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                                                                    Exhibit 4.5

                                                                  CONFORMED COPY


                      NORTHEAST GENERATION COMPANY, Issuer

                              Senior Secured Bonds

                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                October 12, 2001

Salomon Smith Barney Inc.
As Representative of the Initial Purchasers
388 Greenwich Street
New York, New York 10013

Dear Sirs:

                  Northeast Generation Company, a corporation organized under
the laws of the State of Connecticut (the "Company"), proposes, subject to the
terms and conditions stated in a purchase agreement dated October 12, 2001 (the
"Purchase Agreement") among the Company and Salomon Smith Barney Inc.
("Salomon"), Barclays Capital Inc. ("Barclays Capital"), and TD Securities (USA)
Inc. ("TD Securities" and, collectively with Salomon and Barclays Capital, the
"Initial Purchasers"), to issue and sell to the Initial Purchasers $120,000,000
aggregate principal amount of its 4.998% Senior Secured Bonds Series A (the
"Series A Bonds") and $320,000,000 aggregate principal amount of its 8.812%
Senior Secured Bonds Series B (the "Series B Bonds", and collectively with the
Series A Bonds, the "Bonds").

                  To induce the Initial Purchasers to enter into the Purchase
Agreement and to satisfy a condition of your obligations thereunder, the Company
agrees with you for your benefit and the benefit of the holders from time to
time of the Bonds, including the Initial Purchasers (each a "Holder" and,
together, the "Holders"), as follows:

                  1. DEFINITIONS. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement whether expressly set forth therein or by reference to another
agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  "Bonds" shall have the meaning set forth in the preamble
hereto.


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                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York City.

                  "Closing Date" shall have the meaning set forth in the
Purchase Agreement.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Consummation Date" shall mean the date which is 360 days
after the Closing Date.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Bonds" shall mean senior secured bonds identical in
all material respects to the Bonds (except that the cash interest and interest
rate step-up provisions and the transfer restrictions shall be modified or
eliminated, as appropriate) issued under the Indenture or the Exchange Bonds
Indenture.

                  "Exchange Bonds Indenture" shall mean the Exchange Bonds
indenture between the Company and the Exchange Bonds Trustee, identical in all
material respects to the Indenture (except that the cash interest and interest
rate step-up provisions will be modified or eliminated, as appropriate).

                  "Exchange Bonds Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the Exchange Bonds under the Exchange Bonds Indenture.

                  "Exchange Offer Registration Period" shall mean the one-year
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company on an appropriate form under the
Securities Act with respect to the Registered Exchange Offer, all amendments and
supplements to such registration statement, including post-effective amendments
thereto, in each case including the Prospectus contained therein, all exhibits
thereto and all material incorporated by reference therein.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for
Exchange Bonds any Bonds that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).


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                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the indenture dated as of October 18,
2001 between the Company and the Indenture Trustee.

                  "Indenture Trustee" shall mean The Bank of New York, a New
York banking corporation.

                  "Initial Placement" shall mean the initial placement of the
Bonds.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

                  "Losses" shall have the meaning set forth in Section 6(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Bonds registered under a Registration Statement.

                  "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that shall administer an underwritten
offering.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Person" shall mean an individual, trustee, corporation,
partnership, limited liability company, joint stock company, trust,
unincorporated association, union, business association, firm or other legal
entity.

                  "Prospectus" shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Securities
Act), as amended or supplemented by any prospectus supplement, with respect to
the terms of the offering of any portion of the Bonds or the Exchange Bonds
covered by such Registration Statement, and all amendments and supplements
thereto and all material incorporated by reference therein.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registered Exchange Offer" shall mean the proposed offer of
the Company to issue and deliver Exchange Bonds to the Holders of the Bonds that
are not prohibited by any law or policy of the Commission from participating in
such offer, in exchange for the Bonds.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Bonds or the Exchange Bonds pursuant to the provisions of this Agreement, any
amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.


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                  "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 3(b)(ii) hereof.

                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company pursuant to the provisions of Section 3
hereof which covers some or all of the Bonds or Exchange Bonds, as applicable,
on an appropriate form under Rule 415 under the Securities Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

                  "underwriter" shall mean any underwriter of Bonds in
connection with an offering thereof under a Shelf Registration Statement.

                  2. REGISTERED EXCHANGE OFFER. (a) Unless the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by this Section 2 due to a change
in law or applicable interpretations thereof by the Commission's staff, the
Company shall prepare and shall file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. In
addition, the Company shall use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Securities
Act and to cause the Registered Exchange Offer to be consummated on or prior to
the Consummation Date (or if the Consummation Date is not a Business Day, the
next succeeding Business Day).

                  (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer, it
being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Bonds for Exchange Bonds (assuming that such Holder is not
an Affiliate of the Company, acquires the Exchange Bonds in the ordinary course
of such Holder's business, has no arrangements with any Person to participate in
the distribution of the Exchange Bonds and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Bonds from and after their receipt without any limitations
or restrictions under the Securities Act and without material restrictions under
the securities laws of a substantial proportion of the several states of the
United States.

                  (c) In connection with the Registered Exchange Offer, the
Company shall:

                           (i) mail to each Holder a copy of the Prospectus
         forming part of the Exchange Offer Registration Statement, together
         with an appropriate letter of transmittal and related documents;


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                           (ii) keep the Registered Exchange Offer open for not
         less than 20 Business Days after the date notice thereof is mailed to
         the Holders (or, in each case, longer if required by applicable law);

                           (iii) use its reasonable best efforts to keep the
         Exchange Offer Registration Statement continuously effective under the
         Securities Act, and to amend and supplement the Prospectus contained
         therein in order to permit such Prospectus to be lawfully delivered by
         any Exchanging Dealer subject to the prospectus delivery requirements
         of the Securities Act for such period of time as is necessary to comply
         with applicable laws in connection with any resale of the Exchange
         Bonds;

                           (iv) utilize the services of a depositary for the
         Registered Exchange Offer with an address in the Borough of Manhattan
         in New York City, which may be the Indenture Trustee, the Exchange
         Bonds Trustee or an Affiliate of either of them;

                           (v) permit Holders to withdraw tendered Bonds at any
         time prior to the close of business, New York time, on the last
         Business Day on which the Registered Exchange Offer is open;

                           (vi) prior to effectiveness of the Exchange Offer
         Registration Statement, provide a supplemental letter to the Commission
         (A) stating that the Company is conducting the Registered Exchange
         Offer in reliance on the position of the Commission in letters to Exxon
         Capital Holdings Corporation (pub. avail. May 13, 1988), and Morgan
         Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the
         Commission's letter to Shearman & Sterling (pub. avail. July 2, 1993)
         and similar no-action letters; and (B) including a representation that
         the Company has not entered into any arrangement or understanding with
         any Person to distribute the Exchange Bonds to be received in the
         Registered Exchange Offer and that, to the best of the Company's
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the Exchange Bonds in the ordinary course
         of business and has no arrangement or understanding with any Person to
         participate in the distribution of the Exchange Bonds; and

                           (vii) comply in all respects with all applicable
         laws.

                  (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

                           (i) accept for exchange all Bonds properly tendered
         and not validly withdrawn pursuant to the Registered Exchange Offer;

                           (ii) deliver to the Indenture Trustee for
         cancellation in accordance with Section 4(s) hereof all Bonds so
         accepted for exchange; and

                           (iii) cause the Exchange Bonds Trustee promptly to
         authenticate and deliver to each Holder of Bonds a principal amount of
         Exchange Bonds equal to the principal amount of the Bonds of such
         Holder so accepted for exchange.


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                  (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the Exchange Bonds (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in letters to Morgan Stanley and Co., Inc. (pub.
avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), as interpreted in the Commission's letter to Shearman & Sterling dated
July 2, 1993 and similar no-action letters; and (y) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction and must be covered by an
effective registration statement containing the selling bond holder information
required by Item 507 or 508, as applicable, of Regulation S-K under the
Securities Act if the resales are of Exchange Bonds obtained by such Holder in
exchange for Bonds acquired by such Holder directly from the Company or one of
its Affiliates. Accordingly, each Holder participating in the Registered
Exchange Offer shall be required to represent to the Company that, at the time
of the consummation of the Registered Exchange Offer:

                           (i) any Exchange Bonds received by such Holder will
         be acquired in the ordinary course of business;

                           (ii) such Holder will have no arrangement or
         understanding with any Person to participate in the distribution of the
         Bonds or the Exchange Bonds within the meaning of the Securities Act;
         and

                           (iii) such Holder is not an Affiliate of the Company.

                  (f) If any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Bonds constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the Person purchasing Exchange Bonds registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Bonds, a like principal amount of
Exchange Bonds. The Company shall use its reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange Bonds as
for Exchange Bonds issued pursuant to the Registered Exchange Offer.

                  3. SHELF REGISTRATION. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 2 hereof; or (ii) for
any other reason the Registered Exchange Offer is not consummated on or prior to
the Consummation Date; or (iii) any Initial Purchaser so requests with respect
to Bonds that are not eligible to be exchanged for Exchange Bonds in the
Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer; or (iv) any Holder (other than an Initial Purchaser)
is not eligible to participate in the Registered Exchange Offer (a "Restricted
Holder"); or (v) in case any Initial Purchaser participates in the Registered
Exchange Offer or acquires Exchange Bonds pursuant to Section 2(f) hereof, such
Initial Purchaser does not receive freely tradeable Exchange Bonds in exchange
for Bonds constituting any portion of an unsold allotment (it being understood
that (x) the requirement that an Initial Purchaser deliver a Prospectus
containing the information required by Item 507 or 508 of Regulation S-K under
the Securities Act in connection with sales of


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Exchange Bonds acquired in exchange for such Bonds shall result in such Exchange
Bonds being not "freely tradeable"; and (y) the requirement that an Exchanging
Dealer deliver a Prospectus in connection with sales of Exchange Bonds acquired
in the Registered Exchange Offer in exchange for Bonds acquired as a result of
market-making activities or other trading activities shall not result in such
Exchange Bonds being not "freely tradeable"), the Company shall effect a Shelf
Registration Statement in accordance with subsection (b) below. In the case of
clauses (iii), (iv) or (v) of the preceding sentence, the Company shall not be
obligated to effect a Shelf Registration Statement with respect to Bonds held by
any Initial Purchaser or Restricted Holder unless such Initial Purchaser or
Restricted Holder has given written notice to the Company prior to the
Consummation Date that such Initial Purchaser or Restricted Holder desires to
have the Bonds held by such Initial Purchaser or Restricted Holder covered by a
Shelf Registration Statement.

                  (b) (i) Under the circumstances described in Section 3(a)
hereof, the Company shall as promptly as practicable (but in no event more than
60 days after so required or requested pursuant to this Section 3), file with
the Commission and thereafter shall use its reasonable best efforts to cause to
be declared effective under the Securities Act a Shelf Registration Statement
relating to the offer and sale of the Bonds or the Exchange Bonds, as
applicable, by the Holders thereof from time to time in accordance with the
methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement; PROVIDED, HOWEVER, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Bonds held by it covered by such Shelf
Registration Statement unless such Holder agrees in writing to be bound by all
of the provisions of this Agreement applicable to such Holder and has furnished
to the Company all such information concerning such Holder and such Holder's
plan of distribution as shall be required pursuant to such Shelf Registration
Statement or required to make the information previously furnished by such
Holder not misleading; and PROVIDED FURTHER, that with respect to Exchange Bonds
received by an Initial Purchaser in exchange for Bonds constituting any portion
of an unsold allotment, the Company may, if permitted by current interpretations
by the Commission's staff, file a post-effective amendment to the Exchange Offer
Registration Statement containing the information required by Item 507 or 508 of
Regulation S-K, as applicable, in satisfaction of its obligations under this
subsection with respect thereto, and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.

                  (ii) The Company shall use its reasonable best efforts to keep
the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Securities Act, in order to permit the Prospectus
forming part thereof to be usable by Holders for (x) a period of two years from
the Closing Date or (y) such shorter period that will terminate when all the
Bonds or Exchange Bonds, as applicable, covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement (in any
such case, such period being called the "Shelf Registration Period"). The
Company shall be deemed not to have used its reasonable best efforts to keep the
Shelf Registration Statement effective during the requisite period if it
voluntarily takes any action that would result in Holders of Bonds covered
thereby not being able to offer and sell such Bonds during that period, unless
(A) such action is required by applicable law; or (B) such action is taken by
the Company in good faith and for valid business reasons (not including
avoidance of the Company's obligations hereunder),


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including the acquisition or divestiture of assets, so long as the Company
promptly thereafter complies with the requirements of Section 4(k) hereof, if
applicable.

                  (iii) The Company shall cause the Shelf Registration Statement
and the related Prospectus and any amendment or supplement thereto, as of the
effective date of the Shelf Registration Statement or such amendment or
supplement, (A) to comply in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of the
Commission; and (B) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.

                  4. ADDITIONAL REGISTRATION PROCEDURES. In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

                  (a) The Company shall:

                           (i) furnish to the Initial Purchasers, not less than
         five Business Days prior to the filing thereof with the Commission, a
         copy of any Exchange Offer Registration Statement and any Shelf
         Registration Statement, and each amendment thereof and each amendment
         or supplement, if any, to the Prospectus included therein (including
         any document incorporated by reference therein after the initial
         filing) and shall use its reasonable best efforts to reflect in each
         such document, when so filed with the Commission, such comments as you
         reasonably propose;

                           (ii) include the information set forth in Annex A
         hereto on the facing page of the Exchange Offer Registration Statement,
         in Annex B hereto in the forepart of the Exchange Offer Registration
         Statement in a section setting forth details of the Exchange Offer, in
         Annex C hereto in the underwriting or plan of distribution section of
         the Prospectus contained in the Exchange Offer Registration Statement,
         and in Annex D hereto in the letter of transmittal delivered pursuant
         to the Registered Exchange Offer;

                           (iii) if requested by an Initial Purchaser, include
         the information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                           (iv) in the case of a Shelf Registration Statement,
         include the names of the Holders that propose to sell Bonds pursuant to
         the Shelf Registration Statement as selling bondholders.

                  (b) The Company shall ensure that:

                           (i) any Registration Statement and any amendment
         thereto and any Prospectus forming part thereof and any amendment or
         supplement thereto complies in all material respects with the
         Securities Act and the rules and regulations thereunder; and

                           (ii) any Registration Statement and any amendment
         thereto does not, when it becomes effective, contain an untrue
         statement of a material fact or omit to state


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         a material fact required to be stated therein or necessary to make the
         statements therein not misleading.

                  (c) The Company shall advise you, the Holders of Bonds covered
by any Shelf Registration Statement and any Exchanging Dealer under any Exchange
Offer Registration Statement that has provided in writing to the Company a
telephone or facsimile number and address for notices, and, if requested by you
or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company shall have
remedied the basis for such suspension):

                           (i) when a Registration Statement and any amendment
         thereto has been filed with the Commission and when the Registration
         Statement or any post-effective amendment thereto has become effective;

                           (ii) of any request by the Commission for any
         amendment or supplement to the Registration Statement or the Prospectus
         or for additional information;

                           (iii) of the issuance by the Commission of any stop
         order suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                           (iv) of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         bonds included therein for sale in any jurisdiction or the initiation
         of any proceeding for such purpose; and

                           (v) of the happening of any event that requires any
         change in the Registration Statement or the Prospectus so that, as of
         such date, the statements therein are not misleading and do not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein (in the case of the Prospectus, in the
         light of the circumstances under which they were made) not misleading.

                  Each of the Initial Purchasers agrees by acquisition of a Bond
         that, upon the receipt of any notice from the Company of the existence
         of any fact of the type describe in Section 4(c)(ii) through (v) (a
         "Suspension Notice"), such Initial Purchaser shall forthwith
         discontinue disposition of the Bonds pursuant to the Shelf Registration
         Statement until (A) such Initial purchaser has received copies of the
         supplemented or amended Prospectus contemplated by Section 4(k) hereof,
         or (B) such Initial Purchaser is advised in writing by the Company that
         the use of the Prospectus may be resumed, and has received copies of
         any additional or supplemental filings that are incorporated by
         reference in the Prospectus.

                  (d) The Company shall use its reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the bonds therein for sale in any
jurisdiction at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Bonds covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement


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and any post-effective amendment thereto, including all material incorporated
therein by reference, and, if the Holder so requests in writing, all exhibits
thereto (including exhibits incorporated by reference therein).

                  (f) The Company shall, during the Shelf Registration Period,
deliver to each Holder of Bonds covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Bonds in connection with the offering and sale of the
Bonds covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.

                  (g) The Company shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, and, if the
Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).

                  (h) The Company shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
Exchange Bonds covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

                  (i) Prior to the Registered Exchange Offer or any other
offering of Bonds pursuant to any Registration Statement, the Company shall
arrange, if necessary, for the qualification of the Bonds or the Exchange Bonds
for sale under the laws of such jurisdictions in the United States of America as
any Holder shall reasonably request and will maintain such qualification in
effect so long as required; PROVIDED that in no event shall the Company be
obligated to qualify to do business in any jurisdiction where it is not then so
qualified or to take any action that would subject it to service of process in
suits, other than those arising out of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in
any such jurisdiction where it is not then so subject.

                  (j) The Company shall cooperate with the Holders of Bonds to
facilitate the timely preparation and delivery of certificates representing
Exchange Bonds or Bonds to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

                  (k) Upon the occurrence of any event contemplated by
subsections (c)(ii) through (v) above, the Company shall within a reasonable
period of time thereafter prepare a post-effective amendment to the applicable
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter


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delivered to the initial purchaser of the Bonds included therein, the Prospectus
will not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                  (l) Not later than the effective date of any Registration
Statement, the Company shall provide a CUSIP number for the Bonds or the
Exchange Bonds, as the case may be, registered under such Registration Statement
and provide the Indenture Trustee with printed certificates for such Bonds or
Exchange Bonds, in a form eligible for deposit with The Depository Trust
Company.

                  (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its bond
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Securities Act.

                  (n) The Company shall cause the Indenture or the Exchange
Bonds Indenture, as the case may be, to be qualified under the Trust Indenture
Act in a timely manner.

                  (o) The Company may require each Holder of Bonds to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such Bonds as the
Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Bonds of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

                  (p) In the case of any Shelf Registration Statement, the
Company shall enter into such customary agreements (including if requested an
underwriting agreement in customary form) and take all other appropriate actions
in order to expedite or facilitate the registration or the disposition of the
Bonds, and in connection therewith, if an underwriting agreement is entered
into, cause the same to contain indemnification provisions and procedures no
less favorable than those set forth in Section 6 hereof (or such other
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any, with respect to all parties to be indemnified pursuant to
Section 6 hereof).

                  (q) In the case of any Shelf Registration Statement, the
Company shall:

                           (i) make reasonably available for inspection by the
         Holders of Bonds to be registered thereunder, any underwriter
         participating in any disposition pursuant to such Registration
         Statement, and any attorney, accountant or other agent retained by the
         Holders or any such underwriter all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and its subsidiaries;

                           (ii) cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Holders or any such underwriter, attorney, accountant or agent in
         connection with any such Registration Statement as is customary for
         similar due diligence examinations; PROVIDED, HOWEVER, that any
         information that is designated in writing by the Company, in good
         faith, as confidential at


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<Page>
                                                                              12


         the time of delivery of such information shall be kept confidential by
         the Holders or any such underwriter, attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality;

                           (iii) make such representations and warranties to the
         Holders of Bonds registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in primary underwritten offerings and covering matters
         including, but not limited to, those set forth in the Purchase
         Agreement;

                           (iv) obtain opinions of counsel to the Company and
         updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to the Managing
         Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily covered
         in opinions requested in underwritten offerings and such other matters
         as may be reasonably requested by such Holders and underwriters;

                           (v) obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Company (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to each
         selling Holder of Bonds registered thereunder and the underwriters, if
         any, in customary form and covering matters of the type customarily
         covered in "cold comfort" letters in connection with primary
         underwritten offerings; and

                           (vi) deliver such documents and certificates as may
         be reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, including those to evidence compliance with
         Section 4(k) hereof and with any customary conditions contained in the
         underwriting agreement or other agreement entered into by the Company.

                  The actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section shall be performed at (A) the effectiveness of such Registration
Statement and each post-effective amendment thereto; and (B) each closing under
any underwriting or similar agreement as and to the extent required thereunder.

                  (r) In the case of any Exchange Offer Registration Statement,
the Company shall:

                           (i) make reasonably available for inspection by the
         Initial Purchasers, and any attorney, accountant or other agent
         retained by the Initial Purchasers, all relevant financial and other
         records, pertinent corporate documents and properties of the Company
         and its subsidiaries;

                           (ii) cause the Company's officers, directors and
         employees to supply all relevant information reasonably requested by
         the Initial Purchasers or any such


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              13


         attorney, accountant or agent in connection with any such Registration
         Statement as is customary for similar due diligence examinations;
         PROVIDED, HOWEVER, that any information that is designated in writing
         by the Company, in good faith, as confidential at the time of delivery
         of such information shall be kept confidential by the Initial
         Purchasers or any such attorney, accountant or agent, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally or
         through a third party without an accompanying obligation of
         confidentiality;

                           (iii) make such representations and warranties to the
         Initial Purchasers, in form, substance and scope as are customarily
         made by issuers to underwriters in primary underwritten offerings and
         covering matters including, but not limited to, those set forth in the
         Purchase Agreement;

                           (iv) obtain opinions of counsel to the Company and
         updates thereof (which counsel and opinions (in form, scope and
         substance) shall be reasonably satisfactory to the Initial Purchasers
         and their counsel, addressed to the Initial Purchasers, covering such
         matters as are customarily covered in opinions requested in
         underwritten offerings and such other matters as may be reasonably
         requested by the Initial Purchasers or their counsel;

                           (v) obtain "cold comfort" letters and updates thereof
         from the independent certified public accountants of the Company (and,
         if necessary, any other independent certified public accountants of any
         subsidiary of the Company or of any business acquired by the Company
         for which financial statements and financial data are, or are required
         to be, included in the Registration Statement), addressed to the
         Initial Purchasers, in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         primary underwritten offerings, or if requested by the Initial
         Purchasers or their counsel in lieu of a "cold comfort" letter, an
         agreed-upon procedures letter under Statement on Auditing Standards No.
         35, covering matters requested by the Initial Purchasers or their
         counsel; and

                           (vi) deliver such documents and certificates as may
         be reasonably requested by the Initial Purchasers or their counsel,
         including those to evidence compliance with Section 4(k) hereof and
         with conditions customarily contained in underwriting agreements.

                  The foregoing actions set forth in clauses (iii), (iv), (v),
and (vi) of this Section shall be performed at the close of the Registered
Exchange Offer and the effective date of any post-effective amendment to the
Exchange Offer Registration Statement.

                  (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Bonds by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Bonds, the Company shall
mark, or cause to be marked, on the Bonds so exchanged that such Bonds are being
canceled in exchange for the Exchange Bonds. In no event shall the Bonds be
marked as paid or otherwise satisfied.


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              14


                  (t) The Company shall (i) if the Bonds have been rated prior
to the initial sale of such Bonds, request the rating agencies to rate the Bonds
or the Exchange Bonds, as the case may be, covered by a Registration Statement
(it being understood that the Company shall have no obligation to cause the
rating agencies to continue the same rating as any prior rating); or (ii) if the
Bonds were not previously rated, cause the Bonds covered by a Registration
Statement to be rated with at least one nationally recognized statistical rating
agency, if so requested by Majority Holders with respect to the related
Registration Statement or by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
Bonds or participate as a member of an underwriting syndicate or selling group
or "assist in the distribution" (within the meaning of the Rules of Fair
Practice and the By-Laws of the National Association of Securities Dealers,
Inc.) thereof, whether as a Holder of such Bonds or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
assist such Broker-Dealer in complying with the requirements of such Rules and
By-Laws, including, without limitation, by:

                           (i) if such Rules or By-Laws shall so require,
         engaging a "qualified independent underwriter" (as defined in such
         Rules) to participate in the preparation of the Registration Statement,
         to exercise usual standards of due diligence with respect thereto and,
         if any portion of the offering contemplated by such Registration
         Statement is an underwritten offering or is made through a placement or
         sales agent, to recommend the yield of such Bonds;

                           (ii) indemnifying any such qualified independent
         underwriter to the extent of the indemnification of underwriters
         provided in Section 6 hereof; and

                           (iii) providing such information to such
         Broker-Dealer as may be required in order for such Broker-Dealer to
         comply with the requirements of such Rules.

                  (v) The Company shall use its best efforts to take all other
steps necessary to effect the registration of the Bonds or the Exchange Bonds,
as the case may be, covered by a Registration Statement.

                  5. REGISTRATION EXPENSES. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2,
3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel designated by the Majority Holders to act as counsel for the Holders in
connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of one counsel acting in connection therewith. Except as provided
in this Section 5, each Holder shall pay all its own expenses, fees,
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of such Holder's Bonds.

                  6. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Holder of Bonds or Exchange Bonds, as the case
may be, covered by any Registration Statement (including each Initial Purchaser
and, with respect to any Prospectus delivery as contemplated in Section 4(h)
hereof, each Exchanging Dealer), the directors, officers,


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              15


employees and agents of each such Holder and each Person who controls any such
Holder within the meaning of either the Securities Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Securities Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; PROVIDED, HOWEVER, that the Company will not be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any such
Holder specifically for inclusion therein. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

                  The Company also agrees to indemnify or contribute as provided
in Section 6(d) hereof to Losses of any underwriter of Bonds or Exchange Bonds,
as the case may be, registered under a Shelf Registration Statement, their
directors, officers, employees or agents and each Person who controls such
underwriter on substantially the same basis as that of the indemnification of
the Initial Purchasers and the selling Holders provided in this Section 6(a)
hereof and shall, if requested by any selling Holder, enter into an underwriting
agreement reflecting such agreement, as provided in Section 4(p) hereof.

                  (b) Each Holder of Bonds covered by a Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 4(h) hereof, each Exchanging Dealer) severally agrees
to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs such Registration Statement and each Person who controls the
Company within the meaning of either the Securities Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each such Holder,
but only with reference to written information relating to such Holder furnished
to the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action against the indemnified party
and such failure results in the forfeiture by the indemnifying party of any
substantial right or defense; and (ii) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b) above. The
indemnifying party shall be entitled to appoint counsel of the indemnifying


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              16


party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); PROVIDED, HOWEVER, that such counsel shall be reasonably
satisfactory to the indemnified party. Notwithstanding the indemnifying party's
election to appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs
and expenses of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) (collectively
"Losses") to which such indemnified party may be subject in such proportion as
is appropriate to reflect the relative benefits received by such indemnifying
party, on the one hand, and such indemnified party, on the other hand, from the
Initial Placement and the Registration Statement which resulted in such Losses;
PROVIDED, HOWEVER, that in no case shall any Initial Purchaser or any subsequent
Holder of any Bond or Exchange Bond be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such Bond,
or in the case of a Exchange Bond, applicable to the Bond that was exchangeable
into such Exchange Bond, as set forth on the cover page of the Final Memorandum,
nor shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the bonds purchased by such
underwriter under the Registration Statement which resulted in such Losses. If
the allocation provided by the immediately preceding sentence is unavailable for
any reason, the indemnifying party and the indemnified party shall contribute in
such proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the sum of (x) the total net proceeds from the Initial Placement (before
deducting expenses) received by the Company and (y) the total amount of
additional interest which the


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              17


Company was not required to pay as a result of registering the bonds covered by
the Registration Statement which resulted in such Losses. Benefits received by
the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions received by the Initial Purchasers, and benefits
received by any other Holders shall be deemed to be equal to the value of
receiving Bonds or Exchange Bonds, as applicable, registered under the
Securities Act. Benefits received by any underwriter shall be deemed to be equal
to the total underwriting discounts and commissions, as set forth on the cover
page of the Prospectus forming a part of the Registration Statement which
resulted in such Losses. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission relates to
information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section, each
Person who controls a Holder within the meaning of either the Securities Act or
the Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each Person who
controls the Company within the meaning of either the Securities Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).

                  (e) The provisions of this Section will remain in full force
and effect, regardless of any investigation made by or on behalf of any Holder
or the Company or any of the officers, directors or controlling Persons referred
to in this Section, and will survive the sale by a Holder of Bonds covered by a
Registration Statement.

                  7. UNDERWRITTEN REGISTRATIONS. (a) If any of the Bonds or
Exchange Bonds, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

                  (b) No Person may participate in any underwritten offering
pursuant to any Shelf Registration Statement, unless such Person (i) agrees to
sell such Person's Bonds or Exchange Bonds, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the Persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

                  8. NO INCONSISTENT AGREEMENTS. The Company has not, as of the
date hereof, entered into, nor shall they, on or after the date hereof, enter
into, any agreement with respect to its Bonds that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              18


                  9. AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of the Majority Holders (or, after the consummation of any Registered
Exchange Offer in accordance with Section 2 hereof, of Exchange Bonds); PROVIDED
that, with respect to any matter that directly or indirectly affects the rights
of any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Bonds or Exchange Bonds, as the case may be, are being
sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Bonds or Exchange Bonds, as the case may be,
being sold rather than registered under such Registration Statement.

                  10. NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier, facsimile or air courier guaranteeing overnight
delivery:

                  (a) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this
         Section, which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Registrar under the Indenture,
         with a copy in like manner to Salomon Smith Barney Inc.;

                  (b) if to you, initially at the address set forth in the
         Purchase Agreement; and

                  (c) if to the Company, initially at its address set forth in
         the Purchase Agreement.

                  All such notices and communications shall be deemed to have
been duly given when received.

                  The Initial Purchasers or the Company by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

                  11. SUCCESSORS. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Bonds and the Exchange Bonds. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of Bonds
and the Exchange Bonds, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

                  12. COUNTERPARTS. This agreement may be in signed
counterparts, each of which shall be an original and all of which together shall
constitute one and the same agreement.

                  13. HEADINGS. The headings used herein are for convenience
only and shall not affect the construction hereof.


                          Registration Rights Agreement
                          -----------------------------
<Page>
                                                                              19


                  14. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

                  15. SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

                  16. BONDS HELD BY THE COMPANY, ETC. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Bonds or
Exchange Bonds is required hereunder, Bonds or Exchange Bonds, as applicable,
held by the Company or its Affiliates (other than subsequent Holders of Bonds or
Exchange Bonds if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Bonds or Exchange Bonds) shall not be counted
in determining whether such consent or approval was given by the Holders of such
required percentage.







                          Registration Rights Agreement
                          -----------------------------
<Page>


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Initial Purchasers.

                               Very truly yours,

                               NORTHEAST GENERATION COMPANY


                               By: /s/ David R. McHale
                                  ---------------------------------
                                  Name:  David R. McHale
                                  Title: Vice President and Treasurer Northeast
                                         Utilities Service Company, as Agent for
                                         Northeast Generation Company





The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

SALOMON SMITH BARNEY INC.
BARCLAYS CAPITAL INC.
TD SECURITIES (USA) INC.

By: SALOMON SMITH BARNEY INC.


By: /s/ Barry P. Gold
   ---------------------------
   Name: Barry P. Gold
   Title: Director








                          Registration Rights Agreement
                          -----------------------------
<Page>



                                                                         ANNEX A

                  Each Broker-Dealer that receives Exchange Bonds for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Bonds. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of Exchange Bonds received in exchange for Bonds where such Bonds
were acquired by such Broker-Dealer as a result of market-making activities or
other trading activities. The Company has agreed that, starting on the
Expiration Date (as defined herein) and ending on the close of business one year
after the Expiration Date, it will make this Prospectus available to any
Broker-Dealer for use in connection with any such resale. See "Plan of
Distribution".











                          Registration Rights Agreement
                          -----------------------------
<Page>


                                                                         ANNEX B

                  Each Broker-Dealer that receives Exchange Bonds for its own
account in exchange for Bonds, where such Bonds were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Bonds. See "Plan of Distribution".
















                          Registration Rights Agreement
                          -----------------------------
<Page>


                                                                         ANNEX C


                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives Exchange Bonds for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Bonds. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of Exchange Bonds received in
exchange for Bonds where such Exchange Bonds were acquired as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date and ending on the close of business one
year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any Broker-Dealer for use in connection with any such
resale. In addition, until __________, 200__, all dealers effecting transactions
in the Exchange Bonds may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of
Exchange Bonds by brokers-dealers. Exchange Bonds received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Bonds or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such
Exchange Bonds. Any Broker-Dealer that resells Exchange Bonds that were received
by it for its own account pursuant to the Exchange Offer and any broker or
dealer that participates in a distribution of such Exchange Bonds may be deemed
to be an "underwriter" within the meaning of the Securities Act and any profit
on any such resale of Exchange Bonds and any commissions or concessions received
by any such Persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a Broker-Dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                  For a period of one year after the Expiration Date, the
Company will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any Broker-Dealer that requests
such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the Holders of the Bonds) other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Bonds (including any
Broker-Dealers) against certain liabilities, including liabilities under the
Securities Act.

[If applicable, add information required by Regulation S-K Items 507 and/or
508.]





                          Registration Rights Agreement
                          -----------------------------
<Page>


                                                                         ANNEX D



                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:
                           ----------------------------------------
                  Address:
                           ----------------------------------------

                  If the undersigned is not a Broker-Dealer, the undersigned
represents that it acquired the Exchange Bonds in the ordinary course of its
business, it is not engaged in, and does not intend to engage in, a distribution
of Exchange Bonds and it has no arrangements or understandings with any Person
to participate in a distribution of the Exchange Bonds. If the undersigned is a
Broker-Dealer that will receive Exchange Bonds for its own account in exchange
for Bonds, it represents that the Bonds to be exchanged for Exchange Bonds were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Bonds; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
















                          Registration Rights Agreement
                          -----------------------------