Exhibit 10.37
As approved and adopted by subsidiaries of Northeast Utilities on June 9, 
1997 and modified effective January 13, 1998 pursuant to action of the Board 
of Trustees on January 13, 1998 and approved by subsidiaries of Northeast 
Utilities on July 15, 1998.  

SPECIAL SEVERANCE PROGRAM
FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES

I. Purpose

	The purpose of this Special Severance Program for Officers of Northeast 
Utilities System Companies (the "Program") is to provide certain executives 
with severance payments and benefits in the event of "Termination upon a 
Change of Control", as hereinafter defined.  The Program is not intended to 
meet the qualification requirements of Section 401 of the Code or to be an 
"employee pension benefit plan" as defined in ERISA.  The Program is not 
intended to affect eligibility for or payment of any other compensation or 
benefits in accordance with the terms of any applicable plans or programs of 
the Company.

II. Definitions

	When used herein with initial capital letters, each of the following 
terms shall have the corresponding meaning set forth below unless a different 
meaning is plainly required by the context in which the term is used:

	"Administrator" shall mean the Senior Vice President and Chief 
Administrative Officer of NUSCO.

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

	"Base Compensation" for any Participant shall mean the Participant's 
annualized base rate of salary plus all short-term incentive compensation at 
the target level for the Participant specified under compensation programs 
established by the Company for its officers generally, received by the 
Participant in all capacities with the Company, as would be reported for 
federal income tax purposes on Form W-2, together with any and all salary 
reduction authorized amounts under any of the Company's benefit plans or 
programs, for the most recent full calendar year immediately preceding the 
calendar year in which occurs Participant's Termination Date or preceding the 
Change of Control, if higher.  "Base Compensation" shall not include the 
value of any stock options, stock appreciation rights, restricted stock, or 
restricted stock units granted to Participant by the Company.

	"Board" shall mean the Board of Trustees of Northeast Utilities.

	"Cause" with respect to the Termination of Employment of a Participant 
shall mean (i) the Participant's conviction of a felony, (ii) in the 
reasonable determination of the Board, the Participant's (x) commission of an 
act of fraud, embezzlement, or theft in connection with Participant's duties 
in the course of Participant's employment with the Company, (y) acts or 
omissions causing intentional, wrongful damage to the property of the Company 
or intentional and wrongful disclosure of Confidential Information, or (z) 
engaging in gross misconduct or gross negligence in the course of the 
Participant's employment with the Company, or (iii) the Participant's 
material breach of his or her obligations under any written agreement with 
the Company if such breach shall not have been remedied within 30 days after 
receiving written notice from the Administrator specifying the details 
thereof.  For purposes of this Program, an act or omission on the part of a 
Participant shall be deemed "intentional" only if it was not due primarily to 
an error in judgment or negligence and was done by Participant not in good 
faith and without reasonable belief that the act or omission was in the best 
interest of the Company.

	"Change of Control" shall mean the happening of any of the following:

	(i)	Any "person," as such term is used in Sections 13(d) and 14(d) of 
the Exchange Act, other than Northeast Utilities, its Affiliates, or any 
Company employee benefit plan (including any trustee of such plan acting as 
trustee), is or becomes the "beneficial owner" (as defined in Rule 13d-3 
under the Exchange Act), directly or indirectly, of securities of Northeast 
Utilities representing more than 20% of the combined voting power of either 
(i) the Outstanding Common Shares or (ii) the Voting Securities; or

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

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

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

	"Code" shall mean the Internal Revenue Code of 1986, as amended.

	"Committee" shall mean the Committee on Organization, Compensation and 
Board Affairs that has been established by the Board, or any subsequent 
committee of the Board that has primary responsibility for compensation 
policies. In the absence of such a committee, "Committee" shall mean the 
Board or any committee of the Board designated by the Board to perform the 
functions of the Committee under the Program.

	"Company" includes, individually and/or collectively as the context 
requires, Northeast Utilities, NUSCO, and all other entities that have 
approved and adopted this Program pursuant to Article VII, whether or not an 
individual such entity directly compensates the Participant or the 
Participant appears on the payroll of such entity.

	"Disability" shall mean the inability of a Participant substantially to 
perform his or her duties and responsibilities to the full extent required by 
the Board, by reason of illness, injury or incapacity for six consecutive 
months, or for more than six months in the aggregate during any period of 
twelve calendar months.

	"ERISA" shall mean the Employee Retirement Income Security Act of 1974, 
as amended.

	"Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended.

	"Notice of Termination" means a written notice given in accordance with 
Section 3(d)  which (i) indicates the specific termination provision in this 
Program relied upon, (ii) briefly summarizes the facts and circumstances 
deemed to provide a basis for a Termination of Employment and the applicable 
provision hereof, and (iii) if the Termination Date is other than the date of 
receipt of such notice, specifies the Termination Date (which date shall not 
be more than 15 days after the giving of such notice).

	"NUSCO" shall mean Northeast Utilities Service Company, its successors 
and assigns.

	"Outstanding Common Shares" at any time shall mean the then outstanding 
common shares of Northeast Utilities.

	 "Participant" at any time shall mean each person then holding the 
office of vice president or higher level of the Company, not including 
assistant officers, who (a) has signed a non-competition agreement with the 
Company in the form of Annex 1 hereto or in such form as has been approved by 
the Administrator for this purpose from time to time, and (b) is not a party 
to a then effective separate written agreement with the Company which has 
been adopted by the Board and expressly provides benefits following a change 
of control of Northeast Utilities (unless such agreement expressly provides 
for participation in this Program).

	"Termination Date" with respect to any Participant shall mean the date 
of any action by the Company constituting a Termination upon a Change of 
Control of such Participant.

	"Termination of Employment" of a Participant shall mean the termination 
of the Participant's actual employment relationship with the Company 
occasioned by the Company's action.

	"Termination upon a Change of Control" of a Participant shall mean a 
Termination of Employment upon or within two years after a Change of Control 
either (i) initiated by the Company for any reason other than (w) Disability, 
(x) death, (y) retirement on or after attaining age 65, or (z) Cause, or (ii) 
initiated by the Participant (A) upon any significant reduction by the 
Company of the authority, duties or responsibilities of Participant, any 
reduction of the Participant's compensation or benefits other than a 
reduction applicable to all employees generally, or the assignment to 
Participant of duties which are materially inconsistent with the duties of 
Participant's position with the Company, or (B) if Participant is 
transferred, without Participant's written consent, to a location that is 
more than 50 miles from Participant's principal place of business immediately 
preceding the Change of Control.
	
	"Voting Securities" at any time shall mean the then outstanding voting 
securities of Northeast Utilities entitled to vote generally in the election 
of trustees of Northeast Utilities.


III. Benefits

	(a)	Benefits Following Termination Upon a Change of Control.  So long 
as a Participant executes a written release substantially in the form of 
Annex 2 hereto, upon such Participant's Termination upon a Change of Control, 
(i) the Company will pay to Participant, in a single cash payment within 30 
days after the later of the Termination Date and the date the Participant 
executes such release, an amount equal to two times the Participant's Base 
Compensation, (ii) each of the Participant, his or her eligible spouse and 
dependents shall be eligible for a continuation of all employee health plan 
benefits as then in effect for such persons, as if the Participant had 
remained actively employed by the Company, such benefits to continue until 
the earlier of two years following the Termination Date or the date such 
person has coverage through another group health plan or plans and to count 
as "continuation coverage" pursuant to the requirements of Section 4980B of 
the Code, and (iii) on such Participant's Termination Date, all performance 
share units, stock options or restricted shares previously granted to the 
Participant, to the extent not already vested prior to the Termination Date, 
shall be fully vested and exercisable or paid as if the Participant had 
remained actively employed by the Company, including the right of exercise, 
where appropriate, within 36 months after the Termination Date; provided, 
however, that the performance share units shall be paid as if the Company had 
met all performance targets during the applicable performance period.  

	(b)	Certain Reduction of Payments.

		(i)	Anything in this Program to the contrary notwithstanding, in 
the event that it shall be determined that any payment or distribution by the 
Company to or for the benefit of a Participant,  whether paid or payable or 
distributed or distributable pursuant to the terms of this Program or 
otherwise (the "Payment"), would constitute an "excess parachute payment" 
within the meaning of Section 280G of the Internal Revenue Code of 1986, as 
amended (the "Code"),  and that such Participant would receive a greater net 
amount if the Payment to Participant were reduced to avoid the taxation of 
excess parachute payments under Section 4999 of the Code, the aggregate 
present value of amounts payable or distributable to or for the benefit of 
Participant pursuant to this Program (such payments or distributions pursuant 
to this Program are hereinafter referred to as "Program Payments") shall be 
reduced (but not below zero) to the Reduced Amount.  The "Reduced Amount" 
shall be an amount expressed in present value which maximizes the aggregate 
present value of Program Payments without causing any Payment to be subject 
to the taxation under Section 4999 of the Code.  For purposes of this Section 
3(b), present value shall be determined in accordance with Section 280G(d)(4) 
of the Code.

		(ii)	All determinations to be made under this Section 3(b) shall be 
made by the Company's independent public accountant immediately prior to the 
Change of Control (the "Accounting Firm"), which firm shall provide its 
determinations and any supporting calculations both to the Company and the 
affected Participant within 10 days of the Termination Date of such 
Participant.  Any such determination by the Accounting Firm shall be binding 
upon the Company and the Participant; provided, however, that Participant 
shall, in his or her sole discretion, determine whether, which and how much 
of the Program Payments shall be eliminated or reduced consistent with the 
requirements of this Section 3(b).  Within five days after the Participant's 
determination, the Company shall pay (or cause to be paid) or distribute (or 
cause to be distributed) to or for the benefit of the Participant such 
amounts as are then due to the Participant under this Program.  

		(iii)	As a result of the uncertainty in the application of 
Section 280G of the Code at the time of the initial determination by the 
Accounting Firm hereunder, it is possible that Program Payments will have 
been made by the Company which should not have been made ("Overpayment") or 
that additional Program Payments which have not been made by the Company 
could have been made ("Underpayment"), in each case, consistent with the 
calculations required to be made hereunder.  Within two years after the 
Termination of Employment of any Participant, the Accounting Firm shall 
review the determination made by it pursuant to Section 3(b)(ii).  In the 
event that the Accounting Firm determines that an Overpayment has been made, 
any such Overpayment shall be treated for all purposes as a loan to the 
Participant which the Participant shall repay to the Company together with 
interest at the applicable Federal rate provided for in Section 7872(f)(2) of 
the Code (the "Federal Rate"); provided, however, that no amount shall be 
payable by the Participant to the Company if and to the extent such payment 
would not increase the net amount which is payable to the Participant after 
taking into account the provisions of Section 4999 of the Code.  In the event 
that the Accounting Firm determines that an Underpayment has occurred, any 
such Underpayment shall be promptly paid by the Company to or for the benefit 
of the Participant together with interest at the Federal Rate.

		(iv)	All of the fees and expenses of the Accounting Firm in 
performing the determinations referred to in subsections 3(b)(ii) and 
3(b)(iii) above shall be borne solely by the Company.  The Company agrees to 
indemnify and hold harmless the Accounting Firm of and from any and all 
claims, damages and expenses resulting from or relating to its determinations 
pursuant to subsections 3(b)(ii) and 3(b)(iii) above, except for claims, 
damages or expenses resulting from the gross negligence or wilful misconduct 
of the Accounting Firm.

	(b)	Vesting.  A Participant shall be vested and shall have a 
nonforfeitable right with respect to the benefits to be provided hereunder 
from and after the Termination Date.  The respective rights and obligations 
of the Company and the Participant under this Program shall survive any 
termination of Participant's employment to the extent necessary to the 
intended preservation of such rights and obligations.

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

	(d)	Notice of Termination.  No Termination upon a Change of Control 
shall be effective unless accompanied or preceded by a Notice of Termination. 

IV. Funding

Benefits payable under this Program shall be unfunded, as that term is used 
in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(a)(6) of ERISA, with 
respect to unfunded plans maintained primarily for the purpose of providing 
deferred compensation to a select group of management or highly compensated 
employees, and the Administrator shall administer this Program in a manner 
that will ensure that benefits are unfunded and that Participants will not be 
considered to have received a taxable economic benefit prior to the time at 
which benefits are actually payable hereunder. Accordingly, the Company shall 
not be required to segregate or earmark any of its assets for the benefit of 
Participants or their spouses or other beneficiaries, and each such person 
shall have only a contractual right against the Company for benefits 
hereunder. The Company may from time to time establish a trust and deposit 
with the trustee thereof funds to be held in trust for the payment of 
benefits hereunder; provided, that the use of such funds for such purpose 
shall be subject to the claims of the Company's general creditors as set 
forth in the agreement establishing any such trust. The rights and interests 
of a Participant under this Program shall not be subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge or encumbrance 
by a Participant or any person claiming under or through a Participant, nor 
shall they be subject to the debts, contracts, liabilities or torts of a 
Participant or anyone else prior to payment. The Treasurer of NUSCO may from 
time to time appoint an investment manager or managers for the funds held in 
any such trust.

V. Administration

The Program shall be operated under the direction of the Committee and 
administered by the Administrator. The calculation of all benefits payable 
under the Program shall be performed by the Administrator, subject to the 
review of the Committee.

VI. Claims Procedure

All claims for benefits under this Program shall be determined under the 
claims procedure in effect under the Northeast Utilities Service Company 
Retirement Plan on the date that such claims are submitted, except that the 
Administrator shall make initial determinations with respect to claims 
hereunder and the Committee shall decide appeals of such determinations.  In 
the event that any dispute under the provisions of this Program is not 
resolved to the satisfaction of the affected Participant, other than a 
dispute in which the primary relief sought is an equitable remedy such as an 
injunction, the parties shall be required to have the dispute, controversy or 
claim settled by arbitration in the City of Hartford, Connecticut in 
accordance with National Rules for the Resolution of Employment Disputes then 
in effect of the American Arbitration Association, before a panel of three 
arbitrators, two of whom shall be selected by the Company and the affected 
Participant, respectively, and the third of whom shall be selected by the 
other two arbitrators.  Any award entered by the arbitrators shall be final, 
binding and nonappealable (except as provided in Section 52-418 of the 
Connecticut General Statutes) and judgment may be entered thereon by either 
party in accordance with applicable law in any court of competent 
jurisdiction.  This arbitration provision shall be specifically enforceable.  
The arbitrators shall have no authority to modify any provision of this 
Program or to award a remedy for a dispute involving this Program other than 
a benefit specifically provided under or by virtue of the Program.  If a 
Participant prevails on any material issue which is the subject of any such 
arbitration or lawsuit, the Company shall be responsible for all of the fees 
of the American Arbitration Association and the arbitrators and any expenses 
relating to the conduct of the arbitration (including the Company's and the 
Participant's reasonable attorneys' fees and expenses).  Otherwise, each 
party shall be responsible for its own expenses relating to the conduct of 
the arbitration (including reasonable attorneys' fees and expenses) and shall 
share the fees of the American Arbitration Association.

VII. Adoption by Company: Obligations of Company.

	(a)	At the earliest feasible time or times, Northeast Utilities shall 
cause each entity in which it now or hereafter holds, directly or indirectly, 
more than a 50 percent voting interest to approve and adopt this Program and, 
by such approval and adoption, to be bound by the terms hereof.

	(b)	Benefits under this Program shall, in the first instance, be paid 
and satisfied by NUSCO. If NUSCO shall be dissolved or for any other reason 
shall fail to pay and satisfy such benefits, each individual entity referred 
to in (a) above shall pay and satisfy its share of such benefits, such share 
to be the ratio of the Participant's Base Compensation charged to such entity 
during the three calendar years immediately preceding the Participant's 
Termination Upon a Change of Control to the total of the Participant's Base 
Compensation charged to all such entities during the same period.

	(c)	 The Declaration of Trust of Northeast Utilities provides that no 
shareholder of Northeast Utilities shall be held to any liability whatever 
for the payment of any sum of money, or for damages or otherwise under any 
contract, obligation or undertaking made, entered into or issued by the 
trustees of Northeast Utilities or by any officer, agent or representative 
elected or appointed by the trustees and no such contract, obligation or 
undertaking shall be enforceable against the trustees or any of them in their 
or his individual capacities or capacity and all such contracts, obligations 
and undertakings shall be enforceable only against the trustees as such and 
every person, firm, association, trust and corporation having any claim or 
demand arising out of any such contract, obligation or undertaking shall look 
only to the trust estate for the payment or satisfaction thereof. Any 
liability for benefits under this Program incurred by Northeast Utilities 
shall be subject to the foregoing provisions of this Section 7 (c).

VIII. Miscellaneous

	(a)	 Amendment or Termination. Prior to the occurrence of a Change of 
Control, the Board may amend or discontinue this Program at any time, on at 
least two (2) years prior written notice to each Participant of the Board's 
intention to do so and specifying the changes to be made.  Upon and following 
a Change of Control, this Program may not be amended or terminated in any way 
that would eliminate or reduce the payments and benefits owing to 
Participants under the Program. 

	(b)	 Headings. Headings are included in the Program for convenience 
only and are not substantive provisions of the Program.

	(c)	Applicable Law. The interpretation of the provisions and the 
administration of the Program shall be governed by the laws of the State of 
Connecticut without giving effect to any conflict of laws provisions, and to 
the extent applicable, the United States of America.

	(d)	Mitigation.  No Participant shall be required to mitigate the 
amount of any payment or benefit provided for in this Program by seeking 
other employment or otherwise and there shall be no offset against amounts 
due any Participant under this Program on account of any remuneration 
attributable to any subsequent employment that  may be obtained.	

	(e)	Notices.  All notices and other communications required or 
permitted under this Program or necessary or convenient in connection 
herewith shall be in writing and shall be deemed to have been given when hand 
delivered or mailed by registered or certified mail to the last known address 
of the Company or the Participant, as the case may be, reflected upon Company 
records.  Notices to the Company shall be addressed to: 

		Northeast Utilities Service Company
		P.O. Box 270
		Hartford, CT 06141-0270
		Attention: Senior Vice President and Chief Administrative Officer

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

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

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

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

	(j)	Withholding.  The Company may withhold from any payments under this 
Program all federal, state and local taxes as the Company is required to 
withhold pursuant to any law or governmental rule or regulation.  Each 
Participant shall bear all expense of, and be solely responsible for, all 
federal, state and local taxes due with respect to any payment received under 
this Program.
 .
	(k)	Establishment of Trust.  The Company may establish an irrevocable 
trust fund pursuant to a trust agreement to hold assets to satisfy any of its 
obligations under this Program.  Funding of such trust fund shall be subject 
to the Board's discretion, as set forth in the agreement pursuant to which 
the fund will be established.