Exhibit 10.16


                              NSTAR

        Amended and Restated Change in Control Agreement



     AGREEMENT, made this 29th day of April, 2002, by and between
Timothy R. Manning ("Executive") and NSTAR (the "Company").

                           WITNESSETH

     WHEREAS, the Board of Trustees of the Company (the "Board")
has determined that it is in the best interests of the Company
and its shareholders for the Company to agree to provide benefits
under the circumstances described below to Executive and other
executives who are responsible for the policy-making functions of
the Company and/or one or more of its subsidiaries and the
overall viability of the business of the Company and its
subsidiaries; and

     WHEREAS, the Board recognizes that the possibility of a
Change in Control of the Company is unsettling to such executives
and desires to make arrangements at this time to help assure
their continuing dedication to their duties to the Company and
its shareholders, notwithstanding any attempts by outside parties
to gain control of the Company; and

     WHEREAS, the Board believes it important, should the Company
receive proposals from outside parties, to enable such
executives, without being distracted by the uncertainties of
their own employment situation, to perform their regular duties,
and where appropriate to assess such proposals and advise the
Board as to the best interests of the Company and its
shareholders and to take such other action regarding such
proposals as the Board determines to be appropriate; and

      WHEREAS, the Board also desires to demonstrate to the
executives that the Company is concerned with their welfare and
intends to provide that loyal executives are treated fairly; and

     WHEREAS, the Board wishes to assure that executives of the
Company receive fair and competitive severance benefits and
receive fair severance should any of their employment with the
Company or its subsidiaries terminate in specified circumstances
following a Change in Control of the Company and to assure the
executives of other benefits upon a Change in Control.

     NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto agree as
follows:

     1.  In the event that any individual, corporation,
partnership, company, or other entity ("Person"), which term
shall include a "group" (within the meaning of section 13(d) of
the Securities Exchange Act of 1934 (the "Act")), begins a tender
or exchange offer, circulates a proxy to the Company's
shareholders, or takes other steps to effect a "Change in
Control" (as defined in Exhibit A attached hereto and made a part
hereof), Executive agrees that he will not voluntarily leave the
employ of the Company and will render the services contemplated
in the recitals to this Agreement until such Person has
terminated the efforts to effect a Change in Control or until a
Change in Control has occurred.

<TABLE>
<CAPTION>
     2.  If, within  36 months following a Change in Control (the
"Post Change in Control Period") Executive's employment with the
Company or one of the Company's subsidiaries is terminated by the
Company for any reason other than for "Cause" or "Disability" (as
defined in paragraph 4 below), or as a result of Executive's
death, or Executive terminates such employment for Good Reason
(as defined in paragraph 5 below):
        <S>    <C>
         (a)    the Company will pay to Executive within 30
                days of such termination of employment a lump
                sum cash payment equal to the sum of (i) the
                Executive's annual base salary ("Annual Base
                Salary") through the date of such termination
                of employment to the extent not theretofore
                paid, (ii) a prorated portion of the target
                award payable under the Company's Executive
                Annual Incentive Compensation Plan, or any
                comparable or successor plan (the "Annual
                Plan") determined by calculating the product
                of (A) the target bonus award payable for the
                fiscal year in which the date of termination
                occurs under the Annual Plan, times (B) a
                fraction, the numerator of which is the number
                of days in the current fiscal year through the
                date of termination of employment, and the
                denominator of which is 365, (iii) a prorated
                portion of the target award payable under any
                long-term performance or incentive plan (the
                "Long-Term Plan") for the performance period
                ending on the last day of the fiscal year
                during which the date of termination of
                employment occurs determined by calculating
                the product of (A) the target award payable
                for such performance period and (B) a
                fraction, the numerator of which is the number
                of days in the current performance period
                through the date of termination, and the
                denominator of which is the actual number of
                days in the performance period (provided that
                if any awards are expressed in shares of
                common stock rather than cash, the Company
                will pay the cash equivalent of such awards
                based on the closing price per share as
                reported in the Wall Street Journal (Eastern
                Edition) New York Stock Exchange Composite
                Transactions determined on the date prior to
                the date of the Change in Control or the
                average per share price for the 10 trading
                days preceding the date of the Change in
                Control (whichever is higher)) and (iv) any
                compensation for the fiscal year in which the
                date of termination occurs previously deferred
                by the Executive (together with any accrued
                interest or earnings thereon) and any accrued
                vacation pay, in each case to the extent not
                theretofore paid; and

         (b)    any stock, stock option or cash awards granted
                to the Executive by the Company that would
                have become vested upon continued employment
                by the Executive shall immediately vest in
                full notwithstanding any provision to the
                contrary of such grant and shall remain
                exercisable until the earlier of the fifth
                anniversary of such termination and the latest
                date on which such grant could have been
                exercised; and

         (c)    the Company will pay to Executive within 30
                days of such termination of employment a lump
                sum cash payment equal to three times:  (A)
                the amount of the Executive's Annual Base
                Salary at the rate in effect immediately prior
                to the date of termination or at the rate in
                effect immediately prior to the Change in
                Control, whichever is higher, and (B) the
                amount of the actual bonus paid to the
                Executive under the Annual Plan and the Long-
                Term Plan for the most recently completed
                fiscal year ended before the Change in
                Control, or the target bonus payable under the
                Annual Plan and Long-Term Plan for the fiscal
                year during which the termination of
                employment occurs, whichever is higher
                (provided that if any awards are expressed in
                shares of common stock rather than cash, the
                Company will pay the cash equivalent of such
                awards based on the closing price per share as
                reported in the Wall Street Journal (Eastern
                Edition) New York Stock Exchange Composite
                Transactions determined on the date prior to
                the date of the Change in Control or the
                average per share price for the 10 trading
                days preceding the date of the Change in
                Control (whichever is higher)); and

         (d)    the Company will pay to the Executive within
                30 days of such termination of employment a
                lump-sum cash payment equal to the full
                balance standing to his credit with the
                Company under any and all deferred
                compensation plans or arrangements and the
                lump-sum actuarial equivalent of the
                Executive's accrued benefit under any
                supplemental retirement plan or arrangement (a
                "SERP") in which the Executive participates
                (the sum of the amounts described in
                subsections (a) and (d) shall be hereinafter
                referred to as the "Accrued Obligations"),
                which payments shall be in lieu of any amounts
                otherwise payable to Executive under any such
                plans; and

         (e)    an amount equal to the excess of (i) the lump
                sum actuarial equivalent of the accrued
                benefit under (a) the Company's qualified
                defined benefit pension plan (the "Pension
                Plan") (utilizing actuarial assumptions no
                less favorable to the Executive than those in
                effect under the Pension Plan immediately
                prior to the date of the Change in Control),
                and (b) any SERP which the Executive would
                receive if the Executive's employment
                continued for three years after the date of
                termination assuming for these purposes that
                all accrued benefits are fully vested, and
                further assuming that the Executive's annual
                compensation for purposes of determining
                benefits under the Pension Plan and SERP
                ("Covered Compensation") in each of the three
                years is at least equal to the higher of
                Executive's annual rate of Covered
                Compensation for the most recently completed
                fiscal year ending prior to the date of the
                Change in Control or the year in which the
                Change in Control occurs, over (ii) the lump
                sum actuarial equivalent of the Executive's
                actual accrued benefit (paid or payable), if
                any, under the Pension Plan and the SERP
                (including SERP payments made under
                subparagraph (d) above) as of the date of
                termination; and

         (f)    Executive, together with his dependents, will
                continue following such termination of
                employment to participate fully at the
                Company's expense in all welfare benefit
                plans, programs, practices and policies,
                including without limitation, life, medical,
                disability, dental, accidental death and
                travel insurance plans, maintained or
                sponsored by the Company immediately prior to
                the Change in Control, or receive
                substantially the equivalent coverage (or the
                full value of the cost of such coverage in
                cash) from the Company, until the longer of
                the third anniversary of such termination or
                any longer period as may be provided by the
                terms of the appropriate plan, program,
                practice or policy, provided, however, that if
                the Executive becomes reemployed with another
                employer and is eligible to receive medical or
                other welfare benefits under another employer-
                provided plan, the medical and other welfare
                benefits described herein shall be secondary
                to those provided under such other plan during
                such applicable period of eligibility.  For
                purposes of determining eligibility (but not
                the time of commencement of benefits) of the
                Executive for any retiree benefits pursuant to
                such plans, practices, programs and policies,
                the Executive shall be considered to have
                remained employed until  three years after the
                date of termination and to have retired on the
                last day of such period; and

         (g)    to the extent not theretofore paid or provided
                for, the Company shall timely pay or provide
                to the Executive any other amounts or benefits
                required to be paid or provided or which the
                Executive is eligible to receive under any
                plan, program, policy, practice, contract or
                agreement of the Company ("Other Benefits");
                and

         (h)    the Company will promptly reimburse Executive
                for any and all legal fees and expenses
                (including, without limitation, stenographer
                fees, printing costs, etc.) incurred by him as
                a result of such termination of employment,
                including without limitation all fees and
                expenses incurred to enforce the provisions of
                this Agreement or contesting or disputing that
                the termination of his employment is for Cause
                or other than for Good Reason (regardless of
                the outcome thereof).

</TABLE>
     Notwithstanding anything herein to the contrary, to the
extent that any payment or benefit provided for herein is
required to be paid or vested at any earlier date under the terms
of any plan, agreement or arrangement, such plan, agreement or
arrangement shall control.
<TABLE>
<CAPTION>
     3.  Death, Disability, Cause, Other Than For Good Reason.
         <S>   <C>
         (a)    Death.  If the Executive's employment shall
                terminate during the Post Change in Control
                Period by reason of the Executive's death,
                this Agreement shall terminate without further
                obligations to the Executive's legal
                representatives under this Agreement, other
                than for payment of Accrued Obligations and
                the timely payment or provision of Other
                Benefits.  Accrued Obligations shall be paid
                to the Executive's estate or beneficiary, as
                applicable, in a lump sum in cash within 30
                days of death.

         (b)    Disability.  If the Executive's employment is
                terminated during the Post Change in Control
                Period by reason of the Executive's
                Disability, this Agreement shall terminate
                without further obligations to the Executive
                other than for payment of Accrued Obligations
                and the timely payment or provision of Other
                Benefits.  Accrued Obligations shall be paid
                to the Executive in a lump sum in cash within
                30 days of the date of termination of
                employment.  For purposes of this Agreement,
                "Disability" shall mean the absence of the
                Executive from the Executive's duties with the
                Company on a full-time basis for 180
                consecutive business days as a result of
                incapacity due to mental or physical illness
                which is determined to be total and permanent
                by a physician selected by the Company or its
                insurers and acceptable to the Executive or
                the Executive's legal representative.  If the
                Company determines in good faith that the
                Disability of the Executive has occurred
                during the Post Change in Control Period, it
                may give the Executive written notice of its
                intention to terminate the Executive's
                employment.  In such event, the Executive's
                employment with the Company shall terminate
                effective on the 30th day after receipt of
                such notice by the Executive, provided that,
                within the 30 days of such receipt, the
                Executive shall not have returned to full-time
                performance of the Executive's duties.

         (c)    Cause.  If the Executive's employment shall be
                terminated for Cause (as defined in Section 4
                below) during the Post Change in Control
                Period, this Agreement shall terminate without
                further obligations to the Executive other
                than the obligation to pay the Executive (A)
                his Annual Base Salary through the date of
                termination, (B) the amount of any
                compensation previously deferred by the
                Executive, and (C) Other Benefits, in each
                case to the extent theretofore unpaid.  If the
                Executive voluntarily terminates employment
                during the Post Change in Control Period,
                excluding a termination for Good Reason, this
                Agreement shall terminate without further
                obligations to the Executive other than for
                Accrued Obligations and the timely payment or
                provisions of Other Benefits.
</TABLE>
     In such case, all Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 30 days of the date of the
termination of employment.

     4.  "Cause" means only:  (a) commission of a felony or gross
neglect of duty by the Executive which is intended to result in
substantial personal enrichment of the Executive at the expense
of the Company, (b) conviction of a crime involving moral
turpitude, or (c) willful failure by the Executive of his duties
to the Company which failure is deliberate on the Executive's
part, results in material injury to the Company, and continues
for more than 30 days after written notice given to the Executive
pursuant to a two-thirds vote of all of the members of the Board
at a meeting called and held for such purpose (after reasonable
notice to Executive) and at which meeting the Executive and his
counsel were given an opportunity to be heard, such vote to set
forth in reasonable detail the nature of the failure.  For
purposes of this definition of Cause, no act or omission shall be
considered to have been "willful" unless it was not in good faith
and the Executive had knowledge at the time that the act or
omission was not in the best interest of the Company.  Any act,
or failure to act, based on authority given pursuant to a
resolution duly adopted by the Board or upon the instructions of
the Chief Executive Officer or another senior officer of the
Company or based on the advice of counsel of the Company shall be
conclusively presumed to be done, or omitted to be done, by the
Executive in good faith and in the best interest of the Company.
<TABLE>
<CAPTION>
     5.  Executive shall be deemed to have voluntarily terminated
his employment for Good Reason if the Executive leaves the employ
of the Company for any reason following:
         <S>   <C>
         (a)    The assignment to the Executive of any duties
                inconsistent in any respect with the
                Executive's position (including status,
                offices, titles and reporting requirements),
                authority, duties or responsibilities
                immediately prior to the Change in Control; or
                any other action by the Company which results
                in a diminution in such position, authority,
                duties or responsibilities, excluding for this
                purpose an isolated, insubstantial and
                inadvertent action not taken in bad faith and
                which is remedied by the Company promptly
                after receipt of notice thereof given by the
                Executive; or

         (b)    Any reduction in the Executive's rate of
                Annual Base Salary for any fiscal year to less
                than 100% of the rate of Annual Base Salary
                paid to him in the completed fiscal year
                immediately preceding the Change in Control,
                or reduction in Executive's total cash and
                stock compensation opportunities, including
                salary and incentives, for any fiscal year to
                less than 100% of the total cash and stock
                compensation opportunities made available to
                him in the completed fiscal year immediately
                preceding the Change in Control (for this
                purpose, such opportunities shall be deemed
                reduced if the objective standards by which
                the Executive's incentive compensation
                measured become more stringent or the amount
                of such compensation is materially reduced on
                a discretionary basis from the amount that
                would be payable solely by reference to the
                objective standards); or

         (c)    Failure of the Company to continue in effect
                any retirement, life, medical, dental,
                disability, accidental death or travel
                insurance plan, in which Executive was
                participating immediately prior to the Change
                in Control unless the Company provides
                Executive with a plan or plans that provide
                substantially similar benefits, or the taking
                of any action by the Company that would
                adversely effect Executive's participation in
                or materially reduce Executive's benefits
                under any of such plans or deprive Executive
                of any material fringe benefit enjoyed by
                Executive immediately prior to the Change in
                Control other than an isolated, insubstantial
                and inadvertent failure not occurring in bad
                faith and which is remedied by the Company
                promptly after receipt of notice thereof given
                by the Executive; or

         (d)    The Company requires Executive to be based at
                any office or location outside the Greater
                Boston Metropolitan Area or the Company
                requires the Executive to travel on Company
                business to a substantially greater extent
                than required immediately prior to the date of
                Change in Control; or

         (e)    Any purported termination by the Company of
                the Executive's employment otherwise than as
                expressly permitted by this Agreement; or

         (f)    Any failure by the Company to comply with and
                satisfy Section 8 of this Agreement.
</TABLE>

     For purposes of this Section 5, any good faith determination
of Good Reason made by the Executive shall be conclusive.

     6.  If any payment or benefit received by Executive (whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 6)
would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties are incurred by the Executive with respect
to such excise tax), the Company will pay to Executive an
additional amount in cash (the "Additional Amount") equal to the
amount necessary to cause the aggregate payments and benefits
received by Executive, including such Additional Amount (net of
all federal, state, and local income taxes and all taxes payable
as a result of the application of Sections 280G and 4999 of the
Code and including any interest and penalties with respect to
such taxes) to be equal to the aggregate payments and benefits
Executive would have received, excluding such Additional Amount
(net of all federal, state and local income taxes) as if Sections
280G and 4999 of the Code (and any successor provisions thereto)
had not been enacted into law.

     Following the termination of Executive's employment,
Executive may submit to the Company a written opinion (the
"Opinion") of a nationally recognized accounting firm, employment
consulting firm, or law firm selected by Executive setting forth
a statement and a calculation of the Additional Amount.  The
determination of such firm concerning the extent of the
Additional Amount (which determination need not be free from
doubt), shall be final and binding on both Executive and the
Company.  The Company will pay to Executive the Additional Amount
not later than 10 days after such firm has rendered the Opinion.
The Company agrees to pay the fees and expenses of such firm in
preparing and rendering the Opinion.

     If, following the payment to Executive of the Additional
Amount, Executive's liability for the excise tax imposed by
Section 4999 of the Code on the payments and benefits received by
Executive is finally determined (at such time as the Internal
Revenue Service is unable to make any further adjustment to the
amount of such liability) to be less than the amount thereof set
forth in the Opinion, Executive shall reimburse the Company,
without interest, in an amount equal to the amount by which the
Additional Amount should be reduced to reflect such decrease in
the actual excise tax liability.  The calculation of such
reimbursement shall be made by a nationally recognized accounting
firm, an employment consulting firm, or a law firm selected by
Executive, whose determination shall be binding on Executive and
the Company and whose fees and expenses therefor shall be paid by
the Company.

     7.  In the case of any dispute under this Agreement,
Executive may initiate binding arbitration in Boston,
Massachusetts, before the American Arbitration Association by
serving a notice to arbitrate upon the Company or, at Executive's
election, institute judicial proceedings, in either case within
90 days of the effective date of his termination or, if later,
his receipt of notice of termination, or such longer period as
may be reasonably necessary for Executive to take such action if
illness or incapacity should impair his taking such action within
the 90-day period.  The Company shall not have the right to
initiate binding arbitration, and agrees that upon the initiation
of binding arbitration by Executive pursuant to this paragraph 7
the Company shall cause to be dismissed any judicial proceedings
it has brought against Executive relating to this Agreement.  The
Company authorizes Executive from time to time to retain counsel
of his choice to represent Executive in connection with any and
all actions, proceedings, and/or arbitration, whether by or
against the Company or any trustee, officer, shareholder, or
other person affiliated with the Company, which may affect
Executive's rights under this Agreement.  The Company agrees (i)
to pay the fees and expenses of such counsel, (ii) to pay the
cost of such arbitration and/or judicial proceeding, and (iii) to
pay interest to Executive on all amounts owed to Executive under
this Agreement during any period of time that such amounts are
withheld pending arbitration and/or judicial proceedings.  Such
interest will be at the prime rate for corporate loans by the
nation's largest banks as published from time to time under
"Money Rates" in the Wall Street Journal, Eastern Edition.

     In addition, notwithstanding any existing prior attorney-
client relationship between the Company and counsel retained by
Executive, the Company irrevocably consents to Executive entering
into an attorney-client relationship with such counsel and agrees
that a confidential relationship shall exist between Executive
and such counsel.

     8.  If the Company is at any time before or after a Change
in Control merged or consolidated into or with any other
corporation or other entity (whether or not the Company is the
surviving entity), or if substantially all of the assets thereof
are transferred to another corporation or other entity, the
provisions of this Agreement will be binding upon and inure to
the benefit of the corporation or other entity resulting from
such merger or consolidation or the acquirer of such assets (the
"Successor Entity"), and this paragraph 8 will apply in the event
of any subsequent merger or consolidation or transfer of assets.
The Company will require any such Successor Entity to assume
expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to
perform if no such transaction had taken place.  As used in this
Agreement, Company shall mean the Company as hereinbefore defined
and any Successor Entity which assumes and agrees to perform this
Agreement by operation of law or otherwise.

     In the event of any merger, consolidation, or sale of assets
described above, nothing contained in this Agreement will detract
from or otherwise limit Executive's right to or privilege of
participation in any stock option or purchase plan or any bonus,
profit sharing, pension, group insurance, hospitalization, or
other incentive or benefit plan or arrangement which may be or
become applicable to executives of the corporation resulting from
such merger or consolidation or the corporation acquiring such
assets of the Company.

     In the event of any merger, consolidation, or sale of assets
described above, references to the Company in this Agreement
shall unless the context suggests otherwise be deemed to include
the entity resulting from such merger or consolidation or the
acquirer of such assets of the Company.

     9.  Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with
the last paragraph of Section 14 of this Agreement.  For purposes
of this Agreement, a "Notice of Termination" means a written
notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment
under the provision so indicated and (iii) if the Date of
Termination (as defined below) is other than the date of receipt
of such notice, specifies the termination date (which date shall
be not more than thirty days after the giving of such notice).
The failure by the Executive or the Company to set forth in the
Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude
the Executive or the Company, respectively, from asserting such
fact or circumstance in enforcing the Executive's or the
Company's rights hereunder.

     "Date of Termination" means (i) if the Executive's
employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein, as the case may
be, (ii) if the Executive's employment is terminated by the
Company other than for Cause or Disability, the date on which the
Company notifies the Executive of such termination and (iii) if
the Executive's employment is terminated by reason of death or
Disability, the date of death of the Executive or the effective
date of the Disability, as the case may be.

     10.  ll payments required to be made by the Company
hereunder to Executive or his dependents, beneficiaries, or
estate will be subject to the withholding of such amounts
relating to tax and/or other payroll deductions as may be
required by law.

     11.  There shall be no requirement on the part of the
Executive to seek other employment or otherwise mitigate damages
in order to be entitled to the full amount of any payments and
benefits to which Executive is entitled under this Agreement, and
the amount of such payments and benefits shall not be reduced by
any compensation or benefits received by Executive from other
employment.

     12.  Nothing contained in this Agreement shall be construed
as a contract of employment between the Company and the
Executive, or as a right of the Executive to continue in the
employ of the Company, or as a limitation of the right of the
Company to discharge the Executive with or without Cause;
provided that the Executive shall have the right to receive upon
termination of his employment the payments and benefits provided
in this Agreement and shall not be deemed to have waived any
rights he may have either at law or in equity in respect of such
discharge.

     13.  No amendment, change, or modification of this Agreement
may be made except in writing, signed by both parties.

     14.  This Agreement shall terminate on the third anniversary
of the date hereof, provided, however, that commencing on the
date one year after the date hereof, and on each annual
anniversary of such date (each such date hereinafter referred to
as a "Renewal Date"), unless previously terminated, the term of
this Agreement shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least sixty days
prior to the Renewal Date the Company shall give notice to the
Executive that the term of this Agreement shall not be so
extended.  This Agreement shall not apply to a Change in Control
which takes place after the termination of this Agreement.

     Payments made by the Company pursuant to this Agreement
shall be in lieu of severance payments, if any, which might
otherwise be available to Executive under any severance plan,
policy, program or arrangement generally applicable to the
employees of the Company.  If for any reason Executive receives
severance payments (other than under this Agreement) upon the
termination of his employment with the Company, the amount of
such payments shall be deducted from the amount paid under this
Agreement.  The purpose of this provision is solely to avert a
duplication of benefits; neither this provision nor the
provisions of any other agreement shall be interpreted to reduce
the amount payable to Executive below the amount that would
otherwise have been payable under this Agreement.

     The provisions of this Agreement shall be binding upon and
shall inure to the benefit of Executive, his executors,
administrators, legal representatives, and assigns, and the
Company and its successors.

     The validity, interpretation and effect of this Agreement
shall be governed by the laws of The Commonwealth of
Massachusetts.  Any ambiguities in this Agreement shall be
construed in favor of the Executive.

     The invalidity or unenforceability of any provisions of this
Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full
force and effect.

     The Company shall have no right of set-off or counterclaims,
in respect of any claim, debt, or obligation, against any
payments to Executive, his dependents, beneficiaries, or estate
provided for in this Agreement.

     No right or interest to or in any payments shall be
assignable by the Executive; provided, however, that this
provision shall not preclude him from designating one or more
beneficiaries to receive any amount that may be payable after his
death and shall not preclude the legal representative of his
estate from assigning any right hereunder to the person or
persons entitled thereto under his will or, in the case of
intestacy, to the person or persons entitled thereto under the
laws of intestacy applicable to his estate.  The term
"beneficiaries" as used in this Agreement shall mean a
beneficiary or beneficiaries so designated to receive any such
amount, or if no beneficiary has been so designated, the legal
representative of the Executive's estate.

     No right, benefit, or interest hereunder shall be subject to
anticipation, alienation, sale, assignment, encumbrance, charge,
pledge, hypothecation, or set-off in respect of any claim, debt,
or obligation, or to execution, attachment, levy, or similar
process, or assignment by operation of law.  Any attempt,
voluntary or involuntary, to effect any action specified in the
immediately preceding sentence shall, to the full extent
permitted by law, be null, void, and of no effect.
<TABLE>
<CAPTION>
     All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or
by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
<S>                       <C>
     If to the Executive:

     If to the Company:    NSTAR
                           800 Boylston Street
                           Boston, MA  02199
                           Attention:  General Counsel
</TABLE>
or to such other address as either party shall have furnished to
the other in writing in accordance herewith.  Notice and
communications shall be effective when actually received by the
addressee.

     The name "NSTAR" means the trustee or trustees for the time
being (as trustee or trustees but not personally) under a
Declaration of Trust dated April 20, 1999, as amended from time
to time, which is hereby referred to, and a copy of which, as
amended, has been filed with the Secretary of State of The
Commonwealth of Massachusetts.  Any obligation, agreement, or
liability made, entered into, or incurred by or on behalf of
NSTAR binds only
its trust estate, and no shareholder, director, trustee, officer
or agent thereof assumes or shall be held to any liability
therefor.
<TABLE>
<CAPTION>
     IN WITNESS WHEREOF, NSTAR and Executive have each caused
this Agreement to be duly executed and delivered as of the date
set forth above.
                     <S>      <C>

                                 NSTAR



                         By:     /s/   THOMAS J. MAY
                                 Thomas J. May
                                 Chairman and
                                 Chief Executive Officer



                                 /s/  TIMOTHY R. MANNING
                                 Name:  Timothy R. Manning
</TABLE>

                            EXHIBIT A
<TABLE>
<CAPTION>
     Change in Control.  For the purposes of this Agreement, a
"Change in Control" shall mean:
        <S>    <C>
         (a)    The acquisition by any Person of ultimate
                beneficial ownership (within the meaning of
                Rule 13d-3 promulgated under the Exchange Act)
                of 30% or more of either (i) the then
                outstanding common shares (or shares of common
                stock) of Parent (the "Outstanding Parent
                Common Shares") or (ii) the combined voting
                power of the then outstanding voting
                securities of the Parent entitled to vote
                generally in the election of trustees (or
                directors) (the "Outstanding Parent Voting
                Securities"); provided, however, that for
                purposes of this subsection (a), the following
                acquisitions shall not constitute a Change in
                Control:  (i) any acquisition directly from
                the Parent, (ii) any acquisition by the Parent
                or any affiliate of Parent, (iii) any
                acquisition by any employee benefit plan (or
                related trust) sponsored or maintained by the
                Parent, the Company or any affiliate of Parent
                or (iv) any acquisition by any Person pursuant
                to a transaction which complies with clauses
                (i), (ii) and (iii) of subsection (c) of this
                Exhibit A; or


         (b)    Individuals who, as of the date hereof,
                constitute the Board of Trustees of the Parent
                (the "Incumbent Board") cease for any reason
                to constitute at least a majority of such
                board; provided, however, that any individual
                becoming a trustee (or director) subsequent to
                the date hereof whose election, or nomination
                for election by the Parent's shareholders, was
                approved by a vote of at least a majority of
                the trustees (or directors) 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 occurs as a result of an
                actual or threatened election contest with
                respect to the election or removal of trustees
                (or directors) or other actual or threatened
                solicitation of proxies or consents by or on
                behalf of a Person other than such board; or

         (c)    Consummation of a reorganization, merger or
                consolidation or sale or other disposition of
                all or substantially all of the assets of the
                Parent (a "Business Combination"), in each
                case, unless, following such Business
                Combination, (i) all or substantially all of
                the individuals and entities who were the
                beneficial owners, respectively, of the
                Outstanding Parent Common Shares and
                Outstanding Parent Voting Securities
                immediately prior to such Business Combination
                beneficially own, directly or indirectly,
                immediately following such Business
                Combination more than 50% of, respectively,
                the then outstanding common shares (or shares
                of common stock) and the combined voting power
                of the then outstanding voting securities
                entitled to vote generally in the election of
                trustees (or directors), as the case may be,
                of the entity resulting from such Business
                Combination (including, without limitation, an
                entity which as a result of such transaction
                owns the Parent or all or substantially all of
                the Parent's assets either directly or through
                one or more subsidiaries) in substantially the
                same proportions as their ownership,
                immediately prior to such Business Combination
                of the Outstanding Parent Common Shares and
                Outstanding Parent Voting Securities, as the
                case may be, (ii) no Person (excluding any
                entity resulting from such Business
                Combination or any employee benefit plan (or
                related trust) of the Parent or the Company or
                such entity resulting from such Business
                Combination) ultimately beneficially owns,
                directly or indirectly, 30% of more of,
                respectively, the then outstanding common
                shares or shares of common stock of the entity
                resulting from such Business Combination or
                the combined voting power of the then
                outstanding voting securities of such entity
                except to the extent that such ownership
                existed prior to the Business Combination and
                (iii) at least a majority of the members of
                the board of trustees (or board of directors)
                of the entity resulting from such Business
                Combination were members of the Incumbent
                Board at the time of the execution of the
                initial agreement, or of the action of the
                Board of Trustees of the Parent, providing for
                such Business Combination; or

         (d)    Approval by the shareholders of the Parent of
                a complete liquidation or dissolution of the
                Parent.
 </TABLE>

For purposes of this Appendix A, the term "Parent" shall mean
NSTAR, or, if any entity shall own, directly or indirectly
through one or more subsidiaries, more than 50% of the
outstanding common shares of NSTAR, such entity.