement) for

           the hour which must be satisfied at that Point of Delivery with such

           resources if the Transmission Customer is a Participant, or (iv) the

           amount of capacity from such resources that the Transmission

           Customer must receive, adjusted to include losses, at such Point of

           Delivery for the hour to meet its reliability obligations if the

           Transmission Customer is a Non-Participant.  Use shall be expressed

           in terms of whole kilowatts on a sixty-minute interval (commencing

           on the clock hour) basis.

     1.98  Year:  A period of 365 or 366 days, whichever is appropriate,

           commencing on, or on the anniversary of, March 1, 1997.  Year One is

           the Year commencing on March 1, 1997, and Years Two and higher

           follow it in sequence.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 43

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 Participant's filed tariff.  Any new regional use of the NEPOOL

    Transmission System must be obtained from NEPOOL pursuant to this Tariff

    and not from individual Participants.  Ancillary Services will be supplied

    in accordance with Section 4 of this Tariff.



    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 System had to be

    obtained and paid for under the individual tariffs of the Participants to a


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 44

    regime in which the service will be obtained from the Participants through

    NEPOOL at a rate which will not vary with distance.  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 service which is 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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 45

         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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 46

         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 first day of the calendar month in which the existing

         contract term is to terminate.

    3.3  Initial Election of Optional Internal Point-to-Point Service:

         Participants and Non-Participants receiving Regional Network Service

         under the Tariff on the Compliance Effective Date shall have sixty

         days to make an initial election to receive Internal Point-to-Point

         Service in lieu of, in whole or part, Regional Network Service.  The

         election shall take effect as to such service at the end of such

         sixty-day period and shall be made by delivering an application to the

         System Operator, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 47

         together with a deposit, if required, pursuant to Part V of this

         Tariff.



         Participants and Non-Participants receiving Regional Network Service

         which do not make such an initial election within such sixty-day

         period shall continue to receive Regional Network Service, subject to

         their right to elect at any time later to receive Internal Point-to-

         Point Service.

    3.4  Election as to In Service:  If a Transmission Customer has in effect

         on the Compliance Effective Date a reservation for capacity for In

         Service on the Ties effective under the provisions of the Tariff

         (other than a reservation for an Excepted Transaction) it shall be

         obligated, on or prior to the Compliance Effective Date, either (i) to

         terminate in whole or part the reservation by notice to the System

         Operator, or (ii) effect compliance, for the period commencing on the

         Compliance Effective Date, with the applicable requirements of Section

         22A of this Tariff.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 48

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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 49

    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

    200% 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. Three principal requirements apply to discounts for Ancillary

    Services provided by NEPOOL in conjunction with its provision of

    transmission service as follows: (1) any offer of a discount made by NEPOOL

    must be announced to all Eligible Customers solely by posting on the OASIS,

    (2) any customer-initiated requests for discounts (including requests for

    use by one's wholesale merchant or an affiliate's use) must occur solely by

    posting on the OASIS, and (3) once a discount is negotiated, details must

    be immediately posted on the OASIS.  A discount agreed upon for

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 50


    an Ancillary Service must be offered for the same period to all Eligible

    Customers on the NEPOOL Transmission System.  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.

    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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 51

    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.


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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 52

         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.

    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 

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 53


              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 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.  The

              Commission, upon receipt of the Transmission Provider's waiver of

              its rights to 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, shall issue an order

              under Section 211 of the Federal Power Act.  Upon issuance of the

              order under Section 211 of the Federal Power Act, the


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 54

              Transmission Provider shall be required to 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

         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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 55

7   Reciprocity

    A Transmission Customer receiving transmission service under this Tariff,

    whether a Participant or a Non-Participant, agrees to provide comparable

    transmission service that it is capable of providing 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 and that are owned, controlled or operated by, or on behalf of the

    Transmission Customer and over facilities used for the transmission of

    electric energy owned, controlled or operated by the Transmission

    Customer's corporate affiliates.  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 applies not only to the Transmission Customer

    that obtains transmission service under the Tariff, but also to all parties

    to a transaction that involves the use of transmission service under the

    Tariff, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 56

    including the power seller, buyer and any intermediary, such as a

    power marketer.  This reciprocity requirement also applies to any Eligible

    Customer that owns, controls or operates transmission facilities that uses

    an intermediary, such as a power marketer, to request transmission service

    under the 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 for the charges for all services furnished under this Tariff


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 57

         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.

    8.4  Customer Default: In the event a Non-Participant Transmission

         Customer fails, for any reason other than a billing dispute as

         described below, to make payment to 

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 58

         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, 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

         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 Operator may

         provide notice to the Transmission Customer of NEPOOL's intention to

         suspend service in sixty days, in accordance with applicable 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 59

         Commission rules and regulations, and may proceed with such suspension.




         In the event a Transmission Customer that is a Participant fails to

         perform its obligations under the Tariff, Section 21.2 of the

         Agreement shall be applicable to that failure.  That section of the

         Agreement addresses defaults under both the Tariff and the Agreement

         and also addresses termination of an entity's status as a Participant.

    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 Part V of 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 Facilities Studies which the

         Transmission Provider conducts to determine if it must construct new


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 60

         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 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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 61

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, any Curtailment, 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.  A

         Force Majeure event does not include an act of negligence or

         intentional wrongdoing.  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 affecting any entity shall excuse that entity

         from making any payment that it is obligated to make hereunder or

         under a Service Agreement.  However, an entity whose performance under

         this Tariff is hindered by an 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 62

         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 by the System Operator, NEPOOL or

         a Participant, as the case may be.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 63


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 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.


12  Dispute Resolution Procedures

    12.1 Internal Dispute Resolution Procedures:  Any dispute between an

         Eligible Customer or Transmission Customer which is a Participant and

         NEPOOL involving transmission service under the Tariff may be

         submitted to mediation and/or arbitration and 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 64

         resolved in accordance with the alternate dispute resolution procedures

         set forth in Section 21.1 of the Agreement.  Any dispute between a

         Non-Participant Eligible Customer or Transmission Customer and NEPOOL

         involving 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 Eligible Customer or 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 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, with any Non-Participant being 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 65

         treated as if it were a Participant for purposes of such procedures.

    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 law or

         by the regulatory commission with jurisdiction.

    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 or other relevant Commission orders.

         However, the Participant must separately file any specific proposed

         stranded cost charge under Section 205 of the Federal Power Act.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 66

    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.


II. REGIONAL NETWORK SERVICE (NETWORK INTEGRATION TRANSMISSION SERVICE)

    Regional Network Service or Network Integration Transmission Service will

    be provided by the Participants through NEPOOL during and after the

    Transition Period to Transmission Customers pursuant to the applicable

    terms and conditions of this Tariff.  Local Network Service 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 67

    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, but the Agreement prescribes certain requirements with

    respect thereto.


14  Nature of Regional Network Service

    Regional Network Service or Network Integration Transmission Service is the

    service provided under Parts II and VI of this Tariff over the NEPOOL

    Transmission System which is provided to Network Customers to serve their

    loads.  It includes firm transmission service for the delivery to a Network

    Customer of its energy and capacity in Network Resources and secondary

    service for the delivery to or by Network Customers of energy and capacity

    in Interchange Transactions.  Regional Network Service also includes In

    Service, as provided in Section 22A.


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 Eligible Customer.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 68

    15.2 Eligibility to Receive Regional Network Service: Regional Network

         Service shall be taken and paid for by (i) each Eligible Customer

         which has a load within the NEPOOL Control Area and has not elected to

         take Internal Point-to-Point Service at all of its Point(s) of

         Delivery, 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 or has elected to take

         Internal Point-to-Point Service at all of its Point(s) of Delivery.

         Participants and Non-Participants which take Regional Network Service

         must also take Local Network Service except as otherwise provided in

         Section 25.


16  Payment for Regional Network Service

    Each Participant or Non-Participant which has a load in the NEPOOL Control

    Area and takes Regional Network Service for a month shall pay to NEPOOL for

    such month an amount equal to its Monthly Network Load for the month times

    the applicable Participant RNS Rate, and shall pay in addition any amount

    which it is required to pay for the service pursuant to 



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 69

    Section 43.3 of this Tariff.  It shall also be obligated to pay any

    applicable congestion or other uplift charge required to be paid pursuant to

    Section 24 of this Tariff.  The applicable Participant RNS 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 Participant or Non-Participant is located.  In the event the Participant

    or Non-Participant serves Network Load located on more than one Local

    Network, the amount to be paid by it shall be separately computed for the

    Network Load located on each Local Network.


17  Procedure for Obtaining Regional Network Service

    A Participant or Non-Participant which takes Regional Network Service shall

    be subject to the applicable provisions of Part II and Part VI of this

    Tariff, except to the extent otherwise specifically provided in Section 48

    of this Tariff.


III.  THROUGH OR OUT SERVICE; INTERNAL POINT-TO-POINT SERVICE

    Point-to-Point Transmission Service as Through or Out Service or Internal

    Point-to-Point Service will be provided during and after the Transition

    Period pursuant to the applicable terms and conditions of this Tariff.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 70

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 boundary, as, for example, from the Maine

         Electric Power Company line or 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 



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 71

         boundary with New York (which in the case of such transaction will also

         require In Service as part of the Through or Out Service in accordance

         with Section 22A of this Tariff), 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  Internal Point-to-Point Service

    19.1 Provision of Internal Point-to-Point Service: Internal Point-to-

         Point 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.

    19.2 Use of Internal Point-to-Point Service: A Participant or Non-

         Participant which is an Eligible Customer may take Internal Point-to-

         Point Service as Firm or Non-Firm Point-to-Point Transmission Service

         with respect to any transaction if the Point(s) of Receipt are at the

         NEPOOL Control Area boundary 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 72

         (which in the case of such transaction will also require In Service as

         part of the Internal Point-to-Point Service in accordance with Section

         22A of this Tariff) or within the NEPOOL Control Area, and the Point(s)

         of Delivery are within the NEPOOL Control Area, including Interchange

         Transactions meeting these requirements.  Non-Firm Internal 

         Point-to-Point Service shall be available to serve a load that is

         served by an entity only if the entity (i) demonstrates to the

         satisfaction of the System Operator a physical ability to interrupt its

         receipt of energy and/or capacity and (ii) gives the System Operator

         physical control over such an interruption.

    19.3 Use by a Transmission Customer: If a Transmission Customer elects to

         take Internal Point-to-Point Service with respect to any Points of

         Delivery, it may reserve transmission capacity for the service to

         cover both the delivery to it of energy and capacity covered by the 

         Entitlements or System Contracts designated by it in Completed

         Applications and the delivery to or from it in Interchange Transactions


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 73

         of energy and/or capacity.  A Transmission Customer which takes 

         Internal Point-to-Point Service to serve its load must also take

         point-to-point service under the applicable Local Network Service

         tariff.  A load-serving Participant or Non-Participant which takes

         Internal Point-to-Point Service in this manner must reserve each month

         sufficient Reserved Capacity, after adjusting for any Backyard

         Generation, at a Point of Delivery to cover the greater of (i) the

         maximum amount of energy that it will receive in any hour, as

         determined from meters and adjusted for losses, or (ii) in the case of

         a Participant, the portion of its Installed Capability Responsibility

         or its Operable Capability Responsibility which must be satisfied with

         the resources covered by its Completed Applications and from

         Interchange Transactions or (iii) in the case of a Non-Participant the

         portions of its reliability obligations to be satisfied with such

         resources.  Any load-serving entity may use Internal Point-to-Point

         Service to effect sales in bilateral 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 74

         transactions, whether or not it elects to take Point-to-Point Service

         to serve load.


20  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 highest of

    (i) the Pool PTF Rate, or (ii) a rate which is derived from the annual

    incremental cost, not otherwise borne by the Transmission Customer or a

    Generation Owner, of any new facilities or upgrades that would not be

    required but for the need to provide the requested service or (iii) a rate

    which is equal to the Pool's opportunity cost (if and when available)

    capped at the cost of expansion.  If at any time NEPOOL proposes to charge

    a rate based on opportunity cost, it shall first file with the Commission

    procedures for computing opportunity cost pricing for all Transmission

    Customers.  The Transmission Customer shall also be obligated to pay any

    applicable congestion or other uplift charge required to be paid pursuant

    to Section 24 of this Tariff.  The rate for firm Through or Out Service

    shall be as follows:


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 75

         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 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.

21  Payment for Internal Point-to-Point Service

    Each Participant or Non-Participant which takes firm or non-firm Internal

    Point-to-Point Service shall pay to NEPOOL a charge per Kilowatt of

    Reserved Capacity based on an annual 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 76

    rate (the "IPTP Charge") which shall be the Internal Point-to-Point Service

    Rate; provided that if either or both (i) a rate which is derived from the

    annual incremental cost, not otherwise borne by the Transmission Customer or

    a Generator Owner, of any new facilities or upgrades that would not be

    required but for the need to provide the requested service, or (ii) a rate

    which is equal to the Pool's opportunity cost (if and when available) capped

    at the cost of expansion is greater than the Pool PTF Rate, the IPTP Charge

    shall be the higher of such amounts; provided further that no such charge

    shall be payable with respect to the use of Internal Point-to-Point Service

    to effect a delivery to the NEPOOL power exchange in an Interchange 

    Transaction.  If at any time NEPOOL proposes to charge a rate based on

    opportunity cost, it shall first file with the Commission procedures for

    computing opportunity cost pricing for all Transmission Customers.  The

    Transmission Customer shall also be obligated to pay any ancillary service

    charges and any applicable congestion or other uplift charge required to be

    paid pursuant to Section 24 of this Tariff.  The charge for firm Internal

    Point-to-Point Service shall be as follows:


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 77

         Per year  -    the IPTP Charge

         Per month -    the IPTP Charge divided by 12

         Per week  -    the IPTP Charge divided by 52

         Per day   -    the IPTP Charge "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 Internal Point-to-Point Service shall be as follows:

         Per year  -    the IPTP Charge

         Per month -    the IPTP Charge divided by 12

         Per week  -    the IPTP Charge divided by 52

         Per day   -    the IPTP Charge "per week" divided by 7;

         Per hour  -    the non-firm IPTP Charge "per day" divided by 24.

    If several power marketers or other entities are involved in a series of

    sales of the same energy and/or capacity, transmission service shall be

    required only with respect to the delivery to the ultimate wholesale buyer,

    and if an Internal Point-to-Point Service charge is payable with respect to

    the transaction, the charge shall be paid only with respect 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 78

    to the delivery to, and absent other arrangements the charge shall be paid

    by, the ultimate wholesale buyer.

22  Reservation of Capacity for Point-to-Point Transmission Service

    Compliance with the applicable requirements of Part V of this Tariff is

    required for the initiation of Through or Out Service or Internal Point-to-

    Point Service.

22A In Service

    22A.1     Firm or Non-Firm In Service will be provided by the Transmission

              Providers through NEPOOL to Eligible Customers in conjunction

              with Regional Network Service, Internal Point-to-Point Service or

              Through or Out Service, pursuant to the applicable terms and

              conditions of this Section 22A and the other applicable

              provisions of the Tariff.  In Service shall be required with

              Through or Out Service only if it is provided with respect to a

              transaction which goes through the NEPOOL Control Area.  In

              Service will not be provided as a separate service under this

              Tariff; it may only be provided in 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 79

              conjunction with Regional Network Service, Internal Point-to-Point

              Service or Through or Out Service.

    22A.2     An Eligible Customer requesting Reserved Capacity for In Service

              shall request the Service in an Application pursuant to Part V,

              which in the case of Through or Out Service may be included in

              the Application for Through or Out Service.

    22A.3     A Transmission Customer which receives Reserved Capacity for In

              Service shall be obligated to pay for such Service as follows:

              (1)  A Transmission Customer which has Reserved Capacity for In

                   Service as part of or in conjunction with Through or Out

                   Service shall be obligated only to pay for the Through or

                   Out Service in accordance with Section 20.

              (2)  A Transmission Customer which has Reserved Capacity for In

                   Service as part of or in conjunction with Internal Point-to-

                   Point Service or Regional Network Service shall be obligated

                   to pay the Pool PTF Rate per Kilowatt (as determined for

                   Firm and Non-Firm Service 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 80

                   for the period of the service in the manner specified in

                   Section 20 of this Tariff with respect to the rate for

                   Through or Out Service) of the Reserved Capacity, subject to

                   reduction in accordance with paragraph (3) or (4) hereof.

              (3)  A Transmission Customer which has Reserved Capacity for In

                   Service as part of or in conjunction with Internal Point-to-

                   Point Service or Regional Network Service to serve its load

                   shall be entitled to a credit against the payment required

                   by paragraph (2) above for each hour in an amount equal to

                   (a) the Pool PTF Rate per Kilowatt per hour times (b) the

                   greater of (i) the amount of Energy received for the hour

                   from the resources covered by its Completed Applications for

                   the In Service, or (ii) the Installed Capability credit

                   allowed for such resources.

              (4)  A Transmission Customer which has Reserved Capacity for In

                   Service as part of or in conjunction with Internal Point-to-

                   Point 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 81

                   Service to effect a sale to the power exchange of

                   Energy or Installed Capability imported pursuant to such

                   reservation in an Interchange Transaction shall be entitled

                   to a credit against the payment required by paragraph (2)

                   above for each hour in an amount equal to (a) the Pool PTF

                   Rate per Kilowatt per hour times (b) the greater of (i) the

                   amount of Energy delivered to the power exchange for the

                   hour from the resources covered by its Completed

                   Applications for the In Service, or (ii) the credit allowed

                   for the Installed Capability delivered by it to the power

                   exchange.

                   Notwithstanding the foregoing, a Transmission Customer which

                   has Reserved Capacity for In Service in conjunction with

                   Internal Point-to-Point Service or Regional Network Service,

                   shall not be obligated to pay the Pool PTF Rate for any hour

                   for which all requests for Reserved Capacity for In Service

                   have been satisfied of the same type (Firm or Non-Firm) 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 82

                   and the same duration, and this shall be so whether or not 

                   the rate would be required to be paid pursuant to paragraph 

                   (3) or (4) above.

                   Three principal requirements apply to discounts for In

                   Service as follows (1) any offer of a discount made by the

                   Participants must be announced to all Eligible Customers

                   solely by posting on the OASIS, (2) any customer-initiated

                   requests for discounts (including requests for use by one's

                   wholesale merchant or an affiliate's use) must occur solely

                   by posting on the OASIS, and (3) once a discount is

                   negotiated, details must be immediately posted on the OASIS.

                   For any discount agreed upon for service on a path, from

                   Point(s) of Receipt to Point(s) of Delivery, the

                   Participants must offer the same discounted transmission

                   service rate for the same time period to all Eligible

                   Customers on all unconstrained transmission paths that go to

                   the 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 83

                   same Point(s) of Delivery on the NEPOOL Transmission System.

    22A.4     The provisions of Section 22A.3 are intended as an interim

              measure to discourage hoarding of capacity for import

              transactions on the Ties.  The Participants agree to attempt to

              negotiate alternate provisions to discourage hoarding to become

              effective October 1, 1999 and to file the alternate provisions by

              August 1, 1999.  If the Participants fail to make such a filing

              by August 1, 1999, any Participant may make its own filing of

              proposed provisions to discourage hoarding.  If alternate

              provisions have not become effective by October 1, 1999, Section

              22A.3 shall remain in effect until superseded.


IV. SERVICE DURING THE TRANSITION PERIOD; CONGESTION COSTS; 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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 84

23  Transition Arrangements

    The transition arrangements include (i) the treatment provided for certain

    Excepted Transactions in Section 25, (ii) the provisions in Schedule 9 for

    the phase-in of the rates for Regional Network Service, and (iii) 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.


24  Congestion Costs

    If limitations in available transmission capacity over any interface within

    the NEPOOL Control Area in any hour require that the System Operator

    dispatch resources out-of-merit, the System Operator shall determine for

    the affected area or areas the aggregate of the Congestion Costs for all

    such out-of-merit resources for the hour.  The Congestion Costs for each

    hour in any month shall be paid as a transmission charge and included in

    the charge for Regional Network Service or Internal Point-to-Point Service

    or Through or Out Service, whichever is applicable, by those Participants

    and Non-Participants which are obligated to pay a Regional Network Service,

    Internal Point-to-Point Service or Through or Out 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 85

    Service charge for the month, in accordance with the following formula:



                        CH = CC {circle}  (HL{i} + RC{i})
                                           -------------
                                          (HL    +    RC)

                        in which

                   CH    =   the amount to be paid by a Participant or Non-
                             Participant for the hour;

                   CC   =    the Congestion Costs for the hour to be allocated
                             and paid pursuant to this Section 24;

                   HL{i} =   the Network Load of the Participant or Non-
                             Participant for the hour, if it is obligated to
                             pay a Regional Network Service charge for the
                             month;

                   HL   =    the aggregate of the Network Loads for the hour of
                             all Participants and Non-Participants which are
                             obligated to pay a Regional Network Service charge
                             for the month;

                   RC{i} =   the Reserved Capacity, if any, for Internal Point-
                             to-Point Service or Through or Out Service of the
                             Participant or Non-Participant for the hour; and

                   RC   =    the aggregate Reserved Capacity, if any,  for
                             Internal Point-to-Point Service or Through or Out
                             Service of 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 86

                             all Participants and Non-Participants for the hour.

    Except as provided in the next sentence, this Section 24 shall terminate no

    later than December 31, 1999.  Notwithstanding the foregoing, if prior to

    January 1, 2000, Participants having in the aggregate the requisite number

    of Voting Shares have executed and filed with the Commission an amendment

    to the Agreement and/or the Tariff to modify subsection (b) of Section

    14.14 of the Agreement or to adopt some other modified or substitute

    provision dealing with the allocation of Congestion Costs in a constrained

    transmission area, but such amendment has not become effective, and/or the

    preparation of necessary implementing rules and computer software has not

    been completed prior to January 1, 2000, if the Management Committee so

    elects this Section 24 shall continue in effect until such amendment

    becomes effective and such rules and computer software have been completed.



    As used in this Section 24, the "Congestion Cost" of an out-of-merit

    resource for an hour means the product of (i) the difference between its

    Dispatch Price and the Energy Clearing 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 87

    Price for the hour, times (ii) the number of megawatt hours of out-of-merit 

    generation produced by the resource for the hour.  The "Dispatch Price" of

    an out-of-merit resource for an hour is the price to provide energy from the

    resource, as determined pursuant to market operation rules approved by the

    NEPOOL 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.  The "Energy Clearing Price" for an hour is the

    price determined for the hour in accordance with Section 14.8 of the

    Agreement.


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") 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 88

    required to take Local Network Service for such

    transfers and other uses.  The period for which each Excepted Transaction

    will continue to be effected under such existing transmission agreements

    shall be:

    (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 NEPOOL 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 NEPOOL Control

               Area of its Unit Contract Entitlement, under a contract entered

               into by 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 NEPOOL 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;


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 89

     (2)  for the Transition Period, the transfer to a Participant's system

          within the NEPOOL Control Area of its Unit Contract Entitlement in

          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

     (3)  for the period from the effective date of the Tariff until the

          termination of the transmission agreement:

          (a)  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)  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-1; and

          (c)  transfers and other uses within the NEPOOL Control Area, as of

               November 1, 1996, of the NEPOOL Transmission System under the

               other transmission 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 90

               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 November 1, 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.  Further, 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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 91


     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 or as Internal Point-to-Point Service or as Through or Out

     Service.



     When the transfers and other uses effected under the transmission

     agreements that are Excepted Transactions 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 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.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 92

     Notwithstanding the foregoing or any other section of the Tariff, existing

     agreements which provide for the support of the costs of transmission

     facilities or for the interconnection of transmission facilities shall

     continue in effect until the termination of the agreement to provide for

     such support or for the rights and obligations of the parties with respect

     to the interconnection arrangements.  Attachment G-2 lists certain

     additional agreements covering transactions, the status of which is

     described in the Attachment.


V.   POINT-TO-POINT TRANSMISSION SERVICE; IN SERVICE

     Preamble

     Firm or Non-Firm Point-To-Point Transmission Service (including any In

     Service to be applied for in an Application pursuant to this Part V, which

     shall be deemed to be Point-to-Point Transmission for purposes of

     determining the application of this Part V to the Application for In

     Service) shall be reserved by all Transmission Customers, whether

     Participants or Non-Participants, for all new transfers to be effected as

     Internal Point-to-Point Service or as Through or Out Service, pursuant to

     the applicable terms and conditions 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 93

     of Part III and this Part V of the Tariff.  Point-To-Point Transmission

     Service is the service required for the receipt of capacity and/or energy

     at designated Point(s) of Receipt and the transmission of such capacity

     and/or energy to designated Point(s) of Delivery.


26   Scope of Application of Part V

     Except for the deposit and creditworthiness requirement of Section 31.3,

     which will apply only to Non-Participants, all of the requirements of this

     Part V shall be fully applicable to both Participants and Non-Participants

     requesting In Service, Internal Point-to-Point Service or Through or Out

     Service.  Alternative deposit and creditworthiness requirements are

     applicable to Participants under NEPOOL's Financial Assurance Policy.

     Reservations under the Tariff shall not be required for the use of

     Internal Point-to-Point Service for deliveries to the NEPOOL power

     exchange in Interchange Transactions from a Point of Receipt within the

     NEPOOL Control Area, but are required for the use of In Service for such

     deliveries from a Point of Receipt at the NEPOOL Control Area boundary.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 94

27   Nature of Firm Point-To-Point Transmission Service

     27.1 Term:  The minimum term of Firm Point-To-Point Transmission 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 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 31.

          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

          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 conditional reservation deadline, if

          available transmission capability is insufficient to satisfy all


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 95

          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.  A longer term

          competing request for Short-Term Firm Point-To-Point Transmission

          Service will be granted if the Eligible Customer with the right of

          first refusal does not agree to match the competing request within 24

          hours (or earlier if necessary to comply with the scheduling

          deadlines provided in Section 27.8) from being notified by the System

          Operator of a longer-term competing request for Short-Term Firm

          Point-To-Point Transmission Service.  After the conditional

          reservation deadline, service will commence pursuant to the terms of

          Part III of this Tariff.  Firm Point-To-Point Transmission Service

          will always have a reservation priority over non-firm Point-To-Point

          Transmission Service under the Tariff.  All Long-Term Firm Point-To-

          Point Transmission Service will have reservation priority with Native

          Load Customers and Excepted Transactions.  Reservation priorities for

          existing firm service customers, including customers receiving


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 96

          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 Transmission Provider that owns PTF will be subject

          to the rates, terms and conditions of this Tariff when making Third-

          Party Sales to be transmitted as Point-to-Point Transmission 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 Transmission Provider that owns PTF will

          maintain separate accounting, pursuant to Section 8, for any use of

          Firm Point-To-Point Transmission Service to make Third-Party Sales to

          the extent not paid for under this Tariff.

     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 Completed Application for Long-

          Term or Short-Term Firm Point-To-Point Transmission Service to be

          transmitted 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 97

          pursuant to this Tariff.  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 NEPOOL

          Transmission System is not capable of providing new Firm Point-To-

          Point Transmission Service without (1) degrading or impairing the

          reliability of service to Native Load Customers, Network Customers,

          customers taking service for Excepted Transactions and other

          Transmission Customers taking Firm Point-To-Point Transmission

          Service, or (2) interfering with a Participant's ability to meet

          prior firm contractual commitments to others, the Transmission

          Providers will be obligated to arrange to expand or upgrade PTF for

          Long-Term Firm Service pursuant to the terms of Section 33.  The

          Transmission Customer must agree to compensate the Transmission

          Providers or any other entity designated to effect construction

          through the System Operator for any necessary transmission facility


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 98

          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 on an incremental basis 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 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, the System Operator will

          curtail service to Network 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 99

          Customers and Transmission Customers taking Firm Point To-Point

          Transmission Service on a basis comparable to the Curtailment of

          service to the Participants' Native Load Customers (i.e., in

          proportion to their respective Load Ratio Shares).  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 effect a Curtailment of Firm

          Transmission Service, the Transmission Customer shall make the

          required reductions upon the System Operator's request.  However,

          NEPOOL reserves the right to effect a Curtailment, in whole or in

          part, of 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 of the NEPOOL

          Transmission System.  The System Operator will notify all affected

          Transmission Customers in a timely manner of any scheduled


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 100

          Curtailments.  In the event the System Operator exercises its right to

          effect a Curtailment, in whole or part, of Firm Point-to-Point

          Transmission Service, no credit or other adjustment shall be provided

          as a result of the Curtailment with respect to the charge payable by

          the Customer.

     27.7 Classification of Firm Point-To-Point Transmission Service:

          (a)  A Transmission Customer taking Firm Point-To-Point Transmission

               Service may (1) change its Points of Receipt and Delivery 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 Transmission Provider or its

               designee constructed new facilities or upgraded facilities to

               accommodate the original firm service, such Transmission

               Provider or its designee shall continue to be compensated for

               its facility costs by the Transmission Customer.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 101

          (b)  A Transmission Customer may purchase transmission service to

               make sales from multiple generating units or contracts that are

               on the NEPOOL Transmission System.  For such a purchase of

               transmission service the Point of Receipt shall be deemed to be

               the NEPOOL power exchange, unless the multiple generating units

               are at the same generating plant, in which case the units'

               interconnection point with PTF will be treated as the Point of

               Receipt.

          (c)  Firm deliveries will be provided from the Point(s) of Receipt to

               the Point(s) of Delivery.  Each Point of Receipt at which firm

               transmission capacity is reserved for Long-Term Firm Point-to-

               Point Transmission Service by the Transmission Customer shall be

               set forth in the Service Agreement for such Service along with a

               corresponding capacity reservation associated with each Point of

               Receipt.  Points of Receipt and corresponding capacity

               reservations shall be as mutually agreed upon by the System

               Operator and the Transmission Customer 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 102

               for Short-Term Firm Point-to-Point Transmission Service and may

               be identified as the NEPOOL power exchange in circumstances where

               the System Operator does not require greater specificity.  Each

               Point of Delivery at which firm transmission capacity is reserved

               for Long-Term Firm Point-to-Point Transmission Service by the

               Transmission Customer shall be set forth in the Service Agreement

               for such Service along with a corresponding capacity reservation

               associated with Point of Delivery and may be identified as the

               NEPOOL power exchange.  Points of Delivery and corresponding

               capacity reservations shall be as mutually agreed upon by the

               System Operator and the Transmission Customer for Short-Term Firm

               Point-to-Point Transmission Service.  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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 103

               under the terms of Schedule 8 or Schedule 10, whichever is 

               applicable.  The Transmission Customer's Use 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 the Use by a Transmission Customer (including

               Third-Party Sales by the Participants) exceeds that Transmission

               Customer's Reserved Capacity at any Point of Receipt or Point of

               Delivery in any hour, it shall pay 200% of the charge which is

               otherwise applicable for each Kilowatt of the excess.  In

               addition, the System Operator will record all instances in which

               a Transmission Customer's Use exceeds that Transmission

               Customer's firm Reserved Capacity, and if in any calendar year

               more than 10 such instances occur with respect to any single

               Transmission Customer, then the System Operator may require such

               Transmission Customer to apply for additional Firm Point-to-

               Point Transmission Service under the Tariff in an amount equal

               to the greatest amount of 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 104

               the excess of such Transmission Customer's Use over its firm

               Reserved Capacity for the remainder of that calendar year. 

               Charges for such additional Firm Point-to-Point Transmission

               Service will relate back to the first day of the month following

               the month in which the System Operator notifies such Transmission

               Customer that it is subject to the provisions of this paragraph.

     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 (including schedules for resources to be self

          scheduled) must be submitted to the System Operator no later than

          noon of the day prior to commencement of such service.  In the cases

          which are bid into the power exchange, the Energy bid price must be

          submitted to the System Operator by the noon deadline.  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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 105

          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 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 for periods ranging from one hour to one 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 106

          month.  However, a Purchaser of Non-Firm Point-To-Point Transmission

          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

          shall be available from transmission capability in excess of that

          needed for reliable service to Native Load Customers, Network

          Customers, customers for Excepted Transactions 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 based on the highest price offered

          by the Eligible Customer for the Transmission Service, or in the

          event the price for all 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 107

          Eligible Customers is the same, will be prioritized on a first-come,

          first-served basis i.e., in the chronological sequence in which each

          Customer has reserved service.  Eligible Customers that have already

          reserved shorter term service have the right of first refusal to match

          any longer term reservation before being preempted.  A longer term

          competing request for Non-Firm Point-To-Point Transmission Service

          will be granted if the Eligible Customer with the right of first

          refusal does not agree to match the competing request: (a) immediately

          for hourly Non-Firm Point-To-Point Transmission Service after

          notification by the System Operator; and (b) within 24 hours (or

          earlier if necessary to comply with the scheduling deadlines provided

          in Section 28.6) for Non-Firm Point-to-Point Transmission Service

          other than hourly transactions after notification by the System

          Operator.  Secondary transmission service for Network Customers

          pursuant to Section 40.4 will have a higher priority than any Non-Firm

          Point-To-Point Transmission Service.  Non-Firm Point-To-Point

          Transmission Service over secondary 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 108

          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:  A Transmission Provider will be subject to

          the rates, terms and conditions of this Tariff when making Third-

          Party Sales to be transmitted as Non-Firm Point-to-Point Transmission

          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 Transmission Provider will maintain separate

          accounting, pursuant to Section 8, for any use of Non-Firm Point-To-

          Point Transmission Service to make Third-Party Sales, to the extent

          not paid for under this Tariff.

     28.4 Service Agreements:  The System Operator shall offer a standard

          form Point-To-Point Transmission Service Agreement (Attachment A,

          modified to cover non-firm service) to an Eligible Customer when the

          Eligible Customer first submits a Completed Application for Non-Firm

          Point-To-Point Transmission Service pursuant to the 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 109

          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 under

          applicable terms and conditions contained in Part III of this Tariff.

          The NEPOOL Participants undertake no obligation under this Tariff to

          plan the NEPOOL Transmission System in order 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 do so with the full realization that such

          service is subject to availability and to Curtailment or Interruption

          under the terms of this Tariff.  In the event that the Use by a

          Transmission Customer (including Third-Party Sales by a Participant)

          exceeds that Transmission Customer's non-firm Reserved Capacity at

          any Point of Receipt or Point of Delivery, it shall pay 200% of the

          charge which is otherwise applicable for 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 110

          each Kilowatt of the excess.  In addition, the System Operator will

          record all instances in which a Transmission Customer's Use exceeds

          that Transmission Customer's non-firm Reserved Capacity, and if in any

          calendar year more than 10 such instances occur with respect to any

          single Transmission Customer, then the System Operator may require

          such Transmission Customer to apply for additional Non-Firm 

          Point-to-Point Transmission Service under the Tariff in an amount

          equal to the greatest amount of the excess of such Transmission

          Customer's Use over its non-firm Reserved Capacity for the remainder

          of that calendar year.  Charges for such additional Non-Firm

          Point-to-Point Transmission Service will relate back to the first day

          of the month following the month in which the System Operator notifies

          such Transmission Customer that it is subject to the provisions of

          this paragraph.

          (a)  Non-Firm Point-To-Point Transmission 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 111

               not to exceed one month's reservation for any one Application.

          (b)  Each 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.  The Point of Receipt or

               Point of Delivery may be identified as the NEPOOL power exchange

               in circumstances where the System Operator does not require

               greater specificity.

     28.6 Scheduling of Non-Firm Point-To-Point Transmission Service: Unless

          other schedules are permitted pursuant to NEPOOL rules, and except as

          otherwise provided below with respect to the scheduling of In

          Service, schedules for Non-Firm Point-To-Point Transmission 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 112

          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 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 shall have the right to

          adjust accordingly the schedule for capacity and energy to be

          received and to be delivered.  In the event next-day capacity for In

          Service on the Ties is available at noon on any day, this shall be

          posted on 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 113

          OASIS and shall be available for reservation by Eligible

          Customers between noon and 6:00 p.m.  If not all requested

          reservations for the next-day In Service can be granted, the requests

          for the longest number of consecutive hours shall be given priority.

          If a Participant has available at the NEPOOL Control Area boundary a

          dispatchable resource for which no reservation has been made, and the

          Regional Market Operations Committee has determined that it is

          appropriate to adopt rules to provide for the service and has adopted

          such rules, the System Operator may schedule the resource for the

          next day in accordance with such rules on the basis of the bid price

          if Transmission capacity for In Service is available, notwithstanding

          the lack of a reservation.

     28.7 Curtailment or Interruption of Service: The System Operator

          reserves the right to effect a Curtailment, in whole or in part, of

          Non-Firm Point-To-Point Transmission Service provided under this

          Tariff for reliability reasons when an emergency or other unforeseen

          condition threatens to impair or degrade the 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 114

          reliability of the NEPOOL Transmission System.  The System Operator

          reserves the right to effect an Interruption, in whole or in part, of

          Non-Firm Point-To-Point Transmission Service provided under this

          Tariff 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.  The System Operator also will discontinue or

          reduce service to the Transmission Customer to the extent that

          deliveries for transmission are discontinued or reduced at the

          Point(s) of Receipt.  Where required, Curtailments or Interruptions

          will be made on a non-discriminarty basis to the transaction(s) that

          effectively relieve the constraint; however, Non-Firm Point-To-Point 

          Transmission 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 115

          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 will have a higher priority than any

          Non-Firm Point-To-Point Transmission Service under this Tariff. 

          Non-Firm Point-To-Point Transmission Service furnished over secondary

          Point(s) of Receipt and Point(s) of Delivery will have a lower

          priority than any other 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.  In the event the System

          Operator exercises its right to effect a Curtailment, in whole or

          part, of Non-Firm Point-to-Point Transmission Service, no credit or

          other adjustment shall be provided as a result of the Curtailment with

          respect to the charge payable by the Customer.  In the event the

          System Operator exercises its right to effect an Interruption, in

          whole or part, of Non-Firm Point-to-Point Transmission Service, the


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 116

          charge payable by the Customer shall be computed as if the term of

          service actually rendered were the term of service reserved; provided

          that an adjustment of the charge shall be made only when the 

          Interruption is initiated by the System Operator, not when the

          Customer fails to deliver energy to NEPOOL.


29   Service Availability

     29.1 General Conditions:  Firm Point-To-Point Transmission Service over,

          on or across the NEPOOL Transmission System is available to any

          Transmission Customer that has met the applicable requirements of

          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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 117

          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 providing appropriate security

          deposits in accordance with the terms of Section 31.3.

     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 cannot be provided because of

          insufficient capability on the NEPOOL Transmission System, one or

          more Transmission Providers or other 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 118

          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, provided that the Transmission

          Customer agrees to compensate the Transmission Providers 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 Transmission Providers or other entities will conform

          to Good Utility Practice in determining the need for new transmission

          facilities or upgrades and in coordinating the design and construction

          of such facilities.  This obligation applies only to those facilities

          that the designated Transmission Providers or other entities have the

          right to expand or modify.

     29.5 Deferral of Service: Long-Term Firm Point-To-Point Transmission

          Service may be deferred until the designated Transmission Providers

          or other entities complete construction of new transmission

          facilities or upgrades needed to provide such service whenever it is


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 119

          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.  The Transmission Provider is 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, point-to-point losses will be allocated

          on the basis of PTF average losses as established by the System

          Operator.  The System Operator shall post on the OASIS the PTF

          average losses, which are initially set at 1.13% but shall be

          adjusted by the System Operator from time to time.  The applicable

          real power loss factor shall be determined, after the Second

          Effective Date, on the basis of PTF average losses.  Average losses

          shall be determined initially on an estimated basis, pending the

          accumulation of the data needed to make the determination on an

          actual basis.


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                                             Original Sheet No. 120

     29.7 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 Transmission

          Customer to shed load, the Parties shall shed load in accordance with

          the procedures under the Agreement and the rules adopted thereunder,

          or in accordance with other mutually agreed-to provisions.


30   Transmission Customer Responsibilities

     30.1 Conditions Required of Transmission Customers: Firm Point-To-Point

          Transmission 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;

          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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 121

               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 Customer under this Tariff, whether or not the

               Transmission Customer takes service for the full term of its

               reservation; and

          e.   The Transmission Customer has executed a 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 


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                                             Original Sheet No. 122

          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 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:  A request for Firm Point-To-Point Transmission

          Service for periods of one year or longer must be made in an

          Application, delivered to ISO New England Inc., One Sullivan Road,

          Holyoke, MA 01040-2841 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 notice when practicable.  Requests for firm

          service for 


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                                             Original Sheet No. 123

          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 should be

          submitted by transmitting the Completed Application to NEPOOL by mail

          or telefax.  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 Service shall provide all of the information

          included at 18 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;


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                                             Original Sheet No. 124

          (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, or 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. Part 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;

          (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 by a Non-Participant shall 


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                                             Original Sheet No. 125

          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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 126

          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 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 or termination 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 127

          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

          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, a

         determination of available transmission capability will be made

         pursuant to Section 29.2.  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



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 128


         pursuant to Section 33.1.  Responses by the System Operator must be

         made as soon as practicable to all completed applications and the

         timing of such responses must be made on a non-discriminatory basis.

    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


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                                             Original Sheet No. 129

         another Application after such withdrawal and termination.  Where

         a System Impact Study is required, 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 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 for its Reserved Capacity for the

         period that 


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                                             Original Sheet No. 130

         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 must submit a Completed Application to the System

         Operator.  Applications should be submitted by entering the

         information listed below on the NEPOOL OASIS.

    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;


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                                             Original Sheet No. 131

         (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:

         (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 regulatory or judicial order, or for reliability purposes pursuant

         to Good Utility Practice.  The System Operator shall treat this

         information consistent with the standards of conduct contained in Part

         37 of the Commission's regulations.


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                                             Original Sheet No. 132

    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 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 9:00 a.m. the second day

         before service is to commence.  Requests for service received later

         than noon of the day 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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 133

         daily service, (iii) four hours for weekly service, and (iv) two days

         for monthly service.


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, 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 Non-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 


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                                             Original Sheet No. 134

         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,

         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 the System

         Operator 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 any affected Participants in connection with the

         Application), will be returned with Interest.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 135

    33.2 System Impact Study Agreement and Cost Reimbursement:

         (i)   The System Impact Study agreement shall clearly specify 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 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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 136

               accommodate the requests for service, the costs of that study

               will be equitably prorated among the Eligible Customers.

         (iii) For System Impact Studies that the System Operator and any

               affected Participants conduct on behalf of the Transmission

               Providers, 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, if

         required, 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 


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                                             Original Sheet No. 137

         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 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.


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                                             Original Sheet No. 138

    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 affected

         Transmission Provider(s), 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

         Transmission Providers or other entity designated by the affected

         Transmission Provider(s) 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 139

         Application) will be returned with Interest.  Upon receipt of an

         executed Facilities Study agreement, the affected Transmission

         Provider(s) 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 affected Transmission Provider(s) 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,

         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 Transmission Providers or 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 140

         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, if required, or

         request the filing of an unexecuted Service Agreement with the 

         Commission and provide the required letter of 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

         Transmission Providers or other entities that are responsible for the

         construction of the new facilities 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 141

         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 Transmission Providers or other

         entities to add necessary facilities or upgrade the NEPOOL

         Transmission System within a reasonable time.  A Transmission Provider

         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 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 for Long-Term Firm Point-To-Point

         Transmission Service, the portion of the requested Service that can be

         accommodated without addition of any 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 142

         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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 143

         System Operator, on behalf of the Transmission Providers or 

         other 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, or the ability to complete such

         facilities, the System Operator will promptly notify the Transmission

         Customer.  In such circumstances, the System Operator 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 144

         will within thirty days of notifying the Transmission Customer of such

         delays, convene a technical meeting with the Transmission Customer and

         any affected Transmission Providers or other entities responsible for

         construction to evaluate the alternatives available to the

         Transmission Customer.  The System Operator and the affected

         Transmission Providers 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 Transmission Providers 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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 145

         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.  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.

    34.3 Refund Obligation for Unfinished Facility Additions:

         If the System Operator, the affected Transmission Providers 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 


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                                             Original Sheet No. 146

         provide the requested Firm Point-To-Point Transmission 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 Transmission Providers 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.


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 


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         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

         systems, the System Operator and the Transmission Providers 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 Transmission Providers 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 


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         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 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 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 


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                                             Original Sheet No. 149

         and Delivery Points"), in amounts not to exceed the Transmission

         Customer's firm capacity reservation, without incurring an additional

         Non-Firm Point-to-Point Transmission Service charge or 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-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 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 


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                                             Original Sheet No. 150

              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

         (d)  service over Secondary Receipt and Delivery Points on a non-firm

              basis shall not require the filing of an Application for Non-Firm

              Point-to-Point Transmission Service under the Tariff.  However,

              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 


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         priority for service at the firm Receipt Point(s) and Delivery Point(s)

         specified in the Transmission Customer's Service Agreement.


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 capped at the

         Participants' cost of expansion.  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 


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         services as did the Reseller and the priority of service for the

         Assignee shall be the same as that of 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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         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 accurately account for the capacity and energy being

         transmitted under this Tariff and to communicate the 


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         information to the System Operator.  Unless otherwise agreed, such

         equipment shall remain the property of the Transmission Provider.

    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 identifies the need for new

    facilities or upgrades, the Transmission Customer shall be responsible for

    such costs to the extent they are consistent with Commission policy and

    Schedule 11.  Whenever a System Impact Study identifies capacity

    constraints that may be relieved more economically 


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                                             Original Sheet No. 155

    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 policy.


VI. REGIONAL NETWORK SERVICE (NETWORK INTEGRATION TRANSMISSION SERVICE)

    The Participants will provide NEPOOL Regional Network Service (Network

    Integration Transmission Service), as described in Part II of this Tariff

    to Participants and Non-Participants pursuant to the applicable terms and

    conditions contained in this Tariff.  Part II of this Tariff specifies

    certain terms and conditions which are generally applicable to the receipt

    of Regional Network Service by both Participants and Non-Participants.

    This Part VI specifies additional provisions with respect to the provision

    of Regional Network Service.


40  Nature of Regional Network Service

    40.1 Scope of Service: Regional Network Service (Network Integration

         Transmission Service) is the transmission service described in Section

         14 that allows Network Customers to efficiently and economically

         utilize their 


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                                             Original Sheet No. 156

         resources and Interchange Transactions 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 Regional Network 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 Utility Practice in order to provide the

         Network Customer with Regional Network Service over the NEPOOL

         Transmission System.  Subject to Section 48, each Participant which is

         individually a Transmission Provider, on behalf of its Native Load

         Customers, shall be required to designate resources and loads in the

         same manner as any Network Customer under Part VI of this Tariff.

         This information must be consistent with the information used by the

         Transmission Provider to calculate available transmission capacity.

         The Participants shall include the Network Customer's Network Load in

         NEPOOL Transmission System planning and 


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                                             Original Sheet No. 157

         shall, consistent with Good Utility Practice, endeavor to construct and

         place into service sufficient transmission capacity to deliver Network

         Resources to serve the Network Customer's 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 that are

         individually Transmission Providers will provide firm transmission

         service over the NEPOOL Transmission System to the Network Customer

         for the delivery of energy and/or capacity from its resources to

         service its Network Loads on a basis that is comparable to the

         Participants' 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 receive or deliver energy and/or capacity in

         connection with Interchange Transactions.  Such energy and capacity

         shall be transmitted, on an as-available basis, at no additional


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                                             Original Sheet No. 158

         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 Provider is 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 on the basis of average losses as

         established by the System Operator.  The System Operator shall post on

         the OASIS the PTF average losses, which are initially set at 1.13%,

         but shall be adjusted by the System Operator from time to time.  The

         applicable real power loss factor shall be determined, after the

         Second Effective Date, on the basis of PTF average losses.  Average

         losses will be determined initially on an estimated basis, pending the

         accumulation of the data needed to make the determinations on an

         actual basis.


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                                             Original Sheet No. 159

    40.6 Restrictions on Use of Service: The Network Customer is entitled to

         use Regional Network 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 Participants will

         provide Regional Network Service to any Eligible Customer, provided

         that, except as otherwise provided in Section 48, (i) the Eligible

         Customer completes an Application for service as provided under Part

         VI of this Tariff, (ii) the Eligible Customer and the System Operator

         complete the technical arrangements set forth in Sections 41.3 and

         41.4, (iii) the Eligible Customer executes a Service Agreement in the

         form of Attachment B for service under Part VI of this Tariff or

         requests in writing that the Transmission Provider file a proposed

         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.


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                                             Original Sheet No. 160

    41.2 Application Procedures: Except as otherwise provided in Section 48,

         an Eligible Customer requesting Network Integration Transmission

         Service under this Tariff must submit an Application, with a deposit

         approximating the charge for one month of service, to the System

         Operator as far as possible in advance of the month in which service

         is to commence.  Completed Applications for Network Integration

         Transmission 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.  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;


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         (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;

         (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,
                   if not otherwise available to the System Operator:

                   -    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


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                        -    Minimum loading level of unit
                        -    Normal operating level of unit
                        -    Any must-run unit designations required for system
                             reliability or contract reasons
                   -    Approximate variable dispatch price ($/MWH) for
                        redispatch computations
                   -    Arrangements governing sale and delivery of power to
                        third parties from generating facilities located in the
                        NEPOOL Control Area, where only a portion of unit
                        output is designated as a Network Resource
                   -    Description of external 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 Participants
                   -    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


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                   -    Transmission System maps that include any proposed
                        expansions or upgrades
                   -    Thermal ratings of Eligible Customer's Control Area
                        ties with other Control Areas; and

         (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 Eligible Customer and the System Operator 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


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         file a new or revised Application that fully complies with the

         requirements of 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: Except as otherwise provided in Section 48, 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 as practicable taking into

         consideration the Service Commencement Date.



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    41.4 Network Customer Facilities: The provision of Regional Network

         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:  The designation of generation

         resources as Network Resources shall be effected automatically in

         accordance with the definition thereof for Participant Network

         Customers.  A Network Customer shall designate to the System Operator

         those Network Resources which are owned, purchased or leased by it.

         The Network Resources so designated may not



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         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, or to the extent that the resource is being delivered directly

         to a load being served with Internal Point-to-Point Service.  Any

         owned, purchased or leased resources that were serving the Network

         Customer's loads under firm agreements entered into on or before the

         Compliance Effective Date shall be deemed to continue to be so owned,

         purchased or leased by it until the Network Customer informs the System

         Operator of a change.  Nothing in this Section is intended to relieve

         any customer of its obligation to pay the charge for Internal Point-
  
         to-Point Service deliveries of Network Resources to it.

    42.2 Designation of New Network Resources:  The Network Customer shall

         identify the Network Resources which are owned, purchased or leased by

         it to the System Operator with as much advance notice as practicable.

         A designation of a Network Resource as owned, purchased or


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                                             Original Sheet No. 167

         leased by the Customer must be made by a notice to the System Operator.

         Each such designation shall be effective as of the beginning of a

         month, shall remain in effect for at least one full month, and shall

         only be terminated at the end of a month.

    42.3 Termination of Network Resources:  The Network Customer may

         terminate the designation of all or part of a Network Resource as

         owned, purchased or leased by it at any time but should provide

         notification to the System Operator as soon as reasonably practicable.

    42.4 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.

    42.5 Transmission Arrangements for Network Resources Not Physically

         Interconnected With The NEPOOL Transmission System:  The Network

         Customer shall be responsible for


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         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.

    42.6 Limitation on Designation of Resources:  The Network Customer must

         demonstrate that it owns, leases or has committed to purchase an

         Entitlement in a generation resource pursuant to an executed contract

         in order to designate the generating resource to serve its Network

         Load.  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.  An Entitlement in

         a generating unit within the NEPOOL Control Area which is placed in

         service after the Compliance Effective Date (other than a unit which

         has lost its capacity value when its capacity value is restored or a

         deactivated unit which may be reactivated


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                                             Original Sheet No. 169

         without satisfying the requirements of Section 49 of the Tariff in

         accordance with the provisions thereof) may not be designated to serve

         a Network Customer's load unless, and only to the extent that, it has

         been determined to be integrated into the NEPOOL Transmission System in

         accordance with Section 49 of this Tariff.

    42.7 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 interface to integrate the Network Customer's

         resources (or substitute purchases in Interchange Transactions) with

         its Network Loads.  However, a Network Customer's use of the NEPOOL

         total interface capacity with other transmission systems to serve its

         Network Load may not exceed the Network Customer's load.


43  Designation of Network Load

    43.1 Network Load:  Except as otherwise provided in Section 48, the

         Network Customer must designate the individual Network Loads on whose

         behalf the Participants will provide through NEPOOL Network

         Integration Transmission


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         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.  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 policy and
   
         Schedule 11.

    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


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         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 Control Area, 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 resources to serve 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

   
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         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 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, if any, 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 the Participants and charged to

         the Network Customer as reflected in the Service Agreement or other

         appropriate agreement.  However, the System Operator must treat any

         requested change in Network Integration Transmission Service in a non-

         discriminatory manner.


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    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 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


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         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, 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 System Operator and any affected Participant

         for performing the required System Impact Study.  For a service

         request to remain a Completed Application, the Eligible Customer


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         shall execute a 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 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 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

              Eligible Customer will not be assessed a charge for such existing

              studies;


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                                             Original Sheet No. 176

              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 prorated among the Eligible

              Customers.

       (iii)  For System Impact Studies that the System Operator and any

              affected Participants conduct on behalf of a Participant which is

              a Transmission Provider, the Participant will record the cost of

              the System Impact Studies pursuant to Section 8.5.

    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


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         diligence to complete the required System Impact Study within

         a 60-day period.  The System Impact Study, if required, shall

         identify any system constraints, redispatch options, or the

         need for additional Direct Assignment Facilities or other facility

         additions or 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 for an Eligible Customer as it uses when

         completing studies for the Participants.  The System Operator shall

         notify the Eligible Customer immediately upon completion of the System

         Impact Study 


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         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 affected

         Transmission Provider(s), within thirty days of the completion of the

         System Impact Study, shall 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 affected Transmission

         Provider(s) for performing the required Facilities Study.  For a

         service request to remain a


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                                             Original Sheet No. 179

         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 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

         Transmission Provider(s)) shall be returned with Interest.  Upon

         receipt of an executed Facilities Study agreement, the affected

         Transmission Provider(s) will use due diligence to complete the

         required Facilities Study within a sixty-day period.  If the affected

         Transmission Provider(s) are unable to complete the Facilities Study

         in the allotted time period, the affected Transmission Provider(s)

         shall notify the Eligible Customer and provide an estimate of the time

         needed to reach a final determination and any resulting increase in

         the cost, 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


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         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 a letter of credit or other reasonable form of

         security acceptable to the affected Transmission Provider(s) or other

         entities that will be responsible for the construction of the new

         facilities or upgrades 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 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.


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                                             Original Sheet No. 181

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 constraint exists on the

         NEPOOL Transmission System, and such constraint may impair the

         reliability of the NEPOOL Transmission 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


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                                             Original Sheet No. 182

         can be maintained by redispatching resources, the System Operator

         will initiate procedures pursuant to a Network Operating Agreement

         to redispatch all the Network Customer's 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.

    45.3 Cost Responsibility for Relieving Transmission Constraints: To the

         extent not otherwise covered under the Network Operating Agreement,

         whenever the System Operator implements least-cost redispatch

         procedures in response to a transmission constraint, the customers

         taking Internal Point-to-Point Service, Through or Out Service and/or

         In Service and Network Customers will each bear a proportionate share

         of the total redispatch cost.


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                                             Original Sheet No. 183

    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 effect a Curtailment of

         scheduled deliveries, such schedule shall be curtailed in accordance

         with the Network Operating Agreement.

    45.5 Allocation of Curtailments:  The System Operator shall on a non-

         discriminatory basis, effect a Curtailment of the transaction(s) that

         effectively relieve the constraint.  However, to the extent

         practicable and consistent with Good Utility Practice, any Curtailment

         will be shared by the customers taking Internal Point-to-Point

         Service, Through or Out Service and/or In Service and Network

         Customers in proportion to their respective Load Ratio Shares.  The

         System Operator shall not direct the Network Customer to effect a

         Curtailment of schedules to an extent greater than the System Operator

         would effect a Curtailment of the Participants' schedules under

         similar circumstances.


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                                             Original Sheet No. 184

    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 customers taking Internal Point-to-Point Service,

         Through or Out Service and/or In Service and Network Customers 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 effect a

         Curtailment of Network 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 


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                                             Original Sheet No. 185

         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 effect a Curtailment of 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 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.


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                                             Original Sheet No. 186


46  Rates and Charges

    The Network Customer shall pay Transmission Providers for any Direct

    Assignment Facilities and its share of the cost of any required Network

    Upgrades and applicable study costs consistent with Commission policy and

    Schedule 11, along with the payment to the System Operator of the charges

    for Ancillary Services and the charge for Regional Network Service provided

    under this Tariff.

    46.1 Determination of Network Customer's Monthly Network Load:  The

         Network Customer's "Monthly Network Load" is its hourly Network Load

         (including its designated Network Load not physically interconnected

         with the Transmission Provider under Section 43.3) coincident with the

         coincident aggregate Network Load of the Participants and other

         Network Customers served in each Local Network in the hour in which

         the coincident Network Load is at its maximum for the month ("Monthly

         Peak").


47  Operating Arrangements

    47.1 Operation under The Network Operating Agreement: The Network

         Customer shall plan, construct, operate and 


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                                             Original Sheet No. 187

         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 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 


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                                             Original Sheet No. 188

         outputs for redispatch required under Section 45, 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

         memorandum 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 (NPCC),

         (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 NPCC

         requirements.  The System Operator shall not unreasonably refuse to

         accept 


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                                             Original Sheet No. 189

         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.


48  Scope of Application of Part VI to Participants

    (a)  All Participants which are receiving Regional Network Service on the

         Compliance Effective Date shall be deemed to have requested to

         continue Regional Network Service and to have identified as their

         Network Resources and Network Load all of their resources and load as

         of the Compliance Effective Date, unless they elect in accordance with

         Section 3.3 of this Tariff to receive Internal Point-to-Point Service

         at one or more Points of Delivery from one or more Point(s) of

         Receipt.


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                                             Original Sheet No. 190


    (b)  In view of the operational, informational and financial obligations

         imposed on Participants by the Agreement, the NEPOOL Financial

         Assurance Policy and NEPOOL rules, the following requirements of Part

         VI of this Tariff shall not be applicable to Participants:

         (1)  the Application requirement specified in Sections 41.1(i) and 42

              of this Tariff;

         (2)  the deposit requirement specified in Section 41.2 of this Tariff;

         (3)  the requirement that a Network Customer execute a Service

              Agreement, as specified in Section 41.1 (iii) of this Tariff;

              provided that a Service Agreement shall be required (i) for any

              Participant initially taking Regional Network Service after the

              Compliance Effective Date, (ii) if a Participant serves load not

              physically interconnected with the NEPOOL Transmission System

              pursuant to Section 43.3 of this Tariff or (iii) if a new

              facility or upgrade is to be constructed pursuant to Section 44.4

              of this Tariff;


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                                             Original Sheet No. 191

         (4)  the requirement that a Network Customer execute a Network

              Operating Agreement, as specified in Section 41.1(iv) of this

              Tariff; provided that a Network Operating Agreement shall be

              required if a Participant serves load not physically

              interconnected with the NEPOOL Transmission System pursuant to

              Section 43.3 of this Tariff; and

         (5)  the requirement that a Network Customer provide an annual update

              of Network Load and Network Resource forecasts, as specified in

              Section 43.6 of the Tariff.

    Notwithstanding the foregoing, if the System Operator determines at any

    time that it requires information from a Participant which would be

    contained in an Application submitted pursuant to Section 41.2 or an annual

    update of Network Load and Network Resource forecasts provided pursuant to

    Section 43.6, it has the right to require that the Customer provide the

    information.



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                                             Original Sheet No. 192

VII.INTERCONNECTIONS

49  Interconnection Requirements

    Any Participant or Non-Participant which proposes to site a new generating

    unit at a site owned by it, or which it has the right to acquire, or to

    materially change and increase the capacity of an existing generating unit,

    located in the NEPOOL Control Area, shall be obligated to:

    (a)  satisfy any applicable requirements under the local tariff of the

         Transmission Provider in whose Local Network the generator would be

         located or to which the interconnection would be connected, including

         the filing with the Commission of an interconnection agreement, which

         interconnection agreement may be filed by the Transmission Provider

         unsigned either on its own or at the request of the Generator Owner;

    (b)  submit to the System Operator an interconnection application complying

         with requirements specified by the System Operator, and enter into an

         agreement with the System Operator and, if necessary, one or more

         affected Transmission Providers to provide for the conduct of a 


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                                             Original Sheet No. 193

         System Impact Study and, if required, enter into an agreement with one

         or more Transmission Providers to provide for the conduct of a

         Facilities Study, to determine what additions or upgrades to the NEPOOL

         Transmission System and to the Non-PTF System are required in order to

         permit the full integration of its generating unit into the NEPOOL

         system.  The System Impact Study and Facilities Study shall be

         conducted in accordance with the procedures, and subject to the

         obligations, specified in Section 33 of this Tariff; and

    (c)  submit its proposal for review in accordance with Section 18.4 of the

         Agreement and to take any action required pursuant to Section 18.5 of

         the Agreement as a result of such review in order that its generating

         unit will be fully integrated into the NEPOOL Transmission System on a

         basis which permits the firm delivery of the output of the unit;

         provided that the Participant or Non-Participant may proceed with the

         siting of a new or materially changed generating unit under

         circumstances which do not permit full integration of the unit

         temporarily or permanently if it agrees in writing that 


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                                             Original Sheet No. 194

         the output of the unit will be limited to below its full capacity, to

         the levels which can be delivered on a firm basis as identified in

         accordance with Sections 18.4 and 18.5 of the Agreement except in

         emergency conditions, as such conditions are determined by the System

         Operator; and upon the satisfaction of the obligations described in

         (a), (b) and (c) above the Generator Owner shall have the right to be

         interconnected to the NEPOOL Transmission System.  (If required, any

         preliminary feasibility study shall be performed under a separate

         agreement.)

    If the studies conducted pursuant to this Section indicate that new PTF

    facilities or a facility modification or other PTF upgrades are necessary

    in connection with a new or materially changed generating unit, or

    otherwise in order 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, upon approval of the

    studies by the Regional Transmission Planning Committee, subject to review

    by the System Operator, one or more Transmission Providers or their

    designees shall be designated by the Regional Transmission Planning


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                                             Original Sheet No. 195



    Committee, subject to review by the System Operator, to design and effect

    the construction or modification.

    Upon the designation of a Transmission Provider or its designee to design

    and effect a PTF addition or upgrade and the fixing of the cost

    responsibilities of the Participants and Non-Participants and agreement as

    to the security and other provisions of said arrangement, the Transmission

    Provider or its designee designated to perform the construction shall, (i)

    in accordance with the terms of the arrangements described in this

    paragraph and subject to Sections 18.4 and 18.5 of the Agreement, use its

    best efforts to design and effect the proposed construction or modification

    and (ii) enter into an interconnection agreement with the Generator Owner

    as described in paragraph (a) of this Section 49.

    Any facilities required in connection with a new generating unit or the

    material change of an existing generating unit which constitute a Direct

    Assignment Facility shall be fully paid for by the Participant or Non-

    Participant proposing the new generating unit or material change under an

    interconnection agreement with the Transmission Provider.


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                                             Original Sheet No. 196

    Subject to the foregoing, a Participant or Non-Participant proposing a new

    or materially changed generating unit, shall be obligated to pay, under an

    interconnection agreement with the Transmission Provider, a share of the

    full costs of any new PTF facilities or facility modification or other PTF

    upgrade which is required and to provide security for its obligations in

    accordance with Schedule 11 to this Tariff.

    For purposes of determining whether a generating unit is placed in service

    after the Compliance Effective Date for purposes of Section 42.6 of this

    Tariff or is obligated to satisfy the requirements of this Section, on

    January 1, 1999 and thereafter, any unit in active or deactivated status,

    as classified in the April 1998 NEPOOL Capacity, Energy, Loads and

    Transmission Report and any other generating unit in active status on that

    date may receive deactivated status, subject to criteria developed by the

    appropriate NEPOOL committee.  If so designated, the deactivated unit may

    retain this status for a period not to exceed three (3) years from the date

    the unit receives deactivated status and shall not be obligated to comply

    with this Section if it is reactivated during such period, but if not

    reactivated during such period 


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                                             Original Sheet No. 197

    shall be deemed retired at the end of such period for purposes of this

    Section.  Notwithstanding the foregoing, if a proposal is submitted and

    approved under Section 18.4 of the Agreement during the three-year period to

    1) reactivate, 2) materially modify and reactivate or 3) replace the

    deactivated unit, the unit may be reactivated without material modification

    without compliance with this Section.  The cost of any PTF upgrade required

    by 2) or 3) above shall be shared in accordance with Schedule 11 of this

    Tariff.  Notwithstanding the foregoing, any unit in deactivated status prior

    to January 1, 1999 shall be entitled to retain such status through December

    31, 2001 whether or not a submission is made under Section 18.4 during such

    period.


50  Rights of Generator Owners

    Upon compliance with the applicable requirements of the Tariff, (i) any

    generating unit located in the NEPOOL Control Area which is in service on

    the Compliance Effective Date (including a unit that has lost its capacity

    value when its capacity value is restored or a deactivated unit which may

    be reactivated without satisfying the requirements of Section 49 of this

    Tariff in accordance with the provisions thereof); 


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                                             Original Sheet No. 198

    (ii) any generating unit located in the NEPOOL Control Area which is placed

    in service after the Compliance Effective Date after complying with Section

    49 and Schedule 11 of the Tariff; and (iii) any resource outside the NEPOOL

    Control Area that is the subject of a Firm Transmission Service transaction

    shall with respect to NEPOOL internal services have rights equal to all

    other firmly integrated resources, and shall not at any later time (other

    than in connection with service over the Ties not specifically referred to

    in the Section 18.4 approval) be required to pay for any additional Network

    or other upgrades or costs required in order to further reinforce the

    transmission system; provided that any generating unit placed in service

    after the Compliance Effective Date, the output of which is limited in

    accordance with Section 18.4 of the Agreement to below its full capacity

    shall have such rights only up to the permitted output level(s); provided

    further that there will be no adverse distinctions in the planning process

    or with respect to transmission facility construction between Firm

    Transmission Service Customers, any generators referred to in (i) or (ii)

    above, and any resources referred to in (iii) 


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                                             Original Sheet No. 199

    above.  It is further provided that, in accordance with Section 18.4 of the

    Agreement, no generator referred to in (i) or (ii) above shall have its

    established operating limits reduced, except for emergency situations, as a

    result of any new request for NEPOOL interconnection or subsequent Section

    18.4 approvals.


51  New Interconnection to Other Control Area

    The allocation of PTF upgrade costs associated with interconnections to

    other Control Areas placed in service or modified after the Compliance

    Effective Date ("New Interconnections") is not presently addressed in this

    Tariff.  The Participants intend to address in a filing with the Commission

    prior to the Compliance Effective Date arrangements for the allocation and

    payment of such PTF upgrade costs as follows:

    (i)  costs of PTF upgrades for New Interconnections to accommodate a

         reservation for In Service shall be allocated and paid in a manner

         that is consistent with the cost allocation mechanism set forth in

         Schedule 11 to this Tariff; and


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                                             Original Sheet No. 200


    (ii) costs of PTF upgrades for New Interconnections to accommodate a

         reservation for Through or Out Service shall be allocated and paid in

         a manner that is consistent with Section 20 of this Tariff.

    It is expected that the rights associated with these reservations will be

    equal to the rights for similar reservations for service on existing Ties

    that are in service on the Compliance Effective Date.



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                                             Original Sheet No. 201


                                 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 Internal Point-to-Point Service rate, to the Through or

Out Service rate and to the Regional Network Service rate.

    The System Operator expenses will be based on the functions required to

provide these services and include, but are not limited to:


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                                             Original Sheet No. 202

    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.

    This amended Schedule 1 shall be effective as of September 1, 1997 and the

initial surcharge herein under shall be effective from September 1, 1997 to

June 1, 1998.  The surcharge shall be redetermined annually as of June 1 in

each year and shall be in effect for the succeeding twelve months. The rate

surcharge per kilowatt for each month is one-twelfth of 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 prior calendar year.


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                                             Original Sheet No. 203

    The rate surcharge for each Participant or Non-Participant which pays the

Regional Network Service rate for a month shall be based on the number of

kilowatts of its Monthly Network Load (as defined in Section 46.1) for the

month.  The rate surcharge for each Participant or Non-Participant which is

obligated to pay the Internal Point-to-Point Service rate or the Through or Out

Service rate for the month shall be based on the highest amount of its Reserved

Capacity for each transaction scheduled as Internal Point-to-Point Service

and/or Through or Out Service for the month.

    The revenues received by the System Operator for NEPOOL for providing

Scheduling, System Control and Dispatch Service shall be allocated each month

among the System Operator and the Participants whose satellite or other costs

are reflected in the computation of the surcharge for the service in proportion

to the costs for each which are reflected in the computation of the surcharge.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 204



                               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 charge for each hour for such service shall be paid

by each Participant or 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 205

Non-Participant which receives either Regional Network Service or Internal

Point-to-Point Service or Through or Out Service and shall be determined in

accordance with the following formula:



              CH    =    (CC + LOC + SCL)   (HL{1} + RC{1})
                                             -------------
                                            (HL    +    RC)

                         in which



              CH    =    the amount to be paid by the Participant or Non-

                         Participant for the hour;



              CC    =    the capacity costs for the hour, which shall be stated

                         in an informational filing with the Commission;



              LOC   =    the lost opportunity costs for the hour to be paid to

                         Participants who provide VAR support in accordance

                         with Section 14.5(a) of the Agreement commencing on

                         the Second Effective Date;


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 206



              SCL  =     the cost of energy used in the hour by generating

                         facilities, synchronous condensers or static

                         controlled VAR regulators in order to provide VAR

                         support to the transmission system;



              HL{1} =    the Network Load of the Participant or Non-Participant

                         for the hour;



              HL   =     the aggregate of the Network Loads of all Participants

                         and Non-Participants for the hour;



              RC{1} =    the Reserved Capacity for Internal Point-to-Point

                         Service and/or Through or Out Service of the

                         Participant or Non-Participant for the hour; and



              RC   =     the aggregate Reserved Capacity for Internal Point-to-

                         Point Service and/or Through or Out Service of all


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 207

                         Participants and Non-Participants for the hour.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 208


                                  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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 209

Transmission Customer must either take this service from the 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 of the total increased hourly operating costs is collected 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 210

    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 or Internal Point-to-Point 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.  The charge for Internal

Point-to-Point Service is specified in Schedule 10.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 211

               
                                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 or Internal Point-to-Point Service to all Participants

and other entities serving load in the NEPOOL Control Area.  The charges for

Regional Network 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 212

Service or Internal Point-to-Point Service are specified in Schedules 9 and 10.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 213



                              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 NEPOOL 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

NEPOOL Agreement, <section><section>12.5 - 12.8.  Participants that are deemed

to carry operating reserve in any hour are entitled to share in distributions

each month from 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 214

the Pool Savings Fund.  Prior NEPOOL 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 NEPOOL 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 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).


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 215

    The Transmission Service required with respect to Interchange Transactions

will be furnished as part of Regional Network Service or Internal Point-to-

Point 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.  The charge for

Internal Point-to-Point Service is determined in accordance with Section 21 of

the Tariff and Schedule 10.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 216


                                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 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 NEPOOL Agreement, and on terms determined thereafter in accordance with

Sections 14.4, 14.5 and 14.9 of the Agreement.

    Under the Prior NEPOOL 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

NEPOOL Agreement, <section><section>12.5 - 12.8.  Participants that are deemed

to carry operating reserve in any hour are entitled to share in 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 217

distributions each month from the Pool Savings Fund.  Prior NEPOOL 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 NEPOOL 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 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).


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 218



    The Transmission Service required with respect to Interchange Transactions

will be furnished as part of Regional Network Service or Internal Point-to-

Point 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.  The charge for

Internal Point-to-Point Service is determined in accordance with Section 21 of

the Tariff and Schedule 10.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 219


                                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 NEPOOL Agreement, and

on terms determined thereafter in accordance with Sections 14.4, 14.5 and 14.9

of the Agreement.

    Under the Prior NEPOOL 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

NEPOOL Agreement, <section><section>12.5 - 12.8.  Participants that are deemed

to carry operating reserve in any hour are entitled to share in 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 220

distributions each month from the Pool Savings Fund.  Prior NEPOOL 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 NEPOOL 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 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).


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 221

    The Transmission Service required with respect to Interchange Transactions

will be furnished as part of Regional Network Service or Internal Point-to-

Point 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.  The charge for

Internal Point-to-Point Service is determined in accordance with Section 21 of

the Tariff and Schedule 10.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 222


                                 SCHEDULE 8

                          Through or Out Service -
                             The Pool PTF Rate


(1) 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 the

highest of (a) the Pool PTF Rate or (b)a rate which is derived from the annual

incremental cost, not otherwise borne by the Transmission Customer or a

Generator Owner, of any new facilities or upgrades that would not be required

but for the need to provide the requested service or (c) a rate which is equal

to NEPOOL's opportunity cost (if and when available) capped at the cost of

expansion, as determined for the period of service in accordance with Section

20 of this Tariff.  If at any time NEPOOL proposes to charge a rate based on

opportunity cost, it shall first file with the Commission procedures for

computing opportunity cost pricing for all Transmission Customers.  The

Transmission Customer shall also be obligated to pay any applicable ancillary

service charges and any congestion or other uplift charge required to be paid

pursuant to Section 24 of this Tariff.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 223

(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 (i) the sum for

all Participants of Annual Transmission Revenue Requirements determined in

accordance with Attachment F DIVIDED BY (ii) the sum of the coincident Monthly

Peaks (as defined in Section 46.1) of all Local Networks, excluding from the

Monthly Peak for each Local Network as applicable the loads at each applicable

Point of Delivery of each Participant or Non-Participant which has elected to

take Internal Point-to-Point Service in lieu of Regional Network Service at one

or more Points of Delivery; PLUS the Long-Term Firm Reserved Capacity amount

for each such Participant or Non-Participant which has elected to take Firm

Internal Point-to-Point Service in lieu of Regional Network Service at one or

more Points of Delivery PLUS the Long-Term Reserved Capacity amount for each

Participant or Non-Participant for Firm Through or Out Service.  Revenues

associated with Short-Term Point-to-Point reservations will be credited to the

sum of 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 224

all Participants' Annual Transmission Revenue Requirements referred to

in (i) above.

(3) Discounts: Three principal requirements apply to discounts for Through or

Out Service as follows (1) any offer of a discount made by the Participants

must be announced to all Eligible Customers solely by posting on the OASIS, (2)

any customer-initiated requests for discounts (including requests for use by

one's wholesale merchant or an affiliate's use) must occur solely by posting on

the OASIS, and (3) once a discount is negotiated, details must be immediately

posted on the OASIS.  For any discount agreed upon for service on a path, from

Point(s) of Receipt to Point(s) of Delivery, the Participants must offer the

same discounted transmission service rate for the same time period to all

Eligible Customers on all unconstrained transmission paths that go to the same

Point(s) of Delivery on the NEPOOL Transmission System.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 225


                               SCHEDULE 9

                       Regional Network Service


(1) A Transmission Customer which serves a Network 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

It shall also be obligated to pay any applicable congestion or other uplift

charge required to be paid pursuant to Section 24 of this Tariff.

    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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 226

service at December 31, 1996, and the costs associated with new facilities which

are placed in service after December 31, 1996.  Costs of new facilities are to

be shared regionally on a per Kilowatt basis in determining the rates of each of

the Participants with a Local Network, unless otherwise allocated to a 

particular entity pursuant to this Tariff.

    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 initially 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 227

equal to the Pool RNS Rate after the end of the transitional 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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 228

for Year Eleven and thereafter.  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 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.  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.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 229

(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 for

the twelve months of the calendar year on which the rate is based of the sum of

the coincident Monthly Peaks for the Local Network, as adjusted each month for

losses, excluding from the Monthly Peak the load at each applicable Point of

Delivery of each Participant or Non-Participant which has elected to take

Internal Point-to-Point Service in lieu of Regional Network Service at one or

more Points of Delivery; PLUS the Long-Term Firm Reserved Capacity amount for

each such Participant or Non-Participant which has elected to take Firm

Internal Point-to-Point Service in lieu of Regional Network Service at one or

more Points of Delivery.



(6) The pre-1997 Pool PTF Rate shall be determined in accordance with the

following formula:


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 230

    R =  ATRR
         ----
         ARNL

and the post-1996 Pool PTF Rate shall be determined in accordance with the

following formula:

    R' = ATRR'
         ----
         ARNL

in which

    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.

    ARNL =    the average for the twelve months of the calendar year on which
              the rate is based of the sum of the coincident Monthly Peaks for
              all Local Networks, as adjusted each month for NEPOOL losses,
              excluding from the Monthly Peak for each Local Network as
              applicable the load at each applicable Point of Delivery of each
              Participant or Non-Participant which has elected to take Internal
              Point-to-Point Service in lieu of Regional Network Service at one
              or more Points of Delivery; PLUS the Long-Term Firm Reserved
              Capacity amount for each such Participant 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 231

              or Non-Participant which has elected to take Firm Internal
              Point-to-Point Service in lieu of Regional Network Service at one
              or more Points of Delivery PLUS the Long-Term Reserved Capacity
              amount for each Participant or Non-Participant for Firm Through or
              Out Service.


(7) As used in this Schedule, "Monthly Peak" and "Monthly Network Load" each

has the meaning specified in Section 46.1 of this Tariff.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 232


                             SCHEDULE 10

                   Internal Point-to-Point Service

    (1)  A Transmission Customer shall pay to NEPOOL for firm or non-firm

Internal Point-to-Point Service reserved for it in accordance with Section 19

of the Tariff a charge per Kilowatt, as determined for the period of the

service in accordance with Section 21 of this Tariff, equal to the Internal

Point-to-Point Service Rate; provided if either or both (i) a rate which is

derived from the annual incremental cost not otherwise borne by the

Transmission Customer or a Generator Owner, of any new facilities or upgrades

that would not be required but for the need to provide the requested service or

(ii) a rate which is equal to NEPOOL's opportunity cost (if and when available)

capped at the cost of expansion, is greater than the Pool PTF Rate the charge

shall be the higher of such amounts; provided further that no such charge shall

be payable with respect to the use of Internal Point-to-Point Service to effect

a delivery to the NEPOOL power exchange in an Interchange Transaction.  If at

any time NEPOOL proposes to charge a rate based on opportunity cost, it shall

first file with the Commission procedures for computing opportunity cost

pricing for all Transmission Customers.  The Customer shall also be 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 233

obligated to pay any applicable ancillary service charge and any applicable

congestion or other uplift charge required to be paid pursuant to Section 24 of

this Tariff.

    (2)  Discounts: Three principal requirements apply to discounts for

Internal Point-to-Point Service as follows (1) any offer of a discount made by

the Participants must be announced to all Eligible Customers solely by posting

on the OASIS, (2) any customer-initiated requests for discounts (including

requests for use by one's wholesale merchant or an affiliate's use) must occur

solely by posting on the OASIS, and (3) once a discount is negotiated, details

must be immediately posted on the OASIS.  For any discount agreed upon for

service on a path, from Point(s) of Receipt to Point(s) of Delivery, the

Participants must offer the same discounted transmission service rate for the

same time period to all Eligible Customers on all unconstrained transmission

paths that go to the same Point(s) of Delivery on the NEPOOL Transmission

System.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 234


                               SCHEDULE 11

                    Additions to or Upgrades of PTF

    If any of the studies referred to in Sections 33, 44 or 49 of the Tariff

indicates that PTF upgrades are necessary to provide the requested service, or

in connection with a new or materially changed generating unit, responsibility

for the costs of the PTF upgrades shall, where necessary, be determined by the

Regional Transmission Planning Committee before construction is commenced,

subject to the following limitations:

(i) If the construction of a PTF or upgrade is required in connection with a

    new generating unit or materially changed generating unit, one-half of the

    Shared Amount(as defined below) of the capital cost of the PTF upgrade

    shall be included in Annual Transmission Revenue Requirements under

    Attachment F, and the Generator Owner shall be obligated to pay the other

    half of the Shared Amount of the capital cost of the PTF upgrade and all of

    the capital cost in excess of the Shared Amount, and any applicable tax

    gross-up amounts.   Following completion of the construction or

    modification, the Generator Owner shall be obligated to pay its pro rata

    share of all of the annual costs (including cost of capital, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 235

    federal and state income taxes, O&M and A&G expenses, annual property taxes

    and other related costs) which are allocable to the PTF upgrade, pursuant to

    the interconnection agreements with the individual Transmission Providers or

    their designees which are responsible for the construction or modification,

    which agreements may be filed with the Commission by a Transmission

    Provider unsigned either on its own or at the request of the Generator

    Owner.

(ii)In determining the cost responsibilities for a particular PTF upgrade,

    the Regional Transmission Planning Committee, subject to review by the

    System Operator, may determine that all or a portion of the proposed

    facilities exceed regional system, regulatory or other public

    requirements.  In such a case, the Regional Transmission Planning

    Committee, subject to review by the System Operator, shall determine

    the amount of the excess costs of the PTF upgrade which shall be borne

    by the entity which is responsible for requiring such excess costs,

    and the excess costs shall not be included in the calculation of the

    Shared Amount, if any, of the costs of the PTF upgrade and shall be

    borne directly by the responsible entity.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 236


The Shared Amount of the capital cost of the PTF upgrade required in connection

with the installation or modification of a generating facility (excluding any

costs which are determined to be excess costs in accordance with paragraph (ii)

above) shall be initially determined as of the time that the System Impact

Study agreement is executed by all parties and the Generator Owner has paid the

cost of the study, (such initial determination to be based on the estimated

cost of the PTF upgrade, subject to later adjustment as set forth below)

subject to truing up the KW element of the following formula upon completion of

the PTF upgrade, and shall be the lesser of (a) the full actual capital cost of

the PTF upgrades (excluding any costs which are determined to be excess costs

in accordance with paragraph (ii) above) or (b) the amount determined in

accordance with the following formula:


                   P = KW (R)(.50)
                       -----------
                           C


    in which:



         P    is the maximum amount to be shared;


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 237


         KW   in the case of a generating unit, is the actual demonstrated net

              capability of the new generating unit or increase in the capacity

              of an existing generating unit corrected to 50<circle>F, in

              kilowatts.  If winter operating conditions are shown in the

              System Impact Study and/or application under Section 18.4 of the

              Agreement to require additional transmission reinforcements

              beyond those reinforcements required for summer operating

              conditions, the net capability of the unit will be corrected to

              an ambient air temperature of 0<circle>F;



         R    is the Pool PTF Rate, as in effect on the Compliance Effective

              Date; and



         C    is the weighted average carrying charge factor of all the

              Transmission Providers which own PTF, determined, as of the

              Compliance Effective Date, in accordance with Attachment F to the

              Tariff, i.e., the sum for all Transmission Providers of the

              amounts in Attachment F, Section I.A through I.H, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 238

              divided by the sum of PTF Transmission Plant for all Transmission

              Providers as defined in Attachment F, Section I.A.1.a.



If the Regional Transmission Planning Committee (RTPC) and the System Operator

at the time of the review of a generation project under Section 18.4 of the

Agreement find that the proposed generation project would result in deferral

for two years or more or cancellation of transmission upgrade investments that

would have been required (subject to criteria proposed by the System Operator

and approved by the RTPC and the Executive Committee with respect to the siting

of generation in the most advantageous location and is only exercised when

there is a significant net benefit to load) BUT FOR the proposed generation

project in an amount that equals or exceeds 75% of the capital equivalent of

the Pool PTF Rate, then the Executive Committee shall have the authority to

vote to permit a deviation from the cost allocation formula in this Schedule 11

that would allow the cap on the Shared Amount to increase to as much as 100% of

the capital equivalent of the Pool PTF Rate.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 239


All payments required hereunder shall be determined initially on an estimated

basis, and then adjusted after the appropriate portion of the construction or

modification costs has been reflected in Tariff rates in the first adjustment

of Tariff rates after the PTF upgrade has been placed in commercial operation.



If a proposal for a new generating unit or a material change to a generating

unit requires the construction of a PTF upgrade to interconnect and/or

accommodate the generator, the Generator Owner requesting such interconnection

may, at the request of the Transmission Provider or its designee responsible

for effecting such construction, be obligated to pay to the Transmission

Provider or its designee constructing the PTF upgrade an amount equal to its

share of the estimated cost of the construction at one time or in monthly or

other periodic installments, including, without limitation, all costs

associated with acquiring land, rights of way easements, purchasing equipment

and materials, installing, constructing, interconnecting, and testing the

facilities; O&M and engineering costs; all related overheads; and any and all

associated taxes and government fees.  In addition to, or in lieu of said

payment, the affected Transmission Provider or 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 240

its designee may require the Generator Owner to provide, as security for its

obligation to pay any unfunded balance of the construction costs, and its

obligation to pay the entire construction cost if the new PTF or upgrades are

partly or completely constructed and the Generator Owner then goes out of

business or abandons its project, a letter of credit or other reasonable form of

security acceptable to the Transmission Provider or its designee that will be

responsible for the construction equivalent to the cost of the new facilities or

upgrades and consistent with relevant commercial practices, as established by

the Uniform Commercial Code.  As soon as reasonably practical, but in any event

within 180 days after completion of the construction, or as otherwise mutually

agreed, the Transmission Provider or its designee responsible for the

construction will determine the difference, if any, between the estimated cost

already paid by the Generator Owner to the Transmission Provider or its designee

responsible for the construction and its share of the actual cost of the

construction, and will either receive from the Generator Owner, with Interest

(if the sum paid is insufficient) or pay to the Generator Owner, with Interest,

(if the sum paid is surplus) the difference; 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 241

provided that if, at the time such determination is made, items of construction

remain to be completed and/or some construction costs have not been invoiced and

paid, the Transmission Provider or its designee responsible for the construction

shall continue to be entitled to recover from the Generator Owner the Generator

Owner's share of the costs of such remaining items and may retain a reserve to

cover such items.  Furthermore, the Transmission Provider shall release any

letter of credit or other security instrument received by the Transmission

Provider, up to the amount allowed to be recovered through the Transmission

Provider's Annual Transmission Revenue Requirement, no later than 60 days after

the later of the reflection of such costs in the Pool rates and the commercial

operation of the generation addition or modification.  To the extent PTF

upgrades, or any portion thereof, are completed in a calendar year, Transmission

Providers will use their best efforts to reflect such facilities in their Annual

Transmission Revenue Requirements calculated on the basis of that year.  That

portion of the construction costs paid by the Generator Owner may, by mutual

agreement of the Transmission Provider and the Generator Owner, either be

retained by the Transmission Provider, or be refunded to the Generator Owner

upon the Generator Owner executing 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 242

a contract with the Transmission Provider obligating the Generator Owner to pay

the Transmission Provider the ongoing transmission revenue requirement

associated with its share of the PTF construction, including cost of capital,

federal and state income taxes, O&M and A&G costs, annual property taxes and all

other related costs, and providing the Transmission Provider with an irrevocable

letter of credit or other form of security acceptable to the Transmission

Provider.  In the event the Generator Owner's portion of the construction costs

is retained by the Transmission Provider or its designee in accordance with the

preceding sentence, the Generator Owner be obligated (i) to pay the federal and

state income taxes required to be paid by the Transmission Provider with respect

to the retained amount, and (ii) to pay annually its percentage of the O&M and

A&G costs, annual property taxes and all other related costs in accordance with

the interconnection agreement; provided that in no event shall the Generator

Owner be obligated to pay any cost more than once.  If the Generator Owner for

whatever reason goes out of business, or otherwise abandons its generation

project, and the PTF upgrade has already been partially or completely

constructed, the Generator Owner shall be responsible for all of the

unrecovered ongoing 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 243

costs of the PTF upgrade that would not have been incurred but for the proposed

generation project.  Nothing contained herein shall prevent the Transmission

Provider or its designee responsible for the construction and the Generator

Owner from negotiating other methods for providing financial security associated

with the cost of a PTF upgrade to existing PTF deemed acceptable to the

Transmission Provider or other entity.



In any case other than the construction or modification of a PTF upgrade with

respect to a new or modified generating unit, a Transmission Customer shall

also be obligated to pay such costs and to provide such security for its

obligation as may be agreed to under an interconnection or other applicable

agreement with the Transmission Provider or its designee which will effect the

construction or modification.



Subject to the foregoing, the interconnection and support agreements for a PTF

upgrade may specify the basis for continued support of such upgrade 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 244

property, or action to terminate the project before its completion for

whatever reason and any other matters.



Interest payable hereunder shall be calculated in accordance with Section 8.3

of the Tariff.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 245





                             ATTACHMENT A



                   Form of Service Agreement for

                     Through or Out Service or

                  Internal Point-To-Point 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 [Non-Firm] Transmission Service under

    this Tariff.



3.0 If required, the Transmission Customer has provided to the System Operator

    an Application deposit in accordance with the provisions of this Tariff.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 246


4.0 Service under this Service Agreement shall commence on the later of (1) the

    requested service commencement date, or (2) the date on which construction

    or any Direct Assignment Facilities and/or facility additions or 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 such date as is mutually agreed upon by the parties. [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.



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                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 247


    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.



IN WITNESS WHEREOF, the Parties have caused this Service Agreement to be

executed by their respective authorized officials.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 248



NEPOOL Participants:

By [System Operator]



By:___________________   __________    _____________

   Name                  Title         Date



    TRANSMISSION CUSTOMER:



By:___________________   __________    _____________

   Name                  Title         Date



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 249



                  SPECIFICATIONS FOR THROUGH OR OUT SERVICE

                     OR INTERNAL POINT-TO-POINT 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:_____________________________________



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 250


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:__________________________________________________

    __________________________________________________________



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 251


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 expansion charge [Need to define or reference

         upgrade costs]:

         __________________________________________________

         __________________________________________________



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 252


                             ATTACHMENT B


                   Form Of Service Agreement For

                     Regional Network 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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 253



4.0 The Transmission Customer agrees to supply information the System Operator

    deems 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.



    NEPOOL PARTICIPANTS:



      NEW ENGLAND POWER POOL
      ---------------------------


      ONE SULLIVAN ROAD
      ---------------------------


      HOLYOKE, MA 01040-2841
      ---------------------------


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 254



    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                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 255



NEPOOL PARTICIPANTS:

By: [System Operator]



By:______________________    ______________      ___________

   Name                      Title               Date



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 256


                           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;


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 257



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;

o       Frequency (Hz) within acceptable levels.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 258



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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 259


                           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;


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 260


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.


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).



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 261


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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 262


                             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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 263


    8.   The United Illuminating Company


    9.   Vermont Electric Power Company and the entities which are grouped with

         it as a single Participant.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 264


                                 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)


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 265


    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, plus (L) Transmission Related Taxes and Fees Charge.



    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

              Accumulated Deferred Taxes, plus (f) Transmission Related Loss on

              Reacquired Debt, plus (g) Other 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 266

              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 (i) the Transmission Provider's capital

                   leases in the Hydro-Quebec DC facilities (HQ leases), and

                   (ii) the portion of any facilities, the cost of which is

                   directly assigned under the Tariff to a Transmission

                   Customer or a Generator Owner or Interconnection Requester.



              (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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 267

                   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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 268

                   Reserve shall equal the product of General Plant Depreciation

                   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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 269

                   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.



              (h)  TRANSMISSION PREPAYMENTS shall equal the Transmission

                   Provider's balance of prepayments 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 270

                   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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 271


         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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 272


                   (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



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 273


                   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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 274


    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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 275



         (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 Numbers 561 and 565, and any expenses

         included in Transmission Support Expense as described in section (J)

         which are included in Account Numbers 560-573, multiplied by the PTF

         Transmission Plant Allocation Factor described in Section (I)(A)(1)(b)

         above.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 276



    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 but excluding support

         payments to Transmission Providers or their designees pursuant to

         Schedule 11 of the Tariff.



    J.   TRANSMISSION SUPPORT EXPENSE shall equal the expense paid by

         Transmission Providers or Network Customers for 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 277

         PTF transmission support other than expenses for payments made for

         transmission facilities or facility upgrades placed in service on or

         after January 1, 1997 where the support obligation is required to be

         borne by particular Participants or other entities in accordance with

         the Tariff.



    K.   TRANSMISSION RELATED EXPENSE FROM GENERATORS as may be determined by

         the Management Committee.



    L.   TRANSMISSION RELATED TAXES AND FEES CHARGE shall include any fee or

         assessment imposed by any governmental authority on service provided

         under this Tariff which is not specifically identified under any other

         Section of this Attachment.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 278


           ATTACHMENT G: LIST OF EXCEPTED TRANSACTION AGREEMENTS



Attachment G is a listing of transmission agreements pertaining to certain

point-to-point wheeling transactions across or out of a Local Network. In

accordance with Section 25 of the Tariff, these agreements will continue to be

in effect at the rates and terms thereunder rather than under the Tariff.


<TABLE>
<CAPTION>
  
Item                                                                     Effective  End       Amount            Comments
 #   Provider  Receiver    Description, Purpose or Service                 Date     Date      (MW's)         FERC Docket #'s
----------------------------------------------------------------------------------------------------------------------------------
<S>  <C>       <C>         <C>                                            <C>       <C>       <C>      <C>

1    CMP       Unitil      PTP firm wheeling of BHE QF's                  1/1/87    2/28/03   25       25.0MW since 11/1/91,
                                                                                                       dropping to 24.27 MW's on
                                                                                                       7/97, decreasing further
                                                                                                       later. 2 yr notification

2    BECO      Cambridge   Firm agreement to transfer energy/capacity     7/1/68    11/1/01   varies
                           from Canal 1 to Cambridge Electric Light
                           across BECO system

3    NEP       BECO        Long term wheeling of L'Energia{1}             7/9/96    3/13/13   65.048    See note #1

4    NEP       Braintree   Long term wheeling of system power{1}          7/9/96    10/31/04  2         See note #1, option to 
                                                                                                        extend

5    NEP       CES         Long term non-firm wheeling of power           7/9/96    life      20        See note #1
                           from Boott Hydro{1}

6    NEP       CES         Long term non-firm wheeling of power           7/9/96    10/1/04   1.5       See note #1
                           from Collins Dam{1}

7    NEP       Hingham     Long term wheeling of power from               7/9/96    12/31/27  1.446     See note #1
                           Manchester street{1}

8    NEP       Hingham     Long term wheeling of power from Bear          7/9/96    11/1/05   5.02      See note #1
                           Swamp{1}

9    NEP       Hull        Long term wheeling of power from Refuse        7/9/96    10/31/05  .341      See note #1
                           Fuels{1}

10   NEP       Montaup     Long term wheeling of McNeil                   7/9/96    life      8         See note #1
                           Burlington{1}

11   NEP       Taunton     Long term wheeling of system power{1}          7/9/96    10/31/05  10        See note #1

12   NEP       Unitil      Long term wheeling power from Ocean            7/9/96    10/31/10  22.5      See note #1, amount
                           State I & II {1}                                                             changes over contract/
                                                                                                        seasons

NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 279


13   NEP       Unitil      Long term wheeling of power from Salem         7/9/96    10/31/05  9.8       See note #1, amount
                           Harbor {1}                                                                   changes over contract/
                                                                                                        seasons

14   NEP       Unitil      Long term wheeling power from Maine            7/9/96    10/31/05  2
                           Yankee

15   NU        NUSCO       Firm PTP Trans. Wheeling Service               9/1/94    2003      40        Madison Electric Works -
                                                                                                        ER94-1160-000

16   NU        Holyoke     Firm PTP Trans. Wheeling Service               7/1/95    2003      4         NYPA Power - ER95-1354-
                                                                                                        0000

17   NU        CES         Firm PTP Trans. Wheeling Service               5/1/85    2013      2         Swift River - Chicopee 1&2
                                                                                                        ER-86-85-000/ER86-79-000

18   NU        Groton      Firm PTP Trans. Wheeling Service               11/1/89   1999      1         Glendale Hydro - ER92-66-
                                                                                                        000

19   NU        UI/Unitil   Firm PTP Trans. Wheeling Service BHS3 to       5/1/90    2010      15        TSA Corridor - ER92-65-000
                           Unitil

20   NU        Groton      Firm PTP Trans. Wheeling Service               4/1/92    2010      1         Littleville Power Co-Texon
                                                                                                        Hydro
                                                                                                        ER92-458-000/ER92-66-000/
                                                                                                        ER93-219-000

21   NU        Fitchburg   Firm PTP Trans. Wheeling Service               1/1/95    2012      3         Harris Hydro - ER94-559-
                                                                                                        000/ER95-357-000

22   NU        MASS        Firm PTP Trans. Wheeling Service{4}            7/31/93   2014      200       ER94-902-000/ER93-219-000
               POWER                                                                                    See note #6

23   NU        LILCO       Firm PTP Trans. Wheeling Service               5/1/94    1997      88        Fitzpatrich - ER94-1201-
                                                                                                        000

24   NU        Altresco    Firm PTP Trans. Wheeling Service{4}            1/1/95    2010      160       ER95-306-000, See note #6
               Pittsfield

25   NU        MMWEC       Firm PTP Trans. Wheeling Service               11/1/95   2003      27        NYPA Power - ER96-201-000

26   NU        Pascoag     Firm PTP Trans. Wheeling Service               11/1/95   2003      3         NYPA Power - ER96-201-000
27   NU        Pontook     Firm PTP Trans. Wheeling Service               7/26/85   2001      11        Pontook

28   NU        Suncook     Firm PTP Trans. Wheeling Service               4/8/96    2021      3         Suncook - ER96-1277-000

29   NU        NUSCO       Firm PTP Trans. Wheeling Service{2}            10/1/96   2006      100/200   See Note #2, Suffolk 
                                                                                                        County, NY - ER96-2338-000

30   NU        NUSCO       Firm PTP Trans. Wheeling Service               12/1/81   2019      variable  MMWEC: Stonybrook
                                                                                                        ER83-358-000/ER93-219-000

31   NU        NUSCO       Firm PTP Trans. Wheeling Service               6/1/94    2005      10        Unitil: Norwalk 1&2 -
                                                                                                        ER94-1088-0000

32   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   2004      15        Fitchburg Gas & Electric -
                                                                                                        ER93-417-001

33   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   2005      13        Reading Municipal Light -
                                                                                                        ER94-1591-000

34   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/93   1998      5         Middleton Municipal Light-
                                                                                                        ER93-901-000

35   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/93   1998      2         Georgetown Municipal
                                                                                                        Light - ER93-884-000

36   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/93   2004      1         Princeton Municipal Light:
                                                                                                        Holyoke Hydro
                                                                                                        ER93-915-000
37   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/93   1998      1         VT Public Power Supply -
                                                                                                        ER93-913-000


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 280

38   NU        NUSCO       Firm PTP Trans. Wheeling Service               5/1/94    1999      25        Citizens Utility Co.
                                                                                                        ER94-1211-000/EC90-10-007

39   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   1998      5         Holyoke Gas & Electric -
                                                                                                        ER94-1592-000

40   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   2004      20        Danver Electric Dept. -
                                                                                                        ER94-1207-000

41   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   2004      20        Littleton Electric Light/
                                                                                                        Water
                                                                                                        ER94-1207-000

42   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/94   2004      10        Mansfield Municipal 
                                                                                                        Electric
                                                                                                        ER94-1207-000

43   NU        NUSCO       Firm PTP Trans. Wheeling Service               5/1/95    2004      1         Sterling Municipal
                                                                                                        Electric
                                                                                                        ER95-584-000

44   NU        NUSCO       Firm PTP Trans. Wheeling Service               6/1/95    2002      3         Princeton Municipal
                                                                                                        Electric
                                                                                                        ER95-1137-000

45   NU        NUSCO       Firm PTP Trans. Wheeling Service               8/1/95    1999      2         VT Marble Power Div. -
                                                                                                        ER95-1461-000

46   NU        NUSCO       Firm PTP Trans. Wheeling Service               11/1/95   2002      6         Rowley Municipal Lighting
                                                                                                        ER96-160-000

47   NU        Littleton   Non-Firm PTP Trans. Wheeling Service           10/30/91  n/a       1         Marlboro Hydro Corp/
                                                                                                        Minnewawa

48   NU        NEP         Non-Firm PTP Trans. Wheeling Service           12/6/91   n/a       3         Waste Mgmt of NH/Turnkey

49   NU        NEP         Non-Firm PTP Trans. Wheeling Service           11/1/93   1998      40        ER93-914-000/ER95-41-000

50   NU        CMEEC       Non-Firm PTP Trans. Wheeling Service           6/15/93             variable  Liquid Carbonic Ind
                                                                                                        Medical Corp
                                                                                                        ER93-663-000

51   NU        Wallingford Non-Firm PTP Trans. Wheeling Service           7/27/92             variable  Ct Steel - ER92-730-000

52   NU        CMP         Non-Firm PTP Trans. Wheeling Service           11/1/95   1999      50        ER94-48-000
                                                                                                        ER95-1635-000/ER95-1557-
                                                                                                        000

53   NU        CMP         Non-Firm PTP Trans. Wheeling Service           11/1/95   1999      150       ER94-48-000/ER95-1635-000

54   NU        BECO        Non-Firm PTP Trans. Wheeling Service           11/1/95   1997      100       ER94-48-000
                                                                                                        ER95-1851-000/ER96-3144-
                                                                                                        000

55   NU        NHEC        Firm Trans. Wheeling Services                  3/31/81   n/a       6         Maine Yankee Through PSNH


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 281

56   Montaup   MASS        Firm wheeling of Mass power                    7/31/93   12/31/13  29.3/25   ER93-624-000,
                                                                                                        ER97-2574-000
               POWER                                                      7/30/08   117/100

57   Montaup   Pittsfield  Firm wheeling of Pittsfield Generating         9/1/93    12/31/01  29.5 W    ER93-623-000,
                           Company (Altresco)                                                 26 S      ER97-2574-000


58   Montaup   North       Non-firm wheeling of Cleary 9cc to North       11/1/84   LOU       10        ER93-396-000
               Attleboro   Attleboro

59   Montaup   Hudson      Non-firm wheeling of Cleary 9cc to Hudson      11/1/86   LOU       5         ER87-362-000
                           Light & Power

60   Montaup   MMWEC       Firm wheeling of NYPA power to Braintree,      7/1/85    6/30/01   3.03/2.09 amounts in order of co.'s
                           Hingham, Hull, Wellesley, Reading, Belmont,                        1.11/2.33 listed & through 6/30/97,
                           Concord                                                            5.84/2.32 can be extended monthly
                                                                                              1.69      6/30/01 thru 10/31/03
                                                                                                        ER87-362-000

61   Montaup   Braintree   Non-firm wheeling of Cleary 9cc to Braintree   11/1/84(1)LOU       10        ER85-390-000/ER87-126-000
                                                                          11/1/86(2)

62   Montaup   Hingham     Non-firm wheeling of Cleary 9cc to Hingham     11/1/88   LOU       3         ER93-137-000/ER87-126-000

63   Montaup   CES         Non-firm backup wheeling agreement             7/31/93   8/31/01

64   Montaup   Pascoag     Firm transmission service                      11/1/81   11/1/97   5,        Contract Demand service
                                                                                                        agreement
               Fire                                                                 10/31/98,
                                                                                    9         5.3,      ER82-61-000
               District                                                             9,00      4.97,2.97 

65   Montaup   Middle-     Firm transmission service                      5/1/83    11/1/97   8         Contract Demand service
               borough                                                              10/31/99  6         agreement
                                                                                                        ER83-485-000

66   UI        NU          Unit firm exchange of capacity, NU gas turbine 5/1/93    12/31/99  2.4:1     can be extended & requires
                           for UI base fossil                                                           notice of termination
                           Only BHS3 share - 25 MW's                                          120to50
     
67   PASNY     UI          Firm Niagara & St. Lawrence Hydro power        3/1/90    6/30/01
                           project contract


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 282

68   BECO      Altresco    Firm wheeling power contract                   9/1/93    12/31/11  29        ER93-786-000,ER97-2500-000

69   BECO      MMWEC       Wheeling contract from PASNY for Braintree               10/31/03  18
                           Hingham, Hull, Reading, Belmont, Concord                           total
                           Wellesley

70   CVPS      Unitil      Firm power & wheeling of Vermont Yankee        1991      2001      25        with CVPS termination
                           Bundled T & G                                                                right at 11/98

71   MPSNBP    CMP         Firm delivery of Beaver-Ashland NELP #2        1/1/93    12/31/16  34        See Note #3
     MEPCO                 output from MPS to CMP{3}

72   MPS/      CMP         Firm transmission of capacity/energy from      10/26/94  4/30/2000 26        amount varies with Houlton
                           Avec in excess of Houlton Water Req. for                                     load, See Note #3
                           CMP native load{3}

73   CMP       HWC         Firm power sales agreement for requirements    1/1/96    12/31/05  11-15     See Note #3 & #4
                           from CMP to Houlton Water Co.{3}



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 283

</TABLE>


                     ATTACHMENT G-1: LIST OF EXCEPTED AGREEMENTS



Attachment G-1 is a listing of comprehensive network service agreements. In

accordance with Section 25 of the Tariff, these agreements are to continue in

effect and transmission service for the transactions covered by such agreements

will continue to be provided at the rates and terms in effect thereunder rather

than under the Tariff. Further, service for the transactions covered by such

agreements shall continue to be excepted for their respective terms from the

requirement to pay a Local Network Service charge.



<TABLE>
<CAPTION>

Item    Parties to the        Description, Purpose             Effective     End       Amount             Comments
 #        Agreement                or Service                    Date        Date      (MW's)          FERC Docket #'s
----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>               <C>                                  <C>       <C>          <C>       <C>

1       WMECO/NEP         Service to French King/Shelburne     3/15/94   2 yr notice  varies    Transmission Service Agreement

2       WMECO/NEP         Service to SBNGB                     2/23/93   2 yr notice  varies    Transmission Service Agreement

3       Cambridge/BECO    Support Agreements                   1/1/75    open         n/a       Rights in perpetuity

4       UI/NU             Six UI Substations Agreement         8/24/93   10/31/98     varies

5       CMP/MEW/NU        Firm Transmission of Capacity/Energy 5/16/94   12/31/03     varies    1yr Notification, Can be
                          to serve Madison                                                       extended to 12/31/08

6       CMEEC/NU          Comprehensive Transmission Service   11/29/90  1/1/09       n/a       ER91-209-000, ER93-297-000
                          Agreement

7       Chicopee/NU       Comprehensive Transmission Service   11/1/95   10/31/09     n/a       ER85-689-000, ER93-219-000
                          Agreement

8       South Hadley/NU   Comprehensive Transmission Service   11/1/95   7/1/10       n/a       EC90-10-000, ER85-689-000,
                          Agreement                                                             ER720-000

9       Westfield/NU      Comprehensive Transmission Service   1/1/95    7/1/10       n/a       EC90-10-000
                          Agreement


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 284

10      Unitil/NU         Comprehensive Transmission Service   11/1/92   n/a          n/a       EL92-42-000
                          Agreement

11      CMP/NU            Firm Border Line Agreement for Bolt  12/15/81  open         35-40     Amount varies, 2yr Notification
                          Hill Substation

12      All VT Utilities  Velco 1991 Transmission Agreement    1991                   n/a       Transmission Service Agreement

13      CMP/Fox Island    Firm Transmission Assoc. with        1/1/94    12/31/98     varies    Can be extended to 12/31/03
                          Bundled Requirements Contract

14      CMP/Kennebunk     Firm Transmission Assoc. with        1/1/94    12/31/98     varies    Can be extended to 12/31/03
                          Bundled Requirements Contract

15      GMP/CVPS          Firm Network support with outflow-   10/19/93  10/19/08     varies    Transmission Interconnection
                          Interconnection agreement                                             Agreement



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 285




                     ATTACHMENT G-2: LIST OF CERTAIN ARRANGEMENTS
                                  OVER EXTERNAL TIES



Attachment G-2 is a listing of agreements which relates to the use of the tie

lines to New York.



</TABLE>
<TABLE>
<CAPTION>






Item                                                                  Effective     End       Amount           Comments
 #     Provider       Receiver      Description, Purpose of Service     Date        Date      (MW's)        FERC Docket #'s
----------------------------------------------------------------------------------------------------------------------------------
<S>    <C>            <C>           <C>                               <C>           <C>       <C>          <C>

1      VT Electric    VT Public     To import NYPA power              03/01/90      10/2003   14 MW
       Power Co.      Systems

2      VT Electric    VT Public     To import power from New York     02/16/95      10/2003   5 MW S
       Power Co.      Power Supply  State Electric & Gas Company                              7 MW W
                      Authority     (NYSE&G)
                      (VPPSA)

3      VT Electric    VPPSA         To import power from Niagara      11/01/93      10/98     9 MW
       Power Co.                    Mohawk

4      VT Electric    City of       To import power from NYSE&G -     05/01/98      12/2009   10 MW
       Power Co.      Burlington    signed 04/01/96


</TABLE>



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 286



Notes to Attachments G, G-1 and G-2



1.   NEP's long-term Point-to-Point transmission services will be grandfathered

     at a fixed rate of $17.00/kW-yr. Distribution, transformation, and

     metering surcharges when applicable, will be subject to NEP's applicable

     point-to-point tariffs.



2.   See FERC Contract for specific details of agreement.  In general, 100MW's

     until transmission upgrades are complete.  This item is still under review

     and is subject to further review dependent upon outcome of Congestion

     Pricing.



3.   Excepted status applies to transmission by CMP.  Transmission by others

     (MEPCO, NBP, MPS) remains under the rates, terms and conditions of

     applicable agreements.



4.   This Transmission Service Agreement is governed in part by a memorandum of

     understanding, filed 6/13/97 in Docket nos. EC90-10-007, ER93-294-000,

     ER95-1686-000, ER96-496-000, OA97-237-000, and ER97-1079-000.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 287


                           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 Transmission

    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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 288



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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 289


    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                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 290

         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



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 291

         -    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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 292

         -    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

         access pulse recorders (RAPR).  All equipment 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 293

         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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 294


         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 may discontinue transmission service

         until the condition has been corrected.  Unless the system operators



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 295


         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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 296

         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 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, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 297

         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, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 298

         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.



         The Transmission Provider shall have the right, at the Transmission

         Customer's expense, to monitor the factory acceptance test, the field

         acceptance test, 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 299

         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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 300

         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 voltage at the Point(s) of Receipt

         consistent with the range of voltage scheduled by the System Operator.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 301

         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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 302

         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).



         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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 303

         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.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 304

         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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 305


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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 306

         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.



    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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 307


    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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 308



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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 309


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:


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 310



                       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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 311

    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 required by Good Utility Practice and shall be 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 312

    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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 313

    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 Designated

    Agent, all of which will be billed by the Transmission provider to the

    Transmission Customer in accordance with Paragraph 6 of this Agreement.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 314

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


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 315

    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 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 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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 316


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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 317


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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 318

    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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 319

    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: ______________________


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 320


                            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




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 321

    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:



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 322


                                          Direct   Quadrature

                                           Axis       Axis



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





NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 323


    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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 324


    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.



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 325


    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.




NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 326


                               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

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.


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 327



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



NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 328


    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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 329

    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 approval under Section 18.4 of the

    Restated NEPOOL Agreement, 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 


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                                             Original Sheet No. 330

    Provider's or its Designated Agent's 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 


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                                             Original Sheet No. 331

    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 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 that prepaid, the Transmission Provider will 


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                                             Original Sheet No. 332

    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 


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                                             Original Sheet No. 333

    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 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 


NEPOOL                              Restated Open Access Transmission Tariff
                                             Original Sheet No. 334

    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 


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                                             Original Sheet No. 335

    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:_____________________