Exhibit 10.25.14

                EIGHTY-FOURTH AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
        (INTEGRATION OF MERCHANT TRANSMISSION FACILITIES)


     THIS EIGHTY-FOURTH AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT, dated as of April 5, 2002 ("Eighty-Fourth Agreement"),
amends the New England Power Pool Agreement (the "NEPOOL
Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1,
1996 was amended and restated by the Thirty-Third Agreement
Amending the New England Power Pool Agreement dated as of
December 1, 1996 (the "Thirty-Third Agreement") in the form of
the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A
thereto, and the Thirty-Third Agreement also provided for the
NEPOOL Open Access Transmission Tariff (the "NEPOOL Tariff")
which is Attachment B to the Restated NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff
have subsequently been amended numerous times, the most recent
amendment dated as of January 18, 2002; and

     WHEREAS, the Participants desire to amend the Restated
NEPOOL Agreement and the NEPOOL Tariff, as heretofore amended, to
reflect the revisions detailed herein.

     NOW, THEREFORE, upon approval of this Eighty-Fourth
Agreement by the NEPOOL Participants Committee in accordance with
the procedures set forth in the Restated NEPOOL Agreement, the
Participants agree as follows:

                            SECTION 1
             AMENDMENTS TO RESTATED NEPOOL AGREEMENT

1.1  Addition of Definition of MTF.  The following definition is
     added to Section 1 of the Restated NEPOOL Agreement and
     inserted in the appropriate alphabetical order:

     MTF is/are the transmission facility or facilities defined
     and classified as MTF pursuant to the Tariff.

1.2  Amendment to Definition of "Facilities Study" and "System
     Impact Study".  The phrase "and/or MTF" is added immediately
     after each occurrence of the phrase "NEPOOL Transmission
     System" in the definitions of "Facilities Study" and "System
     Impact Study".

1.3  Amendment to Section 7.5(c).  Section 7.5(c) of the NEPOOL
     Agreement is amended by adding the following proviso to the
     end of subsection (c): "; provided that the Participants
     Committee shall not have authority over MTF costs or
     charges."

1.4  Amendment to Section 15.1.  The following new subsection is
     inserted immediately after Section 15.1(1)(c):

     (d) Lines and associated facilities that are classified as MTF.

1.5  Amendment to Section 16.2.  The following sentence is added
     to the end of Section 16.2:

     Participants and their Related Persons who are MTF Providers
     shall collectively provide service over the MTF through the
     System Operator to other Participants and other Eligible
     Customers pursuant to the Tariff.

1.6  Amendment to Section 17.7.  Section 17.7 of the Restated
     NEPOOL Agreement is amended by inserting the phrase "on the
     NEPOOL Transmission System" in the first sentence so that
     the first sentence reads as follows:

     Any charges for transmission service on the NEPOOL
     Transmission System pursuant to this Section 17 by any
     Participant to another Participant shall be just, reasonable
     and not unduly discriminatory or preferential.


                            SECTION 2
                 AMENDMENTS TO THE NEPOOL TARIFF

2.1  New and Modified Definitions.  The following definitions are
     added to Section 1 of the NEPOOL Tariff and inserted in the
     appropriate alphabetical order, or modified:

     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 and/or MTF in accordance
     with Good Utility Practice.

     Elective Transmission Upgrade: An addition to or
     modification of the NEPOOL Transmission System and/or MTF
     that is not:  (i) a Generator Interconnection Related
     Upgrade; (ii) a Reliability Upgrade (including a NEMA
     Upgrade, as appropriate); (iii) an Economic Upgrade
     (including a NEMA Upgrade, as appropriate); (iv) a Quick Fix
     Upgrade; or (v) initially proposed in an Elective
     Transmission Upgrade Application filed with the System
     Operator in accordance with Section 50.2 on a date after the
     addition or modification already has been otherwise
     identified in the current NEPOOL Transmission Plan (other
     than as an Elective Transmission Upgrade) in publication as
     of the date of that application.  An Elective Transmission
     Upgrade may increase transfer capability of the NEPOOL
     Transmission System and/or MTF, may increase the reliability
     or stability of the NEPOOL Transmission System and/or MTF
     above the requirements and criteria established by NERC,
     NPCC or the NEPOOL Reliability Committee, or may reduce
     Congestion Costs into Load Zones or at Nodes into or within
     the NEPOOL Control Area.

     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
     and/or MTF, including the cost and scheduled completion date
     for such modifications, that will be required to provide a
     requested transmission service or interconnection.

     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, Firm MTF Service or Firm Through or Out Service.

     Import Transaction: An energy delivery originating outside
     the NEPOOL Control Area that uses the PTF to deliver energy
     to Network Load within the NEPOOL Control Area, except for:
     (i) a delivery that uses a direct interconnection between
     the NEPOOL Control Area and the Hydro-Quebec transmission
     system that existed as of January 1, 2000; or (ii) a
     delivery that uses a direct interconnection between the
     NEPOOL Control Area and an adjacent Control Area that is a
     Merchant Transmission Facility.

     MTF:   The Merchant Transmission Facility or Facilities
     defined and classified as MTF pursuant to Schedule 18.

     MTF Provider: An entity as defined in Schedule 18.

     MTF Service:  Transmission service over MTF as provided for
     in Schedule 18.

     Non-PTF:  The transmission facilities owned by the
     Participants that do not constitute PTF or MTF.

     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 Internal Point-to-Point Service, Through or
     Out Service and MTF Service.

     Regional Network Service:  The transmission service over the
     NEPOOL Transmission System described in Part II and Part VI
     of this Tariff.

     Reserved Capacity:  The maximum amount of capacity and
     energy that is committed to the Transmission Customer for
     transmission over the NEPOOL Transmission System or MTF
     between the Point(s) of Receipt and the Point(s) of Delivery
     under Part V or Schedule 18 of this Tariff.  Reserved
     Capacity shall be expressed in terms of whole kilowatts on a
     sixty-minute interval (commencing on the clock hour) basis.

     System Impact Study:  An assessment pursuant to Part V, VI
     or VII of this Tariff of (i) the adequacy of the NEPOOL
     Transmission System and/or MTF 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.

     Through or Out Service: Point-To-Point Transmission Service
     over the NEPOOL Transmission System provided by the
     Participants with respect to a transaction that goes through
     the NEPOOL Control Area, as, for example, a single
     transaction where energy or capacity is transmitted into the
     NEPOOL Control Area from the Maine Electric Power Company
     line or New Brunswick and subsequently out of the NEPOOL
     Control Area to New York, or a single transaction where
     energy or capacity is transmitted into the NEPOOL Control
     Area from New York through one point on the PTF and
     subsequently flows over the PTF prior to passing out of the
     NEPOOL Control Area to New York, or with respect to a
     transaction which originates at a point on the PTF and flows
     over the PTF prior to passing out of the NEPOOL Control
     Area, as, for example, from Boston to New York.

     Ties:  (i)  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, (ii) the PTF
     and/or MTF lines and facilities which connect the NEPOOL
     Transmission System to the transmission system in New York
     and (iii) any new PTF and/or MTF lines and facilities which
     connect the NEPOOL Transmission System to the transmission
     system in another Control Area.

2.2  Amendment to Section 2.  The first sentence of Section 2 of
     the NEPOOL Tariff is amended to read as follows:

     This Tariff, together with the transmission provisions in
     Part Four of the Agreement, is intended to provide a
     regional arrangement which will cover uses of the NEPOOL
     Transmission System and/or MTF.

2.3  Amendment to Section 4.  The following sentence is added
     following the last sentence of the first paragraph of
     Section 4:

     Ancillary Services for MTF shall be allocated and paid for
     in accordance with Schedule 18 of the Tariff.

2.4  Amendment to Title of Part III.  The title of Part III is
     amended to read as follows:

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

2.5  Amendment to Preamble of Section III.  The preamble to Part
     III is amended to include "MTF Service" and as amended reads
     as follows:

     Point-To-Point Transmission Service as Through or Out
     Service, MTF Service or Internal Point-To-Point Service will be
     provided during and after the Transition Period pursuant to
     the applicable terms and conditions of Part III, Part V and
     Schedule 18 of the Tariff.

2.6  Addition of Section 22A.  A new Section 22A is added after
     Section 22 as follows:

     MTF Service: Schedule 18 of this Tariff shall govern MTF Service.

2.7  Amendment to Preamble of Part V.  The preamble of Part V is
     amended to read as follows:

     Firm or Non-Firm Point-To-Point Transmission 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, MTF Service
     or as Through or Out Service, pursuant to the applicable
     terms and conditions of Part III,  Part V and Schedule 18 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.   MTF Service shall be reserved on the OASIS
     separately or as a component of a single reservation in
     connection with Through or Out Service or Internal Point-to-
     Point Service.  Priority of MTF Service shall be in
     accordance with the provisions of Schedule 18 of the Tariff
     and as provided below.

2.8  Amendment to Section 27.2.  Section 27.2 of the NEPOOL
     Tariff is amended to read as follows:

     Reservation Priority:  Long-Term Firm Point-To-Point
     Transmission Service over the PTF 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 over the PTF will be conditional based
     upon the length of the requested transaction. If the NEPOOL
     Transmission System and MTF become oversubscribed,
     reservation priorities shall be established separately for
     the NEPOOL Transmission System and MTF, respectively.
     Requests for longer term service over the PTF 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
     Applications, an Eligible Customer with a reservation for
     shorter term service over the PTF 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 over
     the PTF 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 over the PTF.  After the conditional
     reservation deadline, service will commence pursuant to the
     terms of Part III of this Tariff.  Firm Point-To-Point
     Transmission Service over the PTF will have a reservation
     priority over Non-Firm Point-To-Point Transmission Service
     over the PTF  and all Long-Term Firm Point-To-Point
     Transmission Service over the PTF will have reservation
     priority equal to Native Load Customers, Network Customers
     and customers for Excepted Transactions.  Reservation
     priorities for existing firm service customers, including
     customers receiving service with respect to Excepted
     Transactions, are provided in Section 3.2.  As between or
     among oversubscribed transactions that require the use of
     both the NEPOOL Transmission System and MTF, the reservation
     priority for such competing Point-To-Point Transmission
     Service requests over the PTF shall be determined by the
     reservation priority held by the Transmission Customers over
     the MTF.

2.9  Amendment to Section 27.6.  Section 27.6 of the NEPOOL
     Tariff is amended to read as follows:

     Curtailment of Firm Transmission Service: In the event that
     a Curtailment on the NEPOOL Transmission System and/or MTF,
     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 this Section and Good Utility Practice,
     the System Operator will curtail service to Network
     Customers and Transmission Customers taking Firm Point-To-
     Point Transmission Service on a non-discriminatory basis.
     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, except for
     Curtailment of competing transactions that require the use
     of both the NEPOOL Transmission System and MTF.  As between
     or among such competing transactions, Curtailment will be
     accomplished based upon the reservation priority held by the
     competing Transmission Customers over the MTF without regard
     to the priority for those competing transactions of the
     service over the NEPOOL Transmission System to or from the
     MTF such that Point-To-Point Transmission Service for a
     Transmission Customer that holds a Firm MTF Service
     reservation has priority over Point-To-Point Transmission
     Service for a Transmission Customer that holds a Non-Firm
     MTF Service Reservation.  When the System Operator
     determines that an electrical emergency exists on the NEPOOL
     Transmission System and/or MTF 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
     and/or MTF.  The System Operator will notify all affected
     Transmission Customers in a timely manner of any scheduled
     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.

2.10 Amendment to Section 27.7.  Section 27.7(b) of the NEPOOL
     Tariff is amended to include the words "and/or MTF"
     immediately following phrase "the NEPOOL Transmission
     System."

2.11 Amendment to Section 28.2.  Section 28.2 of the NEPOOL
     Tariff is amended to read as follows:

     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 and MTF are constrained, reservation
     priorities shall be established separately for the NEPOOL
     Transmission System and MTF, respectively.  Competing
     requests of equal duration over PTF 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 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 over PTF have the right of first refusal to match
     any longer term reservation before being preempted.  A
     longer term competing request over PTF 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 over PTF.  Non-Firm Point-To-Point
     Transmission Service over PTF to secondary Point(s) of
     Receipt and Point(s) of Delivery will have the lowest
     reservation priority under this Tariff.  As between or among
     transactions that require the use of both the NEPOOL
     Transmission System and MTF, the reservation priority for
     such competing Point-To-Point Transmission Service requests
     shall be determined by the reservation priority held by the
     Transmission Customer over MTF.

2.12 Amendment to Section 28.7.  Section 28.7 of the NEPOOL
     Tariff is amended to read as follows:

     Curtailment or Interruption of Service: (a)  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 reliability of the NEPOOL Transmission
     System and/or the MTF.  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-discriminatory 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, except as
     provided in Section 28.7(b).  If multiple transactions
     require Curtailment or Interruption, to the extent
     practicable and consistent with this Section and Good
     Utility Practice, Curtailments or Interruptions will be made
     to transactions of the shortest term (e.g., hourly non-firm
     transactions will be Curtailed or Interrupted before daily
     non-firm transactions and daily non-firm transactions will
     be Curtailed or Interrupted before weekly non-firm
     transactions).  Transmission service for Network Customers
     will have a higher priority than any Non-Firm Point-To-Point
     Transmission Service under this Tariff except as provided in
     Section 28.7(b).  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 except as provided in Section 28.7(b).

     (b)  To the extent competing transactions require the use of
     both the NEPOOL Transmission System and MTF, Curtailments or
     Interruptions for such competing transactions will be
     accomplished based upon the reservation priority held for
     such transactions over the MTF, without regard to the
     priorities for those competing transactions of the service
     over the NEPOOL Transmission System to or from the MTF, such
     that Point-To-Point Transmission Service for a Transmission
     Customer that holds a Firm MTF Service reservation has
     priority over Point-To-Point Transmission Service for a
     Transmission Customer that holds a Non-Firm MTF Service
     reservation.

     (c)  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 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.

2.13 Amendment to Section 29.6.  The following sentence is added
     to the end of Section 29.6 of the NEPOOL Tariff:

     Real power losses across MTF shall be allocated in accordance with
     Schedule 18 of this Tariff.

2.14 Amendment to Insert the Phrase "and/or MTF".  The phrase
     "and/or MTF" is inserted immediately after each occurrence
     of the phrase "NEPOOL Transmission System" in the following
     Sections of the NEPOOL Tariff:  29.7, 31.2, 33.2, 33.6,
     33.7, and 35.2.

2.15 Amendment to Section 33.1 of the NEPOOL Tariff.  The first
     sentence of Section 33.1 of the NEPOOL Tariff is amended to
     insert "and/or MTF" immediately following the phrase
     "Participants whose PTF".

2.16 Amendment to Section 45.5.  The first sentence of Section
     45.5 of the NEPOOL Tariff is amended to insert the phrase
     "MTF Service" immediately following the phrase "Internal
     Point-To-Point Service".

2.17 Amendment to Section 45.6.  Section 45.6 of the NEPOOL
     Tariff is amended to include the phrase "and/or MTF"
     immediately following "NEPOOL Transmission System" and to
     include "MTF Service" immediately following "Internal Point-
     to-Point Service."

2.18 Amendment to Section 51.8.  Subsection (ii) of part (b) is
     eliminated, with numbering adjusted accordingly.  In
     addition, the following new subsection (c) is inserted
     immediately after Section 51.8(b):

     (c)  MTF shall be subject to the operational control,
          scheduling and maintenance coordination of the System
          Operator.

2.19 Amendment to Schedule 1.  Schedule 1 of the NEPOOL Tariff is
     amended to read as follows:


                           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.  Local level service is provided under the Local
     Network Service tariffs of the Participants which are 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, and by the individual Transmission Providers in
     the operation of satellite dispatch centers or otherwise, to
     provide these services.  Effective as of January 1, 1999, or
     such other date as the Commission may determine, the
     expenses incurred by the System Operator in providing these
     services are to be recovered under its Tariff for
     Transmission Dispatch and Power Administration Services,
     which has been filed in Docket No. ER98-3554-000.  A
     surcharge for the expenses incurred by Participants in the
     provision of these services for transmission service over
     the PTF 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.  Any Scheduling, System
     Control and Dispatch Service expenses for the provisions of
     these services for MTF Service shall be determined
     separately and assessed to Transmission Customers receiving
     MTF Service, in accordance with the arrangements  between
     the Transmission Customers receiving MTF Service and the MTF
     Provider.

          The expenses incurred in providing Scheduling, System
     Control and Dispatch Service for transmission service over
     the PTF for each Participant will be determined by 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.  This amended
     Schedule 1 shall be effective as of January 1, 1999, or such
     other date as the Commission may determine.  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 Participant
     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.

          Each Participant or Non-Participant which is obligated
     to pay the rate for Regional Network Service for a month
     shall pay the surcharge on the basis of the number of
     kilowatts of its Monthly Network Load (as defined in Section
     46.1) for the month.  Each Participant or Non-Participant
     which is obligated to pay the rate for Internal Point-to-
     Point Service or Through or Out Service for the applicable
     period shall pay the surcharge on the basis of the highest
     amount of its Reserved Capacity for each transaction
     scheduled as Internal Point-to-Point Service and/or Through
     or Out Service for such period.

          The revenues received under this Schedule 1 to cover
     the expenses incurred by Participants for providing
     Scheduling, System Control and Dispatch Service for
     transmission service over the PTF shall be allocated each
     month among 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.

          The details for implementation of Schedule 1 for
     transmission service over the PTF shall be established in
     accordance with a rule approved by the Regional Transmission
     Operations Committee which shall be filed with the
     Commission and considered a supplement to this Tariff.

2.20 Amendment to Schedule 12.  The first sentence of the first
     paragraph of Schedule 12 of the NEPOOL Tariff is amended to
     replace the phrase "Merchant Transmission Facilities" with
     the term "MTF" so that as amended it reads as follows:

     All costs of  MTF shall be recovered in accordance with the
     recovery mechanism for those facilities that is filed with and
     accepted by the Commission.

2.21 Addition of Schedule 18.  A new Schedule 18 is added to read
     as set forth in Appendix A.

2.22 Amendment to Attachment A.  Attachment A of the NEPOOL
     Tariff is amended to read as set out in Appendix B hereto.


                            SECTION 3
                          MISCELLANEOUS

3.1  This Eighty-Fourth Agreement shall become effective on June
     1, 2002, or on such other date as the Commission shall
     provide that the amendments reflected herein shall become
     effective.

3.2  Terms used in this Eighty-Fourth Agreement that are not
     defined herein shall have the meanings ascribed to them in
     the NEPOOL Agreement.


                                               Appendix A
                      SCHEDULE 18
                    MTF; MTF Service

     This Schedule 18 contains the main substantive provisions
  regarding the treatment of MTF and MTF Service under the Tariff.

1.    Definitions

      Capitalized terms used and defined in this Schedule 18 shall have
the meaning given them under this Schedule.  Capitalized terms used and
not defined in this Schedule 18 but defined in other provisions of the
Tariff shall have the meaning given them under those provisions.
Capitalized terms used in this Schedule 18 that are not defined in it
or elsewhere in this Tariff shall have the meanings customarily
attributed to such terms by the electric utility industry in New England.

1.1   MTF: The Cross Sound Cable high voltage, direct current Merchant
Transmission Facilities of plus or minus 150 kV and associated dc/ac
converter facilities that are directly interconnected with the 345 kV
PTF in Connecticut at the East Shore substation, and the 138kV
transmission facilities at the Shoreham substation on Long Island, New
York that were subject to the Commission order in TransEnergie U.S.,
Ltd.,  91 FERC Section 61,230 (2000) (Docket No. ER00-1-000).

1.2   MTF Provider: An owner of MTF, or a party holding rights to the
transmission capability over MTF pursuant to a Commission-approved
rights allocation process, that offers unused transmission capability
over the MTF to Eligible Customers through the System Operator and/or
NEPOOL OASIS.

1.3   MTF Service: Point-To-Point Transmission Service over MTF.

1.4   MTF Service Charge:  The charge applicable to MTF Service, which
shall be determined pursuant to arrangements between the MTF Provider
and Eligible Customers that take MTF Service, and not under this Tariff.
The charge applicable to MTF Service shall be in accordance with the
Commission's authorization for the MTF Provider to charge negotiated
rates (i.e., rates established pursuant to market mechanisms as
recognized for merchant transmission projects and not included in NEPOOL
Tariff rates) for the use of transmission capability over its MTF.

2.     Allocation of Available Transmission Capability Over MTF

2.1    Commission Approved Allocation Process: All available
transmission capability over MTF shall be allocated to the owner
of the MTF who may assign it under a Commission-approved rights
allocation process. The MTF Provider shall furnish to the System
Operator the results of the Commission-approved rights allocation
process, which shall be posted on OASIS. To the extent that transmission
capability over MTF is not fully reserved through the
Commission-approved rights allocation process, such excess transmission
capability shall be available in accordance with this Schedule 18.
In the event that the entire capability of the MTF is reserved under
the Commission-approved rights allocation process, secondary rights
to use the MTF, to the extent unused by the primary rights holders,
may be offered on the NEPOOL OASIS by MTF Providers in accordance
with a Commission-approved process for offering such rights.

3.    MTF Service

3.1   Availability of MTF Service: To the extent that transmission
capability over MTF has not been fully allocated in accordance with
Section 2 of this Schedule 18, a Participant or Non-Participant that
is an Eligible Customer (except as provided below) may reserve Firm or
Non-Firm MTF Service.   Such service shall be provided by the MTF
Provider(s) and shall be reserved pursuant to the applicable terms and
conditions of this Schedule 18.  MTF Service shall be reserved through
the System Operator separately or as a component of a single reservation
in connection with Through or Out Service or Internal Point-to-Point
Service.  MTF Service is available to any Eligible Customer unless an
MTF Provider has informed the System Operator that MTF Service shall
not be made available to such Eligible Customer due to that Customer's
failure to make necessary payments for previously assessed MTF Service
Charges or failure to meet the creditworthiness or operational
requirements posted by the MTF Provider on the NEPOOL OASIS.

3.2   Reservation of MTF Service:  A Participant or Non-Participant
that is an Eligible Customer requesting Firm or Non-Firm MTF Service
shall comply with the applicable  provisions of Part V of the Tariff.

3.3   Use of MTF Service By a Transmission Customer:  If a Transmission
Customer elects to take MTF Service it may reserve transmission
capability for such service to cover both the delivery to it over the
MTF of Energy and capacity (to the extent permitted under applicable
Market Rules) covered by the Entitlements or System Contracts
designated by it in Completed Applications and the delivery to or
from it over the MTF in Interchange Transactions of Energy and/or
capacity (to the extent permitted under applicable Market Rules).
In order to fulfill its obligations to serve load or to consummate
a transaction, a Transmission Customer which takes MTF Service must
also take service under the Tariff for use of the PTF and under any
applicable Local Network Service tariff for use of the Non-PTF.  Any
load-serving entity may use MTF Service to effect sales in bilateral
arrangements, whether or not it elects to take Point-To-Point Service
on PTF to serve its load.

4.    Payment for MTF Service

      A Transmission Customer shall pay the MTF Service Charge to the
MTF Provider if the Customer:  (i) receives Firm or Non-Firm MTF Service
based upon an allocation of transmission capability over the MTF awarded
to the Transmission Customer through a Commission-approved rights
allocation process; (ii) reserves on the OASIS transmission capability
not initially allocated in the Commission-approved rights allocation
process; or (iii) reserves on the OASIS transmission capability made
available as a result of a capability forfeiture by a rights holder for
nonuse consistent with the terms of a Commission-approved rights
allocation.  Each Participant or Non-Participant which takes Firm or
Non-Firm MTF Service shall pay the MTF Service Charge to the MTF
Provider, or its designated agent, where the Transmission Customer takes
such Firm or Non-Firm MTF Service based on secondary rights released by
the existing MTF Provider through the NEPOOL OASIS.

5.    MTF Service Reservation, Interruption and Curtailment Priorities

      The MTF Provider shall furnish to the System Operator for posting
on NEPOOL OASIS,  and the System Operator shall post on the NEPOOL
OASIS, rules setting reservation, Interruption and Curtailment
priorities for Firm and Non-Firm MTF Service.  Such rules shall be
non-discriminatory and consistent with the Commission's approval of
the rights to charge negotiated rates (i.e., rates established pursuant
to market mechanisms as recognized for merchant transmission projects
and not included in NEPOOL Tariff rates).  If an MTF Provider fails to
furnish to the System Operator such rules, reservation, Interruption
and Curtailment priorities for Firm and Non-Firm MTF Service shall be
the same as those established under the Tariff for Firm and Non-Firm
Point-To-Point Transmission Service over the PTF.  The reservation
priority for Long-Term Firm Transmission Service and Short-Term Firm
Transmission Service based upon an award of transmission capability
of MTF pursuant to a Commission-approved rights allocation process
shall be the date of the issuance of such award.

      When the System Operator determines that an electrical emergency
exists on the NEPOOL Transmission System and/or MTF and implements
emergency procedures to effect a Curtailment of MTF Service, the
Transmission Customer shall make the required reductions upon the
System Operator's request.  The System Operator reserves the right to
effect a Curtailment, in whole or in part, of any MTF 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 and/or MTF.  The System
Operator will notify all affected Transmission Customers in a timely
manner of any scheduled Curtailments.  In the event the System Operator
exercises its right to effect a Curtailment, in whole or part, of Firm
MTF Service, no credit or other adjustment shall be provided as a result
of the Curtailment with respect to the charge payable by the Customer,
unless provided for by the MTF Provider under arrangements between the
MTF Provider and the Transmission Customer.  To the extent not
otherwise provided for in this Section 5, Curtailments or Interruptions
of MTF Service shall be in accordance with Sections 27.6 and 28.7 of the
Tariff.

6.    Real Power Losses

      Real power losses across MTF shall be allocated solely to
Transmission Customers that use MTF.  Such allocation shall be pursuant
to arrangements between the MTF Providers and the Transmission Customers.

7.    No Obligation to Build

      MTF Provider status under the Tariff shall not impose an obligation
to build transmission facilities on the MTF Provider.  The offering of
MTF Service under the Tariff shall not impose an obligation to build
transmission facilities on the Participants, Transmission Owners or
System Operator.

8.    No Effect on Rates; No Allocation of Revenues

      MTF and MTF Service shall not affect rates for service on the
NEPOOL Transmission System under the Tariff and MTF Providers shall not
be allocated any revenues collected under the Tariff for such service.

9.    Ancillary Services

      The System Operator shall determine what Ancillary Services are
required, and the extent to which they are required, for transmission
service over MTF.  The cost of any Ancillary Services provided in
connection with such service over MTF shall be assessed to the MTF
Provider, which may pass such costs on to Transmission Customers
taking MTF Service in accordance with the particular arrangements
between the MTF Provider and the MTF Transmission Customers



                                                  APPENDIX B

                         ATTACHMENT A

               Form of Service Agreement for
                     MTF Service and/or
                 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 and MTF Providers
      (as applicable for MTF Service), 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.

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 and MTF Provider (as applicable for MTF Service)
      agree to provide through the System Operator, 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 Participants and MTF owners:

       c/o ISO New England Inc.
       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 Participants and/or MTF Provider:

       By [System Operator]

       By:
              Name                  Title           Date


       Transmission Customer:

       By:
              Name                  Title           Date



           Specifications For MTF Service and/or 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:_____________________________________

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:
      __________________________________________________________
      __________________________________________________________

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]:
      __________________________________________________
      __________________________________________________

8.4   Special Condition:  MTF Service shall also be provided in
      accordance with the terms and conditions of the contract between
      the MTF Provider and the Eligible Customer as attached hereto.