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                                                                 Exhibit 10.8

                              AMENDED AND RESTATED
                            TAX ALLOCATION AGREEMENT

This Agreement, dated as of January 1, 1990, is made by and among Northeast
Utilities (the "Parent Company") and The Connecticut Light and Power Company,
Western Massachusetts Electric Company, Holyoke Water Power Company, Northeast
Utilities Service Company, Northeast Nuclear Energy Company, Holyoke Power and
Electric Company, The Rocky River Realty Company, The Quinnehtuk Company,
Research Park, Inc., Charter Oak Energy, Inc., and Charter Oak Paris, Inc., and
(as of the date on which each of the following companies became a member of the
Parent Company affiliated group, as defined in Section 1504(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code")), HEC, Inc., Public
Service Company of New Hampshire, North Atlantic Energy Corporation and North
Atlantic Energy Service Corporation (hereinafter collectively "subsidiaries" and
singly "subsidiary") in accordance with rule 45(c).(1) The subsidiaries join in
the annual filing of a consolidated federal income tax return with the Parent
Company.

In consideration of the mutual benefits and obligations provided for herein, the
Parties to this Agreement hereby agree that the consolidated federal income tax,
as defined by rule 45(c)(1), of the Parent Company and the subsidiaries shall be
allocated as follows:

1.       APPORTIONMENT OF PARENT COMPANY INCOME OR LOSS. The net taxable income
         or loss of the Parent Company attributable to the operations of the
         subsidiaries or to dividends received from the subsidiaries, computed
         on a separate return basis ("separate taxable income"), shall be
         apportioned among such subsidiaries in proportion to the dividends paid
         by each subsidiary to the Parent Company. The separate taxable income
         of the Parent Company or a subsidiary is the income or loss of such
         company for a tax year, computed as though such company had always
         filed a separate return on the same basis as used in the consolidated
         return, with the following adjustments:

         (a)   Gains and losses on intercompany transactions shall be taken into
               account as provided in Treas. Reg. ss. 1.1502-13 and 13T.

         (b)   Gains and losses relating to inventory adjustments shall be taken
               into account as provided in Treas. Reg. ss. 1.1502-18.

         (c)   Dividends and other transactions with respect to stock, bonds, or
               other obligations of members shall be reflected as provided in
               Treas. Reg. ss. 1.1502-14 and -14T.

         (d)   Excess losses shall be included in income as provided in
               Reg. ss. 1.1502-19.

---------------------------
(1)  References to rule 45 are to rule 45 of the Public Utility Holding Company
Act of 1935.

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         (e)   In the computations of tax credits and recapture, Treas.
               Reg. ss. 1.1502-3(f)(2) shall apply.

         (f)   Basis shall be determined under Treas. Reg. ss. 1.1502-31T
               or ss. 1.1502-32, and earnings and profits shall be determined
               under Treas. Reg. ss. 1.1502-33T.

         (g)   Payments made or received under this Agreement shall be
               eliminated.

         (h)   Items attributable to a consolidated return year but not
               allowable on a separate company basis (such as deductions for
               percentage depletion or net operating loss carryovers or
               carrybacks), to the extent such items were previously taken into
               account to reduce the consolidated taxable income shall be
               excluded.

 2.      ALLOCATION OF CONSOLIDATED TAX. The consolidated federal income tax, as
         defined by rule 45(c)(1), exclusive of capital gains taxes (see
         paragraph (3)), and the alternative minimum tax (see paragraph (7)),
         and before the application or recapture of any credits (see paragraph
         (4)) and the results of any special benefits (see paragraph (5)), shall
         be allocated among the subsidiaries based on their separate taxable
         income or loss, computed without regard to net capital gains or losses,
         and after the application of paragraph (1). The tax allocated to a
         company under this procedure, which may be either positive or negative,
         shall be equal to the consolidated federal income tax multiplied by a
         fraction, the numerator of which is the separate taxable income or loss
         of the company and the denominator of which is the consolidated taxable
         income. However, no company shall receive a negative allocation greater
         (in absolute value) than the amount by which its loss has reduced the
         consolidated federal income tax liability. Conversely, a company shall
         receive a negative allocation for any loss or deduction it cannot use
         currently to the extent such loss or deduction reduces the consolidated
         federal income tax liability. If the consolidated tax liability is
         greater than the aggregate tax on the separate taxable income of the
         Parent Company and each subsidiary ("separate return tax"), then no
         subsidiary shall receive an allocation greater than its separate return
         tax, and the Parent Company shall be liable for the excess of the
         consolidated tax over the sum of the separate return taxes of the
         subsidiaries, subject to recovery in later years from subsequent
         consolidated tax benefits.

 3.      ALLOCATION OF CAPITAL GAINS TAXES. The portion of the consolidated tax
         attributable to net capital gains and losses shall be allocated
         directly to the subsidiaries giving rise to such items. The effects of
         netting capital gains and losses in the current year shall follow the
         principles of paragraph (2). The effects of capital loss carrybacks or
         carryforwards shall follow the principles of paragraph (6). See rules
         45(c)(3) and 45(c)(5).

 4.      ALLOCATION OF GENERAL BUSINESS CREDITS. The general business credit
         utilized on the consolidated return allocated to a subsidiary, which
         can be positive or negative, shall be equal to the consolidated general
         business credit utilized multiplied by a fraction, the numerator of
         which is that subsidiary's total taxes allocated under paragraphs (2)
         and (3) and the denominator of which is the total taxes of all
         subsidiaries under paragraphs (2) and (3). If the consolidated group is
         in a credit carryforward situation, the utilized credit shall be
         allocated based on the vintages that comprise the utilized credit. For
         purposes of

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         the consolidated return, the credits utilized are determined on a
         first-in first-out basis with all credits generated by all subsidiaries
         in the earliest year utilized first before credits generated in a
         subsequent year can be utilized. For purposes of allocating the credits
         pursuant to this agreement, and in accordance with the separate return
         limitation of paragraph (10), the credits utilized shall be determined
         on a first-in first-out basis with the credits generated by
         subsidiaries allocated positive taxes in paragraphs (2) and (3)
         utilized first, for all available vintages, before credits generated by
         subsidiaries allocated negative taxes in paragraphs (2) and (3) are
         utilized. If the vintages of credits utilized pursuant to this
         agreement differ from those utilized according to the consolidated
         return for a subsidiary, then the vintages of credits utilized pursuant
         to this agreement shall be exchanged among the affected subsidiaries.
         General business credits that are lost due to reductions, limitations
         and expirations imposed by the Code or the regulations thereunder shall
         be allocated in an appropriate and reasonable manner.

 5.      ALLOCATION OF SPECIAL BENEFITS. Any special benefits, such as the
         effects of Section 1341 of the Code, shall be allocated directly to the
         subsidiaries giving rise to them. See rule 45(c)(3).

 6.      ALLOCATION OF A NET OPERATING LOSS. Should the consolidated group
         generate a net operating loss for a calendar year, each company shall
         first receive a positive allocation to the extent of its separate
         return tax, or a negative allocation to the extent that its corporate
         taxable loss reduces the consolidated taxable income for the calendar
         year. The current consolidated net operating loss shall then be
         apportioned to each subsidiary with a taxable loss and carried back or
         forward to year(s) when the consolidated net operating loss can be
         utilized. The consolidated reduction in tax resulting from the
         carryback or carryforward of the net operating loss shall be
         apportioned to loss subsidiaries in accordance with paragraphs (2)
         through (5). See rule 45(c)(5).

 7.      ALLOCATION OF ALTERNATIVE MINIMUM TAX OR CREDIT. If a current
         consolidated alternative minimum tax liability exists, such liability
         will be allocated to those subsidiaries with a separate company
         alternative minimum tax liability. This allocation shall be
         accomplished by first allocating the consolidated regular tax liability
         to each subsidiary in accordance with paragraph (2) and then allocating
         the alternative minimum tax to each subsidiary based on the excess of
         each subsidiary's tentative minimum tax, as defined in Section 55(b)(1)
         of the Code, over the regular tax allocated to it. The alternative
         minimum tax allocated to a subsidiary pursuant to this procedure, shall
         thus be equal to the consolidated alternative minimum tax liability
         multiplied by a fraction, the numerator of which is the amount by which
         that subsidiary's separate Company tentative minimum tax exceeds the
         regular tax allocated to it under paragraph (2) and the denominator of
         which is the total of the alternative minimum tax liabilities of those
         subsidiaries with a separate company alternative minimum tax liability.
         If the regular tax in the consolidated tax return is reduced by reason
         of the alternative minimum tax credit (as defined in Section 53 of the
         Code), the benefit of such credit shall be allocated to those
         subsidiaries who (by having an alternative minimum tax liability
         allocated to them in a prior year) generated the credit, with the
         earliest liabilities being used first. See rules 45(c)(3) and 45(c)(5).

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 8.      ALLOCATION OF SUPERFUND TAX LIABILITY. If a consolidated current
         superfund tax liability exists, such liability shall be allocated to
         each subsidiary based on a fraction, the numerator of which is that
         subsidiary's alternative minimum taxable income or loss (as defined in
         Section 59A of the Code) after reflecting paragraph (1) and the
         denominator of which is consolidated alternative minimum taxable income
         after reflecting paragraph (1). Subsidiaries with alternative minimum
         taxable income will be allocated a superfund tax liability while
         subsidiaries with an alternative minimum taxable loss will be allocated
         a tax benefit. See rule 45(c)(3).

 9.      PAYMENTS FOR ALLOCATIONS. A subsidiary with a net positive allocation
         shall pay the Parent Company the net amount allocated in the amounts
         and on the dates indicated by the Parent Company, while a subsidiary
         with a net negative allocation shall receive payment from the Parent
         Company in the amount of its negative allocation. The payment made to a
         subsidiary with a negative allocation should equal the amount by which
         the consolidated tax is reduced by including the subsidiary's net
         corporate tax loss in the consolidated tax return. The Parent Company
         shall pay to the Internal Revenue Service the consolidated group's net
         current federal income tax liability from the net of the receipts and
         payments. See rule 45(c)(5).

 10.     SEPARATE RETURN LIMITATION. No subsidiary shall be allocated a federal
         income tax which is greater than the federal income tax computed as if
         such subsidiary had always filed a separate return. See rule 45(c)(2).

 11.     STATE TAX LIABILITIES. Any current state income tax liability or
         benefit associated with a state income tax return involving more than
         one subsidiary shall be allocated to such subsidiaries doing business
         in such state following the principles set forth herein for current
         federal income taxes, except that solely for purposes of allocating the
         New Hampshire business profits tax for any tax year ending on or before
         December 31, 1997, all of the New Hampshire business profits tax
         benefits available to a New Hampshire subsidiary (regardless of whether
         such benefits are used in the computation of the actual unitary tax
         liability of the group) shall be used in determining the allocation of
         such tax among the subsidiaries according to the following priority:
         (a) tax credits, (b) tax losses, and (c) other benefits, provided,
         however, that no New Hampshire subsidiary shall be reimbursed for any
         credit against the New Hampshire business profits tax used by another
         subsidiary until such time as the New Hampshire subsidiary that
         generated such tax credit could have utilized such credit to offfset
         its New Hampshire business profits tax liability and provided further
         that in no event shall the New Hampshire business profits tax liability
         allocated to any subsidiary exceed the separate return tax liability of
         such subsidiary. (See rule 45(c).

 12.     FILING TAX RETURNS. The Parent Company shall prepare and file the
         consolidated federal income tax return for the subsidiaries that are
         parties to this Agreement. The Parent Company shall act as the sole
         agent for each subsidiary with respect to the payment of any liability
         shown on the federal income tax return and for all other purposes
         required by Treas. Reg. ss. 1.1502-77(a).

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 13.     ADJUSTMENT OF TAX LIABILITY. In the event that the consolidated federal
         or state income tax liability for any year is redetermined subsequent
         to the allocation of the consolidated tax liability reported for that
         tax year, the redetermined tax liability shall be allocated pursuant to
         this Agreement as if the adjustments and modifications related to the
         redetermination had been a part of the original return. In the case of
         a negotiated adjustment not involving an item-by-item modification of
         the consolidated return, the amount of the adjustment shall be
         distributed in an appropriate and reasonable manner. Any interest or
         penalties associated with the underpayment or overpayment of tax shall
         be allocated based on the allocation of the underlying underpayment or
         overpayment of tax.

 14.     EXAMPLES. The parties hereto agree that they shall be guided in the
         interpretation of this Agreement by the examples that will be prepared
         from time to time by the Parent Company.

 15.     EFFECTIVE DATE. This Agreement amends and restates the prior agreement
         relating to the allocation of federal and state income tax liability
         dated January 1, 1990 by replacing in full such prior agreement. This
         Agreement shall be effective for allocation of the current federal and
         state income tax liabilities of the consolidated group for the calendar
         year 1990 and all subsequent years until this Agreement is further
         amended in writing by each such Company which is or becomes a party to
         this Agreement. For any party to this Agreement that became a member of
         the Parent Company's affiliated group after January 1, 1990, this
         Agreement shall be effective as of the date such subsidiary became a
         member of the affiliated group. If at any time any other company
         becomes a member of the Parent Company's affiliated group, the parties
         hereto agree that such new member may become a party to this Agreement
         by executing a duplicate copy of this Agreement. See rule 45(c).

 16.     FILING WITH SECURITIES AND EXCHANGE COMMISSION. In accordance with rule
         45(c)(6), this Agreement shall be filed as an Amendment to the Parent
         Company's Annual Report to the Securities and Exchange Commission on
         Form U5S.

 17.     GOVERNING LAW. This Agreement shall be construed and enforced in
         accordance with the laws of the State of Connecticut.

 18.     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts all of which taken together shall constitute one and the
         same instrument.

 19.     MISCELLANEOUS. This Agreement contains the complete agreement among the
         parties and supersedes any prior understandings, agreements or
         representations by or among the parties, written or oral, which may
         have related to the subject matter hereof in any way. No term or
         provision of this Agreement shall be construed to confer a benefit
         upon, or grant a privilege or right to, any person other than the
         parties hereto.

The above procedures for apportioning the consolidated annual net current
federal and state income tax liability and expense of Northeast Utilities and
its subsidiaries have been duly

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authorized and agreed to by each of the below listed members of the consolidated
group as evidenced by the signature of a duly authorized officer of each
company:

                                      NORTHEAST UTILITIES

                                      By:  /s/ Robert E. Busch
                                            Robert E. Busch
                                            Executive Vice President and
                                            Chief Financial Officer


                                      THE CONNECTICUT LIGHT AND POWER COMPANY

                                      By: /s/ Walter F. Torrance, Jr.
                                            Walter F. Torrance, Jr.
                                            Senior Vice President, Secretary
                                            and General Counsel


                                      WESTERN MASSACHUSETTS ELECTRIC COMPANY

                                      By: /s/ Eugene G. Vertefeuille
                                            Eugene G. Vertefeuille
                                            Assistant Treasurer


                                      HOLYOKE WATER POWER COMPANY

                                      By: /s/ Robert E. Busch
                                            Robert E. Busch
                                            Executive Vice President and
                                            Chief Financial Officer


                                      NORTHEAST UTILITIES SERVICE COMPANY

                                      By: /s/ Walter F. Torrance, Jr.
                                            Walter F. Torrance, Jr.
                                            Senior Vice President, Secretary and
                                            General Counsel


                                      NORTHEAST NUCLEAR ENERGY

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                                      COMPANY

                                      By: /s/ Eugene G. Vertefeuille
                                            Eugene G. Vertefeuille
                                            Assistant Treasurer


                                      HOLYOKE POWER AND ELECTRIC COMPANY

                                      By: /s/ Robert E. Busch
                                            Robert E. Busch
                                            Executive Vice President and
                                            Chief Financial Officer


                                      THE ROCKY RIVER REALTY COMPANY

                                      By: /s/ Walter F. Torrance, Jr.
                                            Walter F. Torrance, Jr.
                                            Senior Vice President, Secretary
                                            and General Counsel


                                      THE QUINNEHTUK COMPANY

                                      By: /s/ Eugene G. Vertefeuille
                                            Eugene G. Vertefeuille
                                            Assistant Treasurer


                                      RESEARCH PARK, INC.

                                      By: /s/ Robert E. Busch
                                            Robert E. Busch
                                            Executive Vice President and
                                            Chief Financial Officer


                                      CHARTER OAK ENERGY, INC.

                                      By: /s/ Walter F. Torrance, Jr.
                                            Walter F. Torrance, Jr.
                                            Senior Vice President, Secretary
                                            and General Counsel

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                                      CHARTER OAK PARIS, INC.

                                      By: /s/ Eugene G. Vertefeuille
                                            Eugene G. Vertefeuille
                                            Assistant Treasurer


                                      HEC, INC.

                                      By: /s/ Walter F. Torrance, Jr.
                                            Assistant Clerk


                                      PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

                                      By:  /s/ William T. Frain, Jr.
                                            William T. Frain, Jr.
                                            Vice President


                                      NORTH ATLANTIC ENERGY CORPORATION

                                      By: /s/ Robert E. Busch
                                            Robert E. Busch
                                            Executive Vice President and
                                            Chief Financial Officer


                                      NORTH ATLANTIC ENERGY SERVICE CORPORATION

                                      By:  /s/ John F. Opeka
                                            John F. Opeka
                                            Executive Vice President-Nuclear


                                      June 3, 1992

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