This Agreement, dated as of the 4th day of December,
1996, is entered into by and between Connecticut Yankee Atomic
Power Company ("Connecticut Yankee" or "Seller") and Montaup
Electric Company ("Purchaser").

     For good and valuable consideration, the receipt of which is
hereby acknowledged, it is agreed as follows:

1.  Basic Understandings

     Connecticut Yankee was organized in 1952 to provide for the
supply of power to its sponsoring utility companies, including
the Purchaser (collectively the "Purchasers"). It constructed a
nuclear electric generating unit, having a net capability of
approximately 582 megawatts electric (the "Unit") at a site in
Haddam Neck, Connecticut. Connecticut Yankee was issued a full-
term, Facility Operating License for the Unit by the Nuclear
Regulatory Commission (which, together with any successor
agencies, is hereafter called the "NRC"), which license is now
stated to expire on June 29, 2007. The Unit has been in
commercial operation since January 1, 1968.

     The Unit was conceived to supply economic power on a cost of
service formula basis to the Purchasers. Connecticut Yankee and
the Purchaser are parties to a power Contract dated as of July 1,
1964 ("Initial Power Contract"). Pursuant to the Initial Power
Contract and other similar contracts (collectively, the "Initial
Power Contracts") between Connecticut Yankee and the other
Purchasers, Connecticut Yankee contracted to supply to the
Purchasers all of the capacity and electric energy available from
the Unit for a term of thirty (30) years following January l,
1968.

     Connecticut Yankee and the Purchaser are also parties to an
Additional Power Contract, dated as of April 30, 1984
("Additional Power Contract"). The Additional Power Contract and
other similar contracts (collectively, the "Additional Power
Contracts") between Connecticut Yankee and the other Purchasers
provide for an operative term stated to commence on January 1,
1998 (when the Initial Power Contracts terminate) and extending
until a date (the "End of Term Date") which is 30 days after the
later of the date on which the last of the financial obligations
of Connecticut Yankee has been extinguished or the date on which
Connecticut Yankee is finally relieved of any obligations under
the last of the licenses (operating or possessory) which it
holds, or hereafter receives, from the NRC with respect to the
Unit. The Additional Power Contracts also provide, in the event
of their earlier cancellation, for the survival of the
decommissioning cost obligation and for the applicable provisions
thereof to remain in effect to permit final billings of costs
incurred prior to such cancellation.

     Pursuant to the Power Contract and the Additional Power
Contract, the Purchaser is entitled and obligated to take its
entitlement percentage of the capacity and net electrical output
of the Unit during the service life of the Unit and obligated
to pay therefor monthly its entitlement percentage of Connecticut
Yankee's cost of service, including decommissioning costs,
whether or not the Unit is operated.

     Connecticut Yankee and the Purchaser are also parties to a
1987 Supplementary Power Contract, dated as of April l, 1987
("1987 Supplementary Power Contract"). The 1987 Supplementary
Power Contract and other similar contracts (collectively, the
"1987 Supplementary Power Contracts") between Connecticut Yankee
and the other Purchasers restate and supersede earlier
Supplementary Power Contracts and Agreements Amending
Supplementary Power Contracts between Connecticut Yankee and the
Purchasers. Pursuant to the 1987 Supplementary Power Contracts,
the Purchasers make monthly certain supplementary payments to
Connecticut Yankee during the terms of the Initial Power
Contracts and Additional Power Contracts.

     On December 4, 1996, the board of directors of Connecticut
Yankee, after conducting a thorough review of the economics of
continued operation of the Unit for the remainder of the term of
the Facility Operating License for the Unit in light of other
alternatives available to Connecticut Yankee and the Purchasers,
determined that the Unit should be permanently shut down
effective December 4, 1996. The Purchaser concurs in that
decision.

     As a consequence of the shutdown decision, Connecticut
Yankee and the Purchaser propose at this time to amend the 1987
Supplementary Power Contract and the Additional Power Contract in
various respects in order to clarify and confirm provisions for
the recovery under said contracts of the full costs previously
incurred by Connecticut Yankee in providing power from the Unit
during its useful life and of all costs of decommissioning the
Unit, including the costs of maintaining the Unit in a safe
condition following the shutdown and prior to its decontamination
and dismantlement.

     Connecticut Yankee and each of the other Purchasers are
entering into agreements which are identical to this Agreement
except for necessary changes in the names of the parties.

2. Parties' Contractual Commitments

     Connecticut Yankee reconfirms its existing contractual
obligations to protect the Unit, to maintain in effect certain
insurance and to prepare for and implement the decommissioning of
the Unit in accordance with applicable laws and regulations.
Consistent with public safety, Connecticut Yankee shall use its
best efforts to accomplish the shutdown of the Unit, the
protection and any necessary maintenance of the Unit after
shutdown and the decommissioning of the Unit in a cost-effective
manner and shall use its best efforts to ensure that any required
storage and disposal of the nuclear fuel remaining in the reactor
at shutdown and all spent nuclear fuel or other radioactive
materials resulting from operating of the Unit are accomplished
consistent with public health and safety considerations and at
the lowest practicable cost. The Purchaser reconfirms its
obligations under its Initial Power Contract, Additional Power
Contract and 1987 Supplementary Power Contract to pay its
entitlement percentage of Connecticut Yankee's costs as deferred
payment in connection with the capacity and net electrical output
of the Unit previously delivered by Connecticut Yankee and agrees
that the decision to shut down the Unit described in Section 1
hereof does not give rise to any cancellation right under Section
9 of the Initial Power Contract or Section 10 of the Additional
Power Contract.

     Except as expressly modified by this Agreement, the
provisions of the Additional Power Contract and the 1987
Supplementary Power Contract remain in full force and effect,
recognizing that the mutually accepted decision to shut down the
Unit renders moot those provisions which by their terms relate
solely to continuing operation of the Unit.

3.   Amendment of Payment Provisions of Additional Power Contract
     and 1987 Supplementary Power Contract

     A. Section 2 of the Additional Power Contract is hereby
amended by deleting the first two paragraphs thereof and by
inserting in lieu thereof the following:

           This contract shall become effective upon
      receipt by the Purchaser of notice that Connecticut
      Yankee has entered into Additional Power Contracts, as
      contemplated by Section 1 above, with each of the other
      Purchasers. The operative term of this contract shall
      commence on such date as may be authorized by the FERC
      and shall terminate on the date (the "End of Term
      Date") which is the later to occur of (i) 30 days after
      the date on which the last of the financial obligations
      of Connecticut Yankee which constitute elements of the
      payment calculated pursuant to Section 7 of this
      contract has been extinguished by Connecticut Yankee,
      or (ii) 30 days after the date on which Connecticut
      Yankee is finally relieved of all obligations under the
      last of any licenses (operating and/or possessory)
      which it now holds from, or which may hereafter be
      issued to it by, the NRC with respect to the Unit under
      applicable provisions of the Atomic Energy Act of 1954,
      as amended from time to time (the "Act").

     B. The second paragraph of Section 4 of the Additional
Power Contract is amended by deleting the phrase "Second
Supplementary Power Contracts" wherever it appears and inserting
in lieu thereof the phrase "1987 Supplementary Power Contracts".

     C. The first paragraph of Section 7 of the Additional Power
Contract is amended to read as follows:

       With respect to each month commencing on or after the
       commencement of the operative term of this contract,
       whether or not this contract continues fully or
       partially in effect, the Purchaser will pay Connecticut
       Yankee as deferred payment for the capacity and output
       of the Unit provided to the Purchaser by Connecticut
       Yankee prior to the permanent shutdown of the Unit on
       December 4, 1996, to the extent not otherwise paid in
       accordance with the Power Contract, but without
       duplication:

     D. The eighth paragraph of Section 7 of the Additional
Power Contract is amended by changing the period at the end to a
comma and inserting:

        , but including for purposes of this contract:
       (i) with respect to each month until the commencement
           of decommissioning of the Unit, the Purchaser's
           entitlement percentage of all expenses related to
           the storage or disposal of nuclear fuel or other
           radioactive materials, and all expenses related to
           protection and maintenance of the Unit during such
           period, including to the extent applicable all of the
           various sorts of expenses included in the
           definition of "Decommissioning Expenses", to the
           extent incurred during the period prior to the
           commencement of decommissioning;

      (ii) with respect to each month until expenses
           associated with disposal of pre-April 7, 1983
           spent nuclear fuel have been fully covered by
           amounts which have been collected from Purchasers
           and paid to a segregated fund as contemplated by
           Section 8 of the 1987 Supplementary Power
           Contract, dated as of April 1, 1987, between
           Connecticut Yankee and the Purchaser, as amended
           (the "1987 Contract"), the Purchaser's entitlement
           percentage of previously uncollected expenses
           associated with disposal of such prior spent
           nuclear fuel, as determined in accordance with
           Section 10 of the 1987 Contract; and

     (iii) with respect to each month until End of License
           Term, the Purchaser's entitlement percentage of
           monthly amortization of (a) the amount of any
           unamortized deferred expenses, as permitted from
           time to time by the Federal Energy Regulatory
           Commission or its successor agency, plus (b) the
           remaining unamortized amount of Connecticut
           Yankee's investment in plant, nuclear fuel and
           materials and supplies and other assets. Such
           amortization shall be accrued at a rate sufficient
           to amortize fully such unamortized deferred
           expenses and Connecticut Yankee's investments in
           plant, nuclear fuel and materials and supplies or
           other assets over a period extending to June 29,
           2007, provided, that if during any calendar month
           ending on or before December 3, 2000 either of
           the following events shall occur: (a) Connecticut
           Yankee shall become insolvent or (b) Connecticut
           Yankee shall be unable, from available cash or
           other sources, to meet when due during such month
           its obligations to pay principal, interest,
           premium (if any) or other fees with respect to any
           of its indebtedness of money borrowed, then
           Connecticut Yankee may adjust upward the accrual
           for amortization of the unrecovered investment for
           such month to an amount not exceeding the
           applicable maximum level specified in Appendix A
           hereto, provided that concurrently therewith the
           net Unit investment shall be reduced by an amount
           equal to the amount of such adjustment.

      As used herein, "End of License Term" means June 29,
      2007 or such later date as may be fixed, by amendment
      to the NRC Facility Operating License for the Unit, as
      the end of the term of the Facility Operating License.

     E. The definitions in Section 7 of the Additional Power
Contract and in Section 3 of the 1987 Supplementary Power
Contract of "Total Decommissioning Costs" and "Decommissioning
Expenses" are hereby amended to read as follows:

       "Total Decommissioning Costs" for any month shall mean
       the sum of (x) an amount equal to all accruals in such
       month to any reserve, as from time to time established
       by Connecticut Yankee and approved by its board of
       directors, to provide for the ultimate payment of the
       Decommissioning Expenses of the Unit, plus (y), during
       the Decommissioning Period, the Decommissioning
       Expenses for the month, to the extent such
       Decommissioning Expenses are not paid with funds from
       such reserve, plus (z) Decommissioning Tax Liability
       for such month. It is understood (i) that funds
       received pursuant to clause (x) may be held by
       Connecticut Yankee or by an independent trust or other
       separate fund, as determined by said board of
       directors, (ii) that, upon compliance with applicable
       regulatory requirements, the amount, custody and/or
       timing of such accruals may from time to time during
       the term hereof be modified by said board of directors
       in its discretion or to comply with applicable
       statutory or regulatory requirements or to reflect
       changes in the amount, custody or timing of anticipated
       Decommissioning Expenses, and (iii) that the use of the
       term "to decommission" herein encompasses compliance
       with all requirements of the NRC for permanent
       cessation of operation of a nuclear facility and any
       other activities reasonably related thereto, including
       provision for the interim storage of spent nuclear
       fuel.

       "Decommissioning Expenses" shall include all expenses
       of decommissioning the Unit, and all expenses relating
       to ownership and protection of the Unit during the
       Decommissioning Period, and shall also include the
       following:

     (1) All costs and expenses of any NRC-approved
         method of removing the Unit from service,
         including without limitation: dismantling,
         moth balling and entombment of the Unit;
         removing nuclear fuel and other radioactive
         material to temporary and/or permanent
         storage sites; construction, operation,
         maintenance and dismantling of a spent fuel
         storage facility; decontaminating, restoring
         and supervising the site; and any costs and
         expenses incurred in connection with
         proceedings before governmental authorities
         relating to any authorization to decommission
         the Unit or remove the Unit from service;

     (2) All costs of labor and services, whether
         directly or indirectly incurred, including
         without limitation, services of foremen,
         inspectors, supervisors, surveyors,
         engineers, security personnel, counsel and
         accountants, performed or rendered in
         connection with the decommissioning of the
         Unit and the removal of the Unit from
         service, and all costs of materials,
         supplies, machinery, construction equipment
         and apparatus acquired or used (including
         rental charges for machinery, equipment or
         apparatus hired) for or in connection with
         the decommissioning of the Unit and the
         removal of the Unit from service, and all
         administrative costs, including services of
         counsel and financial advisers of any
         applicable independent trust or other
         separate fund; it being understood that any
         amount, exclusive of proceeds of insurance,
         realized by Connecticut Yankee as salvage on
         any machinery, construction equipment and
         apparatus, the cost of which was charged to
         Decommissioning Expense, shall be treated as
         a reduction of the amounts otherwise
         chargeable on account of the costs of
         decommissioning of the Unit; and

     (3) All overhead costs applicable to the Unit
         during the Decommissioning Period, or accrued
         during such period, including without
         limiting the generality of the foregoing,
         taxes (other than taxes on or in respect of
         income), charges, license fees, excises and
         assessments, casualties, health care costs,
         pension benefits and other employee benefits,
         surety bond premiums and insurance premiums.

     F. Section 7 of the Additional Power Contract and
Section 3 of the 1987 Supplementary Power Contract are each
hereby amended by adding the following new paragraph after the
definition of "Decommissioning Tax Liability":

     "Decommissioning Period" shall mean the period
     commencing with the notification by Connecticut Yankee
     to the NRC of a decision of the board of directors of
     Connecticut Yankee to cease permanently the operation
     of the Unit for the purpose of producing electric
     energy and ending with the date when Connecticut Yankee
     has completed the decommissioning of the Unit and the
     restoration of the site and has been relieved of all
     its obligations under the last of any licenses issued
     to it by the NRC.

    G. The first sentence of Section 8 of the Additional Power
Contract is hereby amended to read as follows:

          Connecticut Yankee will bill the Purchaser, no later
     than ten (10) days after the end of any month, for all
     amounts payable by the Purchaser with respect to such
     particular month pursuant to Section 7 hereof.

     H. Section 8 of the Additional Power Contract and Section 4
of the 1987 Supplementary Power Contract are each amended to
delete the name "The Connecticut Bank and Trust
Company, National Association" and substitute "Fleet National
Bank."

     I.  Section 5 of the 1987 Supplementary Power Contract is amended to read
as follows:

     5.  Decommissioning Fund:

                     Connecticut Yankee agrees to pay to, or cause
                to be paid to, the Connecticut Yankee Trust or any
                successor trust approved by the board of directors
                of Connecticut Yankee all funds collected pursuant
                to Section 3 under clause (x) of the definition of
                "Total Decommissioning Costs".

      J. Section 10 of the Additional Power Contract is amended
to read as follows:

      10. Cancellation of Contract.

          If either

              (i) the Unit is damaged to the extent of being completely or
         substantially completely destroyed, or

              (ii) The Unit is taken by exercise of the
         right of eminent domain or a similar right or power,

     then and in any such case, the Purchaser may cancel the
     provisions of this contract, except that in all cases
     other than those described in clause (ii) above, the
     Purchaser shall be obligated to continue to make the
     payments of Total Decommissioning Costs and the other
     payments required by Section 7 and the provisions of
     that Section and the related provisions of this
     contract shall remain in full force and effect until
     the End of Term Date, it being recognized that the
     costs which Purchaser is required to pay pursuant to
     Section 7 represent deferred payments in connection
     with power heretofore delivered by Connecticut Yankee
     hereunder. Such cancellation shall be effected by
     written notice given by the Purchaser to Connecticut
     Yankee. In the event of such cancellation, all
     continuing obligations of the parties hereunder as to
     subsequently incurred costs of Connecticut Yankee other
     than the obligations of the Purchaser to continue to
     make the payments required by Section 7 shall cease
     forthwith. Notwithstanding the foregoing, the
     applicable provisions of this contract shall continue
     in effect after the cancellation hereof to the extent
     necessary to permit final billings and adjustments
     hereunder with respect to obligations incurred through
     the date of cancellation and the collection thereof.
     Any dispute as to the Purchaser's right to cancel this
     contract pursuant to the foregoing provisions shall be
     referred to arbitration in accordance with the
     provisions of Section 13.

          Notwithstanding anything in this contract
     elsewhere contained, the Purchaser may cancel this
     contract or be relieved of its obligations to make
     payments hereunder only as provided in the next
     receding paragraph of this Section 10. Further, if
     for reasons beyond Connecticut Yankee's reasonable
     control, deliveries are not made as contemplated by
     this contract, Connecticut Yankee shall have no
     liability to the Purchaser on account of such non-
     delivery.

 K.  Section 2 of the 1987 Supplementary Power Agreement is
amended to change the date in the definitions of "operating
expenses" and "M" from "May 26, 2004" to "June 29, 2007".

5.  Effective Date

     This Agreement shall become effective upon receipt by the
Purchaser of notice that Connecticut Yankee has entered into 1996
Amendatory Agreements, as contemplated by Section 1 hereof, with
each of the other Purchasers.

6. Interpretation

     The interpretation and performance of this Agreement shall
be in accordance with and controlled by the laws of the State of
Connecticut.

7. Addresses

     Except as the parties may otherwise agree, any notice,
request, bill or other communication from one party to the other
relating to this Agreement, or the rights, obligations or
performance of the parties hereunder, shall be in writing and
shall be effective upon delivery to the other party. Any such
communication shall be considered as duly delivered when mailed
to the respective post office address of the other party shown
following the signatures of such other party hereto, or such
other post office address as may be designated by written notice
given in the manner as provided in this Section.

8. Corporate Obligations

     This Agreement is the corporate act and obligation of the
parties hereto.

9. Counterparts

     This Agreement may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
of the counterparts had signed the same instrument. Any
signature page of this Agreement may be detached from any
counterpart without impairing the legal effect of any signatures
thereon, and may be attached to another counterpart of this
Agreement identical in form hereto but having attached to it one
or more signature pages.

     IN WITNESS WHEREOF, the parties have executed this
Amendatory Agreement by their respective duly authorized officers
as of the day and year first named above.

CONNECTICUT YANKEE ATOMIC POWER
COMPANY

By:  /s/ John B. Keane
       John B. Keane

Its   Vice President and Treasurer
Address: 107 Selden Street
         Berlin, CT 06037


MONTAUP ELECTRIC COMPANY

By:  /s/ Donald G. Pardus
       Donald G. Pardus
Its   Chairman

Address: One Liberty Square
13th Floor
Boston, MA 02107



Appendix A to
1996 Amendatory Agreement

Maximum Depreciation Schedule


If the event occurs during the twelve
months ending:                                Maximum Amortization Accrual:

         December 31, 1997                    $100,000,000.00
         December 31, 1998                    $ 80,000,000.00
         December 31, 1999                    $ 40,000,000.00
         December 31, 2000                    $ 20,000,000.00