THE ANSONIA DERBY WATER COMPANY



                                      to



                        THE CONNECTICUT NATIONAL BANK,

                                  as Trustee








                     AMENDED AND RESTATED MORTGAGE INDENTURE







                          Dated as of August 9, 1991








                             FIRST MORTGAGE BONDS









                             TABLE OF CONTENTS

                                                                   PAGE

PARTIES                                                            1

RECITALS                                                           1-5

GRANTING CLAUSES                                                   5-6

PROPERTY CONVEYED
            I.     Real Estate                                     6
            II.    Buildings and Equipment                         6
            III.   Franchises and Other Rights                     6
            IV.    Further Property Conveyed to Trustee            7
            V.     Other Property; Exceptions                      7

HABENDUM                                                           7

DECLARATION OF TRUST                                               7-8


ARTICLE I

FORMS, TERMS AND EXECUTION OF BONDS

1.01  Bonds Issuable in Series                                     9
1.02  Series E Bonds                                               10
1.03  Other Series                                                 11
1.04  Execution of Bonds                                           11
1.05  Dating of Bonds                                              12
1.06  Registered Owner                                             12
1.07  Transfer and Exchange                                        13
1.08  Consolidation and Merger                                     13
1.09  Temporary Bonds                                              14
1.10  Loss, Theft, Destruction or Mutilation                       15
1.11  Authentication Certificate                                   15
1.12  Agreements for Payment                                       16


ARTICLE II

ISSUE OF BONDS

2.01  Lien of the Indenture                                        16
2.02  Issuance of Series E Bonds                                   17
2.03  Resolutions, Certificates and Opinions on All Issues         17
2.04  Issuance of Additional Bonds - Total Capitalization Test     19
2.05  Issuance of Additional Bonds against Deposit of Cash         21
2.06  Issuance of Additional Bonds against other Bonds Satisfied
      and Discharged                                               22
2.07  Exchange of Bonds for Other Series                           24
2.08  Acceptance of Instruments by Trustee; Further
      Investigation                                                25


ARTICLE III

PARTICULAR COVENANTS OF THE COMPANY

3.01  Lawful Seisin and Possession                                 25
3.02  Payment; Non-Extension of Coupons                            25
3.03  Office or Agency in the State of Connecticut                 26
3.04  Payment of Taxee and Liens                                   26
3.05  Insurance Against Loss                                       27
3.06  Maintenance of Premises                                      27
3.07  Recording and Re-Recording                                   28
3.08  Trustee's Right to Perform Certain Covenants                 28
3.09  Execution of Further Instruments                             28
3.10  Information to be Furnished Trustee                          29
3.11  Subsequent Mortgages Subject to Prior Lien                   29
3.12  No Bonds Except as Provided Herein                           30
3.13  (a)   Inspection by Independent Engineer                     30
      (b)   Reserve for Depreciation                               31
3.14  Covenant Against Issuance of Senior Debt                     32
3.15  Covenant Limiting Long Term Debt                             32
3.16  Covenants in Respect of Dividends                            32
3.17  Covenants with Respect to Issuance of Additional Bonds       33
3.18  Truth of Facts Stated Herein                                 34
3.19  Waiver                                                       35


ARTICLE IV

REDEMPTION OF BONDS

4.01  Reservation of Right to Redeem                               35
4.02  Procedure for Redemption                                     36
4.03  Cancellation of Redeemed Bonds                               37
4.04  Bonds Held by Company not Deemed Outstanding for
      Redemption Purposes                                          38


ARTICLE V

COVENANTS WITH RESPECT TO SERIES E BONDS

5.01  Exclusive Benefit Covenants                                  38
5.02  Sinking Fund for Series E Bonds                              38


ARTICLE VI

POSSESSION, USE AND RELEASE OF PROPERTY

6.01  Possession in Absence of Default                             39
6.02  Releases not Requiring Consent of Trustee                    40
6.03  Release upon Sale or Exchange                                41
6.04  Release of Property not Exceeding $100,000 in Value in
      One Year                                                     45
6.05  Acquisitions in Place of Property Released                   46
6.06  (a)   Release upon Eminent Domain Proceedings                46
      (b)   Redemption of Bonds upon Certain Releases              47
6.07  Purchaser not Bound to Ascertain Authority                   49
6.08  Exercise of Powers by Receiver, Trustee or Company
      in Event of Default                                          49
6.09  Deposit with Trustee Reduced by Amount of Taxes and
      Expenses                                                     50
6.10  Acceptance of Instruments by Trustee; Further
      Investigation                                                51


ARTICLE VII

CONCERNING OBLIGATIONS AND APPLICATION OF
MONEYS RECEIVED BY THE TRUSTEE

7.01  Obligations Received by the Trustee                          51
7.02  (a)   Certain Moneys Received by Trustee Payable to
            Company in Absence of Default                          52
      (b)   Exercise of Powers by Receiver, the Trustee or
            Company in Event of Default                            53
      (C)   Acceptance of Instruments by Trustee; Further
            Investigation                                          53
7.03  Use of Moneys for Purchase or Redemption of Bonds            54
7.04  Redemption of Bonds by Application of Moneys Held
      Three Years by Trustee                                       55
7.05  Investment of Moneys Held by Trustee                         56


ARTICLE VIII

REMEDIES UPON DEFAULT

8.01  Events of Default Defined; Acceleration Provisions           58
8.02  Entry and Possession by Trustee                              61
8.03  Trustee's Power of Sale                                      61
8.04  Foreclosure and Judicial Proceedings                         63
8.05  Remedies Cumulative                                          64
8.06  Direction of Method of Proceedings for Sale by Holders
      of Majority in Principal Amount of Bonds                     64
8.07  Trustee's Right to Receiver in Judicial Proceedings          64
8.08  Acceleration of Principal on Sale or Foreclosure             65
8.09  Purchase at Sale by Bond Owner or Trustee                    65
8.10  Receipt as Discharge to Purchaser                            65
8.11  Application of Proceeds of Sale                              65
8.12  Waiver of Benefit of Laws                                    66
8.l3  No Waiver of Default Affects Other Default                   67

8.14  Discontinuance or Abandonment of Proceedings, or
      Decision Adverse to Trustee                                  67
8.15  Trustee Appointed Attorney-in-Fact                           67
8.16  Trustee may Recover Judgment for Amounts in Default          68
8.17  Enforcement of Rights Without Possession of Bonds;
      Proceedings in Name of Trustee                               69
8.18  Delay or Omission Not to Impair or Waive Rights              69
8.19  Remedies Subject to Applicable Law                           69


ARTICLE IX

                         EVIDENCE OF RIGHTS OF BOND HOLDERS        70


ARTICLE X

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                               OFFICERS AND DIRECTORS              70-71


ARTICLE XI

EFFECT OF MERGER, CONSOLIDATION OR SALE;
RIGHT OF SUCCESSOR CORPORATION TO EXCHANGE BONDS

11.01 Covenants of the Company in Connection with Permitted
      Consolidation, Merger, Transfer or Lease                     71
11.02 Rights and Obligations of Successor Corporation              72
11.03 Limitation of Lien on Properties of Successor
      Corporation                                                  73
11.04 Exchange of Successor Corporation Bonds for Company's
      Bonds                                                        74
11.05 "Company" and "Seal" Includes Successor Corporation          76
11.06 Surrender of Reserved Power by Company or Successor
      Corporation                                                  76
11.07 Release of Company's Liability on Certain Conditions         77


ARTICLE XII

CONCERNING THE TRUSTEE

12.01 Trustee's Duty of Care; Exculpatory Clauses                  77
12.02 Resignation and Removal of Trustee                           82
12.03 Provisions for Successor Trustee                             82
12.04 Merger or Consolidation of Trustee                           83

12.05 Appointment of Separate Trustee or Co-Trustee; Limit
      on Their Authority                                           83


ARTICLE XIII

SUPPLEMENTAL INDENTURES

13.01 Purposes for Which Permitted                                 85
13.02 Joinder by Trustee in Supplemental Indentures; Opinion
      of Counsel                                                   86


ARTICLE XIV

                                DEFEASANCE                         87


ARTICLE XV

MISCELLANEOUS PROVISIONS

15.01 No Rights Conferred on Others than Parties Hereto and
      Bond Owners                                                  87
15.02 Successors and Assigns of Parties                            88
15.03 Payment of Moneys Held in Trust; Return to Company
      after Six Years                                              88
15.04 Registered Owners of a Particular Percentage or
      Proportion Defined                                           88
15.05 Cremation in Lieu of Delivery to Company                     89
15.06 Severability of Covenants and Agreements                     89
15.07 Simultaneous Execution of Counterparts                       89


ARTICLE XVI

                   AMENDMENT BY CONSENT OF BOND HOLDERS            89-91


ARTICLE XVII

DEFINITIONS

17.01 "Certified Resolution"                                       91
17.02 "Long Term Debt"                                             91
17.03 "Mailing Address"                                            91
17.04 "Opinion of Counsel"                                         92
17.05 "Outstanding"; "Issued and Outstanding"                      92
17.06 "Permitted Encumbrances"                                     93
17.07 "Prior Mortgage"                                             94
17.08 "Total Capitalization"                                       94
17.09 "Utility Business"                                           94
17.10 "Utility Property"                                           94
17.11 "Exclusive Benefit Covenant"                                 94
17.12 "Direct Income From the Sale of Real Property"               94
17.13 "Base Rate"                                                  95
17.14 "Excluded Real Property"                                     95


ARTICLE XVIII

                               APPLICABLE LAW                      95

TESTIMONIUM AND SIGNATURES                                         95-96

ACKNOWLEDGMENTS                                                    97-98

EXHIBIT A (Bond Form and Trustee's Authentication Certificate)

EXHIBIT B (Identification of Mortgaged Real Estate)
EXHIBIT B-1 (Identification of Excluded Real Property)
EXHIBIT B-2 (Identification of Buildings and Equipment



     AMENDED AND RESTATED MORTGAGE INDENTURE, dated as of the 9th day of
August, 1991, made by and between THE ANSONIA DERBY WATER COMPANY, a
corporation organized and existing under the laws of the State of
Connecticut (hereinafter Called the "Company"), and THE CONNECTICUT NATIONAL
BANK, a national banking association organized and existing under the laws
of the United States, as Trustee (hereinafter called the "Trustee").

      WHEREAS, The Ansonia Water Company (hereinafter called the "Original
Company") has heretofore executed and delivered to The First National Bank
and Trust Company of New Haven a certain Trust indenture, dated as of July
15, 1954 (hereinafter sometimes called the "Original Indenture") which
Original Indenture is recorded in the Office of the Secretary of the State
of Connecticut in Volume 48, Page Y, Railroad Mortgages, etc., as well as
otherwise recorded and filed, and is also on file in the offices of the
Trustee and the Company, and to which Original Indenture reference is hereby
expressly made; and

      WHEREAS, the Original Company has issued, pursuant to the original
Indenture, a series of unsecured debentures known as the Thirty-Year 3-1/2%
Debentures, 1984 Series (hereinafter sometimes called the "1984 Series
Debentures") in the aggregate principal amount of Three Hundred Twenty-Five
Thousand Dollars ($325,000.00); and

      WHEREAS, the First National Bank and Trust Company of New Haven and
another banking association, as of the close of business on September 27,
1957, consolidated under the charter of The First National Bank and Trust
Company of New Haven, into one national banking association, resulting in
a national banking association named The First New Haven National Bank
which, pursuant to the provisions of Section 11.20 of Article Eleven of the
Original Indenture, became the successor of the Trustee under the Original
Indenture; and

      WHEREAS, the Original Company and the Birmingham Water Company, a
public service company organized under the laws of the State of Connecticut,
consolidated and merged on January 1, 1972, in accordance with Article Seven
of the Original Indenture, and the resulting company was named The Ansonia
Derby Water Company which, in accordance with Article Seven of the Original
Indenture, has previously assumed the due and punctual payment of the
principal of and interest on all debentures issued under the Original
Indenture and the due and punctual performance and observance of all the
covenants and conditions of the Original Indenture to be kept or performed
by the Original Company, and became the successor to the Original company
under the Original Indenture; and

      WHEREAS, pursuant to the provisions of Section 12.01 of Article 12 of
the Original Indenture, the Company executed and delivered a First
Supplemental Indenture and Mortgage to the First New  Haven  National  Bank,
as  successor  Trustee,  dated  as of October 1, 1974 (hereinafter called
the "First Supplemental Indenture"), which First Supplemental Indenture is
recorded in the Office of the Secretary of the State of Connecticut in
Volume 48, Page X, Railroad Mortgages, etc., as well as otherwise recorded
and filed, and is also on file in the offices of the Trustee and the
Company, and to which First Supplemental Indenture reference is hereby
expressly made; and

      WHEREAS, the Company has converted, pursuant to the First Supplemental
Indenture, the 1984 Series Debentures into First Mortgage 3-1/2% Bonds,
Series A (hereinafter sometimes called the "Series A Bonds"); and

      WHEREAS, the Company has issued, pursuant to the First Supplemental
Indenture, a series of First Mortgage 9-1/2% Bonds, Series B, due October
1, 1994 (hereinafter sometimes called the "Series B Bonds"), in an aggregate
principal amount of One Million Five Hundred Thousand Dollars
($1,500,000.00); and

      WHEREAS, the First New Haven National Bank, as of the close of
business on April 1, 1977, surrendered its charter as a national banking
association and converted into a state bank and trust company organized
under the laws of the State of Connecticut under the name First Bank, which,
pursuant to the provisions of Section 11.20 of Article Eleven of the
Original Indenture, became the successor to the Trustee under the Original
Indenture; and

      WHEREAS, pursuant to the provisions of Section 12.02 of Article 12 of
the Original Indenture, the Company executed and delivered a Second
Supplemental Indenture to First Bank, as successor Trustee, dated as of June
1, 1981 (hereinafter called the "Second  Supplemental Indenture"), which
Second Supplemental Indenture amended the provisions of Section 1.01 of
Article One of the Original Indenture with respect to the definition of "net
earnings available for interest", and which Second Supplemental Indenture
is on file in the offices of the Trustee and the Company, and to which
Second Supplemental Indenture reference is hereby expressly made; and

      WHEREAS, pursuant to the provisions of Section 12.01 of Article 12 of
the Original Indenture, the Company executed and delivered a Third
Supplemental Indenture to First  Bank, as successor Trustee, dated as of
June 2, 1982 (hereinafter called the "Third Supplemental Indenture"), which
Third Supplemental Indenture is recorded in the office of the Secretary of
the State of Connecticut in Volume 57, Page 970, Railroad Mortgages, etc.,
as well as otherwise recorded and filed, and is also on file in the offices
of the Trustee and the Company, and to which Third Supplemental Indenture
reference is expressly made; and

      WHEREAS, the Company has issued, pursuant to the Third Supplemental
Indenture, a series of First Mortgage 12% Bonds, Series C, due June 3, 2012
(hereinafter sometimes called the "Series C Bonds"), in an aggregate
principal amount of Three Hundred Ninety-Two Thousand Dollars ($392,000.00);
and

      WHEREAS, First Bank, as of the close of business on March 31, 1984,
was merged into the Trustee which, pursuant to the provisions of Section
11.20 of Article Eleven of the Original Indenture, became the successor of
the Trustee under the Original Indenture; and

      WHEREAS, the Series A Bonds have been, as of their stated maturity
date, July 15, 1984, redeemed by the Company in their entirety; and

      WHEREAS, pursuant to the provisions of Section 12.01 of Article 12 of
the Original Indenture, the Company executed and delivered a Fourth
Supplemental Indenture to the Trustee, as successor Trustee, dated as of
March 8, 1985 (hereinafter called the "Fourth Supplemental Indenture"),
which Fourth Supplemental Indenture is recorded in the office of the
Secretary of the State of Connecticut in Volume 59, Page 390, Railroad
Mortgages, etc., as well as otherwise recorded and filed, and is also on
file in the offices of the Trustee and the Company, and to which Fourth
supplemental Indenture reference is expressly made; and

      WHEREAS, the Company has issued, pursuant to the Fourth Supplemental
Indenture, a series of First Mortgage 9.8% Bonds, Series D, due March 8,
2015 (hereinafter sometimes called the "Series D Bonds"), in an aggregate
principal amount of Seven Hundred Thirteen Thousand Dollars ($713,000.00);
and

      WHEREAS, pursuant to the provisions of Section 12.02 of Article 12 of
the Original Indenture, the Company executed and delivered a Fifth
Supplemental Indenture to the Trustee, as successor Trustee, dated as of
July 1, 1988 (hereinafter called the "Fifth Supplemental Indenture"), which
Fifth Supplemental Indenture amended the provisions of Section 9.05 of
Article Nine of the Original Indenture with respect to the use of proceeds
from the disposition by the Company of property not essential for the
operation of its plants or system, and which Fifth Supplemental Indenture
is on file in the offices of the Trustee and the Company, and to which Fifth
Supplemental Indenture reference is hereby expressly made; and

      WHEREAS, the Company is entitled, pursuant to the provisions of the
Original Indenture, as amended by this Amended and Restated Mortgage
Indenture, to issue and to have the Trustee authenticate Four Million Seven
Hundred Thousand Dollars ($4,700,000.00) in aggregate principal amount of
additional bonds of a new series to be designated by the Company; and

      WHEREAS, Section 12.01 of Article Twelve of the Original Indenture
provides, among other things, that the Company, when authorized by
resolution of its Board of Directors,  and the Trustee, from time to time
and at any time, may enter into an indenture or indentures supplemental to
the Original Indenture for the purpose, among others, of  setting forth the
terms and provisions of any series of bonds to be issued thereunder and the
form of the bonds of such series; and

      WHEREAS, the Company, by appropriate and sufficient corporate actions
pursuant to the provisions of the original Indenture, has duly determined
to create a new series of bonds thereunder and hereunder to be known as its
First Mortgage 9.64% Bonds, Series E, due September 1, 2011 (hereinafter
called the "Series E Bonds"), in the aggregate principal amount of Four
Million Seven Hundred Thousand Dollars ($4,700,000.00); and

      WHEREAS, the Series E Bonds and the Trustee's authentication
certificate upon such bonds are to be substantially in the respective forms
set forth in Exhibit A hereto, which Exhibit is hereby incorporated in and
made a part of this Amended and Restated Mortgage Indenture as if set forth
in full in the body hereof, the proper amount and numbers of such bonds to
be inserted therein, the reference therein to the Original Indenture to be
omitted if inapplicable, and such other appropriate insertions, omissions
and changes to be made therein as may be authorized by the Board of
Directors of the Company to express the terms and conditions upon which the
Series E Bonds are issued as required or permitted by this Amended and
Restated Mortgage Indenture; and

      WHEREAS, all things prescribed by law, by the Certificate of
Incorporation and Bylaws of the Company, and by the terms of the Original
Indenture, necessary to make the Series E Bonds, when duly authenticated by
the Trustee and issued by the Company, valid and binding and legal
obligations of the Company entitled in all respects to the security of the
Original Indenture and to make this Amended and Restated Mortgage Indenture
a valid and binding instrument, enforceable in accordance with its terms,
and otherwise to effectuate the issuance of the Series E Bonds, have been
done and performed, and the execution and delivery of this Amended and
Restated Mortgage Indenture have been in all  respects duly authorized; and

      WHEREAS, the Company desires to amend and restate the provisions of
the Original Indenture; and

      WHEREAS, the Board of Directors of the Company, by resolution dated
July 18, 1991, has approved such amendment and restatement; and

      WHEREAS, Section 12.02 of Article Twelve of the Original Indenture
provides, among other things, that the Company and the Trustee may from time
to time enter into an indenture supplemental to the Original Indenture in
order to modify, alter, amend, suspend or rescind or in order to insert a
provision in the Original Indenture upon approval of the Board of Directors
of the Company and upon the written consent, filed with the Trustee, of not
less than sixty-six and two-thirds percent (66-2/3%) in aggregate principal
amount of all the bonds at the time outstanding which would be affected by
the action proposed to be taken; and

      WHEREAS, the holders of all of the Series B Bonds, the Series C Bonds
and the Series D Bonds outstanding under the Original Indenture have (a)
consented to the issuance by the Company of the Series E Bonds upon such
terms as may be acceptable to the Company, the Trustee and the purchaser of
the Series E Bonds, and (b) waived the provisions of Articles Four and
Twelve of the Original Indenture with respect to the issuance of the Series
E Bonds, on the condition that the Company redeem all of the outstanding
Series B Bonds, Series C Bonds and Series D Bonds; and

      WHEREAS, the Company has simultaneously with the delivery of this
Amended and Restated Mortgage Indenture delivered to the Trustee all of the
documents required by Section 12.02 of Article Twelve of the Original
Indenture;

      NOW, THEREFORE, THIS AMENDED AND RESTATED MORTGAGE INDENTURE
WITNESSETH that the Company, in consideration of the premises and of the
acceptance by the Trustee of the trusts hereby created and of the purchase
and acceptance of the bonds by the registered owners thereof and of One
Dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
in order to secure equally the payment of the principal of and premium (if
any) and interest on all bonds at any time issued and outstanding hereunder,
according to their tenor and effect, and the performance and observance by
the Company of all the covenants and conditions herein and therein
contained, and in order further to declare and set forth the terms and
provisions of the Series E Bonds and to amend and restate the terms of the
Original Indenture, intending to be legally bound hereby, has granted,
bargained, sold, released, conveyed, assigned, transferred, mortgaged,
pledged, set over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set over and
confirm unto The Connecticut National Bank, as Trustee, and to its
successors in the trust, and to them and their assigns forever:

      All and singular the premises, property, assets, rights and franchises
of the  Company, whether now or hereafter owned, constructed or acquired,
of whatever character and wherever situate (except as hereinafter expressly
excepted), including, among other things, all right, title and interest of
the Company in and to the following (except as so excepted), but reference
to or enumeration of any particular kinds, classes or items of property
shall not be deemed to exclude from the operation and effect of this Amended
and Restated Mortgage Indenture any kind, class or item not so referred to
or enumerated:


I. Real Estate

      All real property, wherever situate, and interests in or relating to
real property, whether now owned by the Company or hereafter acquired by it
including, without limiting  the generality of the foregoing, all those
pieces or parcels of land more particularly identified in Exhibit B hereto,
which Exhibit is hereby incorporated in and made a part of this Granting
Clause as if set forth herein in full, but excluding all Excluded Real
Property identified in Exhibit B-1 hereto, which Exhibit is hereby
incorporated in and made a part of this Granting Clause as if set forth
herein in full.  "Excluded Real Property", as used in this Amended and
Restated Mortgage Indenture, shall mean all of the real property, wherever
situate, and interests in or relating to such real property,  now owned by
the Company and identified in Exhibit B-1 hereto as not being included in
the Company's property for ratemaking purposes by the Connecticut Department
of Public Utility Control, or its successor (hereinafter called the "DPUC").


II. Buildings and Equipment

      All buildings, improvements, standpipes, reservoirs, wells, flumes,
sluices, canals, basins, cribs, machinery, mains, conduits, hydrants, pipes,
pipe lines, service pipes, water works plants and systems, tanks, shops,
structures, purification systems, pumping stations, fixtures, engines,
boilers, pumps, meters and equipment (including all improvements, additions
and extensions appurtenant to any property hereby conveyed) used or useful
in connection with the Company's utility business, whether the same or any
thereof are now owned or may hereafter be acquired by the Company,
including, without limiting the generality of the foregoing, all property
identified in Exhibit B-2 hereto,  which Exhibit is hereby incorporated in
and made a part of this Granting Clause as if set forth herein in full.


III. Franchises and Other Rights

      All corporate and other franchises, all water and flowage rights,
riparian rights, easements and rights-of-way, and all permits, licenses,
rights, grants, privileges and immunities, and all renewals, extensions,
additions or modifications of any of the foregoing, whether the same or any
thereof, or any renewals, extensions, additions or modifications thereof,
are now owned or may hereafter be acquired, owned, held or enjoyed by the
Company.


IV. Further Property Conveyed to Trustee

      All property which may from time to time after the date of this
Amended and Restated Mortgage Indenture be delivered, or which may by
writing of any kind be conveyed, pledged, assigned or transferred, to the
Trustee by the Company or by any person or corporation to be held as part
of the trust estate, as hereinafter defined; and the Trustee is hereby
authorized to receive any such property, and any such conveyance, pledge,
assignment or transfer, as and for additional security hereunder, and to
hold and apply any and all such property subject to and in accordance with
the terms of this Amended and Restated Mortgage Indenture.


V. Other Property

      All other property, real, personal and mixed, whether or not
hereinabove specifically described, which the Company now owns or may
hereafter acquire.

      TOGETHER WITH all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to such property, rights
and franchises or any part thereof, with the reversion and reversions,
remainder and remainders, and, to the extent permitted by law, all tolls,
rents, revenues, issues, income, product and profits thereof, and all the
estate, right, title, interest and claim whatsoever, at law as well as in
equity, which the Company now has or may hereafter acquire in and to such
property, rights and franchises and every part and parcel thereof.

      SAVING AND EXCEPTING, HOWEVER, from the property hereby mortgaged and
pledged, all of the following property (whether now owned or hereafter
acquired by the Company):  All bills, notes and accounts receivable, cash
on hand and in banks, contracts (other than contracts for the purchase of
water), choses in action and leases to others (as distinct from the property
so leased and without limiting any rights of the Trustee with respect
thereto under any of the provisions of this Amended and Restated Mortgage
Indenture), all bonds, obligations, evidences of indebtedness, shares of
stock and other securities, and certificates or evidences of interest
therein, all office furniture and equipment, motor vehicles and tools, and
all equipment, materials, goods, merchandise and supplies acquired for the
purpose of sale in the ordinary course of business or for consumption in the
operation of any properties of the Company -- other than any of the
foregoing which at any time may be specifically transferred or assigned to
or pledged or deposited with the Trustee hereunder or required by the
provisions of this Amended and Restated Mortgage Indenture so to be;
provided, however, that if, upon the happening of an Event of Default (as
such term is defined in Section 8.01), the Trustee or any receiver appointed
hereunder shall enter upon and take possession of the mortgaged property,
the Trustee or such receiver may, to the extent permitted by law, at the
same time also take possession of any and all of the property described in
this paragraph then on hand which is used or useful in connection with the
utility business of the Company, and use and administer the same, to the
extent permitted by law, to the same extent as if such property were part
of the mortgaged property, unless and until such Event of Default shall be
remedied or waived and possession of the mortgaged property restored to the
Company, its successors or assigns.

      SUBJECT, HOWEVER, to the exceptions, reservations and matters recited
hereinabove and in Exhibit B, Exhibit B-1 and Exhibit B-2 hereto; to
existing leases and tenure of any present occupants; and to Permitted
Encumbrances.

      TO HAVE AND TO HOLD all such premises, property, assets, rights and
franchises granted, bargained, sold, released, conveyed, transferred,
assigned, mortgaged, pledged, set over or confirmed by the Company as
provided above or intended so to be (such premises, property, assets, rights
and franchises being herein sometimes called the "trust estate", the
"mortgaged property" or the "mortgaged premises"), unto the Trustee and its
successors in the trust, and to them and their assigns forever;

      IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth,
for the equal and proportionate benefit and security of those who shall own
the bonds issued and to be issued hereunder, or any of them, without
preference, priority or distinction of any of such bonds over any others
thereof by reason of priority in the time of the issue or negotiation
thereof or by reason of the date or maturity thereof, or for any other
reason whatsoever, so that all bonds at any time issued and outstanding
under this Amended and Restated Mortgage Indenture shall have the same
right, lien and preference under and by virtue hereof, and shall all be
equally secured hereby, with like effect as if they had all been executed,
authenticated and delivered simultaneously on the date hereof; provided that
the bonds of different series may contain different terms and conditions
than the bonds of other series in the respects set forth in Section 1.03 of
this Amended and Restated Mortgage Indenture; and provided, further, that
the Company may in any indenture supplemental to this Amended and Restated
Mortgage Indenture add to the conditions, limitations, restrictions,
covenants and agreements of this Amended and Restated Mortgage Indenture,
in the manner set forth in clauses (a) and (b) of Section 13.01 hereof, for
the sole benefit of any one or more series of bonds.

      IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the
parties hereto, that all such bonds are to be issued, authenticated and
delivered, and that all property subject or to become subject hereto is to
be held and applied, subject to the further covenants, conditions, uses and
trusts hereinafter set forth; and the Company, for itself and its
successors, does hereby covenant and agree to and with the Trustee and its
successors in the trust, for the benefit of those who shall own such bonds,
or any of them, as follows:

ARTICLE I.

Form. Terms and Execution of Bonds

      SECTION 1.01.      The bonds issuable hereunder may, if and when
authorized by the Board of Directors of the Company (hereinafter called the
"Board of Directors"), be issued in one or more series and shall be
designated generally as the "First Mortgage Bonds" of the Company.  The
bonds of each series other than the Series B Bonds, Series C Bonds, Series
D Bonds and Series E Bonds shall have such further particular designations
as the Board of Directors may adopt for such series, and each bond issued
hereunder shall bear  upon its face the designation so adopted for the
series to which it belongs.

      All bonds of any one series at any time simultaneously outstanding
hereunder shall be identical in respect of the date of maturity (unless they
are of serial maturities), the place or places of payment of the principal
thereof and interest thereon, the interest rate (unless they are of serial
maturities) and interest payment dates, the terms and rate or rates of
redemption (unless they are of serial maturities), if redeemable, the
provisions (if any) for a sinking, purchase or analogous fund for the
retirement of bonds of such series, and the provisions (if any) as to the
payment of principal or interest, or both, without deduction for, or as to
the reimbursement of, taxes and (except for necessary or proper variations
between bonds of different denominations) as to conversion, but bonds of
the same series may be of different denominations, and bonds of any series,
other than the Series B Bonds, Series C Bonds, Series D Bonds and Series E
Bonds, may be of serial maturities and, if of serial maturities, may differ
with respect to maturity date, interest rate and price and terms of
redemption or payment prior to maturity.

      Except as may be otherwise specifically provided with respect to a
particular series of bonds in an indenture supplemental hereto, all bonds
issued under this Amended and Restated Mortgage Indenture shall be issued
only in the form of registered bonds without coupons and shall be
exchangeable only for registered bonds without coupons of authorized
denominations.  Each holder of a registered bond without coupons issued
under this Amended and Restated Mortgage Indenture, by accepting the same,
waives right to receive a coupon bond in exchange therefor.

      SECTION 1.02.      A series of bonds to be issued hereunder and secured
hereby is hereby created, which shall be designated as, and shall be
distinguished from the bonds of all other series by the title, "First
Mortgage 9.64% Bonds, Series E, due September 1, 2011".  The aggregate
principal amount of the Series E Bonds shall be limited to Four Million
Seven Hundred Thousand Dollars ($4,700,000.00).  The Series E Bonds shall
mature on September 1, 2011.

      The Series E Bonds shall be dated as of the date of authentication
(except that if  any Series E Bond shall be authenticated on any interest
payment date, it shall be dated as of the day next following such interest
payment date); and shall bear interest as provided in Section 1.05 until
maturity at the rate of nine and sixty-four one-hundredths percent (9.64%)
per annum, payable semi-annually on the first day of March and the first
day of September in each year (or, if either of such days shall be a
Saturday, Sunday or legal holiday, on the next following business day),
commencing on the first day of March, 1992, and the balance of such interest
at maturity, with interest at a rate of eleven and sixty-four one-hundredths
percent (11.64%) per annum on any overdue principal and, to the extent
permitted by law, on any overdue installment of interest.  Every Series E
Bond dated prior to March 1, 1992, the first interest payment date for such
bonds, shall bear interest from the date of such bond.  Interest shall be
computed on the basis of a 360-day year composed of twelve 30-day months.

      The principal of, the premium (if any) and the interest on the Series
E Bonds shall be payable at the principal office of the Trustee in the City
of Hartford, Connecticut (or, if there is a successor trustee, at its
principal office), in coin or currency of the United States of America which
at the time of payment is legal tender for public and private debts;
provided, however, that payment of interest and principal on any registered
Series E Bond shall be made by the Company or Trustee to the registered
holder in accordance with Section 4.1 of the Bond Purchase Agreement, dated
as of August 13, 1991 between the Company and the original holder of the
Series E Bonds.

      The text of the Series E Bonds and of the authentication certificate
of the Trustee upon such bonds shall be, respectively, substantially of the
tenor and effect recited with respect thereto in Exhibit A hereto.  The
Series E Bonds shall be issuable to the original purchaser thereof in
denominations of One Hundred Thousand Dollars ($100,000.00), and thereafter
in any multiple of One Thousand Dollars ($1,000.00), shall be numbered
consecutively R-1 and upwards and shall be registered bonds without coupons.

      The Series E Bonds shall be redeemable at the price and on the
conditions stated in the form of the Series E Bonds set forth in Exhibit A
hereto, any such redemption (other than a sinking fund redemption) to be
effected in accordance with the provisions of Article IV of this Amended
and Restated Mortgage Indenture.  Notwithstanding the foregoing, no  Series
E Bonds shall be redeemable on or prior to September 1, 2001.  There shall
be a sinking fund for the retirement of Series E Bonds as more particularly
recited in full in Article V hereof.

      The Series E Bonds shall not be convertible, and shall be exchangeable
only as provided in this Amended and Restated Mortgage Indenture.

      SECTION 1.03.      The bonds of any series other than the Series B
Bonds, Series C Bonds, Series D Bonds and Series E Bonds, at the election
of the Board of Directors as expressed from time to time in one or more
indentures supplemental hereto, may contain such terms and conditions, not
inconsistent with the provisions of this Amended and Restated Mortgage
Indenture, as may be prescribed by the Board of Directors, including,
without limitation, terms and conditions with respect to:  (a)
denominations, (b) interest rate or rates, (c) time or times and place or
places of payment of principal and interest, (d) payment of principal or
interest, or both, without deduction for, or with respect to reimbursement
of, taxes, (e) redemption and redemption prices, (f) a sinking, purchase or
analogous fund and the retirement of such bonds by the operation thereof or
otherwise,  (g) convertibility, and (h) exchangeability.

      SECTION 1.04.      All the bonds issued hereunder shall be executed on
behalf of the Company by the Chairman of the Board, the President or a Vice
President of the Company and its corporate seal (which may be in facsimile,
if permitted by law) shall be thereunto affixed and attested by its
Secretary or an Assistant Secretary.

      In case any of the officers who shall have signed or sealed any bonds
or attested the seal thereon shall cease to be such officers of the Company
before the bonds so signed and sealed shall have been actually authenticated
or delivered by the Trustee or issued  by the Company, such bonds
nevertheless may be authenticated, delivered and issued with the same force
and effect as though the person or persons who signed and sealed such bonds
and attested the seal thereon had not ceased to be such officer or officers
of the Company; and also any such bond may be signed and sealed and the seal
thereon attested, on behalf of the Company, by such persons as at the actual
date of the execution of such bond shall be the proper officers of the
Company, although at the nominal date of such bond any such persons shall
not have been officers of the Company.

      Any bond issued hereunder may bear such numbers, letters other marks
of identification or designation, and may be endorsed with or have
incorporated in the text thereof such legends or recitals in respect of
transferability and in respect of the bond or bonds for which it is
exchangeable, as may be determined by the Board of Directors, with the
approval of the Trustee, and as may be required to comply with the rules
and regulations of any securities exchange upon which the bonds are listed
or may be listed or to conform to any usage with respect thereto.

      SECTION 1.05.      Except in the case of bonds issued pursuant to
Section 1.10, every bond shall be dated as of the date of its authentication
(except that if any bond shall be authenticated on any interest payment date
it shall be dated as of the day next following such interest payment date).
Except as otherwise provided in Section 1.02 with respect to the Series E
Bonds or as otherwise provided in any indenture supplemental hereto with
respect to bonds of a particular series issued thereunder, every bond shall
bear interest from the interest payment date next preceding the date of such
bond (or, if the date of such bond is prior to the first interest payment
date for the bonds of such series, then from a date to be prescribed by the
Board of Directors and set forth in the supplemental indenture expressing
the terms of bonds of such series); provided, however, that upon any
transfer of bonds or any issuance (authorized by this Amended and Restated
Mortgage Indenture or any indenture supplemental hereto) of bonds in
exchange or in substitution for one or more bonds, if the Company at the
time shall be in default in the payment of interest on the bond or bonds
surrendered on such transfer, exchange or substitution the Trustee shall
endorse upon any bond or bonds issued upon such transfer, exchange or
substitution a legend to the effect that the same bear interest from a
specified date, which date shall be the last interest payment date to which
interest has been paid on the bond or bonds so surrendered.

      SECTION 1.06.      The person in whose name any bond shall be
registered on the books of the Company shall be deemed and regarded as the
absolute owner thereof for all purposes of this Amended and Restated
Mortgage Indenture; and payment of or on account of the principal of and
premium (if any) and interest on any such bond shall be made only to or upon
the order in writing, in form satisfactory to the Company and the Trustee,
of such registered owner thereof, but such registration may be changed as
provided herein.  All such payments shall be valid and effectual to satisfy
and discharge the liability upon such bonds to the extent of the sum or sums
so paid.

      SECTION 1.07.      Any bond may be transferred or exchanged upon
surrender thereof  for cancellation at the office or agency specified for
such purpose in such bond or in this Amended and Restated Mortgage Indenture
or any indenture supplemental hereto with respect to bonds of the particular
series, accompanied by such duly executed instruments of transfer as may be
required by the Company and the Trustee, and thereupon the Company shall
issue in the name of the transferee or transferees or in the name of the
person making the exchange, as the case may be, and the Trustee shall
authenticate and deliver, a new bond or bonds of the same series and
maturity, in authorized denominations, for a like aggregate principal amount
and bearing interest from the last interest payment date to which interest
has been paid on the bonds surrendered.  The Trustee shall forthwith cancel
all bonds so surrendered and, on the written request of the Company, deliver
the same to the Company.

      Every exchange or transfer of bonds under the provisions of this
Article I shall be effected in such manner as may be prescribed by the
Company, with the approval of the Trustee, and as may be required to comply
with the rules and regulations of any securities exchange upon which the
bonds are listed or are to be listed or to conform to any usage with respect
thereto.  The Company shall not be required to make exchanges or transfers
of any bond under any provision of this Article I during a period of fifteen
(15) days next preceding any interest payment date, or after the
determination by the Trustee pursuant to the provisions of Section 4.02
hereof that such bond or a portion thereof is to be called for redemption,
or after the first mailing of notice of redemption of such bond, anything
in such bond to the contrary notwithstanding.

      Upon any such exchange or transfer of bonds, the Company may require
the payment of such reasonable charges therefor as it may deem proper, the
payment of which, together with any taxes or other governmental charges
required to be paid with respect to such exchange or transfer, shall be made
by the party requesting the same as a condition precedent to the exercise
of the privilege of such exchange or transfer.

      SECTION 1.08.      In case the Company, pursuant to the provisions of
Article XI, shall be consolidated with or merged into any other corporation,
or all or substantially all of the mortgaged property as an entirety or
substantially as an entirety shall be conveyed or transferred, subject to
the lien of this Amended and Restated Mortgage Indenture, and the successor
corporation resulting from such consolidation, or into which the Company
shall have been merged, or which shall have received a conveyance or
transfer as provided above, shall have executed with the Trustee and caused
to be recorded an indenture pursuant to the provisions of Article XI, any
bonds issued under this Amended and Restated Mortgage Indenture prior to
such consolidation, merger, conveyance or transfer may, from time to time,
at the request of the successor corporation, be exchanged for other bonds
of the same series and maturity, executed in the name and under the seal of
the successor corporation, with such changes in phraseology and form as may
be appropriate, but in substance of like tenor as the bonds surrendered for
such exchange, and of like principal amount; and the Trustee, upon the
request of the successor corporation, shall authenticate bonds as specified
in such request for the purpose of such exchange and shall deliver such
bonds upon surrender of the bonds so to be exchanged therefor.  All bonds
so surrendered shall be accompanied by written instruments of transfer duly
executed by the registered owner or his duly authorized attorney, if deemed
necessary by the Trustee.  The Trustee shall forthwith cancel all bonds so
surrendered and deliver the same to the successor corporation on its written
request.  All bonds so executed in the name and under the seal of the
successor corporation and authenticated and delivered shall in all respects
have the same legal rank and security as the bonds executed in the name of
the Company and surrendered upon such exchange, with like effect as if the
bonds so executed in the name of the successor corporation had been issued,
authenticated and delivered hereunder on the date hereof.

      The Company covenants and agrees that, if additional bonds of any
particular series of which bonds are at the time outstanding shall at any
time be issued in any new name, the Company will provide for the exchange
of any bonds of such series previously issued, at the option of and without
expense to the registered owners thereof, for bonds issued in such new name.

      SECTION 1.09.      Until definitive bonds of any series are ready for
delivery, the Company may execute and, upon request of the Company in
writing, the Trustee shall authenticate and deliver in lieu of any thereof,
and subject to the same provisions,  limitations and conditions, one or more
temporary lithographed, typewritten, mimeographed or printed bonds,
substantially of the tenor of the definitive bonds in lieu of which such
temporary bond or bonds are issued, with such privileges of exchangeability,
in such denomination or denominations (whether or not of denominations
authorized for definitive bonds), with appropriate omissions, variations and
insertions, and in such form (not  inconsistent with the provisions of this
Amended and Restated Mortgage Indenture or of any indenture supplemental
hereto) as the Board of Directors may determine.

      The Company shall, without unnecessary delay and at its own expense,
prepare, execute and deliver to the Trustee, and upon the presentation and
surrender of any such temporary bond or bonds, the Trustee shall
authenticate and deliver in exchange therefor, definitive bonds of the same
series and maturity, for the same aggregate principal amount as, and in the
authorized denominations indicated by the registered owners of, the
temporary bond or bonds so surrendered.  Until exchanged for definitive
bonds, such temporary bond or bonds shall be entitled to the lien and
benefit of this Amended and Restated Mortgage Indenture.  The Trustee shall
forthwith cancel all temporary bonds so surrendered and, on the written
request of the Company, deliver the same to the Company.

      Until definitive bonds are ready for delivery, the registered owner
of any temporary bond or bonds may, with the consent of the Company,
exchange the same, upon the surrender thereof to the Trustee for
cancellation, for a like aggregate principal amount of temporary bonds of
the same series and maturity, in any other authorized denomination or
denominations indicated by him.  The definitive bonds of each series shall
be engraved, lithographed, typewritten, mimeographed or printed, as the
Board of Directors may determine.

      SECTION 1.10.      Upon receipt by the Company and the Trustee of
evidence satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any bond hereby secured and of indemnity
satisfactory to them, and upon surrender and cancellation thereof if
mutilated, the Company may execute, and the Trustee may authenticate and
deliver, a new bond of the same series and maturity of like tenor in lieu
of such lost, stolen, destroyed or mutilated bond.  Such new bond, in the
discretion of the Company, may bear the same serial number as the lost,
stolen, destroyed or mutilated bond in lieu of which it is issued (in which
case the new bond may be marked "Duplicate" or be otherwise distinguished)
or a different serial number, and may bear such endorsement as may be
prescribed by the Company, with the approval of the Trustee, and as may be
required to comply with the rules and regulations of any securities exchange
upon which the bonds are listed or may be listed or to conform to any usage
with respect thereto.   The indemnity of an institutional holder of the
Series E Bonds whose credit is rated investment grade or better by Moody's
Investor Services, Inc. or Standard & Poor's Corporation shall constitute
indemnity satisfactory to the Company and the Trustee for purposes of this
Section 1.10.  The Company may require the payment of a sum sufficient to
reimburse it and the Trustee for all expenses in connection with the issue
of each new bond under this Section 1.10.

      SECTION 1.11.      Subject to the qualifications set forth above, the
bonds to be issued hereunder and the Trustee's authentication certificate
upon such bonds shall be substantially of the tenor and effect recited
above, and no bond shall be secured hereby or entitled to the benefit
hereof, or shall be or become valid or obligatory for any purpose, unless
there shall be endorsed thereon an authentication certificate, substantially
in such form, duly executed by the Trustee; and such authentication
certificate of the Trustee upon any bond shall be conclusive evidence and
the only competent evidence that such bond has been duly issued hereunder
and that the registered owner thereof is entitled to the benefit of the
trust and lien hereby created.

      SECTION 1.12.      Notwithstanding any contrary provisions in this
Amended and Restated Mortgage Indenture, the Company may enter into a
written agreement with any owner of any bond of any series, so long as all
of the bonds of that series may be issued only in the form of registered
bonds without coupons, providing for the payment to such owner of portions
(but not all) of the principal of, the premium, if any, and interest on such
bond at a place other than the place specified in such bond as the place for
such payment without the necessity of presenting the bond for notation
thereon or surrendering the bond for a new bond; provided that (a) if such
agreement permits any such payments to be made by the Company directly to
the owner of such bond, such agreement must be satisfactory to the Trustee
in form and substance, (b) there shall be filed with the Trustee a duplicate
original of such agreement, and (c) such agreement shall provide that in
each case in which payment of principal is so made, such owner shall not
sell, transfer or otherwise dispose of such bond unless he shall have caused
notation to be made thereon of all payments on such bond and the last
interest payment date to which interest has been paid on such bond and prior
to delivery thereof such bond shall have been presented to the Trustee for
inspection or surrendered in exchange for a new bond or bonds for the unpaid
balance of the principal amount thereof.  The Trustee is authorized to
approve, and to act in accordance with, any such agreement and shall not be
liable or responsible to any such owner or to the Company or to any other
person for any act or omission to act on the part of the Company or any such
owner in connection with any such agreement.  For the purpose of this
Section 1.12, the term "owner" shall include, in addition to the registered
owner of any bond or bonds, the purchaser named in any contract with the
Company for the purchase of such bond or bonds or the person or entity for
whom such owner is a nominee.


ARTICLE II.

Issue of Bonds

      SECTION 2.01.      This Amended and Restated Mortgage Indenture creates
a continuing lien to secure the full and final payment of the principal of,
any premium which may be due and payable on and the interest on all bonds
which may, from time to time, be executed, authenticated and delivered
hereunder.  The aggregate principal amount of bonds which may be so
executed, authenticated and delivered hereunder is not limited hereby except
as specifically set forth in this Amended and Restated Mortgage Indenture.

      SECTION 2.02.      At any time after the execution and delivery of this
Amended and  Restated Mortgage Indenture, and upon satisfaction of the
requirements contained in Sections 2.03 and 2.04 hereof and the delivery to
the Trustee of an Opinion of Counsel stating in substance that all such
action in the nature of recording, registering or filing this Amended and
Restated Mortgage Indenture, financing statements under the Uniform
Commercial Code, or any other documents or instruments, in such manner and
in such places as may be required by law in order to establish, preserve
and protect the lien hereof, has been taken, and specifying the details of
such action, the Series E Bonds may be executed by the Company and delivered
to the Trustee, and the Trustee shall thereupon authenticate and deliver the
Series E Bonds to or upon the written order of the Company.

      SECTION 2.03.      Whenever requesting the authentication and delivery
under this Article II of any bonds issuable hereunder, the Company shall
furnish the Trustee, in addition to any other instruments required elsewhere
in this Article II, the following:

      1.    A Certified Resolution requesting the Trustee to authenticate
            and deliver bonds, specifying the series, maturity or (if bonds
            of such series are of serial maturities) maturities and
            principal amount of such bonds to be authenticated and
            delivered, and naming the person or persons to whom or upon
            whose order such bonds shall be delivered.

      2.    In case the bonds to be authenticated and delivered are of any
            series not theretofore created, an indenture supplemental
            hereto (accompanied by a  Certified Resolution authorizing such
            supplemental indenture) designating the new series to be
            created and prescribing, with respect to the bonds of such
            series:

            (a)    the date from which bonds dated prior to the first
                   interest payment date for the bonds of such series shall
                   bear interest;

            (b)    the amount thereof, if limited;

            (c)    to the extent determined by the Board of Directors, the
                   form or forms and the authorized denominations thereof;

            (d)    the date or (if of serial maturities) dates of maturity
                   thereof;

            (e)    the place or places where principal and interest are to
                   be paid;

            (f)    the rate or (if of serial maturities) rates of interest
                   and the date from which, and the date or dates on which,
                   interest is payable;

            (g)    provisions (if any) as to payment of principal or
                   interest, or both, without deduction for, or as to
                   reimbursement of, taxes;

            (h)    provisions (if any) as to redemption and the terms,
                   conditions and manner thereof, which may differ from
                   those set forth in Article IV of this Amended and
                   Restated Mortgage Indenture;

            (i)    provisions (if any) for a sinking, purchase or analogous
                   fund for the retirement of bonds of such series and the
                   terms, conditions and manner thereof, which may differ
                   from those set forth in Article IV, of this Amended: and
                   Restated Mortgage Indenture;

            (j)    provisions (if any) as to convertibility;

            (k)    provisions (if any) as to exchangeability;

            (l)    any other particulars necessary to describe and define
                   such series within the provisions and limitations of this
                   Amended and Restated Mortgage Indenture;

            (m)    any other provisions and agreements in respect thereof
                   which may be for the sole benefit thereof, as provided or
                   permitted in this Amended and Restated Mortgage
                   Indenture; and

            (n)    the text of the bonds of such series.

      All bonds of any such series which may be executed, authenticated and
delivered hereunder shall substantially conform to the provisions of such
supplemental indenture,

      3.    Either (a) a certificate or other official document
            constituting evidence of the authorization, approval or consent
            of any governmental body or bodies at the tine having
            jurisdiction in the premises to the issue of the bonds applied
            for, together with an Opinion of Counsel that the same
            constitutes sufficient evidence thereof and that the
            authorization, approval or consent of no other governmental
            body is required, or (b) an Opinion of Counsel that no
            authorization, approval or consent of any governmental body is
            required.

      4.    An Opinion of Counsel that all instruments furnished the
            Trustee conform to the requirements of this Amended and
            Restated Mortgage Indenture and constitute sufficient authority
            hereunder for it to authenticate and deliver the bonds applied
            for; that all laws and requirements in respect of the form and
            execution of the supplemental indenture, if any is required,
            and the authentication and delivery by the Trustee of the bonds
            applied for have been complied with; that the Company has
            corporate power to issue such bonds and has taken all necessary
            corporate action for that purpose; and that the authentication
            and delivery of the bonds applied for will not make the total
            amount of indebtedness of the Company, as stated in the
            accompanying certificate provided for in paragraph 5 of this
            Section 2.03, exceed the limit of indebtedness of the Company
            fixed by its stockholders or by law, or that there is no limit
            of indebtedness of the Company then fixed by stockholders or by
            law.

      5.    Unless the Opinion of Counsel provided for in the foregoing
            paragraph 4 shall state that there is no limit of indebtedness
            of the Company then fixed by its stockholders or by law, a
            certificate of the Treasurer or an Assistant Treasurer of the
            Company stating that the total amount of indebtedness of the
            Company, including the principal amount of the bonds
            outstanding hereunder and the bonds applied for, does not
            exceed a principal amount which shall be specified in such
            certificate.

      6.    Such instruments of conveyance, assignment and transfer (if
            any) as may be necessary to subject to the lien of this Amended
            and Restated Mortgage Indenture all the right, title and
            interest of the Company in and to the properties of the
            character described in the Granting Clauses of this Amended and
            Restated Mortgage Indenture as subject to the lien hereof and
            which have not previously been specifically conveyed,  assigned
            or transferred to the Trustee.

      SECTION 2.04.      In addition to the bonds authorized to be issued
pursuant to other provisions of this Article II, the Company may from time
to time hereafter, upon compliance with the provisions of Section 2.03 and
the provisions of this Section 2.04, execute and deliver to the Trustee,
and the Trustee shall thereupon authenticate and deliver to or upon the
written order of the Company, bonds hereby secured for an aggregate
principal amount which, when added to the principal amount of bonds
outstanding under this Amended and Restated Mortgage Indenture and the
principal amount of all other outstanding Long Term Debt of the Company
after giving effect to the application of the proceeds from the sale of such
new bonds, will not (without the consent, as provided in Section 3.19, of
the registered owners of at least a majority in principal amount of bonds
of each series then outstanding) exceed sixty-five percent (65%) of the
Total Capitalization of the Company, all as evidenced by a Capitalization
Certificate prepared and computed in accordance with the following paragraph
1 of this Section 2.04.  Bonds shall be authenticated and delivered by the
Trustee pursuant to this Section 2.04 only upon receipt by the Trustee, in
addition to the resolutions, opinions, certificates and instruments provided
for in Section 2.03, of the following:

      1.    A certificate (hereinafter called a "Capitalization
            Certificate"), signed by the Chairman of the Board, the
            President or a Vice President and by the Treasurer or as
            Assistant Treasurer of the Company, setting forth the following
            information on the basis of the balance sheet of the Company as
            at the end of its last fiscal quarter ended at least sixty (60)
            days before the date on which the Capitalization Certificate is
            delivered (provided however,  that all calculations in a
            Capitalization Certificate (i) shall give effect to any changes
            in indebtedness or equity securities of the Company that are
            accomplished between the date of such balance sheet and the
            time of the action under this Amended and Restated Mortgage
            Indenture in connection with which the Capitalization
            Certificate is delivered, (ii) shall except from Long Term Debt
            of the Company any thereof for the payment or redemption of
            which moneys in the necessary amount have been irrevocably set
            aside in trust by the Company or deposited with the Trustee or
            with the trustee or other holder of a mortgage or other lien
            securing any such Long Term Debt, and (iii) in making all
            calculations of surplus, shall make no additions for any
            credits to surplus made after December 31, 1990, for the write-
            up of any asset, and shall make no deductions for any charges
            to surplus made after December 31, 1990, for the write-down or
            write-off of the excess of the carrying value of any properties
            over the original cost of such properties when first devoted to
            public use):

            (a)    the aggregate principal amount of bonds outstanding,
                   under this Amended and Restated Mortgage Indenture;

            (b)    the aggregate principal amount of all outstanding Long
                   Term Debt of the Company other than that issued under
                   this Amended and Restated Mortgage Indentures;

            (c)    the aggregate principal amount of the bonds for the
                   authentication and delivery of which application is being
                   made;

            (d)    the total of the sums stated in subparagraphs (a), (b)
                   and (c);

            (e)    the total of the par or stated value of all outstanding
                   capital stock of the Company and all paid-in premiums
                   thereon;

            (f)    all paid-in surplus, capital surplus, earned surplus and
                   any other surplus accounts of the Company, which shall
                   include the equity of the Company in the undistributed
                   earnings (to the extent such earnings are available for
                   distribution) of any subsidiary of the Company since the
                   date of its acquisition by the Company;

            (g)    the total of the sums stated in subparagraphs (d), (e)
                   and (f), which shall be the Total Capitalization of the
                   Company;

            (h)    sixty-five percent (65%) of the Total Capitalization of
                   the Company;

            (i)    that, after giving effect to the issuance of the bonds
                   applied for and the application of the proceeds from the
                   sale of such bonds, the aggregate principal amount of all
                   outstanding Long Term Debt of the Company (as stated in
                   subparagraph (d) above) will not exceed sixty-five
                   percent (65%) of its Total Capitalization; and

            (j)    that, to the best of the knowledge and belief of the
                   signers, no default exists on the part of the Company in
                   the performance of any of the terms or covenants of the
                   Amended and Restated Mortgage Indenture.

      SECTION 2.05.      In addition to the bonds authorized to be issued
pursuant to other provisions of this Article II, the Company may from time
to time hereafter, upon compliance with the provisions of Section 2.03,
execute and deliver to the Trustee, and the Trustee shall thereupon
authenticate and deliver to or upon the written order of the Company, bonds
hereby secured, upon the deposit with the Trustee of an amount in cash equal
to the amount of the principal of the bonds so requested to be authenticated
and delivered and upon receipt by the Trustee of a certificate, signed by
the Chairman of the Board, the President or a Vice President and the
Treasurer or an Assistant Treasurer of the Company, stating that, to the
best of the knowledge and belief of the signers, no default exists on the
part of the Company in the performance of any of the terms or covenants of
this Amended and Restated Mortgage Indenture.  Moneys so deposited shall be
held by the Trustee as part of the trust estate; and the Trustee shall pay
over to the Company, out of the moneys so deposited, an amount up to the
excess of sixty-five percent (65%) of the Total Capitalization of the
Company over the aggregate principal amount of all outstanding Long Term
Debt of the Company, upon receipt by the Trustee of a written order of the
Company and a Capitalization Certificate prepared and computed in accordance
with paragraph 1 of Section 2.04, except that, in place of the statement
there prescribed for subparagraph (i), the Capitalization Certificate
delivered pursuant to this Section 2.05 shall state the amount to be paid
over to the Company pursuant hereto and that such amount is not more than
the excess of sixty-five percent (65%) of the Total Capitalization of the
Company over the aggregate principal amount of all outstanding Long Term
Debt of the Company.  Any moneys deposited with the Trustee under the
provisions of this Section 2.05 and not withdrawn by the Company shall, at
the request of the Company, be applied by the Trustee to the purchase or
redemption of bonds issued hereunder, in the manner and to the extent
provided in Section 7.03 and, if not so applied, shall, upon the happening
of the conditions specified in Section 7.04, be applied by the Trustee to
the purchase or redemption of bonds issued hereunder, in the manner, to the
extent and subject to the conditions provided in Section 7.04.

      SECTION 2.06.      In addition to the bonds authorized to be issued
pursuant to other provisions of this Article II, the Company may from time
to time hereafter, upon compliance with the provisions of Section 2.03,
execute and deliver to the Trustee, and the Trustee shall thereupon
authenticate and deliver to or upon the written order of the Company, bonds
hereby secured, upon the satisfaction, discharge and cancellation of, or
for the purpose of paying, redeeming or refunding, any bonds theretofore
issued under any of the provisions of this Amended and Restated Mortgage
Indenture or under the original Indenture (if any); provided, however, that
no bonds shall be authenticated and delivered in excess  of the principal
amount of the bonds so satisfied, discharged and canceled or so to be paid,
redeemed or refunded; and provided further that no bonds shall be so
authenticated and delivered on the basis of bonds satisfied, discharged or
canceled prior to the last date on which any bonds have been authenticated
and delivered or moneys withdrawn or property released under any provisions
of this Amended and Restated Mortgage Indenture requiring a Capitalization
Certificate to be delivered to the Trustee in connection therewith, unless
such action could have been taken under such provisions if such bonds had
been outstanding at such date; and provided further that bonds shall be so
authenticated and delivered only upon receipt by the Trustee, in addition
to the resolutions, opinions, certificates and instruments provided for in
Section 2.03, of the following:

      1.    A Certified Resolution specifying the bonds theretofore
            authenticated and delivered hereunder or under the original
            Indenture (if any) which have been, or prior to or
            simultaneously with the authentication and delivery of such
            additional bonds are to be, satisfied, discharged and canceled,
            or for the  payment, redemption or refunding of which such
            additional bonds are to be authenticated and delivered.

      2.    Either (a) (i) the bonds specified in the resolution mentioned
            in paragraph 1 of this Section 2.06, canceled (unless such
            bonds shall have been previously cremated by the Trustee), or
            (ii) in the case of bonds theretofore authenticated and
            delivered under the Original Indenture (if any), a certificate
            of the trustee thereunder to the effect that the bonds
            specified in the resolution mentioned in paragraph 1 of this
            Section 2.06 have been satisfied, discharged and canceled,
            which bonds, in each case, shall be equal in principal amount
            to the principal amount of the bonds the authentication and
            delivery of which is requested on the basis thereof, or (b) in
            lieu of any or all of the bonds specified in such resolution,
            or in lieu of such certificate, respectively, (i) in the case
            of bonds theretofore authenticated and delivered under this
            Amended and Restated Mortgage Indenture, an amount in cash
            equal to the principal amount, with interest thereon to
            maturity, of such bonds or, to the extent that such bonds are
            subject to redemption and notice of redemption thereof shall
            have been duly given or provision satisfactory to the Trustee
            shall have been made therefor, equal to the redemption price of
            such bonds, including interest thereon to the date fixed for
            redemption, or (ii) in the case of bonds theretofore
            authenticated and delivered under the Original Indenture (if
            any), a certificate of the trustee thereunder to the effect
            that such an amount in cash has been irrevocably deposited with
            such trustee to effect their redemption or payment at maturity
            and, in the case of redemption, that notice of redemption has
            been duly given or provision satisfactory to such trustee has
            been made therefor.

      3.    A certificate, signed by the Chairman of the Board, the
            president or a Vice president and the Treasurer or an Assistant
            Treasurer of the Company, stating in substance:

            (a)    that none of such bonds was purchased, paid or redeemed
                   by or through the operation of any insurance provision
                   hereof or the Original Indenture (if any), or with the
                   proceeds of the sale of or insurance upon any property
                   subject to the lien hereof or of the Original Indenture
                   (if any), or through the operation of any sinking,
                   purchase or analogous fund or any other fund established
                   hereby or by the Original Indenture (if any), or pursuant
                   to the  provisions hereof or of the Original Indenture
                   (if any), or of any indenture supplemental hereto or
                   thereto, or by the application of moneys pursuant to the
                   provisions of Section 2.05, 6.06, 7.03 or 7.04 of this
                   Amended and Restated Mortgage Indenture, or pursuant to
                   equivalent provisions of the Original Indenture (if any);
                   and

            (b)    that, to the best of the knowledge and belief of the
                   signers, no default exists on the part of the Company in
                   the performance of any of the terms or covenants of this
                   Amended and Restated Mortgage Indenture.

      In the event of the deposit with the Trustee of moneys pursuant to
the provisions of this Section 2.06, the Company shall, from time to time,
upon delivery to the Trustee for cancellation of any of the bonds, in
respect of which such deposit shall have been made, be entitled to receive
from the Trustee the moneys held by it in respect of such bonds; and all
such bonds so delivered to the Trustee shall be forthwith canceled by it
and, on the written request of the Company, delivered to the Company.  All
moneys deposited  with the Trustee under the provisions of this Section 2.06
shall, unless so repaid to the Company, be applied by the Trustee to the
redemption on or after the redemption date or to the payment at or after
maturity, as the case may be, of the bonds in respect of which such moneys
were deposited, but only upon presentation of the same for such redemption
or payment.

      SECTION 2.07.      Any of the bonds at any time issued under this
Amended and Restated Mortgage Indenture may from time to time, at the
request of the Company, expressed by resolution of the Board of Directors,
and with the consent of the registered owners of such bonds, be exchanged
for bonds of one or more other series issuable hereunder of an equal
aggregate principal amount, and the Trustee, upon the request of the
Company, shall authenticate bonds as specified in such request for the
purpose of such exchange and shall deliver them upon surrender of the bond
or bonds so to be exchanged therefor, but only upon receipt by the Trustee
of the resolutions, opinions, certificates and instruments provided for in
Section 2.03 and of a certificate conforming to the requirements of
paragraph 3 of Section 2.06 with respect to the bonds so surrendered and
stating that, to the best of the knowledge and belief of the signers, no
default exists on the part of the Company in the performance of any of the
terms or covenants of this Amended and Restated Mortgage Indenture.  The
Trustee shall forthwith cancel all bonds so surrendered and, on the written
request of the Company, deliver the same to the Company.

      SECTION 2.08.      The resolutions, certificates, opinions and other
instruments provided for in this Article II may be accepted by the Trustee
as conclusive evidence of the facts and conclusions stated therein and shall
be full warrant, protection and authority to the Trustee for the
authentication and delivery of bonds or the release of moneys hereunder but,
before authenticating and delivering any bonds or releasing any moneys under
any provision of this Article II, the Trustee may, and upon the written
request of the registered owners of not less than twenty-five percent (25%)
in principal amount of the bonds then outstanding hereunder and upon being
furnished with reasonable security and indemnity shall, cause to be made
such independent investigation as it may see fit and, in that event, may
decline to authenticate and deliver such bonds or release such moneys unless
satisfied by such investigation of the truth and accuracy of the matters so
investigated.  The expense of such investigation shall be paid by the
Company or, if paid by the Trustee, shall be repaid by the Company upon
demand with interest at a rate per annum (computed on the basis of a year
of 365 or 366 days, as the case may be) for each day equal to the Base Rate
for such day, such interest rate to change automatically from time to time
effective as of the effective date of each change in the Base Rate.  The
"Base Rate", as used in this Amended and Restated Mortgage Indenture, shall
mean the interest rate per annum announced from time to time by The
Connecticut National Bank as its prime rate.


ARTICLE III.

Particular Covenants of the Company

      The Company hereby covenants and agrees:

      SECTION 3.01.      That it is lawfully seized and possessed of all real
estate, franchises and other property herein described or referred to as
presently mortgaged hereby, that upon the first issue of any bonds hereunder
such real estate, franchises and other property will be free and clear of
any lien except Permitted Encumbrances and as set forth in the Granting
Clauses hereof, and that it has good right and lawful authority to mortgage
the same as provided in and by this Amended and Restated Mortgage Indenture.

      SECTION 3.02.      That it will promptly pay or cause to be paid the
principal of, any premium which may be due and payable on and the interest
on all the bonds issued hereunder according to the terms thereof, and that,
if any coupon bonds shall ever be issued under this Amended and Restated
Mortgage Indenture pursuant to a supplemental indenture authorizing the
issuance of such bonds, (a) the coupons attached to such bonds shall be
canceled as they are paid, (b) coupons shall not be kept alive after
maturity by extension thereof or by the purchase thereof by or on behalf of
the Company, and (c) no coupon appertaining to any bond hereby secured which
in any way at or after maturity shall have been transferred or pledged
separate or apart from the bond to which it relates, or which shall in any
manner have been kept alive after maturity by extension or by the purchase
thereof by or on behalf of the Company, shall be entitled, in case of a
default hereunder, to any benefit of or from this Amended and Restated
Mortgage Indenture, except after the prior payment in full of the principal
of, as premium which may be due and payable on the bonds issued hereunder
and of all coupons and interest obligations not so transferred, pledged,
kept alive, extended or purchased, notwithstanding any provisions of this
Amended and Restated Mortgage Indenture regarding the equality of security
hereby afforded to bondholders or any provisions of Article VIII regarding
the application of sale proceeds and other moneys by the Trustee.

      SECTION 3.03.      That it will maintain an office or agency in the
State of Connecticut, so long as any bonds are outstanding hereunder, where
notices, presentations and demands to or upon it in respect of this Amended
and Restated Mortgage Indenture or such bonds may be given or made; that it
will maintain an office or agency for the payment of the principal of, any
premium which may be due and payable on and the interest on any bonds at
the time outstanding in any place or places where such principal, premium
or interest shall be payable; that it will keep books for the registration
and transfer of bonds at an office or agency in such place or places as are
specified in such bonds, or in any indenture supplemental hereto with
respect thereto, as the place or places where such bonds are registered or
transferable; that such books shall be open to inspection by the Trustee at
all reasonable times; and that it will lodge from time to time with the
Trustee notice of designation and of any change of any such office or
agency.

      SECTION 3.04.      That it will duly pay and discharge or cause to be
paid and discharged, as the same shall become due and payable, all real
estate and personal property taxes, assessments and other governmental
charges lawfully levied and imposed upon the mortgaged premises, including
the franchises, earnings and business of the Company, and will duly observe
and conform to all valid requirements of any governmental authority relative
to any of the mortgaged property and all covenants, terms and conditions
upon or under which any property, rights or franchises covered hereby are
held; that it will not suffer any mechanic's, laborer's, statutory or other
lien to be hereafter created and remain upon such property, or any part
thereof, or the income therefrom, except Permitted Encumbrances; and that
it will not default in the performance of any of its obligations with
respect to any purchase money mortgage, vendor's lien or other lien on
property of the Company if such default will endanger the security afforded
by this Amended and Restated Mortgage Indenture; provided, however, that
nothing contained in this Section 3.04 shall be deemed to require the
Company to pay or cause to be paid any such tax, assessment or charge or to
satisfy any such lien so long as the Company in good faith shall contest or
cause to be contested the validity thereof, provided the security afforded
by this Amended and Restated Mortgage Indenture shall not be endangered by
any sale or otherwise on account thereof.

      SECTION 3.05.      That it will keep or cause to be kept all property
which is at any time covered by this Amended and Restated Mortgage
Indenture, and which is not fireproof and is of a character usually insured
by companies similarly situated, insured by reputable insurance companies
or associations against loss or damage by fire, to such amount as such
property is usually insured by companies similarly situated, any one loss
in excess of Four Hundred Thousand Dollars ($400,000.00) to be made payable
to the Trustee or to the trustee or other holder of any lien on such
property prior to the lien of this Amended and Restated Mortgage Indenture
as the interests of the Trustee and of such trustee or other holder may
appear.  The proceeds of any insurance on any part of the mortgaged property
which may be received by the Trustee shall be held and applied by it as
hereafter provided in Article VII.  The Company shall, however, be at
liberty to appropriate, set aside and maintain out of its earnings or
surplus an insurance reserve fund, in such amount as from time to time shall
be determined by the Board of Directors, to be held and applied in making
good fire losses, and such reserve fund shall be deemed for the purpose of
this Section 3.05 the equivalent of policies of fire insurance aggregating
an amount equal to the principal of the fund.

      SECTION 3.06.      That it will at all times maintain, preserve and
keep or cause to be maintained, preserved and kept the mortgaged premises,
and every part thereof, with the appurtenances and every part and parcel
thereof, in good repair, working order and condition, and will from time to
time make or cause to be made all needful and proper repairs and renewals,
replacements and substitutions, so that at all times the efficiency of the
property hereby mortgaged shall be preserved and maintained and, subject to
the provisions hereof, will maintain its corporate existence and will use
its best efforts to maintain, preserve and renew all the rights, powers,
privileges and franchises owned by it so long as the same are necessary for
the efficient operation of its utility business.

      SECTION 3.07.      That it will at all times take or cause to be taken
all such action in the nature of filing, recording, re-filing and re-
recording this Amended and Restated Mortgage Indenture, any supplemental
indenture, financing statements under the Uniform Commercial Code, or any
other documents or instruments, in such manner and in such places as may be
required by law in order to establish, preserve and protect the lien
intended to be created hereby and by any and all supplemental indentures to
the fullest extent possible.

      SECTION 3.08.      That, if it shall fail to perform or cause to be
performed any of the covenants contained in Sections 3.04, 3.05, 3.06 and
3.07 hereof, the Trustee (or any receiver appointed in any action or
proceeding for the foreclosure hereof or for the enforcement of the rights
of the Trustee or of the bondholders under this Amended and Restated
Mortgage Indenture) may make advances to perform the same on its behalf
(which advances shall be made by the Trustee if requested in writing so to
do by the holders of not less than Twenty-Five percent (25%) in principal
amount of the bonds then outstanding and furnished with funds for the
purpose); and the Company hereby agrees to repay on demand all sums so
advanced on its behalf, with interest at the Base Rate, and all sums so
advanced with interest as provided above shall be secured hereby having the
benefit of the lien hereby created in priority to the indebtedness evidenced
by the bonds; but no such advance shall be deemed to relieve the Company
from any default hereunder.

      SECTION 3.09.      That it will upon reasonable request execute and
deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectually the purposes
of this Amended and Restated Mortgage Indenture, and in particular (without
in any way limiting the generality of the foregoing)  to make subject to
the lien hereof any property hereafter acquired by it (except property of
the character herein specifically excepted from the lien hereof), to
transfer to any successor trustee or trustees the estate, powers,
instruments and funds held in trust hereunder and to confirm the lien of
this Amended and Restated Mortgage Indenture with respect to any series of
bonds issued or to be issued hereunder.  No failure to request such further
instruments or further acts shall be deemed a waiver of any right to the
execution and delivery of such instruments or the doing of such acts or be
deemed to affect the interpretation of any provisions of this Amended and
Restated Mortgage Indenture.

      SECTION 3.10.      That it will at all times keep proper books of
record and account in which full, true and correct entries of its
transactions will be made in accordance with the rules and regulations of
the regulatory authority or authorities having jurisdiction over the Company
or, in the absence thereof, in accordance with generally accepted accounting
principles, and that it will at its own expense:

      (a)   upon the written request of the Trustee, permit the Trustee, by
            its agents and attorneys, to examine all of the books of
            account, records, reports and other papers of the Company and
            to take copies and extracts therefrom and to examine the plans
            and properties of the Company; and

      (b)   within ninety (90) days after the end of each fiscal year of
            the Company, furnish to the Trustee and each holder of Series
            E Bonds (i) a certificate of an officer of the Company stating
            that the Company is not in default in its obligations under
            this Amended and Restated Mortgage Indenture, and (ii)
            financial statements presenting fairly the financial condition
            of the Company as at the end of, and its earnings and expenses
            for, such fiscal year,  certified by the Treasurer or an
            Assistant Treasurer of the Company or, at the election of the
            Company, by a firm of independent accountants selected by the
            Company.

      The Trustee, however, shall be under no duty to make any such
examination unless requested to do so by the registered owners of not less
than ten percent (10%) in principal amount of the outstanding bonds and
furnished with reasonable security and indemnity covering such examinations,
nor shall the Trustee have any duty with respect to any such financial
statements when received except to retain the same in its files and to
exhibit the same to any bondholder requesting an inspection thereof.

      SECTION 3.11.      That, in case it shall hereafter create any mortgage
upon the property subject to the lien of this Amended and Restated Mortgage
Indenture or any part thereof, such mortgage shall be and shall be expressed
to be subject to the prior lien of this Amended and Restated Mortgage
Indenture for the security of all bonds then issued or thereafter to be
issued hereunder.  This provision shall not be deemed, however, to prevent
the creation of purchase money mortgages having liens prior to the lien of
this Amended and Restated Mortgage Indenture on property hereafter acquired
by the Company.

      SECTION 3.12.      That it will not issue, or permit to be issued, any
bonds hereunder in any manner other than in accordance with the provisions
of this Amended and Restated Mortgage Indenture and the agreements in that
behalf herein contained, and will not suffer or permit any default to occur
under this Amended and Restated Mortgage Indenture, but will faithfully
observe and perform or cause to be observed and performed all the
conditions, covenants and requirements hereof.

      SECTION 3.13.

      (A)   1.     Upon the written request of the registered owners of not
                   less than a majority in principal amount the bonds at the
                   time outstanding under this Amended and Restated Mortgage
                   Indenture, the Company, at its own expense, will promptly
                   appoint an independent engineer, selected by the Board of
                   Directors and satisfactory to the Trustee, to make an
                   inspection of the Company's utility property and, within
                   a reasonable time after his appointment, to report in
                   writing to the Company and to the Trustee whether or not
                   the Company's utility property, as an operating system,
                   has been maintained in reasonably good repair, working
                   order and condition; provided that the Company shall not
                   be obligated to make any such appointment if less than
                   five (5) years has elapsed since the last previous such
                   appointment; and provided further that, in lieu of making
                   such appointment, the Company may furnish to the Trustee
                   a report in writing, dated within five (5) years prior to
                   such request, of an independent engineer of recognized
                   standing to the effect that the Company's utility
                   property, as an operating system, has been maintained in
                   reasonably good repair, working order and condition. A
                   copy of such written request shall be furnished promptly
                   to the Trustee by the Company.  If, while the Company is
                   required to do so, it shall fail to appoint an
                   independent engineer within one hundred twenty  (120)
                   days following the receipt of such written request, the
                   Trustee shall itself select an independent engineer to
                   make such inspection and report.

            2.     Upon receipt by the Company of such report of such
                   independent engineer appointed hereunder, the report
                   shall be presented to the Trustee.  The Trustee shall
                   mail a copy of such report to each registered owner of
                   not  less than ten percent (10%) in principal amount of
                   the bonds of any series at the time outstanding and shall
                   retain one copy on file at its office, open to inspection
                   by any registered owner at any reasonable time.  If such
                   independent engineer shall report that the Company's
                   utility property, as an operating system, has not been
                   maintained in reasonably good repair, working order and
                   condition, he shall specify in his report the character
                   and extent of, and the estimated cost of making good the
                   deficiencies in such maintenance, and, if longer than one
                   year, the time reasonably necessary to make good such
                   deficiencies.  Such report of such independent engineer
                   shall be conclusive evidence of the facts and conditions
                   therein set forth, and the Trustee shall be fully
                   protected in relying thereon.

            3.     The Company shall, with all reasonable speed, do such
                   maintenance work as may be necessary to make good such
                   maintenance deficiencies, if any, as shall have been
                   specified in such report.

            4.     One year from the date of any such report which specified
                   any maintenance deficiency (or at the end of such longer
                   period as may be specified in such report to be
                   reasonably necessary for the purpose of correcting such
                   maintenance deficiency), such independent engineer (or,
                   in the case of his refusal or inability to act, another
                   independent engineer appointed by the Company or the
                   Trustee in like manner) will report in writing to the
                   Company and the Trustee whether such maintenance
                   deficiency has been made good.  If and only if he reports
                   that such maintenance deficiency has not been made good,
                   the Company shall be deemed to have defaulted in the due
                   performance of the covenants contained in paragraph 3 of
                   this subdivision (A) and in Section 3.06.  Such report of
                   such independent engineer shall be conclusive evidence of
                   the facts and conditions therein set forth, and the
                   Trustee shall be fully protected in relying thereon.

            5.     All expenses incurred pursuant to the foregoing
                   provisions of this subdivision (A) shall be borne by the
                   Company.

            6.     The Company shall not at any time be required to do any
                   maintenance work which shall at the time be contrary to
                   or in violation of any applicable law, regulation, order
                   or directive of any governmental authority having
                   jurisdiction in the premises.

      (B)   The Company shall accrue upon its books a reserve for
depreciation at a rate or rates fixed by the Company and acceptable to the
regulatory authority having jurisdiction over the Company.

      SECTION 3.14.      That it will not hereafter issue any debt is secured
by a lien senior to the lien of this Amended Restated Mortgage Indenture
upon the mortgaged property or that is in any other way senior to the bonds
issued under this Amended and Restated Mortgage Indenture, except as
provided in Section 3.11 with respect to purchase money mortgages.

      SECTION 3.15.      That, as provided in Section 2.04, the Company will
not issue, and the Trustee shall not authenticate, additional bonds under
Sections 2.03, 2.04, 2.05 or 2.06 of this Amended and Restated Mortgage
Indenture if, after giving effect to the issuance thereof and the
application of the proceeds from the sale thereof, the aggregate principal
amount of all outstanding Long Term Debt of the Company would exceed sixty-
five percent (65%) of its Total Capitalization.

      SECTION 3.16.      That no dividends shall be declared or paid on any
shares of common stock of the Company, nor shall any shares of common stock
of the Company be purchased or redeemed or otherwise acquired or retired by
the Company, if immediately after or as a result of any such declaration,
payment, purchase or redemption or other acquisition or retirement the sum
of the aggregate of all such declarations, payments, purchases or other
acquisitions made subsequent to January 1, 199l exceeds the aggregate of
(a) Two Hundred Fifty Thousand Dollars ($250,000.00), plus (b) ninety
percent (90%) of net earnings of the Company available for dividends
accumulated subsequent to January 1, 1991 but after deducting Direct Income
From the Sale of Real Property (as such term is defined in Article XVII
hereof), plus (c) one hundred percent (100%) of the Direct Income From the
Sale of Real Property accumulated subsequent to January 1, 1991.

      In computing the amount of such declarations, payments, purchases or
other acquisitions made subsequent to January 1, 1991, the Company may
credit against such declarations,  payments, purchases or other acquisitions
the net cash consideration received upon the sale subsequent to January 1,
1991 of stock of any class of the Company.

      The Company may declare and pay dividends payable solely in stock of
the Company or make other distributions in respect of the stock of the
Company if such distributions are made solely in stock of the Company.

      For the purposes of this Section 3.16, all determinations of net
earnings shall be made in accordance with the rules and regulations of any
governmental body or agency under the jurisdiction of which the Company may
be operating, or if there be no such agency or no such rules or regulations,
then in accordance with generally accepted accounting principles.

      SECTION 3.17.      (a) That the Company shall not issue and the Trustee
shall not authenticate additional bonds under Sections 2.03, 2.04, 2.05 or
2.06 of this Amended and Restated Mortgage Indenture unless the net earnings
of the Company, as calculated in accordance with the method described below
for the certificate of Required Net Earnings, has been equal to at least one
hundred seventy-five percent (175%) of the aggregate annual interest charges
on all bonds outstanding under this Amended and Restated Mortgage Indenture
immediately after such bonds are issued.  The Company shall meet the
requirements of this Section 3.17 by delivering to the Trustee (together
with the resolutions, opinions, certificates and instruments provided for
in Sections 2.03 and 2.04) a "Certificate of Required Net Earnings" which
shall state in substance that the net earnings of the company, calculated
as hereinafter provided, for a period of twelve (12) consecutive calendar
months within the fifteen (15) calendar months immediately preceding the
first day of the month in which the additional bonds are to be issued by the
Trustee has been equal to at least one hundred seventy-five percent (175%)
of the aggregate annual interest charges on all bonds of the Company to be
outstanding under this Amended and Restated Mortgage Indenture immediately
after such bonds are issued; provided, however, that in all calculations of
such net earnings effect shall be given to the issue or retirement of any
bonds that will be accomplished prior to or on the date of such issue.  The
Certificate of Required Net Earnings shall be signed by the Chairman of the
Board, the president or a Vice President and by the Treasurer or an
Assistant Treasurer of the Company, shall set forth the amount of the net
earnings of the Company for such twelve (12) month period, shall itemize by
issue and series the bonds so to be outstanding and state the aggregate
principal amount of each such issue and series and the interest charges
thereon for a period of one year and shall itemize each item to be deducted
from total income of the Company as described below.  The Certificate of
Required Net Earnings shall show the method of calculation of such net
earnings to be as follows:

            From the total revenues (except amortization of premium
      on debt), whether credited to surplus or otherwise, of the
      Company, from all sources (which shall not include earnings or
      losses from the sale of capital assets other than the Excluded
      Real Property but shall include as a credit interest charged to
      construction) for the period in question, there shall be
      deducted (i) all operating and nonoperating expenses and
      charges, including maintenance and depreciation as is
      determined by its Board of Directors in accordance with
      established practice of the Company; (ii) Direct Income From
      the Sale of Real property; (iii) taxes (except as hereinafter
      provided) and rentals paid or accrued in respect of the
      properties, license fees and franchise taxes paid or accrued;
      and (iv) taxes based upon gross income, gross revenues or gross
      receipts, but excluding from such deductions from revenues (a)
      Federal and State taxes based on net income paid or accrued,
      (b) interest charges on indebtedness of the Company, (c)
      amortization of debt discount and expense, (d) write-downs of
      property or other adjustments, and (e) similar items.  Any
      increase or decrease in gross revenues of the Company
      attributable to higher and lower rates that have been in effect
      for less than the full twelve (12) month period on which such
      calculation is based shall be annualized, and there shall also
      be annualized such related fixed expenses and charges as are
      known to the principal officers of the Company.

            In case, within or after the period for which the
      computation of net earnings of the Company is made, the Company
      shall have acquired any property (including an acquisition by
      merger), such acquired property may be treated as having been
      owned by the Company for the whole of such period of
      computation and the net earnings thereof for such period may,
      at the option of the Company, be included in the net earnings
      of the Company, and there shall be excluded, in computing such
      net earnings, an amount equal to the net earnings estimated by
      the Company to be applicable to any property sold or disposed
      of by the Company after the beginning of such period of
      computation.

      (b)   Except as otherwise provided herein, for the purposes of this
            Section 3.17, all determinations of net earnings shall be made
            in accordance with the rules and regulations of any
            governmental body or agency under the jurisdiction of which the
            Company may be operating, or if there be no such agency or no
            such rules or regulations, then in accordance with generally
            accepted accounting principles.

      (c)   The provisions of this Section 3.17 shall not limit the power
            of the Company to issue, nor the Trustee to authenticate, bonds
            under the provisions of Section 1.04 - 1.11, inclusive, of this
            Amended and Restated Mortgage Indenture in connection with
            exchanges and transfers.

      SECTION 3.18.      That the recitals of fact and the statements
contained in this Amended and Restated Mortgage Indenture are true in all
material respects.

      SECTION 3.19.      With the written consent of the registered owners
of not less than a majority in principal amount of the bonds then
outstanding under this Amended and Restated Mortgage Indenture, compliance
with any provision of any covenant, agreement or condition of this Article
III (except for Section 3.02) or any other provision of this Amended and
Restated Mortgage Indenture, may be waived, either generally or in
particular instances, on behalf of the registered owners of all bonds then
outstanding; provided, however, that if such consent shall pertain to
Sections 2.04 or 3.11 through 3.17 no such consent shall be effective unless
also consented to in writing by the registered owners of not less than a
majority in principal amount of bonds of each series then outstanding.  Any
act or thing which the Company may do or omit to do in accordance with any
such consent shall not be deemed to constitute a violation or a default
under this Amended and Restated Mortgage Indenture.  Any such written
consent may be given either before or after the time for compliance with
such provision of this Amended and Restated Mortgage Indenture, shall be
filed with the Trustee and shall be binding on all registered owners of all
bonds then or at any time thereafter outstanding.  Notwithstanding the
foregoing, compliance with any Exclusive Benefit Covenant (as such term is
defined in Article XVII) may also be waived by the registered owners of such
percentage (which, unless otherwise provided in the supplemental indenture
establishing the Exclusive Benefit Covenant, shall be sixty-six and two-
thirds percent (66-2/3%) of any one or more series of the bonds as may be
specified in such supplemental indenture without any requirement for the
waiver by the registered owners of any other series of bonds outstanding
under this Amended and Restated Mortgage Indenture.


ARTICLE IV.

Redemption of Bonds

      SECTION 4.01.      The Company reserves the right to redeem all or any
part of the Series E Bonds issued hereunder as stated in Section 1.02 at
the price and on the conditions stated in the form of Series E Bonds set
forth in Exhibit A hereto.  In the creation of each particular series of
bonds issued hereunder other than the Series E Bonds, the Company may
reserve the right to redeem and pay prior to their fixed maturity all or
any part of the bonds of such series at such time or times, and from time
to time, and on such terms as the Board of Directors may determine and as
shall be appropriately expressed in the bonds of such series and in the
supplemental indenture with respect to the bonds of such series.

      SECTION 4.02.      In case the Company shall desire to exercise such
right of redemption of all or any part of the bonds in accordance with the
right so reserved by it, it shall obtain such authorization, approval or
consent of any governmental bodies at the time having jurisdiction in the
premises as may at the time be required, and shall, at least Twenty-Five
(25) days prior to the date fixed for redemption, by first-class mail,
postage prepaid, to the registered owners of the bonds to be redeemed, at
their addresses as the same shall appear, if at all, upon the registry books
of the Company, a notice to the effect that the Company has elected to
redeem all the bonds or a part thereof, as the case may be, on a date
therein designated, specifying, in the case of the redemption of less than
all series, the series designations of the bonds to be redeemed and, in the
case of the redemption of less than all of the outstanding bonds of a
series, the distinctive numbers of the bonds to be redeemed, and in every
case stating that on such date there will become and be due and payable upon
each bond so to be redeemed, at the principal office of the Trustee, the
principal thereof, together with the accrued interest to such date, with
such premium, if any, as is due payable on such bond upon such redemption,
and that from and after such date interest thereon will cease to accrue.
If provision shall be made in respect of any series for any additional
condition to the redemption of bonds of such series, compliance shall be
made with such provision in case bonds of such series shall be redeemed.

      In case the Company shall. have elected to redeem all of its
outstanding bonds or all of the outstanding bonds of any series, it shall
in each such instance, at least fifteen (15) business days before the first
date upon which the notice of redemption mentioned above is required to be
given, notify the Trustee in writing of such election and of the aggregate
principal amount of bonds to be redeemed.  The Trustee shall notify the
Company in writing of the numbers of the bonds to be redeemed in ample time
to permit the notice of redemption to be given as herein provided.

      In case the Company shall have elected to redeem less than all of the
outstanding bonds of any series, it shall in each such instance, at least
fifteen (15) business days before the first date upon which the notice of
redemption mentioned above is required to be given, notify the Trustee in
writing of such election and of the aggregate principal amount of bonds of
such series to be redeemed, and thereupon the principal amount of the bonds
then to be redeemed shall be prorated by the Trustee in units of One Hundred
Thousand Dollars ($100,000) each among the holders of the bonds of such
series as nearly as practicable in the proportion that their respective
holdings bear to the aggregate principal amount of bonds of such series
outstanding on the date of selection.  The Trustee shall notify the Company
in writing of the numbers of the bonds to be redeemed in ample time to
permit the notice of redemption to be given as herein provided.  In case
any bond shall be redeemed in part only, such notice shall specify the
principal amount thereof to be redeemed and shall state that, at the option
of the registered owner, such bond may be presented for the notation thereon
of the principal amount thereof to be redeemed, or may be surrendered for
redemption, in which case a new bond or bonds of the same series of an
aggregate principal amount equal to the portion of such bond will be issued
in lieu thereof, and unredeemed the Company shall execute and the Trustee
shall authenticate and deliver such new bond or bonds to or upon the written
order of the registered owner of such bond, at the expense of the Company.

      On or before the redemption date specified in the notice described
above, the Company shall deposit with the Trustee an amount of cash
sufficient to effect the redemption of the bonds specified in such notice,
except that such amount may be reduced to the extent that moneys then held
by the Trustee under any of the provisions of this Amended and Restated
Mortgage Indenture are available for such redemption.  All moneys deposited
by the Company with the Trustee or set apart by the Trustee under the
provisions of this Amended and Restated Mortgage Indenture for the
redemption of bonds shall be held in trust for the account of the respective
registered owners of the bonds to be redeemed and applied in accordance with
the provisions of Section 15.03 hereof.

      On the redemption date designated in such notice, the principal amount
of each bond so to be redeemed, together with the accrued interest thereon
to such date, and such premium, if any, as is due and payable on such bond
upon such redemption, shall become due and payable; and from and after such
date (such notice having been given in accordance with the provisions of
this Section 4.02 and such deposit having been made or moneys set apart as
described above), then, notwithstanding that any bonds so called for
redemption shall not have been surrendered, no further interest shall accrue
on any such bond (or on the portion thereof to be redeemed).  From and after
such date of redemption (such notice having been given in accordance with
the provisions of this Section 4.02 and such deposit having been made or
moneys set apart as described above), or from and after the date upon which
such notice is mailed, if such notice shall state that moneys to effect such
redemption have been deposited with or set apart by the Trustee, all such
bonds or such portions thereof, as the case may be, insofar as such deposit
shall have been made or moneys set apart as described above, shall be deemed
to have been paid in full as between the Company and the respective
registered owners thereof and shall no longer be deemed to be outstanding
hereunder, and the Company shall be under no further liability in respect
thereof.

      SECTION 4.03.      All bonds so redeemed shall forthwith be canceled
by the Trustee and, on the written request of the Company, delivered to the
Company.

      SECTION 4.04.      Anything in this Amended and Restated Mortgage
Indenture to the contrary notwithstandingg no bonds held by the Company,
whether or not theretofore issued, and whether held in its treasury or
pledged to secure any indebtedness, shall be deemed to be outstanding for
the purposes of any redemption of bonds pursuant to the provisions of
subdivision (B) of Section 6.06 or the provisions of Sections 7.03 or 7.04,
so long as any other bonds are outstanding hereunder; and the Company hereby
covenants and agrees that, in case of any such redemption, it will furnish
to the Trustee the numbers of any bonds so held by it of any series of which
any bonds are so to be redeemed.


ARTICLE V.

Covenants with Respect to Series E Bonds

      SECTION 5.01.      The covenants, agreements and conditions contained
in this Article V are solely for the protection and benefit of the
registered owners of the Series E Bonds and are therefore Exclusive Benefit
Covenants, and the exclusive right to (i) require the Trustee to declare a
default under, (ii) waive, default under, (iii) waive compliance with, or
(iv) amend, any of such Exclusive Benefit Covenants shall be vested solely
in the registered owners of a majority in principal amount of the Series E
Bonds then outstanding.  No benefits by reason of such Exclusive Benefit
Covenants shall be deemed to be conferred upon persons other then the
registered owners of the Series E Bonds, the Trustee and the Company.

      SECTION 5.02.      (a) The Company shall pay to the Trustee as and for
a Sinking Fund for the redemption and retirement of Series E Bonds on
September 1, 1997, and on each September 1 thereafter to and including
September 1, 2011, so long as any Series E Bonds are outstanding (the date
on which any such payment is required is hereinafter referred to as the
"Sinking Fund payment date"), a sum in cash which is sufficient to redeem
and retire Ninety-Four Thousand Dollars ($94,000.00) in principal amount of
the Series E Bonds at the principal amount thereof with interest accrued
thereon to the Sinking Fund payment date.

      (b)   On or before the thirtieth day prior to each Sinking Fund
payment date the Trustee shall proceed to select for redemption, in the
manner hereinafter provided, Series E Bonds in the aggregate principal
amount redeemable with the cash required to be paid on the next following
Sinking Fund payment date, and in the name of the Company shall give notice
to the persons, in the manner prescribed in Article IV of this Amended and
Restated Mortgage Indenture, of the redemption on the Sinking Fund payment
date of the Series E Bonds so selected.

      The particular Series E Bonds (or portion thereof) to be redeemed on
each Sinking Fund payment date shall be selected by the Trustee from the
outstanding Series E Bonds by prorating (in the proportion that the
principal amount of Series E Bonds held by each registered holder bears to
the total principal amount of outstanding Series E Bonds) the principal
amount of Series E Bonds to be redeemed among the registered owners of
Series E Bonds.

      (c)   All cash received by the Trustee pursuant to this Section shall
be held by the Trustee as security for the payment of the Series E Bonds and
shall be applied by the Trustee to the redemption of outstanding Series E
Bonds, without premium, on the Sinking Fund payment date on which or for
which it was so received.


ARTICLE VI.

Possession Use and Release of Property

      SECTION 6.01.      Unless and until one or more of the Events of
Default specified in Section 8.01 shall happen and be continuing, the
Company shall be suffered and permitted to possess, use and enjoy all the
property and appurtenances, franchises and rights mortgaged by this Amended
and Restated Mortgage Indenture, except cash and obligations required by
any provision of this Amended and Restated Mortgage Indenture to be
deposited with the Trustee, and to receive and use the tolls, rents,
revenues, issues, income, product and profits thereof, with power in the
ordinary course of business, freely and without let or hindrance on the part
of the Trustee or the bondholders, to use and consume materials and supplies
and, except as herein otherwise expressly provided to the contrary, to deal
with choses in action, easements, leases, leasehold interests and contracts,
and to exercise the rights and powers conferred upon it thereby, to alter,
repair and remove its buildings and structures, to change the position of
its pipes, mains, conduits, or other property, to replace and renew any of
its equipment, machinery or other property, and to make any lease, or grant
or convey any right-of-way, easement or license (but the property so leased
and the property over, through or under which any such right-of-way,
easement or license shall be so granted or conveyed shall remain subject to
the lien of this Amended and Restated Mortgage Indenture to the same extent
and in the same manner as it was prior to such lease, grant or conveyance),
without the consent of or any release by the Trustee, provided that any such
lease, grant, conveyance or other disposition will not be prejudicial to the
security of the bonds issued hereunder, and provided further that any lease
hereafter made by the Company shall be subject to termination by the Trustee
or by any receiver appointed in any action or proceeding for the foreclosure
hereof or for the enforcement of the rights of the Trustee or of the
bondholders hereunder if, upon the happening of an Event of Default
hereunder, the Trustee or such receiver shall have entered upon and taken
possession of the mortgaged property.

      SECTION 6.02.      Unless and until one or more of the Events of
Default specified in Section 8.01 shall happen and be continuing, the
Company may, at any time and from time to time, without the consent of or
any release by the Trustee:

      1.    Sell or otherwise dispose of, free from the lien of this
            Amended and Restated Mortgage Indenture, any machinery,
            equipment or other similar property comprising part of the
            mortgaged property, upon replacing the same with or
            substituting for the same other machinery, equipment or other
            property of a value at least equal to the full value to the
            Company of the property so disposed of; or

      2.    Surrender in whole or in part, or assent to the modification
            of, any franchise, license or permit which it may hold, or
            under which it may be operating, provided that (a) in the
            written opinion, filed with the Trustee, of an engineer (who
            may be in the regular employ of the Company), selected by the
            Board of Directors and satisfactory to the Trustee, the Company
            is exercising the privileges granted thereby without a fair
            return to it and such surrender or modification is to the best
            interests of the Company, or (b) in the event of any such
            modification, the franchise, license or permit as modified
            shall in the Opinion of Counsel, filed with the Trustee,
            authorize the continuance of the same (or and extended)
            business in the same (or an extended) territory during the same
            (or an extended, unlimited or indefinite period of time, or (c)
            in the event of any such surrender, the Company shall receive
            in exchange a new franchise, license or permit which, in the
            written opinion, filed with the Trustee, of such counsel, shall
            authorize it to do the same (or an extended) business in the
            same (or an extended) territory during the same (or an
            extended, unlimited or indefinite) period of tine, or (d)
            after the surrender or modification of any such franchise,
            license or permit, the Company shall still under some other
            franchise, license or permit, have the right, in the written
            opinion, filed with the Trustee of such counsel, to conduct the
            same (or an extended) business in the same (or an extended)
            territory during the same (or an extended, unlimited or
            indefinite) period of time.  For the purposes of this paragraph
            2 and of an opinion to be rendered hereunder, any right of any
            municipality or other governmental body to terminate a
            franchise, license or permit by purchase shall not be deemed to
            abridge or affect its duration.  The Trustee shall be under no
            duty, obligation or responsibility to obtain any such opinion
            of an engineer or Opinion of Counsel or other document required
            to be filed with it by the provisions of this paragraph 2; and
            it shall be under no duty to investigate or verify or make any
            inquiry in respect of any statement contained in any such
            opinion or other document, and shall have no duty of any
            character with respect thereto except to exhibit the same from
            time to time to any owner of bonds desiring an inspection
            thereof; or

      3.    Sell or otherwise dispose of, free from the lien of this
            Amended and Restated Mortgage Indenture, any Excluded Real
            Property.

      SECTION 6.03.      The Company may sell, exchange or otherwise dispose
of any of its property (in addition to the property referred to in Sections
6.01 and 6.02) at any time subject to the lien hereof, upon compliance with
the requirements and conditions of this Section 6.03, and the Trustee shall
release the same from the lien hereof upon receipt by the Trustee of:

      1.    A Certified Resolution requesting such release;

      2.    A certificate, signed by the Chairman of the Board, the
            President or a Vice President of the Company and by an engineer
            (who may be in the regular employ of the Company) or firm of
            engineers (who may be under regular retainer from the Company)
            or, if such property consists of securities, by an appraiser or
            other competent person (who may be in the regular employ of the
            Company) or firm (who may be under regular retainer from the
            Company), in each case selected by the Board of Directors and
            satisfactory to the Trustee, stating in substance as follows:

            (a)    that, in the opinion of the signers, such release is in
                   the best interests of the Company, the property to be
                   released (if less than all or substantially all of the
                   property of the Company which is used or useful in
                   connection with its utility business) is not necessary
                   for the efficient operation of its remaining property
                   which is used or useful in connection with its utility
                   business, and the security hereby afforded will not be
                   impaired by such release;

            (b)    either (i) that the Company has sold, exchanged or
                   otherwise disposed of, or has contracted to sell,
                   exchange or otherwise dispose of, the property so to be
                   released for a consideration representing, in the opinion
                   of the signers, its full value to the Company, which
                   consideration, in case the property to be released
                   constitutes all or substantially all of the property at
                   the time subject to the lien of this Amended and Restated
                   Mortgage Indenture or all or substantially all of the
                   property of the Company at the time subject to the lien
                   of this Amended and Restated Mortgage Indenture which is
                   used or useful in connection with the utility business of
                   the Company, shall consist solely of cash, but in other
                   case hereunder may consist of any one or more of the
                   following: (x) cash, (y) obligations secure by purchase
                   money first mortgages upon the Property so to be
                   released, but in an amount which is not in excess of two-
                   thirds of the full value to the Company of such property,
                   and (z) any other property which, upon acquisition
                   thereof by the Company, would be subject to the lien of
                   this Amended and Restated Mortgage Indenture, free of any
                   easements or similar encumbrances except such as do not
                   materially impair the use of such property for the
                   purposes for which it was acquired, and subject to no
                   lien other than Permitted Encumbrances (with the
                   exclusion hereinafter provided), all of such
                   consideration to be briefly described in the certificate,
                   or (ii) that the property so to be released has been or
                   is to be disposed of without consideration (or for
                   consideration less than full value to the Company), in
                   which event such certificate shall state an amount
                   representing, in the opinion of the signers, its full
                   value to the Company;

            (c)    if the consideration includes any property other than
                   cash or obligations, that such property is property
                   which, upon acquisition thereof by the Company, would be
                   subject to the lien of this Amended and Restated Mortgage
                   Indenture, free of any easements or similar encumbrances
                   except such as do not materially impair the use of such
                   property for the purposes for which it was acquired, and
                   subject to no lien other than Permitted Encumbrances
                   (excluding therefrom, for purposes of this paragraph,
                   Permitted Encumbrances of the type described in
                   subparagraph (k) of paragraph 6 of Article XVII);

            (d)    that, to the best of the knowledge and belief of the
                   signers, no default exists on the part of the Company in
                   the performance of any of the terms or covenants of this
                   Amended and Restated Mortgage Indenture; and

            (e)    whether or not the amount at which the property to be
                   released is at the time carried on the books of the
                   Company is in excess of Four Hundred Thousand Dollars
                   ($400,000.00).

      3.    Any money or obligations stated in such certificate to be or to
            have been received as consideration for any property so to be
            released or, if the property so to be released has been or is
            to be disposed of without consideration (or for consideration
            less than full value to the Company), money sufficient to meet
            any deficiency between the consideration delivered to the
            Trustee and the amount stated in such certificate as
            representing the full value of the property of the Company (or,
            if the property so to be released is subject to a lien prior to
            the lien of this Amended and Restated Mortgage Indenture, a
            certificate of the Trustee or other holder of such prior lien
            that it has received such money or obligations and has been
            irrevocably authorized by the Company to pay over to the
            Trustee any balance of such money or obligations remaining
            after the discharge of such prior lien); and, if any property
            other than cash or obligations is included in the consideration
            for any property so to be released, such instruments of
            conveyance, assignment and transfer, if any, as may be
            necessary, in the Opinion of Counsel hereinafter referred to,
            to subject to the lien of this Amended and Restated Mortgage
            Indenture all the right, title and interest of the Company in
            and to such property;

      4.    An Opinion of Counsel to the effect (a) that any obligations
            included in the consideration for any property so to be
            released are valid obligations and are effectively pledged
            hereunder, (b) that any purchase money mortgage securing the
            same is sufficient to afford a first mortgage lien upon the
            property to be released, (c) in case the Trustee is requested
            to release any franchise, license or permit, that such release
            will not impair the then existing right of the Company to
            operate any of its remaining property in its utility business,
            (d) either (i) that such instruments of conveyance, assignment
            and transfer as shall be delivered to the Trustee are
            sufficient to subject to the lien of this Amended and Restated
            Mortgage Indenture all the right, title and interest of the
            Company in and to any property, other than cash or obligations,
            which may be included in the consideration for the property so
            to be released, subject to no lien other than Permitted
            Encumbrances (excluding therefrom, for purposes of this
            paragraph, Permitted Encumbrances of the type described
            subparagraph (k) of paragraph 6 of Article XVII), or (ii) that
            no instruments of conveyance, assignment or transfer are
            necessary for such purpose, (e) that the Company has corporate
            power to own all property included in the consideration for
            such release, and (f) in case any part of the money or
            obligations referred to in paragraph 3 of this Section 6.03 has
            been deposited with a trustee or other holder of a prior lien,
            that such trustee or other holder (specifying the trustee or
            other holder and the lien) is entitled to receive the same;

      5.    Either (a) a certificate constituting evidence of the
            authorization, approval or consent of any governmental body or
            bodies at the time having jurisdiction in the premises to the
            sale, exchange or other disposition of the property so to be
            released, the consideration to be received therefor (if any)
            and the acquisition of any property constituting any part of
            such consideration, together with an Opinion of Counsel that
            the same constitutes sufficient evidence thereof and that the
            authorization, approval or consent of no other governmental
            body is required, or (b) an Opinion of Counsel that no
            authorization, approval or consent of any governmental body is
            required; and

      6.    If property so to be released is at the time carried on the
            books of the Company in an amount in excess of Five Hundred
            Thousand Dollars ($500,000.00), according to the certificate
            furnished pursuant to paragraph 2 of this Section 6.03, a
            certificate of an engineer (who shall not be in the regular
            employ of the Company or any corporation affiliated with the
            Company) or firm of engineers (who may be under regular
            retainer from the Company or any corporation affiliated with
            the Company), selected by the Company and satisfactory to the
            Trustee, stating in substance that, in the opinion of the
            signer or signers thereof, either (a) the consideration to be
            received by the Company for the property so to be released
            represents its full value to the Company, and that the sale or
            exchange or other disposition of such property for such
            consideration will not be prejudicial to the owners of the
            bonds then outstanding under this Amended and Restated Mortgage
            Indenture, or (b) if the property so to be released has been or
            is to be disposed of without consideration (or for
            consideration less than full value to the Company), the money
            deposited with the Trustee in connection with such release is
            at least sufficient to meet any deficiency between the
            consideration delivered to the Trustee and the full value of
            the property to the Company, and that such disposition will not
            be prejudicial to the owners of the bonds then outstanding
            under this Amended and Restated Mortgage Indenture.

      The requirements and conditions of Section 6.03 shall not apply to
any sale or other disposition of Excluded Real Property.

      SECTION 6.04.      The Company may sell, exchange or otherwise dispose
of any of its property (in addition to the property referred to in Sections
6.01 and 6.02) at any time subject to the lien hereof, of an aggregate value
not exceeding One Hundred Thousand Dollars ($100,000.00) in any one calendar
year, except cash or obligations required by some other provision hereof to
be deposited with the Trustee hereunder, and the Trustee shall release the
same from the lien hereof upon receipt by it of:

      1.    A Certified Resolution requesting such release;

      2.    A Certificate, signed by the Chairman of the Board, the
            President or a Vice President of the Company and by an engineer
            (who may be in the regular employ of the Company) or firm of
            engineers (who may be under regular retainer from the Company)
            or, if such property consists of securities, by an appraiser or
            other competent person (who may be in the regular employ of the
            Company) or firm (who may be under regular retainer from the
            Company), in each case selected by the Board of Directors and
            satisfactory to the Trustee, stating in substance as follows:

            (a)    the full value to the Company of the property so to be
                   released, and that in the opinion of the signers such
                   release is in the best interests of the Company and the
                   property to be released is not necessary for the
                   efficient conduct of its utility business;

            (b)    that the value to the Company of the property so to be
                   released, together with the value to the Company of all
                   property theretofore released by the Trustee pursuant to
                   the provisions of this Section 6.04 during the calendar
                   year in which such request is made, does not exceed One
                   Hundred Thousand Dollars ($100,000.00); and

            (c)    that, to the best of the knowledge and belief of the
                   signers, no default exists on the part of the Company in
                   the performance of any of the terms or covenants of this
                   Amended and Restated Mortgage Indenture; and

      3.    Either (a) a certificate constituting evidence of the
            authorization, approval or consent of any governmental body or
            bodies at the time having jurisdiction in the premises to the
            sale, exchange or other disposition of the property so to be
            released, together with an Opinion of Counsel that the same
            constitutes sufficient evidence thereof and that the
            authorization, approval or consent of no other governmental
            body is required, or (b) an Opinion of Counsel that no
            authorization, approval or consent of any governmental body is
            required.

      The requirements and conditions of Section 6.04 shall not apply to
any sale or other disposition of Excluded Real Property.

      SECTION 6.05.      Any new property acquired by the Company by
exchange, purchase or otherwise to take the place of any property released
hereunder (except for Excluded Real Property released pursuant to paragraph
3 of Section 6.02) shall forthwith and without further conveyance become
subject to the lien of and be covered by this Amended and Restated Mortgage
Indenture; but, if requested by the Trustee, the Company shall convey the
same to the Trustee by proper deeds or other instruments upon the trusts
and for the purposes of this Amended and Restated Mortgage Indenture.

      SECTION 6.06.      (A) In the event that any one or more municipal
corporations or other governmental subdivisions or governmental bodies shall
at any time acquire all or any part of the property of the Company which is
subject to the lien of this Amended and Restated Mortgage Indenture, by the
exercise of the power of eminent domain or by the exercise of a right
reserved to purchase the same, the award or consideration payable therefor
shall be paid to the Trustee, unless the Trustee is furnished an Opinion of
Counsel that the trustee or other holder of some lien prior to the lien of
this Amended and Restated Mortgage Indenture is entitled to receive the
same, and the Trustee may accept such award or consideration, if approved
by the Board of Directors as representing its full value to the Company (or,
without such approval, if the award shall be final and not subject to appeal
or revision) and, if requested by the Company, shall execute and deliver a
release of the property so acquired and shall be fully protected in so doing
upon receipt by the Trustee of:

      1.    A Certified Resolution requesting such release and, unless the
            Opinion of Counsel furnished pursuant to paragraph 3 of this
            subdivision (A) shall state that the award is final and not
            subject to appeal or revision, approving such award or
            consideration' as representing the full value of such property
            to the Company;

      2.    The award or consideration received for such property (or, to
            the extent that such award or consideration constitutes an
            award or consideration for property subject to a lien prior to
            the lien of this Amended and Restated Mortgage Indenture, a
            certificate of the trustee or other holder of such prior lien
            that it has received such award or consideration and has been
            irrevocably authorized by the Company to pay over to the
            Trustee any balance of such award or consideration remaining
            after the discharge of such prior lien); and

      3.    An Opinion of Counsel to the effect (a) that such property has
            been duly and lawfully acquired by one or more  municipal
            corporations or other governmental subdivisions or governmental
            bodies, by the exercise of the power of eminent domain or by
            the exercise of a right reserved to purchase the same, (b) if
            any part of the award or consideration received for such
            property has been deposited with a trustee or other holder of
            a prior lien, that such trustee or other holder (specifying the
            trustee or other holder and the lien) is entitled to receive
            the same, and (c) unless the resolution furnished pursuant to
            paragraph 1 of this subdivision (A) shall approve such award or
            consideration as representing the full value of such property
            to the Company, that the award is final and not subject to
            appeal or revision.

      In any such proceeding, the Trustee may be represented by counsel,
who may be of counsel to the Company.

      (B)   In the event that either (a) all or substantially all of the
property of the Company at the time subject to the lien of this Amended and
Restated Mortgage Indenture or (b) all or substantially all of the property
of the Company at the time subject to the lien of this Amended and Restated
Mortgage Indenture which is used or useful in connection with the utility
business of the Company shall be released from the lien of this Amended and
Restated Mortgage Indenture under the provisions of subdivision (A) of this
Section 6.06 or the provisions of Section 6.03, then the award or
consideration received by the Trustee for such property so released,
together with any other moneys held by the Trustee under this Amended and
Restated Mortgage Indenture, including the proceeds of any sales of
obligations by the Trustee pursuant to Section 7.01 (such award or
consideration and other moneys being hereinafter referred to collectively
as "available moneys"), shall be applied by the Trustee to the redemption
in full of all bonds then outstanding at the price and on the conditions
specifically applicable to each particular series of bonds, any moneys held
for account of any particular bonds being applied to the redemption (or
payment, if matured) of such bonds to the extent that such bonds are
redeemable at such time by their terms, in accordance with the applicable
provisions of Article IV of this Amended and Restated Mortgage Indenture.
If such available moneys shall not be sufficient for such redemption in
full, the Company shall deposit with the Trustee on or before the date fixed
for redemption an amount of cash sufficient to enable the Trustee to pay the
full redemption prices of the bonds at the rate or rates applicable,
together with interest accrued to such date and all expenses in connection
with such redemption.

      In case any redemption of all bonds outstanding hereunder is to be
made under the provisions of this subdivision (B), the same shall be done
in accordance with the applicable provisions of this Amended and Restated
Mortgaged Indenture and any indenture supplemental hereto, except that any
notice that such bonds are to be redeemed may state that such notice and
such redemption are conditional upon the actual receipt of the award or
consideration in question on or prior to the redemption date.  In any such
case, if the award or consideration shall be received on or prior to such
date the bonds shall be payable, on such date, at their respective
applicable redemption prices together with interest accrued thereon to such
date.

      If such notice shall not previously have been given, the Trustee,
within ten (10) days after its receipt of the award or consideration, shall
give notice, in the name and at the expense of the Company and on its
behalf, of the call of such bonds for redemption on a date not later than
thirty (30) days after such receipt, in the manner and with the effect
specified in Article IV of this Amended and Restated Mortgage Indenture and
in any indenture supplemental hereto.

      If the available moneys shall not be sufficient for the payment of
the applicable redemption prices of all bonds then outstanding, together
with accrued interest to the redemption date and all expenses in connection
with such redemption, and the Company shall default in its obligation to
pay the balance to the Trustee, then such moneys (together with any moneys
thereafter received) shall be applied by the Trustee to the partial payment
of all bonds then outstanding, pro rata in proportion to the respective
amounts then due and owing thereon for principal, premium (if any) and
interest, but, until the full amount then due and owing on the bonds shall
have been paid, no such partial payment shall discharge the obligation of
the Company on any bonds except to the extent of such partial payment.  All
amounts so to be paid on the bonds shall be paid over by the Trustee to the
registered owners of the bonds upon presentation of the bonds at the office
of the Trustee for stamping thereon of a notation as to the amount so paid
thereon or for otherwise providing with respect to such payment in any
manner satisfactory to the Company and the Trustee.

      In the event of any such partial pro rata payment, notice thereof
shall be given once by the Trustee, in the manner provided in Article IV of
this Amended and Restated Mortgage Indenture with respect to the redemption
of bonds, within one week after the date for which the bonds were called
for redemption, and from and after a date to be specified in such notice
(to be not earlier than the date upon which such notice is given nor later
than ten (10) days after such redemption date) interest shall cease to
accrue on the obligation of the Company on the bonds so called for
redemption, to the extent of the partial payment so provided.  Subsequently,
if any additional moneys applicable to an additional partial payment of the
entire balance then due on the bonds shall be received by the Trustee, the
Trustee shall, with reasonable promptness, give like notice of any such
payment (specifying a date within ten days after the date of such notice)
with like effect.

      Before making any payment on any bonds pursuant to the provisions of
this subdivision (B), the Trustee may apply any moneys in its hands to the
payment of taxes and assessments and of the reasonable compensation and
expenses of the Trustee, its agents, attorneys and counsel, and of all other
sums payable or by the Trustee under any provision of this Amended and
Restated Mortgage Indenture.

      SECTION 6.07.      In no event shall any purchaser in good faith of
any property which the Trustee has purported to release hereunder be bound
to ascertain the authority of the Trustee to execute the release, or to
inquire as to any facts required by the provisions hereof for the exercise
of such authority, or to see to the application of the purchase money; nor
shall any purchaser of machinery  or  equipment or other similar property
be under obligation to ascertain or inquire into the occurrence of the event
on which any such sale is hereby authorized.

      SECTION 6.08.      Notwithstanding that any one or more of the Events
of Default specified in Section 8.01 shall have happened and be continuing,
in case the trust estate or any part thereof shall be in the possession of
a receiver of the Company or of the mortgaged property or a trustee in
bankruptcy or on reorganization proceedings (including reorganization
proceedings under any Federal bankruptcy law or similar statutory
provisions), lawfully appointed, or of an assignee for the benefit of
creditors, the powers in and by this Article VI conferred upon the Company
may, with the consent of the Trustee, be exercised by such receiver, trustee
or assignee with respect to such part of the trust estate as may then be in
his or its possession and, if the Trustee shall be in the possession of the
trust estate or any part thereof under any provision of this Amended and
Restated Mortgage Indenture, then all the powers by this Article VI
conferred upon the Company may be exercised by the Trustee in its discretion
with respect to such part of the trust estate as may then be in its
possession.  A written request signed by such receiver, trustee or assignee
shall be deemed the equivalent of any resolution of the Board of Directors
required by the provisions of this Article VI, and any certificate required
by such provisions to be signed by any officer of the Company may be signed
by such receiver, trustee or assignee instead of such officer.

      Notwithstanding that any one or more of the Events of Default
specified in Section 8.01 shall have happened and be continuing, the
Company, so long as it shall be in possession of the trust estate, may with
the consent of the Trustee, which consent may be given by the Trustee in its
discretion and shall be given upon the written request of the registered
owners of a majority in principal amount of the bonds then outstanding,
exercise any of the powers in and by this Article VI conferred upon it.

      In the case of any release made pursuant to the provisions of this
Section 6.08, it shall not be necessary to include in any certificate filed
with the Trustee in connection therewith a statement that, to best of the
knowledge and belief of the signers, no default exists on the part of the
Company in the performance of any of the terms or covenants of this Amended
and Restated Mortgage Indenture.

      SECTION 6.09.      Whenever the Company shall be required to deposit
with the Trustee any money or obligations under Section 6.03 or any award
or consideration under subdivision (A) of Section 6.06, the amount of such
deposit may be reduced by the amount of taxes and expenses in connection
with the sale, exchange or other disposition of the property to be released
from the lien of the Amended and Restated Mortgage Indenture, and by the
amount of taxes and expenses in connection with the sale or other
disposition of obligations or other property received by the Company as part
of the consideration or award for the property to be so released, upon
receipt by the Trustee of a certificate, signed by the Treasurer or an
Assistant Treasurer of the Company, setting forth the amount of all such
taxes and expenses.  In the event that such taxes and expenses shall not at
the time have been fully determined, such certificate shall set forth the
estimated amount thereof, which shall be labeled as "estimated taxes and
expenses."

      In the event that a reduction in the amount of any deposit with the
Trustee shall be made, as provided above, on the basis of estimated taxes
and expenses, the Company shall, when such taxes and expenses have been
fully determined, furnish the Trustee with a further certificate, signed by
the Treasurer or an Assistant Treasurer of the Company, setting forth the
amount of such taxes and expenses.  If the amount of such taxes and expenses
exceeds the estimated amount thereof (as set forth in the certificate
previously furnished to the Trustee), the Trustee shall, upon the written
order of the Treasurer or an Assistant Treasurer of the Company, pay to the
Company an amount equal to such excess, to the extent that moneys or
obligations then held as part of the trust estate are sufficient therefor.
If the amount of such taxes and expenses is less than the estimated amount
thereof (as set forth in the certificate previously furnished the Trustee)
the Company shall thereupon deposit with the Trustee an amount equal to such
deficiency.

      SECTION 6.10.      The resolutions, certificates, opinions, statements
and other instruments provided for in this Article VI may be accepted by
the Trustee as conclusive evidence of the facts and conclusions stated
therein and shall be full warrant, protection and authority to the Trustee
for making any release pursuant to this Article VI; but before making any
release the Trustee may, and upon the written request of the registered
owners of not less than twenty-five percent (25%) in principal amount of
the bonds then outstanding hereunder and upon being furnished with
reasonable security and indemnity shall, cause to be made such independent
investigation as it may see fit and, in that event, may decline to make such
release unless satisfied by such investigation of the truth and accuracy of
the matters so investigated.  The expense of any such investigation shall
be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand, with interest at the Base Rate.


ARTICLE VII.

Concerning Obligations and Application of Moneys Received
by the Trustee


      SECTION 7.01.      All obligations received by the Trustee under the
provisions of Section 6.03, unless released pursuant to the provisions of
Section 6.03, shall be held by the Trustee as part of the trust estate and
collected by it, and the Trustee shall have the right to enforce the payment
thereof and each and every provision thereof by proceedings at law or in
equity, but it shall be under no liability or accountability whatever for
failure to collect the same or to enforce the payment thereof.  Interest as
received thereon shall be paid over to the Company, provided the Company is
not then in default hereunder to the knowledge of the Trustee.  All such
obligations held by the Trustee may be released pursuant to the provisions
of Section 6.03.  In the event that the bonds outstanding shall become
redeemable under the provisions of subdivision (B) of Section 6.06 and the
moneys available in the hands of the Trustee for such redemption shall not
be sufficient to effect such redemption in full as provided in such
subdivision(B), the Trustee shall endeavor to sell, in such manner, upon
such terms, at such times and at such prices as in its discretion it may
determine, such amount of any obligations held by it under this Amended and
Restated Mortgage Indenture as may be necessary to provide funds for or
toward such redemption in full.

      SECTION 7.02.      (A) Unless and until one or more of the Events of
Default specified in Section 8.01 shall happen and be continuing, any moneys
received by the Trustee (a) on account of the principal of any obligation
received under the provisions of Section 6.03, (b) as proceeds of released
property (except for Excluded Real Property released pursuant to paragraph
3 of Section 6.02 the proceeds from the sale of which need not be deposited
with the Trustee) or of property taken by the power of eminent domain or
otherwise acquired by any municipal corporation or other governmental
subdivision or governmental body, (c) as proceeds of any insurance, or (d)
upon the satisfaction, discharge or other release of any mortgage or other
lien prior to the lien of this Amended and Restated Mortgage Indenture,
shall be held by the Trustee as a part of the security for the bonds issued
and outstanding hereunder and, subject to the provisions of subdivision (B)
of Section 6.06, shall be paid over from time to time by the Trustee to or
upon the written order of the Treasurer or an Assistant Treasurer of the
Company:

      1.    To reimburse the Company for expenditures made for the
            replacement, improvement, restoration or repair of property
            destroyed or damaged (to the extent that insurance moneys
            arising from such loss or damage are in the hands of the
            Trustee), upon receipt by the Trustee of a certificate, signed
            by the Chairman of the Board, the President or a Vice President
            and by the Treasurer or an Assistant Treasurer of the Company,
            describing in reasonable detail such replacement, improvement,
            restoration or repair and stating the amount expended therefor
            and that such amount is reasonable in the opinion of the
            signers; or

      2.    In an amount up to the excess of sixty-five percent (65%) of
            the Total Capitalization of the Company over the aggregate
            principal amount of all outstanding Long Term Debt of the
            Company, upon receipt by the Trustee of a written order of the
            Company and a Capitalization Certificate prepared and computed
            in accordance with paragraph 1 of Section 2.04, except that, in
            place of the statement there prescribed for subparagraph (i),
            the Capitalization Certificate delivered pursuant to this
            Section 7.02 shall state the amount to be paid over to the
            Company pursuant hereto and that such amount is not more than
            the excess of sixty-five percent (65%) of the Total
            Capitalization of the Company over the aggregate principal
            amount of all outstanding Long Term Debt of the Company.

      (B)   Notwithstanding that any one or more of the Events of Default
specified in Section 8.01 shall have happened and be continuing, in case
the trust estate or any part thereof shall be in the possession of a
receiver of the Company or of the mortgaged property or of a trustee in
bankruptcy or in reorganization proceedings (including reorganization
proceedings under any Federal bankruptcy law or similar statutory
provisions) lawfully appointed, or of an assignee for the benefit of
creditors, the powers conferred upon the Company by subdivision (A) of this
Section 7.02 may, with the consent of the Trustee, be exercised by such
receiver, trustee or assignee with respect to such part of the trust estate
as may then be in his or its possession; and, if the Trustee shall be in
possession of the trust estate or any part thereof under any provision of
this Amended and Restated Mortgage Indenture, then the powers conferred upon
the Company by subdivision (A) of this Section 7.02 may be exercised by the
Trustee, in its discretion, with respect to such part of the trust estate
as may then be in its possession.  Any certificate required by the
provisions of such subdivision (A) to be signed by any officer of the
Company may be signed by such receiver, trustee or assignee instead of such
officer.

      Notwithstanding that any one or more of the Events of Default
specified in Section 8.01 shall have happened and be continuing, the
Company, so long as it shall be in possession of the trust estate, may with
the consent of the Trustee exercise the powers conferred upon it by
subdivision (A) of this Section 7.02.

      The consent of the Trustee to the exercise, pursuant to this
subdivision (B), by any receiver, trustee or assignee or by the Company of
the powers conferred upon the Company by subdivision (A) of this Section
7.02 may be given by the Trustee in its discretion and shall be given upon
the written request of the registered owners of a majority in principal
amount of the bonds then outstanding hereunder.

      In the case of any exercise, pursuant to this subdivision (B), of the
powers conferred upon the Company by subdivision (A) of this Section 7.02,
it  shall not be necessary to  include  in any certificate filed with the
Trustee in connection therewith a statement that, to the best of the
knowledge and belief of the signers, no default exists on the part of the
Company in the performance of any of the terms or covenants of this Amended
and Restated Mortgage Indenture.

      (C)   The certificates, instruments and opinions provided for in this
Section 7.02 may be accepted by the Trustee as conclusive evidence of the
facts and conclusions stated therein and shall be full warrant, protection
and authority to the Trustee for the payment of any moneys as requested
therein; but before making any such payment the Trustee may, in its
discretion, and upon the written request of the registered owners of not
less than Twenty-Five percent (25%) in principal amount of the bonds then
outstanding hereunder and upon being furnished with reasonable security and
indemnity shall, cause to be made such independent investigation as it may
see fit and, in that event, may decline to make such payment unless
satisfied by such investigation as to the truth and accuracy of the matters
so investigated.  The expense of any such investigation shall be paid by
the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand with interest at the Base Rate.

      SECTION 7.03.      All or any part of any moneys received by the
Trustee as specified in subdivision (A) of Section 7.02 and not theretofore
paid over or requested to be paid over to the Company pursuant to Section
7.02 or applied or required to be applied pursuant to the provisions of
subdivision (B) of Section 6.06, and all or any part of any moneys deposited
with the Trustee under the provisions of Section 2.05 and not theretofore
applied as therein authorized, shall, at the election and in accordance with
the request of the Company, be applied by the Trustee from time to time to
the purchase or to the redemption (at the price and on the conditions
specifically applicable to each particular series of bonds), if redeemable
at such time by their terms, in accordance with the applicable provisions
of Article IV of this Amended and Restated Mortgage Indenture, of bonds
issued hereunder, of such series as may be specified in such request, upon
receipt by the Trustee of (a) a Certified Resolution evidencing such
request, and (b) a certificate signed by the Chairman of the Board,  the
President or a Vice President and by the Treasurer or an Assistant Treasurer
of the Company stating that, to the best of the knowledge and belief of the
signers, no default exists on the part of the Company in the performance of
any of the terms or covenants of this Amended and Restated Mortgage
Indenture.

      Any such redemption shall be effected in accordance with the
applicable provisions of Article IV of this Amended and Restated Mortgage
Indenture and of any indenture supplemental hereto.

      Before making any purchase of bonds of any series pursuant to the
provisions of this Section 7.03, the Trustee may, and if requested by the
Company to do so shall, by notice published once in each of two successive
calendar weeks, on any day of each such week, in one daily newspaper printed
in the English language and of general circulation in Ansonia, Connecticut,
advertise for written proposals to sell to it the bonds which the Company
has requested to be purchased; and the Trustee, to the extent of the funds
then in its hands and requested by the Company to be so applied, shall
purchase the bonds so offered at the lowest price or prices asked therefor,
except as hereinafter provided.  If requested by the Company to do so, the
Trustee may also, in its discretion, make such purchases in the open market
or at private sale or upon any securities exchange as it may determine.  The
Company may tender bonds to the Trustee, and the Trustee may purchase such
bonds from the Company.  Should there be two or more proposals at the same
price aggregating more than the amount which the Trustee has available for
the purchase of bonds after having accepted all proposals at lower prices,
such proposals shall, if possible under their terms, be accepted pro rata(
as nearly as may be; provided, however, that no proposal shall be accepted
and no purchase made by the Trustee at a price in excess of the maximum
price specified by the Company in its request to the Trustee, which maximum
shall not exceed the redemption price then in effect for bonds of such
series or, if the Company shall not have specified any such annual price,
in excess of such redemption price or, if there be no such redemption price
then in effect, in excess of the principal amount thereat, in each case with
accrued interest to the date of delivery, which date shall not be more than
five (5) days after the date of the agreement of the Trustee to purchase
unless the written consent of the Company to a later date shall have been
given;  and  provided  further  that the Trustee may, in its discretion,
reject any or all proposals in whole or in part if, in its opinion, such
action is justified.

      In every case of the purchase of bonds pursuant to the provisions of
this Section 7.03, the Trustee shall forthwith cancel the purchased bonds
and, on' the written request of the Company, deliver the same to the
Company.

      All interest accrued up to but not including the date of delivery or
redemption, as the case may be, of all bonds to be purchased or redeemed by
the Trustee under the provisions of this Section 7.03, together with (a)
the amount (if any) by which the aggregate purchase price to be paid by the
Trustee exceeds the aggregate principal amount of the bonds to be purchased,
and (b) the premiums (if any) payable upon redemption, shall be paid by the
Company as an additional payment to the Trustee prior to the date of
delivery or redemption, as the case may be, and the cost of all advertising
and publishing shall be paid by the Company or, if paid by the Trustee,
shall forthwith be repaid to it by the Company upon demand, with interest
at the Base Rate.

      SECTION 7.04.      Unless and until one or more of the Events of
Default specified in Section 8.01 shall happen and be continuing, all or
any part of the moneys received by the Trustee as specified in subdivision
(A) of Section 7.02 and not theretofore paid over or requested to be paid
over to the Company pursuant to Section 7.02 or applied or required to be
applied pursuant to the provisions of subdivision (B) of Section 6.06 or of
Section 7.03, and all or any part of any moneys deposited with the Trustee
under the provisions of Section 2.05 and not theretofore applied by the
Company or requested by it to be applied as therein authorized, in each case
within three years after the receipt of such moneys by the Trustee shall,
to the extent practicable, be applied by the Trustee at the expiration of
such three-year period, without any further action on the part of the
Company, to the purchase of bonds of any series in accordance with the
provisions of Section 7.03 and, to the extent that bonds are not so
purchased within six (6) months after the expiration of such three-year
period, shall, but only if the moneys then available for the purpose shall
be at least Ten Thousand Dollars ($10,000.00), forthwith be applied by the
Trustee, to the extent practicable, pro rata on the basis of the respective
principal amounts of bonds of all such series then outstanding, to the
redemption, on a pro rata basis, of bonds of each series then outstanding
hereunder at the price and on the conditions specifically applicable to each
particular series of bonds but only to the extent that such bonds are
redeemable at such time by their terms, in accordance with the applicable
provisions of Article IV of this Amended and Restated Mortgage Indenture
and of any indenture supplemental hereto; and the Company hereby irrevocably
authorizes the Trustee, in the name of and at the expense of the Company and
on its behalf, to give notice of the call of such bonds for redemption, in
the manner and with the effect specified in Article IV of this Amended and
Restated Mortgage Indenture and in such supplemental indentures; provided,
however, that neither the Company nor the Trustee shall be required to make
any such purchase or redemption unless furnished with an Opinion of Counsel
that all authorizations, approvals or consents of any governmental body or
bodies at the time having jurisdiction in the premises to such purchase or
redemption have been obtained or that no authorization, approval or consent
of any governmental body is required; and provided further that the Trustee
shall not be required to take any such action or give any such notice unless
(a) the Company shall have theretofore indemnified it against any and all
costs and expenses in connection therewith, and (b)there shall be paid to
the Trustee an amount equal to all interest accrued up to but not including
the date of delivery or redemption, as the case may be, on all bonds so to
be purchased or redeemed under the provisions of this Section 7.04, together
with the premiums (if any) payable upon redemption.  The Company covenants
and agrees that, upon receipt of notice from the Trustee of any such
proposed purchase or redemption, it will make timely application for the
authorization, approval or consent of any governmental body or bodies at
the time having jurisdiction in the premises which may be required, and will
do all other things necessary on its part to be done to effect any such
purchase or redemption.

      SECTION 7.05.      All or any part of any moneys held by the Trustee
hereunder (except such as may be held for account of any particular bonds)
shall from time to time at the written request of the Company, signed by
the Treasurer or an Assistant Treasurer of the Company, be invested or
reinvested by the Trustee in any bonds or other obligations of the United
States of America designated by the Company, which as to principal and
interest constitute direct obligations of the United States of America and
will mature or become payable at the election of the holder within one year
of acquisition by the Trustee, or in such commercial paper or other
obligations as may be agreed upon by the Company and the Trustee or, with
respect to not more than twenty percent (20%) of such moneys, in shares of
a money market fund registered under the Investment Company Act of 1940,
the sole assets of which are such obligations of the United States of
America.  Until one or more of the Events of Default specified in Section
8.01 shall happen and be continuing, any interest or increment on such
investments (in excess of any accrued interest paid at the time of purchase)
which may be received by the Trustee shall be forthwith paid to the Company.
Such investments shall be held by the Trustee as a part of the trust estate,
subject to the same provisions hereof as the cash used by it to purchase
such investments; but upon a like request of the Company, the Trustee shall
sell all or any designated part of the same and the proceeds of such sale
shall be held by the Trustee subject to the same provisions hereof as the
cash used by it to purchase the investments so sold.  If under the
provisions of Section 7.04 any moneys held by the Trustee and so invested
or reinvested shall be required to be applied to the redemption of bonds,
the Trustee shall forthwith sell such investments in an amount equivalent
to such moneys.  In case the net proceeds (exclusive of interest) realized
upon any such sale shall amount to less than the amount invested by the
Trustee in the purchase of the investments so sold (after appropriate
adjustment on account of any accrued interest paid at the time of purchase),
the Trustee shall within five (5) days after such sale notify the Company
in writing thereof and within five (5) days thereafter the Company shall pay
to the Trustee the amount of the difference between such purchase price and
the amount so realized, and the amount so paid shall be held by the Trustee
in like manner and subject to the same conditions as the proceeds realized
upon such sale.

      Whenever application is made by the Company under any provision of
this Amended and Restated Mortgage Indenture to withdraw all or any part of
moneys deposited or held by the Trustee, the Company shall accept
investments held by the Trustee as a part of the trust estate pursuant to
this Section 7.05 to the extent that such investments shall be tendered to
it by the Trustee in lieu of cash; and such investments shall be accepted
in lieu of such cash at the net cost thereof (exclusive of accrued interest)
to the trust estate.

      In the event that the bonds outstanding hereunder shall become
redeemable under the provisions of subdivision (B) of Section 6.06 and the
moneys available in the hands of the Trustee for such redemption shall not
be sufficient to effect such redemption in full as provided in such
subdivision (B), the Trustee shall endeavor to sell, in such manner, upon
such terms, at such times and at such prices as in its discretion it may
determine, such amount of any investments held by it under this Section 7.05
as may be necessary to provide funds for or toward such redemption in full.

      The Trustee shall not be liable or responsible for any loss resulting
from any investment or reinvestment pursuant to this Section 7.05.


ARTICLE VIII.

Remedies Upon Default

      SECTION 8.01.      In case one or more of the following events, herein
called "Events of Default", shall occur, that is to say:

      (a)   default shall be made in the payment of the principal of or any
            premium which may be due and payable on any bond hereby
            secured, when the same shall become payable, whether at
            maturity, upon redemption, by declaration, acceleration or
            otherwise; or

      (b)   default shall be made in the payment of any interest on any
            bond hereby secured, when the same shall become payable, and
            such default shall continue for ten (10) days, or default shall
            be made in any payment required to be made to any sinking,
            amortization, purchase or other analogous fund for the benefit
            of any bond hereby secured, when the same shall become payable,
            and such default shall continue for ten (10) days; or

      (c)   default shall be made by the Company in the observance or
            performance of any of the other covenants, agreements or
            conditions on its part in this Amended and Restated Mortgage
            Indenture or in any supplemental indenture contained for the
            benefit of all of the registered owners of bonds outstanding
            and such default shall continue for sixty (60) days after
            written notice to the Company by the Trustee electing to treat
            such event as an Event of Default, which notice may be given by
            the Trustee in its discretion, and shall be given at the
            written request of the registered owners of not less than ten
            percent (10%) in principal amount of the bonds then
            outstanding; or

      (d)   the Company shall be adjudicated a bankrupt, or shall institute
            proceedings for voluntary bankruptcy, or shall make an
            assignment for the benefit of its creditors; or

      (e)   the Company shall admit in writing its inability to pay its
            debts generally as they mature, or shall institute proceedings
            for reorganization under any Federal bankruptcy law or other
            similar law, and the Trustee shall give written notice to the
            Company electing to treat such event as an Event of Default,
            which notice may be given by the Trustee, in its discretion,
            and shall be given at the written request of the registered
            owners of not less than ten percent (10%) in principal amount
            of the bonds hereby secured and then outstanding; or

      (f)   a receiver of the Company, or of the mortgaged property as, or
            substantially as, an entirety, shall be appointed, or a decree
            or order shall be entered equivalent to a determination that
            proceedings for the reorganization of the Company have been
            properly instituted, otherwise than by the Company, under any
            Federal bankruptcy law or other similar law, and such
            appointment, decree or order shall not be vacated within sixty
            (60) days after written notice to the Company by the Trustee
            electing to treat such event as an Event of Default, which
            notice may be given by the Trustee in its discretion, and shall
            be given at the written request of the registered owners of not
            less than ten percent (10%) in principal amount of the bonds
            hereby secured and then outstanding; or

      (g)   default shall be made by the Company in the observance or
            performance of any Exclusive Benefit Covenant (other than a
            default in the observance or performance of any covenant
            requiring payment to any sinking, amortization, purchase or
            other analogous fund, which shall continue to be governed by
            paragraph (b) of this Section 8.01) and such default shall
            continue for a designated number of days (which, unless
            otherwise provided in Article V of this Amended and Restated
            Mortgage Indenture or in the supplemental indenture
            establishing an Exclusive Benefit Covenant, shall be sixty (60)
            days) after written notice to the Company by the Trustee
            electing to treat such event as an Event of Default, which
            notice shall only be given by the Trustee at the written
            request of the registered owners of not less than a designated
            percentage (which, unless otherwise provided in Article V of
            this Amended and Restated Mortgage Indenture or in the
            supplemental indenture establishing the Exclusive Benefit
            Covenant, shall be ten percent (10%) in principal amount of the
            bonds then outstanding) of the series of bonds for the
            protection or benefit of which such Exclusive Benefit Covenant
            is made;

then and in every such case the Trustee, by notice in writing given to the
Company, may, and upon the written request of the registered owners of not
less than twenty-five percent (25~) in principal amount of the bonds then
outstanding shall, declare the principal amount of all bonds then
outstanding and the interest accrued thereon immediately due and payable,
and such principal and interest shall thereupon become and be immediately
due and payable; subject, however, to the right of the registered owners of
~ majority in principal amount of the bonds then outstanding (or, if such
Event of Default is a default in the payment of any principal of or premium
or interest on the bonds of any particular series, then of the registered
owners of a majority in principal amount of the bonds of such series then
outstanding), by written notice to the Company and the Trustee, to annul
such declaration and destroy its effects and to waive any such default
hereunder at any time before any sale under the power of sale hereby given
or, if proceedings to foreclose this Amended and Restated Mortgage Indenture
are instituted, before any final decree is entered in such proceedings, if,
before any such sale, or before the entry of any such final decree, as the
case may be, all agreements with respect to which default shall have been
made shall be fully performed and the principal of and any premium which at
the time may be payable on any bonds which have theretofore been called for
redemption or which have matured in due course by their terms, all arrears
of interest upon all bonds then outstanding (including interest on overdue
premiums that may be payable upon bonds theretofore called for redemption
and, if and to the extent permitted by law, on all overdue installments of
interest -- in each case at the respective rates of interest payable upon
the principal of the bonds outstanding), the reasonable charges and expenses
of the Trustee, its agents, attorneys and counsel, and all other
indebtedness secured hereby, except the principal of bonds the date of
maturity of which has not yet arrived and interest accrued since the last
interest payment date, shall be paid, or the amount thereof shall be paid
to the Trustee for the benefit of the persons entitled thereto.

      Notwithstanding the foregoing, if the Company (i) shall breach any
representation or warranty or default in the observance or performance of
any covenant, agreement or condition contained in this Amended and Restated
Mortgage Indenture (other than a covenant to make any payment referred to
in clause (ii), (iii) or (iv) of this sentence), in the bonds of a
particular series,. or in the agreement to purchase the bonds of a
particular series between the Company and the original holder or holders of
such bonds, and such breach or default continues for sixty (60) days after
written notice shall have been given to the Company by the Trustee (or to
the Company and the Trustee by the registered holder or holders of at least
twenty-five percent (25%) in principal amount of the bonds of such
particular series at the time outstanding),  (ii) shall default in the
payment of the principal of or any premium which may be due and payable on
any bonds of a particular series, when the same shall become payable,
whether at maturity, upon redemption, by declaration, acceleration or
otherwise, (iii) shall default in the payment of any interest on any bond
secured hereby of a particular series, when the same shall become due and
payable, and such default shall continue for ten (10) days, (iv) shall
default in the payment to any sinking, amortization, purchase or other
analogous fund for the benefit of any bonds secured hereby of a particular
series, when the same shall become due and payable, or (v) shall default in
the observance or performance of any Exclusive Benefit Covenant and in each
case such default shall continue for ten (10) days; then the Trustee, by
notice in writing given to the Company, or the holders of not less than a
majority in principal amount of bonds of such particular series then
outstanding, by notice in writing delivered to the Company and the Trustee,
may declare the principal amount of all such bonds of a particular series
then outstanding and the interest accrued thereon immediately due and
payable, and such principal and interest shall thereupon become and be
immediately due and payable.  The exercise of the right set forth in the
immediately preceding sentence shall not, except as may otherwise be
required by law, affect any other rights or remedies which the Trustee or
any bondholder may have as a result of any breach or default referred to in
such sentence or upon the occurrence of any Event of Default.

      SECTION 8.02.      The Company agrees, to the extent that it may
lawfully so agree, that if one or more of the Events of Default specified
in Section 8.01 shall occur and be continuing, the Company, upon demand of
the Trustee, shall forthwith surrender to the Trustee the actual possession
and, to the extent permitted by law, the Trustee, by such officers or agents
as it may appoint, may enter and take possession, of all the mortgaged
property, together with all property which by the terms of this Amended and
Restated Mortgage Indenture (or of any indenture supplemental hereto) the
Trustee is permitted to take possession of, use and administer upon entering
upon and taking possession of the mortgaged property (with the books, papers
and accounts of the Company), and may exclude the Company, its agents and
servants wholly therefrom and may hold, operate and manage the same and from
time to time make all needful repairs and such alterations, additions,
advances and improvements as to it shall seem wise, and may receive the
rents, income, issues and profits thereof, and out of the same may pay all
proper costs and expenses of so taking, holding and managing the same,
including reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any charges of the Trustee hereunder, and any taxes and
assessments and other charges prior to the lien of this Amended and Restated
Mortgage Indenture which the Trustee may deem it wise to pay, and all
expenses of such repairs, alterations, additions and improvements, and may
apply the remainder of the moneys so received by it as follows:

      (a)   In case the principal of none of the bonds then outstanding
            shall have become due, to the payment of the interest in
            default, in the order of the maturity of the installments of
            such interest, with interest, if and to the extent permitted by
            law, on all overdue installments of interest at the respective
            rates of interest payable upon the principal  of the bonds
            outstanding;  such payments to be made ratably to the persons
            entitled thereto, without discrimination or preference; or

      (b)   In case the principal of any of the bonds then outstanding
            shall have become due, by declaration or otherwise,  first to
            the payment of the interest in default, in the order of the
            maturity of the installments of such interest, with interest on
            all overdue principal and, if and to the extent permitted by
            law, on all overdue installments of interest at the respective
            rates of interest payable upon the principal of the bonds
            outstanding;  and thereafter to the payment of the principal of
            all bonds then due; and thereafter to the payment of any
            premiums that may be due and payable upon bonds theretofore
            called for redemption; and thereafter to the payment of
            interest on any overdue premium at the respective rates of
            interest payable upon the principal of the bonds as to which
            such premium is due; such payments, respectively, to be made
            ratably to the persons entitled thereto, without discrimination
            or preference.

      Whenever the full amount that is due upon such interest installments
and upon the principal of, premium on, and interest on premium on such
bonds, and under any of the terms of this Amended and Restated Mortgage
Indenture, shall have been paid and all defaults made good, the Trustee
shall surrender possession to the Company, its successors or assigns.  The
same right of entry, however, shall exist in the event any subsequent
default shall occur and be continuing.

      SECTION 8.03.      If one or more of the Event of Default specified in
Section 8.01 hereof shall occur and be continuing, the Trustee may, if and
to the extent and in the manner permitted by law, and upon obtaining such
authorization, approval or consent of any governmental body or bodies at
the time having jurisdiction in the premises as may at the time be required,
by such officers or agents as it may appoint, with or without entry, sell
the mortgaged property, together with all property which by the terms of
this Amended and Restated Mortgage Indenture (or any indenture supplemental
hereto) the Trustee is permitted to take possession of, use and administer
upon entering upon and taking possession of the mortgaged property, as an
entirety or, if permitted by law, in such parcels as registered owners of
a majority in principal amount of the bonds then outstanding shall in
writing request or, in the absence of such request, as the Trustee may
determine, at public auction at some convenient place in the county or
counties where the mortgaged property is located, or in Ansonia,
Connecticut, as the Trustee shall elect, or in such other place or places
as may be required by law, having first given notice of such sale by
publication in at least one newspaper printed in the English language and
of general circulation in the place or places where such sale is to take
place, at least once a week for four successive calendar weeks, on any day
of each such week, next preceding such sale, and any other or further or
additional notice which may be required by law, and from time to time may
adjourn such sale in its discretion by announcement at the time and place
appointed for such sale or for such adjourned sale or sales without further
notice except such as may be required by law, and upon such sale may make
and deliver to the purchaser or purchasers a good and sufficient deed or
deeds for the same, which sale, as likewise any sale made under this Amended
and Restated Mortgage Indenture by virtue of any judicial proceedings shall,
to the extent permitted by law, be a perpetual bar both in law and in equity
against the Company and all persons and corporations lawfully claiming or
to claim by, or through or under it.  The Trustee and its successors are
further hereby irrevocably appointed the true and lawful attorneys of the
Company, in its name and stead, for the purpose of effectuating any such 5
e to execute and deliver all necessary deeds, bills of sale, assignments and
transfers, and to substitute one or more persons or corporations with like
power, the Company hereby ratifying and confirming all that its attorneys,
or such substitute or substitutes, shall lawfully do by virtue hereof.
Nevertheless, if so requested by the Trustee or by any purchaser, the
Company shall ratify and confirm any such sale or transfer by executing and
delivering to the Trustee or to such purchaser or purchasers all proper
conveyances, assignments, instruments of transfer and releases as may be
designated in any such request.

      SECTION 8.04.      If one or more of the Events of Default specified
in Section 8.01 shall occur and be continuing, the Trustee may, either after
entry as provided above or other entry or without entry, proceed by suit or
suits at law or in equity or by any other appropriate remedy to enforce
payment of the bonds hereby secured and to foreclose this Amended and
Restated Mortgage Indenture and to sell, as an entirety or, if permitted by
law, in separate parcels,  the mortgaged property,  together with all
property which by the terms of this Amended and Restated Mortgage Indenture
(or any indenture supplemental hereto) the Trustee is permitted to take
possession of, use and administer upon entering upon and taking possession
of the mortgaged property, under the judgment or decree of a court or courts
of competent jurisdiction, and it shall be obligatory upon the Trustee to
take action either by such proceedings or by the exercise of its powers with
respect to entry or sale as the Trustee may determine, upon being requested
in writing so to do by the registered owners of not less than twenty-five
percent (25%) in principal amount of the bonds then outstanding, and upon
being indemnified as hereinafter provided in Section 12.01.

      No owner or owners of bonds shall be entitled to take any proceedings
under this Amended and Restated Mortgage Indenture or upon or in respect of
any of the bonds hereby secured, except in case of refusal or neglect of
the Trustee to act after such continued default and such request and tender
of indemnity as provided above; provided, however, that nothing in this
Amended and Restated Mortgage Indenture or in any of the bonds contained
shall affect or impair the right, which is unconditional and absolute, of
the registered owner of any bond to enforce payment of the principal of and
any premium which may be due and payable on and the interest on the bond at
or after the date when the same shall respectively become due, or the
obligation of the Company, which is also unconditional and absolute, to pay
the principal of and any premium which may be due and payable on and the
interest on the bonds to the respective registered owners thereof at the
respective times and places therein expressed.

      SECTION 8.05.      No remedy which by the terms of this Amended and
Restated Mortgage Indenture is conferred upon or reserved to the Trustee or
to the owners of bonds is intended to be exclusive of any other remedy, but
each and every such remedy shall be cumulative and shall be in addition to
any other remedy given hereunder or now or hereafter existing at law or in
equity or by statute.

      SECTION 8.06.      Anything in this Amended and Restated Indenture to
the contrary notwithstanding, the registered owners of a majority in
principal amount of the bonds then outstanding, from time to time, shall
have the right, to the extent permitted by law, by an instrument in writing
executed and delivered to the Trustee, to direct the method and place of
conducting all proceedings to be taken for any sale of the mortgaged
property or for the foreclosure of this Amended and Restated Mortgage
Indenture or for the appointment of a receiver, and any other proceedings
under this Article VIII; provided that such direction shall not be otherwise
than in accordance with the provisions hereof.

      SECTION 8.07.      If one or more of the Events of Default specified
in Section 8.01 shall occur and be continuing, then upon the filing of a
bill in equity or other commencement of judicial proceedings to enforce the
rights of the Trustee and of the owners of the bonds, the Trustee, if
permitted by law, shall be entitled as a matter of right to the appointment
of a receiver or receivers of the trust estate, and of the income, rents,
issues and profits thereof, pending such proceedings, with such powers as
the court making such appointment shall confer, but, notwithstanding the
appointment of any receiver, the Trustee shall be entitled as pledged to
the possession and control of any cash, securities or other instruments at
the time held by, or payable or deliverable under the provisions of this
Amended and Restated Mortgage Indenture to, the Trustee.

      SECTION 8.08.      Upon any sale being made either under the power of
sale hereby given or under judgment or decree in any judicial proceedings
for foreclosure or otherwise for the enforcement of this Amended and
Restated Mortgage Indenture, the principal of all bonds then outstanding,
if not previously due, and the interest accrued thereon, shall at once
become and be immediately due and payable.

      SECTION 8.09.      Upon any such sale, whether made under the power of
sale hereby given or under judgment or decree of court or otherwise, any
owner or owners of bonds, or the Trustee, may bid for and purchase the
mortgaged property and, upon compliance with the terms of sale, may hold,
retain and possess and dispose of such property in his, their or its own
absolute right without further accountability; and any purchaser at any such
sale may,  if permitted by law, after allowing for the proportion of the
total purchase price required to be paid in cash for the costs and expenses
of the sale, compensation and other charges, in paying purchase money, turn
in bonds then outstanding in lieu of cash, to the amount which shall, upon
distribution of the net proceeds of such sale, be payable thereon.  Such
bonds, in case the amount so payable thereon shall be less than the amount
due thereon, shall be returned to the registered owners thereof after being
properly stamped to show partial payment.

      SECTION 8.10.      Upon any such sale, whether made under the power of
sale hereby given or under judgment or decree of court or otherwise, the
receipt of the Trustee or of the officer making a sale under judicial
proceedings shall be sufficient discharge to the purchaser or purchasers
for the purchase money, and such purchasers and their assigns or personal
representatives shall not, after paying such purchase money and receiving
such receipt therefor, be obliged to see to the application of such purchase
money or be in any wise answerable for any loss, misapplication or non-
application thereof.

      SECTION 8.11.      The proceeds of any such sale, whether made under
the power of sale hereby conferred upon the Trustee or under judgment or
decree of court or otherwise, together with any other moneys then held by
the Trustee under this Amended and Restated Mortgage Indenture as part of
the mortgaged property or the proceeds thereof, except any moneys held for
the benefit and security or payment of any particular bonds, shall be
applied as follows:

            FIRST:       To the payment of all lawful taxes, assessments or
      liens prior to the lien of this Amended and Restated Mortgage
      Indenture, except those subject to which such sale shall have been
      made, and of all costs and expenses of such sale, including
      reasonable compensation to the Trustee, its agents, attorneys and
      counsel, and of all other sums payable to the Trustee hereunder by
      reason of any expenses or liabilities incurred or advances made by it
      in connection with the management or administration of the trusts
      hereby created;

            SECOND:      To the payment of the whole amount then owing and
      unpaid upon the bonds then outstanding for principal, premium (if
      any) and interest, with interest on overdue principal,  premium  (if
      any)  and, if and to the extent permitted by law, installments of
      interest, at the respective rates of interest payable upon the
      principal of the bonds outstanding; and, in case such proceeds shall
      be insufficient to pay in full the whole amount so due and unpaid,
      then to the payment ratably of such principal, interest thereon, and
      interest on overdue interest as aforesaid, without preference or
      priority of principal over interest, or of interest over principal,
      or of any installment of interest over any other installment of
      interest: and thereafter to the payment ratably of any premiums that
      may be due and payable upon bonds theretofore called for redemption;
      and thereafter to the payment ratably of interest on overdue premiums
      as aforesaid; but only upon presentation of the bonds and upon
      stamping payment thereon if partly paid and upon surrender thereof if
      fully paid; and

            THIRD:       Any surplus then remaining, to the Company, its
      successors or assigns, or to whoever may be lawfully entitled to
      receive the same.

      SECTION 8.12.      The Company agrees, to the full extent that it may
lawfully so agree, that in case of default on its part, as provided above,
neither the Company nor any one claiming through or under it shall or will
set up, claim or seek to take advantage of any appraisement, valuation,
stay, extension or redemption laws now or hereafter in force in any locality
where any property subject to the lien hereof may be situated, in order to
prevent or hinder the enforcement or foreclosure of this Amended and
Restated Mortgage Indenture, or the absolute sale of the property hereby
conveyed, or the final and absolute putting into possession thereof,
immediately after such sale, of the purchasers at such sale; and the
Company, for itself and all who may at any time claim through or under it,
hereby waives, to the full extent that it may lawfully so do, the benefit
of all such laws and any and all right to have the estates comprised in the
security intended to be created hereby marshaled upon any foreclosure of
the lien hereof, and agrees that the Trustee or any court having
jurisdiction to foreclose such lien may sell the mortgaged property as an
entirety.

      SECTION 8.13.      No waiver of any default hereunder, whether by the
Trustee or the owners of bonds, shall extend to or shall affect any
subsequent or any other then existing default or shall impair any rights or
remedies consequent thereon.

      SECTION 8.14.      In case the Trustee shall have proceeded to enforce
any right under this' Amended and Restated Mortgage Indenture by
foreclosure, entry or otherwise, and such proceedings shall have been
discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case the Company and the
Trustee shall be restored to their former positions and rights hereunder
with respect to the mortgaged property, and all rights, remedies and powers
of the Trustee shall continue as if no such proceedings had been taken.

      SECTION 8.15.      The Trustee shall, to the extent permitted by law,
be entitled and empowered either in its own name or as trustee of an express
trust, or as attorney-in-fact for the owners of the bonds, or in any one or
more of such capacities, to file such proofs of debt, amendment of proof of
debt, claims, petitions or other documents as may be necessary or advisable
in order to have the claims of the Trustee and of the owners of the bonds
allowed in any equity receivership, insolvency, bankruptcy, liquidation,
readjustment, reorganization or other similar proceedings relative to the
Company or its creditors or affecting its property.  The Trustee is hereby
irrevocably appointed  (and the successive respective owners of the bonds
by taking and holding the same shall be conclusively deemed to have so
appointed the Trustee) the true and lawful attorney-in-fact of the
respective owners ~f the bonds, with authority to make and file in the
respective names of the owners of the bonds, or on behalf of the owners of
the bonds as a class, subject to deduction from any such claims of the
amounts of any claims filed by any of the owners of the bonds themselves,
any proofs of debt, amendments of proof of debt, claims, petitions or other
documents in any such proceedings and to receive payment of any sums
becoming distributable on account thereof, and to execute any other papers
and documents and to do and perform any and all acts and things for and on
behalf of such owners of the bonds, as may be necessary or advisable in the
opinion of the Trustee in order to have the respective claims of the Trustee
and of the owners of the bonds against the Company or its property allowed
in any such proceeding, and to receive payment of or on account of such
claims; provided, however, that nothing contained in this Amended and
Restated Mortgage Indenture shall be deemed to give the Trustee any right
to accept or consent to any plan of reorganization or otherwise by action
of any character in any such proceeding to waive or change in any way any
right of any of the owners of the bonds; and provided further that nothing
contained in this Section 8.15 shall be deemed to constitute a waiver by the
Company of its right to contest the validity of any claim made against it.

      SECTION 8.16.      The Company covenants that if default shall be made
in the payment of any principal or premium hereby secured when the same
shall become due and payable, whether by the maturity of such bonds (as
originally fixed or as accelerated as provided in this Amended and Restated
Mortgage Indenture) or upon redemption or otherwise, then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the
owners of the bonds then outstanding hereunder, the whole amount due and
payable on all such bonds for principal, premium and interest, with interest
on the overdue principal, premium, and if and to the extent permitted by
law, installments of interest, at the respective rates of interest payable
upon the principal of the bonds outstanding; and, in case the Company shall
fail to pay the same forthwith upon such demand, the Trustee, in its own
name' and as trustee of an express trust, shall be entitled to sue for and
recover judgment for the whole amount so due and unpaid.

      The Trustee shall be entitled to sue and recover judgment as provided
above either before, after or during the pendency of any proceedings for
the enforcement of the lien of this Amended and Restated Mortgage Indenture,
and the right of the Trustee to recover such judgment shall not be affected
by any entry or sale hereunder, or by the exercise of any other right, power
or remedy for the enforcement of the provisions of this Amended and Restated
Mortgage Indenture or the foreclosure of the lien hereof. In case of a sale
of any of the mortgaged property and of the application of the proceeds of
sale to the payment of the debt hereby secured, the Trustee, in its own name
and as trustee of an express trust, shall be entitled to enforce payment of
and to receive all amounts then remaining due and unpaid upon any and all
of the bonds then outstanding hereunder, for the benefit of the holders
thereof, and the Trustee shall be entitled to recover judgment for any
portion of the debt remaining unpaid, with interest.  No recovery of any
such judgment by the Trustee and no attachment or levy of any execution upon
any such judgment upon any of the mortgaged property or upon any other
property shall in any manner or to any extent affect the lien of this
Amended and Restated Mortgage Indenture upon the mortgaged property or any
part thereof or any lien, rights, powers or remedies of the Trustee
hereunder, or any lien, rights, powers or remedies of the holders of the
bonds, but such lien,  rights, powers and remedies of the Trustee and of the
bondholders shall continue unimpaired as before.

      Any monies thus collected by the Trustee or received by the Trustee
under this Section 8.16 shall be applied by the Trustee, first, to the
payment of the expenses, disbursements and compensation of the Trustee, its
agents, attorneys and counsel, and second, toward payment of the amounts
then due and unpaid upon such bonds in respect of which such money shall
have been collected, ratably and without any preference or priority of any
kind, according to the amount due and payable upon such bonds respectively
at the date fixed by the Trustee for the distribution of such moneys, but
only upon presentation of the several bonds and upon stamping such payment
thereon if partly paid and upon surrender thereof if fully paid.

      SECTION 8.17.      All rights of action and claims under this Amended
and Restated Mortgage Indenture or any of the bonds outstanding hereunder,
enforceable by the Trustee, may be enforced by the Trustee without the
possession of any of such bonds or the production thereof on the trial or
other proceedings relative thereto; and any such suit or proceedings
instituted by the Trustee shall be brought in its own name for the ratable
benefit of the registered owners of such bonds, subject to the provisions
of this Amended and Restated Mortgage Indenture.

      SECTION 8.18.      No delay or omission of the Trustee or of any owner
of bonds outstanding hereunder to exercise any right or power accruing upon
any default shall exhaust or impair any such right or power or shall be
construed to be a waiver of any such default, or acquiescence therein; and
every power and remedy given by this Amended and Restated Mortgage Indenture
to the Trustee or to the owners of bonds may be exercised from time to time
and as often as may be deemed expedient by the Trustee or by such owners.

      SECTION 8.19.      All rights, remedies and powers provided by this
Article VIII may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law in the premises, and all
the provisions of this Article VIII are intended to be subject to all
applicable mandatory provisions of law that may be controlling in the
premises and to be limited to the extent necessary so that they will not
render this Amended and Restated Mortgage Indenture invalid, unenforceable
or not entitled to be recorded or filed under the provisions of any
applicable law.


ARTICLE IX.

Evidence Of Rights Of Bondholders

      Any request or other instrument which this Amended and Restated
Mortgage Indenture may require or permit to be signed and executed by the
owners of bonds may be in any number of concurrent instruments of similar
tenor and may be signed and executed by such owners in person or by attorney
appointed in writing. The fact and date of the execution by any person of
any such request or other instrument, or of a writing appointing any such
attorney, shall be sufficiently proved for any purpose of this Amended and
Restated Mortgage Indenture by the certificate of any notary public, or
other officer authorized to take acknowledgments of deeds to be recorded in
the State of Connecticut that the person signing such request or other
instrument acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution.

      The ownership of bonds shall be proved by the registry books of the
Company herein provided for or by a certificate of the custodian thereof.

      The Trustee may nevertheless in its discretion require further proof
in cases where it deems further proof desirable, and may require the
production of any bond or bonds, and shall not be bound to recognize any
person as the owner thereof unless and until his title to the bonds held by
him is proved in a manner satisfactory to the Trustee.

      Any request, consent or assent of the registered owner of any bond
shall bind all future owners of the same bond, or any bond or bonds issued
in lieu thereof or in exchange therefor, in respect of anything done,
omitted or suffered by the Trustee in pursuance thereof.


ARTICLE X.

Immunity of Incorporators, Stockholders, Officers and Directors

      No recourse under or upon any obligation, covenant or agreement
contained in this Amended and Restated Mortgage Indenture or in any
indenture supplemental hereto, or in any bond hereby secured, or because of
any indebtedness hereby secured, shall be had against any incorporator, or
against any past, present or future stockholder, officer or directors as
such, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation under any constitution,
statute, or rule of law or equity, or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise; it being expressly
agreed and understood that this Amended and Restated Mortgage Indenture,
any indenture supplemental hereto and the obligations hereby and thereby
secured are solely corporate Obligations, and that no personal liability
whatever shall attach to, or be incurred by, such incorporators,
stockholders, officers or directors,  as such,  of the Company,  or of any
successor corporation, or any of them, because of the incurring of the
indebtedness hereby authorized, or under or by reason of any of the
obligations, covenants or agreements contained in this Amended and Restated
Mortgage Indenture or in any indenture supplemental hereto or in any of the
bonds hereby secured, or implied therefrom.


ARTICLE XI.

Effect of Merger, Consolidation or Sale: Right of Successor
Corporation to Exchange Bonds

      SECTION 11.01.     Nothing contained in this Amended and Restated
Mortgage Indenture shall prevent any consolidation or merger of the Company
with or into, or any conveyance or transfer, subject to the lien of this
Amended and Restated Mortgage Indenture, of all or substantially all of the
mortgaged property as an entirety or substantially as an entirety, or any
lease of all or substantially all of the mortgaged property as an entirety
or substantially as an entirety, to any corporation lawfully entitled to
acquire or lease and operate the same, provided, however, and the Company
covenants and agrees, that (a) any such consolidation, merger, conveyance,
transfer or lease shall be upon such terms as shall in no respect impair
the lien of this Amended and Restated Mortgage Indenture or any of the
rights or powers of the Trustee or the owners of bonds issued hereunder,
(b) any such lease shall be made expressly subject to immediate termination
by the Company and also by the Trustee or by any receiver appointed
hereunder at any time during the continuance of a default hereunder and also
by the purchaser of the property so leased at any sale thereof hereunder,
whether such sale be made under the power of sale hereby conferred or under
judicial proceedings, and (c) upon any such consolidation, merger,
conveyance or transfer, the corporation formed by such consolidation or into
which such merger shall have been made or acquiring such property shall
assume and agree to say, duly and punctually, the principal of, any premium
which may be due and payable on and the interest on the bonds then
outstanding hereunder, in accordance with the provisions of such bonds and
of this Indenture and all indentures supplemental hereto, and shall agree
to perform, observe and fulfill, duly and punctually, all the terms,
covenants and conditions of this Amended and Restated Mortgage Indenture and
of all indentures supplemental hereto to be performed, observed or fulfilled
by the Company, subject to the provisions of Section 11.03.

      SECTION 11.02.     In case the Company, pursuant to Section 11.01,
shall be consolidated with or merged into any other corporation, or all or
substantially all of the mortgaged Property as an entirety or substantially
as an entirety shall be conveyed or transferred, subject to the lien of this
Amended and Restated Mortgage Indenture, the corporation resulting from such
consolidation, or into which the Company shall have been merged or which
shall have received a conveyance or transfer (such corporation being
hereinafter called the "successor corporation") -- upon executing, and
causing to be recorded, an indenture with the Trustee, satisfactory to the
Trustee, whereby the successor corporation shall assume and agree to pay,
duly and punctually, the principal of, any premium which may be due and
payable on and the interest on the bonds issued hereunder and secured hereby
in accordance with the provisions of such bonds and of this Amended and
Restated Mortgage Indenture and all indentures supplemental hereto, and
shall agree to perform, observe and fulfill, duly and punctually, all the
terms, covenants and conditions of this Amended and Restated Mortgage
Indenture and any indentures supplemental hereto to be performed, observed
or fulfilled by the Company, subject to the provisions of Section 11.03 --
shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the mortgagor company, and the successor
corporation thereupon may cause to be signed, issued and delivered either
in its own name, or in the name of the Company unless the Company shall have
received a release pursuant to Section 11.07, any or all of such bonds which
shall not theretofore have been signed by the Company and authenticated by
the Trustee; and, upon the order of the successor corporation in lieu of the
Company, and subject to all the terms, conditions and restrictions contained
in this Amended and Restated Mortgage Indenture with respect to the
authentication and issue of bonds, the Trustee shall authenticate and
deliver any of such bonds which shall have been previously signed and
delivered by the officers of the Company to the Trustee for authentication,
unless the Company shall have received a release pursuant to Section 11.07,
and any of such bonds which the successor Corporation shall thereafter, in
accordance with the provisions of this Amended and Restated Mortgage
Indenture, cause to be signed and delivered to the Trustee for such purpose.
All the bonds so issued shall in all respects have the same legal rank and
security as the bonds theretofore or thereafter issued in accordance with
the terms of this Amended and Restated Mortgage Indenture, as though all of
such bonds had been issued at the date of the execution hereof; provided,
however, that as a condition precedent to the execution by the successor
corporation and the authentication and delivery by the Trustee of any such
additional bonds, or the exercise by the successor corporation of any other
privilege conferred upon the Company by this Amended and Restated Mortgage
Indenture or any indenture supplemental hereto which requires the delivery
of a Capitalization Certificate, the indenture with the Trustee to be
executed by the successor corporation as provided in this Section 11.02, or
one or more subsequently executed supplemental indentures, shall contain a
conveyance, assignment or transfer in terms sufficient to subject to the
lien of this Amended and Restated Mortgage Indenture all properties of the
character described in the Granting Clauses of this Amended and Restated
Mortgage Indenture as subject to the lien hereof which have not previously
been conveyed, assigned or transferred to the Trustee and which are within
one of the categories described in clauses (a), (b), (C) and (d) of Section
11.03; and provided further that the lien created thereby shall have similar
force, effect and standing, subject to the provisions of Section 11.03, as
the lien of this Amended and Restated Mortgage Indenture would have if the
Company had not been consolidated with or merged into such other corporation
or had not conveyed or transferred, subject to the lien of this Amended and
Restated Mortgage Indenture, all or substantially all of the mortgaged
property as an entirety or substantially as an entirety, as provided above,
to the successor corporation, and had itself purchased, constructed, erected
or otherwise acquired such properties and requested the authentication and
delivery of bonds, or the exercise of such other privilege, under the
provisions of this Amended and Restated Mortgage Indenture.

      The Trustee may receive an Opinion of Counsel as conclusive evidence
that any such indenture executed by the successor corporation complies with
the foregoing conditions and provisions of this Section 11.02, and that any
such corporation is lawfully entitled to acquire the mortgaged property as
an entirety or substantially as an entirety and to operate the same, and
that all other pertinent provisions of this Article XI have been complied
with.

      SECTION  11.03.    In case the Company, pursuant to Section 11.01,
shall be consolidated with or merged into any other corporation, or shall
convey or transfer, subject to the lien of this Amended and Restated
Mortgage Indenture, all or substantially all of the mortgaged property as
an entirety or substantially as an entirety, as provided above, neither this
Amended and Restated Mortgage Indenture nor the indenture with the Trustee
to be executed and caused to be recorded by the successor corporation as
provided in Section 11.02 shall, unless such indenture shall otherwise
expressly provide, become or be a lien upon any of the properties or
franchises of the successor corporation except (a) those acquired by it from
the Company, (b) property received in exchange for property released from
the lien hereof, (c) such franchises, replacements and additional property
as may be acquired by the successor corporation in pursuance of the
covenants herein contained to maintain, preserve and renew the franchises
covered by this Amended and Restated Mortgage Indenture and to keep and
maintain the property covered by this Amended and Restated Mortgage
Indenture in good repair, working order and condition or in pursuance of
some other covenant or agreement hereof to be kept or performed by the
Company, and (d) permanent improvements, extensions and additions
appurtenant to any property described in clauses (a), (b) and (c) of this
Section 11.03.

      SECTION 11.04.     In case the Company, pursuant to Section 11.01,
shall be consolidated with or merged into any other corporation, or shall
convey or transfer, subject to the lien of this Amended and Restated
Mortgage Indenture, all or substantially all of the mortgaged property as
an entirety or substantially as an entirety, as provided above, and the
successor corporation shall be a corporation which conducts substantially
all of its business in the State of Connecticut and which is authorized to
conduct the utility business of the Company in the State of Connecticut,
such successor corporation may elect to exchange its bonds for the bonds
outstanding under this Amended and Restated Mortgage Indenture (hereinafter
in this Article XI called the "Company bonds") in the manner hereinafter
described.

      The successor Corporation shall, at least ten (10) days prior to the
date fixed for such exchange (hereinafter Called the "exchange date"), mail
by registered mail, postage prepaid, to the registered owners of the Company
bonds, at their addresses as the same shall appear, if at all, upon the
registry books of the Company, a notice to the effect that the successor
corporation has elected to exchange the Company bonds pursuant to the
provisions of this Section 11.04, specifying the exchange date, and stating
that upon the surrender of the Company bonds at the office of the Trustee
such bonds will be exchanged for bonds of the successor corporation in
accordance with the provisions of this Section 11.04.

      When such notice shall have been given and when the Trustee shall have
received all of the items described below in paragraphs 1, 2, 3 and 4 of
this Section 11.04, then, notwithstanding that any Company bond shall not
have been surrendered for exchange, upon the exchange date (a) no further
interest shall accrue on any of such bonds and all such bonds shall be
deemed to have been paid in full as between the successor corporation and
the respective owners thereof and shall no longer be deemed to be
outstanding hereunder, and the successor corporation shall be under no
further liability in respect thereof, and (b) this Amended and Restated
Mortgage Indenture and the estate and rights hereby granted shall cease,
determine and be void and the Trustee shall, upon the request of the
successor corporation and at its expense, cancel and discharge the lien of
this Amended and Restated Mortgage Indenture and execute and deliver to the
successor corporation such deeds or other instruments as shall be requisite
to satisfy the lien hereof, and shall convey to the successor corporation
the estate and title hereby conveyed, and shall assign and deliver to the
successor Corporation any property hereby conveyed and subject to the lien
of this Amended and Restated Mortgage Indenture which may then be in its
possession.

      The items to be received by the Trustee as provided above are the
following:

      1.    Bonds of the successor corporation (hereinafter called the
            "successor corporation bonds") issued under a mortgage
            (hereinafter called the "successor corporation mortgage"),
            constituting a lien on the mortgaged property and all other
            property of the successor corporation of the same character as
            the mortgaged property, subject to no lien except Permitted
            Encumbrances, which successor corporation mortgage shall be
            executed and delivered to a bank or trust company (hereinafter
            called the "successor corporate trustee") of recognized
            standing in the corporate trust business, as trustee, and which
            bonds shall be equal in principal amount to the Company bonds
            and shall be authenticated on, and bear interest from, the
            exchange date: together with an amount in cash equal to accrued
            interest to the exchange date on such Company bonds.

      2.    A copy of a resolution, certified to have been adopted by the
            Board of Directors of the successor corporation, requesting the
            Trustee to accept the successor corporation bonds and to
            deliver the same to the registered owners of the Company bonds
            upon surrender thereof and to cancel and discharge the lien of
            this Amended and Restated Mortgage Indenture on the exchange
            date.

      3.    Copies of such documents as would be required to be filed with
            the Trustee in connection with the issuance  of  bonds  under
            the  provisions  of Section 2.04, from which documents it shall
            appear that bonds equal in principal amount to the bonds to be
            outstanding under the successor corporation mortgage, after
            giving effect to such exchange, could have been issued under
            this Amended and Restated Mortgage Indenture had there been no
            bonds outstanding thereunder at the time,  and which documents
            shall contain variations appropriate to an application by the
            successor corporation (rather than the Company)  for the
            authentication and delivery of bonds by the successor corporate
            trustee (rather than the Trustee) under the successor
            corporation mortgage (rather than this Amended and Restated
            Mortgage Indenture), and such other variations in form as shall
            be appropriate for such purpose.

      4.    An Opinion of Counsel to the effect that the successor
            corporation bonds are identical with the Company bonds in
            respect of maturity date, principal amount, rate of interest,
            redemption prices and restrictions on redemption, and that
            otherwise the successor Corporation bonds and the successor
            corporation mortgage contain provisions, in respect of the
            protection afforded the registered owners of the bonds,
            comparable to the provisions of the Company bonds and this
            Amended and Restated Mortgage Indenture, allowing for
            differences of form and minor substance (which opinion as to
            comparability may rely upon appropriate certificates of
            officers of the Company, the successor corporation, and their
            accountants), and the successor corporation mortgage
            constitutes a lien on the mortgaged property and all other
            property of the successor corporation of the same character as
            the mortgaged property, subject to no lien except Permitted
            Encumbrances.

      Upon surrender of the Company bonds by the registered owners thereof,
the Trustee shall deliver to such registered owners successor corporation
bonds, issued as provided above, together with an amount in cash equal to
accrued interest to the exchange date on such Company bonds, and shall
cancel the Company bonds and, on the written request of the successor
corporation, deliver the same to the successor corporation.

      SECTION 11.05.     The word "Company," wherever contained in this
Amended and Restated Mortgage Indenture, shall include any successor
corporation as defined in this Article XI, and the word "seal," wherever
contained in this Amended and Restated Mortgage Indenture, shall include
the seal of the successor corporation, and any order, request, certificate
or other instrument of any officer or officers of the Company provided for
in this Amended and Restated Mortgage Indenture may be made by like
officials of the successor corporation, and any resolution provided to be
adopted by the Board of Directors of the Company may be adopted by the board
of directors or board of trustees, as the case may be, of the successor
corporation.

      SECTION 11.06.     At any time prior to the exercise of any power
reserved to the Company or to such successor corporation by this Article
XI, the Company or such successor corporation may surrender any power so
reserved by delivering to the Trustee an instrument in writing, executed by
its Chairman of the Board, President or a Vice President under its corporate
seal, attested by its Secretary or an Assistant Secretary, accompanied by
the affidavit of its Secretary or an Assistant Secretary that the execution
of such instrument was duly authorized by the vote of two-thirds of the
entire Board of Directors of the Company or board of directors or board of
trustees, as the case may be, of such successor corporation, given at a
meeting duly called and held, and thereupon the power so surrendered shall
cease.

      SECTION 11.07.     In case the Company shall convey or transfer,
subject to the lien of this Amended and Restated Mortgage Indenture, all or
substantially all of the mortgaged property as an entirety or substantially
as an entirety and the successor corporation to which such conveyance or
transfer is made shall have complied with the provisions of Section 11.02
or Section 11.04, the Trustee shall execute, acknowledge and deliver to the
Company a complete release and discharge from all of the Company's
obligations under this Amended and Restated Mortgage Indenture, all
indentures supplemental hereto and all of the bonds then outstanding under
this Amended and Restated Mortgage Indenture, provided there has been
delivered to the Trustee a written request of the Company for such release
and a certificate, signed by the Chairman of the Board, the President or a
Vice President and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer of the Company, stating that such
release is not contrary to the terms and conditions of such conveyance or
transfer to the successor corporation.


ARTICLE XII.

Concerning the Trustee

      The Trustee accepts the trusts hereunder and agrees to perform the
same, but only upon the terms and conditions hereof, including the
following, to all of which the Company and the respective owners of the
bonds at any time outstanding by their acceptance thereof agree:

      SECTION 12.01.     The Trustee undertakes, except while an Event of
Default shall have occurred and be continuing, to exercise such duties and
only such duties as are specifically set forth in this Amended and Restated
Mortgage Indenture and, while such an Event of Default shall have occurred
and be continuing, to exercise such of the rights and powers vested in it
by this Amended and Restated Mortgage Indenture, and to use the same degree
of care and skill in their exercise, as an ordinary prudent person would do
or use under the circumstances in the conduct of his own affairs.

      Except as otherwise expressly provided in this Amended and Restated
Mortgage Indenture or any indenture supplemental hereto:

      1.    unless an Event of Default shall have occurred and be
            continuing, the Trustee shall not be under any obligation to
            take any action or make any investigation in respect of the
            subject matter of this Amended and Restated Mortgage Indenture
            or any indenture supplemental hereto unless requested in
            writing so to do by the registered owners of not less than
            twenty-five percent (25%) in principal amount of the bonds then
            outstanding; and

      2.    whether or not an Event of Default shall have occurred,  the
            Trustee shall not be under any obligation to take any action
            under this Amended and Restated Mortgage Indenture or any
            indenture supplemental hereto which in its opinion may tend to
            involve it in any expense or liability, the payment of which is
            not, in the opinion of the Trustee, assured to it by the
            security afforded it by the terms of this Amended and Restated
            Mortgage Indenture, unless and until requested in writing so to
            do by one or more registered owners of bonds outstanding
            hereunder and furnished, from time to time as it may require,
            with reasonable security and indemnity satisfactory to it;
            provided, however, that no security or indemnity so furnished
            to the Trustee shall be applicable to any liability (a) which
            is incurred by the Trustee as a result of any action taken by
            the Trustee not reasonably in accordance with the request or
            requests delivered to the Trustee by those furnishing such
            security, or (b) which is finally determined by a court of
            competent jurisdiction to be a liability imposed upon the
            Trustee as a result of its default or negligence in the
            performance of the duties imposed upon or undertaken by the
            Trustee by the terms of this Amended and Restated Mortgage
            Indenture or any indenture supplemental hereto.

      The Trustee may accept and rely conclusively upon any notice, request,
consent, certificate, bond, or other document or paper reasonably believed
by it to be genuine and to have been signed and presented by the proper
person and duly authorized and properly made.

      The recitals and statements contained herein and in the bonds issued
hereunder shall not be considered as made by or as imposing any obligation
or liability upon the Trustee.  The Trustee makes no representation as to
the validity of this Amended and Restated Mortgage Indenture or of any
indenture supplemental hereto, or of any bonds issued hereunder, or as to
the security hereby or thereby afforded, or as to the title of the Company
to the mortgaged property or as to the descriptions thereof.  The Trustee
shall be under no obligation to see to the recording, re-recording,
registration, re-registration, filing or re-filing of this Amended and
Restated Mortgage Indenture or of any indenture supplemental hereto or of
any instrument of further assurance, or to the giving of any notice thereof,
or to see to the delivery to it of any property intended to be mortgaged or
pledged hereunder, or generally to see that any of the property intended now
or hereafter to be conveyed in trust hereunder is subject to the lien
hereof.  The Trustee shall not be accountable for the use of any bond
delivered hereunder or the application of the proceeds of the same, or for
the application of any moneys paid to the Company under any of the
provisions hereof.

      It shall not be any part of the duties of the Trustee to keep itself
informed or advised in respect of the payment of any taxes or assessments
or to require payment thereof to be made.  Any law of the United States or
of any State, whether now in force or hereafter enacted, to the contrary
notwithstanding, the Trustee shall be under no obligation to pay any taxes
or assessments of any kind or character upon or in respect of the mortgaged
property or the mortgage debt or the lien created or evidenced by this
Amended and Restated Mortgage Indenture or of any other tax or assessment
of any kind or character levied or imposed by reason of this Amended and
Restated Mortgage Indenture or of the indebtedness secured hereby, nor shall
the Trustee be liable because of the non-payment of any such tax or
assessment.

      The Trustee shall have no duty to effect, renew or maintain, or to
see to the maintenance by the company of, insurance on any property at any
time subject to the lien hereof, or to see to the reputability of any
insurance company or association, or to supervise the collection or
application of the proceeds of any insurance policy, or to keep itself
advised or informed as to the payment of insurance premiums or the
maintenance or application of any insurance reserve fund.

      Except as expressly provided in this Amended and Restated Mortgage
Indenture, it shall not be any part of the duties of the Trustee to keep
itself informed or advised in respect to the payment of any mechanics,
laborer's, statutory or other lien which may hereafter be created or remain
upon property subject to the lien of this Amended and Restated Mortgage
Indenture, or any part thereof, or the income therefrom.

      Except as otherwise expressly provided in this Amended and Restated
Mortgage Indenture, the Trustee shall be under no duty to see to the
expenditure for maintenance or reserve for depreciation provided for in
Section 3.13 or to compliance by the Company with the provisions of Section
3.06.

      The Trustee may select and employ hereunder suitable appraisers,
accountants, surveyors, engineers, agents and attorneys-in-fact, either
corporate or individual, and the Trustee shall not be responsible for their
default and misconduct, will be selected with reasonable care (unless such
persons are officers, directors or persons in the regular employ of the
Trustee).  The Trustee shall not be liable for any error in judgment in the
exercise of its discretion hereunder; but the Trustee may in its discretion
consult legal counsel (who may be of counsel to the Company), to be selected
and employed by it at the expense of the Company, and shall be fully
protected in any action under this Amended and Restated Mortgage Indenture
taken, suffered or omitted by it in good faith in accordance with the
opinion of such counsel. Finally and generally, the Trustee shall not be
personally liable except for its own default or negligence.

      The Company agrees that it will from time to time, on demand, pay to
the Trustee reasonable compensation for its services, reimburse the Trustee
for all of its expenditures, including fees and expenses of independent
appraisers, accountants, surveyors, engineers, counsel, agents and
attorneys-in-fact or other experts employed by it in the exercise and
performance of its powers and duties hereunder, and indemnify and save the
Trustee harmless against any liabilities, not arising from its own default
or negligence, which it may incur in the exercise and performance of its
powers and duties hereunder; and, as security for such indemnification,
reimbursement and compensation, the Trustee shall have the benefit of the
lien hereby created in priority to the indebtedness evidenced by the bonds
issued hereunder.

      Whenever, in the administration of the trusts created by this Amended
and Restated Mortgage Indenture, the Trustee shall deem it necessary or
desirable that any matter be proved or established prior to its taking or
suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a certificate signed by the
Chairman of the Board, the President or a Vice President and the Treasurer
or an Assistant Treasurer of the Company and delivered to the Trustee, and
such certificate shall be full warrant and authority to the Trustee for any
action taken, suffered or omitted by it under the provisions of this Amended
and Restated Mortgage Indenture in reliance thereon; but the Trustee in its
discretion may, and if requested in writing so to do by the registered
owners of not less than twenty-five percent (25%) in principal amount of the
bonds then outstanding and furnished with reasonable security and indemnity
satisfactory to it against the costs and expenses of such examination shall,
require such further and additional evidence and make such further
investigation as to it may seem reasonable.  The agents and representatives
of the Trustee and any experts or counsel whose opinions are required by the
Trustee for any purpose hereunder or are deliverable to the Trustee under
any provision hereof shall likewise be fully warranted in relying and acting
upon the existence of any matters proved or established by any such
certificate, unless other evidence establishing such fact or facts be
specifically required by this Amended and Restated Mortgage Indenture.

      The Trustee shall, subject to the provisions of Section 7.05, allow
and (so long as the Company is not in default under this Amended and
Restated Mortgage Indenture to the knowledge of the Trustee) shall pay over
to the Company interest upon any moneys which it may at any time receive or
hold as part of the trust estate under any of the provisions of this Amended
and Restated Mortgage Indenture at such rates as shall at the time be
customarily allowed by it upon other funds of similar character or as shall
be agreed upon from time to time between the Company and the Trustee.

      To the extent permitted by applicable law, the Trustee or any
corporation in or with which the Trustee or its stockholders may be
interested or affiliated, or any officer or director of the Trustee or of
any other such corporation, may acquire and hold bonds issued hereunder and
otherwise deal with the Company or with any other corporation having
relations with the Company, in the same manner and to the same extent and
with like effect as though it were not the Trustee.

      Except as otherwise provided herein, any notice or demand which by
any provision of this Amended and Restated Mortgage Indenture is required
or permitted to be given or served by the Trustee on the Company shall be
deemed to have been sufficiently given and served for all purposes by being
deposited, postage prepaid, in a post office letter box in the city in which
the principal office of the Trustee is located, addressed to the Company at
its mailing address stated in Article XVII.

      No implied Covenant shall be read into this Amended and Restated
Mortgage Indenture against the Trustee, but the duties and obligations of
the Trustee to the Company and to all others shall be determined solely by
the express provisions of this Amended and Restated Mortgage Indenture.

      Except when otherwise expressly provided in this Amended and Restated
Mortgage Indenture, any order, request, notice, consent or other instrument
in writing to be delivered or furnished by the Company to the Trustee shall
be sufficiently executed if signed, whether in the name of the Company or
not, by its Chairman of the Board, President or a Vice President and by its
Secretary or an Assistant Secretary or its Treasurer or an Assistant
Treasurer, or by such officer or officers as the Board of Directors of the
Company may by resolution direct.  A copy of any resolution of the Board of
Directors to be delivered or furnished by the Company to the Trustee shall
be sufficiently certified if certified by the Secretary or an Assistant
Secretary of the Company under its corporate seal.

      SECTION 12.02.     The Trustee may resign and be discharged from the
trusts created by this Amended and Restated Mortgage Indenture by giving
notice of resignation to the Company in writing, and to the owners of the
bonds outstanding hereunder in the manner hereinafter stated, specifying a
date when such resignation shall take effect, and the resignation shall take
effect on the day so specified unless prior thereto a successor trustee
shall have been appointed as provided in Section 12.03, in which event the
resignation shall take effect immediately upon the appointment of such
successor trustee.  The Trustee shall give notice of resignation to the
owners of the bonds by mailing the notice by registered mail, postage
prepaid, to the registered owners of the bonds at their addresses as the
same shall appear, if at all, upon the registry books of the Company.

      The Trustee may be removed at any time by an instrument or instruments
in writing, executed by the registered owners of a majority in principal
amount of the bonds then outstanding and filed with the Trustee.

      SECTION 12.03.     In case at any time the Trustee shall resign or
shall be removed or otherwise shall become incapable of acting, a successor
may be appointed by the registered owners of a majority in principal amount
of the bonds then outstanding, by an instrument or instruments in writing
executed by such owners and filed with the successor trustee; but, until a
new trustee shall be appointed by the owners of bonds as herein authorized,
the Company, by an instrument in writing executed by order of its Board of
Directors and filed with the successor trustee, shall appoint a trustee to
fill such vacancy.  After any such appointment by the Company, it shall mail
notice thereof by registered mail, postage prepaid, to the registered owners
of such bonds at their addresses as the same shall appear, if at all, upon
the registry books of the Company. Any new trustee so appointed by the
Company shall immediately and without further act be superseded by a trustee
appointed by the registered owners of a majority in principal amount of such
bonds in the manner hereinabove provided.

      If in a proper case no appointment of a successor trustee shall be
made pursuant to the foregoing provisions of this Article XII within six
(6) months after a vacancy shall have occurred in the office of Trustee,
the registered owner of any bond hereby secured or the retiring trustee may
apply to any court of competent jurisdiction to appoint a successor trustee,
and such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor trustee.

      Any successor trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and the retiring trustee an instrument accepting
such appointment, and thereupon such successor trustee, without any further
act, deed, conveyance or transfer, shall become vested with the title to
the mortgaged property, with all the rights, powers, trusts, duties and
obligations of its predecessor in the trust hereunder, with like effect as
if originally named as Trustee herein.  Upon the request of such successor
trustee, however, the Company and the trustee ceasing to act shall execute
and deliver such instruments of conveyance and further assurance and do such
other things as may reasonably be required for more fully and certainly
vesting and confirming in such successor trustee all the right, title and
interest of the trustee ceasing to act in and to the mortgaged property and
all such rights, powers, trusts, duties and obligations, and the trustee
ceasing to act shall also assign and deliver to the successor trustee any
property subject to the lien of this Amended and Restated Mortgage Indenture
which may then be in its possession.

      Except as hereinafter provided in Section 12.05, every successor
trustee hereunder shall always be a state or national bank or trust company
in good standing, organized under the laws of the State of Connecticut or
of the United States of America and doing business in the State of
Connecticut, having a combined capital and surplus aggregating at least
Twenty-Five Million Dollars ($25,000,000.00), if there be such a bank or
trust company willing and able to accept such trust upon reasonable and
customary terms.

      SECTION 12.04.     Any Corporation into which the Trustee may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Trustee shall be a party, or any state
or national bank or trust company in any manner succeeding to the corporate
trust business of the Trustee or of any successor trustee as a whole or
substantially as a whole, shall be the successor of the Trustee hereunder
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, notwithstanding anything to the contrary
contained herein.  In case any of the bonds shall have been authenticated
but not delivered, any such successor trustee may adopt the certificate of
the Trustee and deliver the same so authenticated; and in case any of such
bonds shall not have been authenticated, any such successor trustee may
authenticate such bonds in the name of such successor trustee.

      SECTION 12.05.     At any time or times, for the purpose of conforming
to any legal requirements, restrictions or conditions in any state in which
any part of the trust estate may be located, the Company and the Trustee
shall have power to appoint and, upon the request of the Trustee, the
Company shall for such purpose or with the Trustee in the execution,
delivery and performance of instruments and agreements necessary or proper
to appoint, another corporation or one or more persons, approved by the
Trustee, to act either as separate trustee or trustees or as co-trustee
co-trustees jointly with the Trustee of all or any part of the trust estate.

      Such separate trustee or trustees or co-trustee or Co-trustees shall
have such powers and duties as shall be conferred or imposed by the terms
of its or their appointment; but every such separate trustee or co-trustee
shall, to the extent permitted by law, be appointed subject to the following
provisions and conditions, namely:

      1.    Bonds issued hereunder shall be authenticated and delivered,
            and all powers, duties, obligations and rights conferred upon
            the Trustee in respect of the custody of all obligations and
            other securities and of all cash pledged or deposited hereunder
            shall be exercised, Solely by The Connecticut National Bank or
            its successor in the trust hereunder, and any moneys at any
            time coming into the hands of any such separate trustee or
            trustees or co-trustee or co-trustees shall be at once paid
            over to The Connecticut National Bank or its Successor in the
            trust hereunder;

      2.    No power shall be exercised hereunder by any such separate
            trustee or trustees or co-trustee or co-trustees except jointly
            or with the consent in writing of The Connecticut National Bank
            or its successor in the trust hereunder;

      3.    The Company and The Connecticut National Bank or its successor
            in the trust hereunder, at any time by an instrument in writing
            executed by them jointly, may remove any separate trustee or
            co-trustee appointed under this Section 12.05, and may likewise
            and in like manner appoint a successor to such separate
            trustee or co-trustee so removed or who shall resign or become
            incapable of acting, anything herein contained to the contrary
            notwithstanding; and

      4.    Any notice, request or other writing delivered solely to The
            Connecticut National Bank or its successor in the trust
            hereunder shall be deemed to have been delivered to all of the
            trustees as effectually as if delivered to each of them.


ARTICLE XIII.

Supplemental Indentures

      SECTION 13.01.     In addition to any supplemental indenture otherwise
authorized or permitted by this Amended and Restated Mortgage Indenture,
the Company, pursuant to resolutions adopted by its Board of Directors and
with the formal authorization, approval or consent of any governmental body
or bodies at the time having jurisdiction in the premises as may at the time
be required, may, at any time and from time to time, subject to the
conditions and restrictions contained in this Amended and Restated Mortgage
Indenture, execute an indenture or indentures supplemental hereto, which
thereafter shall form a part hereof, for any one or more or all of the
following purposes:

      (a)   To add to the conditions, limitations and restrictions of the
            authorized amount, terms, provisions, purposes of issue,
            authentication and delivery of bonds specified in Article I
            and Article II hereof, other conditions, limitations and
            restrictions thereafter to be observed with respect to the
            bonds or for the sole benefit (subject to the provisions of
            Article VIII hereof) of any one or more series thereof;

      (b)   To add to the covenants and agreements of the Company contained
            in this Amended and Restated Mortgage Indenture, Exclusive
            Benefit Covenants or further covenants, agreements and
            conditions for the protection or benefit of the bonds of all
            series, and in respect of any Exclusive Benefit Covenant (other
            than any covenant requiring payment to any sinking,
            amortization, purchase or other analogous fund, which shall be
            governed by paragraph (b) of Section 8.01) such supplemental
            indenture may provide for a particular period of grace after
            default and may establish the percentage or percentages (which
            may differ) of any one or more series of the bonds which may
            (i) require the Trustee to declare a default under, (ii) waive
            a default under, (iii) waive compliance with, or (iv) amend,
            such Exclusive Benefit Covenants;

      (c)   To provide for the creation of any series of bonds other than
            Series B Bonds, Series C Bonds, Series D Bonds and Series E
            Bonds, as more fully set forth in paragraph 2 of Section 2.03;

      (d)   To evidence the succession of another corporation to the
            Company, or successive successions, and the assumption by a
            successor corporation of the covenants and obligations of the
            Company and the acceptance by a successor corporation of the
            provisions contained in the bonds issued hereunder and in this
            Amended and Restated Mortgage Indenture and in any and every
            supplemental indenture;

      (e)   To convey, transfer and assign to the Trustee, and to subject
            to the lien of this Amended and Restated Mortgage Indenture,
            with the same force and effect as though included in the
            Granting Clauses hereof, additional properties, rights and
            franchises hereafter acquired by the Company through
            consolidation or merger, or by purchase or in any other manner
            whatsoever;

      (f)   To cure any ambiguity, or to cure, correct or supplement any
            defect or inconsistent provision contained in this Amended and
            Restated Mortgage Indenture or in any indenture supplemental
            hereto;

      (g)   To add to the powers, duties or obligations of the Trustee, or
            to impose requirements, in addition to those set forth in
            Section 12.03 hereof, with respect to the qualification or
            disqualification of any bank or trust company to act as trustee
            under this Amended and Restated Mortgage Indenture, but no such
            supplemental indenture shall be made without the consent of the
            Trustee;

      (h)   To authorize the issuance hereunder of coupon bonds of one or
            more series, and to make appropriate provision in connection
            therewith for notices to the holders of such bonds, transfer of
            such bonds by delivery and other matters characteristic of such
            bonds; and

      (i)   To modify, amend or supplement this Amended and Restated
            Mortgage Indenture, or any indenture supplemental hereto, in
            such manner as to permit the qualification thereof under the
            Trust Indenture Act of 1939 or any similar federal statute
            hereafter in effect, except that nothing contained herein shall
            authorize the inclusion in any indenture supplemental hereto of
            the provisions referred to in Section 316(a) (2) of such Act or
            any Corresponding provision provided for in any similar federal
            statute hereafter in effect.

      SECTION 13.02.     The Trustee is hereby authorized to join with the
Company  in the execution of any supplemental  indenture authorized or
permitted by the provisions of this Amended and Restated Mortgage Indenture
and to make the further agreements and stipulations which may be contained
therein, and the Trustee in executing any supplemental indenture shall be
fully protected in relying on the Opinion of Counsel that such supplemental
indenture is authorized or permitted by the provisions of this Amended and
Restated Mortgage Indenture and is not inconsistent therewith.


ARTICLE XIV.

Defeasance

      If the Company, or its successors or assigns, shall pay or cause to
be paid unto the registered owners of all bonds the principal and interest
to become due thereon and any premium which may be due and payable thereon
at the times and in the manner stipulated therein, and if the Company shall
keep, perform and observe all and singular the covenants and promises in
such bonds and in this Amended and Restated Mortgage Indenture and in every
indenture supplemental hereto expressed to be kept, performed and observed
by it or on its part, then (at the option of the Company, evidenced by a
Certified Resolution) this Amended and Restated Mortgage Indenture and the
estate and the rights hereby granted shall cease, determine and be void,
and thereupon the Trustee shall, upon the request of the Company and at its
expense, cancel and discharge the lien of this Amended and Restated Mortgage
Indenture, and execute and deliver to the Company such deeds or other
instruments as shall be requisite to satisfy the lien hereof, and shall re-
convey to the Company the estate and title hereby conveyed, and shall assign
and deliver to the Company any property hereby conveyed and subject to the
lien of this Amended and Restated Mortgage Indenture which may then be in
its possession. Bonds for the payment or redemption of which sufficient
moneys shall have been deposited with or paid to or set apart in trust by
the Trustee  (whether upon or prior to the maturity or the redemption date
of such bonds) shall, for the purposes of this Article XIV, be deemed to
have been paid; provided, however, that if such bonds are to be redeemed
prior to the maturity thereof the notice of redemption thereof required by
the provisions of this Amended and Restated Mortgage Indenture or of any
indenture supplemental hereto shall have been duly given, or provision
satisfactory to the Trustee shall have been made for the giving of such
notice.


ARTICLE XV.

Miscellaneous Provisions

      SECTION 15.01.     Nothing in this Amended and Restated Mortgage
Indenture expressed or implied is intended or shall be construed to confer
upon or to give to any person or corporation, other than the parties hereto
and the registered owners of the bonds issued hereunder, any right, remedy
or claim under or by reason of this Amended and Restated Mortgage Indenture
or any indenture supplemental hereto, or any covenant, condition or
stipulation hereof or thereof; and the covenants, stipulations and
agreements contained in this Amended and Restated Mortgage Indenture and i~
any and all indentures supplemental hereto are and shall be for the sole and
exclusive benefit of the parties hereto, their successors and assigns, and
of the registered owners of the bonds issued hereunder.

      SECTION 15.02.     Whenever in this Amended and Restated Mortgage
Indenture one of the parties hereto is named or referred to, the successors
and assigns of such party shall be deemed to be included, and all the
covenants, promises and agreements contained in this Amended and Restated
Mortgage Indenture by or on behalf of the Company or by or on behalf of the
Trustee shall bind and inure to the benefit of their respective successors
and assigns, whether so expressed or not.

      SECTION 15.03.     All moneys deposited with or paid to or set apart
in trust by the Trustee for the redemption of bonds or for the payment of
bonds issued hereunder upon the maturity thereof, or otherwise, shall be
held by the Trustee in trust for the account of the respective registered
owners of such bonds and shall be paid, when due, to the respective
registered owners of such bonds, upon presentation and surrender of such
bonds accompanied by such duly executed instruments of transfer as may be
required by the Company or the Trustee.  Any such moneys remaining unclaimed
by the registered owners of such bonds for six (6) years after the date of
maturity or the date fixed for redemption, as the case may be, shall, upon
the written request of the Company therefor and if none of the Events of
Default specified in Section 8.01 shall to the knowledge of the Trustee have
happened and be continuing, be paid to the Company against its written
receipt therefor, and the registered owners of such bonds shall thereafter
be entitled to look only to the Company for payment thereof; provided,
however, that the Trustee, before being required to make any such payment
to the Company, may, at the expense of the Company, cause a notice, stating
that such moneys remain unclaimed and that after a date stated therein they
will be returned to the Company, to be published once in one daily newspaper
printed in the English language and of general circulation in Ansonia,
Connecticut.

      SECTION 15.04.     Any reference to the registered owners of a
particular percentage or proportion of the bonds, or of bonds of a
particular series, shall mean the registered owners at the particular time
of the specified percentage or proportion in aggregate principal amount of
all bonds then outstanding, or of all bonds of the particular series then
outstanding, as the case may be, exclusive of bonds owned or held by, for
the account of, or for the benefit or interest of the Company. The Trustee
(unless written objection is filed by the registered owner of one or more
bonds) shall be entitled conclusively to rely upon a notification in writing
by the Company specifying the principal amount of bonds owned or held by,
for the account of, or for the benefit or interest of the Company, or
stating that no bonds are so owned or held.

      SECTION 15.05.     Whenever in this Amended and Restated Mortgage
Indenture provision is made for the cancellation by the Trustee and the
delivery to the Company of any bonds, the Trustee may, upon request of the
Company, in lieu of such delivery, destroy or cremate such bonds and deliver
a certificate of such destruction or cremation to the Company.

      SECTION 15.06.     In case any one or more of the covenants or
agreements contained in this Amended and Restated Mortgage Indenture or in
the bonds shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining covenants or agreements contained herein and in
the bonds shall not be affected, prejudiced or disturbed thereby.

      SECTION 15.07.     This Amended and Restated Mortgage Indenture may be
simultaneously executed in any number of counterparts, and all such
counterparts executed and delivered, each as an original, shall constitute
but one and the same instrument.


ARTICLE XVI.

Amendment By Consent Of Bondholders

      Amendments and modifications of this Amended and Restated Mortgage
Indenture, or of any indenture supplemental hereto, and the rights and
obligations of the Company and of the owners of the bonds issued and to be
issued under this Amended and Restated Mortgage Indenture, may be made with
the written consent of the Company and the written consent of the registered
owners of not less than sixty-six and two-thirds percent (66-2/3%) in
principal amount of the bonds then outstanding under this Amended and
Restated Mortgage Indenture; provided that any amendment or modification
which will affect the rights under this Amended and Restated Mortgage
Indenture or any indenture supplemental hereto of the owners. of one or
more, but less than all, of the series of bonds outstanding under this
Amended and Restated Mortgage Indenture or which will amend or modify any
Exclusive Benefit Covenant may be made only with the consent of the Company
and the written consent of the registered owners of not less than sixty-six
and two-thirds percent (66-2/3%) in total principal amount of the bonds of
the series so affected or the bonds of the series for the protection or
benefit of which such Exclusive Benefit Covenant is made, as the case may
be, then outstanding under this Amended and Restated Mortgage Indenture
(unless in the case of any Exclusive Benefit Covenant some other percentage
of bonds is provided in the supplemental indenture establishing the
Exclusive Benefit Covenant), and may be made with the written consent of the
registered owners of such principal amount of the bonds of such series
without any requirement for the consent of the registered owners of bonds
outstanding under this Amended and Restated Mortgage Indenture which are not
affected by such amendment or modification; provided, however, that except
with the written consent of each registered owner of any bond affected
thereby no amendment or modification shall be made which will (a) permit the
extension of the time or times of payment of the principal of or the
interest on any bond, or a reduction in the principal amount of any bond,
the premium (if any) or the rate of interest thereon, or otherwise affect
the terms of payment of the principal of, premium (if any), or interest on,
any bonds, (b) reduce the percentage of principal amount of bonds required
by this Article XVI for the taking of any action hereunder, (c) permit the
creation by the Company, after the date hereof, of any mortgage or pledge
or lien in the nature thereof , ranking prior to or equal with the lien of
this Amended and Restated Mortgage Indenture, and not otherwise permitted
hereunder, on any material part of the trust estate, or (d) deprive the
holder of any bond outstanding of the lien of this Amended and Restated
Mortgage Indenture on any material part of the trust estate.

      For all purposes of this Article XVI, the Trustee shall be entitled
to rely upon an Opinion of Counsel with respect to the extent, if any, to
which any amendment or modification pursuant to the provisions of this
Article XVI affects the rights under this Amended and Restated Mortgage
Indenture or under any indenture supplemental hereto of any owners of bonds
then outstanding.

      A true copy of the text of any amendment or modification accomplished
pursuant to this Article XVI shall be mailed by the Trustee, postage
prepaid, to the registered owners of all bonds then  outstanding  under
this  Amended  and Restated Mortgage Indenture, at their addresses as the
same shall appear, if at all, upon the registry books of the Company, not
later than thirty (30) days after there shall have been filed with the
Trustee written consents by the registered owners of the percentage of the
principal amount of outstanding bonds required by this Article XVI to
approve such amendment or modification.

      Unless a later date shall be specified in the written consents
thereto, any amendment or modification approved by the registered owners of
the percentage of the principal amount of outstanding bonds required by this
Article XVI shall become effective upon completion of the mailing specified
in the next preceding paragraph and the filing with the Trustee of a
Certified Resolution approving such amendment or modification. when
effective in accordance with the next Preceding sentence, such amendment or
modification shall be conclusively binding upon the Company, the Trustee
and the owners of all bonds outstanding under this Amended and Restated
Mortgage Indenture, except as otherwise specifically provided in this
Article XVI; provided, however, that no such amendment or modification, or
resolution of the Board of Directors of the Company, shall in any manner
change or modify any of the rights or obligations of the Trustee without
the Trustee's written assent thereto. Nothing contained in this Article XVI
shall be deemed or construed to authorize or permit any hindrance or delay
in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the owners of bonds under any of the provisions of this
Amended and Restated Mortgage Indenture or of the bonds.

      Instruments supplemental to this Amended and Restated Mortgage
Indenture embodying any amendment or modification of this Amended and
Restated Mortgage Indenture, of any indenture supplemental hereto or of the
rights and obligations of the Company or of the owners of the bonds
outstanding under this Amended and Restated Mortgage Indenture may be
executed by the Trustee and the Company and, upon demand of the Trustee or
if so specified in the written consents to the amendment or modification,
shall be executed by the Company and the Trustee.


ARTICLE XVII.

Definitions

      Wherever used in this Amended and Restated Mortgage Indenture or any
indenture supplemental hereto, the following terms shall have the respective
meanings set forth below, unless the context otherwise requires:

      1.    The term "Certified Resolution" shall mean a resolution or
            resolutions certified by the Secretary or an Assistant
            Secretary of the Company to have been duly adopted by its Board
            of Directors.

      2.    The term "Long Term Debt" shall mean the principal amount of
            all outstanding indebtedness maturing more than one year from
            the date incurred or assumed, or renewable or extendible by its
            terms beyond such one year, without reduction for any serial,
            sinking fund or other required payment due on or in respect of
            any such indebtedness, even though due within such year.

      3.    The term "mailing address," when used with reference to the
            Company, shall mean the address set forth beneath the
            signatures of the officers of the Company and the Trustee to
            this Amended and Restated Mortgage Indenture, or such other
            address as the Company may have furnished in writing to the
            Trustee.

      4.    The term "Opinion of Counsel" shall mean an opinion of counsel
            (who may be in the regular employ of, or of counsel to, the
            Company or a corporation affiliated with the Company), selected
            by the Board of Directors and satisfactory to the Trustee.  Any
            Opinion of Counsel may rely upon statements of fact contained
            in an accompanying certificate of an officer or officers of the
            Company; and any Opinion of Counsel may rely, insofar as it
            relates to titles to property or liens, charges or encumbrances
            thereon, upon any certified abstract of title, torrens
            certificate, guaranty policy or certificate issued by a
            reputable person, firm or corporation engaged in the business
            of insuring or guaranteeing titles to property, or opinion or
            certificate of other counsel, provided that the Opinion of
            Counsel shall state that such reliance is reasonable and proper
            and provided that a copy of such other document so relied upon
            is furnished with such Opinion.

      5.    The terms "outstanding" or "issued and outstanding," when used
            with reference to bonds issued under this Amended and Restated
            Mortgage Indenture, shall mean, as of any particular time, all
            bonds authenticated and delivered by the Trustee under this
            Amended and Restated Mortgage Indenture, except

            (a)    bonds which have been satisfied, discharged and canceled
                   or delivered to the Trustee for cancellation;

            (b)    bonds or portions thereof for the payment or redemption
                   of which moneys in the necessary amount shall have been
                   deposited in trust with the Trustee or with any paying
                   agent (other than the Company) or shall have been set
                   aside and segregated in trust by the Company (if the
                   Company shall act as its own paying agent), provided
                   that, if such bonds are to be redeemed, notice of such
                   redemption shall have been given as provided in this
                   Amended and Restated Mortgage Indenture or provision
                   satisfactory to the Trustee shall have been made for
                   giving such notice;

            (c)    bonds for the exchange of which bonds of the successor
                   corporation have been delivered to the Trustee, and
                   notice of such exchange given, as provided in Section
                   11.04;

            (d)    bonds in lieu of which other bonds shall have been
                   authenticated and delivered pursuant to the terms of
                   Section 1.10; and

            (e)    bonds deposited with or held by the Trustee under any of
                   the provisions of this Amended and Restated Mortgage
                   Indenture, including any so held under a sinking fund or
                   similar fund.

      6.    The term "Permitted Encumbrances" shall mean:

            (a)    any lien, charge or other encumbrance for the
                   satisfaction of which money in the necessary amount has
                   been deposited with the Trustee, or with the trustee or
                   other holder of such lien, charge or encumbrance, or
                   which will be retired prior to or simultaneously with the
                   taking of the action applied for under this Amended and
                   Restated Mortgage Indenture in connection with which
                   reference is made to Permitted Encumbrances;

            (b)    liens of taxes or assessments for the current year and
                   taxes or assessments not yet due and payable;

            (c)    liens, securing indebtedness which has neither been
                   assumed by the Company nor upon which it customarily pays
                   interest charges, existing upon real property, or rights
                   in or relating thereto,  which real property or rights
                   were acquired for right-of-way purposes;

            (d)    workmen's, materialmen's, carriers', warehousemen's,
                   landlords' and other similar liens incidental to
                   construction or current operations and in respect of
                   obligations which are not overdue;

            (e)    the lien of judgments covered by insurance, or on appeal
                   and covered by supersedes bond or, if not covered by such
                   insurance or bond, not exceeding at any one time One
                   Hundred Thousand Dollars ($100,000) in aggregate amount;

            (f)    zoning laws and ordinances;

            (g)    leases permitted by Section 6.01;

            (h)    easements, rights of way, restrictions, conditions and
                   other similar encumbrances, minor defects or
                   irregularities of title, and alleys, streets and highways
                   that may run across or encroach upon property subject to
                   the lien of this Amended and Restated Mortgage Indenture,
                   which in the aggregate do not materially impair the
                   usefulness of the mortgaged property in the present
                   business of the Company;

            (i)    in the case of easements and rights of way owned the
                   Company, and rights to use or appropriate water or to
                   overflow the lands of others, such defects therein as the
                   Company itself shall have power to cure by appropriate
                   legal proceedings;

            (j)    liens, charges or encumbrances which are being contested
                   in good faith and by appropriate proceedings and, in the
                   aggregate, do not materially and adversely affect the
                   financial condition of the Company;

            (k)    liens of purchase money obligations and liens existing on
                   property at the time of its acquisition by the Company or
                   a successor corporation as defined in Article XI; and

            (l)    liens junior to this Amended and Restated Mortgage
                   Indenture.

      7.    The term "Original Indenture" shall mean the Trust Indenture,
            dated as of July 15, 1954, from the Company to The First
            National Bank and Trust Company of New Haven (now The
            Connecticut National Bank), as Trustee, and such mortgage as
            heretofore supplemented and amended.

      8.    The term "Total Capitalization" shall mean the total of the
            sums stated in subparagraphs (d), (e) and (f) of paragraph 1 of
            Section 2.04.

      9.    The term "utility business" shall mean the business of a water
            company as described in Section 16-1 of the Connecticut General
            Statutes.

      10.   The term "utility property" shall mean property used or useful
            in connection with the Company's utility business.

      11.   The term "Exclusive Benefit Covenant" shall mean any covenant,
            agreement or condition that is expressly stated to be solely
            for the protection or benefit of the registered owners of the
            bonds of one or more but less than all series of bonds.

      12.   "Direct Income From the Sale of Real Property" shall mean the
            income recognized by the Company, net of taxes, from the sale
            or other disposition of real property in the year of such
            disposition in accordance with generally accepted accounting
            principles; such term shall not include amortization of income
            from such dispositions in years  subsequent  to  the
            applicable  dispositions, reflecting the sharing of gains from
            such dispositions between the Company's ratepayers and
            shareholders ordered by the DPUC.

      13.   The term "Base Rate" shall have the meaning ascribed to such
            term in Section 2.08.

      14.   The term "Excluded Real Property" shall have the meaning
            ascribed to such term in Granting Clause I.


ARTICLE XVIII.

Applicable Law

      This Amended and Restated Mortgage Indenture is made under, and shall
be governed by, the laws of the State of Connecticut.


      IN WITNESS WHEREOF, The Ansonia Derby Water Company has caused these
presents to be signed in its corporate name by its Chairman of the Board,
its President or one of its Vice Presidents and sealed with its corporate
seal attested by its Secretary or one of its Assistant Secretaries, and The
Connecticut National Bank has caused these presents to be signed in its
corporate name by one of its Vice Presidents or one of its duly authorized
officers and sealed with its corporate seal attested by its duly authorized
officer or person, all as of the day and year first above written.


                                     THE ANSONIA DERBY WATER COMPANY


                                     By_______________________________
                                       Its
[SEAL]

Attest:____________________________


By:________________________________




Signed, sealed and delivered by
The Ansonia Derby Water Company
in the presence of:



____________________________________


____________________________________





                                     THE CONNECTICUT NATIONAL BANK


                                     By_____________________________
                                       Its
[SEAL]

Attest:______________________________



Signed, sealed and delivered by
The Connecticut National Bank
in the presence of:


_________________________________


_________________________________




      The mailing address of the Company referred to in Article XVII of the
foregoing Amended and Restated Mortgage Indenture is 230 Beaver Street,
Ansonia, Connecticut 06401.



STATE OF CONNECTICUT     )
                         )     ss:  Ansonia;  August 9, 1991
COUNTY OF NEW HAVEN      )

      Personally appeared Leroy A. DeFrances and Anne A. Renkert, of The
Ansonia Derby Water Company, signer and sealer, respectively, of the
foregoing instrument, to me personally known, who being by me duly sworn
did say that they are the Vice President and Treasurer and Secretary,
respectively, of The Ansonia Derby Water Company, one of the corporations
described herein, and that they executed said instrument and severally
acknowledged the same to be their free act and deed as such Vice President
and Treasurer and Secretary, respectively, and the free act and deed of The
Ansonia Derby Water Company and on oath stated that they were duly
authorized to sign and seal, respectively, said instrument and that the seal
affixed thereto is the corporate seal of The Ansonia Derby Water Company,
before me.



                                           _________________________________
                                           Notary Public
                                           My Commission Expires:


(NOTARY SEAL)
STATE OF CONNECTICUT     )
                         )     ss:  Hartford;    August 8, 1991
COUNTY OF HARTFORD       )

      Personally appeared Mark A. Forgetta and Kathy A. Larimore of The
Connecticut National Bank, signer and sealer, respectively, of the foregoing
instrument, to me personally known, who being by me duly sworn did say that
they are a Vice President, respectively, of The Connecticut National Bank,
one of the corporations described herein, and that they executed said
instrument and severally acknowledged the same to be their free act and deed
as such Vice President and Corporate Trust Officers respectively, and the
free act and deed of The Connecticut National Bank and on oath stated that
they were duly authorized to sign and seal, respectively, said instrument
and that the seal affixed thereto is the corporate seal of The Connecticut
National Bank, before me.



                                           __________________________________
                                           Notary Public
                                           My Commission Expires:

(NOTARY PUBLIC)
EXHIBIT A

(FORM OF SERIES E BOND)


No. R-

THE ANSONIA DERBY WATER COMPANY
FIRST MORTGAGE 9.64% BOND, SERIES E,
DUE SEPTEMBER 1, 2011


      The Ansonia Derby Water Company, a corporation organized and existing
under the laws of the State of Connecticut (hereinafter called the
"Company," which term shall include any successor corporation as defined in
the Amended and Restated Mortgage Indenture hereinafter referred to), for
value received, hereby promises to pay to __________________________________
or registered assigns, on the first day of September 2011, at the principal
office of the Trustee hereinafter named in the City of Hartford, Connecticut
(or, if there be a successor trustee, at its principal office), the sum of
_______________________ Dollars in coin or currency of the United States of
America which at the time of payment is legal tender for public and private
debts, and to pay interest thereon to the registered owner hereof, at such
office (or as provided in the Amended and Restated Mortgage Indenture
hereinafter referred to or in Section 4.1 of the Bond Purchase Agreement
dated as of August 13, 1991 between the Company and the original holder of
the Series E Bonds hereinafter referred to), from the interest payment date
next preceding the date of this bond (or, if this bond is dated prior to
March 1, 1992, from the date hereof)  until maturity,  at the rate of nine
and sixty-four one-hundredths percent (9.64%) per annum, in like coin or
currency, semi-annually on the first day of March and the first day of
September in each year (or, if either of such days shall be a Saturday,
Sunday or legal holiday, on the next following business day), commencing on
the first day of March, 1992, and the balance of such interest at maturity,
and to pay interest at the rate of eleven and sixty-four one-hundredths
percent (11.64%) per annum on any overdue principal and, to the extent
permitted by law, on any overdue installment of interest, from the due date
until the date of payment.

      This bond is one of a duly authorized issue of bonds of the Company
known as its First Mortgage Bonds, not limited in aggregate principal amount
except as provided in the Amended and Restated Mortgage Indenture
hereinafter referred to, all issued and to be issued in one or more series
under and equally and ratably secured (except insofar as any sinking or
other fund, established in accordance with the provisions of the Amended
and Restated Mortgage Indenture hereinafter referred to, may afford
additional security for the bonds of any particular series) by an Amended
and Restated Mortgage Indenture (hereinafter called the "Amended and
Restated Mortgage Indenture"), executed by the Company to The Connecticut
National Bank, as Trustee, dated as of August 9, 1991, to which Amended and
Restated Mortgage Indenture and to all indentures supplemental thereto
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions
upon which the bonds are and are to be secured, and the rights of the
holders or registered owners thereof and of the Trustee in respect of such
security.  As provided in the Amended and Restated Mortgage Indenture, such
bonds may be issued in series for various principal sums, may bear different
dates and mature at different times, may bear interest at different rates,
and may otherwise vary as provided or permitted in the Amended and Restated
Mortgage Indenture.  This bond is one of the bonds described in the Amended
and Restated Mortgage Indenture and designated therein as "First Mortgage
9.64% Bonds, Series E, due September 1, 2011" Hereinafter referred to as the
"Series E Bonds").

      The Series E Bonds are subject to redemption, in whole or in part, at
any time and from time to time, at the option of the Company or pursuant to
certain requirements of the Amended and Restated Mortgage Indenture, upon
notice mailed by first-class mail to the registered owners thereof, at least
twenty-five (25) days before the redemption date, all on the conditions and
in the manner provided in the Amended and Restated Mortgage Indenture;
provided, however, that no Series E Bonds may be redeemed on or prior to
September 1, 2001.

      Series E Bonds shall be redeemable (a) if redeemed through the
operation of the Sinking Fund referred to in Section 5.02 of Article V of
the Amended and Restated Mortgage Indenture, or by the use, or in
anticipation of the receipt, of moneys derived from the sale to, or other
acquisition by or on behalf of, one or more governments  or municipal
corporations or other governmental subdivisions, bodies, authorities or
agencies of all or substantially all of the property of the Company as
described in Section 6.06 of the Amended and Restated Mortgage Indenture
(including any such sale to or acquisition by an intermediary or
intermediaries acquiring such assets or stock under an arrangement for the
resale or other disposition thereof to one or more government or municipal
corporations or other governmental subdivisions, bodies, authorities or
agencies), at a redemption price of one hundred percent (100%) of the
principal amount thereof, or (b) if redeemed otherwise than as described in
the preceding clause (a), at the redemption price at the time applicable as
set forth in the following schedule, in each case together with interest
accrued on such bonds to the date fixed for their redemption:


                                                             Redemption Price
Redemption Period                                            (Percentage of
(Both Dates Inclusive)                                       Principal
Amount)
September 2, 2001 to September 1, 2002                             105
September 2, 2002 to September 1, 2003                             104
September 2, 2003 to September 1, 2004                             103
September 2, 2004 to September 1, 2005                             102
September 2, 2005 to September 1, 2006                             101
September 2, 2006 to Maturity                                      100



      If this bond, or any portion hereof, is called for redemption and
payment thereof is duly provided for as specified in the Amended and
Restated Mortgage Indenture, interest shall cease to accrue hereon or on
such portion, as the case may be, from and after the date fixed for
redemption.

      In the event that all or substantially all of the property of the
Company at the time subject' to the lien of the Amended and Restated
Mortgage Indenture, or all or substantially all of the property of the
Company at the time so subject to such lien which is used or useful in
connection with its utility business (as defined in the Amended and Restated
Mortgage Indenture), shall be released from the lien of the Amended and
Restated Mortgage Indenture under the provisions of Section 6.03 or Section
6.06 thereof, the award or consideration received by the Trustee for such
property (together with any other moneys held by the Trustee under the
Amended and Restated Mortgage Indenture) shall be applied by the Trustee to
the redemption in full of all bonds then outstanding under the Amended and
Restated Mortgage Indenture, any moneys held for the account for any
particular bonds being applied to the redemption (or payment, if matured)
of such bonds to the extent that such bonds are redeemable at such time by
their terms, in accordance with the applicable provisions of Article IV of
the Amended and Restated Mortgage Indenture. If the moneys then in the hands
of the Trustee available for such purpose shall not be sufficient for such
redemption in full, the Company shall deposit with the Trustee on or before
the date fixed for redemption an amount sufficient to enable the Trustee to
pay the full redemption prices of the bonds at the rate or rates applicable,
together with interest accrued to such date and premiums, if any, and all
expenses in connection with such redemption. If the Company shall default
in its obligation to deposit any such amount with the Trustee, the moneys
in the hands of the Trustee available for such purpose (together with any
moneys thereafter received) shall be applied by the Trustee to the partial
payment of all bonds then outstanding under the Amended and Restated
Mortgage Indenture, pro rata in proportion to the respective amounts then
due and owing thereon for principal, premium (if any) and interest but,
until the full amount then due and owing on the bonds shall have been paid,
no such partial payment shall discharge the obligation of the Company on any
bond except to the extent of such partial payment Notice of any such partial
pro rata payment shall be given once the Trustee to the registered owners
of the bonds in the manner provided above with respect to the redemption of
bonds within one week after the date for which the bonds were called for
redemption, and from and after a date to be specified in such notice (to be
not earlier than the date upon which such notice is given nor later than
ten (10) days after such redemption date) interest shall cease to accrue on
the obligation of the Company on the bonds so called for redemption to the
extent of the partial payment so provided.  Subsequently, if any additional
moneys applicable to an additional partial payment or to the payment of the
entire balance then due on the bonds shall be received by the Trustee, the
Trustee shall, with reasonable promptness, give like notice of any such
payment (specifying a date within ten (10) days after the date of such
notice) with like effect.

      The principal of this bond may be declared or may become due prior to
its maturity date, in the manner and with the effect and subject to the
conditions provided in the Amended and Restated Mortgage Indenture, upon
the happening of an Event of Default as in the Amended and Restated Mortgage
Indenture provided; subject, however, to the right, under certain
circumstances, of the registered owners of a majority in principal amount
of the bonds outstanding (or, if such Event of Default be a default in the
payment of any principal of or premium or interest on the bonds of any
particular series, the registered owners of a majority in principal amount
of the bonds of such series outstanding) to annul such declaration.

      In case the Company shall be consolidated with or merged into any
other corporation, or all or substantially all of the mortgaged property as
an entirety or substantially as an entirety shall be conveyed or
transferred, subject to the lien of the Amended or Restated Mortgage
Indenture, the corporation resulting from such consolidation, or into which
the Company shall have been merged, or which shall have received such
conveyance or transfer, may elect to exchange its bonds for bonds
outstanding under the Amended and Restated Mortgage Indenture, including
the Series E Bonds.

      To the extent permitted by, and as provided in, the Amended and
Restated Mortgage Indenture, amendments or modifications of the Amended and
Restated Mortgage Indenture, or of any indenture supplemental thereto, and
of the rights and obligations of the Company and of the owners of the bonds
issued and to be issued thereunder, may be made with the consent of the
Company by the written consent of the registered owners of not less than
sixty-six and two-thirds percent (66-2/3%) in principal amount of the bonds
then outstanding under the Amended and Restated Mortgage Indenture and
entitled to vote; provided that any amendment or modification which will
affect the rights under the Amended and Restated Mortgage Indenture or any
indenture supplemental thereto of the owners of one or more, but less than
all, of the series of bonds outstanding under the Amended and Restated
Mortgage Indenture or any indenture supplemental thereto or which will amend
or modify any Exclusive Benefit Covenant (as defined in the Amended and
Restated Mortgage Indenture) may be made only with the consent of the
Company and the written consent of the registered owners of not less than
sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds
of the series so affected or the bonds of the series for the protection or
benefit of which such Exclusive Benefit Covenant is made, as the case may
be, then outstanding under the Amended and Restated Mortgage Indenture
(unless in the case of an Exclusive Benefit Covenant some other percentage
of bonds is provided in the supplemental indenture establishing the
Exclusive Benefit Covenant), and may be made with the written consent of
the registered owners of such principal amount of the bonds of such series
without any requirement for the consent of owners of bonds outstanding under
the Amended and Restated Mortgage Indenture which are not affected by such
amendment or modification; provided, however, that, except with the written
consent of each registered owner of any bond affected thereby, no amendment
or modification shall be made which will (a) permit the extension of the
time or times of payment of the principal of or the interest on this bond,
or a reduction in the principal amount hereof, the premium (if any) or the
rate of interest hereon, or otherwise affect the terms of payment of the
principal of, premium (if any) or interest on, this bond, (b) reduce the
percentage of principal amount of bonds the consent of the owners of which
is required for the modification or alteration of the Amended and Restated
Mortgage Indenture, or of any indenture supplemental thereto, (c) permit the
creation by the Company, after the date hereof, of any mortgage or pledge
or lien in the nature thereof, ranking prior to or equal with the lien of
the Amended and Restated Mortgage Indenture, and not otherwise permitted
thereunder, on any material part of the mortgaged and pledged property, or
(d) deprive the holder of any outstanding bond of the lien of the Amended
and Restated Mortgage Indenture on any material part of the mortgaged and
pledged property.

      This bond is transferable by the registered owner hereof, in person
or by duly authorized attorney, on books of the Company to be kept for that
purpose at the principal office of the Trustee in the City of Hartford,
Connecticut (or, if there is a successor trustee, at its principal office),
upon surrender hereof at such office for cancellation and upon presentation
of a written instrument of transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the Trustee
shall authenticate and deliver, a new registered Series E Bond or Bonds, in
authorized denominations, of a like aggregate principal amount; and the
owner of any Series E Bond or Bonds may surrender the same as provided above
at such office in exchange for a like aggregate principal amount of bonds
of like form, in authorized denominations; all subject to the terms and
conditions specified in the Amended and Restated Mortgage Indenture.

      The Company and the Trustee may treat the registered owner of this
bond as the absolute owner hereof, whether or not this bond shall be
overdue, for the purpose of receiving payment, or account of the principal
and interest of this bond, and for all other purposes; and neither the
Company nor the Trustee shall be affected by any notice to the contrary;
and interest and principal may be paid by the Company or Trustee to the
registered holder in accordance with Section 4.1 of the Bond Purchase
Agreement, dated as of August 13, 1991, between the Company and the original
holder of the bond.

      No recourse under or upon any obligation, covenant or agreement
contained in the Amended and Restated Mortgage Indenture or in any indenture
supplemental thereto, or in any bond thereby secured, or because of any
indebtedness thereby secured, shall be had against any incorporator, or
against any past, present or future stockholder, officer or director, as
such, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any constitution,
statute, or rule of law or equity, or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise; it being expressly
agreed and understood that the Amended and Restated Mortgage Indenture, any
indenture supplemental thereto and the obligations thereby secured are
solely corporate obligations, and that no personal liability whatever shall
attach to, or be incurred by, such incorporators, stockholders, officers or
directors, as such, of the Company, or of any successor corporation, or any
of them, because of the incurring of the indebtedness thereby authorized,
or under or by reason of any of the obligations, covenants or agreements
contained in the Amended and Restated Mortgage Indenture or in any indenture
supplemental thereto or in any of the bonds or coupons thereby secured, or
implied therefrom.

      This bond shall not be entitled to any benefit under the Amended and
Restated Mortgage Indenture or any indenture supplemental thereto, and shall
not become valid or obligatory for any purpose, until The Connecticut
National Bank, as the Trustee under the Amended and Restated Mortgage
Indenture, or a successor trustee thereunder, shall have signed the form of
authentication certificate endorsed hereon.


      IN WITNESS WHEREOF, The Ansonia Derby Water Company has caused this
bond to be signed in its name by its Chairman of the Board, its President
or a Vice President and its corporate meal to be hereto affixed and attested
by its Secretary or an Assistant Secretary, and this bond to be dated August
13, 1991.

                                     THE ANSONIA DERBY WATER COMPANY



                                     By______________________________
                                       Its

ATTEST:


___________________________________



(FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE FOR SERIES E BONDS)


TRUSTEE'S AUTHENTICATION CERTIFICATE

      This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Amended and Restated Mortgage Indenture.


                                     THE CONNECTICUT NATIONAL BANK,
                                           as Trustee


                                     By______________________________
                                       Its Authorized Officer